As
  Filed with the Securities and Exchange Commission on March 7, 2002

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UNITED
  STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM
  20-FANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2001


Commission
  file number 1-15419

CELANESE
  AG(Exact name of Registrant as specified in its charter)

CELANESE
  CORPORATION(Translation of Registrants name into English)

FEDERAL
  REPUBLIC OF GERMANY(Jurisdiction of
  incorporation or organization)

61476
  KRONBERG/TAUNUS, GERMANY(Address of principal executive offices)

Securities
  registered pursuant to Section 12(b) of the Act:

|Title of
      each classOrdinary Shares with no par value | Name of
      each exchange on which registeredNew York Stock Exchange
|---------------------------------------------------------- | ----------------------------------------------------------------------



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Securities
  registered or to be registered pursuant to Section 12(g) of the Act: NONE(Title of Class)


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Securities
  for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE(Title of Class)


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Indicate
  the number of outstanding shares of each of the issuers classes of capital
  or common stock as of the close of the period covered by the Annual Report:

|Ordinary Shares with
      no par value | 50,334,891
|--------------------------------------- | ----------

(as of
  December 31, 2001)


Indicate
  by check mark whether the registrant (1) has filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
  preceding 12 months (or for such shorter period that the registrant was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.

|Yes [X] | No [  ]
|------- | -------

Indicate
  by check mark which financial statement item the registrant has elected to follow.

|Item 17 [  ] | Item 18 [X]
|------------ | -----------



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TABLE
  OF CONTENTS

Part
  I

|Item 1.   Identity
      of Directors, Senior Management and Advisers | 2 
|--------------------------------------------------------------------- | --
|Item 2.   Offer
      Statistics and Expected Timetable               | 2 
|Item 3.   Key
      Information                                       | 2 
|Selected
      Financial Data                                         | 2 
|Exchange
      Rate Information                                       | 4 
|Risk
      Factors                                                    | 4 
|Item 4.   Information
      on the Company                            | 9 
|Introduction                                                          | 9 
|History
      and Development of the Company                          | 9 
|Business
      Summary                                                | 10
|Segment
      Overview                                                | 11
|Strategy                                                              | 12
|Business
      Segments                                               | 14
|Other
      Activities                                                | 25
|Acquisitions
      and Divestitures                                   | 25
|eBusiness                                                             | 26
|Raw
      Materials and Energy                                        | 26
|Research
      and Development                                        | 26
|Intellectual
      Property                                           | 27
|Environmental
      and Other Regulation                              | 28
|Organizational
      Structure                                        | 31
|Description
      of Property                                         | 31
|Item 5.   Operating
      and Financial Review and Prospects          | 36
|Basis
      of Presentation                                           | 36
|Major
      Events in 2001                                            | 37
|Financial
      Highlights                                            | 37
|Overview
       2001 Compared with 2000                              | 38
|Selected
      Data by Business Segment                               | 39
|Summary
      by Business Segment  2001 Compared with 2000           | 40
|Summary
      of Consolidated Results  2001 Compared with 2000       | 43
|Summary
      by Business Segment  2000 Compared with 1999           | 47
|Summary
      of Consolidated Results  2000 Compared with 1999       | 50
|Liquidity
      and Capital Resources                                 | 53
|Market
      Risks                                                    | 57
|European
      Monetary Union                                         | 59
|Critical
      Account Policies and Issues                            | 59
|New
      Accounting Standards                                        | 60
|Outlook                                                               | 61
|Item 6.   Directors,
      Senior Management and Employees            | 63
|Directors
      and Senior Management                                 | 63
|Compensation
      of Directors and Officers                          | 65
|Incentive
      Plans                                                 | 66
|Board
      Practices                                                 | 67
|Employees                                                             | 70
|Share
      Ownership                                                 | 70
|Item 7.   Major
      Shareholders and Related Party Transactions     | 71
|Major
      Shareholders                                              | 71
|Related
      Party Transactions                                      | 72
|Item 8.   Financial
      Information                                 | 72
|Export
      Sales                                                    | 72
|Legal
      Proceedings                                               | 72

i

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|                                                                                                    |    
|--------------------------------------------------------------------------------------------------- | ---
|Dividend
      Policy                                                                               | 75 
|Significant
      Changes                                                                           | 75 
|Item
      9.   The Offer and Listing                                                               | 75 
|Nature
      of Trading Market                                                                      | 75 
|Item
      10.   Additional Information                                                             | 79 
|Articles
      of Association                                                                       | 79 
|Material
      Contracts                                                                            | 82 
|Exchange
      Controls and Other Limitations Affecting Security Holders                            | 83 
|Taxation                                                                                            | 83 
|Item
      11.   Quantitative and Qualitative Disclosures About Market
      Risk                   | 87 
|Interest-Rate
      Risk Management                                                                 | 87 
|Foreign-Exchange
      Risk Management                                                              | 88 
|Commodity
      Risk Management                                                                     | 88 
|Stock
      Based Compensation Risk Management                                                      | 89 
|Item
      12.   Description of Securities Other Than Equity Securities                             | 89 
|PART II                                                                                            
|Item
      13.   Defaults, Dividend Arrearages and Delinquencies                                    | 89 
|Item
      14.   Material Modifications to the Rights of Security Holders
      and Use of Proceeds | 89 
|Item
      15.   Reserved                                                                           | 89 
|Item
      16.   Reserved                                                                           | 89 
|PART III                                                                                           
|Item
      17.   Financial Statements                                                               | 89 
|Item
      18.   Financial Statements                                                               | 89 
|Item
      19.   Exhibits                                                                           | 90 
|Index
      to Consolidated Financial Statements                                                    | F-2

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ii

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INTRODUCTION

Celanese
  AG is incorporated as a stock corporation organized under the laws of the Federal
  Republic of Germany. As used in this Annual Report, Celanese refers
  to Celanese AG, its consolidated subsidiaries and, except for accounting purposes,
  its non-consolidated affiliates. For accounting purposes, Celanese
  refers solely to Celanese AG and its consolidated affiliates. See Note 1 to
  the Consolidated Financial Statements for Celanese contained in this Annual
  Report (the Consolidated Financial Statements).

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BASIS
  OF PRESENTATION

The
  Consolidated Financial Statements were prepared in accordance with U.S. Generally
  Accepted Accounting Principles (U.S. GAAP) for all periods presented.
  The Consolidated Financial Statements reflect, for the periods indicated, the
  financial condition, results of operations and cash flows of the businesses
  transferred to Celanese from Hoechst Aktiengesellschaft, also referred to as
  Hoechst, in a demerger that became effective on October 22, 1999. The Consolidated
  Financial Statements and other financial information included in this Annual
  Report, unless otherwise specified, have been presented to exclude the effects
  of discontinued operations. The Consolidated Financial Statements, for the periods
  prior to the effective date of the demerger from Hoechst, assume that Celanese
  had existed as a separate legal entity with five business segments, Acetyl Products,
  Chemical Intermediates, Acetate Products, Technical Polymers Ticona and Performance
  Products, as well as the other businesses and activities of Hoechst transferred
  to Celanese in the demerger. The financial results of Celanese, prior to the
  effective date of the demerger, have been carved out from the consolidated financial
  statements of Hoechst using the historical results of operations and assets
  and liabilities of these businesses and activities and reflect the accounting
  policies adopted by Hoechst in the preparation of its financial statements and
  thus do not necessarily reflect the accounting policies which Celanese might
  have adopted had it been an independent company during those periods.

CURRENCY
  TRANSLATION

Effective
  January 1, 1999, Germany and the 10 other member states of the European
  Union introduced the euro or € as their common currency and established
  fixed conversion rates between their existing sovereign currencies and the euro.
  Greece became the twelfth member of the European Monetary Union (EMU) on January 1, 2001. The Consolidated
  Financial Statements for each period presented on or before December 31, 1998
  have been prepared using the Deutsche Mark or DM and have been restated into
  euro using the official fixed conversion rate between the euro and the Deutsche
  Mark of DM 1.95583 per €1.00. Celanese does not represent that these restated
  euro amounts for periods ended on or before December 31, 1998, actually represent
  the DM amounts in the Consolidated Financial Statements as prepared or could
  be converted into DM at the rate indicated. Since January 1,
  1999, Celaneses Consolidated Financial Statements have been prepared in
  euro and are no longer restated from Deutsche Mark into euro. U.S. dollar or
  U.S. $ amounts are unaudited and have been converted solely for the convenience
  of the readers for 2001 from euro into U.S. dollars, at an exchange rate of
  U.S. $0.8901 per €1.00, the noon buying rate in the City of New York for cable
  transfers in foreign currencies announced by the Federal Reserve Bank of New
  York for customs purposes (the Noon Buying Rate) on December 31,
  2001. For information regarding recent rates of exchange between euro and U.S.
  dollar, see Item 3. Key Information  Exchange Rate Information.
  Celanese does not represent that the U.S. dollar amounts presented in the U.S.
  dollar convenience translation or any amounts translated from euro into other
  currencies could have been converted from euro at the rates indicated.

On
  February 25, 2002, the Noon Buying Rate for the euro was U.S. $0.8713 per €1.00.

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FORWARD-LOOKING
  STATEMENTS MAY PROVE INACCURATE

Investors
  are cautioned that the forward-looking statements contained in this Annual Report
  involve both risk and uncertainty. Many important factors could cause actual
  results to differ materially from those anticipated by these statements. Many
  of these statements are macroeconomic in nature and are, therefore, beyond the
  control of management. See Forward-Looking Statements May Prove Inaccurate
  in Item 5.Operating and Financial Review and Prospects.

1

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PART
  I

Item 1.    Identity
  of Directors, Senior Management and Advisers

Not
  applicable.

Item 2.    Offer
  Statistics and Expected Timetable

Not
  applicable.

Item 3.    Key
  Information

Selected Financial
  Data

The
  following table presents selected consolidated financial information of Celanese.
  You should read this table in conjunction with Item 5. Operating and Financial
  Review and Prospects, the audited Consolidated Financial Statements and
  the notes to those statements that are included elsewhere in this Annual Report.

The
  balance sheet data set forth below for 2001 and 2000, and the statement of operations
  data for 2001, 2000 and 1999, all of which are set forth below, are derived
  from the audited Consolidated Financial Statements included elsewhere in this
  Annual Report and should be read in conjunction with those financial statements
  and the notes thereto. The balance sheet data for 1999, 1998 and 1997 and the
  statement of operations data for 1998 and 1997 are derived from audited Consolidated
  Financial Statements not included in this Annual Report.

Effective
  January 1, 1999, Germany and 10 other member states of the European Union introduced
  the euro as their common currency and established fixed conversion rates between
  their existing sovereign currencies and the euro. Greece became the twelfth
  member of the EMU on January 1, 2001. The Consolidated Financial Statements
  for each period ending on or before December 31, 1998 have been prepared using
  the Deutsche Mark and have been restated in euro using the official fixed conversion
  rate between the euro and the Deutsche Mark of DM 1.95583 per €1.00. Accordingly,
  the Consolidated Financial Statements for all periods prior to December 31,
  1998 depict the same trends that would have been presented had they been presented
  using the Deutsche Mark. Because the consolidated financial information for
  those periods was originally prepared using the Deutsche Mark, it is not necessarily
  comparable to financial statements of other companies which originally prepared
  financial statements in a European currency other than the Deutsche Mark and
  subsequently converted that other currency into euro. Beginning January 1, 1999,
  Celaneses Consolidated Financial Statements have been prepared in euro
  and are no longer restated from Deutsche Mark into euro.

2

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|                                                                                      |                                                                                 |        |           |       |        |     
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ------ | --------- | ----- | ------ | ----
|                                                                                      | Year
      Ended December 31,                                                  
|                                                                                      |                                                                                
|                                                                                      | 2001                                                                            |        | 2001      |       |        | 2000
|                                                                                      |                                                                                 |        |           |       |        |     
|                                                                                      | (unaudited)                                                                     |        | (audited)
|                                                                                      |                                                                                 |        |          
|                                                                                      | U.S.
      $(1)                                                                 |        | €         |       |        | €   
|                                                                                      |                                                                                 |        |           |       |        |     
|                                                                                      | (in
      millions, except per share data, percentages and number of employees)
|                                                                                      |                                                                                
|Statement
      of Operations Data:                                                   |                                                                                 |        |           |       |        |     
|Net
      sales                                                                       |                                                                                 | 4,537  |           |       | 5,097  |     
|Cost
      of sales                                                                   |                                                                                 | (3,933 | )         |       | (4,419 | )   
|Gross
      profit                                                                    |                                                                                 | 604    |           |       | 678    |     
|Selling,
      general and administrative expenses                                    |                                                                                 | (519   | )         |       | (583   | )   
|Research
      and development expenses                                               |                                                                                 | (85    | )         |       | (95    | )   
|Special
      charges(2)                                                              |                                                                                 | (472   | )         |       | (530   | )   
|Operating
      profit (loss)(3)                                                      |                                                                                 | (470   | )         |       | (528   | )   
|Interest
      and other income, net(4)                                               |                                                                                 | (4     | )         |       | (4     | )   
|Income
      tax benefit (provision)                                                  |                                                                                 | 123    |           |       | 138    |     
|Minority
      interests                                                              |                                                                                 |       |           |       |       |     
|Earnings
      (loss) from continuing operations                                      |                                                                                 | (351   | )         |       | (394   | )   
|Earnings
      from discontinued operations                                           |                                                                                 | 8      |           |       | 9      |     
|Net
      earnings (loss)                                                             |                                                                                 | (343   | )         |       | (385   | )   
|Earnings
      (loss) per common share 
         basic and diluted(5)               
|                                                                                      | (6.81                                                                           | )      |           | (7.65 | )      |     
|Balance
      Sheet Data:                                                            
|Total
      assets                                                                    |                                                                                 | 6,288  |           |       | 7,064  |     
|Debt                                                                                  |                                                                                 | 784    |           |       | 880    |     
|Shareholders
      equity(6)                                                         |                                                                                 | 1,967  |           |       | 2,210  |     
|Dividends
      paid per share(7)                                                     |                                                                                 | 0.36   |           |       | 0.40   |     
|Common
      stock                                                                    |                                                                                 | 127    |           |       | 143    |     
|Weighted
      average shares  basic and diluted                                     |                                                                                 | 50,332 |           |       | 50,332 |     
|Other
      Data:                                                                    
|Operating
      margin (%)                                                            |                                                                                 | (10.36 | )         |       | (10.36 | )   
|Depreciation
      and amortization of tangible
         and intangible assets       
|                                                                                      | 372                                                                             |        |           | 418   |        |     
|Capital
      expenditures on tangible fixed assets                                   |                                                                                 | 206    |           |       | 231    |     
|Trade
      Working Capital(8)                                                        |                                                                                 | 611    |           |       | 687    |     
|Number
      of employees on a continuing basis
         (end of period) in thousands
|                                                                                      | 11.8                                                                            |        |           | 11.8  |        |     

|   
|---
|(1)
|(2)
|(3)
|(4)
|(5)
|(6)
|(7)
|(8)

3

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Exchange Rate Information

Effective
  January 1, 1999, Germany and 10 other member states of the European Union introduced
  the euro as their common currency and established fixed conversion rates between
  their existing sovereign currencies and the euro. Currency exchanges traded
  the euro beginning on January 4, 1999. Greece became the twelfth member of the
  EMU on January 1, 2001. By March 1, 2002, the euro was the sole legal tender
  of all euro zone countries.

Celanese
  began using the euro as its reporting currency on January 1, 1999 and pays dividends
  on its shares in euro. Furthermore, prices quoted for the Celanese shares on
  the Frankfurt Stock Exchange are quoted in euro.

Fluctuations
  in the exchange rate between the euro and the U.S. $ will affect:

- The U.S. $ equivalent
    for dividends received by U.S. holders of Celanese shares; and
- The trading market price
    of the Celanese shares on the Frankfurt and New York Stock Exchanges.

The
  table below sets forth the Noon Buying Rates for the Deutsche Mark versus the
  U.S. $, restated in euro for all periods prior to January 1, 1999, and, for
  all subsequent periods, sets forth the Noon Buying Rates for the euro in U.S.
  $. For the calculation of the euro amounts for all periods prior to January
  1, 1999, Celanese has restated the applicable Noon Buying Rate for the DM per
  U.S. $ into euro at the official fixed DM/euro conversion rate of DM 1.95583
  per €1.00. This restatement matches the restatement into euro of the Consolidated
  Financial Statements, which, for all periods prior to January 1, 1999, were
  prepared in Deutsche Mark and restated into euro. Celanese does not represent
  that the U.S. $ amounts referred to below could have been or could be converted
  into euro at any particular rate indicated. The average amounts set forth below
  under Average are calculated as the average of the Noon Buying Rates
  on the last business day of each month.

|Year |  | Low                                        |  | High   |  | Average |  | End    | 
|---- |  | ------------------------------------------ |  | ------ |  | ------- |  | ------ | 
|     |  |                                            |  |        |  |         |  |        | 
|1997 |  |                                            |  | 1.0398 |  | 1.2689  |  | 1.1244 | 
|1998 |  |                                            |  | 1.0548 |  | 1.2178  |  | 1.1115 | 
|1999 |  |                                            |  | 1.0080 |  | 1.1825  |  | 1.0660 | 
|2000 |  |                                            |  | 0.8270 |  | 0.9757  |  | 0.9231 | 
|2001 |  |                                            |  |        |  |         |  |        | 
|     |  | July                                       |  | 0.8370 |  | 0.8797  |  | 0.8615 | 
|     |  | August                                     |  | 0.8775 |  | 0.9165  |  | 0.9014 | 
|     |  | September                                  |  | 0.8868 |  | 0.9310  |  | 0.9114 | 
|     |  | October                                    |  | 0.8893 |  | 0.9181  |  | 0.9050 | 
|     |  | November                                   |  | 0.8770 |  | 0.9044  |  | 0.8883 | 
|     |  | December                                   |  | 0.8773 |  | 0.9044  |  | 0.8912 | 
|2002 |  |                                            |  |        |  |         |  |        | 
|     |  | January                                    |  | 0.8594 |  | 0.9031  |  | 0.8832 | 
|     |  | February
      (through February 25, 2002) |  | 0.8613 |  | 0.8778  |  | 0.8715 | 

For
  a more complete discussion of exchange rate fluctuations and the hedging techniques
  used by Celanese to manage its exposure to these fluctuations, please see Risk
  Factors set forth below and Item 5. Operating and Financial Review
  and Prospects  Market Risks and Item 11. Quantitative and
  Qualitative Disclosures About Market Risk.

