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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWASHINGTON, D.C.20549

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FORM10-Q

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THEQUARTERLY PERIOD ENDED JUNE 30, 2005

OR

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF1934

333-122587-18(Commission FileNumber)

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CELANESEHOLDINGS LLC(Exact Name of Registrant as Specifiedin itsCharter)

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|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| **Delaware**                                                 |  | **87-0723277**                      |
| (Stateor Other Jurisdiction of Incorporation orOrganization) |  | (I.R.S. Employer IdentificationNo.) |
| **1601 West LBJFreeway, Dallas,TX**                          |  | **75234-6034**                      |
| (Address ofPrincipal Executive Offices)                      |  | (ZipCode)                           |
| **(972)443-4000**                                            |
| (Registrant's telephone number,including area code)          |
|                                                              |

CelaneseHoldings LLC meets the conditions set forth in General InstructionH(1)(a) and (b) of Form  10-Q and is therefore filing this Form10-Q with the reduced disclosure format.

Indicateby check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15 (d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes       No   

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule12b-2 of the Exchange Act). Yes       No   

As of the date of this Quarterly Report on Form 10-Q, CelaneseHoldings LLC has one membership interest outstanding which is owned byCrystal US Holdings 3 L.L.C., a Delaware limited liability company.

Exhibit index located on sequential page number2.

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CELANESE HOLDINGSLLCForm 10-QFor the Quarterly Period Ended June 30, 2005

TABLE OFCONTENTS

|        |  |                                                 |  |                                                                                    |        |        |        |        |  |  |  |  |  |  |
|--------|--|-------------------------------------------------|--|------------------------------------------------------------------------------------|--------|--------|--------|--------|--|--|--|--|--|--|
|   |  |                                            |  |                                                                               |        | Page   |
|   |  | Basisof Presentation                            |  |                                                                               | 3      |   |
|   |  | MarketIndustry and DataForecasts                |  |                                                                               | 4      |   |
|   |  | Special NoteRegarding Forward-LookingStatements |  |                                                                               | 5      |   |
| PartI  |  | FinancialInformation                            |  |                                                                               |   |   |
|   |  | Item1.                                          |  | FinancialStatements                                                                |        |   | 6      |   |
|   |  | Item2.                                          |  | Management's Discussion and Analysis of FinancialConditionand Results ofOperations |        |   | 45     |   |
|   |  | Item3.                                          |  | Quantitative and Qualitative Disclosures about MarketRisk                          |        |   | 69     |   |
|   |  | Item 4.                                         |  | Controlsand Procedures                                                             |        |   | 69     |   |
| PartII |  | OtherInformation                                |  |                                                                               |   |   |
|   |  | Item 1.                                         |  | LegalProceedings                                                                   |        |   | 70     |   |
|   |  | Item2.                                          |  | Unregistered Sales of Equity Securities and Use ofProceeds                         |        |   | 72     |   |
|   |  | Item3.                                          |  | Defaults Upon SeniorSecurities                                                     |        |   | 72     |   |
|   |  | Item4.                                          |  | Submission of Matters to a Vote of SecurityHolders                                 |        |   | 72     |   |
|   |  | Item 5.                                         |  | OtherInformation                                                                   |        |   | 72     |   |
|   |  | Item6.                                          |  | Exhibits                                                                           |        |   | 72     |   |
|   |  | Signatures                                      |  |                                                                               |        |   | 74     |   |
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Basis ofPresentation

In this Quarterly Report on Form 10-Q, the term"Celanese Holdings" refers to CelaneseHoldings LLC, a Delaware limited liability company, and not itssubsidiaries. The terms the "Company,""we," "our" and"us" refer to Celanese Holdings and itssubsidiaries on a consolidated basis. The term "BCPCrystal" refers to our subsidiary BCP Crystal US HoldingsCorp., and not its subsidiaries. The term"Purchaser" refers to our subsidiary,Celanese Europe Holding GmbH & Co. KG, formerly known as BCPCrystal Acquisition GmbH & Co. KG, a German limited partnership(Kommanditgesellschaft, KG), and not its subsidiaries, exceptwhere otherwise indicated. The term "OriginalShareholders" refers, collectively, to Blackstone CapitalPartners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2,Blackstone Capital Partners (Cayman) Ltd. 3 and BA Capital InvestorsSidecar Fund, L.P. The terms "Sponsor" and"Advisor" refer to certain affiliates of TheBlackstone Group.

Celanese Holdings is a recently-formed companywhich does not have any independent external operations other thanthrough the indirect ownership of CAG (as defined below) and CAC (asdefined below), their consolidated subsidiaries, their non-consolidatedsubsidiaries, ventures and other investments. For accounting purposes,Celanese Holdings and its consolidated subsidiaries are referred to asthe "Successor." See Note 1 to the UnauditedInterim Consolidated Financial Statements (as defined below) foradditional information on the basis of presentation of theSuccessor.

Pursuant to a voluntary tender offer commenced inFebruary 2004 (the "Tender Offer"), thePurchaser, an indirect wholly-owned subsidiary of Celanese Holdings, inApril 2004 acquired approximately 84% of the ordinary shares ofCAG (the "CAG Shares") outstanding. Allreferences in this Quarterly Report to the outstanding ordinary sharesof CAG exclude treasury shares. As of June 30, 2005, CelaneseHoldings' indirect ownership of approximately 84% of theoutstanding CAG Shares would equate to approximately 77% of theissued CAG Shares (including treasury shares). Pursuant to a mandatoryoffer commenced in September 2004 and continuing as of the date of thisQuarterly Report, the Purchaser has acquired additional CAG Shares. Asa result of these acquisitions, partially offset by the issuance ofadditional shares of CAG as a result of the exercise of options issuedunder a CAG stock option plan, as of June 30, 2005, we continue to ownapproximately 84% of the outstanding CAG Shares. The mandatoryoffer expires on October 1, 2005, unless further extended.

InOctober 2004, Celanese Corporation, a Delaware Corporation("Celanese Corporation") and the ultimateparent of Celanese Holdings and certain of its subsidiaries completedan organizational restructuring (the"Restructuring") pursuant to which thePurchaser effected, by giving a corresponding instruction under theDomination Agreement (as defined below), the transfer of all of theshares of Celanese Americas Corporation("CAC") from Celanese Holding GmbH, a whollyowned subsidiary of CAG, to BCP Caylux Holdings Luxembourg S.C.A.("BCP Caylux") resulting in its ownership of100% of the equity of CAC and indirectly, all of its assets,including subsidiary stock. Thereafter, BCP Caylux transferred certainassets, including its equity ownership interest in CAC, to BCP Crystal.In this Quarterly Report, the term "DominationAgreement" refers to the domination and profit and losstransfer agreement between CAG and the Purchaser, pursuant to which thePurchaser became obligated on October 1, 2004 to offer to acquire alloutstanding CAG Shares from the minority shareholders of CAG in returnfor payment of fair cash compensation in accordance with Germanlaw.

Celanese AG is incorporated as a stock corporation(Aktiengesellschaft, AG) organized under the laws of the FederalRepublic of Germany. As used in this document, the term"CAG" refers to (i) prior to theRestructuring, Celanese AG and CAC, their consolidated subsidiaries,their non-consolidated subsidiaries, ventures and other investments,and (ii) following the Restructuring, Celanese AG, its consolidatedsubsidiaries, its non-consolidated subsidiaries, ventures and otherinvestments, except that with respect to shareholder and similarmatters where the context indicates, "CAG"refers to Celanese AG. For accounting purposes,"Predecessor" refers to CAG and itssubsidiaries.

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Following the transfer of CAC to BCPCrystal, (1) BCP Crystal Holdings Ltd. 2 contributed substantially allof its assets and liabilities (including all outstanding capital stockof BCP Caylux) to BCP Crystal and (2) BCP Crystal assumed certainobligations of BCP Caylux, including all rights and obligations of BCPCaylux under the senior credit facilities, the floating rate term loanand the notes. BCP Crystal Holdings Ltd. 2 reorganized as a Delawarelimited liability company and changed its name to Celanese HoldingsLLC. Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.reorganized as a Delaware corporation and changed its name to CelaneseCorporation. BCP Crystal, at its discretion, may subsequently cause theliquidation of BCP Caylux.

As a result of these transactions,Celanese Holdings holds indirectly, and BCP Crystal holds directly,100% of CAC's equity and, indirectly, all equity owned byCAC in its subsidiaries. In addition, Celanese Holdings and BCP Crystalhold, indirectly, all of the outstanding common stock of CAG held bythe Purchaser and all of the wholly owned subsidiaries of CelaneseHoldings that guarantee BCP Caylux's obligations under the seniorcredit facilities and guarantee the senior subordinated notes issued onJune 8, 2004 and July 1, 2004 on an unsecured senior subordinatedbasis. See Notes 3 and 9 to the Unaudited Interim ConsolidatedFinancial Statements (as defined below).

The unaudited interimconsolidated financial statements of the Successor for the three andsix months ended June 30, 2005 and the three months ended June 30, 2004as well as the unaudited interim consolidated financial statements ofthe Predecessor for the three months ended March 31, 2004 contained inthis Quarterly Report (collectively, the "UnauditedInterim Consolidated Financial Statements") were preparedin accordance with accounting principles generally accepted in theUnited States ("U.S. GAAP") for all periodspresented. The Unaudited Interim Consolidated Financial Statements andother financial information included in this Quarterly Report, unlessotherwise specified, have been presented to separately show the effectsof discontinued operations. The results of the Successor are notcomparable to the results of the Predecessor due to the differences inthe basis of presentation of purchase accounting as compared tohistorical cost.

CAG is a foreign private issuer and previouslyfiled its consolidated financial statements as of December 31, 2003 and2002 in its Annual Report on Form 20-F. CAG changed its fiscal year endto September 30 and filed its consolidated financial statements as ofSeptember 30, 2004 and for the nine months then ended in its 2004Annual Report on Form 20-F. In accordance with German law, thereporting currency of the CAG consolidated financial statements is theeuro. As a result of the Purchaser's acquisition of votingcontrol of CAG, the financial statements of CAG contained in thisdocument are reported in U.S. dollars to be consistent with ourreporting requirements. For CAG's reporting requirements, theeuro continues to be the reporting currency.

In the preparationof other information included in this document, euro amounts have beentranslated into U.S. dollars at the applicable historical rate ineffect on the date of the relevant event or period. For purposes ofprospective information, euro amounts have been translated into U.S.dollars using the rate in effect on June 30, 2005. Our inclusion ofthis information is not meant to suggest that the euro amounts actuallyrepresent such dollar amounts or that such amounts could have beenconverted into U.S. dollars at any particular rate, if at all.

Market Industry and Data Forecasts

This document includesindustry data and forecasts that Celanese Holdings has prepared based,in part, upon industry data and forecasts obtained from industrypublications and surveys and internal company surveys. Third-partyindustry publications and surveys and forecasts generally state thatthe information contained therein has been obtained from sourcesbelieved to be reliable.

AO PlusTM, BuyTiconaDirectTM,CelActiv®, Celanex®,Celcon®, Celstran®,Celvolit®, Compel®, GUR®,Hoecat®, Hostaform®,Impet®, Impet-HI®,Mowilith®, Nutrinova® DHA,Riteflex®, Sunett®,Topas®, Vandar®, VAntageTM,Vectra®, Vectran®,Vinamul®, Elite®, Duroset®and certain other products and services that may be named in thisdocument are registered trademarks and service marks of CAG.Acetex® is a registered trademark of Acetex Corporation,an indirect wholly owned subsidiary of Celanese.Fortron® is a registered trademark of FortronIndustries, a venture of the Company.

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Special Note Regarding Forward-LookingStatements

Investors are cautioned that the forward-lookingstatements contained in this Quarterly Report involve both risk anduncertainty. Many important factors could cause actual results todiffer materially from those anticipated by these statements. Many ofthese factors are macroeconomic in nature and are, therefore, beyondour control. See "Management's Discussion andAnalysis of Financial Condition and Results ofOperations—Forward-Looking Statements May ProveInaccurate."

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PART I – FINANCIALINFORMATION

Item 1.    Financial Statements

INDEXTO THE UNAUDITED INTERIM CONSOLIDATED FINANCIALSTATEMENTS

|                                                                                                                                                           |  |        |        |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                                                                                                      |  | PAGE   |
| CELANESEHOLDINGS LLC UNAUDITED INTERIM CONSOLIDATED FINANCIALSTATEMENTS                                                                                   |  |   |   |   |
| UnauditedConsolidated Statements of Operations for the three months ended June30, 2005 and 2004                                                           |  |   | 7      |   |
| Unaudited ConsolidatedStatements of Operations for the six months ended June 30, 2005 and thethree months ended June 30, 2004 and March 31,2004           |  |   | 8      |   |
| Unaudited Consolidated Balance Sheetsas of June 30, 2005 and December 31,2004                                                                             |  |   | 9      |   |
| Unaudited Consolidated Statements ofShareholders' Equity for the six months ended June 30, 2005 andthe three months ended June 30, 2004 and March 31,2004 |  |   | 10     |   |
| Unaudited Consolidated Statements ofCash Flows for the six months ended June 30, 2005 and the three monthsended June 30, 2004 and March 31,2004           |  |   | 11     |   |
| Notes to theUnaudited Interim Consolidated FinancialStatements                                                                                            |  |   | 13     |   |
|                                                                                                                                                           |

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS

|                                                                            |  |                                 |         |                                 |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|---------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                       |
|                                                                       |  | ThreeMonths Ended June 30, 2005 |         | Three Months Ended June30, 2004 |
|                                                                       |  | (in $millions)                  |
| Net sales                                                                  |  |                            | 1,517   |                            |  |   | 1,229   |    |
| Cost of sales                                                              |  |                            | (1,175  | )                          |  |   | (1,058  | )  |
| Selling, generaland administrative expenses                                |  |                            | (134    | )                          |  |   | (125    | )  |
| Research anddevelopment expenses                                           |  |                            | (23     | )                          |  |   | (22     | )  |
| Specialcharges:                                                            |  |                            |    |                            |  |   |    |    |
| Insurancerecoveries associated with plumbingcases                          |  |                            | 4       |                            |  |   | 2       |    |
| Restructuring,impairment and other specialcharges                          |  |                            | (31     | )                          |  |   | (1      | )  |
| Foreignexchange gain (loss),net                                            |  |                            | (1      | )                          |  |   | — |    |
| Gain (loss) ondisposition of assets,net                                    |  |                            | (3      | )                          |  |   | — |    |
| Operatingprofit                                                            |  |                            | 154     |                            |  |   | 25      |    |
| Equity in netearnings ofaffiliates                                         |  |                            | 12      |                            |  |   | 18      |    |
| Interest expense                                                           |  |                            | (59     | )                          |  |   | (124    | )  |
| Interest income                                                            |  |                            | 8       |                            |  |   | 7       |    |
| Other income (expense),net                                                 |  |                            | 18      |                            |  |   | (21     | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                            | 133     |                            |  |   | (95     | )  |
| Income taxprovision                                                        |  |                            | (40     | )                          |  |   | (10     | )  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                            | 93      |                            |  |   | (105    | )  |
| Minorityinterests                                                          |  |                            | (13     | )                          |  |   | (10     | )  |
| Earnings(loss) from continuing operations                                  |  |                            | 80      |                            |  |   | (115    | )  |
| Earnings (loss)from discontinuedoperations                                 |  |                            | — |                            |  |   | (1      | )  |
| Netearnings(loss)                                                          |  |                            | 80      |                            |  |   | (116    | )  |
|                                                                            |

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS

|                                                                            |  |                              |         |                                 |  |                                  |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|------------------------------|---------|---------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                    |         | Predecessor                     |
|                                                                       |  | SixMonths EndedJune 30, 2005 |         | Three Months Ended June 30,2004 |  | Three Months Ended March 31,2004 |
|                                                                       |  | (in $millions)               |
| Net sales                                                                  |  |                         | 3,026   |                            |  |                             | 1,229   |    |  |   | 1,243   |    |
| Cost ofsales                                                               |  |                         | (2,300  | )                          |  |                             | (1,058  | )  |  |   | (1,002  | )  |
| Selling,general and administrative expenses                                |  |                         | (292    | )                          |  |                             | (125    | )  |  |   | (137    | )  |
| Researchand development expenses                                           |  |                         | (46     | )                          |  |                             | (22     | )  |  |   | (23     | )  |
| Specialcharges:                                                            |  |                         |    |                            |  |                             |    |    |  |   |    |    |
| Insurancerecoveries associated with plumbingcases                          |  |                         | 4       |                            |  |                             | 2       |    |  |   | — |    |
| Restructuring,impairment and other specialcharges                          |  |                         | (69     | )                          |  |                             | (1      | )  |  |   | (28     | )  |
| Foreignexchange gain (loss),net                                            |  |                         | 2       |                            |  |                             | — |    |  |   | — |    |
| Gain(loss) on disposition of assets,net                                    |  |                         | (2      | )                          |  |                             | — |    |  |   | (1      | )  |
| Operatingprofit                                                            |  |                         | 323     |                            |  |                             | 25      |    |  |   | 52      |    |
| Equity innet earnings ofaffiliates                                         |  |                         | 27      |                            |  |                             | 18      |    |  |   | 12      |    |
| Interestexpense                                                            |  |                         | (199    | )                          |  |                             | (124    | )  |  |   | (6      | )  |
| Interestincome                                                             |  |                         | 18      |                            |  |                             | 7       |    |  |   | 5       |    |
| Other income(expense),net                                                  |  |                         | 21      |                            |  |                             | (21     | )  |  |   | 9       |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                         | 190     |                            |  |                             | (95     | )  |  |   | 72      |    |
| Incometax provision                                                        |  |                         | (57     | )                          |  |                             | (10     | )  |  |   | (17     | )  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                         | 133     |                            |  |                             | (105    | )  |  |   | 55      |    |
| Minorityinterests                                                          |  |                         | (38     | )                          |  |                             | (10     | )  |  |   | — |    |
| Earnings(loss) from continuing operations                                  |  |                         | 95      |                            |  |                             | (115    | )  |  |   | 55      |    |
| Earnings(loss) from discontinuedoperations:                                |  |                         |    |                            |  |
| Gain (loss)from operation of discontinuedoperations                        |  |                         | — |                            |  |                             | — |    |  |   | (5      | )  |
| Gain(loss) on disposal of discontinuedoperations                           |  |                         | — |                            |  |                             | (1      | )  |  |   | 14      |    |
| Incometax benefit(expense)                                                 |  |                         | — |                            |  |                             | — |    |  |   | 14      |    |
| Earnings(loss) from discontinuedoperations                                 |  |                         | — |                            |  |                             | 116     |    |  |   | 23      |    |
| Netearnings(loss)                                                          |  |                         | 95      |                            |  |                             | (116    | )  |  |   | 78      |    |
|                                                                            |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

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CELANESE HOLDINGS LLC ANDSUBSIDIARIES UNAUDITED CONSOLIDATED BALANCESHEETS

|                                                                                                                                                          |  |                   |        |                       |  |        |       |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|--------|-----------------------|--|--------|-------|---------|--|--|
|                                                                                                                                                     |  | AsofJune 30, 2005 |        | As ofDecember 31,2004 |
|                                                                                                                                                     |  | (in $millions)    |
| **ASSETS**                                                                                                                                               |  |              |   |                  |  |
| Currentassets:                                                                                                                                           |  |              |   |                  |  |
| Cash and cashequivalents                                                                                                                                 |  |              | 958    |                  |  |   | 838   |    |
| Receivables                                                                                                                                              |  |              |   |                  |  |
| Tradereceivables, net — third party and affiliates, net of allowancefor doubtful accounts of $22 million as of June 30, 2005 and December31, 2004: |  |              | 955    |                  |  |   | 866   |    |
| Otherreceivables                                                                                                                                         |  |              | 524    |                  |  |   | 678   |    |
| Inventories                                                                                                                                              |  |              | 586    |                  |  |   | 618   |    |
| Deferredincome taxes                                                                                                                                     |  |              | 75     |                  |  |   | 71    |    |
| Otherassets                                                                                                                                              |  |              | 106    |                  |  |   | 86    |    |
| Assets of discontinuedoperations                                                                                                                         |  |              | 3      |                  |  |   | 2     |    |
| Totalcurrentassets                                                                                                                                       |  |              | 3,207  |                  |  |   | 3,159 |    |
| Investments                                                                                                                                              |  |              | 543    |                  |  |   | 600   |    |
| Property,plant and equipment, net of accumulated depreciation of $563 millionand $446 million as of June 30, 2005 and December 31, 2004,respectively     |  |              | 1,756  |                  |  |   | 1,702 |    |
| Deferredincome taxes                                                                                                                                     |  |              | 30     |                  |  |   | 54    |    |
| Otherassets                                                                                                                                              |  |              | 644    |                  |  |   | 739   |    |
| Goodwill                                                                                                                                                 |  |              | 813    |                  |  |   | 747   |    |
| Intangibleassets,net                                                                                                                                     |  |              | 389    |                  |  |   | 400   |    |
| Totalassets                                                                                                                                              |  |              | 7,382  |                  |  |   | 7,401 |    |
| **LIABILITIESAND SHAREHOLDERS' EQUITY**                                                                                                                  |  |              |   |                  |  |
| Currentliabilities:                                                                                                                                      |  |              |   |                  |  |
| Short-term borrowings andcurrent installments of long-term debt — third party andaffiliates                                                        |  |              | 140    |                  |  |   | 144   |    |
| Accountspayable and accruedliabilities:                                                                                                                  |  |              |   |                  |  |
| Trade payables —third party andaffiliates                                                                                                          |  |              | 680    |                  |  |   | 722   |    |
| Othercurrent liabilities                                                                                                                                 |  |              | 739    |                  |  |   | 888   |    |
| Deferredincome taxes                                                                                                                                     |  |              | 14     |                  |  |   | 20    |    |
| Income taxespayable                                                                                                                                      |  |              | 230    |                  |  |   | 214   |    |
| Liabilities ofdiscontinuedoperations                                                                                                                     |  |              | 7      |                  |  |   | 7     |    |
| Totalcurrentliabilities                                                                                                                                  |  |              | 1,810  |                  |  |   | 1,995 |    |
| Long-termdebt                                                                                                                                            |  |              | 2,893  |                  |  |   | 2,716 |    |
| Deferred incometaxes                                                                                                                                     |  |              | 227    |                  |  |   | 256   |    |
| Benefitobligations                                                                                                                                       |  |              | 1,003  |                  |  |   | 1,000 |    |
| Otherliabilities                                                                                                                                         |  |              | 452    |                  |  |   | 510   |    |
| Minorityinterests                                                                                                                                        |  |              | 523    |                  |  |   | 518   |    |
| Commitmentsandcontingencies                                                                                                                              |  |              |   |                  |  |
| Shareholders'equity:                                                                                                                                     |  |              |   |                  |  |
| Additionalpaid-in capital                                                                                                                                |  |              | 821    |                  |  |   | 837   |    |
| Retainedearnings (deficit)                                                                                                                               |  |              | (92    | )                |  |   | (187  | )  |
| LoantoShareholder                                                                                                                                        |  |              | (227   | )                |  |   | (227  | )  |
| Accumulatedother comprehensive income (loss),net                                                                                                         |  |              | (28    | )                |  |   | (17   | )  |
| Total shareholders' equity                                                                                                                               |  |              | 474    |                  |  |   | 406   |    |
| Totalliabilities and shareholders' equity                                                                                                                |  |              | 7,382  |                  |  |   | 7,401 |    |
|                                                                                                                                                          |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFSHAREHOLDERS' EQUITY

|                                               |  |               |         |                          |  |                           |         |                                                   |  |                    |         |               |  |                           |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------|--|---------------|---------|--------------------------|--|---------------------------|---------|---------------------------------------------------|--|--------------------|---------|---------------|--|---------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                          |  | CommonStock   |         | AdditionalPaid-inCapital |  | RetainedEarnings(Deficit) |         | Accumulated Other Comprehensive Income(Loss), Net |  | Loan toShareholder |         | TreasuryStock |  | TotalShareholders' Equity |
|                                          |  | (in$millions) |         |
| **Predecessor**                               |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Balanceat December 31,2003                    |  |          | 150     |                     |  |                      | 2,714   |                                              |  |               | 25      |          |  |                      | (198    | )  |  |   | — |    |  |   | (109    | )  |  |   | 2,582   |    |
| Comprehensiveincome (loss), net               |  |
| oftax:                                        |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netearnings(loss)                             |  |          | — |                     |  |                      | — |                                              |  |               | 78      |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 78      |    |
| Othercomprehensiveincome                      |  |
| (loss):                                       |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Unrealizedgain (loss) onsecurities            |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | 7       |    |  |   | — |    |  |   | — |    |  |   | 7       |    |
| Foreigncurrencytranslation                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (46     | )  |  |   | — |    |  |   | — |    |  |   | (46     | )  |
| Othercomprehensiveincome                      |  |
| (loss)                                        |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (39     | )  |  |   | — |    |  |   | — |    |  |   | (39     | )  |
| Comprehensiveincome(loss)                     |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 39      |    |
| Amortizationofdeferred                        |  |
| compensation.                                 |  |          | — |                     |  |                      | 1       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 1       |    |
| Balanceat March 31,2004                       |  |          | 150     |                     |  |                      | 2,715   |                                              |  |               | 103     |          |  |                      | (237    | )  |  |   | — |    |  |   | (109    | )  |  |   | 2,622   |    |
|                                          |  |
| **Successor**                                 |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Contributedcapital                            |  |          | — |                     |  |                      | 820     |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 820     |    |
| Comprehensiveincome (loss), net               |  |
| oftax:                                        |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netearnings(loss)                             |  |          | — |                     |  |                      | — |                                              |  |               | (116    | )        |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (116    | )  |
| Othercomprehensiveincome                      |  |
| (loss):                                       |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Unrealizedgain (loss)on                       |  |
| securities                                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (7      | )  |  |   | — |    |  |   | — |    |  |   | (7      | )  |
| Foreigncurrencytranslation                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (16     | )  |  |   | — |    |  |   | — |    |  |   | (16     | )  |
| Unrealizedgain (loss) on                      |  |
| derivativecontracts                           |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Othercomprehensive income (loss)              |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (23     | )  |  |   | — |    |  |   | — |    |  |   | (23     | )  |
| Comprehensiveincome(loss)                     |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (139    | )  |
| Indemnificationofdemerger                     |  |
| liability                                     |  |          | — |                     |  |                      | 1       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 1       |    |
| Balanceat June 30,2004                        |  |          | — |                     |  |                      | 821     |                                              |  |               | (116    | )        |  |                      | (23     | )  |  |   | — |    |  |   | — |    |  |   | 682     |    |
|                                          |  |
| **Successor**                                 |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Balanceat December 31,2004                    |  |          | — |                     |  |                      | 837     |                                              |  |               | (187    | )        |  |                      | (17     | )  |  |   | (227    | )  |  |   | — |    |  |   | 406     |    |
| Comprehensiveincome (loss), net               |  |
| oftax:                                        |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netearnings(loss)                             |  |          | — |                     |  |                      | — |                                              |  |               | 95      |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 95      |    |
| Othercomprehensive income(loss):              |  |
| Unrealized gain (loss)on                      |  |
| securities:                                   |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      | 3       |    |  |   |    |    |  |   |    |    |  |   | 3       |    |
| Foreigncurrencytranslation                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (4      | )  |  |   | — |    |  |   | — |    |  |   | (4      | )  |
| Unrealizedgain (loss) on                      |  |
| derivativecontracts                           |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (10     | )  |  |   | — |    |  |   | — |    |  |   | (10     | )  |
| Othercomprehensiveincome                      |  |
| (loss)                                        |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (11     | )  |  |   | — |    |  |   | — |    |  |   | (11     | )  |
| Comprehensiveincome(loss)                     |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 84      |    |
| Indemnificationofdemerger                     |  |
| liability                                     |  |          | — |                     |  |                      | 2       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 2       |    |
| DistributiontoParent                          |  |          | — |                     |  |                      | (581    | )                                            |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (581    | )  |
| Settlementof intercompany balances withParent |  |          | — |                     |  |                      | (9      | )                                            |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (9      | )  |
| ContributionfromParent                        |  |          | — |                     |  |                      | 572     |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 572     |    |
| Balanceat June 30,2005                        |  |          | — |                     |  |                      | 821     |                                              |  |               | (92     | )        |  |                      | (28     | )  |  |   | (227    | )  |  |   | — |    |  |   | 474     |    |
|                                               |

|  |
|--|
|  |  |
|  |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

10

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS

|                                                                                                   |  |                              |                                      |                                 |  |                                  |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------|--|------------------------------|--------------------------------------|---------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                              |  | Successor                    |                                      | Predecessor                     |
|                                                                                              |  | SixMonths EndedJune 30, 2005 |                                      | Three Months EndedJune 30, 2004 |  | Three Months Ended March 31,2004 |
|                                                                                              |  | (in $millions)               |
| Operating activities fromcontinuingoperations:                                                    |  |                         |        |                            |  |                             |    |    |  |
| Netearnings(loss)                                                                                 |  |                         | 95                                   |                            |  |                             | (116    | )  |  |   | 78      |    |
| (Earnings)loss from discontinued operations,net                                                   |  |                         | —                              |                            |  |                             | 1       |    |  |   | (23     | )  |
| Adjustmentsto reconcile net earnings (loss) to net cash provided by (used in)operatingactivities: |  |                         |                                 |                            |  |                             |    |    |  |   |    |    |
| Specialcharges, net of amountsused                                                                |  |                         | 3                                    |                            |  |                             | (20     | )  |  |   | 20      |    |
| Stock basedcompensation                                                                           |  |                         | —                              |                            |  |                             | 1       |    |  |   | 2       |    |
| Depreciation                                                                                      |  |                         | 100                                  |                            |  |                             | 68      |    |  |   | 69      |    |
| Amortization ofintangibles and otherassets                                                        |  |                         | 30                                   |                            |  |                             | 3       |    |  |   | 3       |    |
| Amortizationof deferred financingfees                                                             |  |                         | 30                                   |                            |  |                             | 73      |    |  |   | — |    |
| Premiumon early redemption ofdebt                                                                 |  |                         | 55                                   |                            |  |                             | — |    |  |   | — |    |
| Changein equity ofaffiliates                                                                      |  |                         | 19                                   |                            |  |                             | (12     | )  |  |   | 3       |    |
| Deferredincometaxes                                                                               |  |                         | (12                                  | )                          |  |                             | (19     | )  |  |   | (12     | )  |
| (Gain)loss on disposition of assets,net                                                           |  |                         | 2                                    |                            |  |                             | — |    |  |   | — |    |
| (Gain)loss on foreign currency,net                                                                |  |                         | 42                                   |                            |  |                             | 19      |    |  |   | (26     | )  |
| Minorityinterest                                                                                  |  |                         | 38                                   |                            |  |                             | 10      |    |  |   | — |    |
| Changesin operating assets andliabilities:                                                        |  |                         |                                 |                            |  |                             |    |    |  |   |    |    |
| Tradereceivables, net — third party andaffiliates                                           |  |                         | (115                                 | )                          |  |                             | 6       |    |  |   | (89     | )  |
| Otherreceivables                                                                                  |  |                         | 53                                   |                            |  |                             | (30     | )  |  |   | (42     | )  |
| Prepaidexpenses                                                                                   |  |                         | (21                                  | )                          |  |                             | 20      |    |  |   | 14      |    |
| Inventories                                                                                       |  |                         | 26                                   |                            |  |                             | 49      |    |  |   | (11     | )  |
| Tradepayables — third party andaffiliates                                                   |  |                         | (32                                  | )                          |  |                             | (18     | )  |  |   | (6      | )  |
| Benefitobligations and otherliabilities                                                           |  |                         | (159                                 | )                          |  |                             | (144    | )  |  |   | (118    | )  |
| Incometaxespayable                                                                                |  |                         | 42                                   |                            |  |                             | 22      |    |  |   | 38      |    |
| Other,net                                                                                         |  |                         | (15                                  | )                          |  |                             | (17     | )  |  |   | (7      | )  |
| Netcash provided by (used in) operatingactivities                                                 |  |                         | 181                                  |                            |  |                             | (104    | )  |  |   | (107    | )  |
| Investingactivities from continuingoperations:                                                    |  |                         |                                 |                            |  |                             |    |    |  |   |    |    |
| Capitalexpenditures on property, plant andequipment                                               |  |                         | (86                                  | )                          |  |                             | (50     | )  |  |   | (44     | )  |
| Acquisitionof CAG, net of cashacquired                                                            |  |                         | (6                                   | )                          |  |                             | (1,531  | )  |  |   | — |    |
| Feesassociated withacquisitions                                                                   |  |                         | (10                                  | )                          |  |                             | (67     | )  |  |   |    |    |
| AcquisitionofVinamul                                                                              |  |                         | (208                                 | )                          |  |                             | — |    |  |   | — |    |
| Proceedsfrom sale ofassets                                                                        |  |                         | 14                                   |                            |  |                             | 1       |    |  |   |    |    |
| Net proceedsfrom disposal of discontinuedoperations                                               |  |                         | 75                                   |                            |  |                             | — |    |  |   | 139     |    |
| Proceedsfrom sale of marketablesecurities                                                         |  |                         | 141                                  |                            |  |                             | 27      |    |  |   | 42      |    |
| Purchasesof marketablesecurities                                                                  |  |                         | (59                                  | )                          |  |                             | (28     | )  |  |   | (42     | )  |
| Other,net                                                                                         |  |                         | 1                                    |                            |  |                             | (1      | )  |  |   | 1       |    |
| Netcash provided by (used in) investingactivities                                                 |  |                         | (138                                 | )                          |  |                             | (1,649  | )  |  |   | 96      |    |
|                                                                                                   |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

