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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 SEPTEMBER 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   

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).Yes       No   

As of the date of thisQuarterly Report on Form 10-Q, Celanese Holdings LLC has one membershipinterest outstanding which is owned by Crystal US Holdings 3 L.L.C., aDelaware limited liability company.

Exhibit index locatedon sequential page number2.

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CELANESE HOLDINGSLLCForm 10-QFor the Quarterly Period Ended September 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 |        |   | 49 |   |
|   |  | Item3.                                          |  | Quantitative and Qualitative Disclosures about MarketRisk                          |        |   | 86 |   |
|   |  | Item 4.                                         |  | Controlsand Procedures                                                             |        |   | 86 |   |
| PartII |  | OtherInformation                                |  |                                                                               |   |   |
|   |  | Item 1.                                         |  | LegalProceedings                                                                   |        |   | 89 |   |
|   |  | Item2.                                          |  | Unregistered Sales of Equity Securities and Use ofProceeds                         |        |   | 90 |   |
|   |  | Item3.                                          |  | Defaults Upon SeniorSecurities                                                     |        |   | 90 |   |
|   |  | Item4.                                          |  | Submission of Matters to a Vote of SecurityHolders                                 |        |   | 90 |   |
|   |  | Item 5.                                         |  | OtherInformation                                                                   |        |   | 90 |   |
|   |  | Item6.                                          |  | Exhibits                                                                           |        |   | 90 |   |
|   |  | Signatures                                      |  |                                                                               |        |   | 92 |   |
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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, unless expressly provided otherwise. Asof September 30, 2005, Celanese Holdings' indirect ownership ofapproximately 96% of the outstanding CAG Shares would equate toapproximately 88% of the issued CAG Shares (including treasuryshares). Pursuant to a mandatory offer commenced in September 2004 andcontinuing as of the date of this Quarterly Report, the Purchaser hasacquired additional CAG Shares. In addition, in August 2005, thePurchaser acquired approximately 5.9 million, or approximately12%, of the outstanding CAG shares from two shareholders. As aresult of these acquisitions, partially offset by the issuance ofadditional CAG shares as a result of the exercise of options issuedunder a CAG stock option plan, as of November 2, 2005 we ownapproximately 98% of the outstanding CAG shares. The mandatoryoffer expires on December 1, 2005, unless further extended. On November3, 2005 the Company's Board of Directors approved commencement ofthe process for effecting a squeeze-out of the remainingshareholders.

In October 2004, Celanese Corporation, a DelawareCorporation and the ultimate parent of Celanese Holdings and certain ofits subsidiaries completed an 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 BCP Cayluxownership of 100% of the equity of CAC and indirectly, all ofits assets, including subsidiary stock. Thereafter, BCP Cayluxtransferred certain assets, including its equity ownership interest inCAC, to BCP Crystal. In this Quarterly Report, the term"Domination Agreement" refers to thedomination and profit and loss transfer agreement between CAG and thePurchaser, pursuant to which the Purchaser became obligated on October1, 2004 to offer to acquire all outstanding CAG Shares from theminority shareholders of CAG in return for payment of fair cashcompensation in accordance with German law.

Celanese AG isincorporated as a stock corporation (Aktiengesellschaft, AG)organized under the laws of the Federal Republic of Germany. As used inthis document, the term "CAG" refers to (i)prior to the Restructuring, Celanese AG and CAC, their consolidatedsubsidiaries, their non-consolidated subsidiaries, ventures and otherinvestments, and (ii) following the Restructuring, Celanese AG, itsconsolidated subsidiaries, its non-consolidated subsidiaries, venturesand other 

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investments, except that with respect toshareholder and similar matters where the context indicates,"CAG" refers to Celanese AG. For accountingpurposes, "Predecessor" refers to CAG and itssubsidiaries.

Following the transfer of CAC to BCP Crystal, (1)BCP Crystal Holdings Ltd. 2 contributed substantially all of its assetsand liabilities (including all outstanding capital stock of BCP Caylux)to BCP Crystal and (2) BCP Crystal assumed certain obligations of BCPCaylux, including all rights and obligations of BCP Caylux under thesenior credit facilities, the floating rate term loan and the notes.BCP Crystal Holdings Ltd. 2 reorganized as a Delaware limited liabilitycompany and changed its name to Celanese Holdings LLC. BlackstoneCrystal Holdings Capital Partners (Cayman) IV Ltd. reorganized as aDelaware corporation and changed its name to Celanese Corporation. BCPCrystal, at its discretion, may subsequently cause the liquidation ofBCP Caylux.

As a result of these transactions, Celanese Holdingsholds indirectly, and BCP Crystal holds directly, 100% ofCAC's equity and, indirectly, all equity owned by CAC in itssubsidiaries. In addition, Celanese Holdings and BCP Crystal hold,indirectly, all of the outstanding common stock of CAG held by thePurchaser and all of the wholly owned subsidiaries of Celanese Holdingsthat guarantee BCP Caylux's obligations under the senior creditfacilities and guarantee the senior subordinated notes issued on June8, 2004 and July 1, 2004 on an unsecured senior subordinated basis. SeeNotes 3 and 9 to the Unaudited Interim Consolidated FinancialStatements (as defined below).

The unaudited interimconsolidated financial statements of the Successor for the three andnine months ended September 30, 2005 and the three and six months endedSeptember 30, 2004 as well as the unaudited interim consolidatedfinancial statements of the Predecessor for the three months endedMarch 31, 2004 contained in this Quarterly Report (collectively, the"Unaudited Interim Consolidated FinancialStatements") were prepared in accordance with accountingprinciples generally accepted in the United States ("U.S.GAAP") for all periods presented. The Unaudited InterimConsolidated Financial Statements and other financial informationincluded in this Quarterly Report, unless otherwise specified, havebeen presented to separately show the effects of discontinuedoperations. The results of the Successor are not comparable to theresults of the Predecessor due to the differences in the basis ofpresentation of purchase accounting as compared to historical cost.

CAG is a foreign private issuer and previously filed itsconsolidated financial statements as of December 31, 2003 and 2002 inits Annual Report on Form 20-F. CAG changed its fiscal year end toSeptember 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 September 30, 2005. Our inclusionof this information is not meant to suggest that the euro amountsactually represent such dollar amounts or that such amounts could havebeen converted 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 

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products and services that may be named inthis document are registered trademarks and service marks of CAG.Acetex® is a registered trademark of Acetex Corporation,an indirect wholly owned subsidiary of Celanese Holdings.Fortron® is a registered trademark of FortronIndustries, a venture of the Company.

Special Note RegardingForward-Looking Statements

Investors are cautioned that theforward-looking statements contained in this Quarterly Report involveboth risk and uncertainty. Many important factors could cause actualresults to differ materially from those anticipated by thesestatements. Many of these factors are macroeconomic in nature and are,therefore, beyond our control. See "Management'sDiscussion and Analysis 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 endedSeptember 30, 2005 and 2004                                                                                   |  |   | 7      |   |
| UnauditedConsolidated Statements of Operations for the nine months endedSeptember 30, 2005, the six months ended September 30, 2004 and thethree months ended March 31,2004            |  |   | 8      |   |
| Unaudited Consolidated Balance Sheetsas of September 30, 2005 and December 31,2004                                                                                                     |  |   | 9      |   |
| Unaudited Consolidated Statements ofShareholders' Equity for the nine months ended September 30,2005, the six months ended September 30, 2004 and the three monthsended March 31, 2004 |  |   | 10     |   |
| UnauditedConsolidated Statements of Cash Flows for the nine months endedSeptember 30, 2005, the six months ended September 30, 2004 and thethree months ended 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 September 30, 2005 |         | Three Months EndedSeptember 30, 2004 |
|                                                                       |  | (in $millions)                       |
| Net sales                                                                  |  |                                 | 1,536   |                                 |  |   | 1,265   |    |
| Cost of sales                                                              |  |                                 | (1,253  | )                               |  |   | (1,005  | )  |
| Selling, generaland administrative expenses                                |  |                                 | (143    | )                               |  |   | (153    | )  |
| Research anddevelopment expenses                                           |  |                                 | (22     | )                               |  |   | (23     | )  |
| Specialcharges:                                                            |  |                                 |    |                                 |  |   |    |    |
| Insurancerecoveries associated with plumbingcases                          |  |                                 | — |                                 |  |   | (1      | )  |
| Restructuring,impairment and other specialcharges                          |  |                                 | (24     | )                               |  |   | (58     | )  |
| Foreignexchange gain (loss),net                                            |  |                                 | (2      | )                               |  |   | (2      | )  |
| Gain (loss) ondisposition of assets,net                                    |  |                                 | 1       |                                 |  |   | 2       |    |
| Operatingprofit                                                            |  |                                 | 93      |                                 |  |   | 25      |    |
| Equity in net earningsof affiliates                                        |  |                                 | 21      |                                 |  |   | 17      |    |
| Interest expense                                                           |  |                                 | (62     | )                               |  |   | (57     | )  |
| Interest income                                                            |  |                                 | 7       |                                 |  |   | 9       |    |
| Other income (expense),net                                                 |  |                                 | 27      |                                 |  |   | 17      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                 | 86      |                                 |  |   | 11      |    |
| Income tax provision                                                       |  |                                 | (26     | )                               |  |   | (48     | )  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                 | 60      |                                 |  |   | (37     | )  |
| Minority interests                                                         |  |                                 | (3      | )                               |  |   | 8       |    |
| Earnings(loss) from continuing operations                                  |  |                                 | 57      |                                 |  |   | (29     | )  |
| Earnings (loss) fromdiscontinuedoperations                                 |  |                                 | — |                                 |  |   | — |    |
| Netearnings(loss)                                                          |  |                                 | 57      |                                 |  |   | (29     | )  |
|                                                                            |

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS

|                                                                            |  |                                    |         |                                    |  |                                  |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|------------------------------------|---------|------------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                          |         | Predecessor                        |
|                                                                       |  | NineMonths EndedSeptember 30, 2005 |         | Six Months EndedSeptember 30, 2004 |  | Three Months Ended March 31,2004 |
|                                                                       |  | (in $millions)                     |
| Net sales                                                                  |  |                               | 4,562   |                               |  |                             | 2,494   |    |  |   | 1,243   |    |
| Cost ofsales                                                               |  |                               | (3,553  | )                             |  |                             | (2,063  | )  |  |   | (1,002  | )  |
| Selling,general and administrative expenses                                |  |                               | (435    | )                             |  |                             | (278    | )  |  |   | (137    | )  |
| Researchand development expenses                                           |  |                               | (68     | )                             |  |                             | (45     | )  |  |   | (23     | )  |
| Specialcharges:                                                            |  |                               |    |                               |  |                             |    |    |  |   |    |    |
| Insurancerecoveries associated with plumbingcases                          |  |                               | 4       |                               |  |                             | 1       |    |  |   | — |    |
| Restructuring,impairment and other specialcharges                          |  |                               | (93     | )                             |  |                             | (59     | )  |  |   | (28     | )  |
| Foreignexchange gain (loss),net                                            |  |                               | — |                               |  |                             | (2      | )  |  |   | — |    |
| Gain(loss) on disposition of assets,net                                    |  |                               | (1      | )                             |  |                             | 2       |    |  |   | (1      | )  |
| Operatingprofit                                                            |  |                               | 416     |                               |  |                             | 50      |    |  |   | 52      |    |
| Equity innet earnings ofaffiliates                                         |  |                               | 48      |                               |  |                             | 35      |    |  |   | 12      |    |
| Interestexpense                                                            |  |                               | (261    | )                             |  |                             | (181    | )  |  |   | (6      | )  |
| Interestincome                                                             |  |                               | 25      |                               |  |                             | 16      |    |  |   | 5       |    |
| Other income(expense),net                                                  |  |                               | 48      |                               |  |                             | (4      | )  |  |   | 9       |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                               | 276     |                               |  |                             | (84     | )  |  |   | 72      |    |
| Incometax provision                                                        |  |                               | (83     | )                             |  |                             | (58     | )  |  |   | (17     | )  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                               | 193     |                               |  |                             | (142    | )  |  |   | 55      |    |
| Minorityinterests                                                          |  |                               | (41     | )                             |  |                             | (2      | )  |  |   | — |    |
| Earnings(loss) from continuing operations                                  |  |                               | 152     |                               |  |                             | (144    | )  |  |   | 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                                 |  |                               | — |                               |  |                             | (1      | )  |  |   | 23      |    |
| Netearnings(loss)                                                          |  |                               | 152     |                               |  |                             | (145    | )  |  |   | 78      |    |
|                                                                            |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

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CELANESE HOLDINGS LLC ANDSUBSIDIARIES UNAUDITED CONSOLIDATED BALANCESHEETS

|                                                                                                                                                                              |  |                        |        |                       |  |        |        |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|------------------------|--------|-----------------------|--|--------|--------|---------|--|--|
|                                                                                                                                                                         |  | Successor              |
|                                                                                                                                                                         |  | AsofSeptember 30, 2005 |        | As ofDecember 31,2004 |
|                                                                                                                                                                         |  | (in $millions)         |
| **ASSETS**                                                                                                                                                                   |  |                   |   |                  |  |   |   |    |
| Currentassets:                                                                                                                                                               |  |                   |   |                  |  |   |   |    |
| Cash and cashequivalents                                                                                                                                                     |  |                   | 400    |                  |  |   | 838    |    |
| Receivables                                                                                                                                                                  |  |                   |   |                  |  |   |   |    |
| Tradereceivables, net — third party and affiliates, net of allowancefor doubtful accounts of $23 million and $22 million as of September30, 2005 and December 31,2004: |  |                   | 947    |                  |  |   | 866    |    |
| Otherreceivables                                                                                                                                                             |  |                   | 522    |                  |  |   | 678    |    |
| Inventories                                                                                                                                                                  |  |                   | 625    |                  |  |   | 618    |    |
| Deferredincome taxes                                                                                                                                                         |  |                   | 69     |                  |  |   | 71     |    |
| Otherassets                                                                                                                                                                  |  |                   | 47     |                  |  |   | 86     |    |
| Assets of discontinuedoperations                                                                                                                                             |  |                   | 2      |                  |  |   | 2      |    |
| Totalcurrentassets                                                                                                                                                           |  |                   | 2,612  |                  |  |   | 3,159  |    |
| Investments                                                                                                                                                                  |  |                   | 551    |                  |  |   | 600    |    |
| Property,plant and equipment, net of accumulated depreciation of $857 millionand $446 million as of September 30, 2005 and December 31, 2004,respectively                    |  |                   | 1,982  |                  |  |   | 1,702  |    |
| Deferredincome taxes                                                                                                                                                         |  |                   | 29     |                  |  |   | 54     |    |
| Otherassets                                                                                                                                                                  |  |                   | 718    |                  |  |   | 739    |    |
| Goodwill                                                                                                                                                                     |  |                   | 1,042  |                  |  |   | 747    |    |
| Intangibleassets,net                                                                                                                                                         |  |                   | 393    |                  |  |   | 400    |    |
| Totalassets                                                                                                                                                                  |  |                   | 7,327  |                  |  |   | 7,401  |    |
| **LIABILITIESAND SHAREHOLDERS' EQUITY**                                                                                                                                      |  |                   |   |                  |  |   |   |    |
| Currentliabilities:                                                                                                                                                          |  |                   |   |                  |  |   |   |    |
| Short-term borrowings andcurrent installments of long-term debt — third party andaffiliates                                                                            |  |                   | 181    |                  |  |   | 144    |    |
| Accountspayable and accruedliabilities:                                                                                                                                      |  |                   |   |                  |  |   |   |    |
| Trade payables —third party andaffiliates                                                                                                                              |  |                   | 696    |                  |  |   | 722    |    |
| Othercurrent liabilities                                                                                                                                                     |  |                   | 813    |                  |  |   | 888    |    |
| Deferredincome taxes                                                                                                                                                         |  |                   | 13     |                  |  |   | 20     |    |
| Income taxespayable                                                                                                                                                          |  |                   | 224    |                  |  |   | 214    |    |
| Liabilities ofdiscontinuedoperations                                                                                                                                         |  |                   | 3      |                  |  |   | 7      |    |
| Totalcurrentliabilities                                                                                                                                                      |  |                   | 1,930  |                  |  |   | 1,995  |    |
| Long-termdebt                                                                                                                                                                |  |                   | 2,945  |                  |  |   | 2,716  |    |
| Deferred incometaxes                                                                                                                                                         |  |                   | 225    |                  |  |   | 256    |    |
| Benefitobligations                                                                                                                                                           |  |                   | 1,154  |                  |  |   | 1,000  |    |
| Otherliabilities                                                                                                                                                             |  |                   | 506    |                  |  |   | 510    |    |
| Minorityinterests                                                                                                                                                            |  |                   | 149    |                  |  |   | 518    |    |
| Commitmentsandcontingencies                                                                                                                                                  |  |                   |   |                  |  |   |   |    |
| Shareholders'equity:                                                                                                                                                         |  |                   |   |                  |  |   |   |    |
| Additionalpaid-in capital                                                                                                                                                    |  |                   | 814    |                  |  |   | 837    |    |
| Retainedearnings (deficit)                                                                                                                                                   |  |                   | (35    | )                |  |   | (187   | )  |
| LoantoShareholder                                                                                                                                                            |  |                   | (227   | )                |  |   | (227   | )  |
| Accumulatedother comprehensive income (loss),net                                                                                                                             |  |                   | (134   | )                |  |   | (17    | )  |
| Total shareholders' equity                                                                                                                                                   |  |                   | 418    |                  |  |   | 406    |    |
| Totalliabilities and shareholders' equity                                                                                                                                    |  |                   | 7,327  |                  |  |   | 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**                                 |  |          | — |                     |  |                      | 820     |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 820     |    |
| Contributedcapital                            |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Comprehensiveincome (loss), net               |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| oftax:                                        |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netearnings(loss)                             |  |          | — |                     |  |                      | — |                                              |  |               | (145    | )        |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (145    | )  |
| Othercomprehensiveincome                      |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| (loss):                                       |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Unrealizedgain (loss)on                       |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| securities                                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (1      | )  |  |   | — |    |  |   | — |    |  |   | (1      | )  |
| Foreigncurrencytranslation                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (1      | )  |  |   | — |    |  |   | — |    |  |   | (1      | )  |
| Unrealizedgain (loss) on                      |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| derivativecontracts                           |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | 2       |    |  |   | — |    |  |   | — |    |  |   | 2       |    |
| Othercomprehensive income (loss)              |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Comprehensiveincome(loss)                     |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (145    | )  |
| LoantoShareholder                             |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | (227    | )  |  |   | — |    |  |   | (227    | )  |
| Indemnificationofdemerger                     |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| liability                                     |  |          | — |                     |  |                      | 2       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 2       |    |
| Balanceat September 30,2004                   |  |          | — |                     |  |                      | 822     |                                              |  |               | (145    | )        |  |                      | — |    |  |   | (227    | )  |  |   | — |    |  |   | 450     |    |
|                                          |
| **Successor**                                 |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Balanceat December 31,2004                    |  |          | — |                     |  |                      | 837     |                                              |  |               | (187    | )        |  |                      | (17     | )  |  |   | (227    | )  |  |   | — |    |  |   | 406     |    |
| Comprehensiveincome (loss), net               |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| oftax:                                        |  |          | — |                     |  |                      | — |                                              |  |               | 152     |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 152     |    |
| Netearnings(loss)                             |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Othercomprehensive income(loss):              |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Unrealized gain (loss)on                      |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| securities:                                   |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | 6       |    |  |   | — |    |  |   | — |    |  |   | 6       |    |
| Additionalminimum pensionliability            |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (109    | )  |  |   | — |    |  |   | — |    |  |   | (109    | )  |
| Foreigncurrencytranslation                    |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (11     | )  |  |   | — |    |  |   | — |    |  |   | (11     | )  |
| Unrealizedgain (loss) on                      |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| derivativecontracts                           |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (3      | )  |  |   | — |    |  |   | — |    |  |   | (3      | )  |
| Othercomprehensiveincome                      |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| (loss)                                        |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (117    | )  |  |   | — |    |  |   | — |    |  |   | (117    | )  |
| Comprehensiveincome(loss)                     |  |          | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 36      |    |
| Indemnificationofdemerger                     |  |          |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| liability                                     |  |          | — |                     |  |                      | 3       |                                              |  |               |    |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 3       |    |
| Stock-basedcompensation                       |  |          | — |                     |  |                      | 1       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 1       |    |
| DistributiontoParent                          |  |          | — |                     |  |                      | (590    | )                                            |  |               |    |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (590    | )  |
| Settlementof intercompany balances withParent |  |          | — |                     |  |                      | (9      | )                                            |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | (9      | )  |
| ContributionfromParent                        |  |          | — |                     |  |                      | 572     |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 572     |    |
| Balanceat September 30,2005                   |  |          | — |                     |  |                      | 814     |                                              |  |               | (35     | )        |  |                      | (134    | )  |  |   | (227    | )  |  |   | — |    |  |   | 418     |    |
|                                               |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

10

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS

|                                                                                                   |  |                                    |                                      |                                    |  |                                  |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------|--|------------------------------------|--------------------------------------|------------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                              |  | Successor                          |                                      | Predecessor                        |
|                                                                                              |  | NineMonths EndedSeptember 30, 2005 |                                      | Six MonthsEnded September 30, 2004 |  | Three Months Ended March31, 2004 |
|                                                                                              |  | (in $millions)                     |
| Operating activities fromcontinuingoperations:                                                    |  |                               |        |                               |  |                             |    |    |  |   |    |    |
| Netearnings(loss)                                                                                 |  |                               | 152                                  |                               |  |                             | (145    | )  |  |   | 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                                                                |  |                               | 10                                   |                               |  |                             | 22      |    |  |   | 20      |    |
| Stock basedcompensation                                                                           |  |                               | —                              |                               |  |                             | 1       |    |  |   | 2       |    |
| Depreciation                                                                                      |  |                               | 153                                  |                               |  |                             | 147     |    |  |   | 69      |    |
| Amortization ofintangibles and otherassets                                                        |  |                               | 47                                   |                               |  |                             | 3       |    |  |   | 3       |    |
| Amortizationof deferred financingfees                                                             |  |                               | 33                                   |                               |  |                             | 77      |    |  |   | — |    |
| Premiumon early redemption ofdebt                                                                 |  |                               | 55                                   |                               |  |                             | — |    |  |   | — |    |
| Changein equity ofaffiliates                                                                      |  |                               | 12                                   |                               |  |                             | (14     | )  |  |   | 3       |    |
| Deferredincometaxes                                                                               |  |                               | (9                                   | )                             |  |                             | 84      |    |  |   | (12     | )  |
| (Gain)loss on disposition of assets,net                                                           |  |                               | 1                                    |                               |  |                             | (2      | )  |  |   | — |    |
| (Gain)loss on foreign currency,net                                                                |  |                               | 45                                   |                               |  |                             | 26      |    |  |   | (26     | )  |
| Minorityinterest                                                                                  |  |                               | 41                                   |                               |  |                             | 2       |    |  |   | — |    |
| Changesin operating assets andliabilities:                                                        |  |                               |                                 |                               |  |                             |    |    |  |   |    |    |
| Tradereceivables, net — third party andaffiliates                                           |  |                               | (13                                  | )                             |  |                             | (22     | )  |  |   | (89     | )  |
| Otherreceivables                                                                                  |  |                               | 61                                   |                               |  |                             | — |    |  |   | (42     | )  |
| Prepaidexpenses                                                                                   |  |                               | (20                                  | )                             |  |                             | 32      |    |  |   | 14      |    |
| Inventories                                                                                       |  |                               | 58                                   |                               |  |                             | 2       |    |  |   | (11     | )  |
| Tradepayables — third party andaffiliates                                                   |  |                               | (73                                  | )                             |  |                             | 3       |    |  |   | (6      | )  |
| Benefitobligations and otherliabilities                                                           |  |                               | (46                                  | )                             |  |                             | (108    | )  |  |   | (118    | )  |
| Incometaxespayable                                                                                |  |                               | 25                                   |                               |  |                             | 19      |    |  |   | 38      |    |
| Other,net                                                                                         |  |                               | (25                                  | )                             |  |                             | (10     | )  |  |   | (7      | )  |
| Netcash provided by (used in) operatingactivities                                                 |  |                               | 507                                  |                               |  |                             | 118     |    |  |   | (107    | )  |
| Investingactivities from continuingoperations:                                                    |  |                               |                                 |                               |  |                             |    |    |  |   |    |    |
| Capitalexpenditures on property, plant andequipment                                               |  |                               | (132                                 | )                             |  |                             | (106    | )  |  |   | (44     | )  |
| Acquisitionof CAG shares, net of cashacquired                                                     |  |                               | (397                                 | )                             |  |                             | (1,531  | )  |  |   | — |    |
| Feesassociated withacquisitions                                                                   |  |                               | (27                                  | )                             |  |                             | (69     | )  |  |   | — |    |
| Acquisitionof Acetex, net of cashacquired                                                         |  |                               | (216                                 | )                             |  |                             | — |    |  |   | — |    |
| AcquisitionofVinamul                                                                              |  |                               | (208                                 | )                             |  |                             | — |    |  |   | — |    |
| Proceedsfrom sale of business andassets                                                           |  |                               | 40                                   |                               |  |                             | 5       |    |  |   | — |    |
| Netproceeds from disposal of discontinuedoperations                                               |  |                               | 75                                   |                               |  |                             | — |    |  |   | 139     |    |
| Proceedsfrom sale of marketablesecurities                                                         |  |                               | 175                                  |                               |  |                             | 85      |    |  |   | 42      |    |
| Purchasesof marketablesecurities                                                                  |  |                               | (96                                  | )                             |  |                             | (107    | )  |  |   | (42     | )  |
| Other,net                                                                                         |  |                               | 5                                    |                               |  |                             | (1      | )  |  |   | 1       |    |
| Netcash provided by (used in) investingactivities                                                 |  |                               | (781                                 | )                             |  |                             | (1,724  | )  |  |   | 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                        |
|                                                             |  | NineMonths EndedSeptember 30, 2005 |         | Six MonthsEnded September 30, 2004 |  | Three Months Ended March31, 2004 |
|                                                             |  | (in $millions)                     |
| Financing activities fromcontinuingoperations:                   |  |                               |    |                               |  |                             |    |    |  |   |    |    |
| Initialcapitalization                                            |  |                               | — |                               |  |                             | 820     |    |  |   | — |    |
| Borrowingsunder bridgeloans                                      |  |                               | — |                               |  |                             | 1,565   |    |  |   | — |    |
| Repaymentof bridge loans                                         |  |                               | — |                               |  |                             | (1,565  | )  |  |   | — |    |
| Proceedsfrom issuance of senior subordinated notes               |  |                               | — |                               |  |                             | 1,475   |    |  |   | — |    |
| 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     |    |  |   | — |    |
| Redemptionof Acetexbonds                                         |  |                               | (280    | )                             |  |                             | — |    |  |   | — |    |
| ContributionfromParent                                           |  |                               | 572     |                               |  |                             | — |    |  |   | — |    |
| Short-termborrowings (repayments),net                            |  |                               | 18      |                               |  |                             | 17      |    |  |   | (16     | )  |
| Proceeds(payments) from other long-term debt,net                 |  |                               | 8       |                               |  |                             | (235    | )  |  |   | (27     | )  |
| Issuance ofpreferred stock by consolidatedsubsidiary             |  |                               | — |                               |  |                             | 17      |    |  |   | — |    |
| Feesassociated withfinancings                                    |  |                               | (7      | )                             |  |                             | (166    | )  |  |   | — |    |
| DistributiontoParent                                             |  |                               | (590    | )                             |  |                             | — |    |  |   | — |    |
| Dividendpayments                                                 |  |                               | — |                               |  |                             | (1      | )  |  |   | — |    |
| LoantoShareholder                                                |  |                               | — |                               |  |                             | (227    | )  |  |   | — |    |
| Netcash provided by (used in) financingactivities                |  |                               | (70     | )                             |  |                             | 2,439   |    |  |   | (43     | )  |
| Exchangerate effects on cash..                                   |  |                               | (94     | )                             |  |                             | (14     | )  |  |   | (1      | )  |
| Netincrease (decrease) in cash and cash equivalents..            |  |                               | (438    | )                             |  |                             | 819     |    |  |   | (55     | )  |
| Cash andcash equivalents at beginning ofperiod                   |  |                               | 838     |                               |  |                             | — |    |  |   | 148     |    |
| Cashand cash equivalents at end ofperiod                         |  |                               | 400     |                               |  |                             | 819     |    |  |   | 93      |    |
| Netcash provided by (used in) discontinuedoperations:            |  |                               |    |                               |  |                             |    |    |  |   |    |    |
| Operatingactivities                                              |  |                               | (75     | )                             |  |                             | 1       |    |  |   | (139    | )  |
| Investingactivities                                              |  |                               | 75      |                               |  |                             | (1      | )  |  |   | 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 nine months ended September 30,2005, for the three and six months ended September 30, 2004 and as ofDecember 31, 2004 reflect the acquisition of CAG under the purchasemethod of accounting in accordance with Financial Accounting StandardsBoard ("FASB") Statement of FinancialAccounting Standards ("SFAS") No. 141,Business Combinations.

