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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 MARCH 31, 2005

OR

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

333-122587-18(Commission FileNumber)

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CELANESEHOLDINGS LLC(Exact Name of Registrant as Specifiedin itsCharter)

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

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

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

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

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

Exhibit index located on sequential page number2.

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CELANESE HOLDINGSLLCForm 10-QFor the Quarterly Period Ended March 31,2005

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 |        |   | 38     |   |
|   |  | Item3.                                          |  | Quantitative and Qualitative Disclosures about MarketRisk                          |        |   | 52     |   |
|   |  | Item 4.                                         |  | Controlsand Procedures                                                             |        |   | 52     |   |
| PartII |  | OtherInformation                                |  |                                                                               |   |   |
|   |  | Item 1.                                         |  | LegalProceedings                                                                   |        |   | 54     |   |
|   |  | Item2.                                          |  | Unregistered Sales of Equity Securities and Use ofProceeds                         |        |   | 56     |   |
|   |  | Item3.                                          |  | Defaults Upon SeniorSecurities                                                     |        |   | 56     |   |
|   |  | Item4.                                          |  | Submission of Matters to a Vote of SecurityHolders                                 |        |   | 56     |   |
|   |  | Item 5.                                         |  | OtherInformation                                                                   |        |   | 56     |   |
|   |  | Item6.                                          |  | Exhibits                                                                           |        |   | 56     |   |
|   |  | Signatures                                      |  |                                                                               |        |   | 58     |   |
|   |  |                                            |  |                                                                               |        |   |   |   |
|   |  |                                            |  |                                                                               |        |   |   |   |
|   |  |                                            |  |                                                                               |        |   |   |   |
|   |  |                                            |  |                                                                               |        |   |   |   |
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Basis ofPresentation

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

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

Pursuant to a voluntary tender offer commenced inFebruary 2004 (the "Tender Offer"), thePurchaser, an indirect wholly-owned subsidiary of Celanese Holdings, inApril 2004 acquired approximately 84% of the ordinary shares ofCAG (the "CAG Shares") outstanding. Allreferences in this Quarterly Report to the outstanding ordinary sharesof CAG exclude treasury shares. As of March  31, 2005, CelaneseHoldings' indirect ownership of approximately 84% of theoutstanding CAG Shares would equate to approximately 77% of theissued CAG Shares (including treasury shares). Pursuant to a mandatoryoffer commenced in September 2004 and continuing as of the date of thisQuarterly Report, the Purchaser has acquired additional CAG Shares. Asa result of these acquisitions, partially offset by the issuance ofadditional shares of CAG as a result of the exercise of options issuedunder a CAG stock option plan, as of March 31, 2005, we continue to ownapproximately 84% of the outstanding CAG Shares.

InOctober 2004, Celanese Corporation, a Delaware Corporation("Celanese Corporation") and the ultimateparent of Celanese Holdings and certain of its subsidiaries completedan organizational restructuring (the"Restructuring") pursuant to which thePurchaser effected, by giving a corresponding instruction under theDomination Agreement (as defined below), the transfer of all of theshares of Celanese Americas Corporation("CAC") from Celanese Holding GmbH, a whollyowned subsidiary of CAG, to BCP Caylux Holdings Luxembourg S.C.A.("BCP Caylux") owning 100% of theequity of CAC and indirectly, all of its assets, including subsidiarystock. Thereafter, BCP Caylux transferred certain assets, including itsequity ownership interest in CAC to BCP Crystal. In this QuarterlyReport, the term "Domination Agreement"refers to the domination and profit and loss transfer agreement betweenCAG and the Purchaser, pursuant to which the Purchaser became obligatedon October 1, 2004 to offer to acquire all outstanding CAG Shares fromthe minority 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 investments, except that with respect to shareholder andsimilar matters where the context indicates,"CAG" refers to Celanese AG. For accountingpurposes, "Predecessor" refers to CAG and itssubsidiaries.

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

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

The unaudited interimconsolidated financial statements of the Successor for the three monthsended March 31, 2005, and the unaudited interim consolidated financialstatements of the Predecessor for the three months ended March 31, 2004contained 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 March  31, 2005. Ourinclusion of this information is not meant to suggest that the euroamounts actually represent such dollar amounts or that such amountscould have been converted into U.S. dollars at any particular rate, ifat all.

Market Industry and Data Forecasts

Thisdocument includes industry data and forecasts that Celanese Holdingshas prepared based, in part, upon industry data and forecasts obtainedfrom industry publications and surveys and internal company surveys.Third-party industry publications and surveys and forecasts generallystate that the information contained therein has been obtained fromsources believed to be reliable.

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

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Special Note Regarding Forward-LookingStatements

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

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PART I – FINANCIALINFORMATION

Item 1.    Financial Statements

INDEXTO THE UNAUDITED INTERIM CONSOLIDATED FINANCIALSTATEMENTS

|                                                                                                            |  |        |        |        |  |  |
|------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                                                       |  | PAGE   |
| CELANESEHOLDINGS LLC UNAUDITED INTERIM CONSOLIDATED FINANCIALSTATEMENTS                                    |  |   |   |   |
| UnauditedConsolidated Statements of Operations for the three months ended March31, 2005 and 2004           |  |   | 7      |   |
| Unaudited ConsolidatedBalance Sheets as of March 31, 2005 and December 31,2004                             |  |   | 8      |   |
| Unaudited Consolidated Statements ofShareholders' Equity for the three months ended March 31, 2005and 2004 |  |   | 9      |   |
| Unaudited Consolidated Statementsof Cash Flows for the three months ended March 31, 2005 and2004           |  |   | 10     |   |
| Notes to theUnaudited Interim Consolidated FinancialStatements                                             |  |   | 11     |   |
|                                                                                                            |

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS

|                                                                     |  |                                  |         |                                  |  |        |         |         |  |  |
|---------------------------------------------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--|
|                                                                |  | Successor                        |         | Predecessor                      |
|                                                                |  | ThreeMonths Ended March 31, 2005 |         | Three Months Ended March31, 2004 |
|                                                                |  | (in $millions)                   |
| Net sales                                                           |  |                             | 1,509   |                             |  |   | 1,243   |    |
| Cost of sales                                                       |  |                             | (1,125  | )                           |  |   | (1,002  | )  |
| Selling, generaland administrative expenses                         |  |                             | (158    | )                           |  |   | (137    | )  |
| Research anddevelopment expenses                                    |  |                             | (23     | )                           |  |   | (23     | )  |
| Specialcharges:                                                     |  |                             |    |                             |  |   |    |    |
| Restructuring,impairment and other specialcharges                   |  |                             | (38     | )                           |  |   | (28     | )  |
| Foreignexchange gain (loss),net                                     |  |                             | 3       |                             |  |   | — |    |
| Gain (loss) ondisposition ofassets.                                 |  |                             | 1       |                             |  |   | (1      | )  |
| Operatingprofit                                                     |  |                             | 169     |                             |  |   | 52      |    |
| Equity in netearnings ofaffiliates.                                 |  |                             | 15      |                             |  |   | 12      |    |
| Interest expense                                                    |  |                             | (140    | )                           |  |   | (6      | )  |
| Interest income                                                     |  |                             | 10      |                             |  |   | 5       |    |
| Other income (expense), net..                                       |  |                             | 3       |                             |  |   | 9       |    |
| Earningsfrom continuing operations before tax and minorityinterests |  |                             | 57      |                             |  |   | 72      |    |
| Income tax provision                                                |  |                             | (17     | )                           |  |   | (17     | )  |
| Earningsfrom continuing operations before minorityinterests         |  |                             | 40      |                             |  |   | 55      |    |
| Minority interests                                                  |  |                             | (25     | )                           |  |   | — |    |
| Earningsfrom continuing operations                                  |  |                             | 15      |                             |  |   | 55      |    |
| Earnings fromdiscontinuedoperations:                                |  |                             |    |                             |  |
| Loss fromoperation of discontinued operations..                     |  |                             | — |                             |  |   | (5      | )  |
| Gain on disposal ofdiscontinuedoperations.                          |  |                             | — |                             |  |   | 14      |    |
| Income taxbenefit                                                   |  |                             | — |                             |  |   | 14      |    |
| Earningsfrom discontinuedoperations                                 |  |                             | — |                             |  |   | 23      |    |
| Netearnings                                                         |  |                             | 15      |                             |  |   | 78      |    |
|                                                                     |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

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CELANESE HOLDINGS LLC ANDSUBSIDIARIES UNAUDITED CONSOLIDATED BALANCESHEETS

|                                                                                                                                                           |  |                    |         |                       |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------|---------|-----------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                      |  | AsofMarch 31, 2005 |         | As ofDecember 31,2004 |
|                                                                                                                                                      |  | (in $millions)     |
| **ASSETS**                                                                                                                                                |  |               |    |                  |  |
| Currentassets:                                                                                                                                            |  |               |    |                  |  |
| Cash and cashequivalents                                                                                                                                  |  |               | 1,510   |                  |  |   | 838     |    |
| Receivables                                                                                                                                               |  |               |    |                  |  |
| Tradereceivables, net — third party and affiliates, net of allowancefor doubtful accounts of $22 million as of March 31, 2005 and December31, 2004: |  |               | 998     |                  |  |   | 866     |    |
| Otherreceivables                                                                                                                                          |  |               | 555     |                  |  |   | 678     |    |
| Inventories                                                                                                                                               |  |               | 641     |                  |  |   | 618     |    |
| Deferredincome taxes                                                                                                                                      |  |               | 75      |                  |  |   | 71      |    |
| Otherassets                                                                                                                                               |  |               | 113     |                  |  |   | 86      |    |
| Assets of discontinuedoperations                                                                                                                          |  |               | 3       |                  |  |   | 2       |    |
| Totalcurrentassets                                                                                                                                        |  |               | 3,895   |                  |  |   | 3,159   |    |
| Investments                                                                                                                                               |  |               | 567     |                  |  |   | 600     |    |
| Property,plant and equipment, net of accumulated depreciation of $536 millionand $446 million as of March 31, 2005 and December 31, 2004,respectively     |  |               | 1,839   |                  |  |   | 1,702   |    |
| Deferredincome taxes                                                                                                                                      |  |               | 48      |                  |  |   | 54      |    |
| Otherassets                                                                                                                                               |  |               | 645     |                  |  |   | 739     |    |
| Goodwill                                                                                                                                                  |  |               | 779     |                  |  |   | 747     |    |
| Intangibleassets,net                                                                                                                                      |  |               | 396     |                  |  |   | 400     |    |
| Totalassets                                                                                                                                               |  |               | 8,169   |                  |  |   | 7,401   |    |
| **LIABILITIESAND SHAREHOLDERS' EQUITY**                                                                                                                   |  |               |    |                  |  |
| Currentliabilities:                                                                                                                                       |  |               |    |                  |  |
| Short-termborrowings and current installments of long-term debt — thirdparty andaffiliates                                                          |  |               | 139     |                  |  |   | 144     |    |
| Accountspayable and accruedliabilities:                                                                                                                   |  |               |    |                  |  |
| Trade payables —third party andaffiliates                                                                                                           |  |               | 777     |                  |  |   | 722     |    |
| Othercurrent liabilities                                                                                                                                  |  |               | 807     |                  |  |   | 888     |    |
| Deferredincome taxes                                                                                                                                      |  |               | 25      |                  |  |   | 20      |    |
| Income taxespayable                                                                                                                                       |  |               | 238     |                  |  |   | 214     |    |
| Liabilities ofdiscontinuedoperations                                                                                                                      |  |               | 8       |                  |  |   | 7       |    |
| Totalcurrentliabilities                                                                                                                                   |  |               | 1,994   |                  |  |   | 1,995   |    |
| Long-termdebt                                                                                                                                             |  |               | 2,949   |                  |  |   | 2,716   |    |
| Deferred incometaxes                                                                                                                                      |  |               | 230     |                  |  |   | 256     |    |
| Benefitobligations                                                                                                                                        |  |               | 987     |                  |  |   | 1,000   |    |
| Otherliabilities                                                                                                                                          |  |               | 493     |                  |  |   | 510     |    |
| Minorityinterests                                                                                                                                         |  |               | 533     |                  |  |   | 518     |    |
| Commitmentsandcontingencies                                                                                                                               |  |               |    |                  |  |
| Shareholders'equity:                                                                                                                                      |  |               |    |                  |  |
| One share issuedand outstanding as of March 31, 2005 and December 31,2004                                                                                 |  |               | — |                  |  |   | — |    |
| Additionalpaid-in capital                                                                                                                                 |  |               | 1,410   |                  |  |   | 837     |    |
| Retainedearnings (deficit)                                                                                                                                |  |               | (172    | )                |  |   | (187    | )  |
| LoantoShareholder                                                                                                                                         |  |               | (227    | )                |  |   | (227    | )  |
| Accumulatedother comprehensive income (loss),net                                                                                                          |  |               | (28     | )                |  |   | (17     | )  |
| Total shareholders' equity                                                                                                                                |  |               | 983     |                  |  |   | 406     |    |
| Totalliabilities and shareholders' equity                                                                                                                 |  |               | 8,169   |                  |  |   | 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                            |  |           | — |                     |  |                      | — |                                              |  |               | 78      |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 78     |    |
| Othercomprehensive income(loss):       |  |           |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |   |    |
| Unrealizedgain onsecurities (1)        |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | 7       |    |  |   | — |    |  |   | — |    |  |   | 7      |    |
| Foreigncurrencytranslation             |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (46     | )  |  |   | — |    |  |   | — |    |  |   | (46    | )  |
| Othercomprehensive income(loss)        |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (39     | )  |  |   | — |    |  |   | — |    |  |   | (39    | )  |
| Comprehensiveincome                    |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 39     |    |
| Amortizationof deferredcompensation.   |  |           | — |                     |  |                      | 1       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 1      |    |
| Balanceat March 31,2004                |  |           | 150     |                     |  |                      | 2,715   |                                              |  |               | 103     |          |  |                      | (237    | )  |  |   | — |    |  |   | (109    | )  |  |   | 2,622  |    |
|                                   |  |
| **Successor**                          |  |           |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |   |    |
| Balanceat December 31, 2004..          |  |           | — |                     |  |                      | 837     |                                              |  |               | (187    | )        |  |                      | (17     | )  |  |   | (227    | )  |  |   | — |    |  |   | 406    |    |
| Comprehensiveincome (loss), net oftax: |  |           |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |   |    |
| Netincome                              |  |           | — |                     |  |                      | — |                                              |  |               | 15      |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 15     |    |
| Othercomprehensive income(loss):       |  |           |    |                     |  |                      |    |                                              |  |               |    |          |  |                      |    |    |  |   |    |    |  |   |    |    |  |   |   |    |
| Foreigncurrencytranslation             |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (9      | )  |  |   | — |    |  |   | — |    |  |   | (9     | )  |
| Unrealizedloss on derivativecontracts  |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (2      | )  |  |   | — |    |  |   | — |    |  |   | (2     | )  |
| Othercomprehensive income(loss)        |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | (11     | )  |  |   | — |    |  |   | — |    |  |   | (11    | )  |
| Comprehensiveincome                    |  |           | — |                     |  |                      | — |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 4      |    |
| Indemnificationof demergerliability    |  |           | — |                     |  |                      | 1       |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 1      |    |
| ContributionfromParent                 |  |           | — |                     |  |                      | 572     |                                              |  |               | — |          |  |                      | — |    |  |   | — |    |  |   | — |    |  |   | 572    |    |
| Balanceat March 31,2005                |  |           | — |                     |  |                      | 1,410   |                                              |  |               | (172    | )        |  |                      | (28     | )  |  |   | (227    | )  |  |   | — |    |  |   | 983    |    |
|                                        |

|  |
|--|
|  |  |
|  |

|     |                                                                           |
|-----|---------------------------------------------------------------------------|
| (1) | Netof tax expense of $2 million for the three months ended March 31,2004. |

See the accompanying notes to the unauditedinterim consolidated financial statements.