11

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)

|                                                                  |  |                              |         |                                 |  |                                  |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------|--|------------------------------|---------|---------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                             |  | Successor                    |         | Predecessor                     |
|                                                             |  | SixMonths EndedJune 30, 2005 |         | Three Months EndedJune 30, 2004 |  | Three Months Ended March 31,2004 |
|                                                             |  | (in $millions)               |
| Financing activities fromcontinuingoperations:                   |  |                         |    |                            |  |                             |    |    |  |
| Initialcapitalization                                            |  |                         | — |                            |  |                             | 820     |    |  |   | — |    |
| Borrowingsunder bridgeloans                                      |  |                         | — |                            |  |                             | 1,565   |    |  |   | — |    |
| Repaymentof bridge loans                                         |  |                         | — |                            |  |                             | (1,565  | )  |  |   | — |    |
| Proceedsfrom issuance of senior subordinated notes               |  |                         | — |                            |  |                             | 1,244   |    |  |   | — |    |
| Redemptionof senior subordinated notes, including relatedpremium |  |                         | (572    | )                          |  |                             | — |    |  |   | — |    |
| Proceedsfrom floating rate termloan                              |  |                         | — |                            |  |                             | 350     |    |  |   | — |    |
| Repaymentof floating rate term loan, including related premium   |  |                         | (354    | )                          |  |                             | — |    |  |   | — |    |
| Borrowingsunder term loanfacility                                |  |                         | 1,135   |                            |  |                             | 389     |    |  |   | — |    |
| ContributionfromParent                                           |  |                         | 572     |                            |  |                             | — |    |  |   | — |    |
| Short-termborrowings (repayments),net                            |  |                         | (26     | )                          |  |                             | 7       |    |  |   | (16     | )  |
| Proceeds(payments) from other long-term debt,net                 |  |                         | 9       |                            |  |                             | (177    | )  |  |   | (27     | )  |
| Issuance ofpreferred stock by consolidatedsubsidiary             |  |                         | — |                            |  |                             | 15      |    |  |   | — |    |
| Feesassociated withfinancings                                    |  |                         | (7      | )                          |  |                             | (152    | )  |  |   | — |    |
| DistributiontoParent                                             |  |                         | (581    | )                          |  |                             | — |    |  |   | — |    |
| Dividendpayments                                                 |  |                         | — |                            |  |                             | (1      | )  |  |   | — |    |
| Netcash provided by (used in) financingactivities                |  |                         | 176     |                            |  |                             | 2,495   |    |  |   | (43     | )  |
| Exchangerate effects on cash..                                   |  |                         | (99     | )                          |  |                             | (26     | )  |  |   | (1      | )  |
| Netincrease (decrease) in cash and cash equivalents..            |  |                         | 120     |                            |  |                             | 716     |    |  |   | (55     | )  |
| Cash and cashequivalents at beginning ofperiod                   |  |                         | 838     |                            |  |                             | — |    |  |   | 148     |    |
| Cashand cash equivalents at end ofperiod                         |  |                         | 958     |                            |  |                             | 716     |    |  |   | 93      |    |
| Netcash provided by (used in) discontinuedoperations:            |  |                         |    |                            |  |                             |    |    |  |
| Operatingactivities                                              |  |                         | (75     | )                          |  |                             | — |    |  |   | (139    | )  |
| Investingactivities                                              |  |                         | 75      |                            |  |                             | — |    |  |   | 139     |    |
| Financingactivities                                              |  |                         | — |                            |  |                             | — |    |  |   | — |    |
| Netcash provided by (used in) discontinuedoperations             |  |                         | — |                            |  |                             | — |    |  |   | — |    |
|                                                                  |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

12

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS

1.    Descriptionof the Company and Basis of Presentation

Description ofthe Company

Celanese Holdings LLC ("CelaneseHoldings") and its subsidiaries (collectively the"Company" or the"Successor") is a global industrial chemicalscompany, primarily comprising the former business of Celanese AG andits subsidiaries ("CAG" or the"Predecessor"). The Company's businessinvolves processing chemical raw materials, such as ethylene andpropylene, and natural products, including natural gas and wood pulp,into value-added chemicals and chemical-based products.

Basisof Presentation

The results of operations and cash flows andrelated disclosures for periods prior to April 1, 2004 (a conveniencedate for the April 6, 2004 acquisition date), the effective date of theacquisition of CAG (the "Effective Date"),are presented as those of the Predecessor. The financial position,results of operations and cash flows and related disclosures subsequentto the Effective Date, are presented as those of the Successor.

The unaudited interim consolidated financial statements of theSuccessor as of and for the three and six months ended June 30, 2005,for the three months ended June 30, 2004 and as of December 31, 2004reflect the acquisition of CAG under the purchase method of accountingin accordance with Financial Accounting Standards Board("FASB") Statement of Financial AccountingStandards ("SFAS") No. 141, BusinessCombinations.

In the opinion of management, the unauditedinterim consolidated financial statements contain all adjustments(consisting only of normal recurring adjustments) necessary for a fairpresentation of the financial position, results of operations, and cashflows of the Company and the Predecessor. Certain information andfootnote disclosures normally included in financial statements preparedin accordance with accounting principles generally accepted in theUnited States ("U.S. GAAP") have beencondensed or omitted in accordance with rules and regulations of theSecurities and Exchange Commission ("SEC").These unaudited interim consolidated financial statements should beread in conjunction with the Company's consolidated financialstatements as of and for the nine months ended December  31,2004, as filed with the SEC on Form 10-K.

Operating results forthe three and six months ended June 30, 2005 and for the three monthsended June 30, 2004 and March  31, 2004 are not necessarilyindicative of the results to be expected for the entire year. Theresults of the Successor are not comparable to the results of thePredecessor due to the difference in the basis of presentation ofpurchase accounting as compared to historical cost.

Thepreparation of consolidated financial statements in conformity withU.S. GAAP requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities, disclosure ofcontingent assets and liabilities at the date of the consolidatedfinancial statements and the reported amounts of revenues, expenses andallocated charges during the reporting period. The more significantestimates pertain to purchase accounting, allowance for doubtfulaccounts, inventory allowances, impairments of intangible assets andother long-lived assets, restructuring costs and other special charges,income taxes, pension and other postretirement benefits, assetretirement obligations, environmental liabilities and losscontingencies, among others. Actual results could differ from thoseestimates.

The Company has reclassified certain prior periodamounts to conform to the current period's presentation.

2.    Acquisition of Celanese AG (the"Acquisition")

On April 6, 2004,Celanese Europe Holding GmbH & Co. KG (the"Purchaser"), an indirect wholly ownedsubsidiary of the Successor, acquired approximately 84% of theCelanese AG ordinary 

13

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

shares, excluding treasury shares("CAG Shares"), pursuant to a voluntarytender offer commenced in February 2004. The CAG Shares were acquiredat a price of €32.50 per share or an aggregate purchaseprice of $1,693 million, including direct acquisition costs ofapproximately $69 million. During the nine months ended December 31,2004 and the six months ended June 30, 2005, the Purchaser acquiredadditional CAG Shares for a purchase price of $33 million and $6million, respectively. As of June 30, 2005 and December 31, 2004, thePurchaser's ownership percentage remained at approximately84%. The additional CAG Shares were acquired pursuant to amandatory offer commenced in September 2004 that will expire on October1, 2005, unless further extended.

Pro formainformation

The following pro forma information for the sixmonths ended June 30, 2004 was prepared as if the Acquisition hadoccurred as of the beginning of suchperiod:

|                    |  |                              |         |        |  |  |
|--------------------|--|------------------------------|---------|--------|--|--|
|               |  | SixMonths EndedJune 30, 2004 |
|               |  | (in $millions)               |
| Netsales           |  |                         | 2,472   |   |
| Operatingprofit    |  |                         | 115     |   |
| Net earnings(loss) |  |                         | — |   |
|                    |

Pro forma adjustmentsinclude adjustments for (1) purchase accounting, including (i) theapplication of purchase accounting to pension and other postretirementobligations (ii) the application of purchase accounting to property,plant and equipment and intangible assets, (2) adjustments for itemsdirectly related to the transaction, including (i) the impact of theadditional pension contribution, (ii) fees incurred by the Companyrelated to the Acquisition, and (iii) adjustments to interest expenseto reflect the Company's new capital structure, and (3)corresponding adjustments to income tax expense.

The pro formainformation is not necessarily indicative of the results that wouldhave occurred had the Acquisition occurred as of the beginning of theperiod presented, nor is it necessarily indicative of futureresults.

3.    Domination Agreement and OrganizationalRestructuring

Domination Agreement

OnOctober 1, 2004, a domination and profit and loss transfer agreement(the "Domination Agreement") between CelaneseAG and the Purchaser became operative. When the Domination Agreementbecame operative, the Purchaser became obligated to offer to acquireall outstanding CAG Shares from the minority shareholders of CelaneseAG in return for payment of fair cash compensation. The amount of thisfair cash compensation has been determined to be €41.92per share, plus interest, in accordance with applicable German law. ThePurchaser may elect, or be required, to pay a purchase price in excessof €41.92 to acquire the remaining outstanding CAG Shares.Any minority shareholder who elects not to sell its shares to thePurchaser will be entitled to remain a shareholder of CAG and toreceive from the Purchaser a gross guaranteed fixed annual payment onits shares of €3.27 per CAG Share less certain corporatetaxes in lieu of any future dividend. Beginning October 1, 2004, takinginto account the circumstances and the tax rates at the time ofentering into the Domination Agreement, the net guaranteed fixed annualpayment would be €2.89 per share for a full fiscal year.The net guaranteed fixed annual payment may, depending on applicablecorporate tax rates, in the future be higher, lower or the same as€2.89 per share. For the three and six months ended June30, 2005, a charge of $7  million and $15 million, respectively,was recorded in Other income (expense), net for the anticipatedguaranteed payment.

14

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

Beginning October 1, 2004, under the termsof the Domination Agreement, the Purchaser, as the dominating entity,among other things, is required to compensate Celanese AG for anystatutory annual loss incurred by Celanese AG, the dominated entity, ona non-consolidated basis, at the end of the fiscal year when the losswas incurred. This obligation to compensate Celanese AG for annuallosses will apply during the entire term of the DominationAgreement.

There is no assurance that the Domination Agreementwill remain operative in its current form. If the Domination Agreementceases to be operative, the Company will not be able to directly giveinstructions to the Celanese AG board of management. The DominationAgreement cannot be terminated by the Purchaser in the ordinary courseuntil September 30, 2009. However, irrespective of whether a dominationagreement is in place between the Company and Celanese AG, under Germanlaw Celanese AG is effectively controlled by the Company because of theCompany's approximate 84% ownership of the outstanding CAGShares. The Company does have the ability, through a variety of means,to utilize its controlling rights to, among other things, (1) cause adomination agreement to become operative; (2) use its ability, throughits approximately 84% voting power at any shareholders'meetings of Celanese AG, to elect the shareholder representatives onthe supervisory board and to thereby effectively control theappointment and removal of the members of the Celanese AG board ofmanagement; and (3) effect all decisions that an approximately84% majority shareholder is permitted to make under German law.The controlling rights of the Company constitute a controllingfinancial interest for accounting purposes and result in the Companybeing required to consolidate CAG as of the date of acquisition.

Organizational Restructuring

In October 2004, CelaneseHoldings and certain of its subsidiaries completed an organizationalrestructuring (the "OrganizationalRestructuring") pursuant to which the Purchaser effected,by giving a corresponding instruction under the Domination Agreement,the transfer of all of the shares of Celanese Americas Corporation("CAC") from Celanese Holding GmbH, a whollyowned subsidiary of Celanese AG, to BCP Caylux Holdings LuxembourgS.C.A ("BCP Caylux"), which resulted in BCPCaylux owning 100% of the equity of CAC and, indirectly, all ofits assets, including subsidiary stock. This transfer was affected byCAG selling all outstanding shares in CAC for a €291million note. This note eliminates in consolidation.

Followingthe transfer of CAC to BCP Caylux, (1) Celanese Holdings contributedsubstantially all of its assets and liabilities (including alloutstanding capital stock of BCP Caylux) to BCP Crystal US HoldingsCorp. ("BCP Crystal") in exchange for alloutstanding capital stock of BCP Crystal and (2) BCP Crystal assumedcertain obligations of BCP Caylux, including all rights and obligationsof BCP Caylux under the senior credit facilities, the floating rateterm loan and the senior subordinated notes. BCP Crystal, at itsdiscretion, may subsequently cause the liquidation of BCP Caylux.

As a result of these transactions, BCP Crystal holds 100% ofCAC's equity and, indirectly, all equity owned by CAC in itssubsidiaries. In addition, BCP Crystal holds, indirectly, all of theoutstanding common stock of Celanese AG held by the Purchaser and allof the wholly owned subsidiaries of the Company that guarantee BCPCaylux's obligations under the senior credit facilities guaranteethe senior subordinated notes issued on June 8, 2004 and July 1, 2004(See Note 9) on an unsecured senior subordinated basis.

4.    Celanese Corporation Initial Public Offering andConcurrent Financings

In January 2005, CelaneseCorporation, the ultimate parent of Celanese Holdings, completed aninitial public offering of Series A common stock and convertibleperpetual preferred stock for net proceeds of $985 million. CelaneseCorporation contributed $572 million of the net proceeds to theCompany, through its wholly-owned subsidiary Crystal US Holdings 3L.L.C. The Company used such 

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

proceeds to repay $572 million of theCompany's senior subordinated notes, which includes an earlyredemption premium of $51 million.

Subsequent to the closing ofthe initial public offering, the Company borrowed an additional $1,135million under the amended and restated senior credit facilities, aportion of which was used to repay a $350 million floating rate termloan, which excludes a $4 million early redemption premium, and $200million of which was used as the primary financing for the February2005 acquisition of the Vinamul business (See Notes 6 and  9).Additionally, the amended and restated Senior Credit Facilitiesincluded a $242 million delayed draw term loan. The delayed drawfacility expired unutilized in July 2005. In April and May 2005, theCompany declared and paid $578 million of the net proceeds to itsultimate Parent, Celanese Corporation, through Crystal US Holdings 3L.L.C., in the form of dividends.

5.    AccountingChanges and New Accounting Pronouncements

Accounting Changes

During 2004, thePredecessor changed its inventory valuation method of accounting forits US subsidiaries from the LIFO method to the FIFO method to conformto the Successor's accounting policy. The Predecessor'sfinancial statements have been restated to reflect this change.

In March 2004, the Emerging Issues Task Force("EITF") reached a consensus on Issue No.03-01, Other than Temporary Impairment, which outlines the basicmodel to be used to evaluate whether an investment is impaired and setsthe disclosure requirements for such investments. EITF Issue No. 03-1is to be applied prospectively in periods beginning after June 15,2004. The Company has applied the provisions of EITF Issue No. 03-01 inthe current reporting period with no material impact on theCompany's financial position or results of operations and cashflows for the six months ended June 30, 2005.

On December 8,2003, the Medicare Prescription Drug, Improvement and Modernization Actof 2003 (the "Medicare Act") was signed intolaw. The Act introduces a prescription drug benefit under Medicare("Medicare Part D") as well as a federalsubsidy to sponsors of retiree health care benefit plans that provide abenefit that is at least actuarially equivalent to Medicare Part D. Asof March 31, 2004, as permitted by FASB Staff Position("FSP") 106-1, Accounting and DisclosureRequirements Related to the Medicare Prescription Drug, Improvement andModernization Act of 2003, the Company deferred accounting for theeffects of the Act in the measurement of its Accumulated PostretirementBenefit Obligation (APBO) and the effect to net periodic postretirementbenefit costs. Specific guidance with respect to accounting for theeffects of the Act was issued in FSP No. 106-2, Accounting andDisclosure Requirements Related to the Medicare Prescription Drug,Improvement and Modernization Act of 2003, and the Company hasadopted the provisions of FSP No. 106-2 as of the Effective Date, andincluded any impact in the overall measurement of the liabilities ofthe U.S. postretirement medical plans in purchase accounting.

InMarch 2005, the FASB issued FSP No. FIN 46(R)-5, Implicit VariableInterests under FASB Interpretation No. 46 (revised December 2003).FSP FIN 46(R)-5 addresses whether a reporting enterprise shouldconsider whether it holds an implicit interest in a variable interestentity or potential variable interest entity when specific conditionsexist. The provisions of FSP FIN 46(R)-5 are applicable for reportingperiods beginning after March 3, 2005 (the Company's fiscalquarter ending June 30, 2005). FSP FIN 46(R)-5 did not have a materialimpact on the Company's consolidated financial statements for thethree months ended June 30, 2005.

RecentlyAccounting Pronouncements

In May 2005, the FASB issuedStatement of Financial Accounting Standards No. 154, AccountingChanges and Error Corrections – A Replacement of APB Opinion No.20 and FASB Statement No. 3

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

("SFAS No. 154").SFAS No. 154 requires retrospective application to prior periodsfinancial statements for changes in accounting principle, unless it isimpracticable to determine either the period-specific effects or thecumulative effect of the change. SFAS No. 154 also requires thatretrospective application of a change in accounting principle belimited to the direct effects of the change. Indirect effects of achange in accounting principle, such as a change in non-discretionaryprofit-sharing payments resulting from an accounting change, should berecognized in the period of the accounting change. SFAS No. 154 alsorequires that a change in depreciation, amortization, or depletionmethod for long-lived non-financial assets be accounted for as a changein accounting estimate affected by a change in accounting principle.SFAS No. 154 is effective for accounting changes and corrections oferrors made in fiscal years beginning after December 15, 2005. Earlyadoption is permitted for accounting changes and corrections of errorsmade in fiscal years beginning after the date this Statement is issued.The Company is required to adopt the provision of SFAS No. 154, asapplicable, beginning in the fiscal year ended December 31, 2006.

In June 2005, the FASB's Emerging Issues Task Force reached aconsensus on Issue No. 05-6, Determining the Amortization Period forLeasehold Improvements ("EITF Issue No.05-6"). The guidance requires that leasehold improvementsacquired in a business combination or purchased subsequent to theinception of a lease be amortized over the lesser of the useful life ofthe assets or a term that includes renewals that are reasonably assuredat the date of the business combination or purchase. The guidance iseffective prospectively for leasehold improvements acquired in periodsbeginning after June 29, 2005.

In March 2005, FASB issuedInterpretation No. 47, Accounting for Conditional Asset RetirementObligations – an interpretation of FASB Statement No. 143("FIN No. 47"). FIN No. 47 providesguidelines as to when a company is required to record a conditionalasset retirement obligation. In general, an entity is required torecognize a liability for the fair value of a conditional assetretirement obligation if the fair value of the liability can bereasonably estimated. The fair value of a liability for the conditionalasset retirement obligation should be recognized when incurred –generally upon acquisition, construction, or development and (or)through the normal operation of the asset. FIN No. 47 is effective nolater than the end of fiscal years ending after December 15, 2005(December 31, 2005, for calendar-year enterprises). The Company isstill assessing the impact of FIN No. 47 on its future results ofoperations and financial position.

In December 2004, the FASBissued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendmentof APB Opinion No. 29, Accounting for Nonmonetary Transactions. Theamendments made by SFAS No. 153 are based on the principle thatexchanges of nonmonetary assets should be measured based on the fairvalue of the assets exchanged. Further, the amendments eliminate thenarrow exception for nonmonetary exchanges of similar productive assetsand replace it with a broader exception for exchanges of nonmonetaryassets that do not have commercial substance. The statement iseffective for nonmonetary asset exchanges occurring in fiscal periodsbeginning after June 15, 2005. Earlier application is permitted fornonmonetary asset exchanges occurring in fiscal periods beginning afterthe date of issuance. The provisions of this statement shall be appliedprospectively. The Company is currently evaluating the potential impactof this statement.

In December 2004, the FASB revised SFAS No.123, Accounting for Stock Based Compensation ("SFASNo. 123R"), which requires that the cost from allshare-based payment transactions be recognized in the financialstatements. In March 2005, the SEC issued Staff Accounting Bulletin No.107 ("SAB 107") regarding the SEC'sinterpretation of SFAS 123R and the valuation of share-based paymentsfor public companies. The SEC has deferred SFAS No. 123R until thefirst annual period beginning after June 15, 2005. Accordingly, theCompany intends to comply with SFAS No. 123R beginning with the fiscalyear commencing January 1, 2006. The Company is currently evaluatingthe potential impact of SFAS No. 123R, although it is anticipated thatthe adoption will have a negative impact on its results ofoperations.

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

In November 2004, the FASB issued SFAS No.151, Inventory Costs, amendment to ARB No. 43 Chapter 4("SFAS No. 151"), which clarifies theaccounting for abnormal amounts of idle facility expense, freight,handling costs, and wasted material (spoilage). SFAS No. 151 iseffective for fiscal years beginning after June 15, 2005. The Companyis in the process of assessing the impact of SFAS No. 151 on its futureresults of operations and financial position.

In October 2004,the American Jobs Creation Act of 2004 (the"Act") was signed into law. Three of the moresignificant provisions of the Act relate to a one-time opportunity torepatriate foreign earnings at a reduced rate, manufacturing benefitsfor qualified production activity income and new requirements withrespect to deferred compensation plans. The Company has not yetdetermined the impact, if any, of this Act on its future results ofoperations or cash flows. Additionally, under new Section 409A of theInternal Revenue Code, created in connection with the Act, the U.S.Treasury Department is directed to issue regulations providing guidanceand provide a limited period during which deferred compensation plansmay be amended to comply with the requirements of Section 409A. Whenthe regulations are issued, the Company may be required to makemodifications to certain compensation plans to comply with Section409A.

6.    Acquisitions, Divestitures andVentures

Acquisitions:

On April 6,2004, the Company acquired CAG (See Notes 1 and 2).

In February2005, the Company acquired Vinamul, the North American and Europeanemulsion polymer business of Imperial Chemical Industries PLC("ICI") for $208 million. The Vinamul productline includes vinyl acetate-ethylene copolymers, vinyl acetatehomopolymers and copolymers, and acrylic and vinyl acrylic emulsions.Vinamul operates manufacturing facilities in the United States, Canada,the United Kingdom, and The Netherlands. As part of the agreement, ICIwill continue to supply Vinamul with starch, dextrin and otherspecialty ingredients following the acquisition. The Company willsupply ICI with vinyl acetate monomer and polyvinyl alcohols. Thesupply agreements are for 15 years, and the pricing is based on marketand other negotiated terms. The Company primarily financed thisacquisition through borrowings of $200 million under the amended andrestated senior credit facilities (See Note 9). The Company hasallocated the purchase price on the basis of its preliminary estimateof the fair value of the assets acquired and the liabilities assumed.The estimated fair value of the total assets, identified intangibleassets, and goodwill, were approximately $280 million, $16 million, and$40 million, respectively. Pro forma financial information has not beenprovided as the acquisition did not have a material impact on theCompany's results of operations.

In July 2005, the Companyacquired Acetex Corporation ("Acetex") for$270 million and assumed Acetex's $235 million of debt, which isnet of cash acquired of $66 million. Acetex's operations includean acetyls business with plants in Europe and a North-Americanspecialty polymers and film business. Acetex also previously concludedan agreement for a venture to build an acetyls complex in Saudi Arabiaand has commenced the technical planning for this facility. The Companyacquired Acetex using existing cash. The Company had Acetex exerciseits option to redeem its 10 7/8% senior notesdue 2009 totalling approximately $265 million. The redemption will befunded primarily with cash on hand and is expected to take place August19, 2005. The redemption price is expected to be approximately$280  million, which represents 105.438% of theoutstanding principal amount, plus accrued and unpaid interest toAugust 19, 2005.

Divestitures:

In July2005, in connection with the Vinamul transaction, the Company agreed tosell its emulsion powders business to ICI for approximately $25million. The transaction includes a proposed supply 

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

agreement whereby the Company will supplyproduct to ICI for a period of up to fifteen years. Closing of thetransaction is subject to regulatory approval. Net sales for theemulsions powders business for the six months ended June 30, 2005 wereapproximately $25 million.

In February 2004, the Predecessorsold its acrylates business to The Dow Chemical Company("Dow") for a sales price of approximately$149 million, which resulted in a pre-tax gain of approximately $14million in the three months ended March 31, 2004. Dow acquired thePredecessor's acrylates business line, including inventory,intellectual property and technology for crude acrylic acid, glacialacrylic acid, ethyl acrylate, butyl acrylate, methyl acrylate and2-ethylhexyl acrylate, as well as acrylates production assets at theClear Lake, Texas facility. In related agreements, the Company providescertain contract manufacturing services to Dow, and Dow suppliesacrylates to the Company for use in its emulsions production.Simultaneous with the sale, the Predecessor repaid an unrelatedobligation of $95 million to Dow. The acrylates business was part ofthe Predecessor's Chemical business. As a result of thistransaction, the assets, liabilities, revenues and expenses related tothe acrylates product lines at the Clear Lake, Texas facility as wellas the gain recorded on the sale are reflected as a component ofdiscontinued operations in the consolidated financial statements inaccordance with SFAS No. 144.

Discontinued operations ofChemical Products for the three months ended March 31, 2004 had netsales of $21 million and an operating loss of $5 million.

Ventures:

In April 2004, theCompany and a group of investors led by Conduit Ventures Ltd. enteredinto a venture, Pemeas GmbH, which was formed to advance thecommercialization of the Company's fuel cell technology. PemeasGmbH is considered a variable interest entity as defined under FIN No.46, The Company is deemed the primary beneficiary of this variableinterest entity and, accordingly, consolidates this entity in itsconsolidated financial statements. In December 2004, the Companyapproved a plan to dispose of the Company's ownership interest inPemeas GmbH.

7.    Inventories

|                          |  |                    |     |                        |  |        |     |        |  |  |
|--------------------------|--|--------------------|-----|------------------------|--|--------|-----|--------|--|--|
|                     |  | Asof June 30, 2005 |     | As of December 31,2004 |
|                     |  | (in $millions)     |
| Finishedgoods            |  |               | 442 |                   |  |   | 470 |   |
| Work-in-process          |  |               | 22  |                   |  |   | 26  |   |
| Rawmaterials andsupplies |  |               | 122 |                   |  |   | 122 |   |
| TotalInventories         |  |               | 586 |                   |  |   | 618 |   |
|                          |

Asa result of the acquisition of Vinamul (See Note 6), the Companyacquired inventory with a fair value of $24 million, which includes $1million in capitalized manufacturing profit in inventory. The inventorywas subsequently sold during the six months ended June 30,2005.

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

8.    IntangibleAssets

Goodwill

|                                                  |  |                  |        |                 |  |        |         |                     |  |        |         |        |  |        |         |        |  |        |        |         |  |  |
|--------------------------------------------------|--|------------------|--------|-----------------|--|--------|---------|---------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|--------|---------|--|--|
|                                             |  | ChemicalProducts |        | AcetateProducts |  | Ticona |         | PerformanceProducts |  | Total  |
|                                             |  | (in $millions)   |
| **Predecessor**                                  |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |    |
| Carryingvalue of goodwill as of December 31,2003 |  |             | 568    |            |  |   | 161     |                |  |   | 343     |   |  |   | — |   |  |   | 1,072  |    |
| Exchangeratechanges                              |  |             | (2     | )          |  |   | (1      | )              |  |   | — |   |  |   | — |   |  |   | (3     | )  |
| Carryingvalue of goodwill as of March 31,2004    |  |             | 566    |            |  |   | 160     |                |  |   | 343     |   |  |   | — |   |  |   | 1,069  |    |
|                                             |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |    |
| **Successor**                                    |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |    |
| Carryingvalue of goodwill as of December 31,2004 |  |             | 193    |            |  |   | 180     |                |  |   | 290     |   |  |   | 84      |   |  |   | 747    |    |
| Acquisitionof VinamulPolymers                    |  |             | 40     |            |  |   | — |                |  |   | — |   |  |   | — |   |  |   | 40     |    |
| Purchaseaccountingadjustments                    |  |             | 8      |            |  |   | 2       |                |  |   | 8       |   |  |   | 2       |   |  |   | 20     |    |
| Exchangeratechanges                              |  |             | 2      |            |  |   | 1       |                |  |   | 3       |   |  |   | — |   |  |   | 6      |    |
| Carryingvalue of goodwill as of June 30,2005     |  |             | 243    |            |  |   | 183     |                |  |   | 301     |   |  |   | 86      |   |  |   | 813    |    |
|                                                  |

Inconnection with the acquisition of Vinamul (See Note 6), the Companyhas preliminarily allocated the purchase price to assets acquired andliabilities assumed primarily based on the historical cost of thebusiness acquired. The excess of the purchase price over the amountsallocated to assets and liabilities is included in goodwill, and ispreliminarily estimated to be $40 million at June 30, 2005. The Companyis in the process of determining the fair value of all assets acquiredand liabilities assumed. The Company expects to finalize the purchaseaccounting for this transaction in 2005.

