##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2006oro

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

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

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

75234-6034(Address of Principal Executive
    Offices)

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




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##### 



CELANESE
    HOLDINGS LLC
  Form 10-Q
 For the Quarterly Period Ended September 30, 2006
  TABLE OF CONTENTS
  PagePart I  Financial
    InformationItem 1.

Financial Statementsa)

Unaudited
    Consolidated Statements of Operations for the three months ended
    September 30, 2006 and 2005 and the nine months ended
    September 30, 2006 and 2005


2b)

Unaudited
    Consolidated Balance Sheets as of September 30, 2006 and
    December 31, 2005


3c)

Unaudited
    Consolidated Statement of Shareholders Equity for the nine
    months ended September 30, 2006


4d)

Unaudited
    Consolidated Statements of Cash Flows for the nine months ended
    September 30, 2006 and 2005


5e)

Notes to the
    Unaudited Interim Consolidated Financial Statements


6Item 2.

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


41Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


57Item 4.

Controls and
    Procedures


57Part II  
    Other InformationItem 1.

Legal
    Proceedings


59Item 1A.

Risk
    Factors


60Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


61Item 3.

Defaults Upon
    Senior Securities


61Item 4.

Submission of
    Matters to a Vote of Security Holders


61Item 5.

Other
    Information


61Item 6.

Exhibits


61Signatures


63CertificationsEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In $ millions, except for share and per share data)Net sales


1,685



1,526



5,000



4,493Cost of sales


(1,318
)


(1,240
)


(3,916
)


(3,491
)Gross profit


367



286



1,084



1,002Selling, general and
    administrative expenses


(146
)


(143
)


(446
)


(432
)Research and development expenses


(16
)


(22
)


(52
)


(68
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases










3



4Restructuring, impairment and
    other (charges) gains, net






(24
)


(15
)


(93
)Foreign exchange loss, net


(2
)


(2
)


(3
)


Gain (loss) on disposition of
    assets, net


(2
)


1



(3
)


(1
)Operating profit


201



96



568



412Equity in net earnings of
    affiliates


20



21



59



48Interest expense


(64
)


(62
)


(188
)


(261
)Interest income


9



7



26



25Other income, net


24



27



62



48Earnings from continuing
    operations before tax and minority interests


190



89



527



272Income tax provision


(75
)


(27
)


(170
)


(85
)Earnings from continuing
    operations before minority interests


115



62



357



187Minority interests


(2
)


(3
)


(3
)


(41
)Earnings from continuing operations


113



59



354



146Earnings (loss) from operation of
    discontinued operations


2



(2
)


1



6Net earnings


115



57



355



152    2




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
 UNAUDITED CONSOLIDATED BALANCE SHEETS  As of


As ofSeptember 30,


December 31,2006


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


513



389Restricted cash


44



Receivables:Trade receivables, net


987



919Other receivables


565



486Inventories


639



650Deferred income taxes


37



37Other assets


68



91Total current assets


2,853



2,572Investments


787



775Property, plant and equipment, net
    of accumulated depreciation of $582 million and
    $444 million as of September 30, 2006 and
    December 31, 2005, respectively


2,085



2,036Deferred income taxes


73



139Other assets


476



489Goodwill


876



949Intangible assets, net


469



481Total assets


7,619



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


205



155Trade payables  third
    party and affiliates


741



811Other current liabilities


727



787Deferred income taxes


27



36Income taxes payable


248



224Total current liabilities


1,948



2,013Long-term debt


2,835



2,903Deferred income taxes


300



285Benefit obligations


1,070



1,126Other liabilities


448



440Minority interests


70



64Commitments and contingenciesShareholders equity:Common stock, one share issued and
    outstanding as of September 30, 2006 and December 31,
    2005






Additional paid-in capital


825



807Retained earnings


486



156Loan to shareholder


(227
)


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


(136
)


(126
)Total shareholders equity


948



610Total liabilities and
    shareholders equity


7,619



7,441    3




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
 UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS
    EQUITY  AccumulatedOtherAdditional





Comprehensive





TotalCommon


Paid-In


Retained


Income (Loss),


Loan to


ShareholdersStock


Capital


Earnings


Net


Shareholder


Equity(In $ millions, except share amounts)Balance at December 31, 2005






807



156



(126
)


(227
)


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










355











355Other comprehensive income (loss):Unrealized gain on securities














6







6Unrealized gain on derivative
    contracts














1







1Additional minimum pension
    liability














15







15Foreign currency translation














(32
)






(32
)Other comprehensive income (loss)














(10
)






(10
)Comprehensive income






















345Indemnification of demerger
    liability






3















3Distribution to Parent










(25
)










(25
)Stock-based compensation






15















15Balance at September 30, 2006






825



486



(136
)


(227
)


948    4




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2006


September 30, 2005(In $ millions)Operating activities:Net earnings


355



152Adjustments to reconcile net
    earnings to net cash provided by (used in) operating activities:Other (charges) gains, net of
    amounts used


(34
)


10Stock-based compensation


15



Depreciation


153



153Amortization of intangibles and
    other assets


60



47Amortization of deferred financing
    fees


8



33Premium paid on early redemption of
    debt






55Guaranteed annual payment


(4
)


Change in equity of affiliates


(7
)


12Deferred income taxes


102



(9
)Loss on disposition of assets, net


1



1Minority interests


3



41Operating cash provided by
    discontinued operations


5



32Changes in operating assets and
    liabilities:Trade receivables, net


(37
)


(34
)Other receivables


(52
)


53Prepaid expenses


13



(15
)Inventories


18



40Trade payables  third
    party and affiliates


(88
)


(66
)Benefit obligations


(51
)


33Other liabilities


(63
)


(34
)Income taxes payable


17



25Other, net


1



(25
)Net cash provided by operating
    activities


415



504Investing activities:Capital expenditures on property,
    plant and equipment