9

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CELANESE HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS

|                                                                                                    |  |                                  |         |                                  |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--|
|                                                                                               |  | Successor                        |         | Predecessor                      |
|                                                                                               |  | ThreeMonths Ended March 31, 2005 |         | Three Months Ended March31, 2004 |
|                                                                                               |  | (in $millions)                   |
| Operating activities fromcontinuingoperations:                                                     |  |                             |    |                             |  |   |    |    |
| Netearnings                                                                                        |  |                             | 15      |                             |  |   | 78      |    |
| (Earnings) loss fromdiscontinued operations,net                                                    |  |                             | — |                             |  |   | (23     | )  |
| Adjustmentsto reconcile net earnings (loss) to net cash provided by (used in)operating activities: |  |                             |    |                             |  |   |    |    |
| Specialcharges, net of amountsused                                                                 |  |                             | (10     | )                           |  |   | 20      |    |
| Stock basedcompensation                                                                            |  |                             | — |                             |  |   | 2       |    |
| Depreciation                                                                                       |  |                             | 47      |                             |  |   | 69      |    |
| Amortization ofintangibles                                                                         |  |                             | 16      |                             |  |   | 3       |    |
| Amortization ofdeferred financingfees                                                              |  |                             | 26      |                             |  |   | — |    |
| Premium on earlyredemption of debt                                                                 |  |                             | 55      |                             |  |   | — |    |
| Changein equity ofaffiliates                                                                       |  |                             | 21      |                             |  |   | 3       |    |
| Deferred incometaxes                                                                               |  |                             | (15     | )                           |  |   | (12     | )  |
| (Gain) ondisposition of assets,net                                                                 |  |                             | (1      | )                           |  |   | — |    |
| Loss (Gain) onforeign currency,net                                                                 |  |                             | — |                             |  |   | (26     | )  |
| Minorityinterest                                                                                   |  |                             | 25      |                             |  |   | — |    |
| Changesin operating assets andliabilities:                                                         |  |                             |    |                             |  |   |    |    |
| Tradereceivables, net — third party andaffiliates                                            |  |                             | (125    | )                           |  |   | (89     | )  |
| Otherreceivables                                                                                   |  |                             | 33      |                             |  |   | (42     | )  |
| Prepaidexpenses                                                                                    |  |                             | (27     | )                           |  |   | 14      |    |
| Inventories                                                                                        |  |                             | (8      | )                           |  |   | (11     | )  |
| Tradepayables — third party andaffiliates                                                    |  |                             | 43      |                             |  |   | (6      | )  |
| Benefitobligations and otherliabilities                                                            |  |                             | (86     | )                           |  |   | (118    | )  |
| Income taxespayable                                                                                |  |                             | 36      |                             |  |   | 38      |    |
| Other,net                                                                                          |  |                             | (13     | )                           |  |   | (7      | )  |
| Netcash provided by (used in) operatingactivities                                                  |  |                             | 32      |                             |  |   | (107    | )  |
| Investingactivities from continuingoperations:                                                     |  |                             |    |                             |  |   |    |    |
| Capitalexpenditures on property, plant andequipment                                                |  |                             | (40     | )                           |  |   | (44     | )  |
| Acquisition ofCAG shares                                                                           |  |                             | (2      | )                           |  |   | — |    |
| Feesassociated with acquisition of Vinamul..                                                       |  |                             | (7      | )                           |  |   | — |    |
| Acquisition ofVinamul                                                                              |  |                             | (208    | )                           |  |   | — |    |
| Net proceedsfrom disposal of discontinuedoperations                                                |  |                             | 75      |                             |  |   | 139     |    |
| Proceeds from saleof marketablesecurities                                                          |  |                             | 104     |                             |  |   | 42      |    |
| Purchases ofmarketablesecurities                                                                   |  |                             | (27     | )                           |  |   | (42     | )  |
| Other,net                                                                                          |  |                             | — |                             |  |   | 1       |    |
| Netcash provided by (used in) investingactivities                                                  |  |                             | (105    | )                           |  |   | 96      |    |
| Financingactivities from continuingoperations:                                                     |  |                             |    |                             |  |   |    |    |
| Contribution fromParent, net                                                                       |  |                             | 572     |                             |  |   | — |    |
| Redemptionof senior subordinated notes, including relatedpremium                                   |  |                             | (572    | )                           |  |   | — |    |
| Borrowingsunder term loanfacility                                                                  |  |                             | 1,135   |                             |  |   | — |    |
| Feesassociated withfinancing                                                                       |  |                             | (7      | )                           |  |   | — |    |
| Repayment offloating rate term loan, including relatedpremium                                      |  |                             | (354    | )                           |  |   | — |    |
| Short-termborrowings (repayments),net                                                              |  |                             | (10     | )                           |  |   | (16     | )  |
| Proceeds from otherlong-term debt                                                                  |  |                             | 6       |                             |  |   | — |    |
| Payments ofother long-termdebt                                                                     |  |                             | (3      | )                           |  |   | (27     | )  |
| Netcash provided by (used in) financingactivities                                                  |  |                             | 767     |                             |  |   | (43     | )  |
| Exchangerate effects on cash..                                                                     |  |                             | (22     | )                           |  |   | (1      | )  |
| Netincrease (decrease) in cash and cash equivalents..                                              |  |                             | 672     |                             |  |   | (55     | )  |
| Cash and cash equivalentsat beginning ofperiod                                                     |  |                             | 838     |                             |  |   | 148     |    |
| Cashand cash equivalents at end ofperiod                                                           |  |                             | 1,510   |                             |  |   | 93      |    |
| Netcash provided by (used in) discontinuedoperations:                                              |  |                             |    |                             |  |   |    |    |
| Operatingactivities                                                                                |  |                             | (75     | )                           |  |   | (139    | )  |
| Investingactivities                                                                                |  |                             | 75      |                             |  |   | 139     |    |
| Financingactivities                                                                                |  |                             | — |                             |  |   | — |    |
| Netcash provided by (used in) discontinuedoperations                                               |  |                             | — |                             |  |   | — |    |
|                                                                                                    |

Seethe accompanying notes to the unaudited interim consolidated financialstatements.

10

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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 months ended March 31, 2005 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 months ended March31, 2005 and March  31, 2004 are not necessarily indicative ofthe results to be expected for the entire year. The results of theSuccessor are not comparable to the results of the Predecessor due tothe difference in the basis of presentation of purchase accounting ascompared to historical cost.

The preparation of consolidatedfinancial statements in conformity with U.S. GAAP requires managementto make estimates and assumptions that affect the reported amounts ofassets and liabilities, disclosure of contingent assets and liabilitiesat the date of the consolidated financial statements and the reportedamounts of revenues, expenses and allocated charges during thereporting period. The more significant estimates pertain to purchaseaccounting, allowance for doubtful accounts, inventory allowances,impairments of intangible assets and other long-lived assets,restructuring costs and other special charges, income taxes, pensionand other postretirement benefits, asset retirement obligations,environmental liabilities and loss contingencies, among others. Actualresults could differ from those estimates.

The Company hasreclassified certain prior period amounts to conform to the currentperiod's presentation.

2.    Acquisition ofCelanese 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 shares, excluding treasury shares("CAG Shares"). The CAG Shares were acquiredat a price of 

11

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

€32.50 per share or an aggregatepurchase price of $1,693 million, including direct acquisition costs ofapproximately $69 million. During the nine months ended December 31,2004 and the three months ended March 31, 2005, the Purchaser acquiredadditional CAG Shares for a purchase price of $33 million and $2million, respectively. As of March 31, 2005 and December 31, 2004, thePurchaser's ownership percentage remained at approximately84%.

Pro forma information

The followingpro forma information for the three months ended March 31, 2004 wasprepared as if the Acquisition had occurred as of the beginning of suchperiod:

|                 |  |                                 |       |        |  |  |
|-----------------|--|---------------------------------|-------|--------|--|--|
|            |  | ThreeMonths EndedMarch 31, 2004 |
|            |  | (in $millions)                  |
| Netsales        |  |                            | 1,243 |   |
| Operatingprofit |  |                            | 82    |   |
| Netearnings     |  |                            | 41    |   |
|                 |

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. Thetotal amount of funds necessary to purchase all of the remaining CAGShares as of March 31, 2005, assuming all such shares were tendered onor prior to that date that the Domination Agreement became operativewould be at least €340 million. The Purchaser may elect,or be required, to pay a purchase price in excess of€41.92 to acquire the remaining outstanding CAG Shares.Any minority shareholder who elects not to sell its shares to thePurchaser will be entitled to remain a shareholder of CAG and toreceive from the Purchaser a gross guaranteed fixed annual payment onits shares of €3.27 per CAG Share less certain corporatetaxes in lieu of any future dividend. Beginning October 1, 2004, takinginto account the circumstances and the tax rates at the time ofentering into the Domination Agreement, the net guaranteed fixed annualpayment would be €2.89 per share for a full fiscal year.The net guaranteed fixed annual payment may, depending on applicablecorporate tax rates, in the future be higher, lower or the same as€2.89 per share. For the three months ended March 31,2005, a charge of $8 million was recorded in Other income (expense),net for the guaranteed payment.

Beginning October 1, 2004, underthe terms of the Domination Agreement, the Purchaser, as the dominatingentity, among other things, is required to compensate Celanese AG forany statutory 

12

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

annual loss incurred by Celanese AG, thedominated entity, on a non-consolidated basis, at the end of the fiscalyear when the loss was incurred. This obligation to compensate CelaneseAG for annual losses will apply during the entire term of theDomination Agreement.

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 84%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 84%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 84% 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 guaranteethe senior subordinated notes issued on June 8, 2004 and July 1, 2004(see Note 9) on an unsecured senior subordinated basis.

4.    Celanese Corporation Initial Public Offering andConcurrent Financings

In January 2005, CelaneseCorporation, the ultimate parent of Celanese Holdings, completed aninitial public offering of Series A common stock and convertibleperpetual preferred stock for net proceeds of $985 million. CelaneseCorporation contributed $572 million of the net proceeds to theCompany, through its wholly-owned subsidiary Crystal US Holdings 3L.L.C. The Company used such proceeds to repay $572 million of theCompany's senior subordinated notes, which includes an earlyredemption premium of $51 million.

13

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

Subsequent to the closing of the initialpublic offering, the Company borrowed an additional $1,135 millionunder the amended and restated senior credit facilities, a portion ofwhich was used to repay a $350 million floating rate term loan, whichexcludes a $4 million early redemption premium, and $200 million ofwhich was used as the primary financing for the February 2005acquisition of the Vinamul business (see Notes 6 and  9). InApril and May 2005, the Company declared and paid $578 million of thenet 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

Accounting Changes in2004

During 2004, the Predecessor changed its inventoryvaluation method of accounting for its US subsidiaries from the LIFOmethod to the FIFO method to conform to the Successor'saccounting policy. The Predecessor's financial statements havebeen restated to reflect this change.

In March 2004, theEmerging Issues Task Force ("EITF") reached aconsensus on Issue No. 03-01, Other than Temporary Impairment,which outlines the basic model to be used to evaluate whether aninvestment is impaired and sets the disclosure requirements for suchinvestments. EITF Issue No. 03-1 is to be applied prospectively inperiods beginning after June 15, 2004. The Company has applied theprovisions of EITF Issue No. 03-01 in the current reporting period withno material impact on the Company's financial position or resultsof operations and cash flows for the three months ended March 31,2005.

On December 8, 2003, the Medicare Prescription Drug,Improvement and Modernization Act of 2003 (the "MedicareAct") was signed into law. The Act introduces aprescription drug benefit under Medicare ("Medicare PartD") as well as a federal subsidy to sponsors of retireehealth care benefit plans that provide a benefit that is at leastactuarially equivalent to Medicare Part D. As of March 31, 2004, aspermitted by FASB Staff Position ("FSP")106-1, Accounting and Disclosure Requirements Related to theMedicare Prescription Drug, Improvement and Modernization Act of2003, the Company deferred accounting for the effects of the Act inthe measurement of its Accumulated Postretirement Benefit Obligation(APBO) and the effect to net periodic postretirement benefit costs.Specific guidance with respect to accounting for the effects of the Actwas issued in FSP No. 106-2, Accounting and Disclosure RequirementsRelated to the Medicare Prescription Drug, Improvement andModernization Act of 2003, and the Company has adopted theprovisions of FSP No. 106-2 as of the Effective Date, and included anyimpact in the overall measurement of the liabilities of the U.S.postretirement medical plans in purchase accounting.

Recent Accounting Pronouncements

InMarch 2005, the FASB issued FSP No. FIN 46(R)-5, Implicit VariableInterests under FASB Interpretation No. 46 (revised December 2003).FSP FIN 46(R)-5 addresses whether a reporting enterprise shouldconsider whether it holds an implicit interest in a variable interestentity or potential variable interest entity when specific conditionsexist. The provisions of FSP FIN 46(R)-5 are applicable for reportingperiods beginning after March 3, 2005 (the Company's fiscalquarter ending June 30, 2005). The Company has not yet determined theimpact of adopting FSP FIN 46(R)-5, if any, on its consolidatedfinancial statements and related disclosures.

In March 2005, FASBissued Interpretation No. 47, Accounting for Conditional AssetRetirement Obligations – an interpretation of FASB Statement No.143 ("FIN No. 47"). FIN No. 47 providesguidelines as to when a company is required to record a conditionalasset retirement obligation. In general, an entity is required torecognize a liability for the fair value of a conditional assetretirement obligation if the fair value of the liability can bereasonably estimated. The fair value of a liability for 

14

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

the conditional asset retirement obligationshould be recognized when incurred – generally upon acquisition,construction, or development and (or) through the normal operation ofthe asset. FIN No. 47 is effective no later than the end of fiscalyears ending after December 15, 2005 (December 31, 2005, forcalendar-year enterprises). The Company is still assessing the impactof FIN No. 47 on its future results of operations and financialposition.

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 June 15,2005. Earlier application is permitted for nonmonetary asset exchangesoccurring in fiscal periods beginning after the date of issuance. Theprovisions of this statement shall be applied prospectively. TheCompany is currently evaluating the potential impact of thisstatement.

In December 2004, the FASB revised SFAS No. 123,Accounting for Stock Based Compensation ("SFAS No.123R"), which requires that the cost from all share-basedpayment transactions be recognized in the financial statements. The SEChas deferred SFAS No. 123R until the first annual period beginningafter June 15, 2005. Accordingly, the Company intends to comply withSFAS No. 123R beginning with the fiscal year commencing January 1,2006. The Company is currently evaluating the potential impact of SFASNo. 123R, although it is anticipated that the adoption will have anegative impact on results of operations.