In the opinion of management, theunaudited interim consolidated financial statements contain alladjustments (consisting only of normal recurring adjustments) necessaryfor a fair presentation of the financial position, results ofoperations and cash flows of the Company and the Predecessor. Certaininformation and footnote disclosures normally included in financialstatements prepared in accordance with accounting principles generallyaccepted in the United States ("U.S. GAAP")have been condensed or omitted in accordance with rules and regulationsof the Securities and Exchange Commission("SEC"). These unaudited interim consolidatedfinancial statements should be read in conjunction with theCompany's consolidated financial statements as of and for thenine months ended December  31, 2004, as filed with the SEC onForm 10-K.

Operating results for the three and nine months endedSeptember 30, 2005, for the three and six months ended September 30,2004 and for the three months ended March  31, 2004 are notnecessarily indicative of the results to be expected for the entireyear. The results of the Successor are not comparable to the results ofthe Predecessor 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 

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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 September 30,2005 and December 31, 2004, the Purchaser acquired additional CAGShares for a purchase price of $397 million and $33 million,respectively. As of September 30, 2005 and December 31, 2004, thePurchaser's ownership percentage was approximately 96% and84%, respectively. The additional CAG Shares were acquiredpursuant to either i) the mandatory offer (see Note 3) commenced inSeptember 2004 that will expire on December 1, 2005, unless furtherextended or ii) the recent purchase of CAG shares as described below.On November 3, 2005, the Company's Board of Directors approvedcommencement of the process for effecting a squeeze-out of theremaining shareholders.

Recent Purchases of CAGShares

In August 2005, the Company acquired approximately 5.9million, or approximately 12%, of the outstanding CAG Sharesfrom two shareholders of CAG for the aggregate consideration ofapproximately €302 million ($369 million). In addition,the Company also paid to such shareholders an additional purchase priceof approximately €12 million ($15 million) in considerationfor the settlement of certain claims and for such shareholders agreeingto, among other things, (1) accept the shareholders' resolutionspassed at the extraordinary general meeting of CAG held on July 30 and31, 2004 and the annual general meeting of CAG held on May 19 and 20,2005, (2) acknowledge the legal effectiveness of the domination andprofit and loss transfer agreement, (3) irrevocably withdraw andabandon all actions, applications and appeals each brought or joined inlegal proceedings related to, among other things, challenging theeffectiveness of the Domination Agreement and amount of fair cashcompensation offered by Purchaser in the mandatory offer required bySection 305(1) of the German Stock Corporation Act, (4) refrain fromacquiring any CAG Shares or any other investment in CAG, and (5)refrain from taking any future legal action with respect to shareholderresolutions or corporate actions of CAG. The Company paid the aggregateconsideration of €314 million ($384 million) for theadditional CAG Shares that were acquired from such shareholders and forthe agreements described above using available cash. The Company alsoannounced that it would increase its offer to purchase any remainingoutstanding CAG Shares to €51 per share (plus interest on€41.92 per share) for all minority shareholders that wouldaccept the increased offer on or prior to September 29, 2005 and waivetheir rights to participate in an increase of the offer considerationas a result of the pending award proceedings. In addition, allshareholders who tendered their shares pursuant to the mandatory offerof €41.92 per share commenced in September 2004 andcontinuing as of the date of this filing, were entitled to claim thedifference between the increased offer of €51 per share andthe mandatory offer of €41.92 per share. Any shareholderwho accepted the increased offer of €51 per share, orclaimed the difference between the mandatory offer and the increasedoffer, was obligated to agree to waive its rights to participate in anypossible future increase of the offer consideration as a result of thepending award proceedings. For minority shareholders who did not acceptthe increased offer on or prior to the September 29, 2005 expirationdate, the terms of the original €41.92 per share mandatoryoffer will continue to apply. The mandatory offer will expire onDecember 1, 2005, unless further extended.

As of November 2,2005, the Company increased its ownership interest in CAG toapproximately 98% as a result of additional shares tenderedunder the mandatory offer.

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

Pro forma information

Thefollowing pro forma information for the nine months ended September 30,2004 was prepared as if the Acquisition had occurred as of thebeginning of suchperiod:

|                    |  |                                    |       |         |  |  |
|--------------------|--|------------------------------------|-------|---------|--|--|
|               |  | NineMonths EndedSeptember 30, 2004 |
|               |  | (in $millions)                     |
| Netsales           |  |                               | 3,737 |    |
| Operatingprofit    |  |                               | 149   |    |
| Net earnings(loss) |  |                               | (9    | )  |
|                    |

Pro forma adjustments includeadjustments for (1) purchase accounting, including (i) the applicationof purchase accounting to pension and other postretirement obligations(ii) the application of purchase accounting to property, plant andequipment and intangible assets, (2) adjustments for items directlyrelated to the transaction, including (i) the impact of the additionalpension contribution, (ii) fees incurred by the Company related to theAcquisition, and (iii) adjustments to interest expense to reflect theCompany's new capital structure, and (3) correspondingadjustments to income tax expense.

The pro forma information isnot necessarily indicative of the results that would have occurred hadthe Acquisition occurred as of the beginning of the period presented,nor is it necessarily indicative of future results.

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.As indicated in Note 2, pursuant to an agreement with two shareholdersof CAG to acquire 5.9 million additional shares, the Company, subjectto certain conditions, increased its offer to acquire all remainingoutstanding CAG Shares from all minority shareholders that accepted theMandatory Offer on or prior to September 29, 2005. This increased offerexpired on September 29, 2005. The net guaranteed fixed annual paymentmay, depending on applicable corporate tax rates, in the future behigher, lower or the same as €2.89 per share. For thethree and nine months ended September 30, 2005, a charge of $5million and $20 million, respectively, was recorded in Other income(expense), net for the anticipated guaranteed payment.

BeginningOctober 1, 2004, under the terms of the Domination Agreement, thePurchaser, as the dominating entity, among other things, is required tocompensate Celanese AG for any statutory annual loss incurred byCelanese AG, the dominated entity, on a non-consolidated basis, at theend of the fiscal year when the loss was incurred. This obligation tocompensate Celanese AG for annual losses will apply during the entireterm of the Domination Agreement.

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

There is no assurance that the DominationAgreement will remain operative in its current form. If the DominationAgreement ceases to be operative, the Company will not be able todirectly give instructions to the Celanese AG board of management. TheDomination Agreement cannot be terminated by the Purchaser in theordinary course until September 30, 2009. However, irrespective ofwhether a domination agreement is in place between the Company andCelanese AG, under German law Celanese AG is effectively controlled bythe Company because of the Company's approximate 98%ownership of the outstanding CAG Shares. The Company does have theability, through a variety of means, to utilize its controlling rightsto, among other things, (1) cause a domination agreement to becomeoperative; (2) use its ability, through its approximately 98%voting power at any shareholders' meetings of Celanese AG, toelect the shareholder representatives on the supervisory board and tothereby effectively control the appointment and removal of the membersof the Celanese AG board of management; and (3) effect all decisionsthat an approximately 98% majority shareholder is permitted tomake under German law. The controlling rights of the Company constitutea controlling financial interest for accounting purposes and result inthe Company being required to consolidate CAG as of the date ofacquisition.

Organizational Restructuring

In October2004, Celanese Holdings and certain of its subsidiaries completed anorganizational restructuring (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 toguarantee the senior subordinated notes issued on June 8, 2004 and July1, 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 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,

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

and $200 million of which was used as theprimary financing for the February 2005 acquisition of the Vinamulbusiness (See Notes 6 and  9). Additionally, the amended andrestated Senior Credit Facilities included a $242 million delayed drawterm loan. The delayed draw facility expired unutilized in July 2005.In April and May 2005, the Company declared and paid $578 million ofthe net proceeds to its ultimate Parent, Celanese Corporation, throughCrystal US Holdings 3 L.L.C., in the form of dividends.

5.    Accounting Changes and New AccountingPronouncements

AccountingChanges

In December 2004, the FASB issued SFAS No. 153,Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,Accounting for Nonmonetary Transactions. The amendments made bySFAS No. 153 are based on the principle that exchanges of nonmonetaryassets should be measured based on the fair value of the assetsexchanged. Further, the amendments eliminate the narrow exception fornonmonetary exchanges of similar productive assets and replace it witha broader exception for exchanges of nonmonetary assets that do nothave commercial substance. The statement is effective for nonmonetaryasset exchanges occurring in fiscal periods beginning after  June15, 2005. Earlier application is permitted for nonmonetary assetexchanges occurring in fiscal periods beginning after the date ofissuance. The provisions of this statement were applied prospectively.The adoption of SFAS No. 153 did not have a material impact on theresults of operations and financial position as of and for the threemonths ended September 30, 2005.

During 2004, the Predecessorchanged its inventory valuation method of accounting for its USsubsidiaries from the LIFO method to the FIFO method to conform to theSuccessor's accounting policy. The Predecessor's financialstatements have been restated to reflect this change.

OnNovember 3, 2005, the FASB issued Staff Position("FSP") No. FAS 115-1 and FAS 124-1, TheMeaning of Other-Than-Temporary Impairment and Its Application toCertain Investments. The guidance in this FSP addresses thedetermination as to when an investment is considered impaired, whetherthat impairment is other than temporary, and the measurement of animpairment loss. The guidance is to be applied prospectively in periodsbeginning after December 15, 2005. The Company is in the process ofdetermining the impact that this FSP will have on its results ofoperations and financial position.

On December 8, 2003, theMedicare Prescription Drug, Improvement and Modernization Act of 2003(the "Medicare Act"') was signed intolaw. The Medicare Act introduces a prescription drug benefit underMedicare ("Medicare Part D") as well as afederal subsidy to sponsors of retiree health care benefit plans thatprovide a benefit that is at least actuarially equivalent to MedicarePart D. As of 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 Medicare Act in the measurement of its AccumulatedPostretirement Benefit Obligation (APBO) and the effect to net periodicpostretirement benefit costs. Specific guidance with respect toaccounting for the effects of the Medicare Act was issued in FSP No.106-2, Accounting and Disclosure Requirements Related to theMedicare Prescription Drug, Improvement and Modernization Act of 2003,and the Company has adopted the provisions of FSP No. 106-2 as ofthe Effective Date, and included any impact in the overall measurementof the liabilities of the U.S. postretirement medical plans in purchaseaccounting.

In March 2005, the FASB issued FSP No. FIN 46(R)-5,Implicit Variable Interests under FASB Interpretation No. 46(revised December 2003). FSP FIN 46(R)-5 addresses whether areporting enterprise should consider whether it holds an implicitinterest in a variable interest entity or potential variable interestentity when specific conditions exist. The provisions of FSP FIN46(R)-5 are 

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

applicable for reporting periods beginningafter March 3, 2005 (the Company's fiscal quarter ending June 30,2005). FSP FIN 46(R)-5 did not have a material impact on theCompany's consolidated financial statements for the three monthsended September 30, 2005.

Recent AccountingPronouncements

In May 2005, the FASB issued Statement ofFinancial Accounting Standards No. 154, Accounting Changes and ErrorCorrections – A Replacement of APB Opinion No. 20 and FASBStatement No. 3 ("SFAS No. 154"). SFASNo. 154 requires retrospective application to prior period financialstatements 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 September 2005, the FASB's Emerging Issues TaskForce ("EITF") reached a concensus on IssueNo. 04-13, Accounting for Purchases and Sales of Inventory with theSame Counterparty. This consensus outlines the treatment of salesand purchases of inventory between an entity and the same counterpartyas one transaction for purposes of applying Accounting Principles BoardOpinion 29. The guidance is to be applied prospectively in periodsbeginning after March 15, 2006. The Company is evaluating the impact ofEITF 04-13 on its financial statements.

In June 2005, theFASB's Emerging Issues Task Force reached a consensus on IssueNo. 05-6, Determining the Amortization Period for LeaseholdImprovements ("EITF Issue No. 05-6"). Theguidance requires that leasehold improvements acquired in a businesscombination or purchased subsequent to the inception of a lease beamortized over the lesser of the useful life of the assets or a termthat includes renewals that are reasonably assured at the date of thebusiness combination or purchase. The guidance is effectiveprospectively for leasehold improvements acquired in periods beginningafter June 29, 2005. As the Company has not completed its purchaseaccounting related to the acquisition of Acetex Corporation (see Note6), the Company is still evaluating the impact of EITF Issue No. 05-6on its results of operations and financial position.

In March2005, FASB issued Interpretation No. 47, Accounting for ConditionalAsset Retirement Obligations – an interpretation of FASBStatement No. 143 ("FIN No. 47"). FIN No.47 provides guidelines as to when a company is required to record aconditional asset retirement obligation. In general, an entity isrequired to recognize a liability for the fair value of a conditionalasset retirement 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 FASBrevised SFAS No. 123, Accounting for Stock Based Compensation("SFAS No. 123R"), which requires thatthe cost from all share-based payment transactions be recognized in thefinancial statements. In March 2005, the SEC issued Staff AccountingBulletin No. 

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

107 ("SAB 107")regarding the SEC's interpretation of SFAS 123R and the valuationof share-based payments for public companies. The SEC has deferred SFASNo. 123R until the first annual period beginning after June 15, 2005.Accordingly, the Company intends to comply with SFAS No. 123R beginningwith the fiscal year commencing January 1, 2006. The Company iscurrently evaluating the potential impact of SFAS No. 123R, although itis anticipated that the adoption will have a negative impact on itsresults of operations.

In November 2004, the FASB issued SFASNo. 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 acquired was approximately$280 million. The net sales and operating profit (loss) of the Vinamulbusiness included in the Company's results of operations were$279 million and ($4) million, respectively, for the nine months endedSeptember 30, 2005.

In July 2005, the Company acquired AcetexCorporation ("Acetex") for $270 million andassumed Acetex's $247 million of debt, which is net of cashacquired of $54 million. Acetex's operations include an acetylsbusiness with plants in Europe and a North-American specialty polymersand film business. The Company acquired Acetex using existing cash. TheCompany caused Acetex to exercise its option to redeem its10 7/8% senior notes due 2009 totallingapproximately $265 million. The redemption was funded primarily withcash on hand and occurred on August 19, 2005. The redemption price wasapproximately $280  million, which represents 105.438% ofthe outstanding principal amount, plus accrued and unpaid interest toAugust 19, 2005. On August 25, 2005, the 

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

Company repaid the remaining $36 million ofassumed debt with available cash. Pro forma financial information hasnot been provided as the acquisition did not have a material impact onthe Company's results of operations. The estimated fair value ofthe total assets acquired was approximately $495 million. The net salesand operating profit (loss) of the Acetex business included in theCompany's results of operations were $115 million and ($1)million, respectively, for the nine months ended September 30,2005.

Divestitures:

In July 2005, inconnection with the Vinamul transaction, the Company agreed to sell itsemulsion powders business to ICI for approximately $25 million. Thetransaction includes a supply agreement whereby the Company will supplyproduct to ICI for a period of up to fifteen years. Closing of thetransaction occurred in September 2005. Net sales for the emulsionspowders business for the nine months ended September 30, 2005 wereapproximately $30 million and net earnings for the same period wasapproximately $1 million.

In February 2004, the Predecessor soldits 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.

In August 2005, the Company and Hatco Corporationagreed to wind up Estech GmbH, its venture for neopropyl esters. TheCompany recorded an impairment charge of $10 million related to thismatter in the second quarter of 2005.

7.    Inventories

|                          |  |                         |  |                        |     |        |  |  |  |  |
|--------------------------|--|-------------------------|--|------------------------|-----|--------|--|--|--|--|
|                     |  | Successor               |
|                     |  | Asof September 30, 2005 |  | As of December 31,2004 |
|                     |  | (in $millions)          |
| Finishedgoods            |  | 461                     |  |                   | 470 |   |
| Work-in-process          |  |   24          |  |                   | 26  |   |
| Rawmaterials andsupplies |  | 140                     |  |                   | 122 |   |
| TotalInventories         |  | 625                     |  |                   | 618 |   |
|                          |

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

As a result of the acquisition of Vinamul(See Note 6), the Company acquired inventory with a fair value of $24million, which included $1 million in capitalized manufacturing profitin inventory. The inventory was sold prior to July 1, 2005.

As aresult of the acquisition of Acetex (see Note 6), the Company acquiredinventory with a fair value of $74 million, which included $9 millionin capitalized manufacturing profit in inventory, of which $9 millionwas sold prior to October 1, 2005.

As a result of the acquisitionof the additional CAG shares (see Note 2), the Company recordedpreliminary purchase accounting adjustments which included a $6 millioninventory step-up related to capitalized manufacturing profit ininventory. The inventory was sold prior to October 1,2005.

8.    Intangible Assets

Goodwill

|                                                   |  |                  |        |                 |  |        |         |                     |  |        |         |        |  |        |         |        |  |        |        |        |  |  |
|---------------------------------------------------|--|------------------|--------|-----------------|--|--------|---------|---------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|                                              |  | ChemicalProducts |        | AcetateProducts |  | Ticona |         | PerformanceProducts |  | Total  |
|                                              |  | (in $millions)   |
| **Successor**                                     |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |   |
| Carryingvalue of goodwill as of December 31,2004  |  |             | 193    |            |  |   | 180     |                |  |   | 290     |   |  |   | 84      |   |  |   | 747    |   |
| Acquisitionof VinamulPolymers                     |  |             | 27     |            |  |   | — |                |  |   | — |   |  |   | — |   |  |   | 27     |   |
| AcquisitionofAcetex                               |  |             | 244    |            |  |   | — |                |  |   | — |   |  |   | — |   |  |   | 244    |   |
| Acquisitionof CAG                                 |  |             | 6      |            |  |   | 7       |                |  |   | 1       |   |  |   | 1       |   |  |   | 15     |   |
| Exchangeratechanges                               |  |             | 4      |            |  |   | 4       |                |  |   | 1       |   |  |   | — |   |  |   | 9      |   |
| Carryingvalue of goodwill as of September 30,2005 |  |             | 474    |            |  |   | 191     |                |  |   | 292     |   |  |   | 85      |   |  |   | 1,042  |   |
|                                                   |

Inconnection with the acquisition of Vinamul (See Note 6), the Companyhas preliminarily allocated the purchase price to assets acquired andliabilities assumed based on the preliminary estimate of their fairvalue. The excess of the purchase price over the amounts allocated toassets and liabilities is included in goodwill, and is preliminarilyestimated to be $27 million at September 30, 2005. The Company is inthe process of determining the fair value of all assets acquired andliabilities assumed. The Company expects to finalize the purchaseaccounting for this transaction in the fourth quarter of 2005.

Inconnection with the acquisition of Acetex (See Note 6), 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 ispreliminary estimated to be $244 million at September 30, 2005. TheCompany is in the process of determining the fair value of all assetsacquired and liabilities assumed. The Company expects to finalize thepurchase accounting for this transaction as soon as practical, but nolater than June 30, 2006.

In connection with the acquisitions ofVinamul Polymers and Acetex, at the acquisition dates, the Companybegan formulating a plan to exit or restructure certain activities. TheCompany has not completed this analysis, and as of September 30, 2005,has not recorded any liabilities associated with these activities. Asthe Company finalizes any plans to exit or restructure activities, itmay record additional liabilities, for among other things, severanceand severance related costs, and such amounts could bematerial.

In nine months ended September 30, 2005, the Companyincreased goodwill by $15 million as a result of purchase accountingadjustments related to the Acquisition and acquisition of additionalCAG shares. Included in this adjustment is a $23 million increase togoodwill, and a corresponding increase to the Company's minorityinterest liability primarily associated with the organizationalrestructuring that occurred in October 2004 (See Note 2). As thisrepresented an immaterial adjustment, prior periods have not beenrestated.

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

Other IntangibleAssets

|                                   |  |                         |        |                        |  |        |         |         |  |  |
|-----------------------------------|--|-------------------------|--------|------------------------|--|--------|---------|---------|--|--|
|                              |  | Successor               |
|                              |  | Asof September 30, 2005 |        | As of December 31,2004 |
|                              |  | (in $millions)          |
| Trademarks andtradenames          |  |                    | 86     |                   |  |   | 68      |    |
| Customer relatedintangible assets |  |                    | 365    |                   |  |   | 365     |    |
| Developedtechnology               |  |                    | 9      |                   |  |   | 9       |    |
| Other intangibleassets            |  |                    | 10     |                   |  |   | — |    |
| Totalintangible assets,gross      |  |                    | 470    |                   |  |   | 442     |    |
|                              |  |                    |   |                   |  |   |    |    |
| Less:accumulatedamortization      |  |                    | (77    | )                 |  |   | (42     | )  |
| Totalintangible assets,net        |  |                    | 393    |                   |  |   | 400     |    |
|                                   |

Aggregateamortization expense charged against earnings for intangible assetswith finite lives during the three months ended September 30, 2005 andSeptember 30, 2004 totaled $14 million and $12 million, respectively.Aggregate amortization expense charged against earnings for intangibleassets with finite lives during the nine months ended September 30,2005 and the six months ended September 30, 2004 and the three monthsended March  31, 2004 totaled $38 million, $13 million and $2million, respectively.

In connection with the acquisition ofVinamul, the Company entered into a five-year non-compete agreementwith the ICI. The contract has a preliminary fair value of $10 million.In addition, the Company has identified other intangible assets with anestimated value of $11 million. As the Company has not finalized itspurchase price allocation, these amounts could change based on finalvaluations. In addition, other intangible assets may be identified.

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

9.    Debt

|                                                                                                                          |  |                         |         |                        |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------|--|-------------------------|---------|------------------------|--|--------|---------|--------|--|--|
|                                                                                                                     |  | Successor               |
|                                                                                                                     |  | Asof September 30, 2005 |         | As of December 31,2004 |
|                                                                                                                     |  | (in $millions)          |
| **Short-term borrowingsand current installments of long-termdebt**                                                       |  |                    |    |                   |
| Current installments of long-termdebt                                                                                    |  |                    | 48      |                   |  |   | 15      |   |
| Short-term borrowingsfromAffiliates                                                                                      |  |                    | 133     |                   |  |   | 128     |   |
| Other                                                                                                                    |  |                    | — |                   |  |   | 1       |   |
| Totalshort-term borrowings and current installments of long-termdebt                                                     |  |                    | 181     |                   |  |   | 144     |   |
| **Long-termdebt**                                                                                                        |  |                    |    |                   |  |   |    |   |
| Senior CreditFacilities:                                                                                                 |  |                    |    |                   |  |   |    |   |
| Term loanfacility                                                                                                        |  |                    | 1,719   |                   |  |   | 624     |   |
| Revolvingcredit facility                                                                                                 |  |                    | 35      |                   |  |   | — |   |
| FloatingRate Term 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                            |  |                    | 56      |                   |  |   | 49      |   |
| Otherborrowings                                                                                                          |  |                    | 21      |                   |  |   | — |   |
| Subtotal                                                                                                                 |  |                    | 2,993   |                   |  |   | 2,731   |   |
| Less:Current installments of long-termdebt                                                                               |  |                    | 48      |                   |  |   | 15      |   |
| Totallong-termdebt                                                                                                       |  |                    | 2,945   |                   |  |   | 2,716   |   |
|                                                                                                                          |

Inthe first quarter of 2005, the Company borrowed an additional $1,135million under the amended and restated senior credit facilities. Aportion 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 unutilized inJuly 2005.