In the second quarter2005, the Company increased goodwill $20 million associated withpurchase accounting adjustments related to the Acquisition. Included inthis adjustment is a $23 million increase to goodwill and theCompany's minority interest liability associated with theorganizational restructuring that occurred in October 2004 (See Note2). As this represented an immaterial adjustment, prior periods havenot been restated.

In connection with the acquisition of VinamulPolymers, at the acquisition date, the Company began formulating a planto exit or restructure certain activities. The Company has notcompleted this analysis, and as of June 30, 2005, has not recorded anyliabilities associated with these activities. As the Company finalizesany plans to exit or restructure activities, it may record additionalliabilities, for among other things, severance and severance relatedcosts and such amounts could be material.

Other IntangibleAssets

|                                   |  |                    |        |                        |  |        |         |         |  |  |
|-----------------------------------|--|--------------------|--------|------------------------|--|--------|---------|---------|--|--|
|                              |  | Asof June 30, 2005 |        | As of December 31,2004 |
|                              |  | (in $millions)     |        |                   |
| Trademarks andtradenames          |  |               | 68     |                   |  |   | 68      |    |
| Customer relatedintangible assets |  |               | 365    |                   |  |   | 365     |    |
| Developedtechnology               |  |               | 9      |                   |  |   | 9       |    |
| Other intangibleassets            |  |               | 10     |                   |  |   | — |    |
| Totalintangible assets,gross      |  |               | 452    |                   |  |   | 442     |    |
|                              |  |               |   |                   |  |   |    |    |
| Less:accumulatedamortization      |  |               | (63    | )                 |  |   | (42     | )  |
| Totalintangible assets,net        |  |               | 389    |                   |  |   | 400     |    |
|                                   |

Aggregateamortization expense charged against earnings for intangible assetswith finite lives during the three months ended June 30, 2005 and June30, 2004 totaled $12 million and $2 million, respectively. Aggregateamortization expense charged against earnings for intangible assetswith finite lives during the six months ended June 30, 2005 and thethree months ended June 30, 2004 and March  31, 2004 totaled $24million, $1 million and $2 million, respectively.

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

In connection with the acquisition ofVinamul, the Company entered into a five-year non-compete agreementwith the seller. The contract has a preliminary fair value of $10million. In addition, the Company has identified other intangibleassets with an estimated fair value of $6 million. As the Company hasnot finalized its purchase price allocation, these amounts could changebased on final valuations. In addition, other intangible assets may beidentified.

9.    Debt

|                                                                                                                          |  |                    |         |                        |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------|--|--------------------|---------|------------------------|--|--------|---------|--------|--|--|
|                                                                                                                     |  | Asof June 30, 2005 |         | As of December 31,2004 |
|                                                                                                                     |  | (in $millions)     |
| **Short-term borrowingsand current installments of long-termdebt**                                                       |  |               |    |                   |
| Current installments of long-termdebt                                                                                    |  |               | 49      |                   |  |   | 15      |   |
| Short-term borrowingsfromAffiliates                                                                                      |  |               | 90      |                   |  |   | 128     |   |
| Other                                                                                                                    |  |               | 1       |                   |  |   | 1       |   |
| Totalshort-term borrowings and current installments of long-termdebt                                                     |  |               | 140     |                   |  |   | 144     |   |
| **Long-termdebt**                                                                                                        |  |
| Senior CreditFacilities:                                                                                                 |  |               |    |                   |  |   |    |   |
| Term loanfacility                                                                                                        |  |               | 1,725   |                   |  |   | 624     |   |
| Floating RateTerm Loan, due2011                                                                                          |  |               | — |                   |  |   | 350     |   |
| Senior SubordinatedNotes 9.625%, due2014                                                                                 |  |               | 800     |                   |  |   | 1,231   |   |
| Senior SubordinatedNotes 10.375%, due2014                                                                                |  |               | 157     |                   |  |   | 272     |   |
| Term notes7.125%, due2009                                                                                                |  |               | 14      |                   |  |   | 14      |   |
| Pollution control andindustrial revenue bonds, interest rates ranging from 5.2% to6.7%, due at various dates through2030 |  |               | 191     |                   |  |   | 191     |   |
| Obligations undercapital leases and other secured borrowings due at various datesthrough 2018                            |  |               | 39      |                   |  |   | 49      |   |
| Otherborrowings                                                                                                          |  |               | 16      |                   |  |   | — |   |
| Subtotal                                                                                                                 |  |               | 2,942   |                   |  |   | 2,731   |   |
| Less:Current installments of long-termdebt                                                                               |  |               | 49      |                   |  |   | 15      |   |
| Totallong-termdebt                                                                                                       |  |               | 2,893   |                   |  |   | 2,716   |   |
|                                                                                                                          |

Inthe six months ended June 30, 2005, the Company borrowed an additional$1,135 million under the amended and restated senior credit facilities.A portion of these proceeds, coupled with the proceeds from the initialpublic offering, were used to repay a $350 million floating rate termloan and redeem $521 million of senior subordinated notes, excludingearly redemption premiums of $4 million and $51 million, respectively.In addition, $200 million was used to finance the February 2005acquisition of the Vinamul business.

Under the amended andrestated facilities, the term loan facility increased to $1,750 million(including €275 million), which matures in 2011. There wasalso a $242 million delayed draw facility, which expired in July2005.

The revolving credit facility, through a syndication ofbanks, provides for borrowings of up to $600 million, including theavailability of letters of credit in U.S. dollars and euros and forborrowings on same-day notice.

In January 2005, the revolvingcredit facility was increased from $380 million to $600 million underthe amended and restated senior credit facilities. The $228 millioncredit-linked revolving facility, which matures in 2009, includesborrowing capacity available for letters of credit. As of June30, 2005, there were $215 million of letters of credit issued under thecredit-linked revolving 

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

facility. As of June 30, 2005, $613 millionremained available for borrowing under the revolving credit facilities(taking into account letters of credit issued under the credit-linkedrevolving credit facility).

The Company is in compliance withall of its covenant agreements as of June 30, 2005.

Interest expense

The components ofinterest expense are as follows:

|                                                                                |  |                                 |         |                                 |  |                              |         |                                  |  |                                 |     |        |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------------------------------------------------|--|---------------------------------|---------|---------------------------------|--|------------------------------|---------|----------------------------------|--|---------------------------------|-----|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                                           |  | Successor                       |         | Predecessor                     |
|                                                                           |  | ThreeMonths Ended June 30, 2005 |         | Three Months EndedJune 30, 2004 |  | Six MonthsEnded June 30,2005 |         | Three Months Ended June 30, 2004 |  | ThreeMonths Ended March 31,2004 |
|                                                                           |  |                            |         |                            |  | (in $millions)               |         |                             |  |                            |
| Accelerated amortizationof deferred financing costs on early redemption ofdebt |  |                            | — |                            |  |                         | 71      |                             |  |                            | 23  |   |  |   | 71      |   |  |   | — |   |
| Premium paid on early redemption ofdebt                                        |  |                            | — |                            |  |                         | — |                             |  |                            | 55  |   |  |   | — |   |  |   | — |   |
| Otherinterestexpense                                                           |  |                            | 59      |                            |  |                         | 53      |                             |  |                            | 121 |   |  |   | 53      |   |  |   | 6       |   |
| Totalinterestexpense                                                           |  |                            | 59      |                            |  |                         | 124     |                             |  |                            | 199 |   |  |   | 124     |   |  |   | 6       |   |
|                                                                                |

10.    BenefitObligations

The components of net periodic benefit costsrecognized and contributions made to the pension plans and benefitpayments made to other postretirement obligations participants are asfollows:

|                                                   |  |                                 |         |                                 |  |                                 |        |                                 |  |        |         |        |  |        |         |        |  |  |
|---------------------------------------------------|--|---------------------------------|---------|---------------------------------|--|---------------------------------|--------|---------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                              |  | DefinedBenefit Obligations      |         | Other PostretirementObligations |
|                                              |  | Successor                       |         | Successor                       |
|                                              |  | ThreeMonths Ended June 30, 2005 |         | Three Months EndedJune 30, 2004 |  | Three Months Ended June 30,2005 |        | Three Months Ended June 30,2004 |
|                                              |  |                            |         | (in $millions)                  |  |                            |
| **Components of netperiodic benefit cost forthe** |  |                            |    |                            |  |                            |   |                            |  |   |    |   |  |   |    |   |
| Servicecost                                       |  |                            | 10      |                            |  |                            | 10     |                            |  |   | — |   |  |   | 1       |   |
| Interestcost                                      |  |                            | 45      |                            |  |                            | 44     |                            |  |   | 6       |   |  |   | 6       |   |
| Expectedreturn on planassets                      |  |                            | (49     | )                          |  |                            | (43    | )                          |  |   | — |   |  |   | — |   |
| Recognizedactuarialloss                           |  |                            | — |                            |  |                            | 1      |                            |  |   | — |   |  |   | — |   |
| Specialterminationbenefit                         |  |                            | — |                            |  |                            | 1      |                            |  |   | — |   |  |   | — |   |
| Netperiodic benefitcost                           |  |                            | 6       |                            |  |                            | 13     |                            |  |   | 6       |   |  |   | 7       |   |
|                                                   |

22

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

|                                                   |  |                               |         |                                 |  |                                                                                                                |         |                                |  |                               |         |                                 |  |        |         |         |  |        |         |        |  |        |         |         |  |  |
|---------------------------------------------------|--|-------------------------------|---------|---------------------------------|--|----------------------------------------------------------------------------------------------------------------|---------|--------------------------------|--|-------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                              |  | DefinedBenefit Obligations    |         | Other PostretirementObligations |
|                                              |  | Successor                     |         | Predecessor                     |  | Successor                                                                                                      |         | Predecessor                    |
|                                              |  | SixMonths Ended June 30, 2005 |         | Three MonthsEndedJune 30, 2004  |  | Three Months Ended March 31,2004                                                                               |         | Six Months Ended June 30, 2005 |  | ThreeMonthsEnded June 30,2004 |         | Three Months Ended March31,2004 |
|                                              |  |                          |         |                            |  |                 (in$ millions) |         |                           |
| **Components of netperiodic benefit cost forthe** |  |                          |    |                            |  |                                                                                                           |    |                           |  |                          |    |                            |  |   |    |    |  |   |    |   |  |   |    |    |
| Servicecost                                       |  |                          | 20      |                            |  |                                                                                                           | 10      |                           |  |                          | 9       |                            |  |   | 1       |    |  |   | 1       |   |  |   | 1       |    |
| Interestcost                                      |  |                          | 90      |                            |  |                                                                                                           | 44      |                           |  |                          | 40      |                            |  |   | 12      |    |  |   | 6       |   |  |   | 6       |    |
| Expectedreturn on planassets                      |  |                          | (98     | )                          |  |                                                                                                           | (43     | )                         |  |                          | (40     | )                          |  |   | — |    |  |   | — |   |  |   | — |    |
| Amortizationof prior servicecost                  |  |                          | — |                            |  |                                                                                                           | — |                           |  |                          | 1       |                            |  |   | — |    |  |   | — |   |  |   | (1      | )  |
| Recognizedactuarialloss                           |  |                          | — |                            |  |                                                                                                           | 1       |                           |  |                          | 6       |                            |  |   | — |    |  |   | — |   |  |   | 2       |    |
| Specialterminationbenefit                         |  |                          | — |                            |  |                                                                                                           | 1       |                           |  |                          | — |                            |  |   | — |    |  |   | — |   |  |   | — |    |
| Curtailment(gain)/loss                            |  |                          | — |                            |  |                                                                                                           | — |                           |  |                          | — |                            |  |   | (1      | )  |  |   | — |   |  |   | — |    |
| Netperiodic benefitcost                           |  |                          | 12      |                            |  |                                                                                                           | 13      |                           |  |                          | 16      |                            |  |   | 12      |    |  |   | 7       |   |  |   | 8       |    |
|                                                   |

TheCompany previously disclosed in its financial statements for the yearended December 31, 2004 that it expected to contribute $7 million toits defined benefit pension plans in 2005. As ofJune 30, 2005, $4million of contributions have been made. The Company presentlyanticipates contributing an additional $3 million to fund its definedbenefit pension plans in 2005.

The Company previously disclosedin its financial statements for the year ended December 31, 2004 thatit expected to make benefit payments of $47 million to its otherpostretirement benefit plans. As of June 30, 2005, $24 million ofbenefit payments have been made. The Company presently anticipatescontributing an additional $23 million to fund its other postretirementbenefit plans in 2005.

Contributions to the defined contributionplans are based on specified percentages of employee contributions andaggregated $7 million, $3 million and $3 million for the six monthsended June 30, 2005 and the three months ended June 30, 2004 and March31, 2004, respectively.

In connection with the acquisition ofCAG, the Purchaser agreed to pre-fund $463 million of certain pensionobligations. During the nine months ended December 31, 2004, $409million was pre-funded to the Company's pension plans. TheCompany contributed the remaining $54 million that the Purchaser agreedto prefund, as well as an additional $9 million to the non-qualifiedpension plan's rabbi trusts during the six months ended June 30,2005.

11.    Shareholders' Equity

Thecapital structure of the Company consists of one class of $0.01 parvalue ordinary shares. At June 30, 2005 and December 31, 2004, therewas one share issued and outstanding to Crystal US Holdings 3 L.L.C.,the Company's sole shareholder. Subsequent to June 30, 2005, theCompany declared dividends aggregating $9 million to itsParent.

Other Comprehensive Income (Loss)

Othercomprehensive income (loss) totaled $(11) million, $(23) million and$(39) million, for the six months ended June 30, 2005, the three monthsended June 30, 2004 and the three months ended March 31, 2004,respectively. These amounts were net of tax expense (benefit) of $2million, less than $1 million and $2 million, for the six months endedJune 30, 2005, the three months ended June 30, 2004 and the threemonths ended March 31, 2004,respectively.

12.    Commitments andContingencies

The Company is involved in a number of legalproceedings, lawsuits and claims incidental to the normal conduct ofour business, relating to such matters as product liability, antitrust,past waste 

23

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

disposal practices and release of chemicalsinto the environment. While it is impossible at this time to determinewith certainty the ultimate outcome of these proceedings, lawsuits andclaims, management believes that adequate provisions have been made andthat the ultimate outcomes will not have a material adverse effect onour financial position, but may have a material adverse effect on theresults of operations or cash flows in any given accounting period.

The following disclosure should be read in conjunction with theCompany's Annual Report on Form 10-K for the year ended December31, 2004.

Plumbing Actions

CNAHoldings, Inc. ("CNA Holdings"), a U.S.subsidiary of the Company, which included the U.S. business nowconducted by the Ticona segment, along with Shell Oil Company("Shell"), E.I. DuPont de Nemours and Company("DuPont") and others, has been a defendantin a series of lawsuits, including a number of class actions, allegingthat plastics manufactured by these companies that were utilized in theproduction of plumbing systems for residential property were defectiveor caused such plumbing systems to fail. Based on, among other things,the findings of outside experts and the successful use ofTicona's acetal copolymer in similar applications, CNA Holdingsdoes not believe Ticona's acetal copolymer was defective orcaused the plumbing systems to fail. In many cases CNA Holdings'exposure may be limited by invocation of the statute of limitationssince CNA Holdings ceased selling the resin for use in the plumbingsystems in site built homes during 1986 and in manufactured homesduring 1990.

CNA Holdings has been named a defendant in tenputative class actions, as well as a defendant in other non-classactions filed in ten states, the U.S. Virgin Islands, and Canada. Inthese actions, the plaintiffs typically have sought recovery foralleged property damages and, in some cases, additional damages underthe Texas Deceptive Trade Practices Act or similar type statutes.Damage amounts have not been specified.

In order to reducelitigation expenses and to provide relief to qualifying homeowners, inNovember 1995, CNA Holdings, DuPont and Shell Oil Company entered intonational class action settlements, which have been approved by thecourts. The settlements call for the replacement of plumbing systems ofclaimants who have had qualifying leaks, as well as reimbursements forcertain leak damage. Furthermore, the three companies have agreed tofund these replacements and reimbursements up to $950 million. As ofJune 30, 2005, the funding is $1,073 million due to additionalcontributions and funding commitments made primarily by other parties.There are additional pending lawsuits in approximately 10 jurisdictionsnot covered by this settlement; however, these cases do not involve(either individually or in the aggregate) a large number of homes, andmanagement does not expect the obligations arising from these lawsuitsto have a material adverse effect on the Company.

In 1995, CNAHoldings and Shell Oil Company settled the claims relating toindividuals in Texas owning a total of 110,000 property units, who arerepresented by a Texas law firm, for an amount that will not exceed$170 million. These claimants are also eligible for a replumb of theirhomes in accordance with terms similar to those of the national classaction settlement. CNA Holdings' and Shell Oil Company'scontributions under this settlement were subject to allocation asdetermined by binding arbitration.

In addition, a lawsuit filedin November 1989 in Delaware Chancery Court, between CNA Holdings andvarious of its insurance companies relating to all claims incurred andto be incurred for the product liability exposure led to a partialdeclaratory judgment in CNA Holdings' favor. As a result,settlements have been reached with a majority of CNA Holdings'insurers specifying their responsibility for these claims.

InFebruary 2005, CNA Holdings reached a settlement agreement throughmediation with another insurer, pursuant to which the insurer paid CNAHoldings $44 million in exchange for the 

24

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

release of certain claims against the policywith the insurer. This amount was recorded as a reduction of goodwillas of December 31, 2004 and was received during the six months endedJune 30, 2005.

CNA Holdings has accrued its best estimate of itsshare of the plumbing actions. At June 30, 2005, the Company hasremaining accruals of $71 million for this matter. Management believesthat the plumbing actions are adequately provided for in theCompany's financial statements and that they will not have amaterial adverse effect on our financial position. However, if theCompany were to incur an additional charge for this matter, such acharge would not be expected to have a material adverse effect on ourfinancial position, but may have a material adverse effect on ourresults of operations or cash flows in any given accounting period. Noassurance can be given that the Company's litigation reserveswill be adequate or that these reserves will fully recover claims underthe Company's insurance policies.

The Company has reachedsettlements with CNA Holdings' insurers specifying theirresponsibility for these claims; as a result, the Company has recordedreceivables relating to the anticipated recoveries from certain thirdparty insurance carriers. These receivables are based on theprobability of collection, an opinion of external counsel, thesettlement agreements with the Company's insurance carriers whosecoverage level exceeds the receivables and the status of currentdiscussions with other insurance carriers. As of June 30, 2005, theCompany has $31 million of receivables related to a settlement with aninsurance carrier. This receivable is discounted and recorded withinOther assets as it will be collected over the next three years.

Sorbates Antitrust Actions

In May 2002,the European Commission informed Hoechst of its intent to investigateofficially the sorbates industry. In early January 2003, the EuropeanCommission served Hoechst, Nutrinova, Inc., a U.S. subsidiary ofNutrinova Nutrition Specialties and Food Ingredients GmbH, previously awholly owned subsidiary of Hoechst, and a number of competitors with astatement of objections alleging unlawful, anticompetitive behavioraffecting the European sorbates market. In October 2003, the EuropeanCommission ruled that Hoechst, Chisso Corporation, Daicel ChemicalIndustries Ltd., The Nippon Synthetic Chemical Industry Co. Ltd. andUeno Fine Chemicals Industry Ltd. operated a cartel in the Europeansorbates market between 1979 and 1996. The European Commission imposeda total fine of €138 million, of which €99million was assessed against Hoechst. The case against Nutrinova wasclosed. The fine against Hoechst is based on the EuropeanCommission's finding that Hoechst does not qualify under theleniency policy, is a repeat violator and, together with Daicel, was aco-conspirator. In Hoechst's favor, the European Commission gavea discount for cooperating in the investigation. Hoechst appealed theEuropean Commission's decision in December 2003, and that appealis still pending.

In addition, several civil antitrust actionsby sorbates customers, seeking monetary damages and other relief foralleged conduct involving the sorbates industry, have been filed inU.S. state and federal courts naming Hoechst, Nutrinova, and our othersubsidiaries, as well as other sorbates manufacturers, as defendants.Many of these actions have been settled and dismissed by the court. Oneprivate action, Kerr v. Eastman Chemical Co. et al., is stillpending in the Superior Court of New Jersey, Law Division, GloucesterCounty. The plaintiff alleges violations of the New Jersey AntitrustAct and the New Jersey Consumer Fraud Act and seeks unspecifieddamages.

In July 2001, Hoechst and Nutrinova entered into anagreement with the Attorneys General of 33 states, pursuant to whichthe statutes of limitations were tolled pending the states'investigations. This agreement expired in July 2003. Since October2002, the Attorneys General for several states filed suit on behalf ofindirect purchasers in their respective states, all of which have beeneither settled or dismissed, except as noted below. The Nevada actionhas been dismissed as to Hoechst, Nutrinova and CAG; however, a motionfor reconsideration is still pending. The New York action, New Yorkv. 

25

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

Daicel Chemical Industries Ltd., et al.is pending in the New York State Supreme Court, New York County, andseeks unspecified damages. All antitrust claims in this matter weredismissed by the court in September 2004; however, other state lawclaims in New York are still pending. Hoechst and Nutrinova have filedan appeal of the court's denial of the motion to dismiss thoseremaining claims. In January 2005, Hoechst, Nutrinova, and othersubsidiaries, as well as other sorbates manufacturers, entered into asettlement agreement with the Attorneys General of Connecticut,Florida, Hawaii, Maryland, South Carolina, Oregon and Washington.Pursuant to the terms of the settlement agreement, the defendantsagreed to refrain from engaging in anticompetitive conduct with respectto the sale or distribution of sorbates and pay approximately $1million to the states in satisfaction of all released claims.

Based on the advice of external counsel and a review of the existingfacts and circumstances relating to the sorbates matter, including thestatus of government investigations, as well as civil claims filed andsettled, the Company has remaining accruals of $130 million. Thisamount is included in current liabilities at June 30, 2005 for theestimated loss relative to this matter. Although the outcome of thismatter cannot be predicted with certainty, management's bestestimate of the range of possible additional future losses and fines(in excess of amounts already accrued), including any that may resultfrom the above noted governmental proceedings, as of June 30, 2005 isbetween $0 and $9 million. The estimated range of such possible futurelosses is management's best estimate based on the advice ofexternal counsel taking into consideration potential fines and claims,both civil and criminal, that may be imposed or made in otherjurisdictions.

Pursuant to the Demerger Agreement with Hoechst,Celanese AG was assigned the obligation related to the sorbates matter.However, Hoechst agreed to indemnify Celanese AG for 80 percent of anycosts Celanese may incur relative to this matter. Accordingly, CelaneseAG has recognized a receivable from Hoechst and a correspondingcontribution of capital, net of tax, from this indemnification. As ofJune 30, 2005, the Company has receivables, recorded within othercurrent assets, relating to the sorbates indemnification from Hoechsttotaling $104 million. Although the outcome of the foregoingproceedings and claims cannot be predicted with certainty, the Companybelieves that any resulting liabilities, net of amounts recoverablefrom Hoechst, will not, in the aggregate, have a material adverseeffect on our financial position, but may have a material adverseeffect on the results of operations or cash flows in any givenperiod.

Acetic Acid Patent InfringementMatters

Celanese International Corporation v. ChinaPetrochemical Development Corporation—Taiwan Kaohsiung DistrictCourt.    On February 7, 2001, Celanese International Corporationfiled a private criminal action for patent infringement against ChinaPetrochemical Development Corporation, or CPDC, alleging that CPDCinfringed Celanese International Corporation's patent coveringthe manufacture of acetic acid. This criminal action was subsequentlyconverted to a civil action alleging damages against CPDC based on aperiod of infringement of five years, 1996-2000, and based onCPDC's own data and as reported to the Taiwanese securities andexchange commission. Celanese International Corporation's patentwas held valid by the Taiwanese patent office. The amount of damagesclaimed by Celanese International Corporation has been reassessed at$35 million. This action is still pending.

Shareholder Litigation

During August 2004,nine actions were brought by minority shareholders against CAG in theFrankfurt District Court (Landgericht), all of which wereconsolidated in September 2004. Several minority shareholders joinedthese proceedings via a third party intervention in support of theplaintiffs. The Purchaser joined the proceedings via a third partyintervention in support of CAG.

26

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

Among other things, these actions requestthe court to set aside shareholder resolutions passed at theextraordinary general meeting held on July 30 and 31, 2004 based onallegations that include the alleged violation of proceduralrequirements and information rights of the shareholders.

In arelated matter, twenty-seven minority shareholders filed lawsuits inMay and June of 2005 in the Frankfurt District Court(Landgericht) contesting the shareholder resolutions passed atthe annual general meeting held May 19-20, 2005, which conformed theresolutions passed at the July 30-31, 2004 extraordinary generalmeeting. The Frankfurt District Court (Landgericht) hassuspended the proceedings regarding the resolutions passed at the July30-31, 2004 extraordinary general meeting described above as long asthe lawsuits contesting the confirmatory resolutions are pending. Inaddition, on May 9, 2005, one minority shareholder brought forward anadditional action with the Frankfurt District Court(Landgericht) and requested the court rule that the shareholderresolutions passed at the extraordinary general meeting on July 30-31,2004 were void based on allegations that certain formal requirementsnecessary in connection with the invitation to the extraordinarygeneral meeting had been violated. This action has not beensuspended.

Further, on August 2, 2004, two minority shareholdersinstituted public register proceedings with  each of theKönigstein Local Court (Amtsgericht) and the FrankfurtDistrict Court (Landgericht), both with a view to  havethe registration of the Domination Agreement in the Commercial Registerdeleted (Amtslöschungsverfahren). These actions are basedon an alleged violation of procedural requirements at the extraordinarygeneral meeting, an alleged undercapitalization of the Purchaser andBlackstone and an alleged misuse of discretion by the competent courtwith respect to the registration of the Domination Agreement in theCommercial Register. In April 2005, the court of appeals rejected thedemand by one shareholder for injunctive relief, and in June 2005 theFrankfurt District Court (Landgericht) ruled that it does nothave jurisdiction over this matter. The claims in the KönigsteinLocal Court (Amtsgericht) are still pending.

Based uponinformation available as of June 30, 2005, the outcome of the foregoingproceedings cannot be predicted with certainty. Except for certainchallenges on limited grounds, the time period to bring forwardchallenges has expired.

The amounts of the fair cashcompensation (Abfindung) and of the guaranteed fixed annualpayment (Ausgleich) offered under the Domination Agreement maybe increased in special award proceedings (Spruchverfahren)initiated by minority shareholders, which may further reduce the fundsthe Purchaser can otherwise make available to the Company. Severalminority shareholders of CAG had initiated special award proceedingsseeking the court's review of the amounts of the fair cashcompensation (Abfindung) and of the guaranteed fixed annualpayment (Ausgleich) offered under the Domination Agreement. As aresult of these proceedings, the amount of the fair cash considerationand the guaranteed fixed annual payment offered under the DominationAgreement could be increased by the court so that all minorityshareholders, including those who have already tendered their sharesinto the mandatory offer and have received the fair cash compensationcould claim the respective higher amounts. This could reduce the fundsthe Purchaser can make available to Celanese  Holdings and itssubsidiaries and, accordingly, diminish our ability to make payments onour indebtedness. However, the court dismissed all of these proceedingsin March 2005 on the grounds of inadmissibility. The dismissal has beenappealed.

In February 2005, a minority shareholder also broughta lawsuit against the Purchaser, as well as a former member ofCAG's board of management and a former member of CAG'ssupervisory board, in the Frankfurt District Court(Landgericht). Among other things, this action seeks to unwindthe tender of the plaintiff's shares in the Acquisition and seekscompensation for damages suffered as a consequence of tendering suchshares. The court ruled against the plaintiff in this matter in June2005. The plaintiffs appealed this decision with respect to thePurchaser and the former member of the CAG board of management;however, with respect to the former member of the CAG supervisoryboard, the plaintiff has accepted the court's ruling.

27

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

Based upon the information as available,the outcome of the foregoing proceedings cannot be predicted withcertainty.

Guarantees

The Company has agreed toguarantee or indemnify third parties for environmental and otherliabilities pursuant to a variety of agreements, including asset andbusiness divestiture agreements, leases, settlement agreements, andvarious agreements with affiliated companies. Although many of theseobligations contain monetary and/or time limitations, others do notprovide such limitations.

The Company has accrued for allprobable and reasonably estimable losses associated with all knownmatters or claims that have been brought to its attention.

Theseknown obligations include the following:

DemergerObligations

The Company has obligations to indemnify Hoechstfor various liabilities under the Demerger Agreement as follows:

|              |                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Company agreed to indemnify Hoechstfor environmental liabilities associated with contamination arisingunder 19 divestiture agreements entered into by Hoechst prior to thedemerger. |

The Company's obligation to indemnify Hoechst issubject to the following thresholds:

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| •  | The Company will indemnify Hoechst againstthose liabilities up to €250 million; |

|              |                                                                                                                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Hoechst will bear those liabilitiesexceeding €250 million, however the Company will reimburseHoechst for one-third of those liabilities for amounts that exceed€750 million in the aggregate. |

The Company'sobligation regarding two agreements has been settled. The aggregatemaximum amount of environmental indemnifications under the remainingdivestiture agreements that provide for monetary limits is€750 million. Three of the divested agreements do notprovide for monetary limits.

Based on the estimate of theprobability of loss under this indemnification, the Company hasreserves of $36 million as of June 30, 2005, for this contingency.Where the Company is unable reasonably to determine the probability ofloss or estimate such loss under an indemnification, the Company hasnot recognized any related liabilities.

The Company has alsoundertaken in the Demerger Agreement to indemnify Hoechst to the extentthat Hoechst is required to discharge liabilities, including taxliabilities, associated with businesses that were included in thedemerger where such liabilities were not demerged, due to legalrestrictions on the transfers of such items. These indemnities do notprovide for any monetary or time limitations. The Company has notprovided for any reserves associated with this indemnification. Neitherthe Company nor the Predecessor made any payments to Hoechst in the sixmonths ended June 30, 2005 or 2004, in connection with thisindemnification.