In November 2004, theFASB issued SFAS No. 151, Inventory Costs, amendment to ARB No. 43Chapter 4 ("SFAS No. 151"), whichclarifies the accounting for abnormal amounts of idle facility expense,freight, handling costs, and wasted material (spoilage). SFAS No. 151is effective for fiscal years beginning after June 15, 2005. TheCompany is in the process of assessing the impact of SFAS No. 151 onits future results of operations and financial position.

InOctober 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 

15

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

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). Pro forma financialinformation has not been provided as the acquisition did not have amaterial impact on the Company's results of operations.

OnOctober 27, 2004, the Company agreed to acquire Acetex forapproximately $261 million and the assumption by the Company of debtowed by Acetex, valued at approximately $231 million. On January 12,2005, the Acetex shareholders approved the transaction. Presently,Acetex has two primary businesses—its Acetyls business and itsSpecialty Polymers and Films business. Closing of the acquisition isdependent upon regulatory approvals and other customary conditions.There can be no assurances that this transaction will be consummated.In connection with the funding of this proposed acquisition, theCompany expects to borrow $242 million under the delayed drawacquisition facility provided for in the amended and restated seniorcredit facilities (See Note 9).

Divestitures:

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

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

Ventures:

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

7.    Inventories

|                          |  |                     |     |                        |  |        |     |        |  |  |
|--------------------------|--|---------------------|-----|------------------------|--|--------|-----|--------|--|--|
|                     |  | Asof March 31, 2005 |     | As of December 31,2004 |
|                     |  | (in $millions)      |
| Finishedgoods            |  |                | 480 |                   |  |   | 470 |   |
| Work-in-process          |  |                | 28  |                   |  |   | 26  |   |
| Rawmaterials andsupplies |  |                | 133 |                   |  |   | 122 |   |
| TotalInventories         |  |                | 641 |                   |  |   | 618 |   |
|                          |

Asa result of the acquisition of Vinamul (see Note 6), the Companyacquired inventory with a fair value of $24 million, which includes $1million in capitalized manufacturing profit in inventory. The inventorywas subsequently sold during the three months ended March 31,2005.

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

8.    IntangibleAssets

Goodwill

|                                                  |  |                  |        |                 |  |        |         |                     |  |        |         |        |  |        |         |        |  |        |        |         |  |  |
|--------------------------------------------------|--|------------------|--------|-----------------|--|--------|---------|---------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|--------|---------|--|--|
|                                             |  | ChemicalProducts |        | AcetateProducts |  | Ticona |         | PerformanceProducts |  | Total  |
|                                             |  | (in $millions)   |
| **Predecessor**                                  |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |    |
| Carryingvalue of goodwill as of December 31,2003 |  |             | 568    |            |  |   | 161     |                |  |   | 343     |   |  |   | — |   |  |   | 1,072  |    |
| Exchangeratechanges                              |  |             | (2     | )          |  |   | (1      | )              |  |   | — |   |  |   | — |   |  |   | (3     | )  |
| Carryingvalue of goodwill as of March 31,2004    |  |             | 566    |            |  |   | 160     |                |  |   | 343     |   |  |   | — |   |  |   | 1,069  |    |
|                                             |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |    |
| **Successor**                                    |  |             |   |            |  |   |    |                |  |   |    |   |  |   |    |   |  |   |   |    |
| Carryingvalue of goodwill as of December 31,2004 |  |             | 193    |            |  |   | 180     |                |  |   | 290     |   |  |   | 84      |   |  |   | 747    |    |
| Acquisitionof VinamulPolymers                    |  |             | 27     |            |  |   | — |                |  |   | — |   |  |   | — |   |  |   | 27     |    |
| Acquisitionof additional CAGshares               |  |             | 1      |            |  |   | — |                |  |   | 1       |   |  |   | — |   |  |   | 2      |    |
| Exchangeratechanges                              |  |             | 1      |            |  |   | — |                |  |   | 1       |   |  |   | 1       |   |  |   | 3      |    |
| Carryingvalue of goodwill as of March 31,2005    |  |             | 222    |            |  |   | 180     |                |  |   | 292     |   |  |   | 85      |   |  |   | 779    |    |
|                                                  |

Inconnection with the acquisition of Vinamul (see Note 6), the Companyhas preliminarily allocated the purchase price to assets acquired andliabilities assumed primarily based on the historical cost of thebusiness acquired. The excess of the purchase price over the amountsallocated to assets and liabilities is included in goodwill, and ispreliminarily estimated to be $27 million at March 31, 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 in 2005.

In connectionwith the acquisition of Vinamul Polymers, at the acquisition date, theCompany began formulating a plan to exit or restructure certainactivities. The Company has not completed this analysis, and as ofMarch 31, 2005, has not recorded any liabilities associated with theseactivities. As the Company finalizes any plans to exit or restructureactivities, it may record additional liabilities, for among otherthings, severance and severance related costs and such amounts could bematerial.

Other IntangibleAssets

|                                   |  |                     |        |                        |  |        |        |         |  |  |
|-----------------------------------|--|---------------------|--------|------------------------|--|--------|--------|---------|--|--|
|                              |  | Asof March 31, 2005 |        | As of December 31,2004 |
|                              |  | (in $millions)      |        |                   |
| Trademarks andtradenames          |  |                | 75     |                   |  |   | 68     |    |
| Customer relatedintangible assets |  |                | 365    |                   |  |   | 365    |    |
| Developedtechnology               |  |                | 9      |                   |  |   | 9      |    |
| Totalintangible assets,gross      |  |                | 449    |                   |  |   | 442    |    |
|                              |  |                |   |                   |  |   |   |    |
| Less:accumulatedamortization      |  |                | (53    | )                 |  |   | (42    | )  |
| Totalintangible assets,net        |  |                | 396    |                   |  |   | 400    |    |
|                                   |

Aggregateamortization expense charged against earnings for intangible assetswith finite lives during the three months ended March 31, 2005 andMarch 31, 2004 totaled $12 million and $2 million, respectively.

In connection with the acquisition of Vinamul, the Company enteredinto a five-year non-compete agreement with the seller. The contracthas a preliminary fair value of $10 million. As the Company has notfinalized its purchase price allocation, this amount could change basedon final valuations. In addition, other intangible assets may beidentified.

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

9.    Debt

|                                                                                                                          |  |                     |         |                        |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------|--|---------------------|---------|------------------------|--|--------|---------|--------|--|--|
|                                                                                                                     |  | Asof March 31, 2005 |         | As of December 31,2004 |
|                                                                                                                     |  | (in $millions)      |
| **Short-term borrowingsand current installments of long-termdebt**                                                       |  |                |    |                   |
| Current installments of long-termdebt                                                                                    |  |                | 25      |                   |  |   | 15      |   |
| Short-term borrowingsfromAffiliates                                                                                      |  |                | 114     |                   |  |   | 128     |   |
| Other                                                                                                                    |  |                | — |                   |  |   | 1       |   |
| Totalshort-term borrowings and current installments of long-termdebt                                                     |  |                | 139     |                   |  |   | 144     |   |
| **Long-termdebt**                                                                                                        |  |
| Senior CreditFacilities:                                                                                                 |  |                |    |                   |  |   |    |   |
| Term loanfacility                                                                                                        |  |                | 1,750   |                   |  |   | 624     |   |
| Floating RateTerm Loan, due2011                                                                                          |  |                | — |                   |  |   | 350     |   |
| Senior SubordinatedNotes 9.625%, due2014                                                                                 |  |                | 800     |                   |  |   | 1,231   |   |
| Senior SubordinatedNotes 10.375%, due2014                                                                                |  |                | 169     |                   |  |   | 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                            |  |                | 44      |                   |  |   | 49      |   |
| Otherborrowings                                                                                                          |  |                | 6       |                   |  |   | — |   |
| Subtotal                                                                                                                 |  |                | 2,974   |                   |  |   | 2,731   |   |
| Less:Current installments of long-termdebt                                                                               |  |                | 25      |                   |  |   | 15      |   |
| Totallong-termdebt                                                                                                       |  |                | 2,949   |                   |  |   | 2,716   |   |
|                                                                                                                          |

Inthe three months ended March 31, 2005, the Company borrowed anadditional $1,135 million under the amended and restated senior creditfacilities. A portion of these proceeds, coupled with the proceeds fromthe initial public offering, were used to repay a $350 million floatingrate term loan and redeem $521 million of senior subordinated notes,excluding early redemption premiums of $4 million and $51 million,respectively. In addition, $200 million was used to finance theFebruary 2005 acquisition of the Vinamul business.

Under theamended and restated facilities, the term loan facility increased to$1,750 million (including €275 million), which matures in2011. In addition, there is a $242 million delayed draw facility whichwhen drawn will be added to the existing term loan facility. Thisdelayed draw facility can only be used to finance the proposedacquisition of Acetex or to purchase the remaining outstanding CAGShares. The Company expects to use this delayed draw facility tofinance the proposed acquisition of Acetex.

The revolving creditfacility, through a syndication of banks, provides for borrowings of upto $600 million, including the availability of letters of credit inU.S. dollars and euros and for borrowings on same-day notice.

InJanuary 2005, the revolving credit facility was increased from $380million to $600 million under the amended and restated senior creditfacilities. The $228 million credit-linked revolving facility, whichmatures in 2009, includes borrowing capacity available for letters ofcredit. As of March 31, 2005, there were $214 million of letters ofcredit issued under the credit-linked revolving facility. As of March31, 2005, $614 million remained available for borrowing under therevolving credit 

18

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

facilities (taking into account letters ofcredit issued under the credit-linked revolving credit facility). As ofMay 12, 2005, there were no amounts outstanding under the revolvingcredit facility, which matures in 2009.

The Company is incompliance with all of its covenant agreements as of March 31,2005.

Interest expense

For thethree months ended March 31, 2005, the Successor recorded interestexpense of $140  million, which includes amortization of deferredfinancing costs of $26 million, of which $23  million related toaccelerated amortization of deferred financing costs and earlyredemption premiums associated with the partial redemption of thesenior subordinated notes and floating rate term loan, as well as $55million in early redemption premiums paid associated with this partialredemption.

10.    Benefit Obligations

Thecomponents of net periodic benefit costs recognized and contributionsmade to the pension plans and benefit payments made to otherpostretirement obligations participants are as follows:

|                                                   |  |                                  |         |                                  |  |                                  |         |                                  |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------|--|----------------------------------|---------|----------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                              |  | DefinedBenefit Obligations       |         | Other PostretirementObligations  |
|                                              |  | Successor                        |         | Predecessor                      |  | Successor                        |         | Predecessor                      |
|                                              |  | ThreeMonths Ended March 31, 2005 |         | Three Months EndedMarch 31, 2004 |  | Three Months Ended March 31,2005 |         | Three Months Ended March 31,2004 |
|                                              |  |                             |         | (in $millions)                   |  |                             |
| **Components of netperiodic benefit cost forthe** |  |                             |    |                             |  |                             |    |                             |  |   |    |    |  |   |    |    |
| Servicecost                                       |  |                             | 10      |                             |  |                             | 9       |                             |  |   | 1       |    |  |   | 1       |    |
| Interestcost                                      |  |                             | 45      |                             |  |                             | 40      |                             |  |   | 6       |    |  |   | 6       |    |
| Expectedreturn on planassets                      |  |                             | (49     | )                           |  |                             | (40     | )                           |  |   | — |    |  |   | — |    |
| Amortizationof prior servicecost                  |  |                             | — |                             |  |                             | 1       |                             |  |   | — |    |  |   | (1      | )  |
| Recognizedactuarialloss                           |  |                             | — |                             |  |                             | 6       |                             |  |   | — |    |  |   | 2       |    |
| Curtailmentgain                                   |  |                             | — |                             |  |                             | — |                             |  |   | (1      | )  |  |   | — |    |
| Netperiodic benefitcost                           |  |                             | 6       |                             |  |                             | 16      |                             |  |   | 6       |    |  |   | 8       |    |
|                                                   |

TheCompany previously disclosed in its financial statements for the yearended December 31, 2004 that it expected to contribute $7 million toits defined benefit pension plans in 2005. As ofMarch 31, 2005, $2million of contributions have been made. The Company presentlyanticipates contributing an additional $5 million to fund its definedbenefit pension plans in 2005 for a total of $7 million.

TheCompany previously disclosed in its financial statements for the yearended December 31, 2004 that it expected to make benefit payments of$47 million to its other postretirement benefit plans. As of March 31,2005, $10 million of benefit payments have been made. The Companypresently anticipates contributing an additional $31 million to fundits other postretirement benefit plans in 2005 for a total of $41million.

Contributions to the defined contribution plans arebased on specified percentages of employee contributions and theyaggregated $4 million and $3 million for the three months ended March31, 2005 and 2004, respectively.

In connection with theacquisition of CAG, the Purchaser agreed to pre-fund $463 million ofcertain pension obligations. During the nine months ended December 31,2004, $409 million was pre-funded to the Company's pension plans.The Company contributed the remaining $54 million that the Purchaseragreed to prefund, as well as an additional $9 million to thenon-qualified pension plan's rabbi trusts during the three monthsended March 31, 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 March 31, 2005 andDecember 31, 2004, there was one share issued and outstanding toCrystal US Holdings 3 L.L.C., the Company's soleshareholder.

12.    Commitments andContingencies

The Company is involved in a number of legalproceedings, lawsuits and claims incidental to the normal conduct ofour business, relating to such matters as product liability, antitrust,past waste disposal practices and release of chemicals into theenvironment. While it is impossible at this time to determine withcertainty the ultimate outcome of these proceedings, lawsuits andclaims, management believes that adequate provisions have been made andthat the ultimate outcomes will not have a material adverse effect onour financial position, but may have a material adverse effect on theresults of operations or cash flows in any given accounting period.

Plumbing Actions

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

CNA Holdings has been named a defendant in tenputative class actions, further described below, as well as a defendantin other non-class actions filed in ten states, the U.S. VirginIslands, and Canada. In these actions, the plaintiffs typically havesought recovery for alleged property damages and, in some cases,additional damages under the Texas Deceptive Trade Practices Act orsimilar type statutes. Damage amounts have not been specified.