(176
)


(132
)Acquisition of CAG, net of cash
    acquired






(397
)Fees associated with acquisitions






(27
)Acquisition of Vinamul, net of cash
    reimbursed






(208
)Acquisition of Acetex, net of cash
    acquired






(216
)Proceeds from sale of assets


11



40Advances to (from) affiliates, net


(6
)


8Net proceeds from disposal of
    discontinued operations






75Proceeds from sale of marketable
    securities


78



179Purchases of marketable securities


(56
)


(105
)Increase in restricted cash


(42
)


Other, net


(2
)


5Net cash used in investing
    activities


(193
)


(778
)Financing activities:Distribution to parent


(25
)


(590
)Contribution from parent, net






572Redemption of senior subordinated
    notes, including related premium






(572
)Repayment of floating rate term
    loan, including related premium






(354
)Borrowings under term loan facility






1,135Redemption of Acetex bonds






(280
)Short-term borrowings (repayments),
    net


12



18Proceeds from long-term debt


25



22Payments of long-term debt


(120
)


(14
)Fees associated with financings






(7
)Net cash used in financing
    activities


(108
)


(70
)Exchange rate effects on cash and
    cash equivalents


10



(94
)Net increase (decrease) in cash and
    cash equivalents


124



(438
)Cash and cash equivalents at
    beginning of period


389



838Cash and cash equivalents at end of
    period


513



400    5




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Description
    of the Company and Basis of Presentation  Description
    of the Company
    Basis
    of Presentation
  Form 10-Q,
      Form 10-K.
    Estimates
    and Assumptions
   6




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Cash
    Reclassifications
    2.
    Acquisition
    of Celanese AG    Acquisition
    of Additional CAG Shares
     7




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pro
    Forma Information
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2005


2005(In $ millions)Net sales


1,526



4,493Operating profit


101



414Net earnings


66



193       Squeeze-Out
     8




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Domination
    Agreement and Organizational Restructuring  Domination
    Agreement
         9




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##### Table of Contents



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




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Organizational
    Restructuring
        4.
    Initial
    Public Offering and Concurrent Financings  wholly-owned
      5.
    New
    Accounting Pronouncements  Inventory Costs, an amendment of ARB No. 43,
    Chapter 4
 11




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Stock-Based Compensation Share Based Payment Accounting for Stock Issued to
    Employees
  Exchanges of Nonmonetary Assets, an amendment of APB Opinion
    No. 29, Accounting for Nonmonetary Transactions
  Accounting for Certain Hybrid Financial Instruments
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
 12




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  An Amendment of FASB
    Statements No. 87, 88, 106 and 132(R)
  Financial Statements  Considering
    the Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements beginning-of-year
  6. Acquisitions,
    Ventures and Divestitures
  Acquisitions
     13




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##### Table of Contents



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


54Inventories


80Property, plant, and equipment


263Goodwill


174Intangible assets


76Debt


(316
)Pensions liabilities


(28
)Other current assets/liabilities


(17
)Net assets acquired


286   Ventures
        Divestitures
   14




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K .
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In $ millions)Net sales






10



12



71Cost of sales


(2
)


(12
)


(14
)


(64
)Gross profit (loss)


(2
)


(2
)


(2
)


7Operating profit (loss)


(2
)


(3
)


(3
)


4Gain on disposal of discontinued
    operations


3







4



Tax benefit from operation of
    discontinued operations


1



1







2Earnings (loss) from discontinued
    operations


2



(2
)


1



6   Assets
    Held for Sale
    7.
    Receivables,
    net  As of


As ofSeptember 30,


December 31,2006


2005(In $ millions)Trade receivables


1,002



935Allowance for doubtful accounts


(15
)


(16
)Subtotal


987



919Reinsurance receivables


148



117Other


417



369Net receivables


1,552



1,405  15




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Inventories  As of


As ofSeptember 30,


December 31,2006


2005(In $ millions)Finished goods


480



504Work-in-process


33



27Raw materials and supplies


126



119Total inventories


639



650   9.
    Goodwill
    and Intangible Assets  Goodwill
  Chemical


Acetate





PerformanceProducts


Products


Ticona


Products


Other


Total(In $ millions)As of December 31, 2005


380



188



285



79



17



949Acquisition of Acetex


13















(5
)


8Acquisition of CAG (1)


(19
)


(16
)


(15
)


(2
)






(52
)Exchange rate changes


(15
)


2



(16
)


3



(3
)


(29
)As of September 30, 2006


359



174



254



80



9



876     (1)
    
    The adjustments recorded during the nine months ended
    September 30, 2006 consist primarily of reversals of
    certain pre-acquisition tax valuation allowances.    Other
    Intangible Assets
  As of


As ofSeptember 30,


December 31,2006


2005(In $ millions)Trademarks and tradenames


81



73Customer related intangible assets


515



474Developed technology


12



12Covenants not to compete


11



11Total intangible assets, gross


619



570Less: accumulated amortization


(150
)


(89
)Total intangible assets, net


469



481    16




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##### Table of Contents



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


As ofSeptember 30,


December 31,2006


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


29



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


176



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


205



155Long-term
    debtSenior Credit Facilities: Term
    Loan facility


1,613



1,708Senior Subordinated
    Notes 9.625%, due 2014


799



800Senior Subordinated
    Notes 10.375%, due 2014


165



153Term notes 7.125%, due 2009


14



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


191



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


27



28Other borrowings


55



29Subtotal


2,864



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


29



20Total long-term debt


2,835



2,903          17




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    expense
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In $ millions)Amortization of deferred financing
    costs on early redemption and prepayment of debt