The revolving credit facility, through a syndicationof banks, 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 the first quarter of 2005, therevolving credit facility was increased from $380 million to $600million under the amended and restated senior credit facilities. As ofSeptember 30, 2005, $507 million remained available for borrowing underthe revolving credit facility, taking into account letters of creditissued under the revolving credit facility. As of September 30, 2005,there was $35 million borrowed under the revolving credit facility and$58 million of letters of credit had been issued under the revolvingcredit facility.

In addition, the Company has a $228 millioncredit-linked revolving facility, which matures in 2009. Thecredit-linked revolving facility, includes borrowing capacity availablefor letters of credit. As 

23

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

of September 30, 2005, there was $226million of letters of credit issued under the credit-linked revolvingfacility and an additional $2 million was available for borrowing.

As detailed in Note 6, in July 2005, the Company acquired Acetex for$270 million and assumed Acetex's $247 million of net debt, whichis net of cash acquired of $54 million. The Company caused Acetex toexercise its option to redeem its 10 7/8% seniornotes due 2009 totaling $265 million. The redemption was fundedprimarily with cash on hand and occurred on August 19, 2005. Theredemption price was approximately $280 million, which represents105.438% of the outstanding principal amount, plus accured andunpaid interest to August 19, 2005. On August 25, 2005, the Companyrepaid the remaining $36 million of assumed debt with availablecash.

The Company was in compliance with all of the financialcovenants related to its debt agreements as of September 30, 2005.

Interest expense

The components ofinterest expense are as follows:

|                                                                                |  |                                      |         |                                      |  |                                    |         |                                    |  |                                  |     |        |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------------------------------------------------|--|--------------------------------------|---------|--------------------------------------|--|------------------------------------|---------|------------------------------------|--|----------------------------------|-----|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                                           |  | Successor                            |         | Predecessor                          |
|                                                                           |  | ThreeMonths Ended September 30, 2005 |         | ThreeMonths Ended September 30, 2004 |  | NineMonthsEnded September 30, 2005 |         | Six MonthsEnded September 30, 2004 |  | Three Months EndedMarch 31, 2004 |
|                                                                           |  | (in $millions)                       |
| Accelerated amortization of deferredfinancing costs on early redemption ofdebt |  |                                 | — |                                 |  |                               | — |                               |  |                             | 23  |   |  |   | 71      |   |  |   | — |   |
| Premium paid on early redemption ofdebt                                        |  |                                 | — |                                 |  |                               | — |                               |  |                             | 55  |   |  |   | — |   |  |   | — |   |
| Otherinterestexpense                                                           |  |                                 | 62      |                                 |  |                               | 57      |                               |  |                             | 183 |   |  |   | 110     |   |  |   | 6       |   |
| Totalinterestexpense                                                           |  |                                 | 62      |                                 |  |                               | 57      |                               |  |                             | 261 |   |  |   | 181     |   |  |   | 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 September 30, 2005 |         | ThreeMonths Ended September 30, 2004 |  | ThreeMonths Ended September 30, 2005 |         | ThreeMonths Ended September 30,2004 |
|                                       |  |                                 |         | (in $millions)                       |  |                                 |
| **Components of netperiodic benefit cost** |  |                                 |    |                                 |  |                                 |    |                                |  |   |    |   |  |   |    |   |
| Servicecost                                |  |                                 | 11      |                                 |  |                                 | 10      |                                |  |   | 1       |   |  |   | 1       |   |
| Interestcost                               |  |                                 | 46      |                                 |  |                                 | 44      |                                |  |   | 6       |   |  |   | 6       |   |
| Expectedreturn on planassets               |  |                                 | (51     | )                               |  |                                 | (43     | )                              |  |   | — |   |  |   | — |   |
| Recognizedactuarialloss                    |  |                                 | — |                                 |  |                                 | 1       |                                |  |   | — |   |  |   | — |   |
| Settlementloss                             |  |                                 | — |                                 |  |                                 | 4       |                                |  |   | — |   |  |   | — |   |
| Specialterminationbenefit                  |  |                                 | 1       |                                 |  |                                 | (1      | )                              |  |   | — |   |  |   | — |   |
| Curtailmentloss                            |  |                                 | 2       |                                 |  |                                 | — |                                |  |   | — |   |  |   | — |   |
| Netperiodic benefitcost                    |  |                                 | 9       |                                 |  |                                 | 15      |                                |  |   | 7       |   |  |   | 7       |   |
|                                            |

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

|                                           |  |                                                                                                                |         |                                   |  |                                  |         |                                     |  |                                  |         |                                  |  |        |         |         |  |        |         |        |  |        |         |         |  |  |
|-------------------------------------------|--|----------------------------------------------------------------------------------------------------------------|---------|-----------------------------------|--|----------------------------------|---------|-------------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                      |  | DefinedBenefit Obligations                                                                                     |         | Other PostretirementObligations   |
|                                      |  | Successor                                                                                                      |         | Predecessor                       |  | Successor                        |         | Predecessor                         |
|                                      |  | NineMonths Ended September 30, 2005                                                                            |         | SixMonthsEnded September 30, 2004 |  | Three MonthsEnded March 31, 2004 |         | Nine Months EndedSeptember 30, 2005 |  | Six MonthsEnded September30,2004 |         | Three Months Ended March 31,2004 |
|                                      |  |                 (in$ millions) |
| **Components of net periodicbenefitcost** |  |                                                                                                           |    |                              |  |                             |    |                                |  |                             |    |                             |  |   |    |    |  |   |    |   |  |   |    |    |
| Servicecost                               |  |                                                                                                           | 31      |                              |  |                             | 20      |                                |  |                             | 9       |                             |  |   | 2       |    |  |   | 2       |   |  |   | 1       |    |
| Interestcost                              |  |                                                                                                           | 136     |                              |  |                             | 88      |                                |  |                             | 40      |                             |  |   | 18      |    |  |   | 12      |   |  |   | 6       |    |
| Expectedreturn on planassets              |  |                                                                                                           | (149    | )                            |  |                             | (86     | )                              |  |                             | (40     | )                           |  |   | — |    |  |   | — |   |  |   | — |    |
| Amortizationof prior servicecost          |  |                                                                                                           | — |                              |  |                             | — |                                |  |                             | 1       |                             |  |   | — |    |  |   | — |   |  |   | (1      | )  |
| Recognizedactuarialloss                   |  |                                                                                                           | — |                              |  |                             | 2       |                                |  |                             | 6       |                             |  |   | — |    |  |   | — |   |  |   | 2       |    |
| Settlementloss                            |  |                                                                                                           | — |                              |  |                             | 4       |                                |  |                             | — |                             |  |   | — |    |  |   | — |   |  |   | — |    |
| Specialterminationbenefit                 |  |                                                                                                           | 1       |                              |  |                             | — |                                |  |                             | — |                             |  |   | — |    |  |   | — |   |  |   | — |    |
| Curtailment(gain)/loss                    |  |                                                                                                           | 2       |                              |  |                             | — |                                |  |                             | — |                             |  |   | (1      | )  |  |   | — |   |  |   | — |    |
| Netperiodic benefitcost                   |  |                                                                                                           | 21      |                              |  |                             | 28      |                                |  |                             | 16      |                             |  |   | 19      |    |  |   | 14      |   |  |   | 8       |    |
|                                           |

TheCompany previously disclosed in its financial statements for the yearended December 31, 2004 that it expected to contribute $7 million toits Canadian defined benefit pension plans in 2005. As of September 30,2005, $6 million of contributions have been made. The Company presentlyanticipates contributing an additional $2 million to fund its definedbenefit pension plans in 2005, bringing the full year contributions to$8 million.

The Company previously disclosed in its financialstatements for the year ended December 31, 2004 that it expected tomake benefit payments of $47 million under the provisions of its otherpostretirement benefit plans. As of September 30, 2005, $35 million ofbenefit payments have been made. The Company presently anticipatespaying an additional $12 million in other postretirement benefitsduring the fourth quarter 2005.

Contributions to the definedcontribution plans are based on specified percentages of employeecontributions and aggregated $9 million, $5 million and $3 million forthe nine months ended September 30, 2005, the six months endedSeptember 30, 2004 and the three months ended March 31, 2004,respectively.

In connection with the acquisition of CAG, thePurchaser 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 nine months endedSeptember 30, 2005.

In connection with the Company'sacquisition of Vinamul and Acetex, it assumed certain obligationsrelated to the acquired pension and postretirement benefit plans. TheCompany is in the process of evaluating the affects of purchaseaccounting regarding these obligations.

As part of arestructuring program announced in October 2004, the Company closedcertain plants related to its acetate filament production and hasconsolidated its acetate flake and tow operations from five locationsto three. This resulted in the reduction of nearly 600 United Statesemployees triggering a curtailment. The curtailment resulted in anincrease in the Projected Benefit Obligation (PBO) and a correspondingcurtailment loss of $2 million for the pension plan during the threemonths ended September 30, 2005.

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

11.    Shareholders'Equity

The capital structure of the Company consists ofone class of $0.01 par value ordinary shares. At September 30, 2005 andDecember 31, 2004, there was one share issued and outstanding toCrystal US Holdings 3 L.L.C., the Company's sole shareholder.Subsequent to September 30, 2005, the Company declared dividendsaggregating $9 million to its Parent.

Other ComprehensiveIncome (Loss)

Other comprehensive income (loss) totaled$(117) million, $0 million and $(39) million for the nine months endedSeptember 30, 2005, the six months ended September 30, 2004 and thethree months ended March 31, 2004, respectively. These amounts were netof tax expense (benefit) of $(13) million, $1 million and $2 millionfor the nine months ended September 30, 2005, the six months endedSeptember 30, 2004 and the three months ended March 31, 2004,respectively.

As part of the curtailment charge discussed in Note10, the Company's U.S. qualified pension benefit plan and thepostretirement benefit plan obligations were remeasured to reflect thediscount rate and market value of plan assets as of September 30, 2005.This remeasurement resulted in additional minimum liability ofapproximately $92 million with an offsetting charge to accumulatedother comprehensive income (loss). In addition, the Company performedits annual remeasurement of its German pension benefit plans as ofSeptember 30, 2005. The remeasurement resulted in a pretax additionalminimum liability of $29 million (taxes of $12 million), with anoffsetting charge to accumulated other comprehensive income (loss).

12.    Commitments and Contingencies

The Companyis involved in a number of legal proceedings, lawsuits and claimsincidental to the normal conduct of our business, relating to suchmatters as product liability, antitrust, past waste disposal practicesand release of chemicals into the environment. While it is impossibleat this time to determine with certainty the ultimate outcome of theseproceedings, lawsuits and claims, management believes that adequateprovisions have been made and that the ultimate outcomes will not havea material adverse effect on our financial position, but may have amaterial adverse effect on the results of operations or cash flows inany given accounting period.

The following disclosure should beread in conjunction with the Company's Annual Report on Form 10-Kfor the year ended December 31, 2004.

PlumbingActions

CNA Holdings, Inc. ("CNAHoldings"), a U.S. subsidiary of the Company, whichincluded the U.S. business now conducted by the Ticona segment, alongwith Shell Oil Company ("Shell"), E.I. DuPontde Nemours and Company ("DuPont") and others,has been a defendant in a series of lawsuits, including a number ofclass actions, alleging that plastics manufactured by these companiesthat were utilized in the production of plumbing systems forresidential property were defective or caused such plumbing systems tofail. Based on, among other things, the findings of outside experts andthe successful use of Ticona's acetal copolymer in similarapplications, CNA Holdings does not believe Ticona's acetalcopolymer was defective or caused the plumbing systems to fail. In manycases CNA Holdings' exposure may be limited by invocation of thestatute of limitations since CNA Holdings ceased selling the resin foruse in the plumbing systems in site built homes during 1986 and inmanufactured homes during 1990.

CNA Holdings has been named adefendant in ten putative class actions, as well as a defendant inother non-class actions filed in ten states, the U.S. Virgin Islands,and Canada. In these actions, the plaintiffs typically have soughtrecovery for alleged property damages and, in some cases, additionaldamages under the Texas Deceptive Trade Practices Act or similar typestatutes. Damage amounts have not been specified.

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

In order to reduce litigation expensesand to provide relief to qualifying homeowners, in November 1995, CNAHoldings, DuPont and Shell Oil Company entered into national classaction settlements, which have been approved by the courts. Thesettlements call for the replacement of plumbing systems of claimantswho have had qualifying leaks, as well as reimbursements for certainleak damage. Furthermore, the three companies have agreed to fund thesereplacements and reimbursements up to $950 million. As of September 30,2005, the aggregate funding is $1,073 million due to additionalcontributions and funding commitments made primarily by other parties.There are approximately ten additional pending lawsuits not discussedherein; however, these cases do not involve (either individually or inthe aggregate) a large number of homes, and management does not expectthe obligations arising from these lawsuits to have a material adverseeffect on the Company.

In 1995, CNA Holdings and Shell OilCompany settled the claims relating to individuals in Texas owning atotal of 110,000 property units, who are represented by a Texas lawfirm, for an amount that will not exceed $170 million. These claimantsare also eligible for a replumb of their homes in accordance with termssimilar to those of the national class action settlement. CNAHoldings' and Shell Oil Company's contributions under thissettlement were subject to allocation as determined by bindingarbitration.

In addition, a lawsuit filed in November 1989 inDelaware Chancery Court, between CNA Holdings and various of itsinsurance companies relating to all claims incurred and to be incurredfor the product liability exposure led to a partial declaratoryjudgment in CNA Holdings' favor. As a result, settlements havebeen reached with a majority of CNA Holdings' insurers specifyingtheir responsibility for these claims.

In February 2005, CNAHoldings reached a settlement agreement through mediation with anotherinsurer, pursuant to which the insurer paid CNA Holdings $44 million inexchange for the release of certain claims against the policy with theinsurer. This amount was recorded as a reduction of goodwill as ofDecember 31, 2004 and was received during the nine months endedSeptember 30, 2005.

CNA Holdings has accrued its best estimateof its share of the plumbing actions. At  September 30, 2005, theCompany has remaining accruals of $68 million for this matter.Management believes that the plumbing actions are adequately providedfor in the Company's financial statements and that they will nothave a material adverse effect on our financial position. However, ifthe Company 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 September 30, 2005,the Company has $31 million of receivables related to a settlement withan insurance 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 a

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

wholly owned subsidiary of Hoechst, and anumber of competitors with a statement of objections alleging unlawful,anticompetitive behavior affecting the European sorbates market. InOctober 2003, the European Commission ruled that Hoechst, ChissoCorporation, Daicel Chemical Industries Ltd., The Nippon SyntheticChemical Industry Co. Ltd. and Ueno Fine Chemicals Industry Ltd.operated a cartel in the European sorbates market between 1979 and1996. The European Commission imposed a total fine of €138million, of which €99 million was assessed againstHoechst. The case against Nutrinova was closed. The fine againstHoechst is based on the European Commission's finding thatHoechst does not qualify under the leniency policy, is a repeatviolator and, together with Daicel, was a co-conspirator. InHoechst's favor, the European Commission gave a discount forcooperating in the investigation. Hoechst appealed the EuropeanCommission's decision in December 2003, and that appeal is stillpending.

In addition, several civil antitrust actions bysorbates 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., previouslypending in the Superior Court of New Jersey, Law Division, GloucesterCounty, was dismissed in October 2005 for failure to prosecute. Theplaintiff alleged violations of the New Jersey Antitrust Act and theNew Jersey Consumer Fraud Act and sought unspecified damages. The onlyother private action previously pending, Freeman v. Daicel etal., had been dismissed. The plaintiffs lost their appeal to theSupreme Court of Tennessee in August 2005 and have since filed a motionfor leave.

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. Daicel Chemical Industries Ltd., et al. which was pending in theNew York State Supreme Court, New York County, was dismissed in August2005; however, it is still subject to appeal. In January 2005, Hoechst,Nutrinova, and other subsidiaries, as well as other sorbatesmanufacturers, entered into a settlement agreement with the AttorneysGeneral of Connecticut, Florida, Hawaii, Maryland, South Carolina,Oregon and Washington before these states filed suit. Pursuant to theterms of the settlement agreement, the defendants agreed to refrainfrom engaging in anticompetitive conduct with respect to the sale ordistribution of sorbates and pay approximately $1 million to the statesin satisfaction of all released claims.

Based on the advice ofexternal counsel and a review of the existing facts and circumstancesrelating to the sorbates matter, including the status of governmentinvestigations, as well as civil claims filed and settled, the Companyhas remaining accruals of $130 million. This amount is included incurrent liabilities at September 30, 2005 for the estimated lossrelated to this matter. Although the outcome of the remaining foregoingproceedings and claims of this matter cannot be predicted withcertainty, management's best estimate of the range of possibleadditional future losses and fines (in excess of amounts alreadyaccrued), including any that may result from the above notedgovernmental proceedings, as of September 30, 2005 is between $0 and $9million. The estimated range of such possible future losses ismanagement's best estimate based on the advice of externalcounsel taking into consideration potential fines and claims, bothcivil 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 

28

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

receivable from Hoechst and a correspondingcontribution of capital, net of tax, from this indemnification. As ofSeptember 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 its 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. Celanese International Corporation alsofiled a supplementary brief which, in view of changes in Taiwanesepatent laws, was subsequently converted to a civil action allegingdamages against CPDC based on a period of infringement of ten years,1991-2000, and based on CPDC's own data and as reported to theTaiwanese securities and exchange commission. Celanese InternationalCorporation's patent was held valid by the Taiwanese patentoffice. On August 31, 2005, a Taiwanese Court held that CPDC infringedCelanese International Corporation's acetic acid patent andawarded Celanese International Corporation approximately $28 millionfor the period of 1995 through 1999. The judgement has been appealed.The Company will not record income associated with this favorablejudgement until cash is received.

ShareholderLitigation

During August 2004, nine actions were broughtby minority shareholders against CAG in the Frankfurt District Court(Landgericht), all of which were consolidated in September 2004.Several minority shareholders joined these proceedings via a thirdparty intervention in support of the plaintiffs. The Purchaser joinedthe proceedings via a third party intervention in support of CAG.

Among other things, these actions request the court to set asideshareholder resolutions passed at the extraordinary general meetingheld on July 30 and 31, 2004 based on allegations that include thealleged violation of procedural requirements and information rights ofthe shareholders.

In a related matter, twenty-seven minorityshareholders filed lawsuits in May and June of 2005 in the FrankfurtDistrict Court (Landgericht) contesting the shareholderresolutions passed at the annual general meeting held May 19-20, 2005,which confirmed the resolutions passed at the July 30-31, 2004extraordinary general meeting. In conjunction with the acquisition of5.9 million CAG shares from two shareholders in August 2005, two ofthose lawsuits were withdrawn in August 2005. In June and September2005, Celanese AG was served in three actions filed in the FrankfurtDistrict Court (Landgericht), requesting that the court declaresome or all of the shareholder resolutions passed at the extraordinarygeneral meeting on July 30 and 31, 2004 null and void(Nichtigkeitsklage), based on allegations that certain formalrequirements necessary in connection with the invitation to theextraordinary general meeting had been violated. The Frankfurt DistrictCourt (Landgericht) has suspended the proceedings regarding theresolutions passed at the July 30-31, 2004 extraordinary generalmeeting described above as long as the lawsuits contesting theconfirmatory resolutions are pending.

Further, on August 2,2004, two minority shareholders instituted public register proceedingswith  each of the Königstein Local Court(Amtsgericht) and the Frankfurt District Court(Landgericht), both with a view to  have the registrationof the Domination Agreement in the Commercial Register deleted(Amtslöschungsverfahren). These actions are based on analleged violation of procedural 

29

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

requirements at the extraordinary generalmeeting, an alleged undercapitalization of the Purchaser and Blackstoneand an alleged misuse of discretion by the competent court with respectto the registration of the Domination Agreement in the CommercialRegister. In April 2005, the court of appeals rejected the demand byone shareholder for injunctive relief, and in June 2005 the FrankfurtDistrict Court (Landgericht) ruled that it does not havejurisdiction over this matter. The claims in the Königstein LocalCourt (Amtsgericht) are still pending.

Based uponinformation available as of September 30, 2005, the outcome of theforegoing proceedings cannot be predicted with certainty. Except forcertain challenges on limited grounds, the time period to bring forwardchallenges (Anfechtungsklagen) has expired.

The amountsof the fair cash compensation (Abfindung) and of the guaranteedfixed annual payment (Ausgleich) offered under the DominationAgreement may be increased in special award proceedings(Spruchverfahren) initiated by minority shareholders, which mayfurther reduce the funds the Purchaser can otherwise make available tothe Company. Several minority shareholders of CAG had initiated specialaward proceedings seeking the court's review of the amounts ofthe fair cash compensation (Abfindung) and of the guaranteedfixed annual payment (Ausgleich) offered under the DominationAgreement. As a result of these proceedings, the amount of the faircash consideration and the guaranteed fixed annual payment offeredunder the Domination Agreement could be increased by the court so thatall minority shareholders, including those who have already tenderedtheir shares into the Mandatory Offer and have received the fair cashcompensation could claim the respective higher amounts. This couldreduce the funds the Purchaser can make available to CelaneseHoldings and its subsidiaries and, accordingly, diminish our ability tomake payments on our indebtedness. However, the court dismissed all ofthese proceedings in March 2005 on the grounds of inadmissibility. Thedismissal has been appealed.

In February 2005, a minorityshareholder also brought a lawsuit against the Purchaser, as well as aformer member of CAG's board of management and a former member ofCAG's supervisory 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 withdrawn his appeal.

Based upon theinformation available as of September 30, 2005, the outcome of theforegoing proceedings cannot be predicted with certainty.

Guarantees

The Company has agreed to guarantee or indemnifythird parties for environmental and other liabilities pursuant to avariety of agreements, including asset and business divestitureagreements, leases, settlement agreements, and various agreements withaffiliated companies. Although many of these obligations containmonetary and/or time limitations, others do not provide suchlimitations.

The Company has accrued for all probable andreasonably estimable losses associated with all known matters or claimsthat have been brought to its attention.

These known obligationsinclude the following:

Demerger Obligations

The Companyhas obligations to indemnify Hoechst for various liabilities under theDemerger Agreement as follows:

30

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

|              |                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Companyagreed to indemnify Hoechst for environmental liabilities associatedwith contamination arising under 19 divestiture agreements entered intoby Hoechst prior to the demerger. |

The Company's obligationto indemnify Hoechst is subject 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 $34 million as of September 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 thenine months ended September 30, 2005 or at any point during 2004, inconnection with this indemnification.

DivestitureObligations

The Company and its predecessor companies agreed toindemnify third party purchasers of former businesses and assets forvarious pre-closing conditions, as well as for breaches ofrepresentations, warranties and covenants. Such liabilities alsoinclude environmental liability, product liability, antitrust and otherliabilities. These indemnifications and guarantees represent standardcontractual terms associated with typical divestiture agreements and,other than environmental liabilities, the Company does not believe thatthey expose the Company to any significant risk.

The Company andthe Predecessor have divested in the aggregate over 20 businesses,investments and facilities, through agreements containingindemnifications or guarantees to the purchasers. Many of theobligations contain monetary and/or time limitations, ranging from oneyear to 30 years. The aggregate amount of guarantees provided for underthese agreements is approximately $2.9 billion as of September 30,2005. Other agreements do not provide for any monetary or timelimitations.

Based on historical claims experience and itsknowledge of the sites and businesses involved, the Company believesthat it is adequately reserved for these matters. As of September 30,2005, the Company has reserves in the aggregate of $55 million for allsuch environmental matters.

Plumbing InsuranceIndemnifications

CAG entered into agreements with insurancecompanies related to product liability settlements associated withCelcon® plumbing claims. These agreements, except thosewith insolvent insurance companies, require the Company to indemnifyand/or defend these insurance companies in the event that third partiesseek additional monies for matters released in these agreements. Theindemnifications in these agreements do not provide for timelimitations.

31

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

In certain of the agreements, CAGreceived a fixed settlement amount. The indemnities under theseagreements generally are limited to, but in some cases are greaterthan, the amount received in settlement from the insurance company. Themaximum exposure under these indemnifications is $95 million. Othersettlement agreements have no stated limits.

There are otheragreements whereby the settling insurer agreed to pay a fixedpercentage of claims that relate to that insurer's policies. TheCompany has provided indemnifications to the insurers for amounts paidin excess of the settlement percentage. These indemnifications do notprovide for monetary or time limitations.

The Company hasreserves associated with these product liability claims. SeePlumbing Actions above.

Other Obligations

|              |                                                                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Company is secondarily liable under alease agreement pursuant to which the Company has assigned a directobligation to a third party. The lease assumed by the third partyexpires on April 30, 2012. The lease liability for the period fromOctober 1, 2005 to April 30, 2012 is estimated to be approximately $50million. |

|              |                                                                                                                                                                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Company has agreed toindemnify various 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, if the Companywere to incur additional charges for these matters, such charges mayhave a material adverse effect on the financial position, results ofoperations or cash flows of the Company in any given accountingperiod.

Other Matters

As of September30, 2005, Celanese Ltd. and/or CNA Holdings, Inc., both U.S.subsidiaries of the Company, are defendants in approximately 650asbestos cases. Because many of these cases involve numerousplaintiffs, the Company is subject to claims significantly in excess ofthe number of actual cases. The Company has reserves for defense costsrelated to claims arising from these matters. The Company believes thatthere is not significant exposure related to these matters.

Under the transaction and monitoring fee agreement/sponsor servicesagreement, the Company has agreed to indemnify the Advisor and itsaffiliates and their respective partners, members, directors, officers,employees, agents and representatives for any and all losses relatingto services contemplated by these agreements and the engagement of theAdvisor pursuant to, and the performance by the Advisor or the servicescontemplated by, these agreements. The Company has also agreed underthe transaction and monitoring fee agreement/sponsor services agreementto reimburse the Advisor and its affiliates for their expenses incurredin connection with the services provided under these agreements or inconnection with their ownership or subsequent sale of CelaneseCorporation stock (See Note 17).

On July 31, 2003, a federaldistrict court ruled that the formula used in International BusinessMachine Corporation's ("IBM") cashbalance pension plan violated the age discrimination provisions of theEmployee Retirement Income Security Act of 1974. The IBM decision,however, conflicts with the decisions from two other federal districtcourts and with the proposed regulations for cash balance plans issuedby the Internal Revenue Service in December 2002. IBM has announcedthat it will appeal the decision to the United States Court of Appealsfor the Seventh Circuit. The effect of the IBM decision on theCompany's cash balance plan cannot be determined at thistime.