Developments under these matters are as follows:

|              |                                                                                                                                                                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Dilday, et al. v. Hoechst CelaneseCorporation, et al.—Weakley County, Tennessee 27th JudicialChancery Court.    Class certification of recreational vehicleowners was denied in July 2001, and cases are proceeding on anindividual basis. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Shelter GeneralInsurance Co., et al. v. Shell Oil Company, et al.—WeakleyCounty, Tennessee Chancery Court.    In April 2000, the U.S.District Court for the District of New Jersey denied classcertification for a putative class action (of insurance companies withrespect to subrogation claims). The plaintiffs' appeal to theThird Circuit Court of Appeals was denied in July 2000, and the casewas subsequently dismissed. In September 2000, a similar putative classaction seeking certification of the same class that was denied in theNew Jersey matter was filed in Tennessee state court. The Tennesseecourt denied certification in March 2002, and plaintiffs are attemptingan appeal. Cases are continuing on an individual basis. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Tom Tranter v. Shell Oil Company, etal.—Ontario Court, General Division; Gariepy, et al. v. Shell OilCompany, et al.—Ontario Court, General Division.    Thesematters, which the Court consolidated, were denied class certificationbut are currently on appeal. Dupont and Shell have each settled thesematters, as well as the Couture and Furlan matters below.Their settlement agreements have been approved by the Court. CNAHoldings is the only defendant remaining in this lawsuit. |

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

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | RichardCouture, et al. v. Shell Oil Company, et al.—Superior Court,Providence of Quebec; Furlan v. Shell Oil Company, et al.—BritishColumbia Supreme Court, Vancouver Registry.    Dupont and Shellhave each settled these matters, as noted above. CNA Holdings is theonly defendant remaining in these lawsuits. They are "onhold" pending the outcome of the appeal in the Tranterand Gariepy matters above, as in Canadian practice, Ontariotends to be the "lead jurisdiction" in suchcases. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Howard, et al. v. Shell OilCompany, et al.—9th Judicial Circuit Court of Common Pleas,Charleston County, South Carolina; Viera, et al. v. Hoechst CelaneseCorporation, et al.—11th Judicial Circuit Court, Dade County,Florida; Fry, et al. v. Hoechst Celanese Chemical Group, Inc., etal.—5th Judicial Circuit Court, Marion County,Florida.    Certification has been denied in these putative classactions pending in South Carolina and Florida state courts. ThePlaintiff's petition to appeal the Howard matter to the UnitedStates Supreme Court was denied in late September 2004, and CNAHoldings' motion to dismiss has been granted. Although plaintiffsin Viera and Fry subsequently sought to bring actionsindividually, they were dismissed, and their appeal was denied. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Richard, et al. v. Hoechst CelaneseChemical Group, Inc., et al.—U.S. District Court for the EasternDistrict of Texas, Texarkana Division.    The court deniedcertification of a putative class action in March 2002, and the FifthCircuit Court has upheld the dismissal. The plaintiff's petitionto appeal to the United States Supreme Court was denied in lateSeptember 2004. |

|              |                                                                                                                                                                                                                                                                                                                                             |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | St. Croix Ltd., etal. v. Shell Oil Company, et al.—Virgin Islands TerritorialCourt, St. Croix Division.    The court in a putative classaction denied certification to a U.S. territories-wide class anddismissed CNA Holdings on jurisdictional grounds. Plaintiffs areseeking reconsideration of those rulings. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Vickers, et al. v. Shell Oil Company,et al.—U.S. District Court—Northern District ofIndiana.    A putative nationwide class action was filed infederal court in December 2002 against, among others, CNA Holdings andShell. CNA Holding's motion to dismiss this lawsuit was grantedin December 2003. The plaintiffs' appeal to the 7th Circuit ofAppeals in January 2004 was dismissed. |

In order to reducelitigation expenses and to provide relief to qualifying homeowners, inNovember 1995, CNA Holdings, DuPont and Shell Oil Company entered intonational class action settlements, which have been approved by thecourts. The settlements call for the replacement of plumbing systems ofclaimants who have had qualifying leaks, as well as reimbursements forcertain leak damage. Furthermore, the three companies have agreed tofund these replacements and reimbursements up to $950 million. As ofMarch 31, 2005, the funding is $1,073 million due to additionalcontributions and funding commitments made primarily by other parties.There are additional pending lawsuits in approximately 5 jurisdictionsnot covered by this settlement; however, these cases do not involve(either individually or in the aggregate) a large number of homes, andmanagement does not expect the obligations arising from these lawsuitsto have a material adverse effect on the Company.

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

In addition, a lawsuit filedin November 1989 in Delaware Chancery Court, between CNA Holdings andvarious of its insurance companies relating to all claims incurred andto be incurred for 

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

the product liability exposure led to apartial declaratory judgment in CNA Holdings' favor. As a result,settlements have been reached with a majority of CNA Holdings'insurers specifying their responsibility for these claims. However, inJanuary 2000, CNA Holdings filed a motion in Superior State Court inWilmington, Delaware to set a trial date with respect to this lawsuitagainst one insurer, asserting that the settlement is void because theinsurer refused to make the required "coverage inplace" payments to CNA Holdings. The insurer and CNAHoldings signed a settlement agreement in June 2003. Pursuant to thesettlement agreement, the insurer agreed to pay CNA Holdings $105million in five annual installments in satisfaction of all claimsincurred and to be incurred for the product liability expensepreviously covered by the insurer.

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 three months ended March31, 2005.

CNA Holdings has accrued its best estimate of itsshare of the plumbing actions. At March 31, 2005, the Company hasremaining accruals of $72 million for this matter, of which $10 millionis included in current liabilities. Management believes that theplumbing actions are adequately provided for in the Company'sfinancial statements and that they will not have a material adverseeffect on our financial position. However, if the Company were to incuran additional charge for this matter, such a charge would not beexpected to have a material adverse effect on our financial position,but may have a material adverse effect on our results of operations orcash flows in any given accounting period. No assurance can be giventhat the Company's litigation reserves will be adequate or thatthese reserves will fully recover claims under the Company'sinsurance policies.

The Company has reached settlements with CNAHoldings' insurers specifying their responsibility for theseclaims; as a result, the Company has recorded receivables relating tothe anticipated recoveries from certain third party insurance carriers.These receivables are based on the probability of collection, anopinion of external counsel, the settlement agreements with theCompany's insurance carriers whose coverage level exceeds thereceivables and the status of current discussions with other insurancecarriers. As of March 31, 2005, the Company has $31 million ofreceivables related to a settlement with an insurance carrier. Thisreceivable is discounted and recorded within Other assets as it will becollected over the next three years.

SorbatesAntitrust Actions

In 1998, Nutrinova, Inc., a U.S.subsidiary of Nutrinova Nutrition Specialties & Food IngredientsGmbH, then a wholly-owned subsidiary of Hoechst, received a grand jurysubpoena from the United States District Court for the NorthernDistrict of California in connection with a criminal antitrustinvestigation of the sorbates industry. On May 3, 1999, Hoechst and theU.S. Federal Government entered into an agreement under which Hoechstpled guilty to a one-count indictment charging Hoechst withparticipating in a conspiracy to fix prices and allocate market sharesof sorbates sold in the United States. Hoechst and the U.S. FederalGovernment agreed to recommend that the U.S. District Court fineHoechst $36 million, payable over five years, with the last payment of$5 million being paid in June 2004. Hoechst also agreed to cooperatewith the U.S. Federal investigation and prosecutions related to thesorbates industry. The U.S. District Court accepted this plea on June18, 1999 and imposed a penalty as recommended in the pleaagreement.

Nutrinova and Hoechst have cooperated with theEuropean Commission since 1998 in connection with matters relating tothe sorbates industry. In May 2002, the European Commission informedHoechst of its intent to investigate officially the sorbates industry,and in early January 2003, the European Commission served Hoechst,Nutrinova and a number of competitors with a statement of objectionsalleging unlawful, anticompetitive behavior affecting the Europeansorbates market. In 

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

October 2003, the European Commission ruledthat Hoechst, Chisso Corporation, Daicel Chemical Industries Ltd., TheNippon Synthetic Chemical Industry Co. Ltd. and Ueno Fine ChemicalsIndustry Ltd. operated a cartel in the European sorbates market between1979 and 1996. The European Commission imposed a total fine of€138.4 million ($179 million), of which €99million ($128 million) was assessed against Hoechst. The case againstNutrinova was closed. The fine against Hoechst is based on the EuropeanCommission's finding that Hoechst does not qualify under theleniency policy, is a repeat violator and, together with Daicel, was aco-conspirator. In Hoechst's favor, the European Commission gavea discount for cooperating in the investigation. Hoechst appealed theEuropean Commission's decision in December 2003, and that appealis still pending.

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

In July 2001, Hoechst and Nutrinova entered into anagreement with the Attorneys General of 33 states, pursuant to whichthe statutes of limitations were tolled pending the states'investigations. This agreement expired in July 2003. Since October2002, the Attorneys General for New York, Illinois, Ohio, Utah andIdaho filed suit on behalf of indirect purchasers in their respectivestates. The Utah, Nevada and Idaho actions have been dismissed as toHoechst, Nutrinova and CAG. A motion for reconsideration is pending inNevada. An appeal filed in Idaho was dismissed and that dismissal wasupheld by the Idaho Supreme Court. The Ohio and Illinois actions havebeen settled, and the Idaho action was dismissed in February 2005. TheNew York action, New York v. Daicel Chemical Industries Ltd., etal. pending in the New York State Supreme Court, New York County,is the only Attorney General action still pending; it too seeksunspecified damages. All antitrust claims in this matter were dismissedby the court in September 2004; however, other state law claims arestill pending. Hoechst and Nutrinova have filed an appeal of thecourt's denial of the motion to dismiss those remaining claims. Asettlement agreement with the Attorneys General of Connecticut,Florida, Hawaii, Maryland, South Carolina, Oregon and Washington iscurrently being negotiated and these Attorneys General have beengranted extensions of the tolling agreement.

Based on the adviceof external counsel and a review of the existing facts andcircumstances relating to the sorbates matter, including the status ofgovernment investigations, as well as civil claims filed and settled,the Company has remaining accruals of $138 million. This amount isincluded in current liabilities at March 31, 2005 for the estimatedloss relative to this matter. Although the outcome of this mattercannot be predicted with certainty, management's best estimate ofthe range of possible additional future losses and fines (in excess ofamounts already accrued), including any that may result from the abovenoted governmental proceedings, as of March 31, 2005 is between $0 and$9 million. 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 receivable from Hoechst and a correspondingcontribution of capital, net of tax, from this indemnification. As ofMarch 31, 2005, the Company has receivables, recorded within othercurrent assets, relating to the sorbates indemnification from Hoechsttotaling $111 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 

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

aggregate, have a material adverse effect onour financial position, but may have a material adverse effect on theresults of operations or cash flows in any given period.

Acetic Acid Patent Infringement Matters

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

Shareholder Litigation

CAG is a defendantin nine consolidated actions brought by minority shareholders duringAugust 2004 in the Frankfurt District Court (Landgericht).

Further, several minority shareholders have joined the proceedingsvia a third party intervention in support of the plaintiffs. ThePurchaser has joined the proceedings via a third party intervention insupport of CAG. On September 8, 2004, the Frankfurt District Courtconsolidated the nine actions.

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

Further, on August 2, 2004, two minority shareholders institutedpublic register proceedings with the Königstein local court(Amtsgericht) and the Frankfurt district court, both with a viewto have the registration of the Domination Agreement in the CommercialRegister deleted (Amtslöschungsverfahren). These actionsare based on an alleged violation of procedural requirements at theextraordinary general meeting, an alleged undercapitalization of thePurchaser and Blackstone and an alleged misuse of discretion by thecompetent court with respect to the registration of the DominationAgreement in the Commercial Register. In April 2005, the court ofappeals rejected the demand by one shareholder for injunctive relief,and the claimants must pursue their claims through ordinary courtproceedings.

Based upon information available as of March 31,2005, the outcome of the foregoing proceedings cannot be predicted withcertainty. Except for certain challenges on limited grounds, the timeperiod to bring forward challenges has expired.

The amounts ofthe 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 court's review of the amounts of thefair cash compensation (Abfindung) and of the guaranteed fixedannual 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 

24

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

Celanese  Holdings and itssubsidiaries and, accordingly, diminish our ability to make payments onour indebtedness. However, the court dismissed all of these proceedingsin March 2005 on the grounds of inadmissibility. The dismissal has beenappealed.

In February 2005, a minority shareholder also broughta lawsuit against the Purchaser, as well as a former member ofCAG's board of management and a former member of CAG'ssupervisory board, in the Frankfurt District Court. Among other things,this action seeks to unwind the tender of the plaintiff's sharesin the Acquisition and seeks compensation for damages suffered as aconsequence of tendering such shares.

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

Guarantees

The Company hasagreed to guarantee or indemnify third parties for environmental andother liabilities pursuant to a variety of agreements, including assetand business divestiture agreements, leases, settlement agreements, andvarious agreements with affiliated companies. Although many of theseobligations contain monetary and/or time limitations, others do notprovide such limitations.

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

Theseknown obligations include the following:

DemergerObligations

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

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

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

|              |                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------|
| •  | The Company will indemnify Hoechst againstthose liabilities up to €250 million (approximately $325million); |

|              |                                                                                                                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Hoechst will bear thoseliabilities exceeding €250 million (approximately $325million), however the Company will reimburse Hoechst for one-third ofthose liabilities for amounts that exceed €750 million(approximately $975 million) in the aggregate. |

TheCompany's obligation regarding two agreements has been settled.The aggregate maximum amount of environmental indemnifications underthe remaining divestiture agreements that provide for monetary limitsis €750 million (approximately $975 million). Three of thedivested agreements do not provide for monetary limits.

Based onthe estimate of the probability of loss under this indemnification, theCompany has reserves of $46 million as of March 31, 2005, for thiscontingency. Where the Company is unable reasonably to determine theprobability of loss or estimate such loss under an indemnification, theCompany has not recognized any related liabilities.

The Companyhas also undertaken in the Demerger Agreement to indemnify Hoechst tothe extent that Hoechst is required to discharge liabilities, includingtax liabilities, 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 

25

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

limitations. The Company has not providedfor any reserves associated with this indemnification. Neither theCompany nor the Predecessor made any payments to Hoechst in the threemonths ended March 31, 2005 or 2004, in connection with thisindemnification.

Divestiture Obligations

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

The Company and thePredecessor 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 March 31, 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 March 31, 2005,the Company has reserves in the aggregate of $49 million for all suchenvironmental matters.

Plumbing Insurance Indemnifications

CAG entered into agreements with insurance companies related toproduct liability settlements associated with Celcon®plumbing claims. These agreements, except those with insolventinsurance companies, require the Company to indemnify and/or defendthese insurance companies in the event that third parties seekadditional monies for matters released in these agreements. Theindemnifications in these agreements do not provide for timelimitations.

In certain of the agreements, CAG received a fixedsettlement amount. The indemnities under these agreements generally arelimited to, but in some cases are greater than, the amount received insettlement from the insurance company. The maximum exposure under theseindemnifications is $95 million. Other settlement agreements have nostated limits.

There are other agreements whereby the settlinginsurer agreed to pay a fixed percentage of claims that relate to thatinsurer's policies. The Company has provided indemnifications tothe insurers for amounts paid in excess of the settlement percentage.These indemnifications do not provide for monetary or timelimitations.

The Company has reserves associated with theseproduct liability claims. See Plumbing Actions above.

Other Obligations

|              |                                                                                                                                                                                                                                                                                                                             |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | The Company issecondarily liable under a lease agreement pursuant to which theCompany has assigned a direct obligation to a third party. The leaseassumed by the third party expires on April 30, 2012. The leaseliability for the period from April 1, 2005 to April 30, 2012 isestimated to be approximately $54 million. |

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

26

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

As indemnification obligations oftendepend on the occurrence of unpredictable future events, the futurecosts associated with them cannot be determined at this time. However,the Company were to incur additional charges for these matters, suchcharges may have a material adverse effect on the financial position,results of operations or cash flows of the Company in any givenaccounting period.

Other Matters

As ofthe latest practical date, Celanese Ltd. and/or CNA Holdings, Inc.,both our U.S. subsidiaries, are defendants in approximately 850asbestos 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.

TheCompany entered into an agreement with Goldman, Sachs & Co. oHG, anaffiliate of Goldman, Sachs and Co., on December 15, 2003 (the"Goldman Sachs Engagement Letter"), pursuantto which Goldman Sachs acted as the Company's financial advisorin connection with the tender offer culminating in the Acquisition.Pursuant to the terms of the Goldman Sachs Engagement Letter, in March2004, Celanese AG paid Goldman Sachs a financial advisory fee equal to$13 million and a discretionary bonus equal to $5 million, uponconsummation of the tender offer. In addition, Celanese AG agreed toreimburse Goldman Sachs for all its reasonable expenses and toindemnify Goldman Sachs and related persons for all direct damagesarising in connection with Goldman Sachs Engagement Letter.