1







1



23Premium paid on early redemption
    of debt














55Interest expense


63



62



187



183Total interest expense


64



62



188



261   11.
    Other
    Current Liabilities  As of


As ofSeptember 30,


December 31,2006


2005(In $ millions)Salaries and benefits


182



159Environmental


26



25Restructuring


42



45Insurance


98



141Sorbates litigation


141



129Other


238



288Total other current liabilities


727



787   12.
    Benefit
    Obligations    Pension Benefits


Postretirement BenefitsThree Months Ended


Three Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In $ millions)Components of net periodic
    benefit costService cost


10



11







1Interest cost


46



46



6



6Expected return on plan assets


(52
)


(51
)






Recognized actuarial loss














Special termination
    (benefit)/charge






1







Curtailment (gain)/loss






2







Net periodic benefit cost


4



9



6



7   18




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##### Table of Contents



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


Postretirement BenefitsNine Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In $ millions)Components of net periodic
    benefit costService cost


30



31



1



2Interest cost


137



136



16



18Expected return on plan assets


(155
)


(149
)






Recognized actuarial loss


1











Settlement loss














Special termination charge






1







Curtailment (gain)/loss


1



2



(1
)


(1
)Net periodic benefit cost


14



21



16



19           13.
    Shareholders
    Equity    Accumulated
    Other Comprehensive Income (Loss)
    14.
    Commitments
    and Contingencies   19




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-K
  Plumbing
    Actions
      Sorbates
    Antitrust Actions
     20




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shareholder
    Litigation
      Guarantees
  and/or
      Demerger
    Obligations
    
    The Company agreed to indemnify Hoechst for environmental
    liabilities associated with contamination arising under 19
    divestiture agreements entered into by Hoechst prior to the
    demerger, two of which have been settled.    
    The Company will indemnify Hoechst against those liabilities up
    to 250 million;
    Hoechst will bear those liabilities exceeding
    250 million, however the Company will reimburse
    Hoechst for one-third of those liabilities for amounts that
    exceed 750 million in the aggregate.       21




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Divestiture
    Obligations
    and/or
    Plumbing
    Insurance Indemnifications
  ® and/or
      Plumbing Actions
  Polyester
    Staple Antitrust Litigation
  In re
    Polyester Staple Antitrust Litigation
 22




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
    Obligations
  
    The Company is secondarily liable under a lease agreement
    pursuant to which the Company has assigned a direct obligation
    to a third party. The lease assumed by the third party expires
    on April 30, 2012. The lease liability for the period from
    October 1, 2006 to April 30, 2012 is estimated to be
    approximately $43 million.
    The Company has agreed to indemnify various insurance carriers,
    for amounts not in excess of the settlements received, from
    claims made against these carriers subsequent to the settlement.
    The aggregate amount of guarantees under these settlements is
    approximately $10 million, which is unlimited in term.    Other
    Matters
       23




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      15.  Other
    (Charges) Gains, net
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In $ millions)Employee termination benefits






(9
)


(11
)


(18
)Plant/office closures






(1
)






(2
)Total restructuring






(10
)


(11
)


(20
)Environmental related plant
    closures






(12
)






(12
)Asset impairments






(1
)






(25
)Insurance recoveries associated
    with plumbing cases










3



4Other






(1
)


(4
)


(36
)Total other (charges) gains, net






(24
)


(12
)


(89
)      24




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##### Table of Contents



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


Plant/OfficeBenefits


Closures


Total(In $ millions)Restructuring reserve at
    December 31, 2005


51



14



65Restructuring additions


11







11Cash uses


(31
)


(5
)


(36
)Currency translation adjustments


2







2Restructuring reserve at
    September 30, 2006


33



9



42   16.
    Stock-based
    and Other Management Compensation Plans      Deferred
    compensation
    Long-term
    incentive plan
   25




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-based
    compensation
          Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Risk free interest rate


4.6
%


4.0
%


5.1
%


4.0
%Estimated life in years


6.9



7.8



7.3



7.5Dividend yield


0.88
%


0.96
%


0.81
%


0.77
%Volatility


30.6
%


27.4
%


31.4
%


26.2
%Expected annual forfeiture rate


5.6
%


0.5
%


5.6
%


0.5
%    26




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nine Months Ended September 30, 2006Weighted-Weighted-


Average


AggregateNumber of


Average


Remaining


IntrinsicOptions


Grant


Contractual


Value(In millions)


Price in $


Term


(In $ millions)Outstanding at beginning of period


12



16.15Granted


2



20.88Exercised






17.34Forfeited


(1
)


16.16Outstanding at end of period


13



16.80



7.2



19Exercisable and expected to
    exercise in the future at September 30, 2006


8



16.91



7.2



12Options exercisable at end of
    period


5



16.07



6.2



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


Nine MonthsEnded


EndedSeptember 30, 2005


September 30, 2005Net


NetEarnings


Earnings(In $ millions, except per share information)Net earnings as reported


57



152Add: stock-based employee
    compensation expense included in reported net earnings, net of
    the related tax effects


1



1Less: stock-based compensation
    under SFAS No. 123, net of the related tax effects


(2
)


(6
)Pro forma net earnings


56



147   17.
    Income
    Taxes   27




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       28




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Business
    Segments  Chemical





Acetate


Performance


Total


OtherProducts


Ticona


Products


Products


Segments


Activities


Eliminations


Consolidated(In $ millions)As of and for the three months
    ended September 30, 2006Sales to external customers


1,174



230



171



41



1,616



69







1,685Inter-segment revenues


32















32







(32
)


Operating profit


170



37



23



10



240



(39
)






201Earnings (loss) from continuing
    operations before tax and minority interests


192



50



23



8



273



(83
)






190Depreciation and amortization


39



16



6



3



64



6







70Capital expenditures


32



7



18







57



4







61Total assets


3,378



1,604



735



355



6,072



1,547







7,619As of and for the three months
    ended September 30, 2005Sales to external customers


1,051



212



162



46



1,471



55







1,526Inter-segment revenues


40















40







(40
)