Divestiture Obligations

The Companyand its predecessor companies agreed to indemnify third partypurchasers of former businesses and assets for various pre-closingconditions, as well as for breaches of representations, warranties andcovenants. Such liabilities also include environmental liability,product liability, antitrust and other liabilities. Theseindemnifications and guarantees represent standard contractual termsassociated with typical divestiture agreements and, other thanenvironmental liabilities, the Company does not believe that theyexpose the Company to any significant risk.

28

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

The Company and the Predecessor havedivested in the aggregate over 20 businesses, investments andfacilities, through agreements containing indemnifications orguarantees to the purchasers. Many of the obligations contain monetaryand/or time limitations, ranging from one year to 30 years, theaggregate amount of guarantees provided for under these agreements isapproximately $2.9 billion as of June 30, 2005. Other agreements do notprovide for any monetary or time limitations.

Based onhistorical claims experience and its knowledge of the sites andbusinesses involved, the Company believes that it is adequatelyreserved for these matters. As of June 30, 2005, the Company hasreserves in the aggregate of $46 million for all such environmentalmatters.

Plumbing Insurance Indemnifications

CAGentered into agreements with insurance companies related to productliability settlements associated with Celcon® plumbingclaims. These agreements, except those with insolvent insurancecompanies, require the Company to indemnify and/or defend theseinsurance companies in the event that third parties seek additionalmonies for matters released in these agreements. The indemnificationsin these agreements do not provide for time limitations.

Incertain of the agreements, CAG received a fixed settlement amount. Theindemnities under these agreements generally are limited to, but insome cases are greater than, the amount received in settlement from theinsurance company. The maximum exposure under these indemnifications is$95 million. Other settlement agreements have no stated limits.

There are other agreements whereby the settling insurer agreed topay a fixed percentage of claims that relate to that insurer'spolicies. The Company has provided indemnifications to the insurers foramounts paid in excess of the settlement percentage. Theseindemnifications do not provide for monetary or time limitations.

The Company has reserves associated with these product liabilityclaims. See Plumbing Actions above.

OtherObligations

|              |                                                                                                                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Company issecondarily liable under a lease agreement pursuant to which theCompany has assigned a direct obligation to a third party. The leaseassumed by the third party expires on April 30, 2012. The leaseliability for the period from July 1, 2005 to April 30, 2012 isestimated to be approximately $52 million. |

|              |                                                                                                                                                                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Company has agreed to indemnifyvarious insurance carriers, for amounts not in excess of thesettlements received, from claims made against these carrierssubsequent to the settlement. The aggregate amount of guarantees underthese settlements is approximately $10 million, which is unlimited interm. |

As indemnification obligations often depend on theoccurrence of unpredictable future events, the future costs associatedwith them cannot be determined at this time. However, the Company wereto incur additional charges for these matters, such charges may have amaterial adverse effect on the financial position, results ofoperations or cash flows of the Company in any given accountingperiod.

Other Matters

As of June 30,2005, Celanese Ltd. and/or CNA Holdings, Inc., both our U.S.subsidiaries, are defendants in approximately 680 asbestos cases.Because many of these cases involve numerous plaintiffs, the Company issubject to claims significantly in excess of the number of actualcases. The Company has reserves for defense costs related to claimsarising from these matters. The Company believes that there is notsignificant exposure related to these matters.

29

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

Under the transaction and monitoring feeagreement/sponsor services agreement, the Company has agreed toindemnify the Advisor and its affiliates and their respective partners,members, directors, officers, employees, agents and representatives forany and all losses relating to services contemplated by theseagreements and the engagement of the Advisor pursuant to, and theperformance by the Advisor or the services contemplated by, theseagreements. The Company has also agreed under the transaction andmonitoring fee agreement/sponsor services agreement to reimburse theAdvisor and its affiliates for their expenses incurred in connectionwith the services provided under these agreements or in connection withtheir ownership or subsequent sale of Celanese Corporation stock (SeeNote 17).

On July 31, 2003, a federal district court ruled thatthe formula used in International Business Machine Corporation's("IBM") cash balance pension plan violatedthe age discrimination provisions of the Employee Retirement IncomeSecurity Act of 1974. The IBM decision, however, conflicts with thedecisions from two other federal district courts and with the proposedregulations for cash balance plans issued by the Internal RevenueService in December 2002. IBM has announced that it will appeal thedecision to the United States Court of Appeals for the Seventh Circuit.The effect of the IBM decision on the Company's cash balance plancannot be determined at this time.

13.    SpecialCharges

The components of special charges were asfollows:

|                                                   |  |                                 |     |                                 |  |        |         |         |  |  |
|---------------------------------------------------|--|---------------------------------|-----|---------------------------------|--|--------|---------|---------|--|--|
|                                              |  | Successor                       |
|                                              |  | ThreeMonths Ended June 30, 2005 |     | Three Months Ended June30, 2004 |
|                                              |  | (in $millions)                  |
| Employee terminationbenefits                      |  |                            | (7  | )                          |  |   | (1      | )  |
| TotalRestructuring                                |  |                            | (7  | )                          |  |   | (1      | )  |
| Assetimpairments                                  |  |                            | (24 | )                          |  |   | — |    |
| Insurancerecoveries associated with plumbingcases |  |                            | 4   |                            |  |   | 2       |    |
| TotalSpecialCharges                               |  |                            | (27 | )                          |  |   | 1       |    |
|                                                   |

|                                                    |  |                              |         |                                 |  |                                  |         |         |  |        |
|----------------------------------------------------|--|------------------------------|---------|---------------------------------|--|----------------------------------|---------|---------|--|--------|
|                                               |  | Successor                    |         | Predecessor                     |
|                                               |  | SixMonths EndedJune 30, 2005 |         | Three Months Ended June 30,2004 |  | Three Months Ended March 31,2004 |
|                                               |  | (in $millions)               |
| Employee terminationbenefits                       |  |                         | (9      | )                          |  |                             | (1      | )  |  |   | (2 | )  |
| Plant/officeclosures                               |  |                         | (1      | )                          |  |                             | — |    |  |   | — |   |
| TotalRestructuring                                 |  |                         | (10     | )                          |  |                             | (1      | )  |  |   | (2 | )  |
| Termination of advisormonitoring services          |  |                         | (35     | )                          |  |                             | — |    |  |   | — |   |
| Assetimpairments                                   |  |                         | (24     | )                          |  |                             | — |    |  |   | — |   |
| Advisoryservices                                   |  |                         | — |                            |  |                             | — |    |  |   | (25 | )  |
| Insurance recoveries associated withplumbing cases |  |                         | 4       |                            |  |                             | 2       |    |  |   | — |   |
| Other                                              |  |                         | — |                            |  |                             | — |    |  |   | (1 | )  |
| TotalSpecial Charges                               |  |                         | (65     | )                          |  |                             | 1       |    |  |   | (28 | )  |
|                                                    |

Asset impairments primarilyconsists of revised estimates related to the Company's decisionto divest its cyclo-olefin copolymer ("COC")business.

30

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

The components of the restructuringreserves were asfollows:

|                                           |  |                              |        |                      |  |        |         |         |  |        |        |         |  |  |
|-------------------------------------------|--|------------------------------|--------|----------------------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                      |  | EmployeeTermination Benefits |        | Plant/OfficeClosures |  | Total  |
|                                      |  | (in $millions)               |
| **Predecessor**                           |  |                         |   |                 |  |   |    |    |  |   |   |    |
| Restructuringreserve at December 31,2003  |  |                         | 28     |                 |  |   | 21      |    |  |   | 49     |    |
| Restructuringadditions                    |  |                         | 2      |                 |  |   | — |    |  |   | 2      |    |
| Cashand noncashuses                       |  |                         | (5     | )               |  |   | (2      | )  |  |   | (7     | )  |
| Restructuringreserve at March 31,2004     |  |                         | 25     |                 |  |   | 19      |    |  |   | 44     |    |
|                                      |  |
| **Successor**                             |  |                         |   |                 |  |   |    |    |  |   |   |    |
| Restructuringreserve at April 1,2004      |  |                         | 25     |                 |  |   | 19      |    |  |   | 44     |    |
| Purchaseaccountingadjustments             |  |                         | 5      |                 |  |   | — |    |  |   | 5      |    |
| Restructuringadditions                    |  |                         | 1      |                 |  |   | — |    |  |   | 1      |    |
| Cashand noncashuses                       |  |                         | (2     | )               |  |   | (3      | )  |  |   | (5     | )  |
| Restructuringreserve at June 30,2004      |  |                         | 29     |                 |  |   | 16      |    |  |   | 45     |    |
| Restructuring reserve at December 31,2004 |  |                         | 72     |                 |  |   | 14      |    |  |   | 86     |    |
| Purchaseaccountingadjustments             |  |                         | 1      |                 |  |   | — |    |  |   | 1      |    |
| Restructuringadditions                    |  |                         | 9      |                 |  |   | 1       |    |  |   | 10     |    |
| Cashand noncashuses                       |  |                         | (21    | )               |  |   | (6      | )  |  |   | (27    | )  |
| Currencytranslationadjustments            |  |                         | (1     | )               |  |   | — |    |  |   | (1     | )  |
| Restructuringreserve at June 30,2005      |  |                         | 60     |                 |  |   | 9       |    |  |   | 69     |    |
|                                           |

14.    Stock-basedand Other Management Compensation Plans

In December 2004,Celanese Corporation approved a stock incentive plan, a deferredcompensation plan, as well as other management incentive programs,which included executive officers and key employees of the Company.

The stock incentive plan allows for the issuance or delivery of upto 16.25 million shares of Celanese Corporation's Series A commonstock through stock options and a discounted share program. In January2005, options were initially granted at an exercise price equal to theinitial public offering price. The options have a ten-year term withvesting terms pursuant to a schedule, with no vesting to occur laterthan the 8th anniversary of the date of the grant. Accelerated vestingdepends on meeting specified performance targets. Of the 11.7 millionstock options granted, 10.7 million are non-compensatory. The remaining1.0 million options are subject to variable plan accounting.Compensation expense related to these options was not material for thethree and six months ended June 30, 2005. No options were forfeited orexercised during the six months ended June 30, 2005.

In December2004, Celanese Corporation granted rights to the Company'sexecutive officers and key employees to purchase up to 1,797,386 sharesof Celanese Corporation's Series A common stock at a discount of$8.80 per share. During the six months ended June 30, 2005, 1,666,917shares have been purchased. As a result of this discounted shareoffering, the Company recorded a pre-tax non-cash charge of $14million, with a corresponding adjustment to additional paid-in capitalwithin shareholders' equity in the fourth quarter 2004.Compensation expense associated with the discounted shares wasimmaterial for the six months ended June 30, 2005.

31

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIALSTATEMENTS (Continued)

The deferred compensation plan has anaggregate maximum amount payable of $192 million. The initial componentof the deferred compensation plan, totaling an aggregate ofapproximately $27 million, vested in 2004 and was paid in the firstquarter of 2005.

•    Stock-basedcompensation

As permitted by SFAS No. 123, Accountingfor Stock-Based Compensation ("SFAS No.123"), the Successor accounts for employee stock-basedcompensation in accordance with APB Opinion No. 25, Accounting forStock Issued to Employees ("APB No. 25"),using an intrinsic value approach to measure compensation expense, ifany.

For the three months ended March 31, 2004, the Predecessoraccounted for stock options and similar equity instruments under thefair value method, which requires compensation cost to be measured atthe grant date based on the value of the award.

The fair valueof options granted in the six months ended June 30, 2005 under CelaneseCorporation's stock incentive plan was estimated at the date ofgrant using the Black Scholes option pricing model. The followingweighted average assumptions wereused:

|                        |  |       |  |  |  |  |
|------------------------|--|-------|--|--|--|--|
| Riskfree interestrate  |  | 3.9%  |
| Estimatedlife in years |  | 6.7   |
| Dividendyield          |  | 0.75% |
| Volatility             |  | 26%   |
|                        |

Theweighted average fair value of options granted was $5.21 peroption.

The following table illustrates the effect on netearnings (loss) if the Successor had applied the fair value recognitionprovisions of SFAS No. 123 to stock-based employeecompensation:

|                                                 |  |                                        |    |                                       |  |        |    |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|-------------------------------------------------|--|----------------------------------------|----|---------------------------------------|--|--------|----|---------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
|                                            |  | For the Three MonthsEndedJune 30, 2005 |    | For the Six Months Ended June 30,2005 |  |
|                                            |  | Earnings(Loss)                         |    | Earnings (Loss)                       |  |
|                                            |  | (in$ millions)                         |    |
| Net earnings, asreported                        |  |                                   | 80 |                                  |  |   | 95 |    |  |
| Less: stock-basedcompensation under SFAS No.123 |  |                                   | (4 | )                                |  |   | (6 | )  |  |
| Pro forma net earnings                          |  |                                   | 76 |                                  |  |   | 89 |    |  |
|                                                 |

    

32

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

15.    IncomeTaxes

Income taxes for the three and six months ended June30, 2005 and the three months ended  June 30, 2004 are recordedbased on the estimated annual effective tax rate. As of June 30, 2005,the estimated annualized tax rate for 2005 is 30%, which isslightly less than the combination of the statutory rate and stateincome tax rates in the U.S. The estimated annual effective tax ratefor 2005 reflects earnings in low tax jurisdictions, a valuationallowance for the tax benefit associated with projected U.S. losses(which includes the expenses associated with the early redemption ofdebt), and tax expense in certain non-U.S. jurisdictions.

For thethree months ended June 30, 2004, a tax expense of $10 million wasrecorded which resulted in a tax rate of negative 11%. Thiseffective tax rate was primarily affected by the non-recognition of taxbenefits associated with acquisition related expenses.

ThePredecessor had an effective tax rate of 24% for the threemonths ended March 31, 2004, compared to the German statutory rate of40%, which was primarily affected by earnings in low taxjurisdictions.

16.    Business Segments

|                                                                            |  |                  |        |        |  |                 |         |                     |  |               |         |                |  |              |         |        |  |        |        |        |  |        |      |         |  |        |         |        |  |  |
|----------------------------------------------------------------------------|--|------------------|--------|--------|--|-----------------|---------|---------------------|--|---------------|---------|----------------|--|--------------|---------|--------|--|--------|--------|--------|--|--------|------|---------|--|--------|---------|--------|--|--|
|                                                                       |  | ChemicalProducts |        | Ticona |  | AcetateProducts |         | PerformanceProducts |  | TotalSegments |         | Reconciliation |  | Consolidated |
|                                                                       |  |             |        |   |  |            |         | (in$millions)       |  |          |         |           |  |         |
| **Successor**                                                              |  |
| **Forthe six months ended June 30,2005**                                   |  |             |   |   |  |            |    |                |  |          |    |           |  |         |    |   |  |   |   |   |
| Salesto externalcustomers                                                  |  |             | 2,071  |   |  |            | 462     |                |  |          | 379     |           |  |         | 94      |   |  |   | 3,006  |   |  |   | 20   |    |  |   | 3,026   |   |
| Inter-segmentrevenues                                                      |  |             | 58     |   |  |            | — |                |  |          | — |           |  |         | — |   |  |   | 58     |   |  |   | (58  | )  |  |   | — |   |
| Operatingprofit                                                            |  |             | 332    |   |  |            | 44      |                |  |          | 30      |           |  |         | 28      |   |  |   | 434    |   |  |   | (111 | )  |  |   | 323     |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 342    |   |  |            | 73      |                |  |          | 32      |           |  |         | 26      |   |  |   | 473    |   |  |   | (283 | )  |  |   | 190     |   |
| Depreciationandamortization                                                |  |             | 73     |   |  |            | 29      |                |  |          | 18      |           |  |         | 6       |   |  |   | 126    |   |  |   | 4    |    |  |   | 130     |   |
| Capitalexpenditures                                                        |  |             | 44     |   |  |            | 23      |                |  |          | 14      |           |  |         | 3       |   |  |   | 84     |   |  |   | 2    |    |  |   | 86      |   |
| **Forthe three months ended June 30,2005**                                 |  |             |   |   |  |            |    |                |  |          |    |           |  |         |    |   |  |   |   |   |
| Salesto externalcustomers                                                  |  |             | 1,056  |   |  |            | 223     |                |  |          | 183     |           |  |         | 47      |   |  |   | 1,509  |   |  |   | 8    |    |  |   | 1,517   |   |
| Inter-segmentrevenues                                                      |  |             | 29     |   |  |            | — |                |  |          | — |           |  |         | — |   |  |   | 29     |   |  |   | (29  | )  |  |   | — |   |
| Operatingprofit                                                            |  |             | 155    |   |  |            | 5       |                |  |          | 10      |           |  |         | 15      |   |  |   | 185    |   |  |   | (31  | )  |  |   | 154     |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 149    |   |  |            | 22      |                |  |          | 12      |           |  |         | 14      |   |  |   | 197    |   |  |   | (64  | )  |  |   | 133     |   |
| Depreciationandamortization                                                |  |             | 39     |   |  |            | 14      |                |  |          | 9       |           |  |         | 3       |   |  |   | 65     |   |  |   | 2    |    |  |   | 67      |   |
| Capitalexpenditures                                                        |  |             | 26     |   |  |            | 9       |                |  |          | 9       |           |  |         | 1       |   |  |   | 45     |   |  |   | 1    |    |  |   | 46      |   |
|                                                                            |

33

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

|                                                                            |  |                  |        |        |  |                 |         |                     |  |               |         |                |  |              |         |        |  |        |        |        |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|------------------|--------|--------|--|-----------------|---------|---------------------|--|---------------|---------|----------------|--|--------------|---------|--------|--|--------|--------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | ChemicalProducts |        | Ticona |  | AcetateProducts |         | PerformanceProducts |  | TotalSegments |         | Reconciliation |  | Consolidated |
|                                                                       |  |             |        |   |  |            |         | (in$millions)       |  |          |         |           |  |         |
|                                                                       |  |             |   |   |  |            |    |                |  |          |    |           |  |         |    |   |  |   |   |   |  |   |    |    |  |   |    |    |
| **Forthe three months ended June 30,2004**                                 |  |             |   |   |  |            |    |                |  |          |    |           |  |         |    |   |  |   |   |   |
| Salesto externalcustomers                                                  |  |             | 780    |   |  |            | 220     |                |  |          | 173     |           |  |         | 45      |   |  |   | 1,218  |   |  |   | 11      |    |  |   | 1,229   |    |
| Inter-segmentrevenues                                                      |  |             | 28     |   |  |            | — |                |  |          | — |           |  |         | — |   |  |   | 28     |   |  |   | (28     | )  |  |   | — |    |
| Operatingprofit                                                            |  |             | 36     |   |  |            | 11      |                |  |          | 10      |           |  |         | 2       |   |  |   | 59     |   |  |   | (34     | )  |  |   | 25      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 34     |   |  |            | 26      |                |  |          | 14      |           |  |         | 1       |   |  |   | 75     |   |  |   | (170    | )  |  |   | (95     | )  |
| Depreciationandamortization                                                |  |             | 38     |   |  |            | 15      |                |  |          | 14      |           |  |         | 2       |   |  |   | 69     |   |  |   | 2       |    |  |   | 71      |    |
| Capitalexpenditures                                                        |  |             | 17     |   |  |            | 19      |                |  |          | 13      |           |  |         | 1       |   |  |   | 50     |   |  |   | — |    |  |   | 50      |    |
|                                                                       |  |
| **Predecessor**                                                            |  |             |   |   |  |            |    |                |  |          |    |           |  |         |    |   |  |   |   |   |  |   |    |    |  |   |    |    |
| **Forthe three months ended March 31,2004**                                |  |             |   |   |  |            |    |                |  |          |    |           |  |         |    |   |  |   |   |   |
| Salesto externalcustomers                                                  |  |             | 789    |   |  |            | 227     |                |  |          | 172     |           |  |         | 44      |   |  |   | 1,232  |   |  |   | 11      |    |  |   | 1,243   |    |
| Inter-segmentrevenues                                                      |  |             | 29     |   |  |            | — |                |  |          | — |           |  |         | — |   |  |   | 29     |   |  |   | (29     | )  |  |   | — |    |
| Operatingprofit                                                            |  |             | 65     |   |  |            | 31      |                |  |          | 9       |           |  |         | 11      |   |  |   | 116    |   |  |   | (64     | )  |  |   | 52      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 64     |   |  |            | 45      |                |  |          | 9       |           |  |         | 11      |   |  |   | 129    |   |  |   | (57     | )  |  |   | 72      |    |
| Depreciationandamortization                                                |  |             | 39     |   |  |            | 16      |                |  |          | 13      |           |  |         | 2       |   |  |   | 70     |   |  |   | 2       |    |  |   | 72      |    |
| Capitalexpenditures                                                        |  |             | 15     |   |  |            | 20      |                |  |          | 8       |           |  |         | — |   |  |   | 43     |   |  |   | 1       |    |  |   | 44      |    |
|                                                                            |

|  |
|--|
|  |  |
|  |

17.    RelatedParty Transactions

Upon closing of the Acquisition, theCompany and Celanese Corporation entered into a transaction andmonitoring fee agreement with Blackstone Management Partners (the"Advisor"), an affiliate of the BlackstoneGroup (the "Sponsor"). Under the agreement,the Advisor agreed to provide monitoring services to the Company for a12 year period. Also, the Advisor may receive additional compensationfor providing investment banking or other advisory services provided tothe Company by the Advisor or any of its affiliates in connection withany specific acquisition, divestiture, refinancing, recapitalization,or similar transaction. In connection with the completion of theinitial public offering, the parties amended and restated thetransaction and monitoring fee agreement to terminate the monitoringservices and all obligations to pay future monitoring fees and paid theAdvisor $35 million. The Company also paid $10 million to the Advisorfor the 2005 monitoring fee. The transaction based agreement remains ineffect.

In connection with the acquisition of Vinamul, theCompany paid the Advisor a fee of $2 million, which was included in thecomputation of the purchase price for the acquisition. In connectionwith the acquisition of Acetex, the Company paid the Advisor an initialfee of $1 million, which is included in Other assets. Additional feesof $3 million in the third quarter of 2005 became due and payable tothe Advisor upon the successful completion of thisacquisition.

34

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

18.    Consolidating GuarantorFinancial Information

The following unauditedconsolidating financial information is presented in the provided formbecause: (i) the Issuer (prior to the completion of the OrganizationalRestructuring, BCP Caylux, and subsequent to the OrganizationalRestructuring, BCP Crystal) is a 100% owned subsidiary of theParent Guarantor (Celanese Holdings LLC); (ii) the guarantees areconsidered to be full and unconditional, that is if the Issuer fails tomake a scheduled payment, the Parent Guarantor and the subsidiaryguarantors are obligated to make the scheduled payment immediately and,if they do not, any holder of the notes may immediately bring suitdirectly against the Parent Guarantor and the subsidiary guarantors forpayment of all amounts due and payable, and (iii) the guarantees arejoint and several. Separate financial statements and other disclosuresconcerning the guarantors are not presented because management does notbelieve that such information is material to investors.

35

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                      |         |        |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|----------------------------------------------------------------------------|--|--------------------------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                                       |  | Successor                            |         |
|                                                                       |  | Forthe Six Months Ended June 30,2005 |         |
|                                                                       |  | ParentGuarantor                      |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |  |
|                                                                       |  | (in$ millions)                       |         |
| Netsales                                                                   |  |                                 | — |   |  |                 | — |           |  |         | 1,457   |         |  |   | 2,111   |    |  |   | (542    | )  |  |   | 3,026   |    |  |
| Costofsales                                                                |  |                                 | — |   |  |                 | — |           |  |         | (1,213  | )       |  |   | (1,629  | )  |  |   | 542     |    |  |   | (2,300  | )  |  |
| Selling,general and administrativeexpenses                                 |  |                                 | — |   |  |                 | (10     | )         |  |         | (139    | )       |  |   | (143    | )  |  |   | — |    |  |   | (292    | )  |  |
| Researchand developmentexpenses                                            |  |                                 | — |   |  |                 | — |           |  |         | (19     | )       |  |   | (27     | )  |  |   | — |    |  |   | (46     | )  |  |
| Specialcharges:                                                            |  |
| Insurance recoveries associated withplumbingcases                          |  |                                 | — |   |  |                 | — |           |  |         | 4       |         |  |   | — |    |  |   | — |    |  |   | 4       |    |  |
| Restructuring,impairment and other specialcharges                          |  |                                 | — |   |  |                 | (35     | )         |  |         | (7      | )       |  |   | (27     | )  |  |   | — |    |  |   | (69     | )  |  |
| Foreignexchange gain (loss), net                                           |  |                                 | — |   |  |                 | 3       |           |  |         | — |         |  |   | (1      | )  |  |   | — |    |  |   | 2       |    |  |
| Gain(loss) on disposition ofassets                                         |  |                                 | — |   |  |                 | — |           |  |         | — |         |  |   | (2      | )  |  |   | — |    |  |   | (2      | )  |  |
| Operatingprofit                                                            |  |                                 | — |   |  |                 | (42     | )         |  |         | 83      |         |  |   | 282     |    |  |   | — |    |  |   | 323     |    |  |
|                                                                       |  |                                 |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Equityin net earnings ofaffiliates                                         |  |                                 | 95      |   |  |                 | 266     |           |  |         | 100     |         |  |   | 10      |    |  |   | (444    | )  |  |   | 27      |    |  |
| Interestexpense                                                            |  |                                 | — |   |  |                 | (183    | )         |  |         | (68     | )       |  |   | (28     | )  |  |   | 80      |    |  |   | (199    | )  |  |
| Interestincome                                                             |  |                                 | — |   |  |                 | 71      |           |  |         | 3       |         |  |   | 24      |    |  |   | (80     | )  |  |   | 18      |    |  |
| Otherincome (expense),net                                                  |  |                                 | — |   |  |                 | (17     | )         |  |         | (1      | )       |  |   | 39      |    |  |   | — |    |  |   | 21      |    |  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                 | 95      |   |  |                 | 95      |           |  |         | 117     |         |  |   | 327     |    |  |   | (444    | )  |  |   | 190     |    |  |
|                                                                       |  |                                 |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Incometaxprovision                                                         |  |                                 | — |   |  |                 | — |           |  |         | (3      | )       |  |   | (54     | )  |  |   | — |    |  |   | (57     | )  |  |
|                                                                       |  |                                 |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                 | 95      |   |  |                 | 95      |           |  |         | 114     |         |  |   | 273     |    |  |   | (444    | )  |  |   | 133     |    |  |
|                                                                       |  |                                 |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Minorityinterests                                                          |  |                                 | — |   |  |                 | — |           |  |         | — |         |  |   | (38     | )  |  |   | — |    |  |   | (38     | )  |  |
|                                                                       |  |                                 |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Earnings(loss) from continuingoperations                                   |  |                                 | 95      |   |  |                 | 95      |           |  |         | 114     |         |  |   | 235     |    |  |   | (444    | )  |  |   | 95      |    |  |
| Earnings(loss) from discontinuedoperations                                 |  |                                 | — |   |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |  |
| Netearnings(loss)                                                          |  |                                 | 95      |   |  |                 | 95      |           |  |         | 114     |         |  |   | 235     |    |  |   | (444    | )  |  |   | 95      |    |  |
|                                                                            |

36

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                        |         |        |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|----------------------------------------------------------------------------|--|----------------------------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                                       |  | Successor                              |         |
|                                                                       |  | Forthe Three Months Ended June 30,2005 |         |
|                                                                       |  | ParentGuarantor                        |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |  |
|                                                                       |  | (in$ millions)                         |         |
| Netsales                                                                   |  |                                   | — |   |  |                 | — |           |  |         | 721     |         |  |   | 1,062   |    |  |   | (266    | )  |  |   | 1,517   |    |  |
| Costofsales                                                                |  |                                   | — |   |  |                 | — |           |  |         | (610    | )       |  |   | (831    | )  |  |   | 266     |    |  |   | (1,175  | )  |  |
| Selling,general and administrativeexpenses                                 |  |                                   | — |   |  |                 | — |           |  |         | (65     | )       |  |   | (69     | )  |  |   | — |    |  |   | (134    | )  |  |
| Researchand developmentexpenses                                            |  |                                   | — |   |  |                 | — |           |  |         | (10     | )       |  |   | (13     | )  |  |   | — |    |  |   | (23     | )  |  |
| Specialcharges                                                             |  |
| Insurance recoveries associated withplumbingcases                          |  |                                   | — |   |  |                 | — |           |  |         | 4       |         |  |   | — |    |  |   | — |    |  |   | 4       |    |  |
| Restructuring,impairment and other specialcharges                          |  |                                   | — |   |  |                 | — |           |  |         | (5      | )       |  |   | (26     | )  |  |   | — |    |  |   | (31     | )  |  |
| Foreignexchange gain (loss),net                                            |  |                                   | — |   |  |                 | — |           |  |         | — |         |  |   | (1      | )  |  |   | — |    |  |   | (1      | )  |  |
| Gain(loss) on disposition ofassets                                         |  |                                   | — |   |  |                 | — |           |  |         | (1      | )       |  |   | (2      | )  |  |   | — |    |  |   | (3      | )  |  |
|                                                                       |  |
| Operatingprofit                                                            |  |                                   | — |   |  |                 | — |           |  |         | 34      |         |  |   | 120     |    |  |   | — |    |  |   | 154     |    |  |
| Equityin net earnings ofaffiliates                                         |  |                                   | 80      |   |  |                 | 94      |           |  |         | 44      |         |  |   | 3       |    |  |   | (209    | )  |  |   | 12      |    |  |
| Interestexpense                                                            |  |                                   | — |   |  |                 | (50     | )         |  |         | (36     | )       |  |   | (14     | )  |  |   | 41      |    |  |   | (59     | )  |  |
| Interestincome                                                             |  |                                   | — |   |  |                 | 36      |           |  |         | 1       |         |  |   | 12      |    |  |   | (41     | )  |  |   | 8       |    |  |
| Otherincome (expense),net                                                  |  |                                   | — |   |  |                 | — |           |  |         | — |         |  |   | 18      |    |  |   | — |    |  |   | 18      |    |  |
|                                                                       |  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                   | 80      |   |  |                 | 80      |           |  |         | 43      |         |  |   | 139     |    |  |   | (209    | )  |  |   | 133     |    |  |
|                                                                       |  |                                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Incometaxprovision                                                         |  |                                   | — |   |  |                 | — |           |  |         | (1      | )       |  |   | (39     | )  |  |   | — |    |  |   | (40     | )  |  |
|                                                                       |  |                                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Earnings(loss) from continuing operations before minority interests        |  |                                   | 80      |   |  |                 | 80      |           |  |         | 42      |         |  |   | 100     |    |  |   | (209    | )  |  |   | 93      |    |  |
|                                                                       |  |                                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Minorityinterests                                                          |  |                                   | — |   |  |                 | — |           |  |         | — |         |  |   | (13     | )  |  |   | — |    |  |   | (13     | )  |  |
|                                                                       |  |                                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Earnings(loss) from continuingoperations                                   |  |                                   | 80      |   |  |                 | 80      |           |  |         | 42      |         |  |   | 87      |    |  |   | (209    | )  |  |   | 80      |    |  |
| Earnings(loss) from discountinuedoperations                                |  |                                   | — |   |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |  |
| Netearnings(loss)                                                          |  |                                   | 80      |   |  |                 | 80      |           |  |         | 42      |         |  |   | 87      |    |  |   | (209    | )  |  |   | 80      |    |  |
|                                                                            |