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

From time to time, certain of our foreignsubsidiaries have made sales of acetate, sweeteners and polymerproducts to countries that are or have previously been subject tosanctions and embargoes imposed by the US government and the UnitedNations. These countries include Iran, Sudan and Syria, three countriescurrently identified by the U.S. State Department asterrorist-sponsoring states and other countries that previously havebeen identified by the U.S. State Department as terrorist-sponsoringstates, or countries to which sales have been regulated in connectionwith other foreign policy concerns. Approximately $10 million of thesesales by the Company's foreign subsidiaries may be in violationof regulations of the United States Treasury Department's Officeof Foreign Assets Control or OFAC or the United States Department ofCommerce's Bureau of Industry and Security. In addition, theCompany has recently discovered that two of our foreign subsidiariesmade approximately $180,000 of sales of emulsions to Cuba which wereapparently in violation of OFAC regulations. Cuba is also currentlyidentified by the U.S. State Department as a terrorist-sponsoringstate. The Company has informed the U.S. Treasury Department and theU.S. Department of Commerce of both of these matters and is currentlyengaged in preliminary discussions with the Departments. Our inquiryinto these transactions is continuing and the Departments' reviewof this matter is in a very preliminary stage. To the extent theCompany violated any regulations with respect to the above or othertransactions, the Company may be subject to fines or other sanctions,including possible criminal penalties, which may result in adversebusiness consequences. The Company does not expect these matters tohave a material adverse effect on its financial position, results ofoperations and cash flows.

13.    SpecialCharges

The components of special charges are asfollows:

|                                                   |  |                                      |         |                                      |  |        |         |         |  |  |
|---------------------------------------------------|--|--------------------------------------|---------|--------------------------------------|--|--------|---------|---------|--|--|
|                                              |  | Successor                            |
|                                              |  | ThreeMonths Ended September 30, 2005 |         | Three Months EndedSeptember 30, 2004 |
|                                              |  | (in $millions)                       |
| Employee terminationbenefits                      |  |                                 | (9      | )                               |  |   | (6      | )  |
| Plant/officeclosures                              |  |                                 | (1      | )                               |  |   | (52     | )  |
| Restructuringadjustments                          |  |                                 | — |                                 |  |   | 1       |    |
| TotalRestructuring                                |  |                                 | (10     | )                               |  |   | (57     | )  |
| Environmentalrelated plantclosures                |  |                                 | (12     | )                               |  |   | — |    |
| Assetimpairments                                  |  |                                 | (1      | )                               |  |   | — |    |
| Insurancerecoveries associated with plumbingcases |  |                                 | — |                                 |  |   | (1      | )  |
| Other                                             |  |                                 | (1      | )                               |  |   | (1      | )  |
| TotalSpecialCharges                               |  |                                 | (24     | )                               |  |   | (59     | )  |
|                                                   |

Specialcharges decreased to $24 million compared to $59 million for the sameperiod last year, primarily due to impairment charges associated withthe Acetate Products segment restructuring recorded in the thirdquarter of 2004. The third quarter of 2005 includes charges related toa change in environmental remediation strategy related to the closureof the Edmonton Methanol plant, severance associated with the sameclosure and severance related to the relocation of corporate offices of$12 million, $6 million and $3 million, respectively.

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

|                                                    |  |                                    |         |                                    |  |                                  |         |         |  |        |         |         |  |  |
|----------------------------------------------------|--|------------------------------------|---------|------------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                               |  | Successor                          |         | Predecessor                        |
|                                               |  | NineMonths EndedSeptember 30, 2005 |         | Six Months EndedSeptember 30, 2004 |  | Three Months Ended March 31,2004 |
|                                               |  | (in $millions)                     |
| Employee terminationbenefits                       |  |                               | (18     | )                             |  |                             | (7      | )  |  |   | (2      | )  |
| Plant/officeclosures                               |  |                               | (2      | )                             |  |                             | (52     | )  |  |   | — |    |
| Restructuringadjustments                           |  |                               | — |                               |  |                             | 1       |    |  |   | — |    |
| Total Restructuring                                |  |                               | (20     | )                             |  |                             | (58     | )  |  |   | (2      | )  |
| Termination of advisormonitoring services          |  |                               | (35     | )                             |  |                             | — |    |  |   | — |    |
| Environmental relatedplantclosures                 |  |                               | (12     | )                             |  |                             | — |    |  |   | — |    |
| Assetimpairments                                   |  |                               | (25     | )                             |  |                             | — |    |  |   | — |    |
| Advisoryservices                                   |  |                               | — |                               |  |                             | — |    |  |   | (25     | )  |
| Insurance recoveries associated withplumbing cases |  |                               | 4       |                               |  |                             | 1       |    |  |   | — |    |
| Other                                              |  |                               | (1      | )                             |  |                             | (1      | )  |  |   | (1      | )  |
| TotalSpecial Charges                               |  |                               | (89     | )                             |  |                             | (58     | )  |  |   | (28     | )  |
|                                                    |

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

The components of the restructuring reserves are 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             |  |                         | 10     |                 |  |   | — |    |  |   | 10     |    |
| Restructuringadditions                    |  |                         | 6      |                 |  |   | 52      |    |  |   | 58     |    |
| Cashand noncashuses                       |  |                         | (10    | )               |  |   | (54     | )  |  |   | (64    | )  |
| Restructuringreserve at September 30,2004 |  |                         | 31     |                 |  |   | 17      |    |  |   | 48     |    |
| Restructuring reserve at December 31,2004 |  |                         | 72     |                 |  |   | 14      |    |  |   | 86     |    |
| Purchaseaccountingadjustments             |  |                         | 1      |                 |  |   | — |    |  |   | 1      |    |
| Restructuringadditions                    |  |                         | 18     |                 |  |   | 14      |    |  |   | 32     |    |
| Cashand noncashuses                       |  |                         | (26    | )               |  |   | (20     | )  |  |   | (46    | )  |
| Currencytranslationadjustments            |  |                         | (2     | )               |  |   | — |    |  |   | (2     | )  |
| Othercharges                              |  |                         | (2     | )               |  |   | — |    |  |   | (2     | )  |
| Restructuringreserve at September 30,2005 |  |                         | 61     |                 |  |   | 8       |    |  |   | 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 

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

offering price. The options have a ten-yearterm with vesting terms pursuant to a schedule, with no vesting tooccur later than the 8th anniversary of the date of the grant.Accelerated vesting depends on meeting specified performance targets.Of the 11.8 million stock options outstanding, 11.3 million arenon-compensatory. The remaining 0.5 million options are subject tovariable plan accounting. Compensation expense related to these optionswas approximately $1 million for the three and nine months endedSeptember 30, 2005. No options were exercised during the nine monthsended September 30, 2005.

In December 2004, Celanese Corporationgranted rights to the Company's executive officers and keyemployees to purchase up to 1,797,386 shares of CelaneseCorporation's Series A common stock at a discount of $8.80 pershare. During the nine months ended September 30, 2005, 1,684,277shares 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 nine months ended September 30, 2005.

Thedeferred compensation plan has an aggregate maximum amount payable of$192 million. The initial component of the deferred compensation plan,totaling an aggregate of approximately $27 million, vested in 2004 andwas paid in the first quarter of 2005.

•    Stock-based compensation

Aspermitted by SFAS No. 123, Accounting for Stock-BasedCompensation ("SFAS No. 123"), theSuccessor accounts for employee stock-based compensation in accordancewith APB Opinion No. 25, Accounting for Stock Issued toEmployees ("APB No. 25"), using anintrinsic value approach to measure compensation expense, if any.

For the three months ended March 31, 2004, the Predecessor accountedfor stock options and similar equity instruments under the fair valuemethod, which requires compensation cost to be measured at the grantdate based on the value of the award.

The fair value of optionsgranted in the three and nine month period ended September 30, 2005under Celanese Corporation's stock incentive plan was estimatedat the date of grant using the Black Scholes option pricing model. Thefollowing weighted average assumptions wereused:

|                        |  |                                     |      |                                    |  |        |      |         |  |  |
|------------------------|--|-------------------------------------|------|------------------------------------|--|--------|------|---------|--|--|
|                   |  | ThreeMonths EndedSeptember 30, 2005 |      | Nine MonthsEndedSeptember 30, 2005 |
| Risk free interestrate |  |                                | 4.0  | %                             |  |   | 4.0  | %  |
| Estimatedlife in years |  |                                | 7.8  |                               |  |   | 7.5  |    |
| Dividendyield          |  |                                | 0.96 | %                             |  |   | 0.77 | %  |
| Volatility             |  |                                | 27.4 | %                             |  |   | 26.2 | %  |
|                        |

Thefollowing table illustrates the effect on net earnings (loss) if theSuccessor had applied the fair value recognition provisions of SFAS No.123 to stock-based employeecompensation:

|                                                 |  |                                             |    |                                            |  |        |     |         |  |  |
|-------------------------------------------------|--|---------------------------------------------|----|--------------------------------------------|--|--------|-----|---------|--|--|
|                                            |  | For theThree MonthsEnded September 30, 2005 |    | For the NineMonths Ended September 30,2005 |
|                                            |  | Earnings(Loss)                              |    | Earnings (Loss)                            |
|                                            |  | (in$ millions)                              |
| Net earnings, asreported                        |  |                                        | 57 |                                       |  |   | 152 |    |
| Less: stock-basedcompensation under SFAS No.123 |  |                                        | (2 | )                                     |  |   | (6  | )  |
| Pro forma net earnings                          |  |                                        | 55 |                                       |  |   | 146 |    |
|                                                 |

    

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

15.    IncomeTaxes

Income taxes for the three and nine months endedSeptember 30, 2005, the three and six months ended  September 30,2004 and the three month period ended March 31, 2004 are recorded basedon the estimated annual effective tax rate. As of September 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 the threeand nine months ended September 30, 2005, the Company recorded taxexpenses of $26 million and $83 million, respectively. For the threeand six months ended September 30, 2004, tax expenses of $48 millionand $58 million were recorded which resulted in a tax rate of436% and negative 69%, respectively. The effective taxrates were significantly affected by the non-recognition of taxbenefits associated with acquisition related expenses.

ThePredecessor had tax expense of $17 million, which resulted in aneffective tax rate of 24%, for the three months ended March 31,2004, compared to the German statutory rate of 40%, which wasprimarily affected by earnings in low tax jurisdictions.

16.    Business Segments

|                                                                            |  |                  |        |        |  |                 |         |                     |  |               |         |                 |  |                |         |              |  |        |        |        |  |        |         |         |  |        |         |         |  |        |         |        |  |  |
|----------------------------------------------------------------------------|--|------------------|--------|--------|--|-----------------|---------|---------------------|--|---------------|---------|-----------------|--|----------------|---------|--------------|--|--------|--------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                                                       |  | ChemicalProducts |        | Ticona |  | AcetateProducts |         | PerformanceProducts |  | TotalSegments |         | OtherActivities |  | Reconciliation |         | Consolidated |
|                                                                       |  | (in$millions)    |
| **Successor**                                                              |  |             |   |   |  |            |    |                |  |          |    |            |  |           |    |         |  |   |   |   |  |   |    |    |  |   |    |    |  |   |    |   |
| **Forthe three months ended September 30,2005**                            |  |             |   |   |  |            |    |                |  |          |    |            |  |           |    |         |  |   |   |   |  |   |    |    |
| Salesto externalcustomers                                                  |  |             | 1,060  |   |  |            | 212     |                |  |          | 163     |            |  |           | 46      |         |  |   | 1,481  |   |  |   | 55      |    |  |   | — |    |  |   | 1,536   |   |
| Inter-segmentrevenues                                                      |  |             | 40     |   |  |            | — |                |  |          | — |            |  |           | — |         |  |   | 40     |   |  |   | — |    |  |   | (40     | )  |  |   | — |   |
| Operatingprofit                                                            |  |             | 98     |   |  |            | 18      |                |  |          | 4       |            |  |           | 13      |         |  |   | 133    |   |  |   | (40     | )  |  |   | — |    |  |   | 93      |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 134    |   |  |            | 34      |                |  |          | 4       |            |  |           | 10      |         |  |   | 182    |   |  |   | (96     | )  |  |   | — |    |  |   | 86      |   |
| Depreciationandamortization                                                |  |             | 45     |   |  |            | 13      |                |  |          | 3       |            |  |           | 4       |         |  |   | 65     |   |  |   | 5       |    |  |   | — |    |  |   | 70      |   |
| Capitalexpenditures                                                        |  |             | 22     |   |  |            | 12      |                |  |          | 8       |            |  |           | — |         |  |   | 42     |   |  |   | 4       |    |  |   | — |    |  |   | 46      |   |
| **Forthe three months ended September 30,2004**                            |  |             |   |   |  |            |    |                |  |          |    |            |  |           |    |         |  |   |   |   |  |   |    |    |
| Salesto externalcustomers                                                  |  |             | 809    |   |  |            | 213     |                |  |          | 176     |            |  |           | 47      |         |  |   | 1,245  |   |  |   | 20      |    |  |   | — |    |  |   | 1,265   |   |
| Inter-segmentrevenues                                                      |  |             | 31     |   |  |            | — |                |  |          | — |            |  |           | — |         |  |   | 31     |   |  |   | — |    |  |   | (31     | )  |  |   | — |   |
| Operatingprofit                                                            |  |             | 83     |   |  |            | 15      |                |  |          | (39     | )          |  |           | 12      |         |  |   | 71     |   |  |   | (46     | )  |  |   | — |    |  |   | 25      |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 100    |   |  |            | 29      |                |  |          | (39     | )          |  |           | 11      |         |  |   | 101    |   |  |   | (90     | )  |  |   | — |    |  |   | 11      |   |
| Depreciationandamortization                                                |  |             | 39     |   |  |            | 19      |                |  |          | 16      |            |  |           | 3       |         |  |   | 77     |   |  |   | 2       |    |  |   | — |    |  |   | 79      |   |
| Capitalexpenditures                                                        |  |             | 20     |   |  |            | 22      |                |  |          | 11      |            |  |           | 1       |         |  |   | 54     |   |  |   | 2       |    |  |   | — |    |  |   | 56      |   |
|                                                                            |

36

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

|                                                                            |  |                  |        |        |  |                 |         |                     |  |               |         |                 |  |                |         |              |  |        |        |        |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|------------------|--------|--------|--|-----------------|---------|---------------------|--|---------------|---------|-----------------|--|----------------|---------|--------------|--|--------|--------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | ChemicalProducts |        | Ticona |  | AcetateProducts |         | PerformanceProducts |  | TotalSegments |         | OtherActivities |  | Reconciliation |         | Consolidated |
|                                                                       |  | (in$millions)    |
| **Forthe nine months ended September 30,2005**                             |  |             |   |   |  |            |    |                |  |          |    |            |  |           |    |         |  |   |   |   |
| Salesto externalcustomers                                                  |  |             | 3,131  |   |  |            | 674     |                |  |          | 542     |            |  |           | 140     |         |  |   | 4,487  |   |  |   | 75      |    |  |   | — |    |  |   | 4,562   |    |
| Inter-segmentrevenues                                                      |  |             | 98     |   |  |            | — |                |  |          | — |            |  |           | — |         |  |   | 98     |   |  |   | — |    |  |   | (98     | )  |  |   | — |    |
| Operatingprofit                                                            |  |             | 430    |   |  |            | 62      |                |  |          | 34      |            |  |           | 41      |         |  |   | 567    |   |  |   | (151    | )  |  |   | — |    |  |   | 416     |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 476    |   |  |            | 107     |                |  |          | 36      |            |  |           | 36      |         |  |   | 655    |   |  |   | (379    | )  |  |   | — |    |  |   | 276     |    |
| Depreciationandamortization                                                |  |             | 118    |   |  |            | 42      |                |  |          | 21      |            |  |           | 10      |         |  |   | 191    |   |  |   | 9       |    |  |   | — |    |  |   | 200     |    |
| Capitalexpenditures                                                        |  |             | 66     |   |  |            | 35      |                |  |          | 22      |            |  |           | 3       |         |  |   | 126    |   |  |   | 6       |    |  |   | — |    |  |   | 132     |    |
|                                                                       |  |             |   |   |  |            |    |                |  |          |    |            |  |           |    |         |  |   |   |   |  |   |    |    |  |   |    |    |  |   |    |    |
| **Forthe six months ended September 30,2004**                              |  |             |   |   |  |            |    |                |  |          |    |            |  |           |    |         |  |   |   |   |
| Salesto externalcustomers                                                  |  |             | 1,589  |   |  |            | 433     |                |  |          | 349     |            |  |           | 92      |         |  |   | 2,463  |   |  |   | 31      |    |  |   | — |    |  |   | 2,494   |    |
| Inter-segmentrevenues                                                      |  |             | 59     |   |  |            | — |                |  |          | — |            |  |           | — |         |  |   | 59     |   |  |   | — |    |  |   | (59     | )  |  |   | — |    |
| Operatingprofit                                                            |  |             | 119    |   |  |            | 26      |                |  |          | (29     | )          |  |           | 14      |         |  |   | 130    |   |  |   | (80     | )  |  |   | — |    |  |   | 50      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |             | 134    |   |  |            | 55      |                |  |          | (25     | )          |  |           | 12      |         |  |   | 176    |   |  |   | (260    | )  |  |   | — |    |  |   | (84     | )  |
| Depreciationandamortization                                                |  |             | 77     |   |  |            | 34      |                |  |          | 30      |            |  |           | 5       |         |  |   | 146    |   |  |   | 4       |    |  |   | — |    |  |   | 150     |    |
| Capitalexpenditures                                                        |  |             | 37     |   |  |            | 41      |                |  |          | 24      |            |  |           | 2       |         |  |   | 104    |   |  |   | 2       |    |  |   | — |    |  |   | 106     |    |
|                                                                       |  |             |   |   |
| **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, and may bereimbursed for certain expenses in 

37

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

connection with any specific acquisition,divestiture, refinancing, recapitalization, or similar transaction. Inconnection with the completion of the initial public offering, theparties amended and restated the transaction and monitoring feeagreement to terminate the monitoring services and all obligations topay future monitoring fees and paid the Advisor $35 million. TheCompany also paid $10 million to the Advisor for the 2005 monitoringfee. The transaction based agreement remains in effect.

Inconnection with the acquisition of Vinamul, the Company paid theAdvisor a fee of $2 million, which was included in the computation ofthe purchase price for the acquisition. In connection with theacquisition of Acetex, the Company paid the Advisor an initial fee of$1 million. Additional fees of $3 million were paid in August 2005 tothe Advisor upon the successful completion of this acquisition. Inaddition, the Company has paid the Advisor aggregate fees ofapproximately €3 million (approximately $4 million) inconnection with the Company's acquisition of 5.9 millionadditional CAG shares in August 2005 (see Note 2).

During thenine months ended September 30, 2005, the Company reimbursed theAdvisor approximately $2 million for other costs.

Commencing inSeptember 2005, Celanese Corporation filed a Registration Statement onForm S-1 and amendments to that Registration Statement with the SEC onbehalf of the Original Shareholders (the "ResaleOffering") pursuant to the terms of the Amended andRestated Registration Rights Agreement ("RegistrationRights Agreement") dated as of  January 26, 2005,between Celanese Corporation and the Original Shareholders. Pursuant tothe terms of the Registration Rights Agreement, Celanese Corporationwill pay certain fees and expenses incurred in connection with theResale Offering, which Celanese Corporation anticipates will beapproximately $1 million.

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.

38

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

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                             |         |        |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|---------------------------------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                                   |
|                                                                       |  | Forthe Three Months Ended September 30,2005 |
|                                                                       |  | ParentGuarantor                             |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                       |  | (in$ millions)                              |
| Netsales                                                                   |  |                                        | — |   |  |                 | — |           |  |         | 714     |         |  |   | 1,079   |    |  |   | (257    | )  |  |   | 1,536   |    |
| Costofsales                                                                |  |                                        | — |   |  |                 | — |           |  |         | (584    | )       |  |   | (926    | )  |  |   | 257     |    |  |   | (1,253  | )  |
| Selling,general and administrativeexpenses                                 |  |                                        | — |   |  |                 | (1      | )         |  |         | (67     | )       |  |   | (75     | )  |  |   | — |    |  |   | (143    | )  |
| Researchand developmentexpenses                                            |  |                                        | — |   |  |                 | — |           |  |         | (9      | )       |  |   | (13     | )  |  |   | — |    |  |   | (22     | )  |
| Specialcharges:                                                            |  |                                        |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Insurance recoveries associated withplumbingcases                          |  |                                        | — |   |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |
| Restructuring,impairment and other specialcharges                          |  |                                        | — |   |  |                 | — |           |  |         | (3      | )       |  |   | (21     | )  |  |   | — |    |  |   | (24     | )  |
| Foreignexchange gain (loss), net                                           |  |                                        | — |   |  |                 | — |           |  |         | — |         |  |   | (2      | )  |  |   | — |    |  |   | (2      | )  |
| Gain(loss) on disposition ofassets                                         |  |                                        | — |   |  |                 | — |           |  |         | — |         |  |   | 1       |    |  |   | — |    |  |   | 1       |    |
| Operatingprofit                                                            |  |                                        | — |   |  |                 | (1      | )         |  |         | 51      |         |  |   | 43      |    |  |   | — |    |  |   | 93      |    |
|                                                                       |  |                                        |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Equityin net earnings ofaffiliates                                         |  |                                        | 57      |   |  |                 | 73      |           |  |         | 72      |         |  |   | 10      |    |  |   | (191    | )  |  |   | 21      |    |
| Interestexpense                                                            |  |                                        | — |   |  |                 | (51     | )         |  |         | (38     | )       |  |   | (15     | )  |  |   | 42      |    |  |   | (62     | )  |
| Interestincome                                                             |  |                                        | — |   |  |                 | 37      |           |  |         | 2       |         |  |   | 10      |    |  |   | (42     | )  |  |   | 7       |    |
| Otherincome (expense),net                                                  |  |                                        | — |   |  |                 | (1      | )         |  |         | — |         |  |   | 28      |    |  |   | — |    |  |   | 27      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                        | 57      |   |  |                 | 57      |           |  |         | 87      |         |  |   | 76      |    |  |   | (191    | )  |  |   | 86      |    |
|                                                                       |  |                                        |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Incometaxprovision                                                         |  |                                        | — |   |  |                 | — |           |  |         | — |         |  |   | (26     | )  |  |   | — |    |  |   | (26     | )  |
|                                                                       |  |                                        |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                        | 57      |   |  |                 | 57      |           |  |         | 87      |         |  |   | 50      |    |  |   | (191    | )  |  |   | 60      |    |
|                                                                       |  |                                        |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Minorityinterests                                                          |  |                                        | — |   |  |                 | — |           |  |         | — |         |  |   | (3      | )  |  |   | — |    |  |   | (3      | )  |
|                                                                       |  |                                        |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Earnings(loss) from continuingoperations                                   |  |                                        | 57      |   |  |                 | 57      |           |  |         | 87      |         |  |   | 47      |    |  |   | (191    | )  |  |   | 57      |    |
| Earnings(loss) from discontinuedoperations                                 |  |                                        | — |   |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |
| Netearnings(loss)                                                          |  |                                        | 57      |   |  |                 | 57      |           |  |         | 87      |         |  |   | 47      |    |  |   | (191    | )  |  |   | 57      |    |
|                                                                            |

39

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

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                             |         |         |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|---------------------------------------------|---------|---------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                                   |
|                                                                       |  | Forthe Three Months Ended September 30,2004 |
|                                                                       |  | ParentGuarantor                             |         | Issuer  |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                       |  | (in$ millions)                              |
| Netsales                                                                   |  |                                        | — |    |  |                 | — |           |  |         | 616     |         |  |   | 891     |    |  |   | (242    | )  |  |   | 1,265   |    |
| Costofsales                                                                |  |                                        | — |    |  |                 | — |           |  |         | (515    | )       |  |   | (732    | )  |  |   | 242     |    |  |   | (1,005  | )  |
| Selling,general and administrativeexpenses                                 |  |                                        | (4      | )  |  |                 | (2      | )         |  |         | (60     | )       |  |   | (87     | )  |  |   | — |    |  |   | (153    | )  |
| Researchand developmentexpenses                                            |  |                                        | — |    |  |                 | — |           |  |         | (10     | )       |  |   | (13     | )  |  |   | — |    |  |   | (23     | )  |
| Specialcharges                                                             |  |                                        |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Insurance recoveries associated withplumbingcases                          |  |                                        | — |    |  |                 | — |           |  |         | (1      | )       |  |   | — |    |  |   | — |    |  |   | (1      | )  |
| Restructuring,impairment and other specialcharges                          |  |                                        | — |    |  |                 | — |           |  |         | (73     | )       |  |   | 15      |    |  |   | — |    |  |   | (58     | )  |
| Foreignexchange gain (loss),net                                            |  |                                        | — |    |  |                 | — |           |  |         | — |         |  |   | (2      | )  |  |   | — |    |  |   | (2      | )  |
| Gain(loss) on disposition ofassets                                         |  |                                        | — |    |  |                 | — |           |  |         | — |         |  |   | 2       |    |  |   | — |    |  |   | 2       |    |
| Operatingprofit                                                            |  |                                        | (4      | )  |  |                 | (2      | )         |  |         | (43     | )       |  |   | 74      |    |  |   | — |    |  |   | 25      |    |
| Equityin net earnings ofaffiliates                                         |  |                                        | (24     | )  |  |                 | (27     | )         |  |         | 46      |         |  |   | 34      |    |  |   | (12     | )  |  |   | 17      |    |
| Interestexpense                                                            |  |                                        | (1      | )  |  |                 | (47     | )         |  |         | (25     | )       |  |   | (36     | )  |  |   | 52      |    |  |   | (57     | )  |
| Interestincome                                                             |  |                                        | — |    |  |                 | 38      |           |  |         | 4       |         |  |   | 19      |    |  |   | (52     | )  |  |   | 9       |    |
| Otherincome (expense),net                                                  |  |                                        | — |    |  |                 | 14      |           |  |         | 12      |         |  |   | (9      | )  |  |   | — |    |  |   | 17      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                        | (29     | )  |  |                 | (24     | )         |  |         | (6      | )       |  |   | 82      |    |  |   | (12     | )  |  |   | 11      |    |
| Incometax expense(provision)                                               |  |                                        | — |    |  |                 | — |           |  |         | 117     |         |  |   | (165    | )  |  |   | — |    |  |   | (48     | )  |
|                                                                       |  |                                        |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                        | (29     | )  |  |                 | (24     | )         |  |         | 111     |         |  |   | (83     | )  |  |   | (12     | )  |  |   | (37     | )  |
|                                                                       |  |                                        |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
|     Minorityinterests                                  |  |                                        | — |    |  |                 | — |           |  |         | — |         |  |   | 8       |    |  |   | — |    |  |   | 8       |    |
| Earnings(loss) from continuingoperations                                   |  |                                        | (29     | )  |  |                 | (24     | )         |  |         | 111     |         |  |   | (75     | )  |  |   | (12     | )  |  |   | (29     | )  |
| Earnings(loss) from discontinuedoperations                                 |  |                                        | — |    |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |
| Netearnings(loss)                                                          |  |                                        | (29     | )  |  |                 | (24     | )         |  |         | 111     |         |  |   | (75     | )  |  |   | (12     | )  |  |   | (29     | )  |
|                                                                            |