Operating profit


101



18



4



13



136



(40
)






96Earnings (loss) from continuing
    operations before tax and minority interests


136



34



5



10



185



(96
)






89Depreciation and amortization


45



13



3



4



65



5







70Capital expenditures


22



12



8







42



4







46Total assets(1)


3,280



1,583



691



342



5,896



1,545







7,441As of and for the nine months
    ended September 30, 2006Sales to external customers


3,459



691



514



138



4,802



198







5,000Inter-segment revenues


99















99







(99
)


Operating profit


475



116



75



43



709



(141
)






568Earnings (loss) from continuing
    operations before tax and minority interests


522



159



96



40



817



(290
)






527Depreciation and amortization


118



48



18



11



195



18







213Capital expenditures


97



18



55



1



171



5







176Total assets


3,378



1,604



735



355



6,072



1,547







7,619As of and for the nine months
    ended September 30, 2005Sales to external customers


3,105



674



499



140



4,418



75







4,493Inter-segment revenues


98















98







(98
)


Operating profit


436



62



24



41



563



(151
)






412Earnings (loss) from continuing
    operations before tax and minority interests


481



107



27



36



651



(379
)






272Depreciation and amortization


118



42



21



10



191



9







200Capital expenditures


66



35



22



3



126



6







132Total assets(1)


3,280



1,583



691



342



5,896



1,545







7,441     (1)
    
    Due to purchase accounting related to the acquisition of CAG not
    being finalized as of September 30, 2005, these amounts
    represent the balances as of December 31, 2005. 29




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Transactions
    and Relationships with Affiliates and Related Parties          20.
    Consolidating
    Guarantor Financial Information     30




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
  Three Months Ended September 30, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










779



1,197



291



1,685Cost of sales










(605
)


(1,010
)


(297
)


(1,318
)Gross profit










174



187



6



367Selling, general and
    administrative expenses










(69
)


(77
)






(146
)Research and development expenses










(9
)


(7
)






(16
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases






















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










1



(1
)






Foreign exchange loss, net














(2
)






(2
)Loss on disposition of assets, net










(2
)










(2
)Operating profit (loss)










95



100



6



201Equity in net earnings of
    affiliates


115



124



47



11



(277
)


20Interest expense






(57
)


(45
)


(11
)


49



(64
)Interest income






42



4



12



(49
)


9Other income (expense), net






6



(2
)


20







24Earnings from continuing
    operations before tax and minority interests


115



115



99



132



(271
)


190Income tax benefit (provision)










(43
)


(32
)






(75
)Earnings from continuing
    operations before minority interests


115



115



56



100



(271
)


115Minority interests














(2
)






(2
)Earnings from continuing operations


115



115



56



98



(271
)


113Earnings from operation of
    discontinued operations










2











2Net earnings


115



115



58



98



(271
)


115  31




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
  Three Months Ended September 30, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










705



1,078



(257
)


1,526Cost of sales










(572
)


(925
)


257



(1,240
)Gross profit










133



153







286Selling, general and
    administrative expenses






(1
)


(67
)


(75
)






(143
)Research and development expenses










(9
)


(13
)






(22
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases






















Restructuring, impairment and
    other (charges) gains










(3
)


(21
)






(24
)Foreign exchange gain (loss), net














(2
)






(2
)Gain on disposition of assets, net














1







1Operating profit (loss)






(1
)


54



43







96Equity in net earnings of
    affiliates


57



73



72



11



(192
)


21Interest expense






(51
)


(38
)


(15
)


42



(62
)Interest income






37



2



10



(42
)


7Other income (expense), net






(1
)






28







27Earnings from continuing
    operations before tax and minority interests


57



57



90



77



(192
)


89Income tax provision










(1
)


(26
)






(27
)Earnings from continuing
    operations before minority interests


57



57



89



51



(192
)


62Minority interests














(3
)






(3
)Earnings from continuing operations


57



57



89



48



(192
)


59Loss from operation of
    discontinued operations










(2
)










(2
)Net earnings


57



57



87



48



(192
)


57  32




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
  Nine Months Ended September 30, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










2,289



3,569



(858
)


5,000Cost of sales










(1,796
)


(2,984
)


864



(3,916
)Gross profit










493



585



6



1,084Selling, general and
    administrative expenses










(203
)


(244
)


1



(446
)Research and development expenses










(29
)


(23
)






(52
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases














3







3Restructuring, impairment and
    other (charges) gains, net










(5
)


(10
)






(15
)Foreign exchange gain, net














(3
)






(3
)Loss on disposition of assets, net










(3
)










(3
)Operating profit (loss)










253



308



7



568Equity in net earnings of
    affiliates


355



395



123



37



(851
)


59Interest expense






(165
)


(128
)


(33
)


138



(188
)Interest income






122



10



32



(138
)


26Other income (expense), net






3



8



51







62Earnings from continuing
    operations before tax and minority interests


355



355



266



395



(844
)


527Income tax benefit (provision)










(61
)


(109
)






(170
)Earnings from continuing
    operations before minority interests


355



355



205



286



(844
)


357Minority interests














(2
)


(1
)


(3
)Earnings from continuing operations


355



355



205



284



(845
)


354Earnings from operation of
    discontinued operations










1











1Net earnings


355



355



206



284



(845
)


355  33




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
  Nine Months Ended September 30, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










2,119



3,173



(799
)


4,493Cost of sales










(1,751
)


(2,539
)


799



(3,491
)Gross profit










368



634







1,002Selling, general and
    administrative expenses






(11
)


(204
)


(218
)


1



(432
)Research and development expenses










(28
)


(40
)






(68
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases














4







4Restructuring, impairment and
    other (charges) gains, net






(35
)


(6
)


(52
)






(93
)Foreign currency






3







(3
)