Risk Factors

Many
  factors could have an effect on Celaneses financial condition, cash flows
  and results of operations. Celanese is subject to various risks resulting from
  changing economic, environmental, political, industry, business and financial
  conditions. The principal factors are described below.

Celanese is an international
  company and is exposed to general economic, political and regulatory conditions
  and risks in the countries in which it has significant operations

Celanese
  operates in the global market and has customers in many countries. Celanese
  has major facilities located throughout North America, Europe and the Pacific
  Rim, including facilities in China, Japan, Korea and

4

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Saudi Arabia operated
  through joint ventures. Its principal customers are similarly global in scope,
  and the prices of its most significant products are typically world market prices.
  Consequently, Celaneses business and financial results are affected directly
  and indirectly by world economic, political and regulatory conditions.

Conditions
  such as the uncertainties associated with war, terrorist activities, or political
  instability in any of the countries in which Celanese operates could affect
  Celanese by causing delays or losses in the supply or delivery of raw materials
  and products as well as increased security costs, insurance premiums and other
  expenses. These conditions could also result in or lengthen economic recession
  in the United States, Germany, Asia or elsewhere. Moreover, changes in laws
  or regulations, such as unexpected changes in regulatory requirements (including
  import or export licensing requirements), or changes in reporting requirements
  of the United States, German or European Union governmental agencies, could
  increase the cost of doing business in these regions. Any of these conditions
  may have an effect on Celaneses business and financial results as a whole
  and may result in the volatility of the current and future prices for Celanese
  shares.

Cyclicality in the
  industrial chemicals industry has in the past and may in the future result in
  reduced operating margins or operating losses

Consumption
  of the basic chemicals that Celanese manufactures, in particular those in acetyl
  and acrylic products, such as methanol, formaldehyde, acetic acid, vinyl acetate
  monomer, and acrylic acid, has increased significantly over the past 30 years.
  Despite this growth in consumption, producers have experienced alternating periods
  of inadequate capacity and excess capacity for these products. Periods of inadequate
  capacity, including some due to raw material shortages, have usually resulted
  in increased selling prices and operating margins. This has often been followed
  by periods of capacity additions, which have resulted in declining capacity
  utilization rates, selling prices and operating margins.

Celanese
  expects that these cyclical trends in selling prices and operating margins relating
  to capacity shortfalls and additions will likely persist in the future, principally
  due to the continuing combined impact of five factors:

- Significant capacity
    additions, whether through plant expansion or construction, can take two to
    three years to come on stream and are therefore necessarily based upon estimates
    of future demand.
- When demand is rising,
    competition to build new capacity may be heightened because new capacity tends
    to be more profitable, with a lower marginal cost of production. This tends
    to amplify upswings in capacity.
- When demand is falling,
    the high fixed cost structure of the capital intensive chemicals industry
    leads producers to compete aggressively on price in order to maximize capacity
    utilization.
- As competition in these
    products is focused on price, being a low-cost producer is critical to profitability.
    This favors the construction of larger plants, which maximize economies of
    scale, but which also lead to major increases in capacity which can outstrip
    current growth in demand.
- Cyclical trends in general
    business and economic activity produce swings in demand for chemicals.

Celanese
  believes that the basic chemicals industry, particularly in the commodity chemicals
  manufactured by Celaneses Acetyl Products and Chemical Intermediates segments,
  is currently characterized by overcapacity, and that there may be further capacity
  additions in the next few years.

The length and depth
  of product and industry business cycles of Celaneses markets, particularly
  in the automotive, electrical, construction and textile industries, may result
  in reduced operating margins or operating losses

Some
  of the markets in which Celaneses customers participate, such as the automotive,
  electrical, construction and textile industries, are cyclical in nature, thus
  posing a risk to Celanese which is beyond its control. These markets are highly
  competitive, to a large extent driven by end-use markets, and may be subject
  to overcapacity, all of which may affect demand for and pricing of Celaneses
  products.

5

---

Celaneses
  operating margins may decrease if it cannot pass on increased raw material prices
  to customers or if prices for its products decrease faster than raw material
  prices

Celanese
  purchases significant amounts of natural gas, ethylene, butane and propylene
  from third parties for use in its production of basic chemicals in the Acetyl
  Products and Chemical Intermediates segments, principally methanol, formaldehyde,
  acetic acid, vinyl acetate monomer, as well as acrylates and oxo products. Celanese
  uses a portion of its output of these chemicals, in turn, as inputs in the production
  of further products in the Acetyl Products, Chemical Intermediates and Acetate
  Products segments, as well as some products in the Technical Polymers Ticona,
  also referred to as Ticona, and Performance Products segments. Celanese also
  purchases significant amounts of cellulose or wood pulp for use in its production
  of cellulose acetate in the Acetate Products segment. Celanese purchases significant
  amounts of natural gas, electricity, coal and fuel oil to supply the energy
  required in its production processes.

Although
  Celanese has agreements providing for the supply of natural gas, ethylene, propylene,
  wood pulp, electricity, coal and fuel oil, the contractual prices for these
  raw materials and energy vary with market conditions and may be highly volatile.
  Factors which have caused volatility in Celaneses raw material prices
  in the past and which may do so in the future include:

- Shortages of raw materials
    due to increasing demand, e.g., from growing uses or new uses;
- Capacity constraints,
    e.g., due to construction delays, strike action or involuntary shutdowns;
- The general level of
    business and economic activity; and
- The direct or indirect
    effect of governmental regulation.

Celanese
  is striving to improve profit margins of many of its products through price
  increases when warranted and accepted by the market, however, Celaneses
  operating margins may decrease if it cannot pass on increased raw material prices
  to customers, or Celanese may not be able to capture the benefit of raw material
  price declines if raw material prices fall to levels below those at which Celanese
  is committed to purchase under forward purchase contracts. Even in periods during
  which raw material prices decline, as occurred during 2001, Celanese may suffer
  decreasing operating profit margins if raw material price reductions occur at
  a slower rate than decreases in the selling prices of Celaneses products.

Celaneses
  policy allows the purchase of up to 80 percent of its natural gas and butane
  requirements, generally up to 18 months forward using forward purchase or cash-settled
  swap contracts. Throughout 2001 and during the second half of 2000, Celanese
  entered into forward purchase and cash-settled swap contracts for slightly less
  than 50 percent of its estimated natural gas requirements, generally for up
  to three to six months forward. As these forward contracts expire, Celanese
  may be exposed to future price fluctuations if the forward purchase contracts
  are not replaced, and if it elects to replace them, it may have to replace them
  at higher costs. Although Celanese seeks to balance increases in raw material
  prices with corresponding increases in the prices of its products, it may not
  be able to do so, and there may be periods when such product price increases
  lag behind raw material cost increases. In the future, Celanese may consider
  utilizing a variety of other raw material hedging instruments in addition to
  forward purchase contracts.

Failure to develop
  new products and production technologies or to implement productivity and cost
  reduction initiatives successfully may harm Celaneses competitive position

Celaneses
  operating results, especially in its Technical Polymers Ticona and Performance
  Products segments, significantly depend on the development of commercially viable
  new products and applications, as well as production technologies. If Celanese
  is unsuccessful in developing new products, applications and production processes
  in the future, its competitive position and operating results will be negatively
  affected. Likewise, Celanese has undertaken and is continuing to undertake initiatives
  in all segments to improve productivity and performance and to generate cost
  savings. There can, however, be no assurance that these initiatives will be
  completed or beneficial or that the estimated cost savings from such activities
  will be realized.

6

---

Environmental liabilities
  and compliance costs may have a significant negative effect on Celaneses
  operating results

Costs
  related to Celaneses compliance with and potential obligations under environmental
  laws for remediation of contaminated sites may have a significant negative impact
  on its operating results. These include obligations related to sites currently
  or formerly owned or operated by Celanese, or where waste from its operations
  was disposed. Celanese also has obligations related to the indemnity agreement
  contained in the demerger and transfer agreement between Celanese AG and Hoechst,
  also referred to as the Demerger Agreement. Celaneses accruals for environmental
  remediation obligations may be insufficient if the assumptions underlying those
  accruals prove incorrect or if Celanese is held responsible for currently undiscovered
  contamination. See Celanese and Hoechst have obligations to pay each other
  certain amounts, some of which are not yet determinable below and Item
  4. Information on the Company  Environmental and Other Regulation.

Stricter
  environmental, safety and health laws, regulations and enforcement policies
  could result in substantial costs and liabilities to Celanese and could subject
  Celaneses handling, manufacture, use, reuse or disposal of substances
  or pollutants to more rigorous scrutiny than at present. Consequently, compliance
  with these laws could result in significant capital expenditures as well as
  other costs and liabilities and materially adversely affect Celaneses
  business and operating results.

Furthermore,
  Celanese is involved in several claims, lawsuits and administrative proceedings
  relating to environmental matters. While Celanese does not believe, based upon
  currently available facts, that the ultimate resolution of any such pending
  matters will have a material adverse effect on Celaneses operating results,
  an adverse outcome in any of them may negatively affect Celaneses earnings
  in a particular reporting period.

Changes in environmental,
  health and safety regulatory requirements could have a significant negative
  effect on the demand for Celaneses products

New
  or revised governmental regulations relating to health, safety and the environment
  may also affect demand for Celaneses products.

Various
  United States programs, including the Voluntary Childrens Chemical Evaluation
  Program and High Production Volume Chemical Initiative, and various European
  Commission programs, including the White Paper on Strategy for a Future Chemicals
  Policy, will potentially require toxicological testing and risk assessments
  of a wide variety of chemicals, including chemicals used or produced by Celanese.

Pursuant
  to the European Union regulation on Risk Assessment of Existing Chemicals, the
  European Chemicals Bureau of the European Commission has been conducting risk
  assessments on approximately 140 major chemicals. Some of the chemicals initially
  being evaluated include competitors products, such as styrene and 1,3-butadiene,
  as well as Celaneses product vinyl acetate monomer or VAM. These risk
  assessments entail a multi-stage process to determine whether and to what extent
  the Commission should classify the chemical as a carcinogen and, if so, whether
  this classification, and related labeling requirements, should apply only to
  finished products that contain specified threshold concentrations of the chemical.
  In the case of VAM, a final ruling is not expected for several years. Celanese
  and other VAM producers are participating in this process with detailed scientific
  analyses supporting the industrys position that labeling should not be
  required but that, if it is, should only be at high concentration levels. Because
  Celanese and the other VAM producers are in the early stages of the process,
  it is not possible for Celanese to predict the outcome or effect of any final
  ruling.

Depending
  on the outcome of the above-mentioned assessments in the United States and Europe,
  additional requirements may be placed on the production, handling, labeling
  or use of the subject chemicals. Such additional requirements could increase
  the cost incurred by Celaneses customers to use its chemical products
  and otherwise limit the use of these products, which could adversely affect
  the demand for these products.

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Celaneses
  production facilities handle the processing of some volatile and hazardous materials
  which subject Celanese to operating risks which could adversely affect Celaneses
  operating results

Celaneses
  operations are subject to operating risks associated with chemical manufacturing,
  including the related storage and transportation of raw materials, products
  and wastes. These hazards include, among other things:

- Pipeline and storage
    tank leaks and ruptures;
- Explosions and fires;
    and
- Discharges or releases
    of toxic or hazardous substances.

These
  operating risks can cause personal injury, property damage and environmental
  contamination, and may result in the shutdown of affected facilities and the
  imposition of civil or criminal penalties. The occurrence of any of these events
  may materially adversely affect the productivity and profitability of a particular
  manufacturing facility and Celaneses operating results.

Celanese
  maintains property, business interruption and casualty insurance which it believes
  is in accordance with customary industry practices, but Celanese cannot provide
  any assurance that this insurance will be adequate to fully cover all potential
  hazards incidental to its business.

For
  more detailed information on environmental issues, see Item 4. Information
  on the Company  Environmental and Other Regulation.

Fluctuations in
  exchange and interest rates may affect Celaneses operating results

Celanese
  is exposed to market risk through commercial and financial operations. Celaneses
  market risk consists principally of exposure to fluctuations in currency exchange
  rates and interest rates. Celanese has policies of hedging against changes in
  currency exchange rates and interest rates as described below.

As
  Celanese conducts a significant portion of its operations outside the euro zone,
  fluctuations in currencies of countries outside the euro zone, especially the
  U.S. dollar, may materially affect Celaneses operating results. For example,
  changes in currency exchange rates may affect:

- The relative prices
    at which Celanese and its competitors sell products in the same market; and
- The cost of items required
    in Celaneses operations.

From
  time to time, Celanese uses financial instruments to hedge its exposure to foreign
  currency fluctuations. The notional amounts under forward contracts outstanding
  at December 31, 2001 were €1,013 million.

Celanese
  holds a variety of interest rate sensitive assets and liabilities to manage
  the liquidity and cash needs of its day-to-day operations. Celanese is primarily
  exposed to changes in interest rates in the U.S. dollar and the euro. To manage
  these risks, Celanese enters into interest rate swap agreements to reduce the
  exposure of interest rate risk inherent in Celaneses debt portfolio. Celanese
  uses swaps for hedging purposes only. The maturities of these swaps depend on
  the underlying debt portfolio.

Celanese and Hoechst
  have obligations to pay each other certain amounts, some of which are not yet
  determinable

Under
  the Demerger Agreement, Celanese agreed to indemnify Hoechst for environmental
  liabilities that Hoechst may incur with respect to Celaneses German production
  sites, which were transferred from Hoechst to Celanese in connection with the
  demerger. Celanese also agreed to indemnify Hoechst against liabilities for
  environmental damages or contamination arising under 19 divestiture agreements
  entered into by Hoechst prior to the demerger. As the indemnification obligations
  depend on the occurrence of unpredictable future events, the costs associated
  with them are not yet determinable and may materially affect operating results.

8

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Celaneses
  obligation to indemnify Hoechst against liabilities for environmental contamination
  in connection with the divestiture agreements is subject to the following thresholds:

- Celanese will indemnify
    Hoechst for the total amount of these liabilities up to €250 million;
- Hoechst will bear the
    full amount of those liabilities between €250 million and €750 million; and
- Celanese will indemnify
    Hoechst for one third of those liabilities for amounts exceeding €750 million.

As
  of December 31, 2001, €20 million had been spent to date by Celanese for environmental
  contamination liabilities in connection with the divestiture agreements. Celanese
  has additional reserves of €111 million as of December 31, 2001, for this contingency
  and may be required to record additional reserves in the future.

Also,
  Celanese has undertaken in the Demerger Agreement to indemnify Hoechst to the
  extent that Hoechst is required to discharge liabilities, including tax liabilities,
  in relation to assets included in the demerger, where such liabilities have
  not been demerged due to transfer or other restrictions. Celanese did not make
  any payments to Hoechst in 2001 in connection with this indemnity.

Under
  the Demerger Agreement, Celanese will also be responsible, directly or indirectly,
  for all obligations to past employees of Hoechst businesses that were demerged
  to Celanese. Under the Demerger Agreement, Hoechst agreed to indemnify Celanese
  from liabilities (other than liabilities for environmental contamination) stemming
  from the agreements governing the divestiture of Hoechsts polyester businesses,
  which were demerged to Celanese, so far as such liabilities relate to the European
  part of the business. Hoechst has also agreed to bear 80 percent of the financial
  obligations arising in connection with the government investigation and litigation
  associated with the sorbates industry for price fixing described in Item
  8. Financial Information  Legal Proceedings and Note 24 to the Consolidated
  Financial Statements, and Celanese has agreed to bear the remaining 20 percent.

Kuwait Petroleum
  Corporation holds a significant number of shares in Celanese and may be able
  to block some corporate actions

Kuwait
  Petroleum Corporation owned 28.6 percent of the Celanese shares outstanding
  as of December 31, 2001. Kuwait Petroleum Corporation may have the ability,
  as a matter of German corporate law, to block some corporate actions by Celanese
  such as mergers, spin-offs and capital measures which require either a majority
  of 75 percent of the votes cast or 75 percent of the share capital represented
  at a shareholders meeting. Celanese is not aware of any voting agreements
  or agreements of any kind between Kuwait Petroleum Corporation and any of Celaneses
  other shareholders. In addition, an officer of Kuwait Petroleum Corporation
  has been elected as one of the shareholder representatives on the Supervisory
  Board of Celanese.

Item 4.    Information
  on the Company

Introduction

Celanese
  is incorporated as a stock corporation organized under the laws of the Federal
  Republic of Germany. Celaneses registered office is located at Frankfurter
  Straße 111, 61476 Kronberg/Taunus, Germany, telephone +49 69 305 16000.

History and Development
  of the Company

Celanese
  traces its roots to 1918 when The American Cellulose & Chemical Manufacturing
  Company was founded in the United States by two Swiss brothers, Drs. Camille
  and Henry Dreyfus, to produce acetate fibers for fabrics used in linings, apparel
  and home furnishings.

Following
  the successful start-up of this company, Celanese expanded its operations in
  the United States. In the mid-1940s, Celanese commenced operation of facilities
  for the production of basic chemicals and chemical intermediates. In the 1950s,
  Celanese became a supplier of acetate tow.