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.

27

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

13.    Special Charges

The components of special charges were asfollows:

|                                          |  |                                  |         |                                  |  |        |         |         |  |  |
|------------------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--|
|                                     |  | Successor                        |         | Predecessor                      |
|                                     |  | ThreeMonths Ended March 31, 2005 |         | Three Months Ended March31, 2004 |
|                                     |  | (in $millions)                   |
| Employee terminationbenefits             |  |                             | (2      | )                           |  |   | (2      | )  |
| Plant/officeclosures                     |  |                             | (1      | )                           |  |   | — |    |
| TotalRestructuring                       |  |                             | (3      | )                           |  |   | (2      | )  |
| Termination ofadvisor monitoringservices |  |                             | (35     | )                           |  |   | — |    |
| Advisoryservices                         |  |                             | — |                             |  |   | (25     | )  |
| Other                                    |  |                             | — |                             |  |   | (1      | )  |
| TotalSpecialCharges                      |  |                             | (38     | )                           |  |   | (28     | )  |
|                                          |

Thecomponents of the restructuring reserves were asfollows:

|                                          |  |                              |        |                      |  |        |         |         |  |        |        |         |  |  |
|------------------------------------------|--|------------------------------|--------|----------------------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                     |  | EmployeeTermination Benefits |        | Plant/OfficeClosures |  | Total  |
|                                     |  | (in $millions)               |
| **Predecessor**                          |  |                         |   |                 |  |   |    |    |  |   |   |    |
| Restructuringreserve at December 31,2003 |  |                         | 28     |                 |  |   | 21      |    |  |   | 49     |    |
| Restructuringadditions                   |  |                         | 2      |                 |  |   | — |    |  |   | 2      |    |
| Cashand noncashuses                      |  |                         | (5     | )               |  |   | (2      | )  |  |   | (7     | )  |
| Restructuringreserve at March 31,2004    |  |                         | 25     |                 |  |   | 19      |    |  |   | 44     |    |
|                                     |  |
| **Successor**                            |  |                         |   |                 |  |   |    |    |  |   |   |    |
| Restructuringreserve at December 31,2004 |  |                         | 72     |                 |  |   | 14      |    |  |   | 86     |    |
| Purchaseaccountingadjustments            |  |                         | 1      |                 |  |   | — |    |  |   | 1      |    |
| Restructuringadditions                   |  |                         | 2      |                 |  |   | 1       |    |  |   | 3      |    |
| Cashand noncashuses                      |  |                         | (9     | )               |  |   | (2      | )  |  |   | (11    | )  |
| Currencytranslationadjustments           |  |                         | (1     | )               |  |   | — |    |  |   | (1     | )  |
| Restructuringreserve at March 31,2005    |  |                         | 65     |                 |  |   | 13      |    |  |   | 78     |    |
|                                          |

14.    Stock-basedand Other Management Compensation Plans

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

The stock incentive plan allows for the issuance or delivery of upto 16.25 million shares of Celanese Corporation's Series A commonstock through stock options and a discounted share program. In January2005, options were initially granted at an exercise price equal to theinitial public offering price. The options have a ten-year term withvesting terms pursuant to a schedule, with no vesting to occur laterthan the 8th anniversary of the date of the grant. Accelerated vestingdepends on meeting specified performance targets. Of the 11.1 millionstock options granted, 9.3 million are non-compensatory. The remaining1.8 million options are subject to variable plan accounting.Compensation expense related to these options was not material for thethree months ended March 31, 2005. No options were forfeited orexercised during the three months ended March 31, 2005.

InDecember 2004, Celanese Corporation granted rights to theCompany's executive officers and key employees to purchase up to1,797,386 shares of Celanese Corporation's Series A common stock

28

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

at a discount of $8.80 per share. During thethree months ended March 31, 2005, 1,613,317 shares have beenpurchased. As a result of this discounted share offering, the Companyrecorded a pre-tax non-cash charge of $14 million, with a correspondingadjustment to additional paid-in capital within shareholders'equity during 2004.

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

•    Stock-basedcompensation

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

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

The fair valueof options granted in the three months ended March 31, 2005 underCelanese Corporation's stock incentive plan was estimated at thedate of grant using the Black Scholes option pricing model. Thefollowing weighted average assumptions wereused:

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

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

The following table illustrates the effect on netearnings (loss) if the Successor had applied the fair value recognitionprovisions of SFAS No. 123 to stock-based employee compensation for thethree months ended March 31,2005:

|                                                 |  |                                     |    |         |  |  |  |  |  |  |
|-------------------------------------------------|--|-------------------------------------|----|---------|--|--|--|--|--|--|
|                                            |  |     NetEarnings |    |
|                                            |  | (in $millions)                      |    |
| Net earnings, asreported                        |  |                                | 15 |    |  |
| Less: stock-based compensationunder SFAS No.123 |  |                                | (2 | )  |  |
| Pro forma netearnings                           |  |                                | 13 |    |  |
|                                                 |

29

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

15.    IncomeTaxes

Income taxes for the three months ended March 31,2005 and 2004, are recorded based on the estimated annual effective taxrate. As of March 31, 2005, the estimated annualized tax rate for 2005is 29%, which is slightly 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 the expenses associated withthe early redemption of debt), and tax expense in certain non-U.S.jurisdictions. The Predecessor had an effective tax rate of 24%for the three months ended March 31, 2004, compared to the Germanstatutory rate of 40%, which was primarily affected by earningsin low tax jurisdictions.

16.    BusinessSegments

|                                                                     |  |                  |        |                 |  |        |         |                     |  |               |         |                |  |              |         |        |  |        |        |        |  |        |        |         |  |        |         |        |  |  |
|---------------------------------------------------------------------|--|------------------|--------|-----------------|--|--------|---------|---------------------|--|---------------|---------|----------------|--|--------------|---------|--------|--|--------|--------|--------|--|--------|--------|---------|--|--------|---------|--------|--|--|
|                                                                |  | ChemicalProducts |        | AcetateProducts |  | Ticona |         | PerformanceProducts |  | TotalSegments |         | Reconciliation |  | Consolidated |
|                                                                |  |             |        |            |  |   |         | (in$millions)       |  |          |         |           |  |         |
| **Successor**                                                       |  |             |   |            |  |   |    |                |  |          |    |           |  |         |    |   |  |   |   |   |  |   |   |    |  |   |    |   |
| **Forthe three months ended March 31,2005**                         |  |             |   |            |  |   |    |                |  |          |    |           |  |         |    |   |  |   |   |   |
| Salesto externalcustomers                                           |  |             | 1,015  |            |  |   | 196     |                |  |          | 239     |           |  |         | 47      |   |  |   | 1,497  |   |  |   | 12     |    |  |   | 1,509   |   |
| Inter-segmentrevenues                                               |  |             | 29     |            |  |   | — |                |  |          | — |           |  |         | — |   |  |   | 29     |   |  |   | (29    | )  |  |   | — |   |
| Operatingprofit                                                     |  |             | 177    |            |  |   | 20      |                |  |          | 39      |           |  |         | 13      |   |  |   | 249    |   |  |   | (80    | )  |  |   | 169     |   |
| Earningsfrom continuing operations before tax and minorityinterests |  |             | 193    |            |  |   | 20      |                |  |          | 51      |           |  |         | 12      |   |  |   | 276    |   |  |   | (219   | )  |  |   | 57      |   |
| Depreciationandamortization                                         |  |             | 34     |            |  |   | 9       |                |  |          | 15      |           |  |         | 3       |   |  |   | 61     |   |  |   | 2      |    |  |   | 63      |   |
| Capitalexpenditures                                                 |  |             | 18     |            |  |   | 5       |                |  |          | 14      |           |  |         | 2       |   |  |   | 39     |   |  |   | 1      |    |  |   | 40      |   |
|                                                                |  |
| **Predecessor**                                                     |  |             |   |            |  |   |    |                |  |          |    |           |  |         |    |   |  |   |   |   |  |   |   |    |  |   |    |   |
| **Forthe three months ended March 31,2004**                         |  |             |   |            |  |   |    |                |  |          |    |           |  |         |    |   |  |   |   |   |
| Salesto externalcustomers                                           |  |             | 789    |            |  |   | 172     |                |  |          | 227     |           |  |         | 44      |   |  |   | 1,232  |   |  |   | 11     |    |  |   | 1,243   |   |
| Inter-segmentrevenues                                               |  |             | 29     |            |  |   | — |                |  |          | — |           |  |         | — |   |  |   | 29     |   |  |   | (29    | )  |  |   | -       |   |
| Operatingprofit                                                     |  |             | 65     |            |  |   | 9       |                |  |          | 31      |           |  |         | 11      |   |  |   | 116    |   |  |   | (64    | )  |  |   | 52      |   |
| Earningsfrom continuing operations before tax and minorityinterests |  |             | 64     |            |  |   | 9       |                |  |          | 45      |           |  |         | 11      |   |  |   | 129    |   |  |   | (57    | )  |  |   | 72      |   |
| Depreciationandamortization                                         |  |             | 39     |            |  |   | 13      |                |  |          | 16      |           |  |         | 2       |   |  |   | 70     |   |  |   | 2      |    |  |   | 72      |   |
| Capitalexpenditures                                                 |  |             | 15     |            |  |   | 8       |                |  |          | 20      |           |  |         | — |   |  |   | 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 

30

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

additional compensation for providinginvestment banking or other advisory services provided to the Companyby the Advisor or any of its affiliates in connection with any specificacquisition, divestiture, refinancing, recapitalization, or similartransaction. In connection with the completion of the initial publicoffering, the parties amended and restated the transaction andmonitoring fee agreement to terminate the monitoring services and allobligations to pay future monitoring fees and paid the Advisor $35million. The Company also paid $10 million to the Advisor for the 2005monitoring fee. The transaction based agreement remains in effect.

In connection 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 the proposedacquisition of Acetex, the Company paid the Advisor an initial fee of$1 million, which is included in Other assets. Additional fees willbecome due and payable to the Advisor upon the successful completion ofthis acquisition.

18.    Consolidating Guarantor FinancialInformation

The following unaudited consolidatingfinancial information is presented in the provided form because: (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.

31

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

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                                            |  |                                         |         |        |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |        |        |         |  |  |  |  |  |  |
|----------------------------------------------------------------------------|--|-----------------------------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|--|--|--|--|
|                                                                       |  | Successor                               |
|                                                                       |  | Forthe Three Months Ended March 31,2005 |
|                                                                       |  | ParentGuarantor                         |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |  |
|                                                                       |  | (in$ millions)                          |         |
| Netsales                                                                   |  |                                    | — |   |  |                 | — |           |  |         | 736     |         |  |   | 1,049   |    |  |   | (276    | )  |  |   | 1,509  |    |  |
| Costofsales                                                                |  |                                    | — |   |  |                 | — |           |  |         | (603    | )       |  |   | (798    | )  |  |   | 276     |    |  |   | (1,125 | )  |  |
| Selling,general and administrativeexpenses                                 |  |                                    | — |   |  |                 | (10     | )         |  |         | (74     | )       |  |   | (74     | )  |  |   | — |    |  |   | (158   | )  |  |
| Researchand developmentexpenses                                            |  |                                    | — |   |  |                 | — |           |  |         | (9      | )       |  |   | (14     | )  |  |   | — |    |  |   | (23    | )  |  |
| Specialcharges:                                                            |  |
| Restructuring, impairment and otherspecialcharges                          |  |                                    | — |   |  |                 | (35     | )         |  |         | (2      | )       |  |   | (1      | )  |  |   | — |    |  |   | (38    | )  |  |
| Foreignexchange gain (loss),net                                            |  |                                    | — |   |  |                 | 3       |           |  |         | — |         |  |   | — |    |  |   | — |    |  |   | 3      |    |  |
| Gainon disposition ofassets                                                |  |                                    | — |   |  |                 | — |           |  |         | 1       |         |  |   | — |    |  |   | — |    |  |   | 1      |    |  |
| Operatingprofit(loss)                                                      |  |                                    | — |   |  |                 | (42     | )         |  |         | 49      |         |  |   | 162     |    |  |   | — |    |  |   | 169    |    |  |
|                                                                       |  |                                    |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Equityin net earnings ofaffiliates                                         |  |                                    | 93      |   |  |                 | 24      |           |  |         | 56      |         |  |   | 7       |    |  |   | (165    | )  |  |   | 15     |    |  |
| Interestexpense                                                            |  |                                    | — |   |  |                 | (133    | )         |  |         | (32     | )       |  |   | (14     | )  |  |   | 39      |    |  |   | (140   | )  |  |
| Interestincome                                                             |  |                                    | — |   |  |                 | 35      |           |  |         | 2       |         |  |   | 12      |    |  |   | (39     | )  |  |   | 10     |    |  |
| Otherincome (expense),net                                                  |  |                                    | — |   |  |                 | (17     | )         |  |         | (1      | )       |  |   | 21      |    |  |   | — |    |  |   | 3      |    |  |
| Earnings(loss) from continuing operations before tax and minorityinterests |  |                                    | 93      |   |  |                 | (133    | )         |  |         | 74      |         |  |   | 188     |    |  |   | (165    | )  |  |   | 57     |    |  |
|                                                                       |  |                                    |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Incometaxprovision                                                         |  |                                    | — |   |  |                 | — |           |  |         | (2      | )       |  |   | (15     | )  |  |   | — |    |  |   | (17    | )  |  |
|                                                                       |  |                                    |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Earnings(loss) from continuing operations before minorityinterests         |  |                                    | 93      |   |  |                 | (133    | )         |  |         | 72      |         |  |   | 173     |    |  |   | (165    | )  |  |   | 40     |    |  |
|                                                                       |  |                                    |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Minorityinterests                                                          |  |                                    | — |   |  |                 | — |           |  |         | — |         |  |   | (25     | )  |  |   | — |    |  |   | (25    | )  |  |
|                                                                       |  |                                    |    |   |  |                 |    |           |  |         |    |         |  |   |    |    |  |
| Netearnings(loss)                                                          |  |                                    | 93      |   |  |                 | (133    | )         |  |         | 72      |         |  |   | 148     |    |  |   | (165    | )  |  |   | 15     |    |  |
|                                                                            |

32

----

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

UNAUDITED CONSOLIDATING STATEMENT OFOPERATIONSINFORMATION

|                                                     |  |                                         |         |                |  |              |         |              |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|-----------------------------------------------------|--|-----------------------------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                |  | Predecessor                             |         |
|                                                |  | Forthe Three Months Ended March 31,2004 |         |
|                                                |  | SubsidiaryGuarantors                    |         | Non-Guarantors |  | 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      | )       |  |   | — |    |  |   | — |    |  |
| Losson 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 beforetax |  |                                    | 38      |           |  |         | (341    | )       |  |   | 375     |    |  |   | 72      |    |  |
|                                                |  |                                    |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |
| Incometaxprovision                                  |  |                                    | (2      | )         |  |         | (15     | )       |  |   | — |    |  |   | (17     | )  |  |
|                                                |  |                                    |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |
| Earnings(loss) from continuing operations           |  |                                    | 36      |           |  |         | (356    | )       |  |   | 375     |    |  |   | 55      |    |  |
|                                                |  |                                    |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |
| Earningsfrom discontinuedoperations                 |  |                                    | 23      |           |  |         | — |         |  |   | — |    |  |   | 23      |    |  |
|                                                |  |                                    |    |           |  |         |    |         |  |   |    |    |  |   |    |    |  |
| Netearnings(loss)                                   |  |                                    | 59      |           |  |         | (356    | )       |  |   | 375     |    |  |   | 78      |    |  |
|                                                     |