Loss on disposition of assets, net














(1
)






(1
)Operating profit (loss)






(43
)


130



324



1



412Equity in net earnings of
    affiliates


152



339



173



20



(636
)


48Interest expense






(234
)


(106
)


(43
)


122



(261
)Interest income






108



5



34



(122
)


25Other income (expense), net






(18
)


(1
)


67







48Earnings from continuing
    operations before tax and minority interests


152



152



201



402



(635
)


272Income tax benefit (provision)










(5
)


(80
)






(85
)Earnings from continuing
    operations before minority interests


152



152



196



322



(635
)


187Minority interests














(40
)


(1
)


(41
)Earnings from continuing operations


152



152



196



282



(636
)


146Earnings from operation of
    discontinued operations










5



1







6Net earnings


152



152



201



283



(636
)


152  34




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING BALANCE SHEET INFORMATION
  As of September 30, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






1



113



399







513Restricted cash














44







44Receivables:Trade receivables, net










257



730







987Other receivables






883



219



552



(1,089
)


565Inventories










243



412



(16
)


639Deferred income taxes














37







37Other assets










34



34







68Total current assets






884



866



2,208



(1,105
)


2,853Investments


948



1,693



2,149



463



(4,466
)


787Property, plant and equipment, net










862



1,223







2,085Deferred income taxes










(10
)


83







73Other assets






1,000



269



471



(1,264
)


476Goodwill










311



565







876Intangible assets, net










101



368







469Total assets


948



3,577



4,548



5,381



(6,835
)


7,619LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates






16



892



84



(787
)


205Trade payables  third
    party and affiliates










303



438







741Other current liabilities






30



259



740



(302
)


727Deferred income taxes














27







27Income taxes payable










49



199







248Total current liabilities






46



1,503



1,488



(1,089
)


1,948Long-term debt






2,561



1,155



353



(1,234
)


2,835Deferred income taxes










1



299







300Benefit obligations










915



155







1,070Other liabilities






22



203



253



(30
)


448Minority interests














70







70Commitments and contingenciesShareholders equity


948



948



771



2,763



(4,482
)


948Total liabilities and
    shareholders equity


948



3,577



4,548



5,381



(6,835
)


7,619  35




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET INFORMATION
  As of December 31, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






61



93



235







389Receivables:Trade receivables, net










252



667







919Other receivables






949



191



596



(1,250
)


486Inventories










243



407







650Deferred income taxes














37







37Other assets










47



44







91Total current assets






1,010



826



1,986



(1,250
)


2,572Investments


610



1,230



2,040



454



(3,559
)


775Property, plant and equipment, net










870



1,166







2,036Deferred income taxes














139







139Other assets






1,044



268



483



(1,306
)


489Goodwill










352



597







949Intangible assets, net










110



371







481Total assets


610



3,284



4,466



5,196



(6,115
)


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






17



945



149



(956
)


155Trade payables  third
    party and affiliates










306



505







811Other current liabilities






10



313



758



(294
)


787Deferred income taxes














36







36Income taxes payable










52



172







224Total current liabilities






27



1,616



1,620



(1,250
)


2,013Long-term debt






2,644



1,175



360



(1,276
)


2,903Deferred income taxes














285







285Benefit obligations










953



173







1,126Other liabilities






3



227



240



(30
)


440Minority interests














64







64Commitments and contingenciesShareholders equity


610



610



495



2,454



(3,559
)


610Total liabilities and
    shareholders equity


610



3,284



4,466



5,196



(6,115
)


7,441  36




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
  Nine Months Ended September 30, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






83



87



245







415Investing activities from
    continuing operations:Capital expenditures on property,
    plant and equipment










(65
)


(111
)






(176
)Proceeds from sale of assets










2



9







11Advances from affiliates, net














(6
)






(6
)Proceeds from sale of marketable
    securities














78







78Purchases of marketable securities














(56
)






(56
)Increase in restricted cash














(42
)






(42
)Other, net










(2
)










(2
)Net cash used in investing
    activities










(65
)


(128
)






(193
)Financing activities from
    continuing operations:Short-term borrowings
    (repayments), net










(1
)


13







12Proceeds from long-term debt














25







25Payments of long-term debt






(118
)


(1
)


(1
)






(120
)Dividends from subsidiary


25















(25
)


Distribution to parent


(25
)


(25
)










25



(25
)Net cash used in financing
    activities






(143
)


(2
)


37







(108
)Exchange rate effects on cash














10







10Net increase in cash and cash
    equivalents






(60
)


20



164







124Cash and cash equivalents at
    beginning of period






61



93



235







389Cash and cash equivalents at end
    of period






1



113



399







513  37




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
  Nine Months Ended September 30, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






(182
)


156



530







504Investing activities from
    continuing operations:Capital expenditures on property,
    plant and equipment










(49
)


(83
)






(132
)Investments in subsidiaries, net


18















(18
)


Acquisition of CAG, net of cash
    acquired














(397
)






(397
)Fees associated with acquisitions










(6
)


(21
)






(27
)Acquisition of Vinamul, net of cash
    reimbursed










(190
)


(18
)






(208
)Acquisition of Acetex, net of cash
    acquired














(216
)






(216
)Proceeds from sale of assets










1



39







40Advances to affiliates, net














8







8Net proceeds from disposal of
    discontinued operations














75







75Proceeds from sale of marketable
    securities










1



178







179Purchases of marketable securities










(1
)


(104
)






(105
)Other, net














5







5Net cash provided by (used in)
    investing activities


18







(244
)


(534
)


(18
)


(778
)Financing activities from
    continuing operations:Redemption of senior subordinated
    notes, including related premium






(572
)














(572
)Repayment of floating rate term
    loan, including related premium






(354
)














(354
)Borrowings under term loan facility






1,135















1,135Contribution from Parent


572



572











(572
)