In
  the 1960s, Celanese further expanded the scope of its activities. Celanese started
  production of non-cellulosic fibers, such as polyester and nylon, and developed
  and commercialized acetyl copolymer resin technology.

9

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Since
  the mid-1940s, Celanese constructed and acquired significant production and
  research facilities in North America and abroad, and also entered into a number
  of joint ventures in North America, Europe and the Far East with other acetate,
  basic chemicals and plastics producers. In particular, in the technical polymers
  area, Celanese entered into two joint ventures, one with Hoechst, which was
  named Ticona, and another with the Japanese company Daicel Chemical Industries
  Ltd. (Daicel), named Polyplastics Co., Ltd. (Polyplastics),
  to manufacture and market acetyl copolymer resins based on Celanese licensed
  technology.

In
  1987, Hoechst acquired Celanese Corporation. Following the acquisition, Hoechst
  proceeded to integrate its complementary chemicals and technical polymers operations
  with the businesses of Celanese, establishing a combined basic chemicals, acetates
  and technical polymers business of global scale.

In
  1994, Hoechst embarked on a comprehensive review and re-evaluation of its strategic
  goals. Hoechst decided to concentrate on life sciences and to transfer operational
  responsibility for the different businesses to the management of legally separate
  companies. In implementing the strategy to realign and to change the focus of
  its business, Hoechst restructured and divested many of its activities in the
  industrial sector. As part of this process, Hoechst shareholders, at an extraordinary
  general meeting on July 15 and 16, 1999, approved the demerger, or spin-off,
  to Celanese AG of the basic chemicals, acetates and technical polymers businesses
  that were reported by Hoechst in its Celanese and Ticona segments, as well as
  some other businesses and activities of Hoechst. The demerger became effective
  on October 22, 1999. On that date, Hoechst distributed all of the outstanding
  shares of Celanese to Hoechsts shareholders, with each Hoechst shareholder
  receiving one Celanese share for every 10 Hoechst shares owned.

Business Summary

Celanese
  is a leading global industrial chemicals company with strong competitive positions
  in its major products and production technologies. Its business involves processing
  chemical raw materials, such as ethylene and propylene, and natural products,
  including natural gas and wood pulp, into value-added chemicals and chemical-based
  products. Celaneses leadership position is based on two key factors: its
  significant market shares and competitive cost structures in its major products.
  Celaneses competitive cost structures are based on economies of scale,
  vertical integration, technical know-how and the use of advanced technologies.
  The Celanese portfolio consists of five main business segments: Acetyl Products,
  Chemical Intermediates, Acetate Products, Technical Polymers Ticona and Performance
  Products.

In
  2001, Celanese had net sales of €5,097 million and an operating loss of €528
  million from continuing operations. At December 31, 2001, Celanese had approximately
  11,800 employees worldwide. Celanese has 30 production plants and five research
  centers in eleven countries. Most of Celaneses facilities are located
  in the Americas, principally in the three North America Free Trade Agreement,
  or NAFTA, countries: the United States, Canada and Mexico. Celanese also has
  major operations, including significant joint ventures in Asia. In 2001, 53
  percent of net sales was derived from sales in North America, 37 percent from
  sales in Europe, 8 percent from sales in Asia and Australia and 2 percent from
  sales in the rest of the world. Celanese has a large and diverse global customer
  base consisting principally of major industrial companies. In 2001, sales to
  the 10 largest customers of Celanese accounted for less than 20 percent of its
  net sales and the single largest customer represented less than 5 percent of
  its net sales.

Celaneses
  aggregate capital expenditures for property, plant and equipment were €231 million
  in 2001, €235 million in 2000, and €262 million in 1999. North America, Europe
  and Asia accounted for 68 percent, 31 percent and 1 percent, respectively, of
  Celaneses capital expenditures in 2001. The capital expenditures were
  financed by means of Celaneses operating cash flows, cash reserves and
  additional funds drawn down from existing credit facilities. See also Business
  Segments for capital expenditures by business segment. For a description
  of principal acquisitions and dispositions of businesses during the last three
  years, see Acquisitions and Divestitures, Item 5. Operating
  and Financial Review and Prospects  Summary of Consolidated Results 
  2001 Compared to 2000  Discontinued Operations, and Note 6 to the
  Consolidated Financial Statements.

As
  of December 31, 2001, Celanese had 50,334,891 shares outstanding and approximately
  110,000 shareholders. Its ordinary shares are traded on the Frankfurt Stock
  Exchange under the symbol CZZ and on the New York Stock Exchange under the symbol
  CZ.

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Segment Overview

Celanese
  is an integrated company that operates through five principal business segments:
  Acetyl Products, Chemical Intermediates, Acetate Products, Technical Polymers
  Ticona and Performance Products.

Acetyl
  Products. This segment produces and supplies acetyl products, including
  acetic acid, acetate esters, vinyl acetate monomer and polyvinyl alcohol. Acetic
  acid is a commodity used in the production of other basic chemicals. Acetate
  esters are used in coatings and inks. Vinyl acetate monomer is primarily used
  in a variety of adhesives, paints and coatings. Polyvinyl alcohol is made from
  vinyl acetate monomer and is used in adhesives, building products, paper coatings,
  films and textiles. Celanese is the worlds leading producer of acetic
  acid and vinyl acetate monomer and the largest North American producer of methanol,
  the major raw material used for the production of acetic acid. Celanese is the
  largest polyvinyl alcohol producer in North America and the second largest producer
  in the world.

Chemical
  Intermediates. This segment produces and supplies chemical intermediates,
  including acrylic acid, acrylate esters, organic solvents and other intermediates.
  Acrylic acid and acrylate esters are used in the manufacture of superabsorbent
  polymers, paints and coatings, adhesives and in water treatment applications.
  Most of the other chemicals produced in this segment are organic solvents and
  intermediates for pharmaceutical, agricultural and chemical products.

Acetate
  Products.This segment primarily produces and supplies acetate filament
  and acetate tow (filter products). Products from this segment are found in fashion
  apparel, linings, home furnishings and cigarette filters. Celanese is one of
  the worlds leading producers of acetate filament and acetate tow, including
  production by its joint ventures in Asia.

Technical
  Polymers Ticona. This segment develops, produces and supplies a broad
  portfolio of high performance technical polymers for application in automotive
  and electronics products and in other consumer goods, often replacing metal
  or glass. Together with its 45 percent-owned affiliate Polyplastics, its 50
  percent-owned affiliate Korean Engineering Plastics Company Ltd., and Fortron
  Industries, its 50-50 joint venture with Kureha Chemicals Industry of Japan,
  Celanese is a leading participant in the global technical polymers business.

Performance
  Products. This segment includes Trespaphan, the oriented polypropylene,
  or OPP, films business, which produces thin films used in packaging of products
  such as foodstuffs and cigarette packs, in labels and the production of capacitors.
  It also includes Nutrinova, the food ingredients business, which produces and
  sells high intensity sweeteners and food protection ingredients.

The
  table below illustrates each segments share of total segment net sales
  to external customers for the years ended December 31, 2001, 2000 and 1999.

Net Sales
  to External Customers by Segment

|                                |  |                                         |  |  |                             |   
|------------------------------- |  | --------------------------------------- |  |  | --------------------------- | --
|                                |  | Year
      Ended December 31,          
|                                |  |                                        
|                                |  | 2001                                    |  |  | 2000                        |   
|                                |  |                                         |  |  |                             |   
|                                |  | €                                       |  |  | %
      of
      Segment(1) |   
|                                |  |                                         |  |  |                             |   
|                                |  | (in
      millions, except percentages)
|                                |  |                                        
|Acetyl
      Products           |  | 2,062                                   |  |  |                             | 41
|Chemical
      Intermediates    |  | 977                                     |  |  |                             | 20
|Acetate
      Products          |  | 762                                     |  |  |                             | 15
|Technical
      Polymers Ticona |  | 773                                     |  |  |                             | 15
|Performance
      Products      |  | 440                                     |  |  |                             | 9 

|   
|---
|(1)

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Other Activities

The
  portfolio of Celanese contains other businesses and activities separate from
  its principal chemical operations, consisting primarily of general corporate
  functions, the innovative products subsidiaries Celanese Ventures GmbH and Celanese
  Advanced Materials, Inc., companies that provide infrastructure services, and
  other ancillary businesses. Celanese Advanced Materials, Inc. comprises the
  high performance polymer, polybenzimidazole or PBI, and the Vectran®polymer fiber product lines, which were transferred from the Acetate Products
  segment effective July 1, 2000. See Note 27 to the Consolidated Financial Statements
  for additional information.

Strategy

In
  2001, Celanese made substantial progress in a number of key strategic areas:

- Improve business
    performance through operational excellence:
    Celanese
      is undertaking a number of initiatives to improve performance through productivity
      and efficiency increases. They include:
    Focus
      and Forward Initiatives: Celanese exceeded the financial
      targets set under the Focus profit improvement initiative, which
      commenced in January 2001. The targets for 2001 consisted of reducing trade
      working capital by €100 million compared to end of year 2000 levels,
      controlling capital expenditures at or below the year 2000 level of €235
      million and a €100 million EBITDA contribution from programs to increase
      efficiency. At year-end 2001, trade working capital had declined by €306
      million and capital expenditures were €231 million compared to €235
      million in 2000. EBITDA improvements achieved as a result of cost cutting
      and efficiency measures were overshadowed by the effects of lower volumes
      and weak overall market conditions.
      The
        Forward initiative was announced at the end of August 2001
        and initiated additional restructuring and other measures to reduce costs.
        The initiative includes the planned closure of high-cost facilities and
        the simplification of administrative structures.
      Under
        both initiatives, Celanese identified the reduction of approximately 1,600
        positions, of which approximately 500 positions had been eliminated by
        the end of 2001 through the closure of eight high-cost facilities and
        the streamlining of plant and administrative operations. These initiatives
        also included closing acetyl production capacity in Canada, streamlining
        operations at two major Texas facilities, and shutting down a chemical
        distribution terminal and acetate filament production in South Carolina.
        These initiatives were all completed by the end of 2001. Celanese expects
        to realize further cost reductions and operational efficiencies resulting
        from these programs in 2002.
      Continuing
        Efforts in 2002 to Improve Efficiency and Performance: Early in
        2001, Celanese introduced into its chemicals segments Six Sigma, a business
        process that engages employees in projects that can yield significant
        revenue and profitability improvements. This process is continuing and
        is now being applied to many business and administrative functions. The
        implementation of Six Sigma is accompanied by a business excellence program,
        the first phase of which is aimed at improving operational processes such
        as enhancing computerized controls in manufacturing operations to reduce
        process variability and to maximize production output, as well as optimizing
        plant maintenance practices to improve reliability. The first phase also
        includes an integrated performance management system to develop, retain
        and attract employees. A key component of this program is Celaneses
        Talent Review Process, a comprehensive human resources program to identify
        and develop future leaders.
- Portfolio optimization
    and internal growth:
    In
      its Acetyl Products segment, Celanese intends to continue to selectively
      consider forward integration opportunities similar to the acquisition in
      2000 of the polyvinyl alcohol business of Air Products & Chemicals,
      Inc. In Ticona, Celanese broke ground in May 2001 for a 30,000 metric ton/year
      plant to manufacture GUR®ultra-high molecular weight polyethylene
      in Bishop, Texas. The new plant will double the GUR capacity in North America
      and replace the existing plant in Bayport, Texas. Ticona is also significantly
      increasing the capacity of its Vectra®liquid crystal polymers
      plant in Shelby, North Carolina. This expansion, which is scheduled to come
      on stream by mid-2002, will position Ticona to meet the projected long-term
      needs of the telecommunications industry and to develop emerging markets.
      In the food ingredients business of Celaneses Performance Products
      segment and the specialties business line of its Chemical Intermediates
      segment, Celanese is developing new products and services to meet emerging
      market needs.

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> Celanese
>     is exploring strategic options, such as joint ventures and other alternatives,
>     to optimize its OPP films business, which is part of the Performance Products
>     segment, and its under-performing oxo and acrylates businesses, which are
>     part of the Chemical Intermediates segment.

- Strengthen Celaneses
    established global presence:
    Celanese
      is moving ahead with strengthening its position in Asia. At the end of 2001,
      Celanese and Teijin Limited agreed that Teijin would provide marketing and
      technical assistance to Celanese, in support of Celaneses efforts
      to supply acetate filament to Teijins former customers. Teijin plans
      to close its acetate filament business by the end of the third quarter of
      2002. In acetate tow, Celanese is conducting a feasibility study with its
      Chinese partners to expand production capacity at their joint venture plants
      in China. In addition, Ticona, along with Polyplastics and Mitsubishi Gas
      Chemical Company, Inc., has received approval from the Chinese government
      to form a joint venture, which is planning to build a world-scale polyacetal
      plant in China.
- Enhance leading
    technology positions:
    During
      2001, Celanese achieved significant technology improvements in the production
      of acetic acid and vinyl acetate monomer, Celaneses two major chemical
      products. With its new AO Plus proprietary acid optimization
      technology, Celanese expanded its acetic acid capacity at the Clear Lake,
      Texas, plant by 20 percent to 1.2 million metric tons with minimal capital
      expenditure. The technology further improves the cost-effectiveness of the
      plant and can be implemented at other sites when needed. With its VAntage technology
      for vinyl acetate monomer, Celanese is able to significantly increase production
      efficiencies, further lower operating costs and expand capacity equivalent
      to a world-scale plant at 10 to 15 percent of the cost of building a new
      unit. Celanese continues to pursue the development of membrane electrode
      assemblies for high temperature fuel cells, with plans to build a pilot
      plant in Germany in 2002.
- Generate value-added
    solutions for customers:
    Celanese
      continues to make process and product improvements that generate value-added
      solutions for customers. Ticona has developed a new high-precision injection
      molding process for manufacturing chip carriers using its Vectra®
      liquid crystal polymer. This process has made significant advances in the
      miniaturization, safety and speed of modern IT products, such as mobile
      phones and electronic control systems for engines and notebook computers.
      This technology offers considerable advantages to the semiconductor industry,
      including fewer production steps, reduced weight, greater temperature and
      dimensional stability, and reliable interconnection density. Nutrinova has
      successfully offered sweetening solutions for foods and beverages made with
      Sunett®, also known as acesulfame-K, a high intensity sweetener.
      Formulations incorporating Sunett provide a greater sugar-like taste, as
      well as longer shelf life and a cost savings to the customer for sweetening
      agents.

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Business Segments

Acetyl Products

The
  Acetyl Products segment consists of three business lines: Acetyl Chain, Acetyl
  Derivatives and Polyols, and Polyvinyl Alcohol. All business lines in this segment
  conduct business using the Celanese trade name, except Polyvinyl
  Alcohol, which uses the trademark Celvol®. The following table
  lists key Acetyl Products and their major markets.

|                            |  | 
|--------------------------- |  | 
|Key
      Acetyl Products   |  | 
|                            |  | 
|Methanol                    |  | 
|                            |  | 
|Acetic
      Acid           |  | 
|                            |  | 
|Acetic
      Anhydride      |  | 
|                            |  | 
|Vinyl
      Acetate Monomer |  | 
|                            |  | 
|Acetate
      Esters        |  | 
|                            |  | 
|Polyvinyl
      Alcohol     |  | 
|                            |  | 

Business
  Lines

Acetyl
  Chain. The acetyl chain business line produces:

- Methanol, a basic chemical
    building block used in the production of a variety of chemical intermediates,
    is principally used internally in the production of formaldehyde and acetic
    acid. The balance is sold to the merchant market.
- Acetic acid, used to
    manufacture vinyl acetate monomer and other acetyl derivatives. Celanese manufactures
    acetic acid for its own use, for example, by the Acetyl Derivatives &
    Polyols business line. Celanese also sells acetic acid to third parties, including
    producers of purified terephthalic acid, or PTA, and to other participants
    in the acetyl derivatives business.
- Vinyl acetate monomer,
    used in a variety of adhesives, paints, films, coatings and textiles.
- Acetic anhydride, a
    raw material used in the production of cellulose acetate, detergents and pharmaceuticals.
- Acetaldehyde, a major
    feedstock for the production of polyols. Acetaldehyde is also used in other
    organic compounds such as pyridines, which are used in agricultural products.

Celanese
  is the worlds leading producer of acetic acid and vinyl acetate monomer
  according to the Tecnon Orbichems Acetic Acid and Vinyl Acetate 1999-2009
  World Survey. According to 2001 data from Tecnon Orbichem and other sources,
  Celanese is the largest producer of methanol in North America.

Acetic
  acid, methanol, and vinyl acetate monomer, like other commodity products, are
  characterized by cyclicality in pricing. The principal raw materials in these
  products are natural gas, which is purchased from numerous sources; ethylene,
  which Celanese purchases from multiple suppliers; carbon monoxide, which is
  both manufactured and purchased by Celanese under long-term contracts; methanol,
  which is both manufactured and purchased by Celanese under short-term contracts;
  and butane, which is purchased from several suppliers. All these raw materials,
  except carbon monoxide, are themselves commodities and are available from a
  wide variety of sources.

Celaneses
  production of acetyl chain products employs leading proprietary and licensed
  technologies, including proprietary acid-optimization technology. Management
  believes that Celaneses Clear Lake, Texas and Singapore facilities, which
  use these technologies, are some of the worlds lowest cost acetic acid
  plants. In March 2001, Celanese announced an important development in its proprietary
  acid optimization technology, AO Plus, for the production of acetic
  acid. AO Plus was first implemented at Celaneses Clear Lake plant, enabling
  a 20 percent increase in capacity with
  minimal investment required. In July 2001, Celanese announced a significant

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improvement in its vinyl acetate monomer technology. The new proprietary technology,
  VAntage, will significantly increase production efficiencies, further
  lower operating costs and increase capacity at 10-15 percent of the cost of
  building a new plant.