37

----

CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                        |         |         |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |        |         |  |  |  |  |  |  |
|----------------------------------------------------------------------------|--|----------------------------------------|---------|---------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|--|--|--|--|
|                                                                       |  | Successor                              |         |
|                                                                       |  | Forthe Three Months Ended June 30,2004 |         |
|                                                                       |  | ParentGuarantor                        |         | Issuer  |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |  |
|                                                                       |  | (in$ millions)                         |         |
| Netsales                                                                   |  |                                   | — |    |  |                 | — |           |  |         | 591     |         |  |   | 864     |    |  |   | (226    | )  |  |   | 1,229  |    |  |
| Costofsales                                                                |  |                                   | — |    |  |                 | — |           |  |         | (531    | )       |  |   | (753    | )  |  |   | 226     |    |  |   | (1,058 | )  |  |
| Selling,general and administrativeexpenses                                 |  |                                   | (6      | )  |  |                 | (2      | )         |  |         | (54     | )       |  |   | (63     | )  |  |   | — |    |  |   | (125   | )  |  |
| Researchand developmentexpenses                                            |  |                                   | — |    |  |                 | — |           |  |         | (9      | )       |  |   | (13     | )  |  |   | — |    |  |   | (22    | )  |  |
| Specialcharges:                                                            |  |
| Insurance recoveries associated withplumbingcases                          |  |                                   | — |    |  |                 | — |           |  |         | 2       |         |  |   | — |    |  |   | — |    |  |   | 2      |    |  |
| Restructuring,impairment and other specialcharges                          |  |                                   | — |    |  |                 | — |           |  |         | (3      | )       |  |   | 2       |    |  |   | — |    |  |   | (1     | )  |  |
| Operatingprofit                                                            |  |                                   | (6      | )  |  |                 | (2      | )         |  |         | (4      | )       |  |   | 37      |    |  |   | — |    |  |   | 25     |    |  |
|                                                                       |  |                                   |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |  |
| Equityin net earnings ofaffiliates                                         |  |                                   | (110    | )  |  |                 | (23     | )         |  |         | 20      |         |  |   | 9       |    |  |   | 122     |    |  |   | 18     |    |  |
| Interestexpense                                                            |  |                                   | — |    |  |                 | (112    | )         |  |         | (20     | )       |  |   | (37     | )  |  |   | 45      |    |  |   | (124   | )  |  |
| Interestincome                                                             |  |                                   | — |    |  |                 | 35      |           |  |         | 1       |         |  |   | 16      |    |  |   | (45     | )  |  |   | 7      |    |  |
| Otherincome (expense),net                                                  |  |                                   | — |    |  |                 | (8      | )         |  |         | (1      | )       |  |   | (12     | )  |  |   | — |    |  |   | (21    | )  |  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                   | (116    | )  |  |                 | (110    | )         |  |         | (4      | )       |  |   | 13      |    |  |   | 122     |    |  |   | (95    | )  |  |
|                                                                       |  |                                   |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |  |
| Incometaxprovision                                                         |  |                                   | — |    |  |                 | — |           |  |         | — |         |  |   | (10     | )  |  |   | — |    |  |   | (10    | )  |  |
|                                                                       |  |                                   |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                   | (116    | )  |  |                 | (110    | )         |  |         | (4      | )       |  |   | 3       |    |  |   | 122     |    |  |   | (105   | )  |  |
|                                                                       |  |                                   |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |  |
| Minorityinterests                                                          |  |                                   | — |    |  |                 | — |           |  |         | — |         |  |   | (10     | )  |  |   | — |    |  |   | (10    | )  |  |
| Earnings(loss) from continuingoperations                                   |  |                                   | (116    | )  |  |                 | (110    | )         |  |         | (4      | )       |  |   | (7      | )  |  |   | 122     |    |  |   | (115   | )  |  |
| Earnings(loss) from discontinuedoperations                                 |  |                                   | — |    |  |                 | — |           |  |         | (1      | )       |  |   | — |    |  |   | — |    |  |   | (1     | )  |  |
| Netearnings(loss)                                                          |  |                                   | (116    | )  |  |                 | (110    | )         |  |         | (5      | )       |  |   | (7      | )  |  |   | 122     |    |  |   | (116   | )  |  |
|                                                                            |

38

----

CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                      |  |                                          |         |               |  |              |         |              |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|------------------------------------------------------|--|------------------------------------------|---------|---------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                 |  | Predecessor                              |         |
|                                                 |  | Forthe Three Months Ended, March 31,2004 |         |
|                                                 |  | SubsidiaryGuarantor                      |         | Non-Guarantor |  | Eliminations |         | Consolidated |  |
|                                                 |  | (in$ millions)                           |
| Netsales                                             |  |                                     | 584     |          |  |         | 875     |         |  |   | (216    | )  |  |   | 1,243   |    |  |
| Costofsales                                          |  |                                     | (488    | )        |  |         | (730    | )       |  |   | 216     |    |  |   | (1,002  | )  |  |
| Selling,general and administrativeexpenses           |  |                                     | (62     | )        |  |         | (75     | )       |  |   | — |    |  |   | (137    | )  |  |
| Researchand developmentexpenses                      |  |                                     | (10     | )        |  |         | (13     | )       |  |   | — |    |  |   | (23     | )  |  |
| Specialcharges:                                      |  |
| Restructuring, impairment and otherspecialcharges    |  |                                     | (2      | )        |  |         | (26     | )       |  |   | — |    |  |   | (28     | )  |  |
| Foreignexchange gain(loss)                           |  |                                     | 1       |          |  |         | (1      | )       |  |   | — |    |  |   | — |    |  |
| Gain(loss) on disposition ofassets                   |  |                                     | (1      | )        |  |         | — |         |  |   | — |    |  |   | (1      | )  |  |
| Operatingprofit                                      |  |                                     | 22      |          |  |         | 30      |         |  |   | — |    |  |   | 52      |    |  |
| Equityin net earnings ofaffiliates                   |  |                                     | 28      |          |  |         | (391    | )       |  |   | 375     |    |  |   | 12      |    |  |
| Interestexpense                                      |  |                                     | (13     | )        |  |         | — |         |  |   | 7       |    |  |   | (6      | )  |  |
| Interestincome                                       |  |                                     | 1       |          |  |         | 11      |         |  |   | (7      | )  |  |   | 5       |    |  |
| Otherincome (expense),net                            |  |                                     | — |          |  |         | 9       |         |  |   | — |    |  |   | 9       |    |  |
| Earnings(loss) from continuing operations before tax |  |                                     | 38      |          |  |         | (341    | )       |  |   | 375     |    |  |   | 72      |    |  |
| Incometaxprovision                                   |  |                                     | (2      | )        |  |         | (15     | )       |  |   | — |    |  |   | (17     | )  |  |
| Earnings(loss) from continuing operations            |  |                                     | 36      |          |  |         | (356    | )       |  |   | 375     |    |  |   | 55      |    |  |
| Earnings(loss) from discontinuedoperations           |  |                                     | 23      |          |  |         | — |         |  |   | — |    |  |   | 23      |    |  |
| Netearnings(loss)                                    |  |                                     | 59      |          |  |         | (356    | )       |  |   | 375     |    |  |   | 78      |    |  |
|                                                      |

39

----

CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING BALANCE SHEETINFORMATION

|                                                                                                  |  |                   |         |        |  |                      |         |                |  |              |         |              |  |        |         |        |  |        |         |         |  |        |        |        |  |  |
|--------------------------------------------------------------------------------------------------|--|-------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|--------|--------|--|--|
|                                                                                             |  | Successor         |
|                                                                                             |  | Asof June 30,2005 |
|                                                                                             |  | ParentGuarantor   |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                                             |  | (in$millions)     |
| **ASSETS**                                                                                       |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Currentassets:                                                                                   |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Cashand cashequivalents                                                                          |  |              | — |   |  |                 | 1       |           |  |         | 21      |         |  |   | 936     |   |  |   | — |    |  |   | 958    |   |
| Receivables,net:                                                                                 |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Tradereceivables, net — third party andaffiliates                                          |  |              | — |   |  |                 | — |           |  |         | 252     |         |  |   | 703     |   |  |   | — |    |  |   | 955    |   |
| Otherreceivables                                                                                 |  |              | — |   |  |                 | 940     |           |  |         | 192     |         |  |   | 701     |   |  |   | (1,309  | )  |  |   | 524    |   |
| Inventories                                                                                      |  |              | — |   |  |                 | — |           |  |         | 237     |         |  |   | 349     |   |  |   | — |    |  |   | 586    |   |
| Deferredincometaxes                                                                              |  |              | — |   |  |                 | — |           |  |         | — |         |  |   | 75      |   |  |   | — |    |  |   | 75     |   |
| Otherassets                                                                                      |  |              | — |   |  |                 | 2       |           |  |         | 74      |         |  |   | 30      |   |  |   | — |    |  |   | 106    |   |
| Assetsof discontinuedoperations                                                                  |  |              | — |   |  |                 | — |           |  |         | 3       |         |  |   | — |   |  |   | — |    |  |   | 3      |   |
| Totalcurrentassets                                                                               |  |              | — |   |  |                 | 943     |           |  |         | 779     |         |  |   | 2,794   |   |  |   | (1,309  | )  |  |   | 3,207  |   |
| Investments                                                                                      |  |              | 474     |   |  |                 | 1,118   |           |  |         | 1,901   |         |  |   | 439     |   |  |   | (3,389  | )  |  |   | 543    |   |
| Property,plant and equipment,net                                                                 |  |              | — |   |  |                 | — |           |  |         | 872     |         |  |   | 884     |   |  |   | — |    |  |   | 1,756  |   |
| Deferredincometaxes                                                                              |  |              | — |   |  |                 | — |           |  |         | — |         |  |   | 30      |   |  |   | — |    |  |   | 30     |   |
| Otherassets                                                                                      |  |              | — |   |  |                 | 1,130   |           |  |         | 275     |         |  |   | 580     |   |  |   | (1,341  | )  |  |   | 644    |   |
| Goodwill                                                                                         |  |              | — |   |  |                 | — |           |  |         | 396     |         |  |   | 417     |   |  |   | — |    |  |   | 813    |   |
| Intangibleassets,net                                                                             |  |              | — |   |  |                 | — |           |  |         | 124     |         |  |   | 265     |   |  |   | — |    |  |   | 389    |   |
| Totalassets                                                                                      |  |              | 474     |   |  |                 | 3,191   |           |  |         | 4,347   |         |  |   | 5,409   |   |  |   | (6,039  | )  |  |   | 7,382  |   |
| **LIABILITIESAND SHAREHOLDERS' EQUITY**                                                          |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Currentliabilities:                                                                              |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Short-termborrowings and current installments of long-term debt — thirdparty andaffiliates |  |              | — |   |  |                 | 17      |           |  |         | 1,035   |         |  |   | 128     |   |  |   | (1,040  | )  |  |   | 140    |   |
| Accountspayable and accruedliabilities:                                                          |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Tradepayables — third party andaffiliates                                                  |  |              | — |   |  |                 | 1       |           |  |         | 250     |         |  |   | 429     |   |  |   | — |    |  |   | 680    |   |
| Othercurrentliabilities                                                                          |  |              | — |   |  |                 | 11      |           |  |         | 261     |         |  |   | 736     |   |  |   | (269    | )  |  |   | 739    |   |
| Deferredincometaxes                                                                              |  |              | — |   |  |                 | — |           |  |         | — |         |  |   | 14      |   |  |   | — |    |  |   | 14     |   |
| Incometaxespayable                                                                               |  |              | — |   |  |                 | — |           |  |         | 50      |         |  |   | 180     |   |  |   | — |    |  |   | 230    |   |
| Liabilitiesof discontinuedoperations                                                             |  |              | — |   |  |                 | — |           |  |         | 7       |         |  |   | — |   |  |   | — |    |  |   | 7      |   |
| Totalcurrentliabilities                                                                          |  |              | — |   |  |                 | 29      |           |  |         | 1,603   |         |  |   | 1,487   |   |  |   | (1,309  | )  |  |   | 1,810  |   |
| Long-termdebt                                                                                    |  |              | — |   |  |                 | 2,665   |           |  |         | 1,145   |         |  |   | 424     |   |  |   | (1,341  | )  |  |   | 2,893  |   |
| Deferredincometaxes                                                                              |  |              | — |   |  |                 | — |           |  |         | — |         |  |   | 227     |   |  |   | — |    |  |   | 227    |   |
| Benefitobligations                                                                               |  |              | — |   |  |                 | — |           |  |         | 886     |         |  |   | 117     |   |  |   | — |    |  |   | 1,003  |   |
| Otherliabilities                                                                                 |  |              | — |   |  |                 | 23      |           |  |         | 232     |         |  |   | 197     |   |  |   | — |    |  |   | 452    |   |
| Minorityinterests                                                                                |  |              | — |   |  |                 | — |           |  |         | — |         |  |   | 523     |   |  |   | — |    |  |   | 523    |   |
| Commitmentsandcontingencies                                                                      |  |              |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Shareholders'equity                                                                              |  |              | 474     |   |  |                 | 474     |           |  |         | 481     |         |  |   | 2,434   |   |  |   | (3,389  | )  |  |   | 474    |   |
| Totalliabilities and shareholders' equity                                                        |  |              | 474     |   |  |                 | 3,191   |           |  |         | 4,347   |         |  |   | 5,409   |   |  |   | (6,039  | )  |  |   | 7,382  |   |
|                                                                                                  |

40

----

CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING BALANCE SHEETINFORMATION

|                                                                                                  |  |                       |         |        |  |                      |         |                |  |              |         |              |  |        |         |        |  |        |         |         |  |        |       |        |  |  |
|--------------------------------------------------------------------------------------------------|--|-----------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|-------|--------|--|--|
|                                                                                             |  | Successor             |
|                                                                                             |  | Asof December 31,2004 |
|                                                                                             |  | ParentGuarantor       |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                                             |  | (in$millions)         |
| **ASSETS**                                                                                       |  |                  |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Currentassets:                                                                                   |  |                  |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Cashand cashequivalents                                                                          |  |                  | — |   |  |                 | 6       |           |  |         | 127     |         |  |   | 705     |   |  |   | — |    |  |   | 838   |   |
| Receivables,net:                                                                                 |  |                  |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Tradereceivables, net — third party andaffiliates                                          |  |                  | — |   |  |                 | — |           |  |         | 202     |         |  |   | 664     |   |  |   | — |    |  |   | 866   |   |
| Otherreceivables                                                                                 |  |                  | — |   |  |                 | 934     |           |  |         | 263     |         |  |   | 981     |   |  |   | (1,500  | )  |  |   | 678   |   |
| Inventories                                                                                      |  |                  | — |   |  |                 | — |           |  |         | 259     |         |  |   | 359     |   |  |   | — |    |  |   | 618   |   |
| Deferredincometaxes                                                                              |  |                  | — |   |  |                 | — |           |  |         | — |         |  |   | 71      |   |  |   | — |    |  |   | 71    |   |
| Otherassets                                                                                      |  |                  | — |   |  |                 | 2       |           |  |         | 36      |         |  |   | 48      |   |  |   | — |    |  |   | 86    |   |
| Assetsof discontinuedoperations                                                                  |  |                  | — |   |  |                 | — |           |  |         | 2       |         |  |   | — |   |  |   | — |    |  |   | 2     |   |
| Totalcurrentassets                                                                               |  |                  | — |   |  |                 | 942     |           |  |         | 889     |         |  |   | 2,828   |   |  |   | (1,500  | )  |  |   | 3,159 |   |
| Investments                                                                                      |  |                  | 406     |   |  |                 | 900     |           |  |         | 1,851   |         |  |   | 605     |   |  |   | (3,162  | )  |  |   | 600   |   |
| Property,plant and equipment,net                                                                 |  |                  | — |   |  |                 | — |           |  |         | 749     |         |  |   | 953     |   |  |   | — |    |  |   | 1,702 |   |
| Deferredincometaxes                                                                              |  |                  | — |   |  |                 | — |           |  |         | — |         |  |   | 54      |   |  |   | — |    |  |   | 54    |   |
| Otherassets                                                                                      |  |                  | — |   |  |                 | 1,194   |           |  |         | 263     |         |  |   | 584     |   |  |   | (1,302  | )  |  |   | 739   |   |
| Goodwill                                                                                         |  |                  | — |   |  |                 | — |           |  |         | 366     |         |  |   | 381     |   |  |   | — |    |  |   | 747   |   |
| Intangibleassets,net                                                                             |  |                  | — |   |  |                 | — |           |  |         | 115     |         |  |   | 285     |   |  |   | — |    |  |   | 400   |   |
| Totalassets                                                                                      |  |                  | 406     |   |  |                 | 3,036   |           |  |         | 4,233   |         |  |   | 5,690   |   |  |   | (5,964  | )  |  |   | 7,401 |   |
| **LIABILITIESAND SHAREHOLDERS' EQUITY(DEFICIT)**                                                 |  |                  |    |   |  |
| Currentliabilities:                                                                              |  |                  |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Short-termborrowings and current installments of long-term debt — thirdparty andaffiliates |  |                  | — |   |  |                 | 79      |           |  |         | 1,138   |         |  |   | 142     |   |  |   | (1,215  | )  |  |   | 144   |   |
| Accountspayable and accruedliabilities:                                                          |  |                  |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Tradepayables — third party andaffiliates                                                  |  |                  | — |   |  |                 | 1       |           |  |         | 272     |         |  |   | 449     |   |  |   | — |    |  |   | 722   |   |
| Othercurrentliabilities                                                                          |  |                  | — |   |  |                 | 21      |           |  |         | 330     |         |  |   | 822     |   |  |   | (285    | )  |  |   | 888   |   |
| Deferredincometaxes                                                                              |  |                  | — |   |  |                 | — |           |  |         | — |         |  |   | 20      |   |  |   | — |    |  |   | 20    |   |
| Incometaxespayable                                                                               |  |                  | — |   |  |                 | — |           |  |         | 50      |         |  |   | 164     |   |  |   | — |    |  |   | 214   |   |
| Liabilitiesof discontinuedoperations                                                             |  |                  | — |   |  |                 | — |           |  |         | 7       |         |  |   | — |   |  |   | — |    |  |   | 7     |   |
| Totalcurrentliabilities                                                                          |  |                  | — |   |  |                 | 101     |           |  |         | 1,797   |         |  |   | 1,597   |   |  |   | (1,500  | )  |  |   | 1,995 |   |
| Long-termdebt                                                                                    |  |                  | — |   |  |                 | 2,472   |           |  |         | 1,074   |         |  |   | 472     |   |  |   | (1,302  | )  |  |   | 2,716 |   |
| Deferredincometaxes                                                                              |  |                  | — |   |  |                 | — |           |  |         | — |         |  |   | 256     |   |  |   | — |    |  |   | 256   |   |
| Benefitobligations                                                                               |  |                  | — |   |  |                 | — |           |  |         | 882     |         |  |   | 118     |   |  |   | — |    |  |   | 1,000 |   |
| Otherliabilities                                                                                 |  |                  | — |   |  |                 | 57      |           |  |         | 235     |         |  |   | 218     |   |  |   | — |    |  |   | 510   |   |
| Minorityinterests                                                                                |  |                  | — |   |  |                 | — |           |  |         | — |         |  |   | 518     |   |  |   | — |    |  |   | 518   |   |
| Commitmentsandcontingencies                                                                      |  |                  |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Shareholders'equity(deficit)                                                                     |  |                  | 406     |   |  |                 | 406     |           |  |         | 245     |         |  |   | 2,511   |   |  |   | (3,162  | )  |  |   | 406   |   |
| Totalliabilities and shareholders' equity(deficit)                                               |  |                  | 406     |   |  |                 | 3,036   |           |  |         | 4,233   |         |  |   | 5,690   |   |  |   | (5,964  | )  |  |   | 7,401 |   |
|                                                                                                  |

41

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATED STATEMENTOF CASH FLOWSINFORMATION

|                                                                   |  |                                      |         |         |  |                     |         |                           |  |              |         |              |  |        |         |         |  |        |                                 |         |  |        |         |         |  |  |
|-------------------------------------------------------------------|--|--------------------------------------|---------|---------|--|---------------------|---------|---------------------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------------------------------|---------|--|--------|---------|---------|--|--|
|                                                              |  | Successor                            |
|                                                              |  | Forthe Six Months Ended June 30,2005 |
|                                                              |  | ParentGuarantors                     |         | Issuer  |  | SubsidaryGuarantors |         | Non-GuarantorSubsidiaries |  | Eliminations |         | Consolidated |
|                                                              |  | (in$ millions)                       |
| Net cash provided by (used in) operatingactivities                |  |                                 | — |    |  |                | (137    | )                    |  |         | 68      |         |  |   | 250     |    |  |   | —                         |    |  |   | 181     |    |
| Investingactivities from continuingoperations:                    |  |                                 |    |    |  |                |    |                      |  |         |    |         |  |   |    |    |  |   |                            |    |  |   |    |    |
| Capitalexpenditures on property, plant andequipment               |  |                                 | — |    |  |                | — |                      |  |         | (34     | )       |  |   | (52     | )  |  |   | —                         |    |  |   | (86     | )  |
| Investmentsin Subsidiaries,net                                    |  |                                 | 9       |    |  |                | — |                      |  |         | — |         |  |   | — |    |  |   | (9                              | )  |  |   | — |    |
| Acquisitionof CAGshares                                           |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | (6      | )  |  |   | —                         |    |  |   | (6      | )  |
| Feesassociated with the acquisitions                              |  |                                 | — |    |  |                | (2      | )                    |  |         | (6      | )       |  |   | (2      | )  |  |   | —                         |    |  |   | (10     | )  |
| AcquisitionofVinamul                                              |  |                                 | — |    |  |                | (56     | )                    |  |         | (134    | )       |  |   | (18     | )  |  |   | —                         |    |  |   | (208    | )  |
| Proceedsfrom sale ofassets                                        |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | 14      |    |  |   | —                         |    |  |   | 14      |    |
| Netproceeds from disposal of discontinuedoperations               |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | 75      |    |  |   | —                         |    |  |   | 75      |    |
| Proceedsfrom sale of marketablesecurities                         |  |                                 | — |    |  |                | — |                      |  |         | 1       |         |  |   | 140     |    |  |   | —                         |    |  |   | 141     |    |
| Purchasesof marketablesecurities                                  |  |                                 | — |    |  |                | — |                      |  |         | (1      | )       |  |   | (58     | )  |  |   | —                         |    |  |   | (59     | )  |
| Other,net                                                         |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | 1       |    |  |   |     — |    |  |   | 1       |    |
| Netcash provided by (used in) investingactivities                 |  |                                 | 9       |    |  |                | (58     | )                    |  |         | (174    | )       |  |   | 94      |    |  |   | (9                              | )  |  |   | (138    | )  |
| Financingactivities from continuingoperations:                    |  |                                 |    |    |  |                |    |                      |  |         |    |         |  |   |    |    |  |   |                            |    |  |   |    |    |
| Redemptionof senior subordinated notes, including related premium |  |                                 | — |    |  |                | (572    | )                    |  |         | — |         |  |   | — |    |  |   | —                         |    |  |   | (572    | )  |
| Repaymentof floating rate term loan, including related premium    |  |                                 | — |    |  |                | (354    | )                    |  |         | — |         |  |   | — |    |  |   | —                         |    |  |   | (354    | )  |
| Borrowingsunder term loanfacility                                 |  |                                 | — |    |  |                | 1,135   |                      |  |         | — |         |  |   | — |    |  |   | —                         |    |  |   | 1,135   |    |
| ContributionfromParent                                            |  |                                 | 572     |    |  |                | 572     |                      |  |         | — |         |  |   | — |    |  |   | (572                            | )  |  |   | 572     |    |
| Short-termborrowing (repayments),net                              |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | (26     | )  |  |   | —                         |    |  |   | (26     | )  |
| Proceeds(payments) from other long-term debt,net                  |  |                                 | — |    |  |                | (3      | )                    |  |         | — |         |  |   | 12      |    |  |   | —                         |    |  |   | 9       |    |
| Fees associated withfinancings                                    |  |                                 | — |    |  |                | (7      | )                    |  |         | — |         |  |   | — |    |  |   | —                         |    |  |   | (7      | )  |
| DistributiontoParent                                              |  |                                 | (581    | )  |  |                | (581    | )                    |  |         | — |         |  |   | — |    |  |   | 581                             |    |  |   | (581    | )  |
| Netcash provided by (used in) financingactivities                 |  |                                 | (9      | )  |  |                | 190     |                      |  |         | — |         |  |   | (14     | )  |  |   | 9                               |    |  |   | 176     |    |
| Exchangerate effects oncash                                       |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | (99     | )  |  |   | —                         |    |  |   | (99     | )  |
| Netincrease in cash and cashequivalents                           |  |                                 | — |    |  |                | (5      | )                    |  |         | (106    | )       |  |   | 231     |    |  |   | —                         |    |  |   | 120     |    |
| Cashand cash equivalents at beginning ofperiod                    |  |                                 | — |    |  |                | 6       |                      |  |         | 127     |         |  |   | 705     |    |  |   | —                         |    |  |   | 838     |    |
| Cashand cash equivalents at end ofperiod                          |  |                                 | — |    |  |                | 1       |                      |  |         | 21      |         |  |   | 936     |    |  |   | —                         |    |  |   | 958     |    |
| Netcash provided by (used in) discontinuedoperations:             |  |                                 |    |    |  |                |    |                      |  |         |    |         |  |   |    |    |  |
| Operatingactivities                                               |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | (75     | )  |  |   | —                         |    |  |   | (75     | )  |
| Investingactivities                                               |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | 75      |    |  |   | —                         |    |  |   | 75      |    |
| Netcash provided by (used in) discontinuedoperations              |  |                                 | — |    |  |                | — |                      |  |         | — |         |  |   | — |    |  |   | —                         |    |  |   | — |    |
|                                                                   |

42

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING STATEMENT OFCASH FLOWSINFORMATION

|                                                      |  |                                        |         |         |  |                      |         |                           |  |              |         |              |  |        |         |         |  |        |         |        |  |        |
|------------------------------------------------------|--|----------------------------------------|---------|---------|--|----------------------|---------|---------------------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|--------|--|--------|
|                                                 |  | Successor                              |
|                                                 |  | Forthe Three Months Ended June 30,2004 |
|                                                 |  | ParentGuarantors                       |         | Issuer  |  | SubsidiaryGuarantors |         | Non-GuarantorSubsidiaries |  | Eliminations |         | Consolidated |
|                                                 |  | (in$ millions)                         |
| Net cash provided by (used in) operatingactivities   |  | $                                      | (11     | )  |  | $                    | (36     | )                    |  |         | (32     | )       |  | $      | (25     | )  |  | $      | — |   |  | $      | (104 | )  |
| Investingactivities from continuingoperations:       |  |                                   |    |    |  |                 |    |                      |  |         |    |         |  |   |    |    |  |   |    |   |
| Capitalexpenditures on property, plant andequipment  |  |                                   | — |    |  |                 | — |                      |  |         | (32     | )       |  |   | (18     | )  |  |   | — |   |  |   | (50 | )  |
| Acquisitionof CAG shares, net of cashacquired        |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | (1,531  | )  |  |   | — |   |  |   | (1,531 | )  |
| Proceedson sale ofassets                             |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | 1       |    |  |   | — |   |  |   | 1 |   |
| Proceedsfrom sale of marketablesecurities            |  |                                   | — |    |  |                 | — |                      |  |         | 3       |         |  |   | 24      |    |  |   | — |   |  |   | 27 |   |
| Purchasesof marketablesecurities                     |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | (28     | )  |  |   | — |   |  |   | (28 | )  |
| Feesassociated with acquisition ofCAG                |  |                                   | (67     | )  |  |                 | — |                      |  |         | — |         |  |   | — |    |  |   | — |   |  |   | (67 | )  |
| Other,net                                            |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | (1      | )  |  |   | — |   |  |   | (1 | )  |
| Netcash provided by (used in) investingactivities    |  |                                   | (67     | )  |  |                 | — |                      |  |         | (29     | )       |  |   | (1,553  | )  |  |   | — |   |  |   | (1,649 | )  |
| Financingactivities from continuingoperations:       |  |                                   |    |    |  |                 |    |                      |  |         |    |         |  |   |    |    |  |
| Initialcapitalization                                |  |                                   | 103     |    |  |                 | — |                      |  |         | — |         |  |   | 717     |    |  |   | — |   |  |   | 820 |   |
| Borrowingsunder bridgeloans                          |  |                                   | — |    |  |                 | 272     |                      |  |         | — |         |  |   | 1,293   |    |  |   | — |   |  |   | 1,565 |   |
| Repaymentof bridgeloans                              |  |                                   | — |    |  |                 | (1,565  | )                    |  |         | — |         |  |   | — |    |  |   | — |   |  |   | (1,565 | )  |
| Proceedsfrom issuance of senior subordinatednotes    |  |                                   | — |    |  |                 | 1,244   |                      |  |         | — |         |  |   | — |    |  |   | — |   |  |   | 1,244 |   |
| Proceedsfrom floating rate termloan                  |  |                                   | — |    |  |                 | 350     |                      |  |         | — |         |  |   | — |    |  |   | — |   |  |   | 350 |   |
| Borrowingsunder term loanfacility                    |  |                                   | — |    |  |                 | 30      |                      |  |         | 359     |         |  |   | — |    |  |   | — |   |  |   | 389 |   |
| Short-termborrowings (repayments),net                |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | 7       |    |  |   | — |   |  |   | 7 |   |
| Proceeds(payments) from other long-term debt,net     |  |                                   | — |    |  |                 | — |                      |  |         | (175    | )       |  |   | (2      | )  |  |   | — |   |  |   | (177 | )  |
| Issuanceof preferred stock by consolidatedsubsidiary |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | 15      |    |  |   | — |   |  |   | 15 |   |
| Feesassociated withfinancings                        |  |                                   | (24     | )  |  |                 | (128    | )                    |  |         | — |         |  |   | — |    |  |   | — |   |  |   | (152 | )  |
| Dividendpayments                                     |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | (1      | )  |  |   | — |   |  |   | (1 | )  |
| Netcash provided by financingactivities              |  |                                   | 79      |    |  |                 | 203     |                      |  |         | 184     |         |  |   | 2,029   |    |  |   | — |   |  |   | 2,495 |   |
| Exchange rate effectsoncash                          |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | (26     | )  |  |   |    |   |  |   | (26 | )  |
| Netincrease in cash and cashequivalents              |  |                                   | 1       |    |  |                 | 167     |                      |  |         | 123     |         |  |   | 425     |    |  |   | — |   |  |   | 716 |   |
| Cashand cash equivalents at beginning ofyear         |  |                                   | — |    |  |                 | — |                      |  |         | — |         |  |   | — |    |  |   | — |   |  |   | — |   |
| Cashand cash equivalents at end ofperiod             |  | $                                      | 1       |    |  | $                    | 167     |                      |  | $            | 123     |         |  | $      | 425     |    |  | $      | — |   |  | $      | 716 |   |
|                                                      |