572Redemption of Acetex bonds














(280
)






(280
)Short-term borrowings (repayments),
    net














18







18Proceeds from long-term debt














22







22Payments of long-term debt






(7
)


35



(42
)






(14
)Fees associated with financing






(7
)














(7
)Distribution to parent


(590
)


(590
)










590



(590
)Net cash provided by (used in)
    financing activities


(18
)


177



35



(282
)


18



(70
)Exchange rate effects on cash














(94
)






(94
)Net increase in cash and cash
    equivalents






(5
)


(53
)


(380
)






(438
)Cash and cash equivalents at
    beginning of period






6



127



705







838Cash and cash equivalents at end of
    period






1



74



325







400  38




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.
    Change in
    Control    22.
    Environmental  General
  Remediation
    German InfraServs
   39




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    U.S. Superfund Sites
    Form 10-K
 40




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  In this Quarterly Report on
    Form 10-Q,
    the term Celanese refers to Celanese Holding LLC, a
    Delaware corporation, and not its subsidiaries. The terms the
    Company, we, our, and
    us, refer to Celanese and its subsidiaries on a
    consolidated basis. The term BCP Crystal refers to
    our subsidiary, BCP Crystal US Holdings Corp., a Delaware
    corporation, and not its subsidiaries. The term
    Purchaser refers to our subsidiary, Celanese Europe
    Holding GmbH & Co. KG, formerly known as BCP Crystal
    Acquisition GmbH & Co. KG, a German limited partnership
    (Kommanditgesellschaft, KG), and not its subsidiaries, except
    where otherwise indicated. The term Original
    Shareholders refers, collectively, to Blackstone Capital
    Partners (Cayman) Ltd. 1, Blackstone Capital Partners
    (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd.
    3 and BA Capital Investors Sidecar Fund, L.P. The terms
    Sponsor and Advisor refer to certain
    affiliates of The Blackstone Group.
  Form 10-Q Form 10-K Form 10-Q.
  Overview
      Financial
    Reporting Changes
  Share Based Payment Accounting
    for Stock Issued to Employees
   41




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##### Table of Contents



European
    Oxo Transaction
        Pending
    Acquisition of Acetate Products Limited
    Results
    of Operations
  Financial
    Highlights
  Three Months Ended


Nine Months EndedSeptember 30,


% of


September 30,


% of


September 30,


% of


September 30,


% of2006


Net Sales


2005


Net Sales


2006


Net Sales


2005


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


1,685



100.0
%


1,526



100.0
%


5,000



100.0
%


4,493



100.0
%Gross profit


367



21.8
%


286



18.7
%


1,084



21.7
%


1,002



22.3
%Other (charges) gains, net










(24
)


(1.6
)%


(12
)


(0.2
)%


(89
)


(2.0
)%Operating profit


201



11.9
%


96



6.3
%


568



11.4
%


412



9.2
%Equity in net earnings of affiliates


20



1.2
%


21



1.4
%


59



1.2
%


48



1.1
%Earnings from continuing operations
    before tax and minority interests


190



11.3
%


89



5.8
%


527



10.5
%


272



6.1
%Earnings from continuing operations


113



6.7
%


59



3.9
%


354



7.1
%


146



3.2
%Earnings (loss) from discontinued
    operations


2



0.1
%


(2
)


(0.1
)%


1



0.0
%


6



0.1
%Net earnings


115



6.8
%


57



3.7
%


355



7.1
%


152



3.4
%Depreciation and amortization


70



4.2
%


70



4.6
%


213



4.3
%


200



4.5
%   42




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##### Table of Contents



As of


As ofSeptember 30,


December 31,2006


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


205



155Plus: Long-term debt


2,835



2,903Total debt


3,040



3,058   Summary
    of Consolidated Results for the Three and Nine Months Ended
    September 30, 2006 compared to the Three and Nine Months
    Ended September 30, 2005
  Net
    Sales
  ®
  Gross
    Profit
    Selling,
    General and Administrative Expenses
   43




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##### Table of Contents



Other
    (Charges) Gains, net
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(Unaudited)(In $ millions)Employee termination benefits






(9
)


(11
)


(18
)Plant/office closures






(1
)






(2
)Total restructuring






(10
)


(11
)


(20
)Environmental related plant
    closures






(12
)






(12
)Asset impairments






(1
)






(25
)Insurance recoveries associated
    with plumbing cases










3



4Other






(1
)


(4
)


(36
)Total other (charges) gains, net






(24
)


(12
)


(89
)     Operating
    Profit
    Equity
    in Net Earnings of Affiliates
    Interest
    Expense
    Other
    Income (Expense), Net
   44




---



##### Table of Contents



Income
    Taxes
  non-U.S. jurisdictions.
    Earnings
    (loss) from Discontinued Operations
   45




---



##### Table of Contents



Selected
    Data by Business Segment
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


Change


September 30,


September 30,


Change2006


2005


in $


2006


2005


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


1,206



1,091



115



3,558



3,203



355Technical Polymers Ticona


230



212



18



691



674



17Acetate Products


171



162



9



514



499



15Performance Products


41



46



(5
)


138



140



(2
)Other Activities


69



55



14



198



75



123Inter-segment Eliminations


(32
)


(40
)


8



(99
)


(98
)


(1
)Total Net Sales


1,685



1,526



159



5,000



4,493



507Other (Charges) Gains,
    NetChemical Products






(12
)


12



(7
)


(16
)


9Technical Polymers Ticona






(1
)


1



4



(22
)


26Acetate Products






(9
)


9







(10
)


10Performance Products






















Other Activities






(2
)


2



(9
)


(41
)


32Total Other Charges, Net






(24
)


24



(12
)


(89
)


77Operating Profit
    (Loss)Chemical Products


170



101



69



475



436



39Technical Polymers Ticona


37



18



19



116



62



54Acetate Products


23



4



19



75



24



51Performance Products


10



13



(3
)