40

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

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                            |         |        |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|--------------------------------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                                  |
|                                                                       |  | Forthe Nine Months Ended September 30,2005 |
|                                                                       |  | ParentGuarantor                            |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                       |  | (in$ millions)                             |
| Netsales                                                                   |  |                                       | — |   |  |                 | — |           |  |         | 2,171   |         |  |   | 3,190   |    |  |   | (799    | )  |  |   | 4,562   |    |
| Costofsales                                                                |  |                                       | — |   |  |                 | — |           |  |         | (1,797  | )       |  |   | (2,555  | )  |  |   | 799     |    |  |   | (3,553  | )  |
| Selling,general and administrativeexpenses                                 |  |                                       | — |   |  |                 | (11     | )         |  |         | (206    | )       |  |   | (218    | )  |  |   | — |    |  |   | (435    | )  |
| Researchand developmentexpenses                                            |  |                                       | — |   |  |                 | — |           |  |         | (28     | )       |  |   | (40     | )  |  |   | — |    |  |   | (68     | )  |
| Specialcharges                                                             |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Insurance recoveries associated withplumbingcases                          |  |                                       | — |   |  |                 | — |           |  |         | 4       |         |  |   | — |    |  |   | — |    |  |   | 4       |    |
| Restructuring,impairment and other specialcharges                          |  |                                       | — |   |  |                 | (35     | )         |  |         | (10     | )       |  |   | (48     | )  |  |   | — |    |  |   | (93     | )  |
| Foreignexchange gain (loss),net                                            |  |                                       | — |   |  |                 | 3       |           |  |         | — |         |  |   | (3      | )  |  |   | — |    |  |   | — |    |
| Gain(loss) on disposition ofassets                                         |  |                                       | — |   |  |                 | — |           |  |         | — |         |  |   | (1      | )  |  |   | — |    |  |   | (1      | )  |
|                                                                       |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Operatingprofit                                                            |  |                                       | — |   |  |                 | (43     | )         |  |         | 134     |         |  |   | 325     |    |  |   | — |    |  |   | 416     |    |
| Equityin net earnings ofaffiliates                                         |  |                                       | 152     |   |  |                 | 339     |           |  |         | 172     |         |  |   | 19      |    |  |   | (634    | )  |  |   | 48      |    |
| Interestexpense                                                            |  |                                       | — |   |  |                 | (234    | )         |  |         | (106    | )       |  |   | (43     | )  |  |   | 122     |    |  |   | (261    | )  |
| Interestincome                                                             |  |                                       | — |   |  |                 | 108     |           |  |         | 5       |         |  |   | 34      |    |  |   | (122    | )  |  |   | 25      |    |
| Otherincome (expense),net                                                  |  |                                       | — |   |  |                 | (18     | )         |  |         | (1      | )       |  |   | 67      |    |  |   | — |    |  |   | 48      |    |
|                                                                       |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                       | 152     |   |  |                 | 152     |           |  |         | 204     |         |  |   | 402     |    |  |   | (634    | )  |  |   | 276     |    |
|                                                                       |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Incometaxprovision                                                         |  |                                       | — |   |  |                 | — |           |  |         | (3      | )       |  |   | (80     | )  |  |   | — |    |  |   | (83     | )  |
|                                                                       |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Earnings(loss) from continuing operations before minority interests        |  |                                       | 152     |   |  |                 | 152     |           |  |         | 201     |         |  |   | 322     |    |  |   | (634    | )  |  |   | 193     |    |
|                                                                       |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Minorityinterests                                                          |  |                                       | — |   |  |                 | — |           |  |         | — |         |  |   | (40     | )  |  |   | (1      | )  |  |   | (41     | )  |
|                                                                       |  |                                       |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Earnings(loss) from continuingoperations                                   |  |                                       | 152     |   |  |                 | 152     |           |  |         | 201     |         |  |   | 282     |    |  |   | (635    | )  |  |   | 152     |    |
| Earnings(loss) from discountinuedoperations                                |  |                                       | — |   |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |
| Netearnings(loss)                                                          |  |                                       | 152     |   |  |                 | 152     |           |  |         | 201     |         |  |   | 282     |    |  |   | (635    | )  |  |   | 152     |    |
|                                                                            |

41

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

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                           |         |         |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|-------------------------------------------|---------|---------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                                 |
|                                                                       |  | Forthe Six Months Ended September 30,2004 |
|                                                                       |  | ParentGuarantor                           |         | Issuer  |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                       |  | (in$ millions)                            |
| Netsales                                                                   |  |                                      | — |    |  |                 | — |           |  |         | 1,207   |         |  |   | 1,755   |    |  |   | (468    | )  |  |   | 2,494  |    |
| Costofsales                                                                |  |                                      | — |    |  |                 | — |           |  |         | (1,046  | )       |  |   | (1,485  | )  |  |   | 468     |    |  |   | (2,063 | )  |
| Selling,general and administrativeexpenses                                 |  |                                      | (10     | )  |  |                 | (4      | )         |  |         | (114    | )       |  |   | (150    | )  |  |   | — |    |  |   | (278   | )  |
| Researchand developmentexpenses                                            |  |                                      | — |    |  |                 | — |           |  |         | (19     | )       |  |   | (26     | )  |  |   | — |    |  |   | (45    | )  |
| Specialcharges:                                                            |  |                                      |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |
| Insurance recoveries associated withplumbingcases                          |  |                                      | — |    |  |                 | — |           |  |         | 1       |         |  |   | — |    |  |   | — |    |  |   | 1      |    |
| Restructuring,impairment and other specialcharges                          |  |                                      | — |    |  |                 | — |           |  |         | (76     | )       |  |   | 17      |    |  |   | — |    |  |   | (59    | )  |
| Foreignexchange gain(loss)                                                 |  |                                      | — |    |  |                 | — |           |  |         | — |         |  |   | (2      | )  |  |   | — |    |  |   | (2     | )  |
| Gainon disposition ofassets                                                |  |                                      | — |    |  |                 | — |           |  |         | — |         |  |   | 2       |    |  |   | — |    |  |   | 2      |    |
| Operatingprofit                                                            |  |                                      | (10     | )  |  |                 | (4      | )         |  |         | (47     | )       |  |   | 111     |    |  |   | — |    |  |   | 50     |    |
|                                                                       |  |                                      |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |
| Equityin net earnings ofaffiliates                                         |  |                                      | (134    | )  |  |                 | (50     | )         |  |         | 66      |         |  |   | 43      |    |  |   | 110     |    |  |   | 35     |    |
| Interestexpense                                                            |  |                                      | (1      | )  |  |                 | (159    | )         |  |         | (45     | )       |  |   | (73     | )  |  |   | 97      |    |  |   | (181   | )  |
| Interestincome                                                             |  |                                      | — |    |  |                 | 73      |           |  |         | 5       |         |  |   | 35      |    |  |   | (97     | )  |  |   | 16     |    |
| Otherincome (expense),net                                                  |  |                                      | — |    |  |                 | 6       |           |  |         | 11      |         |  |   | (21     | )  |  |   | — |    |  |   | (4     | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                      | (145    | )  |  |                 | (134    | )         |  |         | (10     | )       |  |   | 95      |    |  |   | 110     |    |  |   | (84    | )  |
|                                                                       |  |                                      |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |
| Incometaxexpense/(provision)                                               |  |                                      | — |    |  |                 | — |           |  |         | 117     |         |  |   | (175    | )  |  |   | — |    |  |   | (58    | )  |
|                                                                       |  |                                      |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                      | (145    | )  |  |                 | (134    | )         |  |         | 107     |         |  |   | (80     | )  |  |   | 110     |    |  |   | (142   | )  |
|                                                                       |  |                                      |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |   |   |    |
| Minorityinterests                                                          |  |                                      | — |    |  |                 | — |           |  |         | — |         |  |   | (2      | )  |  |   | — |    |  |   | (2     | )  |
| Earnings(loss) from continuingoperations                                   |  |                                      | (145    | )  |  |                 | (134    | )         |  |         | 107     |         |  |   | (82     | )  |  |   | 110     |    |  |   | (144   | )  |
| Earnings(loss) from discontinuedoperations                                 |  |                                      | — |    |  |                 | — |           |  |         | (1      | )       |  |   | — |    |  |   | — |    |  |   | (1     | )  |
| Netearnings(loss)                                                          |  |                                      | (145    | )  |  |                 | (134    | )         |  |         | 106     |         |  |   | (82     | )  |  |   | 110     |    |  |   | (145   | )  |
|                                                                            |

42

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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      |    |
|                                                      |

43

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

UNAUDITED CONSOLIDATING BALANCE SHEETINFORMATION

|                                                                                                  |  |                        |         |        |  |                      |         |                |  |              |         |              |  |        |         |        |  |        |         |         |  |        |        |        |  |  |
|--------------------------------------------------------------------------------------------------|--|------------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|--------|--------|--|--|
|                                                                                             |  | Successor              |
|                                                                                             |  | Asof September 30,2005 |
|                                                                                             |  | ParentGuarantor        |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                                             |  | (in$millions)          |
| **ASSETS**                                                                                       |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Currentassets:                                                                                   |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Cashand cashequivalents                                                                          |  |                   | — |   |  |                 | 1       |           |  |         | 74      |         |  |   | 325     |   |  |   | — |    |  |   | 400    |   |
| Receivables,net:                                                                                 |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Tradereceivables, net — third party andaffiliates                                          |  |                   | — |   |  |                 | — |           |  |         | 254     |         |  |   | 693     |   |  |   | — |    |  |   | 947    |   |
| Otherreceivables                                                                                 |  |                   | — |   |  |                 | 938     |           |  |         | 176     |         |  |   | 652     |   |  |   | (1,244  | )  |  |   | 522    |   |
| Inventories                                                                                      |  |                   | — |   |  |                 | — |           |  |         | 225     |         |  |   | 400     |   |  |   | — |    |  |   | 625    |   |
| Deferredincometaxes                                                                              |  |                   | — |   |  |                 | — |           |  |         | — |         |  |   | 69      |   |  |   | — |    |  |   | 69     |   |
| Otherassets                                                                                      |  |                   | — |   |  |                 | — |           |  |         | 13      |         |  |   | 34      |   |  |   | — |    |  |   | 47     |   |
| Assetsof discontinuedoperations                                                                  |  |                   | — |   |  |                 | — |           |  |         | 2       |         |  |   | — |   |  |   | — |    |  |   | 2      |   |
| Totalcurrentassets                                                                               |  |                   | — |   |  |                 | 939     |           |  |         | 744     |         |  |   | 2,173   |   |  |   | (1,244  | )  |  |   | 2,612  |   |
| Investments                                                                                      |  |                   | 418     |   |  |                 | 1,074   |           |  |         | 1,909   |         |  |   | 468     |   |  |   | (3,318  | )  |  |   | 551    |   |
| Property,plant and equipment,net                                                                 |  |                   | — |   |  |                 | — |           |  |         | 880     |         |  |   | 1,102   |   |  |   | — |    |  |   | 1,982  |   |
| Deferredincometaxes                                                                              |  |                   | — |   |  |                 | — |           |  |         | — |         |  |   | 29      |   |  |   | — |    |  |   | 29     |   |
| Otherassets                                                                                      |  |                   | — |   |  |                 | 1,125   |           |  |         | 343     |         |  |   | 599     |   |  |   | (1,349  | )  |  |   | 718    |   |
| Goodwill                                                                                         |  |                   | — |   |  |                 | — |           |  |         | 397     |         |  |   | 645     |   |  |   | — |    |  |   | 1,042  |   |
| Intangibleassets,net                                                                             |  |                   | — |   |  |                 | — |           |  |         | 120     |         |  |   | 273     |   |  |   | — |    |  |   | 393    |   |
| Totalassets                                                                                      |  |                   | 418     |   |  |                 | 3,138   |           |  |         | 4,393   |         |  |   | 5,289   |   |  |   | (5,911  | )  |  |   | 7,327  |   |
| **LIABILITIESAND SHAREHOLDERS' EQUITY**                                                          |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Currentliabilities:                                                                              |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Short-termborrowings and current installments of long-term debt — thirdparty andaffiliates |  |                   | — |   |  |                 | 17      |           |  |         | 955     |         |  |   | 165     |   |  |   | (956    | )  |  |   | 181    |   |
| Accountspayable and accruedliabilities:                                                          |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Tradepayables — third party andaffiliates                                                  |  |                   | — |   |  |                 | — |           |  |         | 255     |         |  |   | 441     |   |  |   | — |    |  |   | 696    |   |
| Othercurrentliabilities                                                                          |  |                   | — |   |  |                 | 29      |           |  |         | 278     |         |  |   | 794     |   |  |   | (288    | )  |  |   | 813    |   |
| Deferredincometaxes                                                                              |  |                   | — |   |  |                 | — |           |  |         | — |         |  |   | 13      |   |  |   | — |    |  |   | 13     |   |
| Incometaxespayable                                                                               |  |                   | — |   |  |                 | — |           |  |         | 48      |         |  |   | 176     |   |  |   | — |    |  |   | 224    |   |
| Liabilitiesof discontinuedoperations                                                             |  |                   | — |   |  |                 | — |           |  |         | 3       |         |  |   | — |   |  |   | — |    |  |   | 3      |   |
| Totalcurrentliabilities                                                                          |  |                   | — |   |  |                 | 46      |           |  |         | 1,539   |         |  |   | 1,589   |   |  |   | (1,244  | )  |  |   | 1,930  |   |
|                                                                                             |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Longtermdebt                                                                                     |  |                   | — |   |  |                 | 2,658   |           |  |         | 1,206   |         |  |   | 430     |   |  |   | (1,349  | )  |  |   | 2,945  |   |
| Deferredincometaxes                                                                              |  |                   | — |   |  |                 | — |           |  |         | — |         |  |   | 225     |   |  |   | — |    |  |   | 225    |   |
| Benefitobligations                                                                               |  |                   | — |   |  |                 | — |           |  |         | 973     |         |  |   | 181     |   |  |   | — |    |  |   | 1,154  |   |
| Otherliabilities                                                                                 |  |                   | — |   |  |                 | 16      |           |  |         | 226     |         |  |   | 264     |   |  |   | — |    |  |   | 506    |   |
| Minorityinterests                                                                                |  |                   | — |   |  |                 | — |           |  |         | — |         |  |   | 149     |   |  |   | — |    |  |   | 149    |   |
| Commitmentsandcontingencies                                                                      |  |                   |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Shareholders'equity                                                                              |  |                   | 418     |   |  |                 | 418     |           |  |         | 449     |         |  |   | 2,451   |   |  |   | (3,318  | )  |  |   | 418    |   |
| Totalliabilities and shareholders' equity                                                        |  |                   | 418     |   |  |                 | 3,138   |           |  |         | 4,393   |         |  |   | 5,289   |   |  |   | (5,911  | )  |  |   | 7,327  |   |
|                                                                                                  |

44

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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  |   |
|                                                                                                  |

45

----

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

UNAUDITED CONSOLIDATED STATEMENTOF CASH FLOWSINFORMATION

|                                                                   |  |                                            |         |         |  |                     |         |                           |  |              |         |              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------|--|--------------------------------------------|---------|---------|--|---------------------|---------|---------------------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                              |  | Successor                                  |
|                                                              |  | Forthe Nine Months Ended September 30,2005 |
|                                                              |  | ParentGuarantors                           |         | Issuer  |  | SubsidaryGuarantors |         | Non-GuarantorSubsidiaries |  | Eliminations |         | Consolidated |
|                                                              |  | (in$ millions)                             |
| Net cash provided by (used in) operatingactivities                |  |                                       | — |    |  |                | (126    | )                    |  |         | 100     |         |  |   | 533     |    |  |   | — |    |  |   | 507     |    |
| Investingactivities from continuingoperations:                    |  |                                       |    |    |  |                |    |                      |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Capitalexpenditures on property, plant andequipment               |  |                                       | — |    |  |                | — |                      |  |         | (49     | )       |  |   | (83     | )  |  |   | — |    |  |   | (132    | )  |
| Investmentinsubsidiaries                                          |  |                                       | 18      |    |  |                | — |                      |  |         | — |         |  |   | — |    |  |   | (18     | )  |  |   | — |    |
| Acquisitionof CAGshares                                           |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | (397    | )  |  |   | — |    |  |   | (397    | )  |
| Feesassociated with the acquisitions                              |  |                                       | — |    |  |                | — |                      |  |         | (6      | )       |  |   | (21     | )  |  |   | — |    |  |   | (27     | )  |
| AcquisitionofAcetex                                               |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | (216    | )  |  |   | — |    |  |   | (216    | )  |
| AcquisitionofVinamul                                              |  |                                       | — |    |  |                | (56     | )                    |  |         | (134    | )       |  |   | (18     | )  |  |   | — |    |  |   | (208    | )  |
| Proceeds from sale of businesses andassets                        |  |                                       | — |    |  |                | — |                      |  |         | 1       |         |  |   | 39      |    |  |   | — |    |  |   | 40      |    |
| Netproceeds from disposal of discontinuedoperations               |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | 75      |    |  |   | — |    |  |   | 75      |    |
| Proceedsfrom sale of marketablesecurities                         |  |                                       | — |    |  |                | — |                      |  |         | 1       |         |  |   | 174     |    |  |   | — |    |  |   | 175     |    |
| Purchasesof marketablesecurities                                  |  |                                       | — |    |  |                | — |                      |  |         | (1      | )       |  |   | (95     | )  |  |   | — |    |  |   | (96     | )  |
| Other,net                                                         |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | 5       |    |  |   | — |    |  |   | 5       |    |
| Netcash provided by (used in) investingactivities                 |  |                                       | 18      |    |  |                | (56     | )                    |  |         | (188    | )       |  |   | (537    | )  |  |   | (18     | )  |  |   | (781    | )  |
| Financingactivities from continuingoperations:                    |  |                                       |    |    |  |                |    |                      |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Redemptionof senior subordinated notes, including related premium |  |                                       | — |    |  |                | (572    | )                    |  |         | — |         |  |   | — |    |  |   | — |    |  |   | (572    | )  |
| Repaymentof floating rate term loan, including related premium    |  |                                       | — |    |  |                | (354    | )                    |  |         | — |         |  |   | — |    |  |   | — |    |  |   | (354    | )  |
| Borrowingsunder senior creditfacility                             |  |                                       | — |    |  |                | 1,135   |                      |  |         | — |         |  |   | — |    |  |   | — |    |  |   | 1,135   |    |
| Repaymentof Acetexbonds                                           |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | (280    | )  |  |   | — |    |  |   | (280    | )  |
| ContributionfromParent                                            |  |                                       | 572     |    |  |                | 572     |                      |  |         | — |         |  |   | — |    |  |   | (572    | )  |  |   | 572     |    |
| Short-termborrowing (repayments),net                              |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | 18      |    |  |   | — |    |  |   | 18      |    |
| Proceeds(payments) from other long-term debt,net                  |  |                                       | — |    |  |                | (7      | )                    |  |         | 35      |         |  |   | (20     | )  |  |   | — |    |  |   | 8       |    |
| Feesassociated withfinancings                                     |  |                                       | — |    |  |                | (7      | )                    |  |         | — |         |  |   | — |    |  |   | — |    |  |   | (7      | )  |
| DistributiontoParent                                              |  |                                       | (590    | )  |  |                | (590    | )                    |  |         | — |         |  |   | — |    |  |   | 590     |    |  |   | (590    | )  |
| Netcash provided by (used in) financingactivities                 |  |                                       | (18     | )  |  |                | 177     |                      |  |         | 35      |         |  |   | (282    | )  |  |   | 18      |    |  |   | (70     | )  |
| Exchangerate effects oncash                                       |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | (94     | )  |  |   | — |    |  |   | (94     | )  |
| Netincrease in cash and cashequivalents                           |  |                                       | — |    |  |                | (5      | )                    |  |         | (53     | )       |  |   | (380    | )  |  |   | — |    |  |   | (438    | )  |
| Cashand cash equivalents at beginning ofperiod                    |  |                                       | — |    |  |                | 6       |                      |  |         | 127     |         |  |   | 705     |    |  |   | — |    |  |   | 838     |    |
| Cashand cash equivalents at end ofperiod                          |  |                                       | — |    |  |                | 1       |                      |  |         | 74      |         |  |   | 325     |    |  |   | — |    |  |   | 400     |    |
| Netcash provided by (used in) discontinuedoperations:             |  |                                       |    |    |  |                |    |                      |  |         |    |         |  |   |    |    |  |   |    |    |  |   |    |    |
| Operatingactivities                                               |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | (75     | )  |  |   | — |    |  |   | (75     | )  |
| Investingactivities                                               |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | 75      |    |  |   | — |    |  |   | 75      |    |
| Netcash provided by (used in) discontinuedoperations              |  |                                       | — |    |  |                | — |                      |  |         | — |         |  |   | — |    |  |   | — |    |  |   | — |    |
|                                                                   |

46

----

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

UNAUDITED CONSOLIDATING STATEMENT OFCASH FLOWSINFORMATION

|                                                       |  |                                           |         |         |  |                      |         |                           |  |              |         |              |  |        |         |         |  |        |                                 |        |  |        |         |         |  |  |
|-------------------------------------------------------|--|-------------------------------------------|---------|---------|--|----------------------|---------|---------------------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------------------------------|--------|--|--------|---------|---------|--|--|
|                                                  |  | Successor                                 |
|                                                  |  | Forthe Six Months Ended September 30,2004 |
|                                                  |  | ParentGuarantors                          |         | Issuer  |  | SubsidiaryGuarantors |         | Non-GuarantorSubsidiaries |  | Eliminations |         | Consolidated |
|                                                  |  | (in$ millions)                            |         |    |
| Net cash provided by (used in) operatingactivities    |  |                                      | (4      | )  |  |                 | (44     | )                    |  |         | (2      | )       |  |   | 168     |    |  |   |     — |   |  |   | 118     |    |
| Investingactivities from continuingoperations:        |  |                                      |    |    |  |                 |    |                      |  |         |    |         |  |   |    |    |  |   |                            |   |  |   |    |    |
| Capitalexpenditures on property, plant andequipment   |  |                                      | — |    |  |                 | — |                      |  |         | (67     | )       |  |   | (39     | )  |  |   | —                         |   |  |   | (106    | )  |
| InvestmentinSubsidiaries                              |  |                                      | — |    |  |                 | (392    | )                    |  |         | — |         |  |   | 392     |    |  |   | —                         |   |  |   | — |    |
| Acquisitionof CAG shares, net of cashacquired         |  |                                      | — |    |  |                 | — |                      |  |         | 30      |         |  |   | (1,561  | )  |  |   | —                         |   |  |   | (1,531  | )  |
| Feesassociated with acquisitions                      |  |                                      | (68     | )  |  |                 | (1      | )                    |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | (69     | )  |
| Proceedson sale ofassets                              |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | 5       |    |  |   | —                         |   |  |   | 5       |    |
| Proceedsfrom sale of marketablesecurities             |  |                                      | — |    |  |                 | — |                      |  |         | (2      | )       |  |   | 87      |    |  |   | —                         |   |  |   | 85      |    |
| Purchasesof marketablesecurities                      |  |                                      | — |    |  |                 | — |                      |  |         | (1      | )       |  |   | (106    | )  |  |   | —                         |   |  |   | (107    | )  |
| Other,net                                             |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | (1      | )  |  |   | —                         |   |  |   | (1      | )  |
| Netcash provided by (used in) investingactivities     |  |                                      | (68     | )  |  |                 | (393    | )                    |  |         | (40     | )       |  |   | (1,223  | )  |  |   | —                         |   |  |   | (1,724  | )  |
| 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     |  |                                      | — |    |  |                 | 1,477   |                      |  |         | — |         |  |   | (2      | )  |  |   | —                         |   |  |   | 1,475   |    |
| Proceedsfrom floating rate termloan                   |  |                                      | — |    |  |                 | 350     |                      |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | 350     |    |
| Borrowingsunder term loanfacility                     |  |                                      | — |    |  |                 | 30      |                      |  |         | 359     |         |  |   | — |    |  |   | —                         |   |  |   | 389     |    |
| Short-termborrowings (repayments),net                 |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | 17      |    |  |   | —                         |   |  |   | 17      |    |
| Proceeds(payments) from other long-term debt,net      |  |                                      | — |    |  |                 | — |                      |  |         | (175    | )       |  |   | (60     | )  |  |   | —                         |   |  |   | (235    | )  |
| Issuanceof preferred stock by consolidatedsubsidiary  |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | 17      |    |  |   | —                         |   |  |   | 17      |    |
| Feesassociated withfinancings                         |  |                                      | (31     | )  |  |                 | (135    | )                    |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | (166    | )  |
| Dividendpayments                                      |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | (1      | )  |  |   | —                         |   |  |   | (1      | )  |
| LoantoShareholder                                     |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | (227    | )  |  |   | —                         |   |  |   | (227    | )  |
| Netcash provided by financingactivities               |  |                                      | 72      |    |  |                 | 429     |                      |  |         | 184     |         |  |   | 1,754   |    |  |   | —                         |   |  |   | 2,439   |    |
| Exchangerate effects oncash                           |  |                                      | — |    |  |                 | 17      |                      |  |         | — |         |  |   | (31     | )  |  |   | —                         |   |  |   | (14     | )  |
| Netincrease in cash and cashequivalents               |  |                                      | — |    |  |                 | 9       |                      |  |         | 142     |         |  |   | 668     |    |  |   | —                         |   |  |   | 819     |    |
| Cashand cash equivalents at beginning ofyear          |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | — |    |
| Cashand cash equivalents at end ofperiod              |  |                                      | — |    |  |                 | 9       |                      |  |         | 142     |         |  |   | 668     |    |  |   | —                         |   |  |   | 819     |    |
| Netcash provided by/(used in) discontinuedoperations: |  |                                      |    |    |  |                 |    |                      |  |         |    |         |  |   |    |    |  |   |                            |   |  |   |    |    |
| Operationactivities                                   |  |                                      | — |    |  |                 | — |                      |  |         | 1       |         |  |   | — |    |  |   | —                         |   |  |   | 1       |    |
| Investingactivities                                   |  |                                      | — |    |  |                 | — |                      |  |         | (1      | )       |  |   | — |    |  |   | —                         |   |  |   | (1      | )  |
| Netcash provided by/(used in) discontinuedoperation   |  |                                      | — |    |  |                 | — |                      |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | — |    |
|                                                       |

47

----

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  |  |                                    | — |           |  |         | — |         |  |   | —                                                 |   |  |   | — |    |
|                                                       |

19.    SubsequentEvents

On October  5, 2005, the Company announcedthat it has signed a letter of intent to divest its COC business to aventure between Daicel Chemical Industries Ltd. and the Company'sPolyplastics Co., Ltd. venture.