Acetyl
  Derivatives and Polyols. The acetyl derivatives and polyols business line
  produces a variety of solvents, polyols, formaldehyde and other products, which
  in turn are used primarily in the manufacture of paints, coatings, and adhesives.

Many
  acetyl derivatives products are derived from Celaneses production of acetic
  acid and oxo alcohols. Primary products are:

- Ethyl acetate, an acetate
    ester that is a solvent used in coatings, inks and adhesives and in the manufacture
    of, among other things, photographic films and coated papers;
- Butyl acetate, an acetate
    ester that is a solvent used in inks, pharmaceuticals and perfume;
- Propyl acetate, an acetate
    ester that is a solvent used in inks, lacquers and plastics;
- Methyl ethyl ketone,
    a solvent used in the production of printing inks and magnetic tapes;
- Butyric acid, an intermediate
    for the production of esters used in artificial flavors;
- Propionic acid, an organic
    acid used to protect and preserve grain; and
- Formic acid, an organic
    acid used in textile dyeing and leather tanning.

Polyols
  and formaldehyde products are derivatives of methanol and are made up of the
  following products:

- Formaldehyde, primarily
    used to produce adhesive resins for plywood, particle board, polyacetal engineering
    resins and a compound used in making polyurethane;
- Polyol products such
    as pentaerythritol, used in coatings and synthetic lubricants; trimethylolpropane,
    used in synthetic lubricants; neopentyl glycol, used in powder coatings; and
    1,3 butylene glycol, used in flavorings and plasticizers.

Acetyl
  derivatives and polyols are commodity products characterized by pricing cycles.
  The principal raw materials used in the acetyl derivatives business line are
  acetic acid, various alcohols and methanol, all of which Celanese manufactures
  for its own use as well as for sales to third parties, including its competitors
  in the acetyl derivatives business. Celanese purchases all its acetaldehyde
  requirements for its North American operations from Petroleos Mexicanos, the
  Mexican national oil company. Petroleos Mexicanos has been a reliable supplier.
  Acetaldehyde is also available from other sources.

Polyvinyl
  Alcohol. Polyvinyl alcohol is a performance chemical engineered to
  satisfy particular customer requirements. It is used in adhesives, building
  products, paper coatings, films and textiles. The primary raw material to produce
  polyvinyl alcohol is vinyl acetate monomer, while acetic acid is produced as
  a by-product. Prices vary depending on industry segment and end use application.
  Products are sold on a global basis, and competition is from all regions of
  the world. Therefore, regional economies and supply and demand balances affect
  the level of competition in other regions. According to Chemical Marketing Reporter,
  Celanese is the largest North American producer of polyvinyl alcohol and the
  second largest producer in the world. Celanese purchased the polyvinyl alcohol
  business line from Air Products and Chemicals, Inc. in September 2000.

Facilities

The
  Acetyl Products segment has production sites in the United States, Canada, Mexico,
  Singapore, Spain and Germany. Celanese also participates in a joint venture
  in Saudi Arabia which produces methanol and MTBE. Over the last few years, Celanese
  has continued to shift its production capacity to lower cost production facilities
  while expanding in growth markets. An example of this is Celaneses shut
  down of its vinyl acetate monomer, acetic acid and pentaerythritol production
  units in Edmonton, Alberta, Canada. The pentaerythritol unit was shut down at
  the end of 2001, while the vinyl acetate monomer and acetic acid units were
  shut down in early 2002. Customers who purchased acetic acid or vinyl acetate
  monomer from the Edmonton facility will be supplied from the Clear Lake, Texas
  plant. Customers who purchased pentaerythritol from the Edmonton facility will
  be supplied from the Bishop, Texas plant.

15

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Capital
  Expenditures

The
  Acetyl Products segments capital expenditures for property, plant and
  equipment were €43 million, €80 million, and €127 million for the years 2001,
  2000 and 1999, respectively. The capital expenditures incurred during these
  years related to efficiency and safety improvement-related items associated
  with the normal maintenance of the business, while the capital expenditures
  incurred during 1999 and 2000 also related to the construction of the acetic
  acid and acetate esters plants at Celaneses Singapore site.

Markets

The
  following table illustrates net sales by destination of the Acetyl Products
  segment by geographic region for the years ended December 31, 2001, 2000 and
  1999.

Net Sales
  by Destination  Acetyl Products

|                    | Year
      Ended December 31,          
|------------------- | ---------------------------------------
|                    |                                        
|                    | 2001                                   
|                    |                                        
|                    | €                                      
|                    |                                        
|                    | (in
      millions, except percentages)
|                    |                                        
|North
      America | 996                                    
|Europe/Africa       | 678                                    
|Asia/Australia      | 323                                    
|Rest
      of World | 65                                     

In
  the acetyl chain business line, the methanol market is highly regional and highly
  dependent on the demand for products made from methanol. In addition to its
  own production demands for methanol, Celaneses production is used by manufacturers
  of chemical intermediates and to a lesser extent, by manufacturers in the wood
  products industry. Methanol is mainly sold into the merchant market to a few
  regional customers. Celanese typically enters into short-term contracts for
  the sale of methanol. Acetic acid and vinyl acetate monomer are global businesses
  which have several large customers. Generally, Celanese supplies these global
  customers under multi-year contracts. The customers of acetic acid and vinyl
  acetate monomer produce polymers used in water-based paints, adhesives, paper
  coatings, film modifiers and textiles. Celanese has long-standing relationships
  with most of these customers.

Acetyl
  derivatives and polyols are sold to a diverse group of regional and multinational
  customers both under multi-year contracts and on the basis of long-standing
  relationships. The customers of acetyl derivatives are primarily engaged in
  the production of paints, coatings and adhesives. In addition to its own demand
  for acetyl derivatives to produce cellulose acetate, Celanese sells acetyl derivatives
  to other participants in the cellulose acetate industry. Celanese manufactures
  formaldehyde for its own use as well as for third parties such as manufacturers
  in the wood products industry. Formaldehyde is mainly sold into the merchant
  market to a few regional customers. The sale of formaldehyde, primarily to customers
  in the chemical derivatives industry, is largely based on long-term agreements.
  Polyols are sold globally to a wide variety of customers, primarily in the coatings
  and resins and the specialty products industries.

Polyvinyl
  alcohol is sold to a diverse group of regional and multinational customers mainly
  under single year contracts. The customers of the polyvinyl alcohol business
  line are primarily engaged in the production of adhesives, paper, films, building
  products, and textiles.

Competition

Principal
  competitors of Celanese in the Acetyl Products segment include Acetex Corporation,
  Borden Chemical, Inc., BP p.l.c. (BP), Chang Chun Petrochemical
  Co., Ltd., Clariant AG, Daicel, The Dow Chemical Company (Dow),
  Eastman Chemical Corporation (Eastman), E. I. Du Pont de Nemours
  and Company (DuPont), Methanex Corporation (Methanex),
  Millennium Chemicals Inc. (Millennium), Nippon Goshei, Perstorp
  Inc., and Showa Denko K.K., Kuraray Co. Ltd.

16

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Chemical Intermediates

The
  Chemical Intermediates segment consists of three business lines: acrylates,
  oxo products and specialties. All business lines in this segment conduct business
  using the Celanese trade name. The following table lists key Chemical
  Intermediates products and their major markets.

| |  |                                          
| |  | -----------------------------------------
| |  | Key
      Chemical Intermediates Products
| |  |                                          
| |  | Acrylic
      Acid and Acrylate Esters   
| |  |                                          
| |  | Amines                                   
| |  |                                          
| |  | Carboxylic
      Acids                   
| |  |                                          
| |  | Oxo
      Alcohols                       
| |  |                                          

Business Lines

Acrylates.
  The acrylates business line produces and supplies acrylic acid and a variety
  of acrylate esters, which consist of methyl acrylate, ethyl acrylate, butyl
  acrylate and 2-ethylhexyl acrylate.

The
  primary end uses of acrylic acid and acrylate esters are in the manufacture
  of:

- Superabsorbent polymers
    that are used, for example, in diapers;
- Paints and coatings;
- Adhesives; and
- Water treatment applications,
    such as flocculating agents.

Prices
  for acrylate products are subject to the cyclical trends in the basic chemicals
  industry.

The
  primary raw materials for these products are propylene, which Celanese purchases
  from a variety of sources, and oxo alcohols, which Celanese produces itself.

Oxo.
  The oxo business line produces organic solvents and intermediates such as:

- Butanol, used as a solvent
    for lacquers, dopes and thinners, and as an intermediate in the manufacture
    of chemicals, such as butyl acrylate;
- Propanol, used as an
    intermediate in the production of amines for agricultural chemicals, and as
    a solvent for inks, resins, insecticides and waxes;
- Butyraldehyde, used
    in the production of polyols, alcohols, safety glass and fabric coatings,
    and as an intermediate for 2-ethylhexanol and butanol;
- Propionaldehyde, used
    in the manufacture of propanol, the synthesis of fertilizers, and in flavor
    and fragrance chemicals; and
- 2-ethylhexanol, used
    as an intermediate for plasticizers and fuel additives, and in the production
    of 2-ethylhexyl acrylate, which in turn is used to manufacture water based
    resins for paint, textiles and paper coatings.

Generally,
  demand for oxo products depends on developments in the construction and automotive
  industries. Uses for this business lines products are, to a large degree,
  in the manufacture of lacquers and paints, as well as in plasticizers, which
  can be found in floorings, polyvinyl chloride or PVC flex cables, synthetic
  leather and covers for car chassis. They are also used in smaller scale automotive
  applications, such as safety glass, synthetic motor oils or as octane enhancers.

Prices
  for oxo products, like other basic chemical commodity prices, follow cyclical
  trends.

The
  primary raw materials for these products are ethylene and propylene, both of
  which are purchased from a variety of sources, and synthesis gas, which is manufactured
  from crude oil or natural gas.

A
  substantial portion of the oxo business line products is consumed by other Celanese
  business lines.

17

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Specialties.
  The specialties business line produces:

- Carboxylic acids such
    as pelargonic acid, used in detergents and synthetic lubricants, and heptanoic
    acid, used in plasticizers and synthetic lubricants;
- Amines such as methyl
    amines, used in agrochemicals, monoisopropynol amines, used in herbicides,
    and butyl amines, used in the treatment of rubber and in water treatment;
    and
- Oxo derivatives and
    special solvents, such as crotonaldehyde, which is used by the Performance
    Products segment for the production of sorbates, as well as raw materials
    for the fragrance and food ingredients industry.

The
  prices for these products are relatively stable due to long-term contracts with
  customers whose industries are not generally subject to the cyclical trends
  of commodity chemicals.

The
  primary raw materials for these products are olefins and ammonia, which are
  purchased from world market suppliers based on international prices.

Facilities

The
  Chemical Intermediates segment has production sites in the United States, Germany
  and Mexico. In addition, Celanese operates acrylic acid and acrylate esters
  units at a plant located in Böhlen, Germany that is owned by Dow. Through
  long term supply arrangements, Celanese participates in approximately 50 percent
  of the Böhlen plants output.

Capital
  Expenditures

The
  Chemical Intermediates segments capital expenditures for property, plant
  and equipment were €30 million, €40 million, and €46 million for the years 2001,
  2000 and 1999, respectively. Capital expenditures in all three years related
  to efficiency and safety improvement-related items associated with the normal
  maintenance of the business. The capital expenditures incurred in 1999 also
  included expenditures related to low cost incremental expansions made in response
  to product demand. 2001 capital expenditures also included spending for a new
  plant for synthesis gas, an important raw material for the production of oxo
  and specialties, at Celaneses Oberhausen site. The new plant is scheduled
  to come on stream in the second half of 2003 and will allow Celanese to considerably
  reduce its production costs.

Markets

The
  following table illustrates the destination of the net sales of the Chemical
  Intermediates segment by geographic region for the years ended December 31,
  2001, 2000 and 1999.

Net
  Sales by Destination  Chemical Intermediates

|                    | Year
      Ended December 31,          
|------------------- | ---------------------------------------
|                    |                                        
|                    | 2001                                   
|                    |                                        
|                    | €                                      
|                    |                                        
|                    | (in
      millions, except percentages)
|                    |                                        
|North
      America | 494                                    
|Europe/Africa       | 355                                    
|Asia/Australia      | 100                                    
|Rest
      of World | 28                                     

Celaneses
  acrylates business line serves a broad customer base across several end uses
  and regions. Due to the consolidation of superabsorbent polymer manufacturers
  with other acrylates producers, Celanese is shifting its focus to other areas
  of the acrylates market, where there are growing needs for acrylate esters
  performance characteristics and increased potential for substituting acrylate
  esters with competing products. Both the acrylates and the oxo markets are characterized
  by oversupply and numerous competitors. Celaneses oxo business line has
  a broad customer base, and Celanese has long-standing relationships with most
  of these customers.

18

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The
  specialties business line primarily serves global markets in the synthetic lubricant,
  agrochemical, rubber processing and other specialty chemical areas. Much of
  the specialties business line involves one customer, one product
  relationships, where the business develops customized products with the customer,
  but the specialties business line also sells several chemicals which are priced
  more like commodity chemicals.

Competition

The
  Chemical Intermediates segment competes with, among others, Air Products, Atofina
  S.A., BASF AG (BASF), Dow, Eastman, Nippon Shokubai Co., Ltd, and
  Rohm & Haas Company.

Acetate
  Products

The
  Acetate Products segment consists of two major business lines, acetate filament
  and acetate filter products. Both these business lines use the Celanese
  brand to market their products. The following table lists key products of the
  Acetate Products segment and their major markets.

| |                            | 
| | -------------------------- | 
| | Key
      Acetate Products | 
| |                            | 
| | Acetate
      Filament     | 
| |                            | 
| | Acetate
      Tow          | 
| |                            | 

Business
  Lines

Products
  from the two major business lines are found in fashion apparel, linings and
  home furnishings and cigarette filters. Celanese is one of the worlds
  leading producers of both acetate filament and acetate tow, including production
  of acetate tow by its joint ventures in Asia.

Acetate
  products are made by processing wood pulp with acetic anhydride to form acetate
  flake. Celanese purchases wood pulp that is made from reforested trees from
  major suppliers and produces acetic anhydride internally. The acetate flake
  is then further processed into acetate fiber in the form of a tow band or filament.
  The acetate filament business line supplies products primarily to the textiles
  industry. Demand for acetate filament is dependent on fashion trends and the
  world economy. Fashion changes, such as the trend to casual office wear, have
  negatively affected demand for lining and shell material. In addition, market
  conditions in North America and Asia have significantly affected the global
  textile business and negatively affected consumption of all fibers, including
  acetate. Product substitution from acetate filament to polyester fibers has
  also occurred. Celanese is working more closely with downstream apparel manufacturers
  and major retailers to increase awareness of acetates suitability for
  high-end fashion apparel due to its breathable and luxurious qualities. Celanese
  is also pursuing opportunities in other market segments such as mens shirts
  and trousers.

Celanese
  and Teijins plans to form a 50-50 joint venture to supply the Asian market
  with acetate filament were discontinued as a result of a further weakening in
  the Asian market for filament. Teijin announced plans to close its acetate filament
  business by the end of the third quarter of 2002. Teijin has agreed to assist
  Celanese with qualifying its acetate filament for use by Teijins former
  customers beginning in January 2002, by, among other things, providing Celanese
  with marketing and technical support.

The
  acetate filter products business line produces acetate tow, which is used primarily
  in cigarette filters. Currently, the acetate tow market is characterized by
  oversupply, and projected demand growth is low.

Celanese
  has a 30 percent interest in three manufacturing joint ventures with Chinese
  state-owned enterprises that produce cellulose acetate flake and tow in China.
  Additionally, Celanese sells cellulose acetate tow to the state-owned tobacco
  enterprises. World demand for acetate tow increased substantially during the
  early to mid-1990s, principally as a result of decisions by state-owned tobacco
  enterprises in China to convert production from unfiltered to filtered cigarettes.
  With the Chinese conversion to filtered cigarettes being substantially complete,
  demand growth in China for filtered cigarettes has slowed significantly. However,
  as demand for acetate tow in China exceeds local supply, Celanese and its Chinese
  partners are evaluating expansion of their manufacturing joint ventures by 50
  percent. Increases in manufacturing capacity of the joint ventures would likely
  reduce the volume of Celaneses direct sales of cellulose acetate tow to
  China, but the dividends paid by the joint ventures to Celanese should increase.
  A decision on expansion is expected in 2002.

19

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The
  Acetate Products segment is continuing its cost reduction and operations improvement
  efforts. These efforts are directed toward reducing costs while achieving higher
  productivity of employees and equipment. Celanese is taking major steps to restructure
  its acetate products businesses as part of its strategy to maximize its global
  manufacturing efficiency. In 2001, these steps included the following actions:

- The Rock Hill, South
    Carolina acetate filament production was shut down at the end of the fourth
    quarter, with acetate filament production being shifted to the Narrows, Virginia
    plant. The Rock Hill site will continue to produce acetate flake.
- Most of the Lanaken,
    Belgium acetate filament production was shut down at the end of the fourth
    quarter. The shut down will be completed by the end of the first quarter of
    2002. The Lanaken site will continue to produce acetate tow.
- Manufacturing costs
    at the Ocotlán, Mexico facility were reduced through downsizing and
    renegotiation of the collective bargaining agreements with employees.

In
  2000, Celanese shut down its Drummondville, Canada acetate filament facility
  and its acetate flake production in Ocotlán, Mexico in the first and
  third quarters, respectively.

Facilities

The
  Acetate Products segment has production sites in the United States, Canada,
  Mexico and Belgium, and participates in three manufacturing joint ventures in
  China.