43



41



2Other Activities


(39
)


(40
)


1



(141
)


(151
)


10Total Operating Profit


201



96



105



568



412



156Earnings (Loss) from Continuing
    Operations Before Tax and Minority InterestsChemical Products


192



136



56



522



481



41Technical Polymers Ticona


50



34



16



159



107



52Acetate Products


23



5



18



96



27



69Performance Products


8



10



(2
)


40



36



4Other Activities


(83
)


(96
)


13



(290
)


(379
)


89Total Earnings from Continuing
    Operations Before Tax and Minority Interests


190



89



101



527



272



255Depreciation &
    AmortizationChemical Products


39



45



(6
)


118



118



Technical Polymers Ticona


16



13



3



48



42



6Acetate Products


6



3



3



18



21



(3
)Performance Products


3



4



(1
)


11



10



1Other Activities


6



5



1



18



9



9Total Depreciation &
    Amortization


70



70







213



200



13  46




---



##### Table of Contents



Factors
    Affecting Third Quarter 2006 Segment Net Sales Compared to Third
    Quarter 2005
    Volume


Price


Currency


Other


Total(In percentages)Chemical Products


3



5



2



0



10Technical Polymers Ticona


10



(3
)


2



(1
)(a)


8Acetate Products


0



6



0



0



6Performance Products


(6
)


(6
)


1



0



(11
)Total
    Company (b)


4



4



2



0



10     (a)
    
    Includes loss of sales related to the COC divestiture(b)
    
    Includes the effects of AT Plastics and the captive insurance
    companies  Factors
    Affecting Nine Months Ended 2006 Segment Net Sales Compared to
    Nine Months Ended 2005
  Volume


Price


Currency


Other


Total(In percentages)Chemical Products


1



4



0



6
(a)


11Technical Polymers Ticona


6



(1
)


(2
)


(1
)(b)


2Acetate Products


(4
)


7



0



0



3Performance Products


11



(10
)


(2
)


0



(1
)Total Company


2



3



0



6
(c)


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




---



##### Table of Contents



Summary
    by Business Segment for the Three and Nine Months Ended
    September 30, 2006 compared to the Three and Nine Months
    Ended September 30, 2005
  Chemical
    Products
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


Change


September 30,


September 30,


Change2006


2005


in $


2006


2005


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


1,206



1,091



115



3,558



3,203



355Net sales variance:Volume


3
%










1
%Price


5
%










4
%Currency


2
%










0
%Other


0
%










6
%Operating profit


170



101



69



475



436



39Operating margin


14.1
%


9.3
%






13.4
%


13.6
%Other (charges) gains, net






(12
)


12



(7
)


(16
)


9Earnings from continuing
    operations before tax and minority interests


192



136



56



522



481



41Depreciation and amortization


39



45



(6
)


118



118



          48




---



##### Table of Contents



Technical
    Polymers Ticona
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


Change


September 30,


September 30,


Change2006


2005


in $


2006


2005


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


230



212



18



691



674



17Net sales variance:Volume


10
%










6
%Price


(3
)%










(1
)%Currency


2
%










(2
)%Other


(1
)%










(1
)%Operating profit


37



18



19



116



62



54Operating margin


16.1
%


8.5
%






16.8
%


9.2
%Other (charges) gains, net






(1
)


1



4



(22
)


26Earnings from continuing
    operations before tax and minority interests


50



34



16



159



107



52Depreciation and amortization


16



13



3



48



42



6          49




---



##### Table of Contents



Acetate
    Products
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


Change


September 30,


September 30,


Change2006


2005


in $


2006


2005


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


171



162



9



514



499



15Net sales variance:Volume


0
%










(4
)%Price


6
%










7
%Currency


0
%










0
%Other


0
%










0
%Operating profit


23



4



19



75



24



51Operating margin


13.5
%


2.5
%






14.6
%


4.8
%Other (charges) gains, net






(9
)


9







(10
)


10Earnings from continuing
    operations before tax and minority interests


23



5



18



96



27



69Depreciation and amortization


6



3



3



18



21



(3
)          50




---



##### Table of Contents



Performance
    Products
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


Change


September 30,


September 30,


Change2006


2005


in $


2006


2005


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


41



46



(5
)


138



140



(2
)Net sales variance:Volume


(6
)%










11
%Price


(6
)%










(10
)%Currency


1
%










(2
)%Other


0
%










0
%Operating profit


10



13



(3
)


43



41



2Operating margin


24.4
%


28.3
%






31.2
%


29.3
%Other (charges) gains, net






















Earnings from continuing
    operations before tax and minority interests


8



10



(2
)


40



36



4Depreciation and amortization


3



4



(1
)


11



10



1   ®
      Other
    Activities
     51




---



##### Table of Contents



Liquidity
    and Capital Resources
    Cash
    Flows
    Net Cash
    Provided by Operating Activities
  Operating
    Activities
   52




---



##### Table of Contents



Net Cash
    Used in Investing Activities
      Net Cash
    Used in Financing Activities
    
    Borrowings under the term loan facility of $1,135 million.    
    Redemption and related premiums of the senior subordinated notes
    of $572 million.    
    Repayment of floating rate term loan, including related premium,
    of $354 million.
    Exercise of Acetexs option to redeem its
    107/8% senior
    notes for approximately $280 million.
    Contribution to parent, net and Distribution to parent of $572
    million and $590 million, respectively.  Liquidity
    Debt and
    Capital
      53




---



##### Table of Contents



Contractual Debt Obligations.
  Remaining


2007-


2009-


2011 andFixed Contractual Debt Obligations

Total


2006


2008


2010


Thereafter(In $ millions)Term loan facilities


1,613



4



33



33



1,543Interest payments on debt(1)