On October  7, 2005, theCompany announced the sale of its Acetate manufacturing facility inRock Hill, South Carolina to Greens of Rock Hill LLC. Production at thefacility was phased out earlier in 2005 as part of its previouslyannounced plans to consolidate its acetate flake manufacturingoperations. The Company is assessing the accounting impact of thetransaction.

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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") 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 September 30,2005 and December 31, 2004, the Purchaser acquired additional CAGShares for a purchase price of $397 million and $33 million,respectively. As of September 30, 2005 and December 31, 2004, thePurchaser's ownership percentage was approximately 96% and84%, respectively. The additional CAG Shares were acquiredpursuant to either i) the mandatory offer commenced in September 2004that will expire on December  1, 2005, unless further extended orii) the recent purchase of CAG shares as described below.

Recent purchases of CAG shares

In August 2005, theCompany acquired approximately 5.9 million, or approximately12%, of the outstanding CAG Shares from two shareholders of CAGfor the aggregate consideration of approximately €302million ($369 million). In addition, the Company also paid to suchshareholders an additional purchase price of approximately€12 million ($15 million) in consideration for thesettlement of certain claims and for such shareholders agreeing to,among other things, (1) accept the shareholders' resolutionspassed at the extraordinary general meeting of CAG held on July 30 and31, 2004 and the annual general meeting of CAG held on May 19 and 20,2005, (2) acknowledge the legal effectiveness of the domination andprofit and loss transfer agreement, (3) irrevocably withdraw and

49

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abandon all actions, applications and appealseach brought or joined in legal proceedings related to, among otherthings, challenging the effectiveness of the Domination Agreement andamount of fair cash compensation offered by Purchaser in the mandatoryoffer required by Section 305(1) of the German Stock Corporation Act,(4) refrain from acquiring any CAG Shares or any other investment inCAG, and (5) refrain from taking any future legal action with respectto shareholder resolutions or corporate actions of CAG. The Companypaid the aggregate consideration of €314 million ($384million) for the additional CAG Shares that were acquired from suchshareholders and for the agreements described above using availablecash. The Company also announced that it would increase its offer topurchase any remaining outstanding CAG Shares to €51 pershare (plus interest on €41.92 per share) for all minorityshareholders that would accept the increased offer on or prior toSeptember 29, 2005 and waive their rights to participate in an increaseof the offer consideration as a result of the pending awardproceedings. In addition, all shareholders who tendered their sharespursuant to the mandatory offer of €41.92 per sharecommenced in September 2004 and continuing as of the date of thisfiling, were entitled to claim the difference between the increasedoffer of €51 per share and the mandatory offer of€41.92 per share. Any shareholder who accepted theincreased offer of €51 per share, or claimed thedifference between the mandatory offer and the increased offer, wasobligated to agree to waive its rights to participate in any possiblefuture increase of the offer consideration as a result of the pendingaward proceedings. For minority shareholders who did not accept theincreased offer on or prior to the September 29, 2005 expiration date,the terms of the original €41.92 per share mandatory offerwill continue to apply. The mandatory offer will expire on December 1,2005, unless further extended.

As of November 2, 2005, theCompany increased its ownership interest in CAG to approximately98% as a result of additional shares tendered under themandatory offer.

We accounted for the initial acquisition of CAGusing the purchase method of accounting and, accordingly, this resultedin a new basis of accounting. The purchase price was allocated based onthe fair value of the underlying assets acquired and liabilitiesassumed. The assets acquired and liabilities assumed are reflected atfair value for the approximately 84% portion acquired and at CAGhistorical basis for the remaining approximate 16%. The excessof the total purchase price over the fair value of the net assetsacquired at closing was allocated to goodwill, and this indefinitelived asset is subject to an annual impairment review. During the threemonths ended March 31, 2005, the Company finalized its purchaseaccounting adjustments for the original acquisition of CAG. (See Notes2 and 8 to the Unaudited Interim Consolidated FinancialStatements).

In the nine months ended September 30, 2005, theCompany increased goodwill by $15 million as a result of purchaseaccounting adjustments related to the original acquisition of CAGshares and to the acquisition of additional CAG shares. Included inthis adjustment is a $23 million increase to goodwill, and acorresponding increase to the Company's minority interestliability primarily associated with the organizational restructuringthat occurred in October 2004 (see Note 2 to the Unaudited InterimConsolidated Financial Statements). The Company is in the process ofdetermining the fair value of all assets acquired and liabilitiesassumed for the additional CAG shares acquired. The Company expects tofinalize the purchase accounting for this transaction by June 30, 2006.(See Notes 2 and 8 to the Unaudited Interim Consolidated FinancialStatements).

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 

50

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primarily financed this acquisition throughborrowings of $200 million under the amended and restated senior creditfacilities (See Notes 6, 8 and 9 to the Unaudited Interim ConsolidatedFinancial Statements).

In September 2005, in connection with theVinamul transaction, the Company sold its emulsion powders business toICI for approximately $25 million. The transaction includes a proposedsupply agreement whereby the Company will supply product to ICI for aperiod of up to fifteen years. Net sales and pre-tax earnings for theemulsions powders business for the nine months ended September 30, 2005were approximately $30 million and $1 million, respectively.

InJuly 2005, the Company acquired Acetex Corporation(Acetex")for $270 million and assumed Acetex's $247 million of net debt,which is net of cash acquired of $54 million. Acetex's operationsinclude an acetyls business with plants in Europe and a North-Americanspecialty polymers and film business. The Company acquired Acetex usingprimarily existing cash. The Company caused Acetex to exercise itsoption to redeem its 10 7/8% senior notes due2009 totaling $265 million. The redemption was funded primarily withcash on hand and occurred on August 19, 2005. The redemption price was$280 million, which represents 105.438% of the outstandingprincipal amount, plus accrued and unpaid interest to August 19, 2005.On August 25, 2005, the Company repaid the remaining $36 million ofassumed debt with available cash.

In connection with theacquisitions of Vinamul and Acetex, the Company has preliminarilyallocated the purchase price to assets acquired and liabilities assumedprimarily based on the historical cost of the business acquired.Included in the liabilities assumed are obligations related to theacquired pension and postretirement benefit plans. The excess of thepurchase price over the amounts allocated to assets and liabilities forVinamul and Acetex is included in goodwill, and as of September 30,2005 is preliminarily estimated to be approximately $27 million and$244 million, respectively. The Company expects to finalize thepurchase accounting for the Vinamul and Acetex by December 31, 2005 andJune 30, 2006, respectively.

As of the acquisition dates ofVinamul and Acetex, the Company began formulating plans to exit orrestructure certain activities. The Company has not completed theseanalyses, and as of September 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 bematerial.

Successor

Successor—Representsthe Company's unaudited consolidated financial position as ofSeptember  30, 2005 and December 31, 2004 and its unauditedconsolidated results of operations for the three months ended September30, 2005, June 30, 2005, March 31, 2005, September 30, 2004 and June30, 2004, for the nine months ended September 30, 2005 and for the sixmonths ended September 30, 2004 and cash flows for the nine monthsended September 30, 2005 and for the six months ended September 30,2004. These consolidated financial statements reflect the applicationof purchase accounting, described above, relating to the originalacquisition of CAG and preliminary purchase price accountingadjustments relating to the acquisitions of Vinamul, Acetex andadditional CAG shares acquired during the nine months ended September30, 2005.

Predecessor

Predecessor—Represents CAG's consolidated results ofoperations and cash flows for the three months ended March 31, 2004.These consolidated financial statements relate to periods prior to theoriginal acquisition of CAG and present CAG's historical basis ofaccounting without the application of purchase accounting.

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.

CelaneseCorporation Initial Public Offering and Concurrent Financings

In January 2005, Celanese Corporation, the Company's ultimateParent, completed an initial public offering of Series A common stockand convertible perpetual preferred stock for net proceeds

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of $985 million. Celanese Corporationcontributed $572 million of the net proceeds to the Company. TheCompany used such proceeds to repay $572 million of senior subordinatednotes, which includes an early redemption premium of $51 million.

Subsequent to the closing of the initial public offering, theCompany borrowed an additional $1,135 million under the amended andrestated senior credit facilities, a portion of which was used to repaya $350 million floating rate term loan, which excludes a $4 millionearly redemption premium, 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.

RecentHighlights:

|              |                                                                                                                                                                                                                                                                                                |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Increased ourownership of CAG to approximately 98% as of November 2, 2005following an agreement with major shareholders and ongoing tenderoffers. In November 2005, the Company's Board of Directorsapproved commencement of the process for effecting a squeeze-out ofremaining shareholders. |

|              |                                                                                    |
|--------------|------------------------------------------------------------------------------------|
| •  | Appointment of John J. GallagherIII as vice president and chief financial officer. |

|              |                                                                                                                                              |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Completed the sale of the RockHill cellulose acetate manufacturing site in October 2005 as part ofthe restructuring of the Acetate business. |

|              |                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Completed the acquisition ofAcetex Corporation and redemption of Acetex's ouststanding10 7/8% senior notes, primarily with availablecash. |

|              |                                                                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Completed the transitionto purchase the Company's full requirement of Gulf Coast methanolfrom Southern Chemical Corporation, a Trinidad-based supplier, in anarrangement that is expected to yield significantsavings. |

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| •  | Discontinuedproduction of certain acetate flake and relocated the Acetate Productsheadquarters to Dallas. |

|              |                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------|
| •  | Announced the closure andrelocation of our Bedminster, NJ corporate office 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. |

|              |                                                                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Signed a letter ofintent to divest the non-core cyclo-olephin copolymer("COC") business to a venture between DaicelChemical Industries Ltd. and our Polyplastics equity investment. |

Overview

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

In thethree months ended September 30, 2005, net sales rose 21% to$1,536 million compared to $1,265 million in the same period last yearprimarily due to higher pricing, mainly in the Chemical Productssegment, and the net sales from the recently acquired Vinamul andAcetex businesses. Operating profit more than tripled to $93 millioncompared to $25 million last year principally driven by higher pricing,productivity improvements and a decrease in special charges of $35million. These effects more than offset higher raw material and energycosts, mainly for ethylene and natural gas. Operating profit in thethree months ended September 30, 2005 included a $15 million charge tocost of sales for a non-cash inventory-related purchase accountingadjustments. For the three months ended September 30, 2005, Acetex(including AT Plastics) and Vinamul, had operating losses of $1

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million and $3 million, respectively,primarily related to inventory purchase accounting adjustments andintegration costs in connection with the acquisitions. The Companyrecorded net earnings of $57 million compared to a net loss of $29million. The third quarter of 2005 benefited from higher operatingprofit, partially offset by a $5 million increase in 2005 in interestexpense due to higher debt levels and higher interest rates.

InSeptember 2005, the Company announced a controlled shutdown of itsplants in Clear Lake, Pasadena, Bay City and Bishop, Texas inpreparation for Hurricane Rita. The Company subsequently announced thatthese plants sustained minimal damage from this hurricane. Productionhas resumed at these plants. The Company believes the hurricane willhave an aggregate negative impact on earnings of approximately $15million in the third and fourth quarters of 2005.

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

In the three months ended June 30, 2005, net salesrose 23% to $1,517 million compared to $1,229 million in thesame period last year primarily on higher pricing, mainly in ChemicalProducts, and the sales of the recently acquired Vinamul emulsionsbusiness, which closed in the first quarter of 2005. Operating profitrose significantly to $154 million versus $25 million last year onmargin expansion principally driven by higher pricing and productivityimprovements. These effects more than offset higher raw material andenergy costs, mainly for ethylene and natural gas, and higher specialcharges. Operating profit in 2004 included a $49 million charge for anon-cash inventory-related purchase accounting adjustment. The Companyrecorded net earnings of $80 million compared to a net loss of $116million, which included $71 million of deferred financing costs for theprepayment of the senior subordinated bridge loan facilities. Thesecond quarter of 2005 benefited from higher operating profit and a $37million favorable change 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.

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

In the three months ended March 31, 2005, net salesrose 21% to $1,509 million compared to $1,243 million, in thesame period last year, primarily on significant higher pricing. Highervolumes, favorable currency movements and composition changes, of which$66 million was related to the Vinamul emulsions acquisition, increasednet sales. The Company recorded lower net earnings of $15 millioncompared to $78 million for CAG largely due to higher interest expense,which included $78 million in refinancing related costs (comprisingearly redemption premiums and accelerated amortization of deferredfinancing costs of $55 million and $23 million, respectively), andhigher special charges, mainly due to $35 million in expenses for thetermination of sponsor monitoring services. The three months endedMarch 31, 2005 benefited from higher pricing mainly in ChemicalProducts, driven by strong demand and higher industry capacityutilization. The Company also benefited from cost savings resultingfrom restructuring and productivity improvement programs as well aslower depreciation and amortization. These benefits were partiallyoffset by higher raw materials and energy costs.

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    FinancialHighlights

|                                                                            |  |                                     |         |                                      |  |                                    |         |                                   |  |                                 |         |         |  |        |        |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|-------------------------------------|---------|--------------------------------------|--|------------------------------------|---------|-----------------------------------|--|---------------------------------|---------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                           |         | Successor                            |  | Successor                          |         | Successor                         |  | Predecessor                     |
|                                                                       |  | ThreeMonths Ended September 30,2005 |         | ThreeMonths Ended September 30, 2004 |  | NineMonthsEnded September 30, 2005 |         | SixMonthsEnded September 30, 2004 |  | ThreeMonths Ended March 31,2004 |
|                                                                       |  | (in $millions)                      |
| **Statement of OperationsData:**                                           |  |                                |    |                                 |  |                               |    |                              |  |                            |    |    |  |   |   |    |  |   |   |    |
| Netsales                                                                   |  |                                | 1,536   |                                 |  |                               | 1,265   |                              |  |                            | 4,562   |    |  |   | 2,494  |    |  |   | 1,243  |    |
| Specialcharges                                                             |  |                                | (24     | )                               |  |                               | (59     | )                            |  |                            | (89     | )  |  |   | (58    | )  |  |   | (28    | )  |
| Operatingprofit                                                            |  |                                | 93      |                                 |  |                               | 25      |                              |  |                            | 416     |    |  |   | 50     |    |  |   | 52     |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                | 86      |                                 |  |                               | 11      |                              |  |                            | 276     |    |  |   | (84    | )  |  |   | 72     |    |
| Earnings(loss) from continuingoperations                                   |  |                                | 57      |                                 |  |                               | (29     | )                            |  |                            | 152     |    |  |   | (144   | )  |  |   | 55     |    |
| Earnings(loss) from discontinuedoperations                                 |  |                                | — |                                 |  |                               | — |                              |  |                            | — |    |  |   | (1     | )  |  |   | 23     |    |
| Netearnings(loss)                                                          |  |                                | 57      |                                 |  |                               | (29     | )                            |  |                            | 152     |    |  |   | (145   | )  |  |   | 78     |    |
|                                                                            |

|                                                                                             |  |                        |        |                      |  |        |        |        |  |  |
|---------------------------------------------------------------------------------------------|--|------------------------|--------|----------------------|--|--------|--------|--------|--|--|
|                                                                                        |  | Successor              |
|                                                                                        |  | Asof September 30,2005 |        | As ofDecember31,2004 |
|                                                                                        |  | (in $millions)         |
| **Balance SheetData:**                                                                      |  |                   |   |                 |  |   |   |   |
| Short-term borrowings and currentinstallments of long-term debt - third party andaffiliates |  |                   | 181    |                 |  |   | 144    |   |
| Plus: Long-termdebt                                                                         |  |                   | 2,945  |                 |  |   | 2,716  |   |
| Totaldebt                                                                                   |  |                   | 3,126  |                 |  |   | 2,860  |   |
| Less: Cash and cashequivalents                                                              |  |                   | 400    |                 |  |   | 838    |   |
| Netdebt                                                                                     |  |                   | 2,726  |                 |  |   | 2,022  |   |
|                                                                                             |

|                                                                                                        |  |                                   |        |                                   |  |                                    |        |                                   |  |                                |        |         |  |        |        |          |  |        |        |         |  |  |
|--------------------------------------------------------------------------------------------------------|--|-----------------------------------|--------|-----------------------------------|--|------------------------------------|--------|-----------------------------------|--|--------------------------------|--------|---------|--|--------|--------|----------|--|--------|--------|---------|--|--|
|                                                                                                   |  | Successor                         |        | Predecessor                       |
|                                                                                                   |  | ThreeMonthsEndedSeptember 30,2005 |        | ThreeMonthsEndedSeptember 30,2004 |  | NineMonthsEnded September 30, 2005 |        | SixMonthsEnded September 30, 2004 |  | ThreeMonthsEnded March31, 2004 |
|                                                                                                   |  | (in $millions)                    |
| **OtherData:**                                                                                         |  |                              |   |                              |  |                               |   |                              |  |                           |   |    |  |   |   |     |  |   |   |    |
| Depreciationandamortization                                                                            |  |                              | 70     |                              |  |                               | 79     |                              |  |                           | 200    |    |  |   | 150    |     |  |   | 72     |    |
| Operatingmargin(1)                                                                                     |  |                              | 6.1    | %                            |  |                               | 2.0    | %                            |  |                           | 9.1    | %  |  |   | 2.0    | %   |  |   | 4.2    | %  |
| Earnings(loss) from continuing operations before tax and minority interests asa percentage of netsales |  |                              | 5.6    | %                            |  |                               | 0.9    | %                            |  |                           | 6.0    | %  |  |   | (3.4   | )%  |  |   | 5.8    | %  |
|                                                                                                        |

|  |
|--|
|  |  |
|  |

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

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CELANESE HOLDINGS ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS

|                                                                            |  |                   |         |                                  |  |               |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|-------------------|---------|----------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor         |
|                                                                       |  | ThreeMonths Ended |         | Nine MonthsEndedSeptember30,2005 |
|                                                                       |  | September30,2005  |         | June 30, 2005                    |  | March 31,2005 |         |
|                                                                       |  | (in $millions)    |
| Netsales                                                                   |  |              | 1,536   |                             |  |          | 1,517   |    |  |   | 1,509   |    |  |   | 4,562   |    |
| Costofsales                                                                |  |              | (1,253  | )                           |  |          | (1,175  | )  |  |   | (1,125  | )  |  |   | (3,553  | )  |
| Selling,general and administrative expenses                                |  |              | (143    | )                           |  |          | (134    | )  |  |   | (158    | )  |  |   | (435    | )  |
| Researchand developmentexpenses                                            |  |              | (22     | )                           |  |          | (23     | )  |  |   | (23     | )  |  |   | (68     | )  |
| Specialcharges:                                                            |  |              |    |                             |  |          |    |    |  |   |    |    |  |   |    |    |
| Insurance recoveries associated withplumbingcases                          |  |              | — |                             |  |          | 4       |    |  |   | — |    |  |   | 4       |    |
| Restructuring,impairment and other specialcharges                          |  |              | (24     | )                           |  |          | (31     | )  |  |   | (38     | )  |  |   | (93     | )  |
| Foreignexchange gain (loss),net                                            |  |              | (2      | )                           |  |          | (1      | )  |  |   | 3       |    |  |   | — |    |
| Gain(loss) on disposition of assets,net                                    |  |              | 1       |                             |  |          | (3      | )  |  |   | 1       |    |  |   | (1      | )  |
| Operatingprofit                                                            |  |              | 93      |                             |  |          | 154     |    |  |   | 169     |    |  |   | 416     |    |
| Equityin net earnings ofaffiliates                                         |  |              | 21      |                             |  |          | 12      |    |  |   | 15      |    |  |   | 48      |    |
| Interestexpense                                                            |  |              | (62     | )                           |  |          | (59     | )  |  |   | (140    | )  |  |   | (261    | )  |
| Interestincome                                                             |  |              | 7       |                             |  |          | 8       |    |  |   | 10      |    |  |   | 25      |    |
| Otherincome (expense),net                                                  |  |              | 27      |                             |  |          | 18      |    |  |   | 3       |    |  |   | 48      |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |              | 86      |                             |  |          | 133     |    |  |   | 57      |    |  |   | 276     |    |
| Incometaxprovision                                                         |  |              | (26     | )                           |  |          | (40     | )  |  |   | (17     | )  |  |   | (83     | )  |
| Earnings(loss) from continuing operations before minorityinterests         |  |              | 60      |                             |  |          | 93      |    |  |   | 40      |    |  |   | 193     |    |
| Minorityinterests                                                          |  |              | (3      | )                           |  |          | (13     | )  |  |   | (25     | )  |  |   | (41     | )  |
| Earnings(loss) from continuingoperations                                   |  |              | 57      |                             |  |          | 80      |    |  |   | 15      |    |  |   | 152     |    |
| Earnings(loss) from discontinuedoperations                                 |  |              | — |                             |  |          | — |    |  |   | — |    |  |   | — |    |
| Netearnings(loss)                                                          |  |              | 57      |                             |  |          | 80      |    |  |   | 15      |    |  |   | 152     |    |
|                                                                            |

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CELANESE HOLDINGS ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS

|                                                                            |  |                   |         |                                  |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|-------------------|---------|----------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor         |         | Predecessor                      |
|                                                                       |  | ThreeMonths Ended |         | Three Months Ended March31, 2004 |
|                                                                       |  | September30,2004  |         | June30,2004                      |  |
|                                                                       |  | (in $millions)    |
| Netsales                                                                   |  |              | 1,265   |                             |  |   | 1,229   |    |  |   | 1,243   |    |
| Costofsales                                                                |  |              | (1,005  | )                           |  |   | (1,058  | )  |  |   | (1,002  | )  |
| Selling,general and administrativeexpenses                                 |  |              | (153    | )                           |  |   | (125    | )  |  |   | (137    | )  |
| Researchand developmentexpenses                                            |  |              | (23     | )                           |  |   | (22     | )  |  |   | (23     | )  |
| Specialcharges:                                                            |  |              |    |                             |  |   |    |    |  |   |    |    |
| Insurancerecoveries associated with plumbingcases                          |  |              | (1      | )                           |  |   | 2       |    |  |   | — |    |
| Restructuring,impairment and other specialcharges                          |  |              | (58     | )                           |  |   | (1      | )  |  |   | (28     | )  |
| Foreignexchange gain (loss),net                                            |  |              | (2      | )                           |  |   | — |    |  |   | — |    |
| Gain(loss) on disposition of assets,net                                    |  |              | 2       |                             |  |   | — |    |  |   | (1      | )  |
| Operatingprofit                                                            |  |              | 25      |                             |  |   | 25      |    |  |   | 52      |    |
| Equity innet earnings ofaffiliates                                         |  |              | 17      |                             |  |   | 18      |    |  |   | 12      |    |
| Interestexpense                                                            |  |              | (57     | )                           |  |   | (124    | )  |  |   | (6      | )  |
| Interestincome                                                             |  |              | 9       |                             |  |   | 7       |    |  |   | 5       |    |
| Other income(expense),net                                                  |  |              | 17      |                             |  |   | (21     | )  |  |   | 9       |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |              | 11      |                             |  |   | (95     | )  |  |   | 72      |    |
| Incometaxprovision                                                         |  |              | (48     | )                           |  |   | (10     | )  |  |   | (17     | )  |
| Earnings(loss) from continuing operations before minorityinterests         |  |              | (37     | )                           |  |   | (105    | )  |  |   | 55      |    |
| Minorityinterests                                                          |  |              | 8       |                             |  |   | (10     | )  |  |   | — |    |
| Earnings(loss) from continuingoperations                                   |  |              | (29     | )                           |  |   | (115    | )  |  |   | 55      |    |
| Earnings(loss) from discontinuedoperations:                                |  |              |    |                             |  |   |    |    |  |   |    |    |
| Lossfrom operation of discontinuedoperations                               |  |              | — |                             |  |   | (1      | )  |  |   | (5      | )  |
| Gainon disposal of discontinuedoperations                                  |  |              | — |                             |  |   | — |    |  |   | 14      |    |
| Incometaxbenefit                                                           |  |              | — |                             |  |   | — |    |  |   | 14      |    |
| Earnings(loss) from discontinuedoperations                                 |  |              | — |                             |  |   | (1      | )  |  |   | 23      |    |
| Netearnings(loss)                                                          |  |              | (29     | )                           |  |   | (116    | )  |  |   | 78      |    |
|                                                                            |