Capital
  Expenditures

The
  Acetate Products segments capital expenditures for property, plant and
  equipment were €35 million, €30 million, and €30 million for the years 2001,
  2000 and 1999, respectively. The capital expenditures incurred during these
  years related to the relocation of the acetate filament production within North
  America, as well as to efficiency and safety improvement-related items associated
  with the normal maintenance of the business.

Markets

The
  following table illustrates the destination of the net sales of the Acetate
  Products segment by geographic region for the years ending December 31, 2001,
  2000 and 1999.

Net
  Sales by Destination  Acetate Products

|                    | Year
      Ended December 31,          
|------------------- | ---------------------------------------
|                    |                                        
|                    | 2001                                   
|                    |                                        
|                    | €                                      
|                    |                                        
|                    | (in
      millions, except percentages)
|                    |                                        
|North
      America | 253                                    
|Europe/Africa       | 269                                    
|Asia/Australia      | 218                                    
|Rest
      of World | 22                                     

In
  the acetate filament industry, Celaneses sales are made to a large number
  of textile companies which range in size from the largest in the industry to
  others which are quite small. The textile companies either weave or knit the
  acetate filament yarns to produce greige fabrics. The greige fabrics are then
  dyed and finished, either by the greige fabrics manufacturer or by converters
  who buy the fabrics and contract with dyeing and finishing companies to process
  the fabrics. The finished fabrics are sold to manufacturers who cut and sew
  the fabrics into apparel for retail stores. The textile industry, in particular
  the apparel portion of the industry, continues to undergo structural changes
  as production moves from high-wage to low-wage countries. In recent years, this
  has resulted in a changing customer base for all participants in the textile
  chain from the yarn manufacturer to the garment manufacturer. Market conditions
  in North America and Asia have reduced profitability in the global textile industry,
  with many manufacturers in the textile chain reducing capacity, vertically integrating
  with other manufacturers or exiting from the business. Product substitution
  to polyester fibers has also occurred. Celaneses

20

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acetate filament business
  has been adversely affected by these trends in the industry. Higher energy and
  raw materials prices coupled with increased price competition worldwide continue
  to have an unfavorable impact on the business operating results.

Sales
  in the acetate filter products industry are principally to the major tobacco
  companies that account for a majority of worldwide cigarette production. Celanese
  typically enters into both long-term and short-term contracts with its major
  customers. Celaneses contracts with its largest customer, with which it
  has a long-standing relationship, have been entered into on a year-by-year basis.
  In recent years, the cigarette industry has experienced consolidation. In the
  acetate filter products industry, changes in the cigarette manufacturer customer
  base and shifts among suppliers to those customers have had significant effects
  on acetate tow prices in the industry as a whole.

Competition

Principal
  competitors in the Acetate Products segment include Acordis Industrial Nederland
  bv, Daicel, Eastman, Mitsubishi Rayon Company, Limited, Novaceta S.p.a., and
  Rhodia S.A. (Rhodia).

Technical Polymers
  Ticona

Ticona
  develops, produces and supplies a broad portfolio of high performance technical
  polymers. The
  following table lists key Ticona products, their trademarks, and their major
  markets.

| |                                                                  | 
| | ---------------------------------------------------------------- | 
| | Key
      Ticona Products                                        | 
| |                                                                  | 
| | Hostaform®/Celcon®(Polyacetals)                                  | 
| |                                                                  | 
| | GUR®
      (Ultra High Molecular Weight Polyethylene or PE-UHMW) | 
| |                                                                  | 
| | Celanex®/Vandar®
      (Polyester Engineering Resins)            | 
| |                                                                  | 
| | Vectra®(Liquid
      Crystal Polymers)                           | 
| |                                                                  | 
| | Fortron®*
      (Polyphenylene Sulfide or PPS)                   | 
| |                                                                  | 
| | Celstran®,
      Compel®(long fiber reinforced thermoplastics)   | 
| |                                                                  | 

|* | Fortron
      is a registered trademark of Fortron Industries.
|- | --------------------------------------------------------------

Ticonas
  technical polymers have chemical and physical properties enabling them, among
  other things, to withstand high temperatures, resist chemical reactions with
  solvents and resist fracturing or stretching. These products are used in a wide
  range of performance-demanding applications in the automotive and electronics
  sectors and in other consumer and industrial goods, often replacing metal or
  glass.

Ticona
  is an innovation-oriented business. Ticona focuses its efforts on developing
  new markets and applications for its product lines, often developing custom
  formulations to satisfy the technical and processing requirements of a customers
  applications. Ticona is also developing new products such as Topas®,
  a metallocene catalyst based cycloolefin copolymer, or COC. Topas is in the
  initial marketing stage for applications where transparency, high temperature
  resistance and gas barrier properties are key requirements.

Ticonas
  customer base consists primarily of a large number of plastic molders and component
  suppliers, which are often the primary suppliers to original equipment manufacturers,
  or OEMs. Ticona works with these molders and component suppliers as well as
  directly with the OEMs to develop and improve specialized applications and systems.

Prices
  for most of these products, particularly specialized product grades for targeted
  applications, reflect the value added in complex polymer chemistry, precision
  formulation and compounding, and the extensive application

21

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development services provided.
  The specialized product lines are not particularly susceptible to cyclical swings
  in pricing. In standard grades, pricing is much more competitive, with many
  small minimum-service providers competing for volume sales.

Product
  Lines

Following
  is a description of Ticonas principal product lines.

Polyacetals
  are sold under the trademarks, Celcon® in North America and Hostaform® in
  Europe and the rest of the world. Polyplastics and Korean Engineering Plastics,
  in which Ticona holds 45 and 50 percent ownership interests, respectively, are
  leading suppliers of polyacetals and other engineering resins in the Asia/Pacific
  region. Polyacetals are used for mechanical parts, including door locks and
  seat belt mechanisms, in automotive applications and in electrical, consumer
  and industrial applications such as keyboards, ski bindings, and gears for appliances.

The
  primary raw material for polyacetals is formaldehyde, which is manufactured
  from methanol. Ticona currently purchases formaldehyde in the United States
  from Celaneses Acetyl Products segment and, in Europe, manufactures formaldehyde
  from purchased methanol. Methanol is a readily available commodity.

GUR®,
  an ultra high molecular weight polyethylene or PE-UHMW, is an engineered material
  used in heavy-duty automotive and industrial applications such as car battery
  separator panels and industrial conveyor belts, as well as in specialty medical
  and consumer applications, such as porous tips for marker pens, sports equipment
  and artificial prostheses. The basic raw material for GUR is ethylene, a widely
  available commodity chemical with cyclical pricing.

Polyesters
  such as Celanex® polybutylene terephthalate, or PBT, and Vandar®,
  a series of PBT-polyester blends, are used in a wide variety of automotive,
  electrical and consumer applications, including ignition system parts, radiator
  grilles, electrical switches, appliance housings, boat fittings and perfume
  bottle caps. Impet-Hi polyethylene terephthalate, or PET,
  is a polyester which exhibits rigidity and strength useful in large injection
  molded part applications, as well as high temperature resistance in automotive
  or electrical/electronic applications. Riteflex® is a co-polyester
  which adds flexibility to the range of high performance properties offered by
  Ticonas other products.

Liquid
  crystal polymers, or LCPs, such as Vectra®, are used in electrical
  and electronics applications and for precision parts with thin walls and complex
  shapes. Fortron®, a polyphenylene sulphide, or PPS, product,
  is used in a wide variety of automotive and other applications, especially those
  requiring heat and/or chemical resistance, including fuel system parts, radiator
  pipes and halogen lamp housings, and often replaces metal in these demanding
  applications. Fortron is manufactured by Fortron Industries, Ticonas 50-50
  joint venture with Kureha Chemicals Industry of Japan. Celstran®
  and Compel® are long fiber reinforced thermoplastics, which impart
  extra strength and stiffness, making them more suitable for larger parts than
  conventional thermoplastics. Celanese Nylon 6/6®, a polyamide,
  is resistant to lubricants and fuels, making it useful in automotive applications.

Raw
  materials for these products vary. Base monomers for polyesters, such as dimethyl
  terephthalate or DMT and PTA, are widely available with pricing dependent on
  the broader polyester fiber and packaging resins market conditions. Smaller
  volume specialty co-monomers for these products are typically supplied by a
  few companies. Celanese has entered into long-term contracts for the supply
  of intermediate raw materials to produce Celanese Nylon 6/6.

Facilities

Ticona
  has polymerization, compounding and research and technology centers in Germany
  and the United States, as well as additional compounding facilities in the United
  Kingdom and Brazil.

Capital
  Expenditures

Ticonas
  capital expenditures for property, plant and equipment were €97 million, €58
  million, and €40 million for the years 2001, 2000 and 1999, respectively. In
  addition to expenditures relating to efficiency and safety improvement-related
  items associated with the normal maintenance of the business, Ticonas
  principal areas of investment included the
  following: expanding its capacity for GUR ultra-high molecular weight polyethylene

22

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(PE-UHMW) by building a new 30,000 metric tons per year facility in Bishop,
  Texas, replacing the existing plant in Bayport, Texas, and doubling its U.S.
  capacity. The new plant is expected to come on stream in the second half of
  2002. Ticona is also significantly increasing the capacity of its Vectra®
  LCP plant in Shelby, North Carolina. This expansion, which is scheduled to come
  on stream by mid-2002, will add two reactors to the two already in place, and
  will position Ticona to meet the projected long-term needs of the telecommunications
  industry and to develop and grow emerging markets.

Markets

The
  following table illustrates the destination of the net sales of the Technical
  Polymers Ticona segment by geographic region for the years ending December 31,
  2001, 2000 and 1999.

Net
  Sales by Destination  Technical Polymer Ticona Segment

|                    | Year
      Ended December 31,          
|------------------- | ---------------------------------------
|                    |                                        
|                    | 2001                                   
|                    |                                        
|                    | €                                      
|                    |                                        
|                    | (in
      millions, except percentages)
|                    |                                        
|North
      America | 420                                    
|Europe/Africa       | 317                                    
|Asia/Australia      | 14                                     
|Rest
      of World | 22                                     

Ticonas
  consolidated net sales do not include the sales of Polyplastics, Korean Engineering
  Plastics or Fortron Industries, which are accounted for under the equity method.
  If Ticonas portion of the sales made by these businesses were included
  in the chart above, the percentage of sales sold in Asia/Australia would increase
  substantially. Ticonas principal customers are suppliers to the automotive
  industries as well as industrial suppliers. These customers primarily produce
  engineered products, and Ticona works closely with its customers to develop
  and improve specialized applications and systems. Ticona has long-standing relationships
  with most of its major customers, but it also uses distributors to reach a larger
  customer base. For most of Ticonas product lines, contracts with customers
  typically have a term of one to two years. If there is a significant swing in
  the economic conditions of the end markets of Ticonas principal customers,
  it can significantly affect the demand for Ticonas products. This was
  apparent in 2001, when the downturn in the telecommunications and U.S. automotive
  industries negatively affected sales volumes of Ticonas products.

Competition

Ticonas
  principal competitors include BASF, Bayer AG, DuPont and General Electric Company.
  Smaller regional competitors include Asahi/America, Inc., DSM NV, Honeywell
  International Inc., Mitsubishi Plastics, Inc., Rhodia, Chevron Phillips Chemical
  Company, L.P., Teijin and Toray Industries Inc.

Performance Products

The
  Performance Products segment consists of the OPP films business conducted by
  Trespaphan and the food ingredients business conducted by Nutrinova.

23

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These
  businesses use their own trade names to conduct business. The following table
  lists key products of the Performance Products segment and their major markets.

| |                                | 
| | ------------------------------ | 
| | Key
      Performance Products | 
| |                                | 
| | OPP Films                      | 
| |                                | 
| | Sunett®(Acesulfame-K)          | 
| |                                | 
| | Sorbates                       | 
| |                                | 

Business
  Lines

OPP
  Films. The OPP films business line, conducted by Trespaphan, was formed
  in 1969. It manufactures and markets OPP films, is a significant participant
  in the worldwide OPP films business and has a leading position in Europe. Its
  OPP films are made from very pure polypropylene granules. The films are oriented,
  high strength films which are very thin, ranging from 3.5μm (0.0035 mm)
  to 100μm (0.1 mm), which is about twice the diameter of a human hair. OPP
  films are used in the packaging of products such as foodstuffs and cigarette
  packs, in labels and, because of their extreme purity, for highly technical
  purposes in the production of capacitors.

The
  primary raw material of this business line is polypropylene, which is readily
  available and is purchased from several third party suppliers. Prices for the
  majority of this business products are extremely sensitive to demand,
  industry capacity and the cost of key raw materials.

Food
  Ingredients. The food ingredients business conducted by Nutrinova was formed
  in 1997. Celaneses food ingredients business consists of the production
  and sale of high intensity sweeteners and food protection ingredients, such
  as sorbic acids and sorbates, as well as the resale of dietary fiber products
  worldwide and the resale of other food ingredients in Japan and Australia.

Acesulfame-K,
  a high intensity sweetener marketed under the trademark Sunett®,
  is used in a wide variety of beverages, confections and dairy products throughout
  the world. Nutrinovas food protection ingredients are used in foods, beverages
  and personal care products.

The
  primary raw materials of this business line are diketene and sulfur trioxide
  for Sunett, ketene and crotonaldehyde for sorbic acids. Sunett pricing for targeted
  applications reflects the value added in the precision formulations and extensive
  technical services provided. Sorbates pricing is extremely sensitive to demand
  and industry capacity and is not necessarily dependent on the prices of raw
  materials.

Facilities

Trespaphans
  primary activities are in Europe and North America, with manufacturing plants
  in Germany, Mexico, France and South Africa. Nutrinova has production facilities
  in Germany.

Capital
  Expenditures

The
  Performance Products segments capital expenditures for property, plant
  and equipment were €16 million, €18
  million, and €12 million for the years 2001, 2000 and 1999, respectively. The
  capital expenditures incurred during these years related to efficiency and safety
  improvement items associated with the normal maintenance of the business. In
  addition, capital expenditures incurred during 2000 and 2001 also included spending
  relating to the relocation of the OPP film production from Swindon, UK to Mantes-la-Ville,
  France.

24

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Markets

The
  following table illustrates the destination of the net sales of the Performance
  Products segment by geographic region for the years ending December 31, 2001,
  2000 and 1999.

Net Sales
  by Destination  Performance Products

|                    | Year
      Ended December 31,          
|------------------- | ---------------------------------------
|                    |                                        
|                    | 2001                                   
|                    |                                        
|                    | €                                      
|                    |                                        
|                    | (in
      millions, except percentages)
|                    |                                        
|North
      America | 125                                    
|Europe/Africa       | 256                                    
|Asia/Australia      | 33                                     
|Rest
      of World | 26                                     

The
  market for OPP films is highly fragmented. Trespaphan has customers mainly in
  the food packaging and tobacco industries. As a part of its strategy to shift
  from a production/volume oriented manufacturer to a market-oriented supplier
  of packaging solutions, Trespaphan is focusing on the manufacture of films for
  higher value market segments and specialty product grades such as high performance
  packaging films and films for label and capacitor applications. Nutrinova markets
  Sunett® directly, primarily to a limited number of large multinational
  and regional customers in the beverage and food industry under long-term contracts.
  Nutrinova markets food protection ingredients primarily through regional distributors
  to small and medium sized customers and directly through regional sales offices
  to large multinational customers in the food industry under contracts which
  typically have one-year terms.

Competition

Principal
  competitors of Trespaphan are AET Inc., Exxon Mobil Corporation, and UCB Films.
  Nutrinovas principal competitors Sunett are Holland Sweetener Company,
  The Nutrasweet Company, Ajinomoto Co., Inc. and several Chinese manufacturers.
  For sorbates, Nutrinova competes with Nantong AA, Daicel, Chisso Corporation
  and several other Japanese and Chinese manufacturers for sorbates.

Other Activities

Other
  Activities includes revenues mainly from the captive insurance companies, Celanese
  Ventures GmbH, Celanese Advanced Materials, Inc., as well as several service
  companies and other ancillary businesses, which do not have significant sales.
  Celanese Ventures promotes research projects that lie outside of Celaneses
  principal businesses or, due to their long-term perspective and widely spread
  application possibilities, cannot be operated by the principal businesses alone.
  Celanese Ventures is presently active in developing membrane electrode units
  for fuel cells, innovative food ingredients, and new catalysts for high performance
  polymers. Celanese Advanced Materials comprises the high performance polymer
  PBI and the Vectran®polymer fiber product lines, which
  were transferred from the Acetate Products segment to Other Activities as of
  July 1, 2000 to reflect the strategic alignment of PBI with Celanese Ventures
  fuel cell project. See Note 27 to the Consolidated Financial Statements.

Acquisitions and
  Divestitures

For
  information on acquisitions and divestitures, see Item 5. Operating and Financial Reviews and Prospects
   Summary of Consolidated Results  2001 Compared with 2000 
  Discontinued Operations and Note 6 to the Consolidated
  Financial Statements.

25

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eBusiness

As
  the B2B marketplace continues to evolve, Celaneses goal is to use the
  advantages of the internet and eBusiness as an integral part of its business
  strategies. To accomplish this objective, Celaneses strategy is to:

- Pursue operational excellence
    within the businesses that will improve efficiencies and create new value
    propositions for their strategic market segments;
- Mobilize and energize
    the whole Celanese organization to understand and exploit the advantages of
    eBusiness;
- Invest in eBusiness
    opportunities that support Celaneses strategic objectives and enhance
    shareholder value; and
- Participate in specific
    eBusiness ventures that facilitate the integration of Celaneses value
    chain, develop best practices in eBusiness, and expand Celaneses knowledge
    of eBusiness models and technology.