43

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CELANESEHOLDINGS LLC AND SUBSIDIARIESNOTES TO THE UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS(Continued)

UNAUDITED CONSOLIDATING STATEMENT OFCASH FLOWSINFORMATION

|                                                       |  |                                         |         |                |  |              |         |              |  |        |         |        |  |        |         |         |  |  |  |  |  |  |
|-------------------------------------------------------|--|-----------------------------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|--------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                  |  | Predecessor                             |         |
|                                                  |  | Forthe Three Months Ended March 31,2004 |         |
|                                                  |  | SubsidiaryGuarantors                    |         | Non-Guarantors |  | Eliminations |         | Consolidated |  |
|                                                  |  | (in$ millions)                          |
| Net cash provided by (used in) operatingactivities    |  |                                    | (144    | )         |  |         | 37      |         |  |   | — |   |  |   | (107    | )  |  |
| Investingactivities from continuingoperations:        |  |                                    |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Capitalexpenditures on property, plant andequipment   |  |                                    | (21     | )         |  |         | (23     | )       |  |   | — |   |  |   | (44     | )  |  |
| Netproceeds from disposal of discontinuedoperations   |  |                                    | 134     |           |  |         | 5       |         |  |   | — |   |  |   | 139     |    |  |
| Proceedsfrom sale of marketablesecurities             |  |                                    | 3       |           |  |         | 39      |         |  |   | — |   |  |   | 42      |    |  |
| Purchasesof marketablesecurities                      |  |                                    | (1      | )         |  |         | (41     | )       |  |   | — |   |  |   | (42     | )  |  |
| Other,net                                             |  |                                    | — |           |  |         | 1       |         |  |   | — |   |  |   | 1       |    |  |
| Netcash provided by investingactivities               |  |                                    | 115     |           |  |         | (19     | )       |  |   | — |   |  |   | 96      |    |  |
| Financingactivities from continuingoperations:        |  |                                    |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Short-termborrowings (repayments), net                |  |                                    | — |           |  |         | (16     | )       |  |   | — |   |  |   | (16     | )  |  |
| Paymentsof other long-termdebt                        |  |                                    | (25     | )         |  |         | (2      | )       |  |   | — |   |  |   | (27     | )  |  |
| Netcash provided by (used in) financingactivities     |  |                                    | (25     | )         |  |         | (18     | )       |  |   | — |   |  |   | (43     | )  |  |
| Exchangerate effects oncash                           |  |                                    | — |           |  |         | (1      | )       |  |   | — |   |  |   | (1      | )  |  |
| Netdecrease in cash and cashequivalents               |  |                                    | (54     | )         |  |         | (1      | )       |  |   | — |   |  |   | (55     | )  |  |
| Cashand cash equivalents at beginning ofperiod        |  |                                    | 83      |           |  |         | 65      |         |  |   | — |   |  |   | 148     |    |  |
| Cashand cash equivalents at end ofperiod              |  |                                    | 29      |           |  |         | 64      |         |  |   | — |   |  |   | 93      |    |  |
| Netcash provided by (used in) discontinuedoperations: |  |                                    |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |
| Operatingactivities                                   |  |                                    | (134    | )         |  |         | (5      | )       |  |   | — |   |  |   | (139    | )  |  |
| Investingactivities                                   |  |                                    | 134     |           |  |         | 5       |         |  |   | — |   |  |   | 139     |    |  |
| Netcash provided by (used in) discontinuedoperations  |  |                                    | — |           |  |         | — |         |  |   | — |   |  |   | — |    |  |
|                                                       |

44

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

You should read thefollowing discussion and analysis of the financial condition and theresults of operations of Celanese Holdings LLC and its subsidiaries(collectively, the "Company" or the"Successor") together with the UnauditedInterim Consolidated Financial Statements and the notes to thosefinancial statements, which were prepared in accordance with U.S. GAAPand with the Celanese Holdings LLC and its subsidiaries consolidatedfinancial statements for the nine months ended December  31,2004, as filed with the Securities Exchange Commission on Form10-K.

The following discussion and analysis of financialcondition and results of operations cover periods prior and subsequentto the acquisition of Celanese AG and its subsidiaries (collectively"CAG" or the"Predecessor"). Accordingly, the discussionand analysis of historical periods prior to the acquisition do notreflect the significant impact that the acquisition of CAG has had andwill have on the Successor, including increased leverage and liquidityrequirements as well as purchase accounting adjustments. In addition,investors are cautioned that the forward-looking statements containedin this section involve both risk and uncertainty. Several importantfactors could cause actual results to differ materially from thoseanticipated by these statements. Many of these statements aremacroeconomic in nature and are, therefore, beyond the control ofmanagement. See "Forward-Looking Information"located at the end of this section.

Reconciliation ofNon-U.S. GAAP Measures: Management believes that using non-U.S. GAAPfinancial measures to supplement U.S. GAAP results is useful toinvestors because such use provides a more complete understanding ofthe factors and trends affecting the business other than disclosingU.S. GAAP results alone. In this regard, we disclose net debt, which isa non-U.S. GAAP financial measure. Net debt is defined as total debtless cash and cash equivalents. Management uses net debt to evaluatethe Company's capital structure. Net debt is not a substitute forany U.S. GAAP financial measure. In addition, the calculation of netdebt contained in this report may not be consistent with that of othercompanies. The most directly comparable financial measure presented inaccordance with U.S. GAAP in our financial statements for net debt istotal debt. For a reconciliation of net debt and total debt, see"Financial Highlights" below.

Basis of Presentation

Impact of the Acquisition ofCelanese AG

On April 6, 2004, Celanese Europe Holding GmbH& Co. KG (the "Purchaser"), an indirectwholly owned subsidiary of the Successor, acquired approximately84% of the Celanese AG ordinary shares, excluding treasuryshares ("CAG Shares"). The ordinary shareswere acquired at a price of €32.50 per share or anaggregate purchase price of $1,693 million, including directacquisition costs of approximately $69 million. During the nine monthsended December 31, 2004 and the six months ended June 30, 2005, thePurchaser acquired additional CAG Shares for a purchase price of $33million and $6 million, respectively. As the additional shares acquiredprimarily represented exercised employee stock options, thePurchaser's ownership percentage remained at approximately84% as of December 31, 2004 and June 30, 2005. The additionalCAG Shares were acquired pursuant to a mandatory offer commenced inSeptember 2004 that will expire in October 1, 2005, unless furtherextended.

We accounted for the acquisition of CAG using thepurchase method of accounting and, accordingly, this resulted in a newbasis of accounting. The purchase price was allocated based on the fairvalue of the underlying assets acquired and liabilities assumed. Theassets acquired and liabilities assumed are reflected at fair value forthe approximately 84% portion acquired and at CAG historicalbasis for the remaining approximate 16%. The excess of the totalpurchase price over the fair value of the net assets acquired atclosing was allocated to goodwill, and this indefinite lived asset issubject to an annual impairment review. During the three months endedMarch 31, 2005, the Company finalized its purchase accountingadjustments for the acquisition of CAG. (See Notes 2 and 8 to theUnaudited Interim Consolidated Financial Statements).

45

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Impact of the Acquisition ofVinamul

In February 2005, the Company acquired Vinamul, theNorth American and European emulsion polymer business of ImperialChemical Industries PLC ("ICI") for $208million. The Vinamul product line includes vinyl acetate-ethylenecopolymers, vinyl acetate homopolymers and copolymers, and acrylic andvinyl acrylic emulsions. Vinamul operates manufacturing facilities inthe United States, Canada, the United Kingdom, and The Netherlands. Aspart of the agreement, ICI will continue to supply Vinamul with starch,dextrin and other specialty ingredients following the acquisition. TheCompany will supply ICI with vinyl acetate monomer and polyvinylalcohols. The supply agreements are for 15 years, and the pricing isbased on market and other negotiated terms. The Company primarilyfinanced this acquisition through borrowings of $200 million under theamended and restated senior credit facilities (See Notes 6 and 9 to theUnaudited Interim Consolidated Financial Statements).

Inconnection with the acquisition of Vinamul, the Company haspreliminarily allocated the purchase price to assets acquired andliabilities assumed primarily based on the historical cost of thebusiness acquired. The excess of the purchase price over the amountsallocated to assets and liabilities is included in goodwill, and ispreliminarily estimated to be $40 million at June 30, 2005. The Companyis in the process of determining the fair value of all assets acquiredand liabilities assumed. The Company expects to finalize the purchaseaccounting for this transaction in 2005.

In connection with theacquisition of Vinamul, at the acquisition date, the Company beganformulating a plan to exit or restructure certain activities. TheCompany has not completed this analysis, and as of June 30, 2005, hasnot recorded any liabilities associated with these activities. As theCompany finalizes any plans to exit or restructure activities, it mayrecord additional liabilities, for among other things, severance andseverance related costs and such amounts could be material.

Successor

Successor—Represents theCompany's unaudited consolidated financial position as of June30, 2005 and December 31, 2004 and its unaudited consolidated resultsof operations for the three months ended June 30, 2005, March 31, 2005and June 30, 2004 and for the six months ended June 30, 2005 and cashflows for the six months ended June 30, 2005 and for the three monthsended June 30, 2004. These consolidated financial statements reflectthe application of purchase accounting, described above, relating tothe acquisition of CAG and preliminary purchase price accountingadjustments relating to the acquisition of Vinamul.

Predecessor

Predecessor—RepresentsCAG's consolidated results of operations and cash flows for thethree months ended March 31, 2004. These consolidated financialstatements relate to periods prior to the acquisition of CAG andVinamul and present CAG's historical basis of accounting withoutthe application of purchase accounting.

The results of theSuccessor are not comparable to the results of the Predecessor due tothe difference in the basis of presentation of purchase accounting ascompared to historical cost.

Celanese Corporation InitialPublic Offering and Concurrent Financings

In January 2005,Celanese Corporation, the Company's ultimate Parent, completed aninitial public offering of Series A common stock and convertibleperpetual preferred stock for net proceeds of $985 million. CelaneseCorporation contributed $572 million of the net proceeds to theCompany. The Company used such proceeds to repay $572 million of seniorsubordinated notes, which includes an early redemption premium of $51million.

Subsequent to the closing of the initial publicoffering, the Company borrowed an additional $1,135 million under theamended and restated senior credit facilities, a portion of which wasused to repay a $350 million floating rate term loan, which excludes a$4 million early redemption premium, 

46

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and $200 million of which was used as theprimary financing for the February 2005 acquisition of the Vinamulemulsions business. Additionally, the amended and restated seniorcredit facilities include a $242 million delayed draw term loan. Thedelayed draw term loan expired unutilized in July 2005.

RecentBusiness Highlights:

|              |                                                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Completedthe acquisition of Acetex Corporation in July 2005 to strengthen theCompany's positioning in acetyls chemicals. Acetex debt isexpected to be retired primarily with cash on hand in August 2005. |

|              |                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------|
| •  | Began purchasing methanol fromSouthern Chemical Corporation in an arrangement that is expected toyield significantsavings. |

|              |                                                                                                                                                                                                                                                                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Realized savings fromrestructuring and productivity improvements in the three months endedJune 30, 2005 in all business segments. Discontinued production ofcertain acetate flake and filament operations, relocated the AcetateProducts headquarters to Dallas. Announced closure and relocation ofthe Bedminster, N.J., financial functions to Dallas bymid-2006. |

|              |                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Announced intentionto build a state-of-the-art vinyl acetate ethylene and conventionalemulsion polymer facility in China. Startup is targeted for the firsthalf of 2007. |

|              |                                                                                                                                                                                             |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Announced plansto construct a world-scale plant for the manufacture of GUR® ultrahigh molecular weight polyethylene in Asia. Production is expected tobegin in the second half of 2007. |

|              |                                                                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Continued to focus the productportfolio by exiting non-strategic businesses, such as the highperformance polymer polybenzamidazole("PBI"), Vectran polymer, and emulsionpowders. |

Overview

Three Months Ended June 30, 2005Compared with Three Months Ended June 30, 2004

In thethree months ended June 30, 2005, net sales rose 23% to $1,517million compared to $1,229 million in the same period last yearprimarily on higher pricing, mainly in Chemical Products, and the salesof the recently acquired Vinamul emulsions business, which closed inthe first quarter of 2005. Operating profit rose significantly to $154million versus $25 million last year on margin expansion principallydriven by higher pricing and productivity improvements. These effectsmore than offset higher raw material and energy costs, mainly forethylene and natural gas, and higher special charges. Operating profitin 2004 included a $49 million charge for a non-cash inventory-relatedpurchase accounting adjustment. The Company recorded net earnings of$80 million compared to a net loss of $116 million, which included $71million of deferred financing costs for the prepayment of the seniorsubordinated bridge loan facilities. The second quarter of 2005benefited from higher operating profit and a $37 million favorablechange in our net foreign currency gain (loss) resulting from exchangerate movements and a change from a net asset to a net liability foreigncurrency position.

Three Months Ended March 31, 2005Compared with Three Months Ended March 31, 2004

In thethree months ended March 31, 2005, net sales rose 21% to $1,509million compared to $1,243 million, in the same period last year,primarily on significant higher pricing. Higher volumes, favorablecurrency movements and composition changes, of which $66 million wasrelated to the Vinamul emulsions acquisition, increased net sales. TheCompany recorded lower net earnings of $15 million compared to $78million for CAG largely due to higher interest expense, which included$78 million in refinancing related costs (comprising early redemptionpremiums and accelerated amortization of deferred financing costs of$55 million and $23 million, respectively), and higher special charges,mainly due to $35 million in expenses for the termination of sponsormonitoring services. The three months ended March 31, 2005 benefitedfrom higher pricing mainly in Chemical Products, driven by strongdemand and higher industry capacity utilization. The Company alsobenefited from cost savings resulting from restructuring andproductivity improvement programs as well as lower depreciation andamortization. These benefits were partially offset by higher rawmaterials and energy costs.

47

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    FinancialHighlights

|                                                                            |  |                                 |         |                                |  |                              |       |                                  |  |        |         |         |  |        |       |         |  |  |
|----------------------------------------------------------------------------|--|---------------------------------|---------|--------------------------------|--|------------------------------|-------|----------------------------------|--|--------|---------|---------|--|--------|-------|---------|--|--|
|                                                                       |  | Successor                       |         | Predecessor                    |
|                                                                       |  | ThreeMonths Ended June 30, 2005 |         | Three MonthsEndedJune 30, 2004 |  | Six MonthsEnded June 30,2005 |       | Three Months Ended March 31,2004 |
|                                                                       |  | (in $millions)                  |
| **Statement of OperationsData:**                                           |  |
| Netsales                                                                   |  |                            | 1,517   |                           |  |                         | 1,229 |                             |  |   | 3,026   |    |  |   | 1,243 |    |
| Specialcharges                                                             |  |                            | (27     | )                         |  |                         | 1     |                             |  |   | (65     | )  |  |   | (28   | )  |
| Operatingprofit                                                            |  |                            | 154     |                           |  |                         | 25    |                             |  |   | 323     |    |  |   | 52    |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                            | 133     |                           |  |                         | (95   | )                           |  |   | 190     |    |  |   | 72    |    |
| Earnings(loss) from continuingoperations                                   |  |                            | 80      |                           |  |                         | (115  | )                           |  |   | 95      |    |  |   | 55    |    |
| Earnings(loss) from discontinuedoperations                                 |  |                            | — |                           |  |                         | (1    | )                           |  |   | — |    |  |   | 23    |    |
| Netearnings(loss)                                                          |  |                            | 80      |                           |  |                         | (116  | )                           |  |   | 95      |    |  |   | 78    |    |
|                                                                            |

|                                                                                             |  |                   |       |                      |  |        |       |        |  |  |
|---------------------------------------------------------------------------------------------|--|-------------------|-------|----------------------|--|--------|-------|--------|--|--|
|                                                                                        |  | Successor         |
|                                                                                        |  | Asof June 30,2005 |       | As ofDecember31,2004 |
|                                                                                        |  | (in $millions)    |
| **Balance SheetData:**                                                                      |  |
| Short-term borrowings and currentinstallments of long-term debt - third party andaffiliates |  |              | 140   |                 |  |   | 144   |   |
| Plus: Long-termdebt                                                                         |  |              | 2,893 |                 |  |   | 2,716 |   |
| Totaldebt                                                                                   |  |              | 3,033 |                 |  |   | 2,860 |   |
| Less: Cash and cashequivalents                                                              |  |              | 958   |                 |  |   | 838   |   |
| Netdebt                                                                                     |  |              | 2,075 |                 |  |   | 2,022 |   |
|                                                                                             |

|                                                                                                        |  |                                |      |                                |  |                              |      |                                 |  |        |      |         |  |        |     |         |  |  |
|--------------------------------------------------------------------------------------------------------|--|--------------------------------|------|--------------------------------|--|------------------------------|------|---------------------------------|--|--------|------|---------|--|--------|-----|---------|--|--|
|                                                                                                   |  | Successor                      |      | Predecessor                    |
|                                                                                                   |  | ThreeMonthsEnded June 30, 2005 |      | Three MonthsEnded June30, 2004 |  | Six MonthsEnded June 30,2005 |      | Three MonthsEnded March31, 2004 |
|                                                                                                   |  | (in $millions)                 |
| **OtherData:**                                                                                         |  |
| Depreciation andamortization                                                                           |  |                           | 67   |                           |  |                         | 71   |                            |  |   | 130  |    |  |   | 72  |    |
| Operatingmargin(1)                                                                                     |  |                           | 10.2 | %                         |  |                         | 2.0  | %                          |  |   | 10.7 | %  |  |   | 4.2 | %  |
| Earnings(loss) from continuing operations before tax and minority interests asa percentage of netsales |  |                           | 8.8  | %                         |  |                         | (7.7 | )%                         |  |   | 6.3  | %  |  |   | 5.8 | %  |
|                                                                                                        |

|     |                                                  |
|-----|--------------------------------------------------|
| (1) | Definedas operating profit divided by net sales. |

48

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Selected Data by Business Segment–Three Months Ended June 30, 2005 Compared with Three MonthsEnded June 30,2004

|                                                                                  |  |                                 |         |                                 |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------|--|---------------------------------|---------|---------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                             |  | Successor                       |         | Predecessor                     |  |       |
|                                                                             |  | ThreeMonths Ended June 30, 2005 |         | ThreeMonths Ended June 30, 2004 |  | Change in$ |
|                                                                             |  | (in $millions)                  |         |                            |
| **NetSales**                                                                     |  |                            |    |                            |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                            | 1,085   |                            |  |       | 808     |    |  |   | 277     |    |
| TechnicalPolymersTicona                                                          |  |                            | 223     |                            |  |       | 220     |    |  |   | 3       |    |
| AcetateProducts                                                                  |  |                            | 183     |                            |  |       | 173     |    |  |   | 10      |    |
| PerformanceProducts                                                              |  |                            | 47      |                            |  |       | 45      |    |  |   | 2       |    |
| SegmentTotal                                                                     |  |                            | 1,538   |                            |  |       | 1,246   |    |  |   | 292     |    |
| OtherActivities                                                                  |  |                            | 8       |                            |  |       | 11      |    |  |   | (3      | )  |
| IntersegmentEliminations                                                         |  |                            | (29     | )                          |  |       | (28     | )  |  |   | (1      | )  |
| TotalNetSales                                                                    |  |                            | 1,517   |                            |  |       | 1,229   |    |  |   | 288     |    |
|                                                                             |  |                            |    |                            |  |       |    |    |  |   |    |    |
| **SpecialCharges**                                                               |  |                            |    |                            |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                            | (3      | )                          |  |       | (1      | )  |  |   | (2      | )  |
| TechnicalPolymersTicona                                                          |  |                            | (20     | )                          |  |       | 2       |    |  |   | (22     | )  |
| AcetateProducts                                                                  |  |                            | — |                            |  |       | — |    |  |   | — |    |
| PerformanceProducts                                                              |  |                            | — |                            |  |       | — |    |  |   | — |    |
| SegmentTotal                                                                     |  |                            | (23     | )                          |  |       | 1       |    |  |   | (24     | )  |
| OtherActivities                                                                  |  |                            | (4      | )                          |  |       | — |    |  |   | (4      | )  |
| TotalSpecialCharges                                                              |  |                            | (27     | )                          |  |       | 1       |    |  |   | (28     | )  |
|                                                                             |  |                            |    |                            |  |       |    |    |  |   |    |    |
| **OperatingProfit(Loss)**                                                        |  |                            |    |                            |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                            | 155     |                            |  |       | 36      |    |  |   | 119     |    |
| TechnicalPolymersTicona                                                          |  |                            | 5       |                            |  |       | 11      |    |  |   | (6      | )  |
| AcetateProducts                                                                  |  |                            | 10      |                            |  |       | 10      |    |  |   | — |    |
| PerformanceProducts                                                              |  |                            | 15      |                            |  |       | 2       |    |  |   | 13      |    |
| SegmentTotal                                                                     |  |                            | 185     |                            |  |       | 59      |    |  |   | 126     |    |
| OtherActivities                                                                  |  |                            | (31     | )                          |  |       | (34     | )  |  |   | 3       |    |
| TotalOperatingProfit                                                             |  |                            | 154     |                            |  |       | 25      |    |  |   | 129     |    |
|                                                                             |  |                            |    |                            |  |       |    |    |  |   |    |    |
| **Earnings(Loss) from Continuing Operations Before Tax and MinorityInterests**   |  |                            |    |                            |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                            | 149     |                            |  |       | 34      |    |  |   | 115     |    |
| TechnicalPolymersTicona                                                          |  |                            | 22      |                            |  |       | 26      |    |  |   | (4      | )  |
| AcetateProducts                                                                  |  |                            | 12      |                            |  |       | 14      |    |  |   | (2      | )  |
| PerformanceProducts                                                              |  |                            | 14      |                            |  |       | 1       |    |  |   | 13      |    |
| SegmentTotal                                                                     |  |                            | 197     |                            |  |       | 75      |    |  |   | 122     |    |
| OtherActivities                                                                  |  |                            | (64     | )                          |  |       | (170    | )  |  |   | 106     |    |
| TotalEarnings (Loss) from Continuing Operations Before Tax and MinorityInterests |  |                            | 133     |                            |  |       | (95     | )  |  |   | 228     |    |
|                                                                                  |

49

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Selected Data by Business Segment–Three Months Ended June 30, 2005 Compared with Three MonthsEnded June 30, 2004(Continued)

|                                     |  |                                 |        |                                 |  |            |        |        |  |        |         |         |  |  |
|-------------------------------------|--|---------------------------------|--------|---------------------------------|--|------------|--------|--------|--|--------|---------|---------|--|--|
|                                |  | Successor                       |        | Predecessor                     |  |       |
|                                |  | ThreeMonths Ended June 30, 2005 |        | ThreeMonths Ended June 30, 2004 |  | Change in$ |
|                                |  | (in $millions)                  |        |                            |
| **Depreciation &Amortization**  |  |                            |   |                            |  |       |   |   |  |   |    |    |
| ChemicalProducts                    |  |                            | 39     |                            |  |       | 38     |   |  |   | 1       |    |
| TechnicalPolymersTicona             |  |                            | 14     |                            |  |       | 15     |   |  |   | (1      | )  |
| AcetateProducts                     |  |                            | 9      |                            |  |       | 14     |   |  |   | (5      | )  |
| PerformanceProducts                 |  |                            | 3      |                            |  |       | 2      |   |  |   | 1       |    |
| SegmentTotal                        |  |                            | 65     |                            |  |       | 69     |   |  |   | (4      | )  |
| OtherActivities                     |  |                            | 2      |                            |  |       | 2      |   |  |   | — |    |
| TotalDepreciation &Amortization |  |                            | 67     |                            |  |       | 71     |   |  |   | (4      | )  |
|                                     |

FactorsAffecting Second Quarter 2005 Segment Sales Compared to Second Quarter2004

|                         |  |        |    |          |  |          |    |          |  |        |         |         |  |        |         |         |  |        |    |         |  |  |
|-------------------------|--|--------|----|----------|--|----------|----|----------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----|---------|--|--|
| inpercent               |  | Volume |    | Price    |  | Currency |    | Other(1) |  | Total  |
| ChemicalProducts        |  |   | (1 | )%  |  |     | 21 | %   |  |   | 2       | %  |  |   | 12      | %  |  |   | 34 | %  |
| TechnicalPolymersTicona |  |   | (5 | )   |  |     | 4  |     |  |   | 2       |    |  |   | — |    |  |   | 1  |    |
| AcetateProducts         |  |   | 1  |     |  |     | 5  |     |  |   | — |    |  |   | — |    |  |   | 6  |    |
| PerformanceProducts     |  |   | 2  |     |  |     | (3 | )   |  |   | 5       |    |  |   | — |    |  |   | 4  |    |
| SegmentTotal            |  |   | (2 | )%  |  |     | 15 | %   |  |   | 2       | %  |  |   | 8       | %  |  |   | 23 | %  |
|                         |

|     |                                                                              |
|-----|------------------------------------------------------------------------------|
| (1) | Primarilyrepresents sales of the recently acquired Vinamul emulsionsbusiness |

50

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Summary by Business Segment—ThreeMonths Ended June 30, 2005 Compared with Three Months Ended June 30,2004

        ChemicalProducts

|                                                                            |  |                                 |        |                                 |  |             |        |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|---------------------------------|--------|---------------------------------|--|-------------|--------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                       |        | Predecessor                     |  |        |
| in$ millions (except for percentages)                                      |  | Three MonthsEnded June 30, 2005 |        | Three Months Ended June 30,2004 |  | Change in $ |
| Netsales                                                                   |  |                            | 1,085  |                            |  |        | 808    |    |  |   | 277    |    |
| Netsalesvariance:                                                          |  |                            |   |                            |  |        |   |    |  |   |   |    |
|     Volume                                             |  |                            | (1     | )%                         |  |        |   |    |  |   |   |    |
|     Price                                              |  |                            | 21     | %                          |  |        |   |    |  |   |   |    |
|     Currency                                           |  |                            | 2      | %                          |  |        |   |    |  |   |   |    |
|     Other                                              |  |                            | 12     | %                          |  |        |   |    |  |   |   |    |
| Operatingprofit                                                            |  |                            | 155    |                            |  |        | 36     |    |  |   | 119    |    |
| Operatingmargin                                                            |  |                            | 14.3   | %                          |  |        | 4.5    | %  |  |   |   |    |
| Specialcharges                                                             |  |                            | (3     | )                          |  |        | (1     | )  |  |   | (2     | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                            | 149    |                            |  |        | 34     |    |  |   | 115    |    |
| Depreciationandamortization                                                |  |                            | 39     |                            |  |        | 38     |    |  |   | 1      |    |
|                                                                            |

ThreeMonths Ended June 30, 2005 Compared with Three Months Ended June 30,2004

Chemical Products' net sales increased 34% to$1,085 million compared to the same period last year on significantlyhigher pricing, sales of the newly acquired Vinamul business andfavorable currency movements. Major business lines continued to operateat high utilization rates while volumes declined for non-corederivative products. Pricing increased for most chemical products,particularly vinyl acetate, acetic acid and acetate esters, driven bycontinued strong demand, high utilization rates across the industry andhigher raw material costs, mainly for ethylene and natural gas.

Earnings from continuing operations before tax and minorityinterests increased to $149 million from $34 million on higher pricingand productivity improvements, which were partly offset by higher rawmaterial costs. Earnings in 2004 included a $15 million charge for anon-cash inventory-related purchase accounting adjustment.

51

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        Technical PolymersTicona

|                                                                            |  |                               |        |                               |  |            |        |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|-------------------------------|--------|-------------------------------|--|------------|--------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                     |        | Predecessor                   |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedJune 30,2005 |        | Three MonthsEnded June30,2004 |  | Change in$ |
| Netsales                                                                   |  |                          | 223    |                          |  |       | 220    |    |  |   | 3      |    |
| Netsalesvariance:                                                          |  |                          |   |                          |  |       |   |    |  |   |   |    |
|     Volume                                             |  |                          | (5     | )%                       |  |       |   |    |  |   |   |    |
|     Price                                              |  |                          | 4      | %                        |  |       |   |    |  |   |   |    |
|     Currency                                           |  |                          | 2      | %                        |  |       |   |    |  |   |   |    |
| Operatingprofit                                                            |  |                          | 5      |                          |  |       | 11     |    |  |   | (6     | )  |
| Operatingmargin                                                            |  |                          | 2.2    | %                        |  |       | 5.0    | %  |  |   |   |    |
| Specialcharges                                                             |  |                          | (20    | )                        |  |       | 2      |    |  |   | (22    | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                          | 22     |                          |  |       | 26     |    |  |   | (4     | )  |
| Depreciationandamortization                                                |  |                          | 14     |                          |  |       | 15     |    |  |   | (1     | )  |
|                                                                            |

ThreeMonths Ended June 30, 2005 Compared with Three Months Ended June 30,2004

Ticona's net sales increased 1% to $223million compared to the same period last year on higher pricing andfavorable currency movements. Pricing rose as previously announcedprice increases took effect. Volumes declined largely for polyacetal("POM") due to weakness in the automotivesector, primarily in Europe, and on reduced sales for lower-endapplications.

Earnings from continuing operations before tax andminority interests decreased to $22 million from $26 million as higherpricing, cost savings and dividend income from cost investments did notfully offset $20 million in special charges, primarily for theimpairment of the COC business, lower volumes and higher raw materialcosts. Equity in net earnings of affiliates remained relatively flatcompared to last year. Earnings in 2004 included an $18 million chargefor a non-cash inventory-related purchase accountingadjustment.