33

----

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

UNAUDITED CONSOLIDATING BALANCE SHEETINFORMATION

|                                                                                                  |  |                    |         |        |  |                      |         |                |  |              |         |              |  |        |         |        |  |        |         |         |  |        |        |        |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------------|---------|--------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|--------|--------|--|--|
|                                                                                             |  | Successor          |
|                                                                                             |  | Asof March 31,2005 |
|                                                                                             |  | ParentGuarantor    |         | Issuer |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                                                             |  | (in$millions)      |
| **ASSETS**                                                                                       |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Currentassets:                                                                                   |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Cashand cashequivalents                                                                          |  |               | — |   |  |                 | 409     |           |  |         | 82      |         |  |   | 1,019   |   |  |   | — |    |  |   | 1,510  |   |
| Receivables,net:                                                                                 |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Tradereceivables, net — third party andaffiliates                                          |  |               | — |   |  |                 | — |           |  |         | 273     |         |  |   | 725     |   |  |   | — |    |  |   | 998    |   |
| Otherreceivables                                                                                 |  |               | — |   |  |                 | 1,141   |           |  |         | 208     |         |  |   | 696     |   |  |   | (1,490  | )  |  |   | 555    |   |
| Inventories                                                                                      |  |               | — |   |  |                 | — |           |  |         | 259     |         |  |   | 382     |   |  |   | — |    |  |   | 641    |   |
| Deferredincometaxes                                                                              |  |               | — |   |  |                 | — |           |  |         | 68      |         |  |   | 7       |   |  |   | — |    |  |   | 75     |   |
| Otherassets                                                                                      |  |               | — |   |  |                 | 2       |           |  |         | 85      |         |  |   | 26      |   |  |   | — |    |  |   | 113    |   |
| Assetsof discontinuedoperations                                                                  |  |               | — |   |  |                 | — |           |  |         | 3       |         |  |   | — |   |  |   | — |    |  |   | 3      |   |
| Totalcurrentassets                                                                               |  |               | — |   |  |                 | 1,552   |           |  |         | 978     |         |  |   | 2,855   |   |  |   | (1,490  | )  |  |   | 3,895  |   |
| Investments                                                                                      |  |               | 1,269   |   |  |                 | 928     |           |  |         | 1,840   |         |  |   | 468     |   |  |   | (3,938  | )  |  |   | 567    |   |
| Property,plant and equipment,net                                                                 |  |               | — |   |  |                 | — |           |  |         | 897     |         |  |   | 942     |   |  |   | — |    |  |   | 1,839  |   |
| Deferredincometaxes                                                                              |  |               | — |   |  |                 | — |           |  |         | — |         |  |   | 48      |   |  |   | — |    |  |   | 48     |   |
| Otherassets                                                                                      |  |               | — |   |  |                 | 1,156   |           |  |         | 267     |         |  |   | 512     |   |  |   | (1,290  | )  |  |   | 645    |   |
| Goodwill                                                                                         |  |               | — |   |  |                 | 71      |           |  |         | 880     |         |  |   | 897     |   |  |   | (1,069  | )  |  |   | 779    |   |
| Intangibleassets,net                                                                             |  |               | — |   |  |                 | — |           |  |         | 122     |         |  |   | 274     |   |  |   | — |    |  |   | 396    |   |
| Totalassets                                                                                      |  |               | 1,269   |   |  |                 | 3,707   |           |  |         | 4,984   |         |  |   | 5,996   |   |  |   | (7,787  | )  |  |   | 8,169  |   |
| **LIABILITIESAND SHAREHOLDERS' EQUITY**                                                          |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Currentliabilities:                                                                              |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Short-termborrowings and current installments of long-term debt — thirdparty andaffiliates |  |               | — |   |  |                 | 17      |           |  |         | 1,197   |         |  |   | 124     |   |  |   | (1,199  | )  |  |   | 139    |   |
| Accountspayable and accruedliabilities:                                                          |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |   |    |    |  |   |   |   |
| Tradepayables — third party andaffiliates                                                  |  |               | — |   |  |                 | 3       |           |  |         | 289     |         |  |   | 485     |   |  |   | — |    |  |   | 777    |   |
| Othercurrentliabilities                                                                          |  |               | — |   |  |                 | 28      |           |  |         | 262     |         |  |   | 808     |   |  |   | (291    | )  |  |   | 807    |   |
| Deferredincometaxes                                                                              |  |               | — |   |  |                 | — |           |  |         | — |         |  |   | 25      |   |  |   | — |    |  |   | 25     |   |
| Incometaxespayable                                                                               |  |               | — |   |  |                 | — |           |  |         | 50      |         |  |   | 188     |   |  |   | — |    |  |   | 238    |   |
| Liabilitiesof discontinuedoperations                                                             |  |               | — |   |  |                 | — |           |  |         | 8       |         |  |   | — |   |  |   | — |    |  |   | 8      |   |
| Totalcurrentliabilities                                                                          |  |               | — |   |  |                 | 48      |           |  |         | 1,806   |         |  |   | 1,630   |   |  |   | (1,490  | )  |  |   | 1,994  |   |
| Long-termdebt                                                                                    |  |               | — |   |  |                 | 2,701   |           |  |         | 1,078   |         |  |   | 460     |   |  |   | (1,290  | )  |  |   | 2,949  |   |
| Deferredincometaxes                                                                              |  |               | — |   |  |                 | — |           |  |         | — |         |  |   | 230     |   |  |   | — |    |  |   | 230    |   |
| Benefitobligations                                                                               |  |               | — |   |  |                 | — |           |  |         | 873     |         |  |   | 114     |   |  |   | — |    |  |   | 987    |   |
| Otherliabilities                                                                                 |  |               | — |   |  |                 | 45      |           |  |         | 231     |         |  |   | 217     |   |  |   | — |    |  |   | 493    |   |
| Minorityinterests                                                                                |  |               | — |   |  |                 | — |           |  |         | — |         |  |   | 533     |   |  |   | — |    |  |   | 533    |   |
| Commitmentsandcontingencies                                                                      |  |               |    |   |  |                 |    |           |  |         |    |         |  |   |    |   |  |
| Shareholders'equity                                                                              |  |               | 1,269   |   |  |                 | 913     |           |  |         | 996     |         |  |   | 2,812   |   |  |   | (5,007  | )  |  |   | 983    |   |
| Totalliabilities and shareholders' equity                                                        |  |               | 1,269   |   |  |                 | 3,707   |           |  |         | 4,984   |         |  |   | 5,996   |   |  |   | (7,787  | )  |  |   | 8,169  |   |
|                                                                                                  |

34

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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(1) |  | 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                                                                              |  |                  | — |   |  |                 | — |              |  |         | 68      |         |  |   | 3       |   |  |   | — |    |  |   | 71    |   |
| Otherassets                                                                                      |  |                  | — |   |  |                 | 2       |              |  |         | 36      |         |  |   | 48      |   |  |   | — |    |  |   | 86    |   |
| Assetsof discontinuedoperations                                                                  |  |                  | — |   |  |                 | — |              |  |         | 2       |         |  |   | — |   |  |   | — |    |  |   | 2     |   |
| Totalcurrentassets                                                                               |  |                  | — |   |  |                 | 942     |              |  |         | 957     |         |  |   | 2,760   |   |  |   | (1,500  | )  |  |   | 3,159 |   |
| Investments                                                                                      |  |                  | 742     |   |  |                 | 327     |              |  |         | 1,851   |         |  |   | 483     |   |  |   | (2,803  | )  |  |   | 600   |   |
| Property,plant and equipment,net                                                                 |  |                  | — |   |  |                 | — |              |  |         | 749     |         |  |   | 953     |   |  |   | — |    |  |   | 1,702 |   |
| Deferredincometaxes                                                                              |  |                  | — |   |  |                 | — |              |  |         | — |         |  |   | 54      |   |  |   | — |    |  |   | 54    |   |
| Otherassets                                                                                      |  |                  | — |   |  |                 | 1,194   |              |  |         | 264     |         |  |   | 583     |   |  |   | (1,302  | )  |  |   | 739   |   |
| Goodwill                                                                                         |  |                  | — |   |  |                 | 69      |              |  |         | 891     |         |  |   | 856     |   |  |   | (1,069  | )  |  |   | 747   |   |
| Intangibleassets,net                                                                             |  |                  | — |   |  |                 | — |              |  |         | 115     |         |  |   | 285     |   |  |   | — |    |  |   | 400   |   |
| Totalassets                                                                                      |  |                  | 742     |   |  |                 | 2,532   |              |  |         | 4,827   |         |  |   | 5,974   |   |  |   | (6,674  | )  |  |   | 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)                                                                     |  |                  | 742     |   |  |                 | (98     | )            |  |         | 839     |         |  |   | 2,795   |   |  |   | (3,872  | )  |  |   | 406   |   |
| Totalliabilities and shareholders' equity(deficit)                                               |  |                  | 742     |   |  |                 | 2,532   |              |  |         | 4,827   |         |  |   | 5,974   |   |  |   | (6,674  | )  |  |   | 7,401 |   |
|                                                                                                  |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Includedin Non-Guarantors are purchase accounting adjustments related to theAcquisition of CAG (see Note 2), which will be pushed down to legalentities when the purchase price allocation iscomplete. |

35

----

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

UNAUDITED CONSOLIDATED STATEMENT OF CASHFLOWSINFORMATION

|                                                                  |  |                                         |         |         |  |                      |         |                |  |              |         |              |  |        |         |         |  |        |                                 |        |  |        |         |         |  |  |
|------------------------------------------------------------------|--|-----------------------------------------|---------|---------|--|----------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------|---------|--|--------|---------------------------------|--------|--|--------|---------|---------|--|--|
|                                                             |  | Successor                               |
|                                                             |  | Forthe Three Months Ended March 31,2005 |
|                                                             |  | ParentGuarantor                         |         | Issuer  |  | SubsidiaryGuarantors |         | Non-Guarantors |  | Eliminations |         | Consolidated |
|                                                             |  | (in$ millions)                          |
| Net cash provided by (used in) operatingactivities               |  |                                    | — |    |  |                 | (313    | )         |  |         | 111     |         |  |   | 234     |    |  |   | —                         |   |  |   | 32      |    |
| Investingactivities from continuingoperations:                   |  |                                    |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |                            |   |  |   |    |    |
| Capitalexpenditures on property, plant andequipment              |  |                                    | — |    |  |                 | — |           |  |         | (17     | )       |  |   | (23     | )  |  |   | —                         |   |  |   | (40     | )  |
| Acquisitionof CAG shares                                         |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | (2      | )  |  |   | —                         |   |  |   | (2      | )  |
| InvestmentinSubsidiaries                                         |  |                                    | (572    | )  |  |                 | 572     |           |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | — |    |
| Feesassociated with the acquisition ofVinamul                    |  |                                    | — |    |  |                 | — |           |  |         | (5      | )       |  |   | (2      | )  |  |   | —                         |   |  |   | (7      | )  |
| AcquisitionofVinamul                                             |  |                                    | — |    |  |                 | (56     | )         |  |         | (134    | )       |  |   | (18     | )  |  |   | —                         |   |  |   | (208    | )  |
| Netproceeds from disposal of discontinuedoperations              |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | 75      |    |  |   | —                         |   |  |   | 75      |    |
| Proceedsfrom sale of marketablesecurities                        |  |                                    | — |    |  |                 | — |           |  |         | 1       |         |  |   | 103     |    |  |   | —                         |   |  |   | 104     |    |
| Purchasesof marketablesecurities                                 |  |                                    | — |    |  |                 | — |           |  |         | (1      | )       |  |   | (26     | )  |  |   | —                         |   |  |   | (27     | )  |
| Other,net                                                        |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | — |    |  |   |     — |   |  |   | — |    |
| Netcash provided by (used in) investingactivities                |  |                                    | (572    | )  |  |                 | 516     |           |  |         | (156    | )       |  |   | 107     |    |  |   | —                         |   |  |   | (105    | )  |
| Financingactivities from continuingoperations:                   |  |                                    |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |                            |   |  |
| Contributionfrom Parent,net                                      |  |                                    | 572     |    |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | 572     |    |
| Redemptionof senior subordinated notes, including relatedpremium |  |                                    | — |    |  |                 | (572    | )         |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | (572    | )  |
| Borrowingsunder term loanfacility                                |  |                                    | — |    |  |                 | 1,135   |           |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | 1,135   |    |
| Feesassociated withfinancing                                     |  |                                    | — |    |  |                 | (7      | )         |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | (7      | )  |
| Repaymentof floating rate term loan, including relatedpremium    |  |                                    | — |    |  |                 | (354    | )         |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | (354    | )  |
| Short-termborrowings (repayments),net                            |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | (10     | )  |  |   | —                         |   |  |   | (10     | )  |
| Proceedsfrom other long-termdebt                                 |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | 6       |    |  |   | —                         |   |  |   | 6       |    |
| Paymentsof other long-termdebt                                   |  |                                    | — |    |  |                 | (2      | )         |  |         | — |         |  |   | (1      | )  |  |   | —                         |   |  |   | (3      | )  |
| Netcash provided by (used in) financingactivities                |  |                                    | 572     |    |  |                 | 200     |           |  |         | — |         |  |   | (5      | )  |  |   | —                         |   |  |   | 767     |    |
| Exchangerate effects oncash                                      |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | (22     | )  |  |   | —                         |   |  |   | (22     | )  |
| Netincrease (decrease) in cash and cashequivalents               |  |                                    | — |    |  |                 | 403     |           |  |         | (45     | )       |  |   | 314     |    |  |   | —                         |   |  |   | 672     |    |
| Cashand cash equivalents at beginning ofperiod                   |  |                                    | — |    |  |                 | 6       |           |  |         | 127     |         |  |   | 705     |    |  |   | —                         |   |  |   | 838     |    |
| Cashand cash equivalents at end ofperiod                         |  |                                    | — |    |  |                 | 409     |           |  |         | 82      |         |  |   | 1,019   |    |  |   | —                         |   |  |   | 1,510   |    |
| Netcash provided by (used in) discontinuedoperations:            |  |                                    |    |    |  |                 |    |           |  |         |    |         |  |   |    |    |  |   |                            |   |  |
| Operatingactivities                                              |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | (75     | )  |  |   |                            |   |  |   | (75     | )  |
| Investingactivities                                              |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | 75      |    |  |   | —                         |   |  |   | 75      |    |
| Netcash provided by (used in) discontinuedoperations             |  |                                    | — |    |  |                 | — |           |  |         | — |         |  |   | — |    |  |   | —                         |   |  |   | — |    |
|                                                                  |

36

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

UNAUDITED CONSOLIDATING STATEMENT OF CASHFLOWSINFORMATION

|                                                       |  |                                         |         |                |  |              |         |              |  |        |                     |        |  |        |         |         |  |  |
|-------------------------------------------------------|--|-----------------------------------------|---------|----------------|--|--------------|---------|--------------|--|--------|---------------------|--------|--|--------|---------|---------|--|--|
|                                                  |  | 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 (used in) 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  |  |                                    | — |           |  |         | — |         |  |   | —             |   |  |   | — |    |
|                                                       |

37

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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 capital structure. Net debt is not a substitute for any U.S. GAAPfinancial measure. In addition, the calculation of net debt containedin this report may not be consistent with that of other companies. Themost directly comparable financial measure presented in accordance withU.S. GAAP in our financial statements for net debt is total debt. For areconciliation of net debt and total debt, see "FinancialHighlights" below.