Celanese
  has reinforced its long-standing commitment to meeting customer needs by offering
  a network of services including Ticona Buy Direct®, ChemVIP,
  and by participating in various industry eBusiness platforms, such as Elemica
  and Omnexus.

Raw Materials and
  Energy

Celanese
  purchases a variety of raw materials for use in its production processes. Celanese
  has a policy of maintaining, when available, multiple sources of supply for
  materials. Although some of Celaneses individual businesses may have single
  suppliers for some of their raw materials, Celanese is not dependent on a limited
  number of suppliers for essential raw materials. Celanese obtains its supplies
  of raw materials from a number of countries. During the second half of 2000
  and the first quarter of 2001, Celanese experienced problems with a supplier
  who was unable to deliver a reliable and consistent supply of carbon monoxide
  at Celaneses Singapore facility. This problem was resolved during the
  first quarter of 2001. Otherwise, Celanese has not experienced difficulty in
  obtaining sufficient supplies of raw materials in recent years. However, there
  can be no assurance that Celaneses ability to obtain sufficient raw materials
  will not be adversely affected by unforeseen developments. In addition, the
  price of raw materials varies, often substantially, from year to year.

Celaneses
  production facilities rely largely on coal, fuel oil, natural gas and electricity
  for energy. Coal prices in the United States rose significantly during 2001,
  but leveled off at the end of the year. Natural gas prices continued an upward
  trend through the first quarter of 2001, but declined throughout the remainder
  of the year. With respect to Celaneses European operations, most of these
  raw materials are centrally purchased by a special purpose subsidiary of Celanese
  which also buys raw materials on behalf of third parties. Otherwise, these raw
  materials and energy are predominantly purchased directly by Celaneses
  operating businesses. Celaneses policy allows the purchase of up to 80
  percent of its natural gas and butane requirements generally up to 18 months
  forward using forward purchase or cash-settled swap contracts. Throughout 2001
  and during the second half of 2000, Celanese entered into forward purchase and
  cash-settled swap contracts for slightly less than 50 percent of its estimated
  natural gas requirements, generally for up to three to six months forward.

Research and Development

All
  of Celaneses businesses conduct research and development activities to
  increase competitiveness. Celaneses Technical Polymers Ticona and Performance
  Products segments in particular are innovation-oriented businesses that conduct
  research and development activities to develop new, and optimize existing, production
  technologies, as well as to develop commercially viable new products and applications.

The
  Acetyl Products and Chemical Intermediates segments have been focusing on improving
  core production technologies, such as improving catalyst development, and supporting
  both debottlenecking and cost reduction efforts. New business opportunities
  for amines and oxo derivatives are developed in conjunction with research and
  development support from the Oberhausen, Germany technical center. As a part
  of Celaneses Forward initiative, the Acetyl Products and Chemical
  Intermediates segments will relocate their research and development functions
  in the United States to the Bishop, Texas and Clear Lake, Texas plants. The
  research and development groups will be relocated during the second half of
  2002 after the completion of a new building at the Clear Lake plant. Celanese

26

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believes that relocating
  the research function closer to the manufacturing facilities will result in
  a further increase of productivity.

The
  Acetate Products segment has been focusing on developing new fabrics using acetate
  filament and new applications for other acetate materials, such as their use
  in disposable consumer and decorative materials. The Acetate Products segment
  actively files patent applications worldwide for these new applications.

Research
  in the Technical Polymers Ticona segment is focused on the development of new
  formulations and applications for its products, improved manufacturing processes
  and new polymer materials with varying chemical and physical properties in order
  to meet customer needs and to generate growth. This effort involves the entire
  value chain from new or improved monomer production, polymerization and compounding,
  to working closely with end-users to identify new applications that can take
  advantage of these high performance features. Ticona is continually improving
  compounding recipes to extend product properties and grades, while offering
  grade consistency on a global basis. In addition, Ticona is developing new polymerization
  and manufacturing technology in order to meet economic and ecological goals
  without sacrificing high quality processing.

The
  research and development activities of the Performance Products segment are
  conducted separately by the two businesses, Trespaphan and Nutrinova. Trespaphans
  research and development activities in Neunkirchen, Germany and Mantes, France,
  are focused on the development of new film types for established and new applications.
  Trespaphan also has focused on improving its manufacturing processes in order
  to maintain cost competitiveness as well as high quality for its film products.
  Nutrinovas research and development activities in Frankfurt, Germany are
  directed towards expanding its existing technologies and developing new applications
  for existing products in close cooperation with its customers.

The
  research and development activities of Celaneses innovative products subsidiary,
  Celanese Ventures GmbH, focus on promoting research projects that lie outside
  of Celaneses core businesses or are in an early stage of development.
  Presently, Celanese Ventures is developing and marketing membrane-electrode
  assemblies for high temperature fuel cells, and innovative food ingredients
  such as polyunsaturated fatty acids, based on a biotechnological process. Another
  area of competency is high performance catalysts. Celanese Ventures captures
  the value of promising technologies with licensing and development agreements,
  as well as by selling to strategic investors those projects that no longer fit
  Celaneses long term goals. Celanese Ventures operates research and development
  and pilot manufacturing facilities in Frankfurt, Germany; Summit, New Jersey;
  and Charlotte, North Carolina.

Research
  and development costs are included in expenses as incurred. Celaneses
  research and development costs for 2001, 2000 and 1999 were €95 million, €94
  million and €79 million, respectively. For additional information on Celaneses
  research and development expenses, see Item 5. Operating and Financial
  Review and Prospects  Summary of Consolidated Results  2001 Compared
  with 2000.

Intellectual Property

Celanese
  attaches great importance to patents, trademarks, copyrights and product designs
  in order to protect its investment in research and development, manufacturing
  and marketing. Celaneses policy is to seek the widest possible protection
  for significant product developments in its major markets. Patents may cover
  products, processes, intermediate products and product uses. Protection for
  individual products extends for varying periods in accordance with the date
  of patent application filing and the legal life of patents in the various countries.
  The protection afforded, which may also vary from country to country, depends
  upon the type of patent and its scope of coverage. In most industrial countries,
  patent protection exists for new substances and formulations, as well as for
  unique applications and production processes. Celanese monitors its competitors
  and vigorously challenges patent and trademark infringement. For example, Nutrinova
  maintains a strict patent enforcement strategy, which has resulted in favorable
  outcomes in a number of patent infringement matters in Europe and the United
  States. Nutrinova is currently pursuing a number of matters relating to the
  infringement of its Sunett® acesulfame-K patents. Nutrinovas
  European and U.S. patents for making Sunett expire in 2005.

As
  patents expire, the products and processes described and claimed in those patents
  become generally available for use by the public. Celanese believes that the
  loss of no single patent which may expire in the next several years will materially
  adversely affect the business or financial results of Celanese.

27

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Celanese
  also seeks to register trademarks extensively as a means of protecting the brand
  names of its products, which brand names become more important once the corresponding
  patents have expired. Celanese protects its trademarks vigorously against infringement
  and also seeks to register design protection where appropriate.

Environmental and
  Other Regulation

Obtaining,
  producing and distributing many of Celaneses products involves the use,
  storage, transportation and disposal of toxic and hazardous materials. Celanese
  is subject to extensive, evolving and increasingly stringent national and local
  environmental laws and regulations, which address, among other things, the following:

- Emissions to the air;
- Discharges to surface
    and subsurface waters;
- Other releases into
    the environment;
- Generation, handling,
    storage, transportation, treatment and disposal of waste materials;
- Maintenance of safe
    conditions in the workplace; and
- Production, handling,
    labeling or use of chemicals used or produced by Celanese.

Celanese
  is subject to environmental laws and regulations that may require it to remove
  or mitigate the effects of the disposal or release of chemical substances at
  various sites. Under some of these laws and regulations, a current or previous
  owner or operator of property may be held liable for the costs of removal or
  remediation of hazardous substances on, under, or in its property, without regard
  to whether the owner or operator knew of, or caused the presence of the contaminants,
  and regardless of whether the practices that resulted in the contamination were
  legal at the time they occurred. As many of Celaneses production sites
  have an extended history of industrial use, it is impossible to predict precisely
  what effect these laws and regulations will have on Celanese in the future.
  As is typical for chemical businesses, soil and groundwater contamination has
  occurred in the past at some Celanese sites, and might occur or be discovered
  at other sites.

It
  is Celaneses policy to comply with all environmental, health and safety
  requirements and to provide safe and environmentally sound workplaces for employees.
  In some cases, compliance can be achieved only by incurring capital expenditures.
  For example in 2001, various draft regulations under consideration in the United
  States, including the Houston, Texas areas State Implementation Plan (air
  regulations), and various approaches to regulating boilers and incinerators
  could impose additional requirements on Celaneses operations. Celaneses
  worldwide expenditures in 2001, including those with respect to third party
  and divested sites, for compliance with environmental control regulations and
  internal company initiatives totaled €106 million, of which €8 million was for
  capital projects. It is anticipated that stringent environmental regulations
  will continue to be imposed on Celanese and the industry in general. Although
  Celanese cannot predict with certainty future expenditures, management believes
  that the current spending trends will continue.

Other
  new or revised regulations may place additional requirements on the production,
  handling, labeling or use of some chemical products. Various United States programs,
  including the Voluntary Childrens Chemical Evaluation Program and High
  Production Volume Chemical Initiative, and various European Commission programs,
  including the White Paper on Strategy for a Future Chemicals Policy, will potentially
  require toxicological testing and risk assessments of a wide variety of chemicals,
  including chemicals used or produced by Celanese.

Pursuant
  to a European Union regulation on Risk Assessment of Existing Chemicals, the
  European Chemicals Bureau of the European Commission has been conducting risk
  assessments on approximately 140 major chemicals. Some of the chemicals initially
  being evaluated include competitors products, for instance styrene and
  1,3-butadiene, as well as Celaneses product vinyl acetate monomer or VAM.
  These risk assessments entail a multistage process to determine whether and
  to what extent the Commission should classify the chemical as a carcinogen and,
  if so, whether this classification, and related labeling requirements, should
  apply only to finished products that contain specified threshold concentrations
  of the chemical. In the case of VAM, a final ruling is not expected for several
  years. Celanese and other VAM producers are participating in this process with
  detailed scientific analyses supporting the industrys position that labeling
  should not be required but, if it is, should only be at high concentration levels.
  Because Celanese and the other VAM producers are in the early stages of the
  process, it is not possible for Celanese to predict the outcome or effect of
  any final ruling.

28

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Depending
  on the outcome of the above-mentioned assessments in the United States and Europe,
  additional requirements may be placed on the production, handling, labeling
  or use of the subject chemicals. Such additional requirements could increase
  the cost incurred by Celaneses customers to use its chemical products
  and otherwise limit the use of these products, which could adversely affect
  the demand for these products.

Celanese
  is subject to claims brought by United States federal or state regulatory agencies
  or private individuals regarding the clean-up of sites that Celanese owns, owned,
  operated or where waste from its operations was disposed. In particular, Celanese
  has a potential liability under the United States Federal Comprehensive Environmental
  Response, Compensation, and Liability Act of 1980, as amended, commonly known
  as Superfund, the United States Resource Conservation and Recovery Act, and
  related state laws for investigation and clean-up costs at approximately 100
  sites. At most of these sites, numerous companies, including Celanese, or one
  of its predecessor companies, have been notified that the Environmental Protection
  Agency or EPA, state governing body or private individuals consider such companies
  to be potentially responsible parties under Superfund or related laws. The proceedings
  relating to these sites are in various stages. The clean-up process has not
  been completed at most sites, and the status of the coverage under some insurance
  policies for many of these proceedings is in litigation. Celanese regularly
  reviews the liabilities for these sites and has accrued its best estimate of
  its ultimate liability for investigation or clean-up costs, but, due to the
  many variables involved in such estimation, the ultimate liability may vary
  from these estimates. Expenditures for investigation, clean-up and related activities
  have been €6 million for the three years ended December 31, 2001, with expenditures
  in no year greater than €3 million.

Celaneses
  wholly-owned subsidiary, InfraServ Verwaltungs GmbH, is the general partner
  of the InfraServ companies that provide on-site general and administrative services
  at German sites in Frankfurt am Main-Höchst, Gendorf, Hürth-Knapsack,
  Wiesbaden, Oberhausen and Kelsterbach. Producers at the sites, including subsidiaries
  of Celanese, are owners of limited partnership interests in the respective InfraServ
  companies. Effective January 1, 2001, Celanese sold its limited partnership
  interest in InfraServ GmbH & Co. Münchsmünster KG, the company
  that owns the production site in Münchsmünster, to Ruhr Oel GmbH.
  Celanese did not record a gain or loss on the sale of this limited partnership
  interest. On February 21, 2002, Celanese received approval from the German merger
  control authorities to sell its interest in InfraServ GmbH & Co. Deponie
  Knapsack KG, or Deponie, to Trienekens AG, a company active in all areas of
  waste management and majority owned by RWE AG, one of Germanys largest
  utility companies. In the transaction, Deponies financial assets, including
  a cash reserve of €58 million required to be held in reserve by the German
  authorities to support landfill and land reclamation activities, receivables,
  as well as all Deponies liabilities (including those corresponding to
  the cash reserve) will be transferred to the buyer upon closing of the sale.
  Celanese expects to record a book gain of approximately €6 million on the sale
  of the limited partnership interest in Deponie upon closing of the transaction
  which is scheduled for March 2002.

The
  InfraServ companies are liable for any residual contamination and other pollution
  because they own the real estate on which the individual facilities operate.
  In addition, Hoechst, as the responsible party under German public law, is liable
  to third parties for all environmental damage that occurred while it was still
  the owner of the plants and real estate. However, the InfraServ companies have
  agreed to indemnify Hoechst from any environmental liability arising out of
  or in connection with environmental pollution of any InfraServ site. The partnership
  agreements provide that, as between the limited partners, each limited partner
  is responsible for any contamination caused predominantly by such partner. The
  limited partners have also undertaken to indemnify Hoechst against such liabilities.
  Any liability that cannot be attributed to an InfraServ partner and for which
  no third party is responsible, is required to be borne by the InfraServ company
  in question. In view of this potential obligation to eliminate residual contamination,
  the InfraServ companies have recorded provisions totaling approximately €259
  million as of December 31, 2001. Of this amount, the €58 million reserve related
  to Deponie, discussed above, was included in the consolidated reserves for environmental
  liabilities of Celanese. If the InfraServ companies default on their respective
  indemnification obligations to eliminate residual contamination, the limited
  partners in the InfraServ companies have agreed to fund such liabilities, subject
  to a number of limitations. To the extent that any liabilities are not satisfied
  by either the InfraServ companies or the limited partners, these liabilities
  are to be borne by Celanese in accordance with the Demerger Agreement. As between
  Hoechst and Celanese, Hoechst has agreed to indemnify Celanese for two-thirds
  of these demerged residual liabilities.

29

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Some
  of Celaneses facilities in Germany are over 100 years old, and there may
  be significant contamination at these facilities. Consistent with German law
  and with agreements with the relevant governmental entities, Celanese is addressing
  the issue of potential contamination at its German facilities. With respect
  to German sites, Celanese records a provision for environmental matters when
  it is obligated by law, through irrevocable agreements with governmental authorities
  or through firm commitments, to remediate the facilities.

Provisions
  are not recorded for potential soil contamination liability at facilities still
  under operation, as German law does not currently require such contamination
  to be remedied until the facility is closed and dismantled, unless the authorities
  otherwise direct. If Celanese were to terminate operations at one of its facilities
  or if German law were changed to require such removal or clean-up, the cost
  could be material to Celanese. Celanese cannot accurately determine the ultimate
  potential liability for investigation and clean-up at such sites. Celanese adjusts
  provisions as new remedial commitments are made. See Note 25 to the Consolidated
  Financial Statements.

It
  is difficult to estimate the future costs of environmental protection and remediation
  because of many uncertainties, including uncertainties about the status of laws,
  regulations and information related to individual locations and sites. Subject
  to the foregoing, but taking into consideration Celaneses experience to
  date regarding environmental matters of a similar nature and facts currently
  known, Celanese believes that capital expenditures and remedial actions to comply
  with existing laws governing environmental protection will not have a material
  adverse effect on Celaneses business and financial results. Celanese has
  reserved, as of December 31, 2001, €341 million for environmental matters.

In
  the Demerger Agreement, Celanese agreed to indemnify Hoechst against environmental
  liabilities for environmental contamination that could arise under some divestiture
  agreements regarding chemical businesses, participations or assets that were
  entered into by Hoechst prior to the demerger. Celanese and Hoechst have agreed
  that Celanese will indemnify Hoechst against those liabilities up to an amount
  of €250 million. Hoechst will bear those liabilities exceeding €250 million,
  but Celanese will reimburse Hoechst for one-third of those liabilities for amounts
  that exceed €750 million. As of December 31, 2001, Celanese had spent €20 million
  for environmental contamination liabilities in connection with the divestiture
  agreements. Celanese has additional reserves of €111 as of December 31, 2001
  for this contingency and may be required to record additional reserves in the
  future. See Notes 5 and 25 to the Consolidated Financial Statements.

Celanese
  believes it is in substantial compliance with all environmental, health and
  safety laws and regulations and continues to devote attention to the health
  and safety of its employees and the protection of the public health and the
  environment in the regions where it operates. Such compliance has not had an
  adverse effect on Celaneses competitive position or business. Celanese
  cannot predict the effect of regulations that may be adopted in the future by
  governmental bodies responsible for air, water and solid waste pollution controls
  and employee and community health and safety.