52

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        AcetateProducts

|                                                                            |  |                               |         |                               |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|-------------------------------|---------|-------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                     |         | Predecessor                   |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedJune 30,2005 |         | Three MonthsEnded June30,2004 |  | Change in$ |
| Netsales                                                                   |  |                          | 183     |                          |  |       | 173     |    |  |   | 10      |    |
| Netsalesvariance:                                                          |  |                          |    |                          |  |       |    |    |  |   |    |    |
|     Volume                                             |  |                          | 1       | %                        |  |       |    |    |  |   |    |    |
|     Price                                              |  |                          | 5       | %                        |  |       |    |    |  |   |    |    |
| Operatingprofit                                                            |  |                          | 10      |                          |  |       | 10      |    |  |   | — |    |
| Operatingmargin                                                            |  |                          | 5.5     | %                        |  |       | 5.8     | %  |  |   |    |    |
| Specialcharges                                                             |  |                          | — |                          |  |       | — |    |  |   | — |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                          | 12      |                          |  |       | 14      |    |  |   | (2      | )  |
| Depreciationandamortization                                                |  |                          | 9       |                          |  |       | 14      |    |  |   | (5      | )  |
|                                                                            |

ThreeMonths Ended June 30, 2005 Compared with Three Months Ended June 30,2004

Net sales for Acetate Products increased by 6% to$183 million compared to the same period last year on higher pricingand volumes. Pricing increased for all business lines while volumesincreased mainly on higher flake sales to the Company's recentlyexpanded China tow ventures.

Earnings from continuing operationsbefore tax and minority interests decreased to $12 million compared to$14 million in the same period last year. Higher pricing and savingsfrom restructuring and productivity improvements were more than offsetby increased raw material and energy costs as well as temporarilyhigher manufacturing costs, resulting from a realignment of productionand inventory levels as part of the acetate restructuringstrategy.

53

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        PerformanceProducts

|                                                                            |  |                               |         |                               |  |            |         |         |  |        |         |        |  |  |
|----------------------------------------------------------------------------|--|-------------------------------|---------|-------------------------------|--|------------|---------|---------|--|--------|---------|--------|--|--|
|                                                                       |  | Successor                     |         | Predecessor                   |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEnded June30,2005 |         | Three MonthsEnded June30,2004 |  | Change in$ |
| Netsales                                                                   |  |                          | 47      |                          |  |       | 45      |    |  |   | 2       |   |
| Netsalesvariance:                                                          |  |                          |    |                          |  |       |    |    |  |   |    |   |
|     Volume                                             |  |                          | 2       | %                        |  |       |    |    |  |   |    |   |
|     Price                                              |  |                          | (3      | )%                       |  |       |    |    |  |   |    |   |
|     Currency                                           |  |                          | 5       | %                        |  |       |    |    |  |   |    |   |
| Operatingprofit                                                            |  |                          | 15      |                          |  |       | 2       |    |  |   | 13      |   |
| Operatingmargin                                                            |  |                          | 31.9    | %                        |  |       | 4.4     | %  |  |   |    |   |
| Specialcharges                                                             |  |                          | — |                          |  |       | — |    |  |   | — |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                          | 14      |                          |  |       | 1       |    |  |   | 13      |   |
| Depreciationandamortization                                                |  |                          | 3       |                          |  |       | 2       |    |  |   | 1       |   |
|                                                                            |

ThreeMonths Ended June 30, 2005 Compared with Three Months Ended June 30,2004

Net sales for Performance Products increased by 4%to $47 compared to the same period last year million mainly as theresult of favorable currency effects and modest volume increases.Pricing for Sunett® sweetener declined consistent withthe Company's positioning strategy for the product while pricingfor sorbates continued to improve.

Earnings from continuingoperations before tax and minority interests increased to $14 millionfrom $1 million last year, which included a $12 million charge for anon-cash inventory-related purchase accounting adjustment. The increasein earnings resulted from favorable currency movements, improvedsorbates performance and productivity improvements.

OtherActivities

Other Activities primarily consists of corporatecenter costs, including financing and administrative activities, andcertain other operating entities, including the captive insurancecompanies.

Three Months Ended June 30, 2005 Comparedwith Three Months Ended June 30, 2004

Net sales for OtherActivities decreased to $8 million from $11 million in the same quarterlast year primarily due to the sale of PBI and the Vectran productlines in the second quarter of 2005. Loss from continuing operationsbefore tax and minority interests improved to a loss of $64 millionfrom a loss of $170 million in the same period last year. This wasprimarily due to the expensing in 2004 of $71 million in deferredfinancing costs for the prepayment of the senior subordinated bridgeloan facilities. Also contributing to this decrease was a $37 millionfavorable change in our net foreign currency gain (loss) resulting fromexchange rate movements and a change from a net asset to a netliability foreign currency position.

Summary of ConsolidatedResults — Three Months Ended June 30, 2005 Compared with ThreeMonths Ended June 30, 2004

Net Sales

Net salesrose 23% to $1,517 million in the second quarter compared to thesame period last year primarily on higher pricing (15%), mainlyin the Chemical Products segment, sales of the recently acquiredVinamul emulsions business in February 2005 (8%), and favorablecurrency movements (2%). These increases were slightly offset bylower volumes (2%).

54

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Gross Profit Margin

Grossprofit margin increased to $342 million or 23% of sales in thethree months ended June 30, 2005 from $171 million or 14% ofsales in the comparable period last year. This increase primarilyreflects significantly higher pricing and productivity improvements,primarily in Chemical Products, and the absence of a $49 millionnon-cash charge for the manufacturing profit added to inventory underpurchase accounting which was charged to cost of sales. Higher rawmaterial and energy costs partially offset these increases.

Selling, General and Administrative Expenses

Selling, general and administrative expense increased to $134million compared to $125 million for the same period last year. Thisincrease is primarily due to higher amortization expense ofidentifiable intangible assets acquired from CAG of $10 million as wellthe inclusion of the Vinamul emulsions business acquired in February2005. These increases were partially offset by cost savings.

Special Charges

The components of special chargesfor the three months ended June 30, 2005 and 2004 were asfollows:

|                                                   |  |                                |         |                                |  |        |         |         |  |  |
|---------------------------------------------------|--|--------------------------------|---------|--------------------------------|--|--------|---------|---------|--|--|
|                                              |  | Successor                      |         | Successor                      |
|                                              |  | ThreeMonths EndedJune 30, 2005 |         | Three Months EndedJune 30,2004 |
|                                              |  | (in $millions)                 |
| Employee terminationbenefits                      |  |                           | (7      | )                         |  |   | (1      | )  |
| Plant/officeclosures                              |  |                           | — |                           |  |   | — |    |
| TotalRestructuring                                |  |                           | (7      | )                         |  |   | (1      | )  |
| Assetimpairments                                  |  |                           | (24     | )                         |  |   | — |    |
| Insurancerecoveries associated with plumbingcases |  |                           | 4       |                           |  |   | 2       |    |
| TotalSpecialCharges                               |  |                           | (27     | )                         |  |   | 1       |    |
|                                                   |

Specialcharges increased to $27 million compared to income of $1 million forthe same period last year. This increase was primarily due anadditional impairment charge associated with revised estimates relatedto the Company's decision to divest its cyclo-olefin copolymer("COC") business.

OperatingProfit

Operating profit rose significantly to $154 millionversus $25 million last year on margin expansion principally driven byhigher pricing and productivity improvements. The effects more thanoffset higher raw material and energy costs, mainly for ethylene andnatural gas, and higher special charges. Operating profit in 2004included a $49 million charge for a non-cash inventory-related purchaseaccounting adjustment.

Equity in Net Earnings ofAffiliates

Equity in net earnings of affiliates decreased by $6million to $12 million for the three months ended June 30, 2005,compared to the same period last year. This decrease is primarily dueto an impairment charge of $10 million related to the Estech GmbH &Co. KG venture, a producer of neopolyol esters in Oberhausen, Germany.Cash distributions received from equity affiliates increased to $10million for the three months ended June 30, 2005, compared to $6million in the same period of 2004.

InterestExpense

Interest expense decreased to $59 million for the threemonths ended June 30, 2005 from $124 million in the same period lastyear as interest expense in 2004 included $71 million of deferredfinancing costs for the prepayment of the senior subordinated bridgeloan facilities. This decrease was slightly offset by increasedinterest on higher debt levels.

55

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Interest Income

For thethree months ended June 30, 2005, interest income increased by $1million to $8 million compared to the same period in the prioryear.

Other Income (Expense), Net

Other income(expense), net increased to $18 million of income for the three monthsended June 30, 2005, compared to expense of $21 million for thecomparable period last year. This increase is primarily due to afavorable change of $37 million in our net foreign currency gain (loss)resulting from exchange rate movements and a change from a net asset toa net liability foreign currency position. This increase was partiallyoffset by expenses associated with the anticipated guaranteed paymentto CAG minority shareholders of $7 million. Dividend income accountedfor under the cost method remained flat at $7 million for the threemonths ended June 30, 2005, compared to the same period in 2004.

Income Taxes

Income taxes for the three months endedJune 30, 2005 and 2004, are recorded based on the estimated annualeffective tax rate. As of June 30, 2005, the estimated annualized taxrate for 2005 is 30%, which is less than the combination of thestatutory rate and state income tax rates in the U.S. The estimatedannual effective tax rate for 2005 reflects earnings in low taxjurisdictions, a valuation allowance for the tax benefit associatedwith projected U.S. losses (which includes expenses associated with theearly redemption of debt), and tax expense in certain non-U.S.jurisdictions. For the three months ended June 30, 2004, a tax expenseof $10 million was recorded which resulted in a tax rate of negative11%. This effective tax rate was primarily affected by thenon-recognition of tax benefits associated with acquisition relatedexpenses.

Earnings (Loss) from DiscontinuedOperations

Earnings from discontinued operations was $0 millionfor the three months ended June 30, 2005 compared to a loss of $1million from the comparable period last year. The loss in the threemonths ended June 30, 2004 reflected a purchase price adjustmentrelated to the sale of the nylon business.

Net Earnings(Loss)

As a result of the factors mentioned above, the Companyhad net earnings of $80 million in the three months ended June 30,2005, compared to a net loss of $116 million in the same period lastyear.

56

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Selected Data by Business Segment–Three Months Ended March 31, 2005 Compared with Three MonthsEnded March 31,2004

|                                                                                  |  |                                  |         |                                  |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------|--|----------------------------------|---------|----------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                             |  | Successor                        |         | Predecessor                      |  |       |
|                                                                             |  | ThreeMonths Ended March 31, 2005 |         | ThreeMonths Ended March 31, 2004 |  | Change in$ |
|                                                                             |  | (in $millions)                   |         |                             |
| **NetSales**                                                                     |  |                             |    |                             |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                             | 1,044   |                             |  |       | 818     |    |  |   | 226     |    |
| TechnicalPolymersTicona                                                          |  |                             | 239     |                             |  |       | 227     |    |  |   | 12      |    |
| AcetateProducts                                                                  |  |                             | 196     |                             |  |       | 172     |    |  |   | 24      |    |
| PerformanceProducts                                                              |  |                             | 47      |                             |  |       | 44      |    |  |   | 3       |    |
| SegmentTotal                                                                     |  |                             | 1,526   |                             |  |       | 1,261   |    |  |   | 265     |    |
| OtherActivities                                                                  |  |                             | 12      |                             |  |       | 11      |    |  |   | 1       |    |
| IntersegmentEliminations                                                         |  |                             | (29     | )                           |  |       | (29     | )  |  |   | — |    |
| TotalNetSales                                                                    |  |                             | 1,509   |                             |  |       | 1,243   |    |  |   | 266     |    |
|                                                                             |  |                             |    |                             |  |       |    |    |  |   |    |    |
| **SpecialCharges**                                                               |  |                             |    |                             |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                             | (1      | )                           |  |       | (1      | )  |  |   | — |    |
| TechnicalPolymersTicona                                                          |  |                             | (1      | )                           |  |       | (1      | )  |  |   | — |    |
| AcetateProducts                                                                  |  |                             | (1      | )                           |  |       | — |    |  |   | (1      | )  |
| PerformanceProducts                                                              |  |                             | — |                             |  |       | — |    |  |   | — |    |
| SegmentTotal                                                                     |  |                             | (3      | )                           |  |       | (2      | )  |  |   | (1      | )  |
| OtherActivities                                                                  |  |                             | (35     | )                           |  |       | (26     | )  |  |   | (9      | )  |
| TotalSpecialCharges                                                              |  |                             | (38     | )                           |  |       | (28     | )  |  |   | (10     | )  |
|                                                                             |  |                             |    |                             |  |       |    |    |  |   |    |    |
| **OperatingProfit(Loss)**                                                        |  |                             |    |                             |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                             | 177     |                             |  |       | 65      |    |  |   | 112     |    |
| TechnicalPolymersTicona                                                          |  |                             | 39      |                             |  |       | 31      |    |  |   | 8       |    |
| AcetateProducts                                                                  |  |                             | 20      |                             |  |       | 9       |    |  |   | 11      |    |
| PerformanceProducts                                                              |  |                             | 13      |                             |  |       | 11      |    |  |   | 2       |    |
| SegmentTotal                                                                     |  |                             | 249     |                             |  |       | 116     |    |  |   | 133     |    |
| OtherActivities                                                                  |  |                             | (80     | )                           |  |       | (64     | )  |  |   | (16     | )  |
| TotalOperatingProfit                                                             |  |                             | 169     |                             |  |       | 52      |    |  |   | 117     |    |
|                                                                             |  |                             |    |                             |  |       |    |    |  |   |    |    |
| **Earnings(Loss) from Continuing Operations Before Tax and MinorityInterests**   |  |                             |    |                             |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                             | 193     |                             |  |       | 64      |    |  |   | 129     |    |
| TechnicalPolymersTicona                                                          |  |                             | 51      |                             |  |       | 45      |    |  |   | 6       |    |
| AcetateProducts                                                                  |  |                             | 20      |                             |  |       | 9       |    |  |   | 11      |    |
| PerformanceProducts                                                              |  |                             | 12      |                             |  |       | 11      |    |  |   | 1       |    |
| SegmentTotal                                                                     |  |                             | 276     |                             |  |       | 129     |    |  |   | 147     |    |
| OtherActivities                                                                  |  |                             | (219    | )                           |  |       | (57     | )  |  |   | (162    | )  |
| TotalEarnings (Loss) from Continuing Operations Before Tax and MinorityInterests |  |                             | 57      |                             |  |       | 72      |    |  |   | (15     | )  |
|                                                                                  |

57

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Selected Data by Business Segment–Three Months Ended March 31, 2005 Compared with Three MonthsEnded March 31, 2004(Continued)

|                                     |  |                                  |        |                                  |  |            |        |        |  |        |         |         |  |  |
|-------------------------------------|--|----------------------------------|--------|----------------------------------|--|------------|--------|--------|--|--------|---------|---------|--|--|
|                                |  | Successor                        |        | Predecessor                      |  |       |
|                                |  | ThreeMonths Ended March 31, 2005 |        | ThreeMonths Ended March 31, 2004 |  | Change in$ |
|                                |  | (in $millions)                   |        |                             |
| **Depreciation &Amortization**  |  |                             |   |                             |  |       |   |   |  |   |    |    |
| ChemicalProducts                    |  |                             | 34     |                             |  |       | 39     |   |  |   | (5      | )  |
| TechnicalPolymersTicona             |  |                             | 15     |                             |  |       | 16     |   |  |   | (1      | )  |
| AcetateProducts                     |  |                             | 9      |                             |  |       | 13     |   |  |   | (4      | )  |
| PerformanceProducts                 |  |                             | 3      |                             |  |       | 2      |   |  |   | 1       |    |
| SegmentTotal                        |  |                             | 61     |                             |  |       | 70     |   |  |   | (9      | )  |
| OtherActivities                     |  |                             | 2      |                             |  |       | 2      |   |  |   | — |    |
| TotalDepreciation &Amortization |  |                             | 63     |                             |  |       | 72     |   |  |   | (9      | )  |
|                                     |

FactorsAffecting First Quarter 2005 Segment Sales Compared to First Quarter2004

|                         |  |        |    |          |  |          |         |          |  |        |         |         |  |        |         |         |  |        |    |         |  |  |
|-------------------------|--|--------|----|----------|--|----------|---------|----------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----|---------|--|--|
| inpercent               |  | Volume |    | Price    |  | Currency |         | Other(1) |  | Total  |
| ChemicalProducts        |  |   | (1 | )%  |  |     | 22      | %   |  |   | 3       | %  |  |   | 4       | %  |  |   | 28 | %  |
| TechnicalPolymersTicona |  |   | 2  |     |  |     | — |     |  |   | 3       |    |  |   | — |    |  |   | 5  |    |
| AcetateProducts         |  |   | 11 |     |  |     | 3       |     |  |   | — |    |  |   | — |    |  |   | 14 |    |
| PerformanceProducts     |  |   | 9  |     |  |     | (7      | )   |  |   | 5       |    |  |   | — |    |  |   | 7  |    |
| SegmentTotal            |  |   | 2  | %   |  |     | 15      | %   |  |   | 2       | %  |  |   | 2       | %  |  |   | 21 | %  |
|                         |

|     |                                                                              |
|-----|------------------------------------------------------------------------------|
| (1) | Primarilyrepresents sales of the recently acquired Vinamul emulsionsbusiness |

58

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Summary by Business Segment—ThreeMonths Ended March 31, 2005 Compared with Three Months Ended March 31,2004

        ChemicalProducts

|                                                                            |  |                                  |        |                                  |  |             |        |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|----------------------------------|--------|----------------------------------|--|-------------|--------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                        |        | Predecessor                      |  |        |
| in$ millions (except for percentages)                                      |  | Three MonthsEnded March 31, 2005 |        | Three Months Ended March31, 2004 |  | Change in $ |
| Netsales                                                                   |  |                             | 1,044  |                             |  |        | 818    |    |  |   | 226     |    |
| Netsalesvariance:                                                          |  |                             |   |                             |  |        |   |    |  |   |    |    |
|     Volume                                             |  |                             | (1     | )%                          |  |        |   |    |  |   |    |    |
|     Price                                              |  |                             | 22     | %                           |  |        |   |    |  |   |    |    |
|     Currency                                           |  |                             | 3      | %                           |  |        |   |    |  |   |    |    |
|     Other                                              |  |                             | 4      | %                           |  |        |   |    |  |   |    |    |
| Operatingprofit                                                            |  |                             | 177    |                             |  |        | 65     |    |  |   | 112     |    |
| Operatingmargin                                                            |  |                             | 17.0   | %                           |  |        | 7.9    | %  |  |   |    |    |
| Specialcharges                                                             |  |                             | (1     | )                           |  |        | (1     | )  |  |   | — |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                             | 193    |                             |  |        | 64     |    |  |   | 129     |    |
| Depreciationandamortization                                                |  |                             | 34     |                             |  |        | 39     |    |  |   | (5      | )  |
|                                                                            |

ThreeMonths Ended March 31, 2005 Compared with Three Months Ended March 31,2004

Chemical Products' net sales increased 28% to$1,044 million compared to the same period last year mainly on higherpricing, segment composition changes, of which $66 million was relatedto the Vinamul emulsions acquisition, and favorable currency effects.Pricing increased for most products, driven by continued strong demandand high utilization rates across the chemical industry.

Earnings from continuing operations before tax and minorityinterests increased to $193 million from $64 million in the same periodlast year as higher pricing was partially offset by higher raw materialcosts. Earnings also benefited from an increase of $9 million individends from our methanol cost investment, which totaled $12 millionin the quarter.

59

----

        Technical PolymersTicona

|                                                                            |  |                                |        |                                |  |            |        |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|--------------------------------|--------|--------------------------------|--|------------|--------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                      |        | Predecessor                    |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedMarch 31,2005 |        | Three MonthsEnded March31,2004 |  | Change in$ |
| Netsales                                                                   |  |                           | 239    |                           |  |       | 227    |    |  |   | 12      |    |
| Netsalesvariance:                                                          |  |                           |   |                           |  |       |   |    |  |   |    |    |
|     Volume                                             |  |                           | 2      | %                         |  |       |   |    |  |   |    |    |
|     Currency                                           |  |                           | 3      | %                         |  |       |   |    |  |   |    |    |
| Operatingprofit                                                            |  |                           | 39     |                           |  |       | 31     |    |  |   | 8       |    |
| Operatingmargin                                                            |  |                           | 16.3   | %                         |  |       | 13.7   | %  |  |   |    |    |
| Specialcharges                                                             |  |                           | (1     | )                         |  |       | (1     | )  |  |   | — |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                           | 51     |                           |  |       | 45     |    |  |   | 6       |    |
| Depreciationandamortization                                                |  |                           | 15     |                           |  |       | 16     |    |  |   | (1      | )  |
|                                                                            |

ThreeMonths Ended March 31, 2005 Compared with Three Months Ended March 31,2004

Net sales for Ticona increased by 5% to $239million compared to the same period last year due to favorable currencyeffects and slightly higher volumes. Volumes increased for most productlines due to the successful introduction of new applications, whichoutweighed declines in polyacetal volumes resulting from theCompany's focus on high-end business and decreased sales toEuropean automotive customers. Overall pricing remained flat quarterover quarter as successfully implemented price increases were offset bylower average pricing for certain products due to the commercializationof lower cost grades for new applications.

Earnings fromcontinuing operations before tax and minority interests increased13% to $51 million as the result of cost savings from a recentrestructuring, the favorable effects of a planned maintenanceturnaround as well as slightly higher volumes. These increases werepartially offset by higher raw material and energy costs.

60

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        AcetateProducts

|                                                                            |  |                                |        |                                |  |            |         |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|--------------------------------|--------|--------------------------------|--|------------|---------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                      |        | Predecessor                    |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedMarch 31,2005 |        | Three MonthsEnded March31,2004 |  | Change in$ |
| Netsales                                                                   |  |                           | 196    |                           |  |       | 172     |    |  |   | 24     |    |
| Netsalesvariance:                                                          |  |                           |   |                           |  |       |    |    |  |   |   |    |
|     Volume                                             |  |                           | 11     | %                         |  |       |    |    |  |   |   |    |
|     Price                                              |  |                           | 3      | %                         |  |       |    |    |  |   |   |    |
| Operatingprofit                                                            |  |                           | 20     |                           |  |       | 9       |    |  |   | 11     |    |
| Operatingmargin                                                            |  |                           | 10.2   | %                         |  |       | 5.2     | %  |  |   |   |    |
| Specialcharges                                                             |  |                           | (1     | )                         |  |       | — |    |  |   | (1     | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                           | 20     |                           |  |       | 9       |    |  |   | 11     |    |
| Depreciationandamortization                                                |  |                           | 9      |                           |  |       | 13      |    |  |   | (4     | )  |
|                                                                            |

ThreeMonths Ended March 31, 2005 Compared with Three Months Ended March 31,2004

Net sales for Acetate Products increased by 14% to$196 million compared to the same quarter last year on higher volumesand pricing. Flake volumes increased mainly as a result of demand fromCompany ventures in China that recently completed tow capacityexpansions. Filament volumes rose in anticipation of theCompany's plans to exit this business by the end of the secondquarter. Pricing increased for all business lines to cover higher rawmaterial costs.

Earnings from continuing operations before taxand minority interests more than doubled from $9 million in firstquarter last year to $20 million this year due to increased volumes,pricing and productivity improvements, which more than offset higherraw material and energy costs. Earnings also benefited from $4 millionin lower depreciation and amortization expense largely as a result ofprevious impairments related to a major restructuring, which was partlyoffset by $3 million of expense for an asset retirementobligation.

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        PerformanceProducts

|                                                                            |  |                                |         |                                |  |            |         |         |  |        |         |        |  |  |
|----------------------------------------------------------------------------|--|--------------------------------|---------|--------------------------------|--|------------|---------|---------|--|--------|---------|--------|--|--|
|                                                                       |  | Successor                      |         | Predecessor                    |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedMarch 31,2005 |         | Three MonthsEnded March31,2004 |  | Change in$ |
| Netsales                                                                   |  |                           | 47      |                           |  |       | 44      |    |  |   | 3       |   |
| Netsalesvariance:                                                          |  |                           |    |                           |  |       |    |    |  |   |    |   |
|     Volume                                             |  |                           | 9       | %                         |  |       |    |    |  |   |    |   |
|     Price                                              |  |                           | (7      | )%                        |  |       |    |    |  |   |    |   |
|     Currency                                           |  |                           | 5       | %                         |  |       |    |    |  |   |    |   |
| Operatingprofit                                                            |  |                           | 13      |                           |  |       | 11      |    |  |   | 2       |   |
| Operatingmargin                                                            |  |                           | 27.7    | %                         |  |       | 25.0    | %  |  |   |    |   |
| Specialcharges                                                             |  |                           | — |                           |  |       | — |    |  |   | — |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                           | 12      |                           |  |       | 11      |    |  |   | 1       |   |
| Depreciationandamortization                                                |  |                           | 3       |                           |  |       | 2       |    |  |   | 1       |   |
|                                                                            |

ThreeMonths Ended March 31, 2005 Compared with Three Months Ended March 31,2004

Net sales for the Performance Products segment increasedby 7% to $47 million compared to the same period last yearmainly on higher volumes, which more than offset lower pricing.Favorable currency movements also contributed to the sales increase.Higher volumes for Sunett sweetener reflected strong growth from newand existing applications in the U.S. and European beverage andconfectionary markets. Pricing for Sunett declined on lower unitselling prices associated with higher volumes to major customers.Pricing for sorbates continued to recover, although worldwideovercapacity still prevailed in the industry.

Earnings fromcontinuing operations before tax and minority interests increased to$12 million from $11 million in the same quarter last year. Strongvolumes for Sunett, as well as favorable currency movements and costsavings, more than offset lower pricing for the sweetener. A primaryEuropean and U.S. production patent for Sunett expired at the end ofMarch 2005.

        Other Activities

OtherActivities primarily consists of corporate center costs, includingfinancing and administrative activities, and certain other operatingentities, including the captive insurance companies.

Three Months Ended March 31, 2005 Compared with Three MonthsEnded March 31, 2004

Net sales for Other Activities increasedslightly to $12 million from $11 million in the same quarter last year.Loss from continuing operations before tax and minority interestsincreased to $219 million from a loss of $57 million in the same periodlast year, largely due to $133 million of higher interest expense dueto refinancing costs, increased debt levels, and higher interest rates.The loss includes $45 million of expenses for sponsor monitoring andrelated cancellation fees compared to special charges of $25 million inthe same period last year for advisory services related to the tenderoffer of CAG.

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Summaryof Consolidated Results — Three Months Ended March 31, 2005Compared with Three Months Ended March 31, 2004

Net Sales

Net sales rose 21% to $1,509 million in the first quartercompared to the same period last year primarily on higher pricing of15%, mainly in the Chemical Products segment. Favorable currencymovements, higher volumes, and a composition change in the ChemicalProducts segment each increased net sales by 2%.

Thesegment composition changes consisted of the acquisition of the Vinamulemulsions business in February 2005, which was partly offset by theeffects of a contract manufacturing arrangement under which certainacrylates products are now being sold. Only the margin realized underthe contract manufacturing arrangement is reported in net sales.

Gross Profit Margin

Gross profit margin increased to $384million or 25% of sales in the three months ended March 31, 2005from $241 million or 19% of sales in the comparable period lastyear. This increase primarily reflects significantly higher pricing,primarily in Chemical Products, lower depreciation expense andproductivity improvements. Higher raw material and energy costspartially offset these increases.

Selling, General andAdministrative Expenses

Selling, general and administrativeexpense increased to $158 million compared to $137 million for the sameperiod last year. This increase is primarily due to expenses forsponsor monitoring services of $10 million, higher amortization expenseof identifiable intangible assets acquired of $10 million as well ashigher professional costs primarily related to compliance with Section404 of the Sarbanes-Oxley Act of 2002.

Special Charges

The components of special charges for the three months ended March31, 2005 and 2004 were asfollows:

|                                          |  |                                  |         |                                  |  |             |         |         |  |        |         |         |  |  |
|------------------------------------------|--|----------------------------------|---------|----------------------------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                     |  | Successor                        |         | Predecessor                      |  |        |
|                                     |  | ThreeMonths Ended March 31, 2005 |         | Three Months Ended March31, 2004 |  | Change in $ |
|                                     |  | (in $millions)                   |
| Employee terminationbenefits             |  |                             | (2      | )                           |  |        | (2      | )  |  |   | — |    |
| Plant/officeclosures                     |  |                             | (1      | )                           |  |        | — |    |  |   | (1      | )  |
| Totalrestructuring                       |  |                             | (3      | )                           |  |        | (2      | )  |  |   | (1      | )  |
| Terminationof advisor monitoringservices |  |                             | (35     | )                           |  |        | — |    |  |   | (35     | )  |
| Advisoryservices                         |  |                             | — |                             |  |        | (25     | )  |  |   | 25      |    |
| Other                                    |  |                             | — |                             |  |        | (1      | )  |  |   | 1       |    |
| Totalspecialcharges                      |  |                             | (38     | )                           |  |        | (28     | )  |  |   | (10     | )  |
|                                          |

OperatingProfit

Operating profit increased to $169 million in thequarter compared to $52 million in the same period last year on grossmargin expansion of $143 million, as significantly higher pricing,primarily in Chemical Products, lower depreciation expense andproductivity improvements more than offset higher raw material andenergy costs. Operating profit also benefited from increased volumes inAcetate Products, Performance Products and Ticona. Depreciation andamortization expense declined by $9 million as decreases indepreciation resulting from purchase accounting adjustments, more thanoffset increased amortization expense for acquired intangibleassets.

Equity in Net Earnings of Affiliates

Equity innet earnings of affiliates rose by $3 million to $15 million for thethree months ended March 31, 2005, compared to the same period lastyear. Cash distributions received from equity 

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affiliates increased to $36 million for thethree months ended March 31, 2005, compared to $16 million in the sameperiod of 2004. The increase in cash distributions is mainly due tostrong business conditions in 2004 for Ticona's high performanceproduct ventures and Chemical Products' methanol venture and thetiming of dividend payments.

Interest Expense

Interestexpense increased to $140 million for the three months ended March 31,2005 from $6 million in the same period last year, primarily due toexpenses of $78 million including early redemption premiums anddeferred financing costs associated with the refinancing that occurredin the first quarter of 2005. Higher debt levels resulting primarilyfrom the acquisition of CAG and higher interest rates also increasedinterest expense.

Interest Income

For the three monthsended March 31, 2005, interest income increased by $5 million to $10million compared to the same period in the prior year, primarily due tohigher average cash levels.

Other Income (Expense), Net

Other income (expense), net decreased to $3 million of income forthe three months ended March 31, 2005, compared to $9 million for thecomparable period last year. This decrease is primarily due to expensesassociated with the anticipated guaranteed payment to CAG minorityshareholders and the ineffective portion of a net investment hedge.These decreases were partially offset by higher dividends from costinvestments. Dividend income accounted for under the cost methodincreased by $8 million to $14 million for the three months ended March31, 2005, compared to the same period in 2004. The increase in thefirst quarter of 2005 primarily resulted from the timing of receipt ofdividends.