Basis of Presentation

Impact of the Acquisition of Celanese AG

On April6, 2004, Celanese Europe Holding GmbH & Co. KG (the"Purchaser"), an indirect wholly ownedsubsidiary of the Successor, acquired approximately 84% of theCelanese AG ordinary shares, excluding treasury shares("CAG Shares"). The ordinary shares wereacquired at a price of €32.50 per share or an aggregatepurchase price of $1,693 million, including direct acquisition costs ofapproximately $69 million. During the nine months ended December 31,2004 and the three months ended March 31, 2005, the Purchaser acquiredadditional CAG Shares for a purchase price of $33 million and $2million, respectively. As the additional shares acquired primarilyrepresented exercised employee stock options, the Purchaser'sownership percentage remained at approximately 84% as ofDecember 31, 2004 and March 31, 2005.

We accounted for theacquisition of CAG using the purchase method of accounting and,accordingly, this resulted in a new basis of accounting. The purchaseprice was allocated based on the fair value of the underlying assetsacquired and liabilities assumed. The assets acquired and liabilitiesassumed are reflected at fair value for the approximately 84%portion acquired and at CAG historical basis for the remainingapproximate 16%. The excess of the total purchase price over thefair value of the net assets acquired at closing was allocated togoodwill, and this indefinite lived asset is subject to an annualimpairment review. During the three months ended March 31, 2005, theCompany finalized its purchase accounting adjustments for theacquisition of CAG. (See Notes 2 and 8 to the Unaudited InterimConsolidated Financial Statements).

Successor

Successor—Represents the Company's unauditedconsolidated financial position as of March 31, 2005 and its unauditedconsolidated results of operations and cash flows for the three monthsended 

38

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March 31, 2005 and its consolidated financialposition as of December 31, 2004. These consolidated financialstatements reflect the application of purchase accounting, describedabove, relating to the acquisition of CAG and preliminary purchaseprice accounting relating to the acquisition of Vinamul.

Predecessor

Predecessor—RepresentsCAG's consolidated results of operations and cash flows for thethree months ended March 31, 2004. These consolidated financialstatements relate to periods prior to the acquisition of CAG andpresent CAG's historical basis of accounting without theapplication of purchase accounting.

The results of the Successorare not comparable to the results of the Predecessor due to thedifference in the basis of presentation of purchase accounting ascompared to historical cost.

Celanese Corporation InitialPublic Offering and Concurrent Financings

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

Subsequent to the closing of the initial publicoffering, the Company borrowed an additional $1,135 million under theamended and restated senior credit facilities, a portion of which wasused to repay a $350 million floating rate term loan, which excludes a$4 million early redemption premium, and $200 million of which was usedas the primary financing for the February 2005 acquisition of theVinamul emulsions business. Additionally, the amended and restatedsenior credit facilities include a $242 million delayed draw term loanwhich is expected to be used to finance the proposed acquisition ofAcetex Corporation, a Canadian corporation("Acetex"). (See Notes 6 and 9 to theUnaudited Interim Consolidated Financial Statements). In April and May2005, the Company declared and paid $578 million of the net proceeds toits ultimate parent, Celanese Corporation, through Crystal US Holdings3 L.L.C., in the form of dividends.

Overview

In thefirst quarter of 2005, sales rose 21% to $1,509 million comparedto $1,243 million, in the same period last year, primarily onsignificant higher pricing. Higher volumes, favorable currencymovements and composition changes, of which $66 million was related tothe Vinamul emulsions acquisition, increased net sales. The Companyrecorded lower net earnings of $15 million compared to $78 million forCAG largely due to higher interest expense, which included $78 millionin refinancing related costs (comprising early redemption premiums andaccelerated amortization of deferred financing costs of $55 million and$23 million, respectively), and higher special charges, mainly due to$35 million in expenses for the termination of sponsor monitoringservices. The first quarter of 2005 benefited from higher pricingmainly in Chemical Products, driven by strong demand and higherindustry capacity utilization. The Company also benefited from costsavings resulting from restructuring and productivity improvementprograms as well as lower depreciation and amortization. These benefitswere partially offset by higher raw materials and energy costs.

39

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    FinancialHighlights

|                                                                     |  |                                  |         |                                  |  |            |       |         |  |        |     |         |  |  |
|---------------------------------------------------------------------|--|----------------------------------|---------|----------------------------------|--|------------|-------|---------|--|--------|-----|---------|--|--|
|                                                                |  | Successor                        |         | Predecessor                      |  |       |
|                                                                |  | ThreeMonths Ended March 31, 2005 |         | Three Months EndedMarch 31, 2004 |  | Change in$ |
|                                                                |  | (in $millions)                   |
| **Statement of OperationsData:**                                    |  |
| Netsales                                                            |  |                             | 1,509   |                             |  |       | 1,243 |    |  |   | 266 |    |
| Specialcharges                                                      |  |                             | (38     | )                           |  |       | (28   | )  |  |   | (10 | )  |
| Operatingprofit                                                     |  |                             | 169     |                             |  |       | 52    |    |  |   | 117 |    |
| Earningsfrom continuing operations before tax and minorityinterests |  |                             | 57      |                             |  |       | 72    |    |  |   | (15 | )  |
| Earningsfrom continuingoperations                                   |  |                             | 15      |                             |  |       | 55    |    |  |   | (40 | )  |
| Earningsfrom discontinuedoperations                                 |  |                             | — |                             |  |       | 23    |    |  |   | (23 | )  |
| Netearnings                                                         |  |                             | 15      |                             |  |       | 78    |    |  |   | (63 | )  |
|                                                                     |

|                                                                                             |  |                    |       |                       |  |             |       |        |  |        |      |         |  |  |
|---------------------------------------------------------------------------------------------|--|--------------------|-------|-----------------------|--|-------------|-------|--------|--|--------|------|---------|--|--|
|                                                                                        |  | Successor          |       |
|                                                                                        |  | Asof March 31,2005 |       | As ofDecember 31,2004 |  | Change in $ |
|                                                                                        |  | (in $millions)     |       |                  |
| **Balance SheetData:**                                                                      |  |
| Short-term borrowings and currentinstallments of long-term debt - third party andaffiliates |  |               | 139   |                  |  |        | 144   |   |  |   | (5   | )  |
| Plus:Long-termdebt                                                                          |  |               | 2,949 |                  |  |        | 2,716 |   |  |   | 233  |    |
| Totaldebt                                                                                   |  |               | 3,088 |                  |  |        | 2,860 |   |  |   | 228  |    |
| Less:Cash and cashequivalents                                                               |  |               | 1,510 |                  |  |        | 838   |   |  |   | 672  |    |
| Netdebt                                                                                     |  |               | 1,578 |                  |  |        | 2,022 |   |  |   | (444 | )  |
|                                                                                             |

|                                                                                                 |  |                                |      |                                |  |            |     |         |  |        |        |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------------------------|------|--------------------------------|--|------------|-----|---------|--|--------|--------|---------|--|--|
|                                                                                            |  | Successor                      |      | Predecessor                    |  |
|                                                                                            |  | ThreeMonthsEnded March31, 2005 |      | Three MonthsEndedMarch31, 2004 |  | Change in$ |
|                                                                                            |  | (in $millions)                 |      |                           |
| **OtherData:**                                                                                  |  |
| Depreciation andamortization                                                                    |  |                           | 63   |                           |  |       | 72  |    |  |   | (9     | )  |
| Operatingmargin(1)                                                                              |  |                           | 11.2 | %                         |  |       | 4.2 | %  |  |   |   |    |
| Earningsfrom continuing operations before tax and minority interests as apercentage of netsales |  |                           | 3.8  | %                         |  |       | 5.8 | %  |  |   |   |    |
|                                                                                                 |

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

40

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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 from Continuing Operations Before Tax and MinorityInterests      |  |                             | 57      |                             |  |       | 72      |    |  |   | (15     | )  |
|                                                                                |

41

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

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

FactorsAffecting First Quarter 2005 Segment Sales Compared to First Quarter2004

|                         |  |        |    |          |  |          |         |         |  |        |         |         |  |        |         |         |  |        |    |         |  |  |
|-------------------------|--|--------|----|----------|--|----------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----|---------|--|--|
| inpercent               |  | Volume |    | Price    |  | Currency |         | Other   |  | 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 | %  |
|                         |

42

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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     | )  |  |   | — |    |
| Earningsfrom 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 increased28% to $1,044 million compared to the same period last yearmainly on higher pricing, segment composition changes, of which $66million was related to the Vinamul emulsions acquisition, and favorablecurrency effects. Pricing increased for most products, driven bycontinued strong demand and high utilization rates across the chemicalindustry.

Earnings from continuing operations before tax andminority interests increased to $193 million from $64 million in thesame period last year as higher pricing was partially offset by higherraw material costs. Earnings also benefited from an increase of $9million in dividends from our methanol cost investment, which totaled$12 million in the quarter.

43

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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     | )  |  |   | — |    |
| Earningsfrom 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.

44

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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     | )  |
| Earningsfrom 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 highervolumes and pricing. Flake volumes increased mainly as a result ofdemand from Company ventures in China that recently completed towcapacity expansions. 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.

45

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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                                                      |  |                           | — |                           |  |       | — |    |  |   | — |   |
| Earningsfrom 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 segmentincreased by 7% to $47 million compared to the same period lastyear mainly 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 ThreeMonths Ended March 31, 2004

Net sales for Other Activitiesincreased slightly to $12 million from $11 million in the same quarterlast year. Loss from continuing operations before tax and minorityinterests increased to $219 million from a loss of $57 million in thesame period last year, largely due to $133 million of higher interestexpense due to refinancing costs, increased debt levels, and higherinterest rates. The loss includes $45 million of expenses for sponsormonitoring and related cancellation fees compared to special charges of$25 million in the same period last year for advisory services relatedto the tender offer of CAG.

46

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

Net Sales

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

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

Gross Profit Margin

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

Selling, General andAdministrative Expenses

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

Special Charges

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

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

OperatingProfit

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

47

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Equity in Net Earnings of Affiliates

Equity in net earnings of affiliates rose by $3 million to $15million for the three months ended March 31, 2005, compared to the sameperiod last year. Cash distributions received from equity affiliatesincreased to $36 million for the three months ended March 31, 2005,compared to $16 million in the same period of 2004. The increase incash distributions is mainly due to strong business conditions in 2004for Ticona's high performance product ventures and ChemicalProducts' methanol venture and the timing of dividendpayments.

Interest Expense

Interest expense increasedto $140 million for the three months ended March 31, 2005 from $6million in the same period last year, primarily due to expenses of $78million including early redemption premiums and deferred finance costsassociated with the refinancing that occurred in the first quarter of2005. Higher debt levels resulting primarily from the acquisition ofCAG and higher interest rates also increased interest expense.

Interest Income

For the three months ended March 31, 2005,interest income increased by $5 million to $10 million compared to thesame period in the prior year, primarily due to higher average cashlevels.

Other Income (Expense), Net

Other income(expense), net decreased to $3 million of income for the three monthsended March 31, 2005, compared to $9 million for the comparable periodlast year. This decrease is primarily due to expenses associated withthe guaranteed payment to CAG minority shareholders and the ineffectiveportion of a net investment hedge. These decreases were partiallyoffset by higher dividends from cost investments. Dividend incomeaccounted for under the cost method increased by $8 million to $14million for the three months ended March 31, 2005, compared to the sameperiod in 2004. The increase in the first quarter of 2005 primarilyresulted from the timing of receipt of dividends.

IncomeTaxes

Income taxes for the three months ended March 31, 2005 and2004, are recorded based on the estimated annual effective tax rate. Asof March 31, 2005, the estimated annualized tax rate for 2005 is29%, which is slightly 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. The Predecessor had an effective tax rate of 24%for the three months ended March 31, 2004, compared to the Germanstatutory rate of 40%, which was primarily affected by earningsin low tax jurisdictions.

Earnings from DiscontinuedOperations

Earnings from discontinued operations was $0 millionfor the three months ended March 31, 2005 compared to $23million from the comparable period last year. Earnings in 2004reflected a gain and tax benefit recognized in 2004 associated with thesale of the acrylates business. The tax benefit is mainly attributableto the utilization of a capital loss carryover benefit that had beenpreviously subject to a valuation allowance.

For the threemonths ended March 31, 2004, the Chemical Products segment had netsales of $21 million and an operating loss of $5 million.

NetEarnings

As a result of the factors mentioned above, netearnings decreased by $63 million to a net earnings of $15 million inthe three months ended March 31, 2005, compared to the same period lastyear.

48

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Liquidity and CapitalResources

Cash Flows

NetCash Provided by/(Used in) Operating Activities

Cash flow fromoperating activities increased to a cash inflow of $32 million for thethree months ended March 31, 2005 compared to a cash outflow of $107million for the same period last year. This increase primarily resultedfrom the contribution of higher operating profit in 2005, the paymentof a $95 million obligation to a third party in 2004, a decrease inpayments associated with stock appreciation rights of $47 million,recoveries from an insurance provider related to the plumbing cases of$44 million in 2005, a decrease in pension contributions of $31 millionand an increase in dividends received from cost and equity investmentsof $28 million. These increases were partially offset by higherinterest payments and contributions to the non-qualified pensionplan's rabbi trusts of $63 million in 2005.

NetCash Provided by/(Used in) Investing Activities

Net cash frominvesting activities decreased to a cash outflow of $105 million in thethree months ended March 31, 2005 compared to a cash inflow of $96million for the same period last year. The increased cash outflowprimarily resulted from the acquisition of the Vinamul emulsionsbusiness of $208 million and a decrease in net proceeds from disposalof discontinued operations of $64 million. These items were partiallyoffset by an increase in cash inflows related to net sales ofmarketable securities of $77 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.

Net Cash Providedby/(Used in) Financing Activities

Net cash from financingactivities increased to a cash inflow of $767 million for the threemonths ended March 31, 2005 compared to a cash outflow of $43 millionin the same period last year. The increased cash inflow primarilyreflects borrowings under the term loan facility of $1,135 million anda contribution from Celanese Corporation of $572 million. A portion ofthe additional borrowings was used to redeem $521 million of our seniorsubordinated notes, and to pay a related early redemption premium of$51 million. We also repaid a $350 million floating rate term loan andpaid a related $4 million early redemption premium.

Liquidity

Our contractual obligations, commitmentsand debt service requirements over the next several years aresignificant and are substantially higher than historical amounts. Ourprimary source of liquidity will continue to be cash generated fromoperations as well as existing cash on hand. We believe we will haveavailable resources to meet both our short-term and long-term liquidityrequirements, including debt service. If our cash flow from operationsis insufficient to fund our debt service and other obligations, we maybe forced to use other means available to us such as to increase ourborrowings under our lines of credit, reduce or delay capitalexpenditures, seek additional capital or seek to restructure orrefinance our indebtedness.