30

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Organizational Structure

Significant Subsidiaries

Celanese
  AG operates its global businesses through subsidiaries in Europe, North America
  and Asia, most of which are owned indirectly through a German holding company
  and wholly-owned subsidiary, Celanese Holding GmbH. Celanese Chemicals Europe
  GmbH and Ticona GmbH are owned directly by Celanese AG. In North America, many
  of the businesses are consolidated under Celanese Americas Corporation, a wholly-owned
  subsidiary which, through its wholly-owned subsidiary, CNA Holdings, Inc., directly
  or indirectly owns the North American operating companies. The table below sets
  forth Celaneses significant subsidiaries:

|Name
      of Company                                                    |  | Country
      of Incorporation |  | Percentage
      Owned | 
|------------------------------------------------------------------------ |  | ------------------------------ |  | ---------------------- | 
|                                                                         | 
|Celanese
      Canada Inc.                                               |  | Canada                         |  | 100.00%                | 
|                                                                         | 
|Celanese
      Chemicals Europe GmbH                                     |  | Germany                        |  | 100.00%                | 
|                                                                         | 
|Celanese
      Holding GmbH                                              |  | Germany                        |  | 100.00%                | 
|                                                                         | 
|Nutrinova
      Nutrition Specialties & Food 
          Ingredients GmbH |  | Germany                        |  | 100.00%                | 
|                                                                         | 
|Ticona
      GmbH                                                        |  | Germany                        |  | 100.00%                | 
|                                                                         | 
|Celanese
      Far East Ltd.                                             |  | Hong
      Kong                |  | 100.00%                | 
|                                                                         | 
|Grupo
      Celanese SA                                                  |  | Mexico                         |  | 99.88%                 | 
|                                                                         | 
|Celanese
      Singapore Pte. Ltd.                                       |  | Singapore                      |  | 100.00%                | 
|                                                                         | 
|Celanese
      Chemicals Iberica SL                                      |  | Spain                          |  | 100.00%                | 
|                                                                         | 
|Celanese
      Acetate LLC                                               |  | USA                            |  | 100.00%                | 
|                                                                         | 
|Celanese
      Americas Corporation                                      |  | USA                            |  | 100.00%                | 
|                                                                         | 
|Celanese
      Ltd.                                                      |  | USA                            |  | 100.00%                | 
|                                                                         | 
|CNA
      Holdings, Inc.                                                 |  | USA                            |  | 100.00%                | 
|                                                                         | 
|Ticona
      Polymers, Inc.                                              |  | USA                            |  | 100.00%                | 
|                                                                         | 



Description of Property

Celaneses
  principal executive offices are located in Kronberg/Taunus, Germany.

As
  of December 31, 2001, Celanese had numerous production and manufacturing facilities
  throughout the world. Celanese also owns or leases other properties, including
  office buildings, warehouses, pipelines, research and development facilities
  and sales offices.

The
  following table sets forth a list of the principal production, manufacturing
  and other facilities of Celanese throughout the world.

|Corporate
      Center         |              |                       
|------------------------------ | ------------ | ----------------------
|                              
|Site                           | Leased/Owned | Products/Function     
|                              
|Kronberg/Taunus,
      Germany | Leased       | Administrative offices
|                              

31

---

|                                  
|----------------------------------
|Acetyl
      Products             
|                                  
|Site                              
|                                  
|Bay
      City, Texas, USA        
|                                  
|                                  
|                                  
|                                  
|Bishop,
      Texas, USA          
|                                  
|                                  
|                                  
|                                  
|Calvert
      City, Kentucky, USA 
|                                  
|Cangrejera,
      Veracruz, Mexico
|                                  
|                                  
|                                  
|                                  
|Clear
      Lake, Texas, USA      
|                                  
|                                  
|                                  
|Edmonton,
      Alberta, Canada   
|                                  
|                                  
|Frankfurt
      am Main, Germany  
|                                  
|                                  
|                                  
|                                  
|Pampa,
      Texas, USA           
|                                  
|                                  
|                                  
|                                  
|Pasadena,
      Texas, USA        
|                                  
|Jurong
      Island, Singapore    
|                                  
|                                  
|                                  
|                                  
|Tarragona,
      Spain            
|                                  

|(1) | The decision
      to manufacture methanol at the Clear Lake plant is evaluated periodically,
      depending on market conditions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

32

---

|                                  
|----------------------------------
|Chemical
      Intermediates      
|                                  
|Site                              
|                                  
|Bay
      City, Texas, USA        
|                                  
|                                  
|                                  
|                                  
|                                  
|Bucks,
      Alabama, USA         
|                                  
|Cangrejera,
      Veracruz, Mexico
|                                  
|                                  
|                                  
|Clear
      Lake, Texas, USA      
|                                  
|                                  
|                                  
|Oberhausen,
      Germany         
|                                  
|                                  
|                                  
|                                  
|                                  
|Pampa,
      Texas, USA           
|                                  
|                                  



|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

33

---

|                                 
|---------------------------------
|Technical
      Polymers Ticona  
|                                 
|Site                             
|                                 
|Auburn
      Hills, Michigan, USA
|                                 
|Bayport,
      Texas, USA        
|                                 
|Bishop,
      Texas, USA         
|                                 
|                                 
|                                 
|Florence,
      Kentucky, USA    
|                                 
|Kelsterbach,
      Germany       
|                                 
|                                 
|                                 
|                                 
|Oberhausen,
      Germany(2)     
|                                 
|                                 
|                                 
|                                 
|Shelby,
      North Carolina, USA
|                                 
|                                 
|                                 
|                                 
|Telford,
      UK                
|                                 
|Wilmington,
      North Carolina,
|                                 
|                                 
|Winona,
      Minnesota, USA     
|                                 

|(2) | Technical
      Polymers Ticonas plant for its Topas cycloolefin copolymer in Oberhausen,
      Germany commenced production in September 2000. As Topas continues to undergo
      market development, the plant is operating at significantly less than commercial
      capacity. For further information on Topas, see Information on the
      Company  Technical Polymers Ticona.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34

---

|                                                    
|----------------------------------------------------
|Performance
      Products                          
|                                                    
|Site                                                
|                                                    
|Frankfurt
      am Main, Germany                    
|(Nutrinova)                                         
|                                                    
|                                                    
|                                                    
|Mantes-la-Ville,
      France 
         (Trespaphan)
|                                                    
|                                                    
|Neunkirchen,
      Germany
         (Trespaphan)    
|                                                    
|Zacapu,
      Mihoacan, Mexico                      
|(Trespaphan)                                        
|                                                    
|                                                    
|Krugersdorp,
      South Africa                     
|(Trespaphan)                                        
|                                                    

Polyplastics
  has its principal production facilities in Japan, Taiwan and Malaysia. Korean
  Engineering Plastics has its principal production facilities in South Korea.
  Celaneses Acetyl Products segment has a joint venture with manufacturing
  facilities in Saudi Arabia, and its Acetate Products segment has three joint
  ventures with production facilities in China.

In
  2001, Celanese and its consolidated subsidiaries, in the aggregate, had capital
  expenditures for the expansion and modernization of production, manufacturing,
  research and administrative facilities of €231 million. In 2000, these expenditures
  amounted to €235 million. Celanese believes that its current facilities and
  those of its consolidated subsidiaries are adequate to meet the requirements
  of Celaneses present and foreseeable future operations. Celanese continues
  to review its capacity requirements as part of its strategy to maximize its
  global manufacturing efficiency.

For
  information on environmental issues associated with Celaneses properties,
  see Information on the Company  Environmental and Other Regulation
  and Item 5. Operating and Financial Review and Prospects  Liquidity
  and Capital Resources  Environmental Matters. Additional information
  with respect to Celaneses property, plant and equipment, and leases is
  contained in Notes 11 and 22 to the Consolidated Financial Statements.

35

---

Item 5.    Operating
  and Financial Review and Prospects

You
  should read the following discussion and analysis of the financial condition
  and the results of operations of Celanese together with Celaneses Consolidated
  Financial Statements and the notes to those financial statements, which were
  prepared in accordance with U.S. GAAP.

Investors
  are cautioned that the forward-looking statements contained in this section
  involve both risk and uncertainty. Several important factors could cause actual
  results to differ materially from those anticipated by these statements. Many
  of these statements are macroeconomic in nature and are, therefore, beyond the
  control of management. See Forward-Looking Statements May Prove Inaccurate
  located at the end of this section.

Basis of Presentation

On
  October 22, 1999, the effective date of the demerger, Celanese was formed through
  the demerger of the principal industrial chemicals businesses and some other
  businesses and activities from Hoechst. Hoechst distributed all the outstanding
  shares of Celanese to existing Hoechst shareholders. Celanese assumed all of
  the assets and liabilities (including contractual rights and obligations related
  to other current and former Hoechst businesses) of the demerged businesses.

The
  Consolidated Financial Statements reflect, for the periods indicated, the financial
  condition, results of operations and cash flows of the businesses transferred
  from Hoechst and have been presented to exclude the effects of discontinued
  operations. See Summary of Consolidated Results  2001 Compared with
  2000  Discontinued Operations. The Consolidated Financial Statements,
  for the periods prior to the effective date of the demerger, assume that Celanese
  had existed as a separate legal entity with five business segments: Acetyl Products,
  Chemical Intermediates, Acetate Products, Technical Polymers Ticona and Performance
  Products, as well as the other businesses and activities of Hoechst transferred
  to Celanese in the demerger.

The
  financial condition, results of operations and cash flows of Celanese have been
  and may, in the future, be affected by special charges. Special charges include
  provisions for restructuring, asset impairments and other unusual expenses and
  income incurred outside the ordinary course of business. Special charges totaled
  €530 million, €29 million and €559 million in 2001, 2000 and 1999, respectively.
  For a further discussion of special charges, see Summary by Business Segment
   2001 Compared with 2000  Special Charges, Summary of
  Consolidated Results  2001 Compared with 2000  Special Charges,
  Summary by Business Segment  2000 Compared with 1999  Special
  Charges and Summary of Consolidated Results  2000 Compared
  with 1999 Special Charges.

Celanese
  evaluates performance based on earnings before interest, taxes, depreciation
  and amortization (EBITDA), excluding special charges. EBITDA, which
  may be calculated differently by other companies, is calculated by adding depreciation
  and amortization expense back to operating profit. Management believes that
  EBITDA excluding special charges is an appropriate measure for evaluating the
  performance of its operating segments as it closely reflects cash flow management.
  Celanese excludes special charges from EBITDA for better comparability between
  periods. EBITDA eliminates the effect of depreciation and amortization of tangible
  and intangible assets. EBITDA excluding special charges should be considered
  in addition to, not as a substitute for, operating profit, net earnings, cash
  flows and other measures of financial performance reported in accordance with
  U.S. GAAP.

36

---

Major Events in 2001

- Celanese successfully
    implements Focus initiative targeting efficiency increases, working
    capital optimization, and a sharply focused capital expenditure program
- Restructuring programs,
    including projects Focus and Forward, initiated in
    2001 identified approximately 1,600 positions to be eliminated through the
    closure of eight high-cost facilities and the streamlining of administrative
    and plant operations
- Deterioration in Chemical
    Intermediates outlook results in goodwill and fixed asset impairment charges
- Edward Munoz, management
    board member and CEO of Technical Polymers Ticona, retires; David Weidman
    becomes chief operating officer with responsibility for Acetyl Products, Chemical
    Intermediates and Technical Polymers Ticona, effective January 1, 2002
- Significant technology
    advancements lead to process improvements in acetic acid and vinyl acetate
    monomer
- Construction begins
    on a new and expanded Ticona plant to produce GUR®ultra-high
    molecular weight polyethylene

Financial Highlights

|                                                                              |  |                                                                       |   | 
|----------------------------------------------------------------------------- |  | --------------------------------------------------------------------- | - | 
|                                                                              |  | Year
      Ended December 31,                                         |  
|                                                                              |  |                                                                       |  
|                                                                              |  | 2001                                                                  |   | 
|                                                                              |  |                                                                       |   | 
|                                                                              |  | (in
        $ millions,(1)
        except for per
        share data) |   | 
|                                                                              |  |                                                                       |   | 
|Net sales                                                                     |  | 4,537                                                                 |   | 
|Gross
      profit                                                            |  | 604                                                                   |   | 
|EBITDA
      excluding special charges(2)                                     |  | 374                                                                   |   | 
|Operating
      profit (loss)                                                 |  | (470                                                                  | ) | 
|Earnings
      (loss) from continuing operations                              |  | (351                                                                  | ) | 
|Net earnings
      (loss)                                                     |  | (343                                                                  | ) | 
|Weighted
      average shares  basic and diluted                             |  | 50,331,847                                                            |   | 
|Earnings
      (loss) per common share  from 
         continuing operations |  | (6.97                                                                 | ) | 
|Earnings
      (loss) per common share                                        |  | (6.81                                                                 | ) | 
|                                                                              |  |                                                                       |   | 
|                                                                              |  | Year
      Ended December 31,                                         |   | 
|                                                                              |  |                                                                       |   | 
|                                                                              |  | 2001                                                                  |   | 
|                                                                              |  |                                                                       |   | 
|                                                                              |  | (in
      $ millions(1))                                              |   | 
|                                                                              |  |                                                                       |   | 
|Trade
      working capital(3)                                                |  | 611                                                                   |   | 
|Total
      assets                                                            |  | 6,288                                                                 |   | 
|Net financial
      debt(4)                                                   |  | 741                                                                   |   | 
|Shareholders
      equity                                                    |  | 1,967                                                                 |   | 

|   
|---
|(1)
|(2)
|(3)
|(4)

37

---

Overview
   2001 Compared with 2000

Net
  earnings (loss) declined significantly, reflecting weak conditions in most major
  markets, special charges related to restructuring programs initiated to increase
  Celaneses future profitability and efficiency and goodwill and asset impairment
  charges. Operating results were enhanced by cost savings and efficiency improvements
  while lower payments relating to restructuring and reduced trade working capital
  improved cash flow.

Sales
  declined 2% on lower pricing (-2%) and lower volumes (-3%), largely offset by
  favorable currency effects (+2%) and the full year effect of the polyvinyl alcohol
  or PVOH business, which was acquired in September 2000 (+1%). EBITDA excluding
  special charges declined 16% amid deteriorating markets characterized by reduced
  demand, low capacity utilization and weaker pricing. Ticona was affected by
  significant volume losses as a result of the downturn in the global telecommunications
  industry and decreased U.S. automotive production. Lower demand for Acetyl Products
  led to low industry utilization rates and reduced selling prices. Continuing
  market oversupply and declining prices, especially in acrylates, resulted in
  an unsatisfactory performance in Chemical Intermediates. Acetate Products and
  Performance Products reported steady profitability compared to the prior year.

Celanese reduced its net
  financial debt by 27% from €1,141 billion as of December 31, 2000 to €832 million
  as of December 31, 2001 by utilizing a portion of its €520 million in 2001 operating
  cash flows. Operating cash flows improved due to a decrease in the outflow required
  to fund special charges and a reduction in trade working capital.

Despite
  the poor market conditions in 2001, Celanese exceeded its targets set under
  the Focus profit improvement initiative. The targets consisted of
  reducing trade working capital by €100 million in 2001 from 2000 levels, controlling
  capital expenditures at or below the year 2000 level and contributing €100 million
  to EBITDA from programs to increase efficiency. During 2001, trade working capital
  declined by €306 million from €993
  million in 2000 and capital expenditures were €231 million compared to €235
  million in 2000. EBITDA improvements were overshadowed by the effects of lower
  volumes and weak overall market conditions.

To
  increase future profitability and efficiency, Celanese initiated programs in
  2001 to restructure its operations. The restructuring programs identified approximately
  1,600 positions to be eliminated through the closure of eight high cost facilities
  and the streamlining of operations at plant and administrative levels throughout
  Celanese. Special charges for 2001 initiatives included €230 million of restructuring
  charges and €92 million of other special charges. Annual cost savings from the
  2001 restructuring programs are estimated to be in excess of €150
  million upon completion of these initiatives. Additionally, Celanese recognized
  €262 million for goodwill impairments triggered by a deterioration in the outlook
  for certain businesses in the Chemical Intermediates segment.

Special
  charges also include income of €54 million for adjustments to prior year restructuring
  reserves, the receipt of reimbursements from insurance companies linked to the
  plumbing cases and settlements with former Hoechst affiliates. See Summary
  of Consolidated Results  2001 Compared with 2000  Special Charges.

In
  2001, Celanese developed and implemented significant technology improvements
  in acetic acid and vinyl acetate monomer that increase efficiencies and provide
  for significant capacity increases with minimal capital expenditures. The Six
  Sigma business process, implemented during 2001, will target costs savings,
  operational efficiencies and revenue enhancements in 2002.

Celanese
  also made selective capital investments to further enhance the market position
  of its products. Construction began in 2001 on a new and expanded plant for
  GUR® ultra-high molecular weight polyethylene, used in industrial and medical
  applications, and additional production lines for Vectra® liquid crystal
  polymer, used in electrical and electronics applications. The Acetate Products
  business finalized a marketing alliance for acetate filament with Teijin Ltd.,
  which will enhance Celaneses market position in Japan.