Income Taxes

Income taxes for the threemonths ended March 31, 2005 and 2004, are recorded based on theestimated annual effective tax rate. As of March 31, 2005, theestimated annualized tax rate for 2005 is 29%, which is slightlyless than the combination of the statutory rate and state income taxrates in the U.S. The estimated annual effective tax rate for 2005reflects earnings in low tax jurisdictions, a valuation allowance forthe tax benefit associated with projected U.S. losses (which includesexpenses associated with the early redemption of debt), and tax expensein certain non-U.S. jurisdictions. The Predecessor had an effective taxrate of 24% for the three months ended March 31, 2004, comparedto the German statutory rate of 40%, which was primarilyaffected by earnings in low tax jurisdictions.

Earnings fromDiscontinued Operations

Earnings from discontinued operationswas $0 million for the three months ended March 31, 2005 compared to$23  million from the comparable period last year. Earnings in2004 reflected a gain and tax benefit recognized in 2004 associatedwith the sale of the acrylates business. The tax benefit is mainlyattributable to the utilization of a capital loss carryover benefitthat had been previously subject to a valuation allowance.

Forthe three months ended March 31, 2004, the Chemical Products segmenthad net sales of $21 million and an operating loss of $5 million.

Net Earnings

As a result of the factors mentioned above,net earnings decreased by $63 million to $15 million in the threemonths ended March 31, 2005, compared to the same period last year.

Outlook

For the second half of the year, the Companyexpects that global GDP will remain strong and that pricing could beimpacted as the acetyls market absorbs the industry capacity expansionsplanned for the second half of 2005. The Company also expects theAcetex acquisition to be accretive in the second half of2005.

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For the remainder of the year, the Companyexpects to incur expenses and cash outlays for the restructuring of itsbusinesses and product portfolio, cost improvement and focused growthin core areas.

Liquidity and Capital Resources

Cash Flows

Net Cash Providedby/(Used in) Operating Activities

Cash flow from operatingactivities increased to a cash inflow of $181 million for the sixmonths ended June 30, 2005 compared to a cash flow of $211 million forthe same period last year. This increase primarily resulted from thecontribution of an increase in operating profit in 2005 of $246million, the payment of a $95 million obligation to a third party in2004, the absence of payments associated with stock appreciation rightsof $59 million, recoveries from an insurance provider related to theplumbing matters of $44 million in 2005, a decrease in pensioncontributions of $125 million and an increase in dividends receivedfrom cost and equity investments of $32 million. These increases werepartially offset by higher interest payments and contributions to thenon-qualified pension plan's rabbi trusts of $63 million in 2005.Unfavorable foreign currency effects on the euro versus the U.S. dollaron cash and cash equivalents increased to $99 million from $27 millionin the same period last year.

Net Cash Providedby/(Used in) Investing Activities

Net cash from investingactivities improved to a cash outflow of $138 million in the six monthsended June 30, 2005 compared to a cash outflow of $1,553 million forthe same period last year. The cash outflow in 2004 resulted from theCAG acquisition. The 2005 cash outflow included the acquisition of theVinamul emulsions business and a decrease in net proceeds from disposalof discontinued operations of $64 million. These items were partiallyoffset by an increase in cash inflows related to net sales ofmarketable securities of $83 million. The net proceeds from thedisposal of discontinued operations represents cash received in 2005from an early contractual settlement of receivables of $75 millionrelated to the sale in 2000 of the Predecessor's interest inVinnolit Kunstoff GmbH and Vintron GmbH while the net proceeds of $139million in the same period last year represented the net proceeds fromthe sale of the acrylates business. Capital expenditures on property,plant, and equipment decreased to $86 million from $94 million in2004.

Net Cash Provided by/(Used in) FinancingActivities

Net cash from financing activities decreased to acash inflow of $176 million for the six months ended June 30, 2005compared to a cash inflow of $2,452 million in the same period lastyear. The higher cash inflow in 2004 primarily reflected higher netproceeds from borrowings in connection with the acquisition of CAG.Major financing activities for 2005 are asfollows:

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | Borrowings under the term loanfacility of $1,135million. |

|              |                                        |
|--------------|----------------------------------------|
| •  | Distribution to Parent of $581million. |

|              |                                                                                 |
|--------------|---------------------------------------------------------------------------------|
| •  | Redemption and relatedpremiums of the senior subordinated notes of $572million. |

|              |                                          |
|--------------|------------------------------------------|
| •  | Contribution from Parent of$572 million. |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | Repayment of floatingrate term loan, including related premium, of $354 million. |

Referto the Liquidity Section for moreinformation.

Liquidity

Our contractualobligations, commitments and debt service requirements over the nextseveral years are significant and are substantially higher thanhistorical amounts. Our primary source of liquidity will continue to becash generated from operations as well as existing cash on hand. We

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believe we will have available resources tomeet both our short-term and long-term liquidity requirements,including debt service. If our cash flow from operations isinsufficient to fund our debt service and other obligations, we may beforced to use other means available to us such as to increase ourborrowings under our lines of credit, reduce or delay capitalexpenditures, seek additional capital or seek to restructure orrefinance our indebtedness.

In January 2005, CelaneseCorporation completed an initial public offering of Series A commonstock and received net proceeds of $752 million after deductingunderwriters' discounts and offering expenses of $48 million.Concurrently, Celanese Corporation received net proceeds of $233million from the offering of its convertible preferred stock and theCompany borrowed an additional $1,135 million under the amended andrestated senior credit facilities. A portion of the proceeds of theshare offerings were used to redeem $188 million of senior discountnotes held by Crystal US Holdings 3 L.L.C. and $521 million of theCompany's senior subordinated notes, which excludes earlyredemption premiums of $19 million and $51 million, respectively. Wealso used a portion of the proceeds from additional borrowings underour senior credit facilities to repay our $350 million floating rateterm loan, which excludes a $4 million early redemption premium, andused $200 million of the proceeds as the primary financing for theacquisition of the Vinamul emulsion business. In the three months endedJune 30, 2005, the Company distributed $581 million of the net proceedsof the amended and restated senior credit facilities to its Parent.

In July 2005, the Company acquired Acetex Corporation("Acetex") for $270 million and assumedAcetex's $235 million of debt, which is net of cash acquired of$66 million. Acetex's operations include an acetyls business withplants in Europe and a North-American specialty polymers and filmbusiness. Acetex also previously concluded an agreement for a ventureto build an acetyls complex in Saudi Arabia and has commenced thetechnical planning for this facility. The Company acquired Acetex usingexisting cash. The Company had Acetex exercise its option to redeem its10 7/8% senior notes due 2009 totallingapproximately $265 million. The redemption will be funded primarilywith cash on hand and is expected to take place August 19, 2005. Theredemption price is expected to be approximately $280 million, whichrepresents 105.438% of the outstanding principal amount, plusaccrued and unpaid interest to August 19, 2005.

As of June 30,2005, the Company had total debt of $3,033 million and cash and cashequivalents of $958 million. Net debt (total debt less cash and cashequivalents) increased 3% to $2,075 million from $2,022 millionas of December 31, 2004.

Subsequent to June 30, 2005, theCompany declared dividends aggregating $9 million to itsParent.

The Company is in compliance with all of its covenantagreements as of June 30, 2005.

ContractualObligations.    The following table sets forth our fixedcontractual debt obligations as of June 30,2005:

|                                                    |  |                |       |               |  |           |         |           |  |                   |         |        |  |        |         |        |  |        |       |        |  |  |
|----------------------------------------------------|--|----------------|-------|---------------|--|-----------|---------|-----------|--|-------------------|---------|--------|--|--------|---------|--------|--|--------|-------|--------|--|--|
| FixedContractual Debt Obligations                  |  | Total          |       | Remaining2005 |  | 2006-2007 |         | 2008-2009 |  | 2010andthereafter |
|                                               |  | (in$ millions) |
| Senior Credit Facilities— Term LoansFacility |  |           | 1,725 |          |  |      | 9       |      |  |              | 34      |   |  |   | 33      |   |  |   | 1,649 |   |
| SeniorSubordinatedNotes(1)                         |  |           | 953   |          |  |      | — |      |  |              | — |   |  |   | — |   |  |   | 953   |   |
| OtherDebt(2)                                       |  |           | 354   |          |  |      | 94      |      |  |              | 41      |   |  |   | 22      |   |  |   | 197   |   |
| TotalFixed Contractual DebtObligations             |  |           | 3,032 |          |  |      | 103     |      |  |              | 75      |   |  |   | 55      |   |  |   | 2,799 |   |
|                                                    |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (1) | Doesnot include $4 million of premium on the $225 million of the seniorsubordinated notes issued July 1, 2004. |

|     |                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------|
| (2) | Does not include $2 million purchase accountingadjustment resulting from the acquisition of CAG. |

SeniorCredit Facilities.    As of June 30, 2005, the senior creditfacilities of $2,553 million consist of a term loan facility, arevolving credit facility, and a credit-linked revolving facility.

Subsequent to the consummation of the initial public offering ofCelanese Corporation in January 2005, we entered into amended andrestated senior credit facilities which increased the facility. The

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terms of the amended and restated seniorcredit facilities are substantially similar to the terms of ourimmediately previous senior credit facilities. As of June 30, 2005, theterm loan facility had a balance of $1,725 million (includingapproximately €275 million), which matures in 2011. Inaddition, there was a $242 million delayed draw facility which expiredunutilized in July 2005.

The revolving credit facility, througha syndication of banks, provides for borrowings of up to $600 million,including the availability of letters of credit in U.S. dollars andeuros and for borrowings on same-day notice.

In January 2005,the revolving credit facility was increased from $380 million to $600million under the amended and restated senior credit facilities. The$228 million credit-linked revolving facility, which matures in 2009,includes borrowing capacity available for letters of credit. As ofJuly  31, 2005, there were $226 million of letters of creditissued under the credit-linked revolving facility. As of July31, 2005, there was $58 million of letters of credit issued under therevolving credit facility. As of July  31, 2005, $544 millionremained available for borrowing under the revolving credit facilities(taking into account letters of credit issued under the credit-linkedrevolving facility).

Senior Subordinated Notes.    InFebruary 2005, we used approximately $521 million of the net proceedsof the offering of our Series A common stock to redeem a portion of thesenior subordinated notes and $51 million to pay the premium associatedwith the early redemption. As of June  30, 2005, the seniorsubordinated notes, excluding $4 million of premiums, consist of $796million of 9 5/8% Senior Subordinated Notes due2014 and €130 million of 10 3/8%Senior Subordinated Notes due 2014. All of BCP Crystal's U.S.domestic, wholly owned subsidiaries that guarantee BCP Crystal'sobligations under the senior credit facilities guarantee the seniorsubordinated notes on an unsecured senior subordinated basis.

Other Debt.    Other debt of $354 million, which does notinclude a $2 million reduction under purchase accounting, is primarilymade up of fixed rate pollution control and industrial revenue bonds,short-term borrowings from affiliated companies and capital leaseobligations.

Off-Balance Sheet Arrangements

Wehave not entered into any material off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 5 to theUnaudited Interim Consolidated Financial Statements included in thisForm 10-Q for discussion of recent accounting pronouncements.

Critical Accounting Policies and Estimates

Thepreparation of the Company's consolidated financial statementsrequires management to apply accounting principles generally acceptedin the United States of America to the Company's specificcircumstances and make estimates and assumptions that affect thereported amounts of assets and liabilities at the date of the financialstatements, the disclosure of contingent assets and liabilities at thedate of the financial statements and reported amounts of revenues andexpenses during the reporting period. Actual results could differ fromthose estimates.

There have been no materialrevisions to the critical accounting policies as filed in theCompany's Annual Report on Form 10-K for the nine months endedDecember 31, 2004 with the Securities and Exchange Commission on March31, 2005.

During the six months ended June 30, 2005, the Companyrecorded asset impairments primarily consisting of revised estimatesrelated to the Company's decision to divest its COC business. TheCompany also increased goodwill by $20 million associated with purchaseaccounting adjustments related to the acquisition of CAG.

Forward-Looking Statements May Prove Inaccurate

This Quarterly Report contains certain forward-looking statementsand information relating to us that are based on the beliefs of ourmanagement as well as assumptions made by, and information

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currently available to, us. These statementsinclude, but are not limited to, statements about our strategies,plans, objectives, expectations, intentions, expenditures, andassumptions and other statements contained in this prospectus that arenot historical facts. When used in this document, words such as"anticipate,""believe,""estimate,""expect," "intend,""plan" and"project" and similar expressions, as theyrelate to us are intended to identify forward-looking statements. Thesestatements reflect our current views with respect to future events, arenot guarantees of future performance and involve risks anduncertainties that are difficult to predict. Further, certainforward-looking statements are based upon assumptions as to futureevents that may not prove to be accurate.

Many factors couldcause our actual results, performance or achievements to be materiallydifferent from any future results, performance or achievements that maybe expressed or implied by such forward-looking statements. Thesefactors include, among other things:

|              |                                                                                                                           |
|--------------|---------------------------------------------------------------------------------------------------------------------------|
| •  | changes in general economic, business,political and regulatory conditions in the countries or regions inwhich we operate; |

|              |                                                                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the length and depthof product and industry business cycles particularly in the automotive,electrical, electronics and construction industries; |

|              |                                                                                                                                                                                                                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | changes in the price and availability ofraw materials, particularly changes in the demand for, supply of, andmarket prices of fuel oil, natural gas, coal, electricity andpetrochemicals such as ethylene, propylene and butane, includingchanges in production quotas in OPEC countries and the deregulation ofthe natural gas transmission industry in Europe; |

|              |                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------|
| •  | the ability to pass increases in rawmaterial prices on to customers or otherwise improve margins throughprice increases; |

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| •  | the ability tomaintain plant utilization rates and to implement planned capacityadditions and expansions; |

|              |                                                                                                                              |
|--------------|------------------------------------------------------------------------------------------------------------------------------|
| •  | the abilityto reduce production costs and improve productivity by implementingtechnological improvements to existing plants; |

|              |                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------|
| •  | the existence of temporary industrysurplus production capacity resulting from the integration and start-upof new world-scale plants; |

|              |                                                                                          |
|--------------|------------------------------------------------------------------------------------------|
| •  | increasedprice competition and the introduction of competing products by othercompanies; |

|              |                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability to develop,introduce and market innovative products, product grades andapplications, particularly in the Ticona and Performance Productssegments of our business; |

|              |                                                                                    |
|--------------|------------------------------------------------------------------------------------|
| •  | changes inthe degree of patent and other legal protection afforded to ourproducts; |

|              |                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | compliance costs andpotential disruption or interruption of production due to accidents orother unforeseen events or delays in construction of facilities; |

|              |                                                                                             |
|--------------|---------------------------------------------------------------------------------------------|
| •  | potential liability for remedial actionsunder existing or future environmental regulations; |

|              |                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | potential liability resulting from pendingor future litigation, or from changes in the laws, regulations orpolicies of governments or other governmental activities in thecountries in which we operate; |

|              |                                                       |
|--------------|-------------------------------------------------------|
| •  | changesin currency exchange rates and interest rates; |

|              |                                                                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | changes in the composition orrestructuring of us or our subsidiaries and the successful completionof acquisitions, divestitures and venture activities; |

|              |                                                              |
|--------------|--------------------------------------------------------------|
| •  | pending or future challenges to theDomination Agreement; and |

|              |                                                                            |
|--------------|----------------------------------------------------------------------------|
| •  | variousother factors, both referenced and not referenced in this document. |

Many of these factors are macroeconomic in nature and are,therefore, beyond our control. Should one or more of these risks oruncertainties materialize, or should underlying assumptions proveincorrect, our actual results, performance or achievements may varymaterially from those 

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described in this Quarterly Report asanticipated, believed, estimated, expected, intended, planned orprojected. We neither intend nor assume any obligation to update theseforward-looking statements, which speak only as of their dates.

**Item 3.    Quantitative and Qualitative Disclosures aboutMarket Risk**

The information called for by Item 3 is omittedpursuant to General Instruction (H)(2)(c) to Form 10-Q (Omission ofInformation by Certain Wholly Owned Subsidiaries).

Item4.    **Controls and Procedures**

On March 30, 2005, wereceived a letter from KPMG LLP ("KPMG"), ourindependent auditors, in connection with the audit of our financialstatements as of and for the nine months ended December 31, 2004, whichidentified two material weaknesses in our internal controls for thesame period, both of which continued during the period covered by thisQuarterly Report. The first material weakness related to severaldeficiencies in the assessment of hedge effectiveness anddocumentation. The required adjustments were made in the properaccounting period, except for one hedging transaction adjusted duringthe period covered by this Quarterly Report. We do not believe thatthese adjustments had any material impact on previously reportedfinancial information. The second material weakness related toconditions preventing our ability to adequately research, document,review and draw conclusions on accounting and reporting matters, whichhad previously resulted in adjustments that had to be recorded toprevent our financial statements from being materially misleading. Theconditions largely related to significant increases in the frequencyof, and the limited amount of time and technical accounting resourcesavailable to address, complex accounting matters and transactions andas a result of the consummation of simultaneous debt and equityofferings during the year-end closing process. In response to theletter from KPMG with respect to the first material weakness identifiedabove, during the period covered by our Quarterly Report on Form 10-Qfor the quarter ended March 31, 2005, we organized a team responsiblefor the identification and documentation of potential derivativeaccounting transactions and commenced formal training for team membersspecifically related to derivative accounting. In addition, withrespect to the second material weakness identified above, during thesix-month period ended June 30, 2005, we endeavored to ensure thatadequate time was made available for company personnel to adequatelyresearch, document, review and conclude on accounting and reportingmatters and to increase accounting resources. Despite our efforts,conditions relating to the material weaknesses identified abovecontinued during the period covered by this Quarterly Report. We arecontinuing our efforts to implement these initiatives, which havematerially affected and are reasonably likely to affect materially ourinternal controls over financial reporting.

Celanese Holdings,under the supervision and with the participation of CelaneseHoldings' management, including the chief executive officer (CEO)and chief financial officer (CFO), performed an evaluation of theeffectiveness of Celanese Holdings' "disclosurecontrols and procedures" (as defined in Rule 13a-15(e)under the Securities Exchange Act of 1934, as amended (the"34 Act")) as of June  30, 2005.Disclosure controls and procedures are defined as controls and otherprocedures of an issuer that are designed to ensure that informationrequired to be disclosed by the issuer in the reports that it files orsubmits under the 34 Act is recorded, processed, summarized andreported within the time periods specified in the rules and forms ofthe Securities and Exchange Commission("SEC"). Based on this evaluation, and as aresult of the material weakness that was identified and continuedduring the period covered by this Quarterly Report, CelaneseHoldings' CEO and CFO concluded that, as of June  30, 2005,the end of the period covered by this Quarterly Report, CelaneseHoldings' disclosure controls and procedures were not effectivefor gathering, analyzing and disclosing the material informationCelanese Holdings is required to disclose in the reports it files underthe 34 Act, within the time periods specified in the rules and forms ofthe SEC. Except as discussed above, there have been no changes inCelanese Holdings' "internal controls over financialreporting" (as defined in Rule 13a-15(f) under the 34 Act)during the period covered by this Quarterly Report that have materiallyaffected or are reasonably likely to materially affect, internalcontrols over financial reporting.

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PARTII — OTHER INFORMATION

Item 1.    LegalProceedings

We are involved in a number of legal proceedings,lawsuits and claims incidental to the normal conduct of our business,relating to such matters as product liability, antitrust, past wastedisposal practices and release of chemicals into the environment. Whileit is impossible at this time to determine with certainty the ultimateoutcome of these proceedings, lawsuits and claims, management believesthat adequate provisions have been made and that the ultimate outcomeswill not have a material adverse effect on our financial position, butmay have a material adverse effect on the results of operations or cashflows in any given accounting period. See also Note 12 to the UnauditedInterim Consolidated Financial Statements.

PlumbingActions

No material developments regarding this matter,previously reported in the Annual Report on Form 10-K for the yearended December 31, 2004, and in the Quarterly Report on Form 10-Q forthe three months ended March 31, 2005 occurred during the secondquarter of 2005. For a summary of the history and current status ofthese matters, see Note 12 to the Unaudited Interim ConsolidatedFinancial Statements.

Sorbates Antitrust Actions

Nomaterial developments regarding this matter, previously reported in theAnnual Report on Form 10-K for the year ended December 31, 2004,occurred during the second quarter of 2005, except as set forth below.For a summary of the history and current status of these matters, seeNote 12 to the Unaudited Interim Consolidated Financial Statements.

In January 2005, Hoechst, Nutrineva, and other subsidiaries, as wellas other sorbates manufacturers entered into a settlement agreementwith the Attorneys General of Connecticut, Florida, Hawaii, Maryland,South Carolina, Oregon and Washington. Pursuant to the terms of thesettlement agreement, the defendants agreed to refrain from engaging inanticompetitive conduct with respect to the sale or distribution ofsorbates and pay an immaterial amount to the states in satisfaction ofall released claims.

Acetic Acid Patent InfringementMatters

No material developments regarding this matter,previously reported in the Annual Report on Form 10-K for the yearended December 31, 2004, occurred during the second quarter of 2005.For a summary of the history and current status of this matter, seeNote 12 to the Unaudited Interim Consolidated FinancialStatements.

Shareholder Litigation

During August 2004,nine actions were brought by minority shareholders against CAG in theFrankfurt District Court (Landgericht), all of which wereconsolidated in September 2004.

Several minority shareholdershave joined the proceedings via a third party intervention in supportof the plaintiffs. The Purchaser has joined the proceedings via a thirdparty intervention in support of CAG.

Among other things, theseactions request the court to set aside shareholder resolutions passedat the extraordinary general meeting held on July 30 and 31, 2004 basedon allegations that include the alleged violation of proceduralrequirements and information rights of the shareholders.

In arelated matter, twenty-seven minority shareholders filed lawsuits inMay and June of 2005 in the Frankfurt District Court(Landgericht) contesting the shareholder resolutions passed atthe annual general meeting held May 19-20, 2005, which confirmed theresolutions passed at the July 30-31, 2004 

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extraordinary general meeting. The FrankfurtDistrict Court (Landgericht) has suspended the proceedingsregarding the resolutions passed at the July 30-31, 2004 extraordinarygeneral meeting described above as long as the lawsuits contesting theconfirmatory resolutions are pending. In addition, on May 9, 2005 oneminority shareholder brought forward an additional action with theFrankfurt District Court (Landgericht) and requested the courtrule that the shareholder resolutions passed at the extraordinarygeneral meeting on July 30-31, 2004 were void based on allegations thatcertain formal requirements necessary in connection with the invitationto the extraordinary general meeting had been violated. This action hasnot been suspended.

Further, on August 2, 2004, two minorityshareholders instituted public register proceedings with each of theKönigstein Local Court (Amtsgericht) and the FrankfurtDistrict Court (Landgericht), both with a view to have theregistration of the Domination Agreement in the Commercial Registerdeleted (Amtslöschungsverfahren). These actions are basedon an alleged violation of procedural requirements at the extraordinarygeneral meeting, an alleged undercapitalization of the Purchaser andBlackstone and an alleged misuse of discretion by the competent courtwith respect to the registration of the Domination Agreement in theCommercial Register. In April 2005, the court of appeals rejected thedemand by one shareholder for injunctive relief, and in June 2005 theFrankfurt District Court (Landgericht) ruled that it does nothave jurisdiction over this matter. The claims in the Konigstein LocalCourt (Amtsgericht) are still pending.

Based uponinformation available as of the date of this document, the outcome ofthe foregoing proceedings cannot be predicted with certainty. Exceptfor certain challenges on limited grounds, the time period to bringforward challenges has expired.

The amounts of the fair cashcompensation (Abfindung) and of the guaranteed fixed annualpayment (Ausgleich) offered under the Domination Agreement maybe increased in special award proceedings (Spruchverfahren)initiated by minority shareholders, which may further reduce the fundsthe Purchaser can otherwise make available to us. Several minorityshareholders of CAG initiated special award proceedings seeking thecourt's review of the amounts of the fair cash compensation(Abfindung) and of the guaranteed fixed annual payment(Ausgleich) offered under the Domination Agreement. As a resultof these proceedings, the amount of the fair cash consideration and theguaranteed fixed annual payment offered under the Domination Agreementcould be increased by the court so that all minority shareholders,including those who have already tendered their shares into themandatory offer and have received the fair cash compensation couldclaim the respective higher amounts. This could reduce the funds thePurchaser can make available to Celanese Holdings and its subsidiariesand, accordingly, diminish our ability to make payments on ourindebtedness. However, the court dismissed all of these proceedings inMarch 2005 on the grounds of inadmissibility. The dismissal has beenappealed.

In February 2005, a minority shareholder also broughta lawsuit against the Purchaser, as well as a former member ofCAG's board of management and a former member of CAG'ssupervisory board, in the Frankfurt District Court(Landgericht). Among other things, this action seeks to unwindthe tender of the plaintiff's shares in the Tender Offer andseeks compensation for damages suffered as a consequence of tenderingshares in the Tender Offer. The court ruled against the Plaintiff inthis matter in June 2005. The plaintiff appealed this decision withrespect to the Purchaser and the former member of the CAG board ofmanagement; however, with respect to the former member of the CAGsupervisory board, the plaintiff has accepted the court'sruling.

Based upon the information as available, the outcome ofthe foregoing proceedings cannot be predicted with certainty.

Other Matters

As of June 30, 2005, Celanese Ltd. and/or CNAHoldings, Inc., both our U.S. subsidiaries, are defendants inapproximately 680 asbestos cases. Because many of these cases involvenumerous plaintiffs, we are subject to claims significantly in excessof the number of actual cases. We have reserves for defense costsrelated to claims arising from these matters. We believe we do not haveany significant exposure in these matters.

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Item 2.    Unregistered Salesof Equity Securities and Use of Proceeds

The information calledfor by Item 2 is omitted pursuant to General Instruction (H)(2)(b) toForm 10-Q (Omission of Information by Certain Wholly OwnedSubsidiaries).

Item 3.    Defaults Upon SeniorSecurities

The information called for by Item 3 is omittedpursuant to General Instruction (H)(2)(b) to Form 10-Q (Omission ofInformation by Certain Wholly Owned Subsidiaries).

Item4.    Submission of Matters to a Vote of Security Holders

Theinformation called for by Item 4 is omitted pursuant to GeneralInstruction (H)(2)(b) to Form 10-Q (Omission of Information by CertainWholly Owned Subsidiaries).

Item 5.    OtherInformation

None.

Item6.    Exhibits

|               |  |                                                                                                                                                                                                                                                                                                                                             |  |  |  |  |
|---------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                 |
| 3.1           |  | Certificateof Formation of Registrant (incorporated by reference to Exhibit 3.3 tothe Form S-4 filed with the SEC on February 7, 2005 (the"FormS-4"))                                                                                                                                                                                       |
| 3.2           |  | Limited LiabilityCompany Agreement of Registrant (incorporated by reference to Exhibit3.4 to the Form S-4)                                                                                                                                                                                                                                  |
| 4.1           |  | Indenture, dated asof June 8, 2004, among BCP Caylux Holdings Luxembourg S.C.A., BCPCrystal Holdings Ltd. 2 and The Bank of New York, as trustee(incorporated by reference to Exhibit 10.15 to the RegistrationStatement on Form S-1 of Celanese Corporation filed with the SEC onNovember 3, 2004 (the "FormS-1"))                         |
| 4.2           |  | Registration RightsAgreement, dated as of June 3, 2004, among BCP Caylux HoldingsLuxembourg S.C.A., BCP Crystal Holdings Ltd 2, Morgan Stanley & Co.Incorporated, Deutsche Bank Securities Inc. and Banc of AmericaSecurities LLC as representatives of the initial purchasers(incorporated by reference to Exhibit 4.2 to the FormS-4) |
| 4.3           |  | Registration Rights Agreement,dated as of July 1, 2004, among BCP Caylux Holdings Luxembourg S.C.A.,BCP Crystal Holdings Ltd. 2, Morgan Stanley & Co. Incorporated andBanc of America Securities LLC (incorporated by reference to Exhibit4.3 to the Form S-4)                                                                          |
| 4.4           |  | SupplementalIndenture, dated as of October 5, 2004, among BCP Crystal US HoldingsCorp., BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd.2 and The Bank of New York, as trustee (incorporated by reference tothe Exhibit 10.16 to FormS-1)                                                                                   |
| 4.5           |  | Supplemental Indenture, dated as ofOctober 5, 2004, among BCP Crystal US Holdings Corp., the NewGuarantors and The Bank of New York, as trustee (incorporated byreference to Exhibit 10.17 to the FormS-1)                                                                                                                                  |
| 12            |  | Computation of ratio of earnings tofixed charges (filedherewith)                                                                                                                                                                                                                                                                            |
| 31.1          |  | Certification of ChiefExecutive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of2002 (filed herewith)                                                                                                                                                                                                                           |
| 31.2          |  | Certification ofChief Financial Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002 (filedherewith)                                                                                                                                                                                                                            |
| 32.1          |  | Certification of ChiefExecutive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of2002 (filed herewith)                                                                                                                                                                                                                           |
| 32.2          |  | Certification ofChief Financial Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002 (filed herewith)                                                                                                                                                                                                                           |
|               |

PLEASE NOTE: It isinappropriate for readers to assume the accuracy of, or rely upon anycovenants, representations or warranties that may be contained inagreements or other documents filed as Exhibits to, or incorporated byreference in, this Quarterly Report. Any such covenants,representations or warranties may have been qualified or superseded bydisclosures contained in 

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separate schedules or exhibits not filed withor incorporated by reference in this Quarterly Report, may reflect theparties' negotiated risk allocation in the particulartransaction, may be qualified by materiality standards that differ fromthose applicable for securities law purposes, and may not be true as ofthe date of this Quarterly Report or any other date and may be subjectto waivers by any or all of the parties. Where exhibits and schedulesto agreements filed or incorporated by reference as Exhibits hereto arenot included in these exhibits, such exhibits and schedules toagreements are not included or incorporated by referenceherein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto dulyauthorized.

|        |  |                         |  |                                       |  |                                                                        |  |  |  |  |  |  |  |  |
|--------|--|-------------------------|--|---------------------------------------|--|------------------------------------------------------------------------|--|--|--|--|--|--|--|--|
|   |  | **CELANESEHOLDINGSLLC** |
|   |  | By:                     |  | /s/David N.Weidman                    |
|   |  |                    |  | Name:                                 |  | DavidN.Weidman                                                         |
|   |  |                    |  | Title:                                |  | Presidentand Chief ExecutiveOfficer                                    |
|   |  |                    |  | Date:                                 |  | August12,2005                                                          |
|   |  | By:                     |  | /s/   Corliss J.Nelson |
|   |  |                    |  | Name:                                 |  | CorlissJ.Nelson                                                        |
|   |  |                    |  | Title:                                |  | VicePresident and Chief Financial Officer (Principal FinancialOfficer) |
|   |  |                    |  | Date:                                 |  | August12, 2005                                                         |
|        |

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