56

----

Selected Data by Business Segment —Three Months Ended September 30, 2005 Compared with Three Months EndedSeptember 30,2004

|                                                                                  |  |                                      |         |                                      |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------|--|--------------------------------------|---------|--------------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                             |  | Successor                            |         | Successor                            |  |       |
|                                                                             |  | ThreeMonths Ended September 30, 2005 |         | ThreeMonths Ended September 30, 2004 |  | Change in$ |
|                                                                             |  | (in $millions)                       |
| **NetSales**                                                                     |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                                 | 1,100   |                                 |  |       | 840     |    |  |   | 260     |    |
| TechnicalPolymersTicona                                                          |  |                                 | 212     |                                 |  |       | 213     |    |  |   | (1      | )  |
| AcetateProducts                                                                  |  |                                 | 163     |                                 |  |       | 176     |    |  |   | (13     | )  |
| PerformanceProducts                                                              |  |                                 | 46      |                                 |  |       | 47      |    |  |   | (1      | )  |
| SegmentTotal                                                                     |  |                                 | 1,521   |                                 |  |       | 1,276   |    |  |   | 245     |    |
| OtherActivities                                                                  |  |                                 | 55      |                                 |  |       | 20      |    |  |   | 35      |    |
| IntersegmentEliminations                                                         |  |                                 | (40     | )                               |  |       | (31     | )  |  |   | (9      | )  |
| TotalNetSales                                                                    |  |                                 | 1,536   |                                 |  |       | 1,265   |    |  |   | 271     |    |
|                                                                             |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| **SpecialCharges**                                                               |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                                 | 12      |                                 |  |       | 3       |    |  |   | 9       |    |
| TechnicalPolymersTicona                                                          |  |                                 | 1       |                                 |  |       | 6       |    |  |   | (5      | )  |
| AcetateProducts                                                                  |  |                                 | 9       |                                 |  |       | 50      |    |  |   | (41     | )  |
| PerformanceProducts                                                              |  |                                 | — |                                 |  |       | — |    |  |   | — |    |
| SegmentTotal                                                                     |  |                                 | 22      |                                 |  |       | 59      |    |  |   | (37     | )  |
| OtherActivities                                                                  |  |                                 | 2       |                                 |  |       | — |    |  |   | 2       |    |
| TotalSpecialCharges                                                              |  |                                 | 24      |                                 |  |       | 59      |    |  |   | (35     | )  |
|                                                                             |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| **OperatingProfit(Loss)**                                                        |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                                 | 98      |                                 |  |       | 83      |    |  |   | 15      |    |
| TechnicalPolymersTicona                                                          |  |                                 | 18      |                                 |  |       | 15      |    |  |   | 3       |    |
| AcetateProducts                                                                  |  |                                 | 4       |                                 |  |       | (39     | )  |  |   | 43      |    |
| PerformanceProducts                                                              |  |                                 | 13      |                                 |  |       | 12      |    |  |   | 1       |    |
| SegmentTotal                                                                     |  |                                 | 133     |                                 |  |       | 71      |    |  |   | 62      |    |
| OtherActivities                                                                  |  |                                 | (40     | )                               |  |       | (46     | )  |  |   | 6       |    |
| TotalOperatingProfit                                                             |  |                                 | 93      |                                 |  |       | 25      |    |  |   | 68      |    |
|                                                                             |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| **Earnings(Loss) from Continuing Operations Before Tax and MinorityInterests**   |  |                                 |    |                                 |  |       |    |    |  |   |    |    |
| ChemicalProducts                                                                 |  |                                 | 134     |                                 |  |       | 100     |    |  |   | 34      |    |
| TechnicalPolymersTicona                                                          |  |                                 | 34      |                                 |  |       | 29      |    |  |   | 5       |    |
| AcetateProducts                                                                  |  |                                 | 4       |                                 |  |       | (39     | )  |  |   | 43      |    |
| PerformanceProducts                                                              |  |                                 | 10      |                                 |  |       | 11      |    |  |   | (1      | )  |
| SegmentTotal                                                                     |  |                                 | 182     |                                 |  |       | 101     |    |  |   | 81      |    |
| OtherActivities                                                                  |  |                                 | (96     | )                               |  |       | (90     | )  |  |   | (6      | )  |
| TotalEarnings (Loss) from Continuing Operations Before Tax and MinorityInterests |  |                                 | 86      |                                 |  |       | 11      |    |  |   | 75      |    |
|                                                                                  |

57

----

Selected Data by Business Segment— Three Months Ended September 30, 2005 Compared with ThreeMonths Ended September 30, 2004(Continued)

|                                     |  |                                     |        |                                      |  |            |        |        |  |        |        |         |  |  |
|-------------------------------------|--|-------------------------------------|--------|--------------------------------------|--|------------|--------|--------|--|--------|--------|---------|--|--|
|                                |  | Successor                           |        | Successor                            |  |       |
|                                |  | ThreeMonths EndedSeptember 30, 2005 |        | ThreeMonths Ended September 30, 2004 |  | Change in$ |
|                                |  | (in $millions)                      |
| **Depreciation &Amortization**  |  |                                |   |                                 |  |       |   |   |  |   |   |    |
| ChemicalProducts                    |  |                                | 45     |                                 |  |       | 39     |   |  |   | 6      |    |
| TechnicalPolymersTicona             |  |                                | 13     |                                 |  |       | 19     |   |  |   | (6     | )  |
| AcetateProducts                     |  |                                | 3      |                                 |  |       | 16     |   |  |   | (13    | )  |
| PerformanceProducts                 |  |                                | 4      |                                 |  |       | 3      |   |  |   | 1      |    |
| SegmentTotal                        |  |                                | 65     |                                 |  |       | 77     |   |  |   | (12    | )  |
| OtherActivities                     |  |                                | 5      |                                 |  |       | 2      |   |  |   | 3      |    |
| TotalDepreciation &Amortization |  |                                | 70     |                                 |  |       | 79     |   |  |   | (9     | )  |
|                                     |

FactorsAffecting Third Quarter 2005 Segment Net Sales Compared to ThirdQuarter2004

|                         |  |        |     |          |  |          |    |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------|--|--------|-----|----------|--|----------|----|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
| inpercent               |  | Volume |     | Price    |  | Currency |    | Other*  |  | Total  |
| ChemicalProducts        |  |   | 2   | %   |  |     | 12 | %  |  |   | 1       | %  |  |   | 16      | %  |  |   | 31      | %  |
| TechnicalPolymersTicona |  |   | (5  | )   |  |     | 5  |    |  |   | — |    |  |   | — |    |  |   | — |    |
| AcetateProducts         |  |   | (12 | )   |  |     | 5  |    |  |   | — |    |  |   | — |    |  |   | (7      | )  |
| PerformanceProducts     |  |   | 2   |     |  |     | (4 | )  |  |   | — |    |  |   | — |    |  |   | (2      | )  |
| SegmentTotal            |  |   | (1  | )%  |  |     | 9  | %  |  |   | — | %  |  |   | 11      | %  |  |   | 19      | %  |
|                         |

|  |
|--|
|  |  |
|  |

|   |                                                                                                                                                 |
|---|-------------------------------------------------------------------------------------------------------------------------------------------------|
| * | Primarilyrepresents net sales of the recently acquired Vinamul and Acetexbusinesses, excluding AT Plastics which is included in OtherActivities |

58

----

Summary by Business Segment —Three Months Ended September 30, 2005 Compared with Three Months EndedSeptember 30, 2004

ChemicalProducts

|                                                                            |  |                                      |        |                                      |  |             |        |         |  |        |        |        |  |  |
|----------------------------------------------------------------------------|--|--------------------------------------|--------|--------------------------------------|--|-------------|--------|---------|--|--------|--------|--------|--|--|
|                                                                       |  | Successor                            |        | Successor                            |  |        |
| in$ millions (except forpercentages)                                       |  | Three Months EndedSeptember 30, 2005 |        | Three Months Ended September30, 2004 |  | Change in $ |
| Netsales                                                                   |  |                                 | 1,100  |                                 |  |        | 840    |    |  |   | 260    |   |
| Netsalesvariance:                                                          |  |                                 |   |                                 |  |        |   |    |  |   |   |   |
| Volume                                                                     |  |                                 | 2      | %                               |  |        |   |    |  |   |   |   |
| Price                                                                      |  |                                 | 12     | %                               |  |        |   |    |  |   |   |   |
| Currency                                                                   |  |                                 | 1      | %                               |  |        |   |    |  |   |   |   |
| Other                                                                      |  |                                 | 16     | %                               |  |        |   |    |  |   |   |   |
| Operatingprofit                                                            |  |                                 | 98     |                                 |  |        | 83     |    |  |   | 15     |   |
| Operatingmargin                                                            |  |                                 | 8.9    | %                               |  |        | 9.9    | %  |  |   |   |   |
| Specialcharges                                                             |  |                                 | 12     |                                 |  |        | 3      |    |  |   | 9      |   |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                 | 134    |                                 |  |        | 100    |    |  |   | 34     |   |
| Depreciationandamortization                                                |  |                                 | 45     |                                 |  |        | 39     |    |  |   | 6      |   |
|                                                                            |

ThreeMonths Ended September 30, 2005 Compared with Three Months EndedSeptember 30, 2004

Chemical Products' net salesincreased 31% to $1,100 million compared to the same period lastyear primarily due to the recent acquisitions of Vinamul and Acetex, aswell as higher pricing. Pricing increased in all products, primarily inacetic acid, vinyl acetate and acetyl derivatives. The price increasewas driven by continued strong demand, high utilization in baseproducts across the industry and higher raw material costs,particularly for ethylene and natural gas.

For the three monthsended September 30, 2005, the Chemical Products' segment recordedspecial charges of $12 million compared to $3 million in the sameperiod last year. The increase in special charges primarily relates tocharges for a change in environmental remediation strategy related tothe closure of the Edmonton methanol plant, as well as severancerelated to the same closure.

Earnings from continuing operationsbefore tax and minority interests increased 34% to $134 millioncompared to the same period last year benefiting from increasedoperating profit and dividends from the Ibn Sina cost investment.Dividends more than doubled to $33 million for the three months endedSeptember 30, 2005 from $15 million in the same period last year,primarily due to higher methanol pricing. Higher selling prices forbase products more than offset higher raw material costs, such asethylene and natural gas. However, downstream products, such asemulsions and polyvinyl alcohol experienced margin compression, as rawmaterial costs rose faster than pricing. The increase in earnings waspartially offset by higher energy costs, increased special charges, a$7 million charge to cost of sales for non-cash inventory-relatedpurchase accounting adjustments and integration costs in connectionwith the Vinamul and Acetex acquisitions. For the three months endedSeptember 30, 2005, Vinamul and Acetex (excluding AT Plastics) hadlosses of $4 million and $2 million,respectively.

59

----

Technical PolymersTicona

|                                                                            |  |                                    |        |                                    |  |            |        |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|------------------------------------|--------|------------------------------------|--|------------|--------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                          |        | Successor                          |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedSeptember 30,2005 |        | Three MonthsEnded September30,2004 |  | Change in$ |
| Netsales                                                                   |  |                               | 212    |                               |  |       | 213    |    |  |   | (1     | )  |
| Netsalesvariance:                                                          |  |                               |   |                               |  |       |   |    |  |   |   |    |
| Volume                                                                     |  |                               | (5     | )%                            |  |       |   |    |  |   |   |    |
| Price                                                                      |  |                               | 5      | %                             |  |       |   |    |  |   |   |    |
| Operatingprofit                                                            |  |                               | 18     |                               |  |       | 15     |    |  |   | 3      |    |
| Operatingmargin                                                            |  |                               | 8.5    | %                             |  |       | 7.0    | %  |  |   |   |    |
| Specialcharges                                                             |  |                               | 1      |                               |  |       | 6      |    |  |   | (5     | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                               | 34     |                               |  |       | 29     |    |  |   | 5      |    |
| Depreciationandamortization                                                |  |                               | 13     |                               |  |       | 19     |    |  |   | (6     | )  |
|                                                                            |

ThreeMonths Ended September 30, 2005 Compared with Three Months EndedSeptember 30, 2004

Ticona's net sales declined by $1million to $212 million from the same period last year. The Company wassuccessful in its pricing initiatives, which nearly offset lowervolumes, mainly for polyacetal ("POM") due tothe weak European automotive market and reduced sales for lower endapplications.

Earnings from continuing operations before tax andminority interests increased 17% to $34 million from the sameperiod last year primarily due to progress in cost savings from anorganization redesign and restructuring initiatives, higher pricing andlower depreciation and amortization expense due to changes in theuseful life of certain property, plant and equipment. These factorswere partially offset by lower volumes, higher raw material costs andlower inventory compared to the same period last year when there was abuild for a planned maintenance turnaround.

60

----

AcetateProducts

|                                                                            |  |                                    |        |                                    |  |            |        |          |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|------------------------------------|--------|------------------------------------|--|------------|--------|----------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                          |        | Successor                          |  |       |
| In$ millions (except for percentages)                                      |  | Three MonthsEndedSeptember 30,2005 |        | Three MonthsEnded September30,2004 |  | Change in$ |
| Netsales                                                                   |  |                               | 163    |                               |  |       | 176    |     |  |   | (13    | )  |
| Netsalesvariance:                                                          |  |                               |   |                               |  |       |   |     |  |   |   |    |
| Volume                                                                     |  |                               | (12    | )%                            |  |       |   |     |  |   |   |    |
| Price                                                                      |  |                               | 5      | %                             |  |       |   |     |  |   |   |    |
| Operatingprofit                                                            |  |                               | 4      |                               |  |       | (39    | )   |  |   | 43     |    |
| Operatingmargin                                                            |  |                               | 2.5    | %                             |  |       | (22.2  | )%  |  |   |   |    |
| Specialcharges                                                             |  |                               | 9      |                               |  |       | 50     |     |  |   | (41    | )  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                               | 4      |                               |  |       | (39    | )   |  |   | 43     |    |
| Depreciationandamortization                                                |  |                               | 3      |                               |  |       | 16     |     |  |   | (13    | )  |
|                                                                            |

ThreeMonths Ended September 30, 2005 Compared with Three Months EndedSeptember 30, 2004

Net sales for Acetate Productsdecreased 7% to $163 million from the same period last year ashigher pricing for tow and flake and increased flake volumes did notoffset lower volumes for filament and tow. The lower volumes areattributed to the Company's anticipated exit from the filamentbusiness and the shutdown of a Canadian tow plant. The increase inpricing is primarily to cover increases in raw material costs.

For the three months ended September 30, 2005, the AcetateProducts' segment recorded special charges of $9 million comparedto $50 million in the same period last year. Special charges in thethree months ended September 30, 2005 primarily related to charges fora change in environmental remediation strategy related to the closureof the Edmonton methanol plant, while the special charges reflected inthe same period last year primarily represented asset impairmentsassociated with a major restructuring of the business.

Earningsfrom continuing operations before tax and minority interests increasedto $4 million compared a loss of $39 million in the same period lastyear, largely due to a decrease in special charges related torestructuring. The three months ended September 30, 2005 also includesa decrease in depreciation and amortization expenses, primarilyresulting from $8 million of charges for asset retirement obligationsrecorded in 2004 associated with a major restructuring of the business.Higher pricing and savings from restructuring and productivityimprovements were more than offset by increased raw material and energycosts, along with temporarily higher manufacturing costs resulting froma realignment of inventory levels as part of the restructuringstrategy.

61

----

PerformanceProducts

|                                                                            |  |                                    |         |                                    |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|------------------------------------|---------|------------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                          |         | Successor                          |  |       |
| in$ millions (except for percentages)                                      |  | Three MonthsEndedSeptember 30,2005 |         | Three MonthsEnded September30,2004 |  | Change in$ |
| Netsales                                                                   |  |                               | 46      |                               |  |       | 47      |    |  |   | (1      | )  |
| Netsalesvariance:                                                          |  |                               |    |                               |  |       |    |    |  |   |    |    |
| Volume                                                                     |  |                               | 2       | %                             |  |       |    |    |  |   |    |    |
| Price                                                                      |  |                               | (4      | )%                            |  |       |    |    |  |   |    |    |
| Operatingprofit                                                            |  |                               | 13      |                               |  |       | 12      |    |  |   | 1       |    |
| Operatingmargin                                                            |  |                               | 28.3    | %                             |  |       | 25.5    | %  |  |   |    |    |
| Specialcharges                                                             |  |                               | — |                               |  |       | — |    |  |   | — |    |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                               | 10      |                               |  |       | 11      |    |  |   | (1      | )  |
| Depreciationandamortization                                                |  |                               | 4       |                               |  |       | 3       |    |  |   | 1       |    |
|                                                                            |

ThreeMonths Ended September 30, 2005 Compared with Three Months EndedSeptember 30, 2004

Net sales for Performance Productsdecreased by $1 million to $46 million compared to the same period lastyear as higher volumes, primarily for Sunett® sweetener,were more than offset by lower pricing for the sweetener. The declinein pricing for Sunett sweetener continued to be consistent with theCompany's positioning strategy for the product.

Earningsfrom continuing operations before tax and minority interests decreasedby $1 million to $10 million compared to the same period last year ascost savings initiatives were offset by lower selling prices and animpairment of cost investments.

Other Activities

Other Activities primarily consists of corporate center costs,including financing and administrative activities, and certain otheroperating entities, including the captive insurance companies and theAT Plastics business, which was acquired in connection with theacquisition of Acetex in July 2005.

Three Months EndedSeptember 30, 2005 Compared with Three Months Ended September 30,2004

Net sales for Other Activities increased to $55 millionfrom $20 million in the same period last year primarily due to theaddition of $49 million in sales from the AT Plastics business, whichwas partially offset by lower third party sales from the captiveinsurance companies of $9 million and $5 million related to thedivestitures of the performance polymer polybenzamidazole and vectranpolymer fiber businesses the second quarter of 2005. Loss fromcontinuing operations before tax and minority interests increased to aloss of $96 million from a loss of $90 million in the same period lastyear. This increase is primarily due to higher interest expense of $5million due to higher debt levels and interest rates in addition to a$5 million charge to cost of sales for non-cash inventory-relatedpurchase accounting adjustments recorded in the AT Plastics business.These increases were partially offset by decreases in legal, audit andgeneral expenses associated with the acquisition of CAG.

62

----

Summary of Consolidated Results —Three Months Ended September 30, 2005 Compared with Three Months EndedSeptember 30, 2004

Net Sales

Net sales rose21% to $1,536 million in the third quarter of 2005 from $1,265million in the same period last year primarily due to a 9%increase related to higher pricing, mainly in the Chemical Productssegment, and an 11% increase in net sales from the recentlyacquired Vinamul and Acetex businesses. These increases were partiallyoffset by (1)% lower volumes primarily from the Acetate Productssegment resulting from the planned exit from the filament business andthe shutdown of a Canadian tow plant.

Gross ProfitMargin

Gross profit margin increased to $283 million or18% of net sales in the three months ended September 30, 2005from $260 million or 21% of net sales in the comparable periodlast year. The $23 million or 9% increase reflects significantlyhigher pricing primarily in Chemical Products and productivityimprovements. For the three months ended September 30, 2005, Vinamuland Acetex had a gross profit of $14 million and $6 million,respectively, which included inventory purchase accounting adjustmentsand integration costs in connection with the acquisitions. Downstreamproducts, such as emulsions and polyvinyl alcohol, however, experiencedmargin compression, as raw material costs rose faster than pricing. Theincrease is partially offset by a $15 million charge to cost of salesin the three months ended September 30, 2005 for non-cashinventory-related purchase accounting adjustments.

Selling,General and Administrative Expenses

Selling, general andadministrative expenses of $143 million in the three months endedSeptember 30, 2005 decreased $10 million from the same period lastyear. This decrease was due to ongoing cost savings initiatives,organizational redesign of the Ticona and other restructuringinitiatives in addition to decreases in legal, audit and generalexpenses associated with the acquisition of CAG. These decreases arepartially offset by the addition of cash associated with Vinamul andAcetex.

Special Charges

The components ofspecial charges for the three months ended September 30, 2005 and 2004were asfollows:

|                                                   |  |                                     |         |                                      |  |        |         |         |  |  |
|---------------------------------------------------|--|-------------------------------------|---------|--------------------------------------|--|--------|---------|---------|--|--|
|                                              |  | Successor                           |         | Successor                            |
|                                              |  | ThreeMonths EndedSeptember 30, 2005 |         | Three Months EndedSeptember 30, 2004 |
|                                              |  | (in $millions)                      |
| Employee terminationbenefits                      |  |                                | (9      | )                               |  |   | (6      | )  |
| Plant/officeclosures                              |  |                                | (1      | )                               |  |   | (52     | )  |
| Restructuringadjustments                          |  |                                | — |                                 |  |   | 1       |    |
| TotalRestructuring                                |  |                                | (10     | )                               |  |   | (57     | )  |
| Environmentalrelated plantclosures                |  |                                | (12     | )                               |  |   | — |    |
| Assetimpairments                                  |  |                                | (1      | )                               |  |   | — |    |
| Insurancerecoveries associated with plumbingcases |  |                                | — |                                 |  |   | (1      | )  |
| Other                                             |  |                                | (1      | )                               |  |   | (1      | )  |
| TotalSpecialCharges                               |  |                                | (24     | )                               |  |   | (59     | )  |
|                                                   |

Specialcharges decreased to $24 million compared to $59 million for the sameperiod last year. The decrease is primarily due to impairment chargesassociated with the Acetate Products segment restructuring recorded inthe third quarter of 2004. The third quarter of 2005 includes chargesrelated to a change in environmental remediation strategy related tothe closure of the Edmonton methanol plant, severance associated withthe same closure and severance related to the relocation of corporateoffices of $12 million, $6 million and $3 million, respectively.

63

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Operating Profit

Operating profit more than tripled to $93 million compared to $25million in the same period last year on margin expansion principallydriven by higher pricing, productivity improvements and $35 million inlower special charges. These effects more than offset higher rawmaterial and energy costs, mainly for ethylene and natural gas. For thethree months ended September 30, 2005, Acetex (including AT Plastics)and Vinamul, had operating losses of $1 million and $3 million,respectively, primarily related to inventory purchase accountingadjustments and integration costs in connection with the acquisitions.Operating profit in 2004 included $59 million in special charges,largely for non-cash asset impairments associated with therestructuring of the Acetate Products segment. Operating profit in 2005included $24 million in special charges and $15 million in inventorypurchase accounting adjustments.

Equity in Net Earnings ofAffiliates

Equity in net earnings of affiliates increasedby $4 million to $21 million for the three months ended September 30,2005, compared to the same period last year, primarily due to increasedperformance in the Company's Asian investments. Cashdistributions received from equity affiliates of $14 million for thethree months ended September 30, 2005 remained flat compared to thesame period last year.

Interest Expense

Interest expense increased $5 million to $62 million for the threemonths ended September 30, 2005 from $57 million in the same periodlast year mainly due to higher debt levels and interest rates in2005.

Other Income (Expense), Net

Other income(expense), net increased to $27 million of income for the three monthsended September 30, 2005, compared to income of $17 million for thecomparable period last year. This increase was primarily due to anincrease in dividend income of $16 million which was partially offsetby expenses associated with the anticipated guaranteed payment to CAGminority shareholders of $5 million, net of tax. Dividend incomeaccounted for under the cost method increased to $33 million for thethree months ended September 30, 2005, compared to $17 million in thesame period last year mainly due to higher methanol pricing from theCompany's methanol cost investment.

IncomeTaxes

Income taxes for the three months ended September30, 2005 and 2004 are recorded based on the estimated annual effectivetax rate. As of September 30, 2005, the estimated annualized tax ratefor 2005 is 30%, which is slightly less than the combination ofthe statutory 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 September 30, 2004, a taxexpense of $48 million was recorded which resulted in a tax rate of436%. This effective tax rate was significantly affected by thenon-recognition of tax benefits associated with acquisition relatedexpenses.

Net Earnings (Loss)

As a result ofthe factors mentioned above, the Company's net earnings was $57million in the three months ended September 30, 2005, compared to a netloss of $29 million in the same period in 2004.

64

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

|                                                                                  |  |                                 |         |                                 |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------|--|---------------------------------|---------|---------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                             |  | Successor                       |         | Successor                       |  |       |
|                                                                             |  | 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     |    |
|                                                                                  |

65

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

|                                     |  |                                 |        |                                 |  |            |        |        |  |        |         |         |  |  |
|-------------------------------------|--|---------------------------------|--------|---------------------------------|--|------------|--------|--------|--|--------|---------|---------|--|--|
|                                |  | Successor                       |        | Successor                       |  |       |
|                                |  | 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 Net Sales Compared to SecondQuarter2004

|                         |  |        |    |          |  |          |    |          |  |        |         |         |  |        |         |         |  |        |    |         |  |  |
|-------------------------|--|--------|----|----------|--|----------|----|----------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----|---------|--|--|
| 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 net sales of the recently acquired Vinamul emulsionsbusiness |

66

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

        ChemicalProducts

|                                                                            |  |                                 |        |                                 |  |             |        |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|---------------------------------|--------|---------------------------------|--|-------------|--------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                       |        | Successor                       |  |        |
| 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.

67

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        Technical PolymersTicona

|                                                                            |  |                               |        |                               |  |            |        |         |  |        |        |         |  |  |
|----------------------------------------------------------------------------|--|-------------------------------|--------|-------------------------------|--|------------|--------|---------|--|--------|--------|---------|--|--|
|                                                                       |  | Successor                     |        | Successor                     |  |       |
| 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.

68

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        AcetateProducts

|                                                                            |  |                               |         |                               |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------|--|-------------------------------|---------|-------------------------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                       |  | Successor                     |         | Successor                     |  |       |
| 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.

69

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        PerformanceProducts

|                                                                            |  |                               |         |                               |  |            |         |         |  |        |         |        |  |  |
|----------------------------------------------------------------------------|--|-------------------------------|---------|-------------------------------|--|------------|---------|---------|--|--------|---------|--------|--|--|
|                                                                       |  | Successor                     |         | Successor                     |  |       |
| 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%).

70

----

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 COC business.

Operating Profit

Operating profit rose significantlyto $154 million versus $25 million last year on margin expansionprincipally driven by higher pricing and productivity improvements. Theeffects more than offset higher raw material and energy costs, mainlyfor ethylene and natural gas, and higher special charges. Operatingprofit in 2004 included a $49 million charge for a non-cashinventory-related purchase accounting adjustment.