1,641



61



489



463



628Senior subordinated notes(2)


961















961Other debt(3)


465



176



21



50



218Total fixed contractual debt
    obligations


4,680



241



543



546



3,350     (1)
    
    For future interest expense, we assumed no change in variable
    rates. (See Note 10 for the applicable interest rates).(2)
    
    Does not include $3 million of premium.(3)
    
    Does not include a $2 million reduction due to purchase
    accounting.  Senior Credit Facilities.
          Other
    Contractual Obligations
    Deferred
    compensation
   54




---



##### Table of Contents



Long-term
    incentive plan
    Squeeze-Out
    Payment
    Domination
    Agreement
  Form 10-K
       55




---



##### Table of Contents



and/or and/or
  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
    Form 10-K Form 10-K
  Form 10-K
  Recent
    Accounting Pronouncements
  Form 10-Q
  Factors
    That May Affect Future Results And Financial Condition
    
    changes in general economic, business, political and regulatory
    conditions in the countries or regions in which we operate;
    the length and depth of product and industry business cycles
    particularly in the automotive, electrical, electronics and
    construction industries;
    changes in the price and availability of raw materials,
    particularly changes in the demand for, supply of, and market
    prices of fuel oil, natural gas, coal, electricity and
    petrochemicals such as ethylene, propylene and butane, including
    changes in production quotas in OPEC countries and the
    deregulation of the natural gas transmission industry in Europe;
    the ability to pass increases in raw material prices on to
    customers or otherwise improve margins through price increases;
    the ability to maintain plant utilization rates and to implement
    planned capacity additions and expansions;
    the ability to reduce production costs and improve productivity
    by implementing technological improvements to existing plants; 56




---



##### Table of Contents




    the existence of temporary industry surplus production capacity
    resulting from the integration and
    start-up of
    new world-scale plants;
    increased price competition and the introduction of competing
    products by other companies;
    the ability to develop, introduce and market innovative
    products, product grades and applications, particularly in the
    Ticona and Performance Products segments of our business;
    changes in the degree of patent and other legal protection
    afforded to our products;
    compliance costs and potential disruption or interruption of
    production due to accidents or other unforeseen events or delays
    in construction of facilities;
    potential liability for remedial actions under existing or
    future environmental regulations;
    potential liability resulting from pending or future litigation,
    or from changes in the laws, regulations or policies of
    governments or other governmental activities in the countries in
    which we operate;
    changes in currency exchange rates and interest rates;
    changes in the composition or restructuring of us or our
    subsidiaries and the successful completion of acquisitions,
    divestitures and venture activities;
    inability to successfully integrate current and future
    acquisitions;
    pending or future challenges to the Domination
    Agreement; and
    various other factors, both referenced and not referenced in
    this document.    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures    Internal
    Control Over Financial Reporting
  Form 10-K.
 57




---



##### Table of Contents



58




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Polyester
    Staple Antitrust Litigation
  In re Polyester Staple Antitrust
    Litigation
      Shareholder
    Litigation
    Other
    Matters
     59




---



##### Table of Contents



Item 1A.
    Risk
    Factors  Form 10-K
  Because
    our Sponsor will continue to be able to significantly influence
    us as long as it holds at least 25% of the total voting power of
    Celanese Corporation  Series A common stock, the influence
    of Celanese Corporations public shareholders over
    significant corporate actions may be limited, and conflicts of
    interest between our Sponsor and us or you could arise in the
    future.
  Form 10-K
  The
    disposition by the Original Blackstone Shareholders of at least
    90% of their equity interest will satisfy a vesting condition
    under our deferred compensation plan.
   60




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description3.1

Certificate of Formation of
    Registrant (incorporated by reference to Exhibit 3.3 to the
    Form S-4
    filed with the SEC on February 7, 2005).3.2

Limited Liability Company
    Agreement of Registrant (incorporated by reference to
    Exhibit 3.4 to the
    Form S-4
    filed on February 7, 2005).4.1

Indenture, dated as of
    June 8, 2004, among BCP Caylux Holdings Luxembourg S.C.A.,
    BCP Crystal Holdings Ltd. 2 and The Bank of New York, as trustee
    (incorporated by reference to Exhibit 10.15 to the
    Registration Statement on
    Form S-1
    of Celanese Corporation filed with the SEC on November 3,
    2004 (the
    Form S-1).4.2

Registration Rights Agreement,
    dated as of June 3, 2004, among BCP Caylux Holdings
    Luxembourg S.C.A., BCP Crystal Holdings Ltd. 2, Morgan
    Stanley & Co. Incorporated, Deutsche Bank Securities
    Inc. and Banc of America Securities LLC as representatives of
    the initial purchasers (incorporated by reference to
    Exhibit 4.2 to the
    Form S-4
    filed with the SEC on July 15, 2005).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 and Banc of America
    Securities LLC (incorporated by reference to Exhibit 4.3 to
    the
    Form S-4).4.4

Supplemental Indenture, dated as
    of October 5, 2004, among BCP Crystal US Holdings Corp.,
    BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd.
    2 and The Bank of New York, as trustee (incorporated by
    reference to Exhibit 10.16 to the
    Form S-1).4.5

Supplemental Indenture, dated as
    of October 5, 2004, among BCP Crystal US Holdings Corp.,
    the New Guarantors and The Bank of New York, as trustee
    (incorporated by reference to Exhibit 10.17 to the
    Form S-1).31.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 (filed herewith).31.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 (filed herewith). 61




---



##### Table of Contents



ExhibitNumber

Description32.1

Certification of Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 (filed herewith).32.2

Certification of Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 (filed herewith).    62




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##### Table of Contents



SIGNATURES      By:
    /s/  David
    N. Weidman    Title:
    President and Chief Executive Officer      By:
    /s/  John
    J. Gallagher III   Title:
    Executive Vice President and       63