In January 2005, CelaneseCorporation completed an initial public offering of Series A commonstock and received net proceeds of $752 million after deductingunderwriters' discounts and offering expenses of $48 million.Concurrently, Celanese Corporation received net proceeds of $233million from the offering of its convertible preferred stock and theCompany borrowed an additional $1,135 million under the amended andrestated senior credit facilities. A portion of the proceeds of theshare offerings were used to redeem $188 million of senior discountnotes held by Crystal US Holdings 3 

49

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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 April and May 2005,the Company distributed $578 million of the net proceeds of the amendedand restated senior credit facilities to Celanese Corporation in theform of dividends.

As of March 31, 2005, the Company had totaldebt of $2,949 million and cash and cash equivalents of $1,510 million.Net debt (total debt less cash and cash equivalents) temporarilydecreased to $1,578 million from $2,022 million as of December 31,2004, as cash was unusually high before the payment of the $578 millionin dividends to Celanese Corporation. In February 2005, the Companypurchased the Vinamul business for $208 million. We may use theavailable sources of liquidity to purchase the remaining outstandingshares of Celanese AG.

The Company is in compliance with all ofits covenant agreements as of March 31, 2005.

ContractualObligations.    The following table sets forth our fixedcontractual debt obligations as of March 31,2005:

|                                                    |  |                |       |               |  |           |         |            |  |                   |         |        |  |        |         |        |  |        |       |        |  |  |
|----------------------------------------------------|--|----------------|-------|---------------|--|-----------|---------|------------|--|-------------------|---------|--------|--|--------|---------|--------|--|--------|-------|--------|--|--|
| FixedContractual DebtObligations(1)                |  | Total          |       | Remaining2005 |  | 2006-2007 |         | 2008- 2009 |  | 2010andthereafter |
|                                               |  | (in$ millions) |
| Senior Credit Facilities— Term LoansFacility |  |           | 1,750 |          |  |      | 13      |       |  |              | 34      |   |  |   | 34      |   |  |   | 1,669 |   |
| SeniorSubordinatedNotes(2)                         |  |           | 965   |          |  |      | — |       |  |              | — |   |  |   | — |   |  |   | 965   |   |
| OtherDebt(3)                                       |  |           | 369   |          |  |      | 123     |       |  |              | 13      |   |  |   | 45      |   |  |   | 188   |   |
| TotalFixed Contractual DebtObligations             |  |           | 3,084 |          |  |      | 136     |       |  |              | 47      |   |  |   | 79      |   |  |   | 2,822 |   |
|                                                    |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------|
| (1) | Excludesthe following: $242 million of delayed draw term loans, which will beused to finance the proposed Acetex acquisition. |

|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (2) | Does not include $4 million of premium on the $225million of the senior subordinated notes issued July 1, 2004. |

|     |                                                            |
|-----|------------------------------------------------------------|
| (3) | Does not include $2 million purchase accountingadjustment. |

Senior Credit Facilities.    As ofMarch 31, 2005, the senior credit facilities of $2,820 million consistof a term loan facility (including the delayed draw facility of $242million), a revolving credit facility, and a credit-linked revolvingfacility.

Subsequent to the consummation of the initial publicoffering of Celanese Corporation in January 2005, we entered intoamended and restated senior credit facilities. The terms of the amendedand restated senior credit facilities are substantially similar to theterms of our immediately previous senior credit facilities. Under theamended and restated facilities, the term loan facility increased to$1,750 million (including €275 million), which matures in2011. In addition, there is a $242 million delayed draw facility whichwhen drawn will be added to the existing term loan facility. Thisdelayed draw facility can only be used to finance the proposedacquisition of Acetex or to purchase the remaining outstanding CAGshares. We expect to use this delayed draw facility to finance theproposed acquisition of Acetex.

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

InJanuary 2005, the revolving credit facility was increased from $380million to $600 million under the amended and restated senior creditfacilities. The $228 million credit-linked revolving facility, whichmatures in 2009, includes borrowing capacity available for letters ofcredit. As of March 31, 2005, there were $214 million of letters ofcredit issued under the credit-linked revolving facility. As of March31, 2005, $614 million remained available for borrowing under therevolving credit 

50

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facilities (taking into account letters ofcredit issued under the credit-linked revolving facility). As of March31, 2005, there were no amounts outstanding under the revolving creditfacility, which matures in 2009.

Senior SubordinatedNotes.    In February 2005, we used approximately $521 million ofthe net proceeds of the offering of our Series A common stock to redeema portion of the senior subordinated notes and $51 million to pay thepremium associated with the early redemption. As of March  31,2005, the senior subordinated notes, excluding $4 million of premiums,consist of $796 million of 9 5/8% SeniorSubordinated Notes due 2014 and €130 million of10 3/8% Senior Subordinated Notes due 2014. Allof BCP Crystal's U.S. domestic, wholly owned subsidiaries thatguarantee BCP Crystal's obligations under the senior creditfacilities guarantee the senior subordinated notes on an unsecuredsenior subordinated basis.

Other Debt.    Other debt of$371 million, which includes 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 estimates 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.

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; |

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|              |                                                                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the length anddepth of product and industry business cycles particularly in theautomotive, electrical, electronics and construction industries; |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Many of these factors are macroeconomic in nature and are,therefore, beyond our control. Should one or more of these risks oruncertainties materialize, or should underlying assumptions proveincorrect, our actual results, performance or achievements may varymaterially from those 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 isomitted pursuant to General Instruction (H)(2)(c) to Form 10-Q(Omission of Information by Certain Wholly OwnedSubsidiaries).

Item 4.    Controls andProcedures

On March 30, 2005, we received a letter fromKPMG LLP ("KPMG"), our independent auditors,in connection with the audit of our financial statements as of and forthe nine months ended December 31, 2004, which identified two materialweaknesses in our internal controls for the same period, both of whichcontinued during the period covered by this Quarterly Report. The first

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material weakness related to severaldeficiencies in the assessment of hedge effectiveness anddocumentation. The required adjustments were made in the properaccounting period, and we do not believe they had any material impacton previously reported financial information. The second materialweakness related to conditions preventing our ability to adequatelyresearch, document, review and draw conclusions on accounting andreporting matters, which had previously resulted in adjustments thathad to be recorded to prevent our financial statements from beingmaterially misleading. The conditions largely related to significantincreases in the frequency of, and the limited amount of time andtechnical accounting resources available to address, complex accountingmatters and transactions and as a result of the consummation ofsimultaneous debt and equity offerings during the year-end closingprocess. In response to the letter from KPMG, during the period coveredby this Quarterly Report, we organized a team responsible for theidentification and documentation of potential derivative accountingtransactions and commenced formal training for team membersspecifically related to derivative accounting. We also endeavored toensure that adequate time was made available for company personnel toadequately research, document, review and conclude on accounting andreporting matters. Despite our efforts, conditions relating to thematerial weaknesses identified above continued during the periodcovered by this Quarterly Report. We are continuing our efforts toimplement these initiatives, which have materially affected and arereasonably likely to affect materially our internal controls overfinancial reporting.

Celanese Holdings, under the supervisionand with the participation of Celanese Holdings' management,including the chief 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 March  31, 2005. Disclosure controlsand procedures are defined as controls and other procedures of anissuer 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, Celanese Holdings' CEO and CFO concluded that, as ofMarch  31, 2005, the end of the period covered by this QuarterlyReport, Celanese Holdings' disclosure controls and procedureswere not effective for gathering, analyzing and disclosing the materialinformation Celanese Holdings is required to disclose in the reports itfiles under the 34 Act, within the time periods specified in the rulesand forms of the SEC. Except as discussed above, there have been nochanges in Celanese Holdings' "internal controlsover financial reporting" (as defined in Rule 13a-15(f)under the 34 Act) during the period covered by this Quarterly Reportthat have materially affected or are reasonably likely to materiallyaffect, 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, occurred during the first quarter of 2005,except as set forth below. For a summary of the history and currentstatus of these matters, see Note 12 to the Unaudited InterimConsolidated Financial Statements.

In February 2005, CNAHoldings reached a settlement agreement through mediation with aninsurer, 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 received during the three months ended March 31,2005.

Sorbates Antitrust Actions

No materialdevelopments regarding this matter, previously reported in the AnnualReport on Form 10-K for the year ended December 31, 2004, occurredduring the first quarter of 2005. For a summary of the history andcurrent status of these matters, see Note 12 to the Unaudited InterimConsolidated Financial Statements.

Acetic Acid PatentInfringement Matters

No material developments regarding thismatter, previously reported in the Annual Report on Form 10-K for theyear ended December 31, 2004, occurred during the first quarter of2005. For a summary of the history and current status of this matter,see Note 12 to the Unaudited Interim Consolidated FinancialStatements.

Shareholder Litigation

CAG is a defendantin the following nine consolidated actions brought by minorityshareholders during August 2004 in the Frankfurt District Court(Landgericht):

|              |                     |
|--------------|---------------------|
| •  | Mayer v.Celanese AG |

|              |                       |
|--------------|-----------------------|
| •  | Knoesel v. CelaneseAG |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | Allerthal Werke AG andDipl.-Hdl. Christa Götz v. Celanese AG |

|              |                                        |
|--------------|----------------------------------------|
| •  | Carthago Value Invest AG v.Celanese AG |

|              |                                         |
|--------------|-----------------------------------------|
| •  | Prof. Dr. EkkehardWenger v. Celanese AG |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | Jens-UwePenquitt & Claus Deiniger Vermögensverwaltung GbR v. CelaneseAG |

|              |                                  |
|--------------|----------------------------------|
| •  | Dr. Leonhard Knoll v.Celanese AG |

|              |                                                                           |
|--------------|---------------------------------------------------------------------------|
| •  | B.E.M.Börseninformations- und Effektenmanagement GmbH v. Celanese AG |

|              |                                     |
|--------------|-------------------------------------|
| •  | Protagon Capital GmbH v. CelaneseAG |

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Further, several minority shareholdershave joined the proceedings via a third party intervention in supportof the plaintiffs. The Purchaser has joined the proceedings via a thirdparty intervention in support of CAG. On September 8, 2004, theFrankfurt District Court consolidated the nine actions.

Amongother things, these actions request the court to set aside shareholderresolutions passed at the extraordinary general meeting held on July 30and 31, 2004 based on allegations that include the alleged violation ofprocedural requirements and information rights of the shareholders.

Further, on August 2, 2004, two minority shareholders institutedpublic register proceedings with the Königstein local court(Amtsgericht) and the Frankfurt district court, both with a viewto have the registration of the Domination Agreement in the CommercialRegister deleted (Amtslöschungsverfahren). These actionsare based on an alleged violation of procedural requirements at theextraordinary general meeting, an alleged undercapitalization of thePurchaser and Blackstone and an alleged misuse of discretion by thecompetent court with respect to the registration of the DominationAgreement in the Commercial Register. In April 2005, the court ofappeals rejected the demand by one shareholder for injunctive relief,and the claimants must pursue their claims through ordinary courtproceedings.

Based upon information available as of the date ofthis document, the outcome of the foregoing proceedings cannot bepredicted with certainty. Except for certain challenges on limitedgrounds, the time period to bring forward challenges has expired.

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

In February 2005, a minority shareholder also broughta lawsuit against the Purchaser, as well as a former member ofCAG's board of management and a former member of CAG'ssupervisory board, in the Frankfurt District Court. Among other things,this action seeks to unwind the tender of the plaintiff's sharesin the Tender Offer and seeks compensation for damages suffered as aconsequence of tendering shares in the Tender Offer.

Based uponthe information as available, the outcome of the foregoing proceedingscannot be predicted with certainty.

Other Matters

As ofthe latest practical date, Celanese Ltd. and/or CNA Holdings, Inc.,both our U.S. subsidiaries, are defendants in approximately 850asbestos cases. Because many of these cases involve numerousplaintiffs, we are subject to claims significantly in excess of thenumber of actual cases. We have reserves for defense costs related toclaims arising from these matters. We believe we do not have anysignificant exposure in these matters.

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Item 2.    Unregistered Salesof Equity Securities and Use of Proceeds

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

Item 3.    Defaults Upon SeniorSecurities

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

Item4.    Submission of Matters to a Vote of Security Holders

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

Item 5.    OtherInformation

None.

Item6.    Exhibits

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |  |  |
|---------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.1           |  | Certificateof Formation of Registrant (incorporated by reference to Exhibit 3.3 tothe Form S-4 filed with the SEC on February 7, 2005 (the"FormS-4"))                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.2           |  | Limited LiabilityCompany Agreement of Registrant (incorporated by reference to Exhibit3.4 to the Form S-4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.1           |  | Indenture, dated asof June 8, 2004, among BCP Caylux Holdings Luxembourg S.C.A., BCPCrystal Holdings Ltd. 2 and The Bank of New York, as trustee(incorporated by reference to Exhibit 10.15 to the RegistrationStatement on Form S-1 of Celanese Corporation filed with the SEC onNovember 3, 2004 (the "FormS-1"))                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.2           |  | Registration RightsAgreement, dated as of June 3, 2004, among BCP Caylux HoldingsLuxembourg S.C.A., BCP Crystal Holdings Ltd 2, Morgan Stanley & Co.Incorporated, Deutsche Bank Securities Inc. and Banc of AmericaSecurities LLC as representatives of the initial purchasers(incorporated by reference to Exhibit 4.2 to the FormS-4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.3           |  | Registration Rights Agreement,dated as of July 1, 2004, among BCP Caylux Holdings Luxembourg S.C.A.,BCP Crystal Holdings Ltd. 2, Morgan Stanley & Co. Incorporated andBanc of America Securities LLC (incorporated by reference to Exhibit4.3 to the Form S-4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.4           |  | SupplementalIndenture, dated as of October 5, 2004, among BCP Crystal US HoldingsCorp., BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd.2 and The Bank of New York, as trustee (incorporated by reference tothe Exhibit 10.16 to FormS-1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.5           |  | Supplemental Indenture, dated as ofOctober 5, 2004, among BCP Crystal US Holdings Corp., the NewGuarantors and The Bank of New York, as trustee (incorporated byreference to Exhibit 10.17 to the FormS-1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1          |  | Amended and Restated CreditAgreement dated as of January 26, 2005 among BCP Crystal US HoldingsCorp., Celanese Holdings LLC, Celanese Americas Corporation, certainother subsidiaries from time to time party thereto as a borrower, thelenders party thereto, Deutsche Bank AG, New York Branch, asadministrative agent and collateral agent, Deutsche Bank SecuritiesInc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers,Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc. andBanc of America Securities LLC, as joint book runners, Morgan StanleySenior Funding, Inc., as syndication agent, and Bank of America, N.A.,as documentation agent (incorporated by reference to Exhibit 10.1 tothe Registrant's Current Report on Form 8-K (File No. 001-32410)filed with the SEC on February 1,2005) |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|               |

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|               |  |                                                                                                                   |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                       |
| 31.2          |  | Certification of ChiefFinancial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of2002 (filed herewith) |
| 32.1          |  | Certification ofChief Executive Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002 (filedherewith)  |
| 32.2          |  | Certification of ChiefFinancial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of2002 (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:   David N. WeidmanTitle:   President and ChiefExecutive OfficerDate:   May 16,2005                                                                                                                                                                                   |
|   |  | By:                     |  | /s/   Corliss J.Nelson                                             |
|   |  |                    |  | Name:    CorlissJ. NelsonTitle:   Vice President and Chief  Financial Officer  (Principal Financialand Accounting  Officer)Date:   May16, 2005                                                                                          |
|        |

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