Equityin Net Earnings of Affiliates

Equity in net earnings ofaffiliates decreased by $6 million to $12 million for the three monthsended June 30, 2005, compared to the same period last year. Thisdecrease is primarily due to an impairment charge of $10 millionrelated to the Estech GmbH & Co. KG venture, a producer ofneopolyol esters in Oberhausen, Germany. Cash distributions receivedfrom equity affiliates increased to $10 million for the three monthsended June 30, 2005, compared to $6 million in the same period of2004.

Interest Expense

Interest expensedecreased to $59 million for the three months ended June 30, 2005 from$124 million in the same period last year as interest expense in 2004included $71 million of deferred financing costs for the prepayment ofthe senior subordinated bridge loan facilities. This decrease wasslightly offset by increased interest on higher debt levels.

71

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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.

72

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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     | )  |
|                                                                                  |

73

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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 Net Sales Compared to FirstQuarter2004

|                         |  |        |    |          |  |          |         |          |  |        |         |         |  |        |         |         |  |        |    |         |  |  |
|-------------------------|--|--------|----|----------|--|----------|---------|----------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----|---------|--|--|
| 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 net sales of the recently acquired Vinamul emulsionsbusiness |

74

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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.

75

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        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.

76

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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.

77

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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.

78

----

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 included 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 

79

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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 fourth quarter of 2005, the Company expectsthe North American and Asian markets to continue to grow and thatpricing may temporarily be impacted as new acetyls capacity comes onstream in the fourth quarter of 2005.

80

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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 $507 million for the ninemonths ended September 30, 2005 compared to a cash inflow of $11million for the same period last year. This increase primarily resultedfrom the contribution of an increase in operating profit in 2005 of$314 million, the payment of a $95 million obligation to a third partyin 2004, the absence of payments associated with stock appreciationrights of $59 million, recoveries from an insurance provider related tothe plumbing matters of $44 million in 2005, a decrease in pensioncontributions of $142 million and an increase in dividends receivedfrom cost and equity investments of $48 million. These increases werepartially offset by higher interest payments of $38 million andcontributions to the non-qualified pension plan's rabbi trusts of$63 million in 2005 and $45 million in monitoring fees paid during thenine months ended September 30, 2005. Unfavorable foreign currencyeffects on the euro versus the U.S. dollar on cash and cash equivalentswas $94 million compared to a $15 million unfavorable effect in thesame period last year.

Net Cash Provided by/(Used in)Investing Activities

Net cash from investing activitiesimproved to a cash outflow of $781 million in the nine months endedSeptember 30, 2005 compared to a cash outflow of $1,628 million for thesame period last year. The cash outflow in 2004 primarily resulted fromthe CAG acquisition. The 2005 cash outflow included the acquisitions ofthe Vinamul emulsions business and Acetex businesses, the additionalCAG shares acquired and a decrease in net proceeds from disposal ofdiscontinued operations of $64 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. These items were partially offsetby an increase in cash inflows related to net sales of marketablesecurities of $101 million. Capital expenditures on property, plant,and equipment decreased to $132 million from $150 million in 2004.

Net Cash Provided by/(Used in) FinancingActivities

Net cash from financing activities decreased to acash outflow of $70 million for the nine months ended September 30,2005 compared to a cash inflow of $2,396 million in the same periodlast year. The higher cash inflow in 2004 primarily reflected highernet proceeds 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 $590million. |

|              |                                                                                 |
|--------------|---------------------------------------------------------------------------------|
| •  | 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 $354million. |

|              |                                                                                              |
|--------------|----------------------------------------------------------------------------------------------|
| •  | Exercise of Acetex'soption to redeem its 10 7/8% senior notes forapproximately $280 million. |

Refer to the Liquidity Section formore information.

Liquidity

Our contractualobligations, commitments and debt service requirements over the nextseveral years are significant and are substantially higher thanhistorical amounts. Our primary source of 

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liquidity will continue to be cash generatedfrom operations as well as existing cash on hand. We believe we willhave available resources to meet both our short-term and long-termliquidity requirements, including debt service. If our cash flow fromoperations is insufficient to fund our debt service and otherobligations, we may be forced to use other means available to us suchas to increase our borrowings under our lines of credit, reduce ordelay capital expenditures, seek additional capital or seek torestructure or refinance our indebtedness.

In January 2005,Celanese Corporation completed an initial public offering of Series Acommon stock 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 $247 million of debt, which is net of cash acquired of$54 million. Acetex's operations include an acetyls business withplants in Europe and a North-American specialty polymers and filmbusiness. The Company acquired Acetex using existing cash. The Companycaused Acetex to exercise its option to redeem its10 7/8% senior notes due 2009 totallingapproximately $265 million. The redemption was funded primarily withcash on hand and occurred on August 19, 2005. The redemption price wasapproximately $280 million, which represented 105.438% of theoutstanding principal amount, plus accrued and unpaid interest toAugust 19, 2005. On August 25, 2005, the Company repaid the remaining$36 million of assumed debt with available cash.

As of September30, 2005, the Company had total debt of $3,126 million and cash andcash equivalents of $400 million. Net debt (total debt less cash andcash equivalents) increased 35% to $2,726 million from $2,022million as of December 31, 2004, primarily due to a decrease in cashand and cash equivalents of $438 million. The Company largely usedavailable cash to finance the Acetex acquisition, the redemption ofAcetex senior notes and the purchase of the CAG Shares from twominority shareholders.

During the three months ended September30, 2005, the Company declared and paid dividends aggregating $9million to its Parent.

Domination Agreement.    At theCAG annual shareholders' meeting on June  15, 2004, CAGshareholders approved payment of a dividend on the CAG Shares for thefiscal year ended December  31, 2003 of €0.12 pershare. For the nine month fiscal year ended on September  30,2004, Celanese will not be able to pay a dividend to the CAGshareholders due to losses incurred in the CAG statutory accounts.Accordingly, in the near term, the Issuer, Crystal LLC and BCP Crystal,will use existing cash and borrowings from their subsidiaries, subjectto various restrictions, including restrictions imposed by the amendedand restated senior credit facilities and indentures and by relevantprovisions of German and other applicable laws, to make interestpayments. If the Domination Agreement ceases to be operative, theability of the Issuer, Crystal LLC and BCP Crystal to meet theirobligations will be materially and adversely affected.

TheDomination Agreement was approved at the CAG's extraordinaryshareholders' meeting on July 31, 2004. The Domination Agreementbetween CAG and the Purchaser became effective on October 1, 2004. Whenthe Domination Agreement became effective, the Purchaser was obligatedto offer to acquire all outstanding CAG Shares from the minorityshareholders of CAG in return for payment of fair cash compensation.This offer will continue until two months following the date on whichthe decision on the last motion in award proceedings(Spruchverfahren), as described in 

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"Business—LegalProceedings—Shareholder Litigation", has beendisposed of and has been published. These award proceedings weredismissed in 2005; however, the dismissal is still subject to appeal.The amount of this fair cash compensation has been determined to be€41.92 per share, plus interest, in accordance withapplicable German law. Simultaneously with our acquisition ofadditional CAG Shares in August 2005, we also announced that we wouldincrease our offer to purchase any remaining outstanding CAG Shares to€51 per share (plus interest on €41.92 pershare) for all minority shareholders that would accept the increasedoffer on or prior to September 29, 2005 and waive their rights toparticipate in an increase of the offer consideration as a result ofthe pending award proceedings. In addition, all shareholders whotendered their shares pursuant to the mandatory offer of€41.92 per share commenced in September 2004 andcontinuing as of the date of this prospectus, were entitled to claimthe difference between the increased offer of €51 pershare and the mandatory offer of €41.92 per share. Anyshareholder who accepted the increased offer of €51 pershare, or claimed the difference between the mandatory offer and theincreased offer, was obligated to agree to waive its rights toparticipate in any possible future increase of the offer considerationas a result of the pending award proceedings. For minority shareholderswho did not accept the increased offer on or prior to the September 29,2005 expiration date, the terms of the original €41.92 pershare mandatory offer will continue to apply. The mandatory offer willexpire on December 1, 2005, unless further extended. As a result of theaward 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 higher amounts. Any minority shareholder who elects not to selltheir shares to the Purchaser will be entitled to remain a shareholderof CAG and to receive from the Purchaser a gross guaranteed fixedannual payment on their shares of €3.27 per CAG Share lesscertain corporate taxes in lieu of any future dividend. Taking intoaccount the circumstances and the tax rates at the time of enteringinto the Domination Agreement, the net guaranteed fixed annual paymentis €2.89 per CAG share for a full fiscal year. Based uponthe number of CAG Shares held by the minority shareholders, as ofSeptember 30, 2005, a net guaranteed fixed annual payment of€6  million is expected. The net guaranteed fixedannual payment may, depending on applicable corporate tax rates, in thefuture be higher, lower, or the same as €2.89 per CAGshare. As of November 2, 2005 the Purchaser owned approximately98% of the outstanding CAG Shares. If the Purchaser acquires allthe remaining CAG Shares outstanding as of November 2, 2005, the totalamount of funds necessary to purchase such outstanding shares under thecurrent offer of €41.92 per share would be approximately€40  million plus accrued interest on€41.92 per share from October  2, 2004.

While the Domination Agreement is operative, the Purchaseris required to compensate CAG for any statutory annual loss incurred byCAG, the dominated entity, at the end of its fiscal year when the losswas incurred. If the Purchaser were obligated to make cash payments toCAG to cover an annual loss, the Purchaser may not have sufficientfunds to pay interest when due and, unless the Purchaser is able toobtain funds from a source other than annual profits of CAG, thePurchaser may not be able to satisfy its obligation to fund suchshortfall. The Domination Agreement cannot be terminated by thePurchaser in the ordinary course until September 30, 2009.

Our subsidiaries, BCP Caylux Holdings Luxembourg S.C.A. andBCP Crystal, have each agreed to provide the Purchaser with financingto strengthen the Purchaser's ability to fulfill its obligationsunder, or in connection with, the Domination Agreement and to ensurethat the Purchaser will perform all of its obligations under, or inconnection with, the Domination Agreement when such obligations becomedue, including, without limitation, the obligations to make aguaranteed fixed annual payment to the outstanding minorityshareholders, to offer to acquire all outstanding CAG Shares from theminority shareholders in return for payment of fair cash considerationand to compensate CAG for any statutory annual loss incurred by CAGduring the term of the Domination Agreement. In addition, the Issuerexpects to guarantee all obligations of the Purchaser under, or inconnection with, the Domination Agreement, including the repayment ofall existing and future intercompany indebtedness of the Issuer'ssubsidiaries to CAG. Further, under the terms of the Issuer'sguarantee, in certain limited circumstances CAG may be entitled torequire the immediate repayment of some or all of the intercompanyindebtedness owed by the Issuer's subsidiaries to CAG.

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If the Issuer, BCP Caylux and/or BCP Crystalare obligated to make payments under such guarantees to the Purchaser,CAG and/or the minority shareholders, as the case may be, or if theintercompany indebtedness owed to CAG is accelerated, we may not havesufficient funds for payments on our indebtedness when due or to makefunds available to the Issuer.

The Company was in compliancewith all of the financial covenants related to its debt agreements asof September 30, 2005.

Contractual Obligations.    Thefollowing table sets forth our fixed contractual debt obligations as ofSeptember 30,2005:

|                                                          |  |                |       |               |  |           |         |           |  |                   |         |        |  |        |         |        |  |        |         |        |  |  |
|----------------------------------------------------------|--|----------------|-------|---------------|--|-----------|---------|-----------|--|-------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| FixedContractual Debt Obligations                        |  | Total          |       | Remaining2005 |  | 2006-2007 |         | 2008-2009 |  | 2010andthereafter |
|                                                     |  | (in$ millions) |
| Senior Credit Facilities— Term LoansFacility       |  |           | 1,719 |          |  |      | 4       |      |  |              | 34      |   |  |   | 33      |   |  |   | 1,648   |   |
| SeniorCredit Facilities — Revolving CreditFacility |  |           | 35    |          |  |      | — |      |  |              | — |   |  |   | 35      |   |  |   | — |   |
| SeniorSubordinatedNotes(1)                               |  |           | 953   |          |  |      | — |      |  |              | — |   |  |   | — |   |  |   | 953     |   |
| OtherDebt(2)                                             |  |           | 419   |          |  |      | 136     |      |  |              | 42      |   |  |   | 27      |   |  |   | 214     |   |
| TotalFixed Contractual DebtObligations                   |  |           | 3,126 |          |  |      | 140     |      |  |              | 76      |   |  |   | 95      |   |  |   | 2,815   |   |
|                                                          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (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 September 30, 2005, the senior creditfacilities of $2,547 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. Theterms of the amended and restated senior credit facilities aresubstantially similar to the terms of our immediately previous seniorcredit facilities. As of September 30, 2005, the term loan facility hada balance of $1,719 million (including approximately €275million), which matures in 2011. In addition, there was a $242 milliondelayed draw facility which expired unutilized in July 2005.

Therevolving credit facility, through a syndication of banks, provides forborrowings of up to $600 million, including the availability of lettersof credit in U.S. dollars and euros and for borrowings on same-daynotice.

In the first quarter of 2005, the revolving creditfacility was increased from $380 million to $600 million under theamended and restated senior credit facilities. As of September 30,2005, $507 million remained available for borrowing under the revolvingcredit facility, taking into account letters of credit issued under therevolving credit facility. As of September 30, 2005, there was $35million borrowed under the revolving credit facility and $58 million ofletters of credit had been issued under the revolving creditfacility.

In addition, the Company has a $228 millioncredit-linked revolving facility, which matures in 2009. Thecredit-linked revolving facility includes borrowing capacity availablefor letters of credit. As of September 30, 2005, there were $226million of letters of credit issued under the credit-linked revolvingfacility and an additional $2 million was available forborrowing.

Senior Subordinated Notes.    In February2005, we used approximately $521 million of the net proceeds of theoffering of Celanese Corporation's Series A common stock toredeem a portion of the senior subordinated notes and $51 million topay the premium associated with the early redemption. As ofSeptember  30, 2005, the senior subordinated notes, excluding $4million of premiums, consist of $796 million of9 5/8% Senior Subordinated Notes due 2014 and€130 million of 10 3/8% SeniorSubordinated 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.

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Other Debt.    Other debt of $419million, which does not include a $2 million reduction under purchaseaccounting, is primarily made up of fixed rate pollution control andindustrial revenue bonds, short-term borrowings from affiliatedcompanies and capital lease obligations.

Off-BalanceSheet Arrangements

We have not entered into any materialoff-balance sheet arrangements.

Recent AccountingPronouncements

See Note 5 to the Unaudited Interim ConsolidatedFinancial Statements included in this Form 10-Q for discussion ofrecent accounting pronouncements.

Critical AccountingPolicies and Estimates

The preparation of theCompany's consolidated financial statements requires managementto apply accounting principles generally accepted in the United Statesof America to the Company's specific circumstances and makeestimates and assumptions that affect the reported amounts of assetsand liabilities at the date of the financial statements, the disclosureof contingent assets and liabilities at the date of the financialstatements and reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.

There have been no material revisions to the criticalaccounting policies as filed in the Company's Annual Report onForm 10-K for the nine months ended December 31, 2004 with theSecurities and Exchange Commission on March 31, 2005.

During thenine months ended September 30, 2005, the Company recorded assetimpairments of $25 million primarily consisting of revised estimatesrelated to the Company's decision to divest its COC business. TheCompany also increased goodwill by $15 million associated with purchaseaccounting adjustments related to the acquisition of CAG, including theadditional CAG shares acquired. The goodwill adjustment is preliminaryand is expected to be finalized by June 30, 2006.

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 currentlyavailable to, us. These statements include, but are not limited to,statements about our strategies, plans, objectives, expectations,intentions, expenditures, and assumptions and other statementscontained in this prospectus that are not historical facts. When usedin 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; |

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|              |                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------|
| •  | the ability topass increases in raw material prices on to customers or otherwiseimprove margins through price increases; |

|              |                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------|
| •  | the ability to maintain plant utilizationrates and to implement planned capacity additions and expansions; |

|              |                                                                                                                              |
|--------------|------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability to reduce production costs andimprove productivity by implementing technological improvements toexisting plants; |

|              |                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------|
| •  | the existence oftemporary industry surplus production capacity resulting from theintegration and start-up of new world-scale plants; |

|              |                                                                                           |
|--------------|-------------------------------------------------------------------------------------------|
| •  | increased price competition and theintroduction of competing products by other companies; |

|              |                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability to develop, introduce andmarket innovative products, product grades and applications,particularly in the Ticona and Performance Products segments of ourbusiness; |

|              |                                                                                     |
|--------------|-------------------------------------------------------------------------------------|
| •  | changes in the degree ofpatent and other legal protection afforded to our products; |

|              |                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | compliance costs and potential disruptionor interruption of production due to accidents or other unforeseenevents 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 ventureactivities; |

|              |                                                                     |
|--------------|---------------------------------------------------------------------|
| •  | inability to successfullyintegrate current and future acquisitions; |

|              |                                                              |
|--------------|--------------------------------------------------------------|
| •  | 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 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**

In connection with theaudit of our financial statements as of and for the nine months endedDecember 31, 2004, the Company identified a material weakness in itsinternal controls for the same period. On March 30, 2005, the Companyreceived a letter from KPMG LLP ("KPMG"), itsindependent auditors, who also identified the same material weaknessand a second material weakness in the course of their audit. Theadditional material weakness identified by KPMG related to severaldeficiencies in the assessment of hedge effectiveness anddocumentation. The required adjustments were made in the properaccounting period, except for one immaterial hedging transactionadjusted during the quarter ended June 30, 2005. The material weaknessidentified by KPMG and the Company related to conditions preventing itsability to adequately research, document, review and draw conclusionson accounting and reporting matters, which had previously resulted inadjustments 

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that had to be recorded to prevent theCompany's financial statements from being materially misleading.The conditions largely related to significant increases in thefrequency of, and the limited number of personnel available to address,complex accounting matters and transactions and as a result of theconsummation of simultaneous debt and equity offerings during theyear-end closing process. The Company does not believe that theadjustments made in connection with these material weaknesses had anymaterial impact on previously reported financial information. Inresponse to the letter from KMPG with respect to the first materialweakness indentified above, the Company organized a team responsiblefor the identification and documentation of potential derivativeaccounting transactions and commenced formal training for team membersspecifically related to derivative accounting. With respect to thesecond material weakness identified above, the Company hired certainaccounting personnel and is in the process of hiring additionalpersonnel which should ensure that adequate personnel is available toadequately research, document, review and conclude on accounting andreporting matters and will increase accounting resources. In addition,the Company hired additional personnel responsible for the developmentand implementation of additional internal reporting and accountingprocedures, including derivative accounting procedures. Both materialweaknesses were identified during the Company's year-end closingprocess for the year ended December 31, 2004 and still exist as ofSeptember 30, 2005. The Company expects to remediate these materialweaknesses by the end of the fiscal year ending December 31, 2005.

In addition, in September 2005 we identified a significantdeficiency in internal controls relating to sales to countries andother parties that are or have previously been subject to sanctions andembargoes imposed by the U. S. government. This significant deficiencywas identified as a result of an internal investigation that wasinitiated in connection with the SEC review of a registration statementof Celanese Corporation. The Company has taken immediate correctiveactions which include a directive to senior business leaders statingthat they are prohibited from selling products into certain countriessubject to these trade restrictions, as well as making accountingsystems modifications that prevents the initiation of purchase ordersand shipment of products to these countries. Also, we plan to enhancethe business conduct policy training in the area of export control. Asa result, we believe that we have taken remediation measures that, oncefully implemented, will be effective in eliminating thisdeficiency.

Celanese Holdings, under the supervision and with theparticipation of Celanese Holdings' management, including thechief executive officer (CEO) and chief financial officer (CFO),performed an evaluation of the effectiveness of CelaneseHoldings' "disclosure controls andprocedures" (as defined in Rule 13a-15(e) under theSecurities Exchange Act of 1934, as amended (the "34Act")) as of September  30, 2005. Disclosurecontrols and procedures are defined as controls and other procedures ofan issuer that are designed to ensure that information required to bedisclosed by the issuer in the reports that it files or submits underthe 34 Act is recorded, processed, summarized and reported within thetime periods specified in the rules and forms of the Securities andExchange Commission ("SEC"). Based on thisevaluation, and as a result of the material weaknesses that wereidentified and continued during the period covered by this QuarterlyReport, Celanese Holdings' CEO and CFO concluded that, as ofSeptember  30, 2005, the end of the period covered by thisQuarterly Report, Celanese Holdings' disclosure controls andprocedures were not effective for gathering, analyzing and disclosingthe material information Celanese Holdings is required to disclose inthe reports it files under the 34 Act, within the time periodsspecified in the rules and forms of the SEC. Except as discussed above,there have been no changes in Celanese Holdings'"internal controls over financial reporting"(as defined in Rule 13a-15(f) under the 34 Act) during the periodcovered by this Quarterly Report that have materially affected or arereasonably likely to materially affect, internal controls overfinancial reporting.

We are in the process of implementingchanges to strengthen our internal controls. In addition, while we havetaken actions to address these deficiencies and weaknesses, additionalmeasures may be necessary and these measures along with other measureswe expect to take to improve our internal controls may not besufficient to address the issues identified by us or ensure that ourinternal controls are effective. If we are unable to correct existingor future deficiencies or weaknesses in internal controls in a timelymanner, our ability to record, process, summarize and report financialinformation 

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within the time periods specified in therules and forms of the SEC will be adversely affected. This failurecould materially and adversely impact our business, our financialcondition and the market value of our securities. In addition, therecould be a negative reaction in the financial markets due to a loss ofconfidence in reliability of future financial statements and SECfilings.

We expect to incur expenses of approximately $2 millionper year associated with the strengthening of our disclosure controlsand procedures and internal controls over financialreporting.

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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 third quarterof 2005. For a summary of the history and current status of thesematters, see Note 12 to the Unaudited Interim Consolidated FinancialStatements.

Sorbates Antitrust Actions

No materialdevelopments regarding this matter, previously reported in the AnnualReport on Form 10-K for the year ended December 31, 2004, and in theQuarterly Report on Form 10-Q for the six months ended June 30, 2005,occurred during the third 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.

Kerr v. Eastman Chemical Co. et al., previously pending inthe Superior Court of New Jersey, Law Division, Gloucester County, wasdismissed for failure to prosecute. The only other private antitrustaction by Sorbates customers still pending, Freeman v. Daicel etal., had been dismissed. The plaintiffs lost their appeal to theSupreme Court of Tennessee in August 2005 and have since filed a motionfor leave. The action by the New York Attorney General, New York v.Daicel Chemical Industries Ltd. et al., which was pending in theNew York State Supreme Court, New York County, was dismissed in August2005; however, it is still subject to appeal.

Acetic AcidPatent Infringement Matters

On August 31, 2005 a TaiwaneseCourt held that the China Petrochemical Development Corporation("CPDC") infringed Celanese InternationalCorporation's acetic acid patent and awarded CelaneseInternational Corporation approximately $28 million for the period of1995 through 1999. The judgment has been appealed. The Company will notrecord income associated with this favorable judgment until cash isreceived.

Shareholder Litigation

No materialdevelopments regarding this matter previously reported in the AnnualReport on Form 10-K for the year ended December 31, 2004, in theQuarterly Report on Form 10-Q for the three months ended March 31, 2005and in the Quarterly Report on Form 10-Q for the six months ended June30, 2005, occurred during the third quarter of 2005, except as setforth below. For a summary and history of these matters, see Note 12 tothe Unaudited Interim Consolidated Financial Statements.

Twenty-seven CAG minority shareholders filed lawsuits in May andJune of 2005 in the Frankfurt District Court (Landgericht)contesting the shareholder resolutions passed at the CAG annual generalmeeting held May 19-20, 2005, which confirmed the resolutions passed atthe July 30-31, 2004 

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extraordinary general meeting. In conjunctionwith the acquisition of 5.9 million CAG shares from two shareholders inAugust 2005, two of these lawsuits were withdrawn in August 2005. InMay and September 2005, Celanese AG was served in three actions filedin the Frankfurt District Court (Landgericht), requesting thatthe court declare some or all of the shareholder resolutions passed atthe extraordinary general meeting on July 30 and 31, 2004 null and void(Nichtigkeitsklage), based on allegations that certain formalrequirements necessary in connection with the invitation to theextraordinary general meeting had been violated. The Frankfurt DistrictCourt (Landgericht) has suspended the proceedings regarding theresolutions passed at the July 30-31, 2004 extraordinary generalmeeting described above as long as the lawsuits contesting theconfirmatory resolutions are pending.

Based upon the informationas available, the outcome of the foregoing proceedings cannot bepredicted with certainty.

Other Matters

As of September30, 2005, Celanese Ltd. and/or CNA Holdings, Inc., both our U.S.subsidiaries, are defendants in approximately 650 asbestos cases.Because many of these cases involve numerous plaintiffs, we are subjectto claims significantly in excess of the number of actual cases. Wehave reserves for defense costs related to claims arising from thesematters. We believe we do not have any significant exposure in thesematters.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

The information called for byItem 2 is omitted pursuant to General Instruction (H)(2)(b) to Form10-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) |
|               |

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|               |  |                                                                                                                                                                                                                                                                   |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                       |
| 4.3           |  | Registration RightsAgreement, dated as of July 1, 2004, among BCP Caylux HoldingsLuxembourg S.C.A., BCP Crystal Holdings Ltd. 2, Morgan Stanley &Co. Incorporated and Banc of America Securities LLC (incorporated byreference to Exhibit 4.3 to the FormS-4) |
| 4.4           |  | Supplemental Indenture, dated as ofOctober 5, 2004, among BCP Crystal US Holdings Corp., BCP CayluxHoldings Luxembourg S.C.A., BCP Crystal Holdings Ltd. 2 and The Bank ofNew York, as trustee (incorporated by reference to the Exhibit 10.16 toForm S-1)        |
| 4.5           |  | Supplemental Indenture, datedas of October 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 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:                                     |  | November14,2005                                                        |
|   |  | By:                     |  | /s/   John J. GallagherIII |
|   |  |                    |  | Name:                                     |  | JohnJ. GallagherIII                                                    |
|   |  |                    |  | Title:                                    |  | VicePresident and Chief Financial Officer (Principal FinancialOfficer) |
|   |  |                    |  | Date:                                     |  | November14, 2005                                                       |
|        |

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