38

---

Selected Data by
  Business Segment

|                                             |                                         |                               |   |  |  |       |  
|-------------------------------------------- | --------------------------------------- | ----------------------------- | - |  |  | ----- | -
|                                             |                                         | Year
      Ended December 31,
|                                             |                                         |                              
|                                             |                                         | 2001                          |   |  |  | 2001  |  
|                                             |                                         |                               |   |  |  |       |  
|                                             |                                         | $(1)                          |   |  |  | €     |  
|                                             |                                         |                               |   |  |  |       |  
|                                             | (in
      millions, except percentages)
|                                             |                                         |                              
|Net
      Sales(3)                           |                                         |                               |   |  |  |       |  
|Acetyl
      Products                        |                                         | 1,918                         |   |  |  | 2,155 |  
|Chemical
      Intermediates                 |                                         | 943                           |   |  |  | 1,059 |  
|Acetate
      Products                       |                                         | 678                           |   |  |  | 762   |  
|Technical
      Polymers Ticona              |                                         | 688                           |   |  |  | 773   |  
|Performance
      Products                   |                                         | 392                           |   |  |  | 440   |  
|                                             |                                         |                               |   |  |  |       |  
|Segment
      Total                          |                                         | 4,619                         |   |  |  | 5,189 |  
|                                             |                                         |                               |   |  |  |       |  
|Other
      Activities                       |                                         | 74                            |   |  |  | 83    |  
|Intersegment
      Eliminations              |                                         | (156                          | ) |  |  | (175  | )
|                                             |                                         |                               |   |  |  |       |  
|Total
      Net Sales                        |                                         | 4,537                         |   |  |  | 5,097 |  
|                                             |                                         |                               |   |  |  |       |  
|Special
      Charges(4)                    
|Acetyl
      Products                        |                                         | 111                           |   |  |  | 125   |  
|Chemical
      Intermediates                 |                                         | 319                           |   |  |  | 358   |  
|Acetate
      Products                       |                                         | 45                            |   |  |  | 50    |  
|Technical
      Polymers Ticona              |                                         | (8                            | ) |  |  | (9    | )
|Performance
      Products                   |                                         | 4                             |   |  |  | 4     |  
|                                             |                                         |                               |   |  |  |       |  
|Segment
      Total                          |                                         | 471                           |   |  |  | 528   |  
|                                             |                                         |                               |   |  |  |       |  
|Other
      Activities                       |                                         | 2                             |   |  |  | 2     |  
|                                             |                                         |                               |   |  |  |       |  
|Total
      Special Charges                  |                                         | 473                           |   |  |  | 530   |  
|                                             |                                         |                               |   |  |  |       |  
|Operating
      Profit (Loss)(3)            
|Acetyl
      Products                        |                                         | (65                           | ) |  |  | (73   | )
|Chemical
      Intermediates                 |                                         | (364                          | ) |  |  | (409  | )
|Acetate
      Products                       |                                         | (29                           | ) |  |  | (32   | )
|Technical
      Polymers Ticona              |                                         | (13                           | ) |  |  | (15   | )
|Performance
      Products                   |                                         | 35                            |   |  |  | 39    |  
|                                             |                                         |                               |   |  |  |       |  
|Segment
      Total                          |                                         | (436                          | ) |  |  | (490  | )
|                                             |                                         |                               |   |  |  |       |  
|Other
      Activities                       |                                         | (34                           | ) |  |  | (38   | )
|                                             |                                         |                               |   |  |  |       |  
|Total
      Operating Profit (Loss)          |                                         | (470                          | ) |  |  | (528  | )
|                                             |                                         |                               |   |  |  |       |  
|EBITDA
      Excluding Special Charges(4)    |                                         |                               |   |  |  |       |  
|Acetyl
      Products                        |                                         | 185                           |   |  |  | 208   |  
|Chemical
      Intermediates                 |                                         | 24                            |   |  |  | 27    |  
|Acetate
      Products                       |                                         | 81                            |   |  |  | 91    |  
|Technical
      Polymers Ticona              |                                         | 46                            |   |  |  | 52    |  
|Performance
      Products                   |                                         | 67                            |   |  |  | 75    |  
|                                             |                                         |                               |   |  |  |       |  
|Segment
      Total                          |                                         | 403                           |   |  |  | 453   |  
|                                             |                                         |                               |   |  |  |       |  
|Other
      Activities                       |                                         | (29                           | ) |  |  | (33   | )
|                                             |                                         |                               |   |  |  |       |  
|Total
      EBITDA Excluding Special Charges |                                         | 374                           |   |  |  | 420   |  
|                                             |                                         |                               |   |  |  |       |  

|   
|---
|(1)
|(2)
|(3)
|(4)

39

---

Summary by Business
  Segment  2001 Compared with 2000

Acetyl
  Products

Net
  sales for the Acetyl Products segment increased by 2% to €2,155 million in 2001
  from €2,106 million in 2000 primarily due to the acquisition of the PVOH business
  in September 2000 (+3%) and favorable currency effects (+2%), largely offset
  by lower volumes (-2%) and pricing (-1%). Selling prices followed the trends
  of hydrocarbon costs, primarily natural gas and ethylene, which continued an
  upward pattern through the first quarter of 2001 but declined throughout the
  remainder of the year. Lower demand amid the weakening economic environment
  during the second half of 2001 accelerated the decrease in selling prices to
  levels below those of the comparable period in 2000. Reduced demand for acetic
  acid and vinyl acetate monomer resulted in lower volumes, which were partially
  offset by higher volumes in acetate esters, particularly in North America and
  Asia. Celanese was able to produce higher volumes of acetate esters in 2001
  as the acetic acid plant in Singapore became fully operational.

The
  Acetyl Products segment recorded special charges of €125 million in 2001 compared
  to €68 million in 2000. These 2001 special charges were largely taken to reduce
  costs and increase operational efficiency by closing high-cost production facilities
  and streamlining administrative and operational functions under the Focus
  and Forward initiatives as well as other programs. See Summary
  of Consolidated Results  2001 Compared to 2000  Special Charges.

The
  2001 special charges related to 2001 restructuring initiatives of €121 million
  and fixed asset impairments of €18 million relating to the acetyl derivatives
  and polyols business line. These special charges were offset by a €14
  million favorable adjustment to prior year restructuring activities. The €121
  million in restructuring initiatives included €78 million for the shutdown of
  the acetic acid, pentaerythritol, and vinyl acetate monomer units in Edmonton,
  Alberta and €43 million relating primarily to employee severance costs at plant
  and administrative offices as well as closure costs associated with a research
  and development center in the United States. The closure of the research and
  development center resulted from the decision to relocate the functions to production
  sites. The €18 million
  fixed asset impairment related to a reassessment of the expected long-term value
  of the polyols product line. The €14 million favorable adjustment related to
  lower than expected demolition and decommissioning costs associated with the
  closure of the Knapsack, Germany site in 2000. This adjustment resulted from
  a third party site partner assuming ownership of the existing facilities and
  obligations. In 2000, the Acetyl Products segment recorded special charges of
  €68 million, which included €53 million for the closure of acetyl units in Knapsack,
  Germany. The remaining €15 million was primarily associated with employee severance
  costs from restructuring at an administrative office and a production facility
  in Texas.

The
  operating loss for the Acetyl Products segment increased to €73 million in 2001
  from €10 million in 2000. The increase in operating loss in 2001 resulted primarily
  from the special charges described above and from margin pressure, as selling
  prices declined at a greater rate than raw material costs. This was partially
  offset by the benefits of aggressive cost reduction efforts. In addition, 2001
  was positively affected by the receipt of non-recurring compensation payments
  associated with operational problems experienced by the carbon monoxide supplier
  to Celaneses Singapore facility from July 2000 through May 2001. Total
  compensation payments, related to the carbon monoxide supplier, received in
  2001 were €43 million, of which €4 million was recognized in 2000.

EBITDA
  excluding special charges for the Acetyl Products segment increased by €8 million
  to €208 million in 2001 as compared to €200 million in 2000.

Chemical
  Intermediates

Net
  sales for the Chemical Intermediates segment decreased by 2% to €1,059 million
  in 2001 from €1,085 million in 2000, primarily due to price decreases (-6%),
  largely offset by volume increases (+2%) and favorable currency movements (+2%).
  For 2001, sales prices were lower than 2000 in most products, including acrylic
  acid, butanol, butyl acrylate and 2-ethyl hexanol, due to global industry capacity
  outpacing market growth and the pass through of falling raw material costs,
  primarily propylene. Volumes in the Chemical Intermediates segment were higher
  with increases in the oxo business line partially offset by decreases in the
  acrylates business line while specialties business line volumes remained relatively
  flat. The oxo business line volume improvement resulted from
  temporary market shortages in Asia. In the acrylates business line, difficult
  business conditions persisted due to continuing price pressure and customer
  consolidation.

40

---

In
  2001, the Chemical Intermediates segment recorded special charges of €358 million.
  These special charges largely resulted from the impairment of most of the segments
  goodwill and a portion of its fixed assets, due to a reassessment in the expected
  long-term value of the segments underlying businesses. Special charges
  were also taken to reduce costs and increase operational efficiency by streamlining
  administrative and operational functions under the Focus and Forward
  initiatives as well as other programs. See Summary of Consolidated Results
   2001 Compared to 2000  Special Charges.

Of
  the €358 million in special charges, €262 million related to goodwill impairments
  and €74 million to fixed asset impairments resulting primarily from the deterioration
  in the outlook of the acrylates and oxo business lines and certain products
  in the specialties business line. The remaining €28 million related to restructuring
  initiatives, primarily for employee severance costs at both plant and administrative
  sites. These charges were partially offset by recoveries due to Celanese of
  €6 million from third party site partners. In 2000, the Chemical Intermediates
  segment recorded special charges of €4 million, primarily related to administrative
  restructuring.

The
  operating loss for the Chemical Intermediates segment increased to €409 million
  from €24 million in 2000. This was primarily due to the special charges previously
  discussed and higher costs due to plant turnarounds and outages. Additionally,
  performance of the acrylates business line was negatively affected by unfavorable
  pricing under an existing supply agreement. Early in the first quarter of 2002,
  a sharp decline in selling prices in the acrylates business line occurred as
  a result of weak market conditions and low utilization rates. As a result, the
  business outlook for the acrylates business line has deteriorated.

EBITDA
  excluding special charges for the Chemical Intermediates segment decreased to
  €27 million in 2001 from €50 million in the comparable period.

Acetate
  Products

Net
  sales for the Acetate Products segment increased by 1% to €762 million in 2001
  from €756 million in 2000. Favorable currency movements (+3%), and slightly
  higher sales volumes (+1%), were largely offset by a change in the composition
  of the segment due to the transfer of the high performance polymer (polybenzimidazole
  or PBI) and Vectran®polymer fiber product lines to Other Activities
  in July 2000 (-2%), and lower average pricing (-1%). Average acetate prices
  declined slightly due to changes in the product mix from higher priced filament
  to lower priced tow. Higher volumes for tow, reflecting increased demand in
  Europe, were mostly offset by the continuing decline in volumes for filament,
  primarily caused by the effects of the weakening U.S. economy, the shift in
  fashion away from filament-based products and increased competition in Asia.

Special
  charges in the Acetate Products segment amounted to €50 million in 2001 as compared
  to €8 million in 2000. The special charges were a continuation of the ongoing
  strategy to improve cost efficiency and align capacity with market demand. See
  Summary of Consolidated Results  2001 Compared to 2000  Special
  Charges. The charges in 2001 were for the costs associated with the closure
  of acetate filament operations in Rock Hill, South Carolina and Lanaken, Belgium,
  as well as costs incurred with the relocation of filament operations within
  the United States. Additional special charges were incurred in connection with
  employee severance costs at its production facility in Mexico. The net charge
  in 2000 represented employee severance costs associated with downsizing across
  the business as well as relocation costs incurred by moving acetate filament
  equipment within North America.

Acetate
  Products recorded an operating loss of €32 million in 2001, compared with an
  operating profit of €9
  million in 2000. Higher special charges, weakening filament volumes, and higher
  energy costs, primarily for coal, were partially offset by continued cost reductions
  at all locations.

EBITDA
  excluding special charges for the Acetate Products segment of €91 million in
  2001 decreased slightly from €92 million in 2000.

41

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Technical
  Polymers Ticona

Net
  sales for the Ticona segment decreased by 16% to €773 million in 2001 from €923
  million in 2000 largely as the result of lower volumes (-18%), as prices (+1%)
  and currency movements (+1%) remained relatively unchanged. Volumes declined
  in many products, including liquid crystal polymers, polyesters and polyacetals,
  due to lower demand, particularly from the global telecommunications and U.S.
  automotive industries. Sales volumes to the global telecommunications industry
  declined sharply, particularly during the second half of 2001, as customers
  depleted their inventory levels in response to lower end user demand. In addition,
  European sales weakened during the fourth quarter, due to reduced demand in
  industrial markets and a weakening of automotive exports. Average prices increased
  slightly as a result of a more favorable product sales mix, but came under pressure
  in the second half as a result of industry overcapacity and imports of standard
  grade polyacetal from Asia.

In
  special charges, the Ticona segment had income of €9 million in 2001 compared
  to income of €29 million in 2000. The income in 2001 resulted from €31 million
  of higher than expected insurance reimbursements associated with the plumbing
  cases, which was largely offset by restructuring expenses for employee severance
  costs in the United States and Europe. These restructuring initiatives were
  taken to streamline administrative and operational functions under the Forward
  initiative. See Summary of Consolidated Results  2001 Compared to
  2000  Special Charges. The favorable adjustment recognized in 2000
  was primarily due to €18 million of higher than expected insurance reimbursements
  associated with the plumbing cases. In addition, an unfavorable tax treatment
  affected the severance benefits to be received by employees in Germany. Therefore,
  Celanese modified the timing of payments associated with the 1999 restructuring
  plan, which resulted in a €10 million favorable adjustment in 2000.

Ticona
  recorded an operating loss of €15 million in 2001 compared to a profit of €96
  million in 2000 due to lower volumes, higher raw material and energy costs,
  and lower income from special charges, which were slightly offset by the benefits
  of cost reduction efforts. Due to decreased demand from customers who were depleting
  their inventory, Ticona temporarily reduced production levels, which resulted
  in higher unit costs.

EBITDA
  excluding special charges declined to €52 million in 2001 compared to €140 million
  in 2000.

Performance
  Products

Net
  sales for the Performance Products segment increased by 8% to €440 million in
  2001 from €409 million in 2000. OPP film sales for 2001, which represented 64%
  of net sales in this segment, decreased 2% from last year, as volumes in 2000
  were higher due to the liquidation of inventory associated with the closure
  of the Swindon, UK facility in 1999. Prices were marginally higher but were
  offset by currency effects. Food ingredients sales for 2001, which represented
  the remaining 36% of total segment net sales, increased by 27% on higher volumes
  for the high intensity sweetener Sunett®and for resale products
  in Japan and Australia. Sorbate prices recovered slightly from the lower levels
  in 2000.

The
  Performance Products segment recorded €4 million of special charges in 2001
  compared to €6 million in 2000. The special charges in 2001 related to severance
  costs associated with the streamlining of operations within the OPP films business.
  See Summary of Consolidated Results  2001 Compared to 2000 
  Special Charges. Special charges in 2000 related primarily to the relocation
  of OPP film production assets from Swindon, UK to Mantes-la-Ville, France.

Operating
  profit for the Performance Products segment of €39 million in 2001 improved
  from €33 million in 2000 mainly as a result of increased volumes for food ingredients.
  This improvement was largely offset by a reduction in the operating profit of
  the OPP films business, primarily resulting from higher raw material costs and
  manufacturing inefficiencies related to the ramp-up of a production line transferred
  from Swindon, UK to Mantes-la-Ville, France as well as a shift to higher product
  grades manufactured in Zacapu, Mexico.

EBITDA
  excluding special charges for the Performance Products segment increased by
  €1 million to €75
  million in 2001 from €74 million in 2000.

42

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Other
  Activities

Other
  Activities includes revenues mainly from Celaneses captive insurance companies,
  Celanese Ventures GmbH, Celanese Advanced Materials, Inc., as well as ancillary
  businesses and service companies, which do not have significant sales. Celanese
  Advanced Materials primarily consists of the high performance polymer PBI and
  Vectran®polymer fiber product lines.

In
  the second quarter of 2000, Celanese acquired 100% of Axiva GmbH, which was
  renamed Celanese Ventures GmbH, a process technology and engineering business,
  from Aventis S.A. In the fourth quarter of 2000, Celanese sold 75% of the process
  technology and engineering business of Axiva GmbH to Siemens and retained selected
  projects, which it continues to operate in the process technology entity which
  was renamed to Celanese Ventures GmbH.

Effective
  July 1, 2000, the PBI and Vectran product lines were transferred from the Acetate
  Products segment to Other Activities to reflect the strategic alignment of PBI
  with the fuel cell project of Celanese Ventures GmbH.

Net
  sales for Other Activities remained relatively flat at €83 million and €84 million
  in 2001 and 2000, respectively, as increased sales due primarily to the full
  year contribution of PBI were offset by a decrease in third party sales by Celaneses
  captive insurance companies.

In
  special charges, Other Activities recorded an expense of €2 million in 2001
  as compared to income of €28
  million in 2000. The €2 million expense primarily consists of corporate employee
  severance costs, which were partially offset by a €4 million favorable adjustment
  related to a net reduction in reserves associated with settlements of environmental
  indemnification and other obligations associated with former Hoechst entities.
  Other Activities recognized a €28 million favorable adjustment to special charges
  in 2000, primarily associated with a restructuring reserve recorded in 1999.
  The reserve was adjusted due to the earlier than expected disposal of the lease
  obligations for former administrative facilities.

The
  operating loss of Other Activities increased to €38 million in 2001 from €21
  million in 2000. The increase resulted primarily from the net effect of special
  charges as discussed above partially offset by increased income generated by
  the full year contribution of the PBI and Vectran product lines.

EBITDA
  excluding special charges for Other Activities improved to a loss of €33 million
  in 2001 from a loss of €56 million in 2000.

Summary of Consolidated
  Results  2001 Compared with 2000

Net
  Sales

Net
  sales decreased by 2% to €5,097 million in 2001 as compared to €5,207 million
  in 2000 primarily as a result of lower volumes and lower selling prices, partially
  offset by favorable currency movements. Slight increases in Acetyl Products,
  Acetate Products and Performance Products were more than offset by decreases
  in Technical Polymers Ticona and Chemical Intermediates. Ticonas sales
  fell sharply as the result of a significant decline in volumes.

Cost
  of Sales

Cost
  of sales decreased by 1% to €4,419 million in 2001 compared with €4,441 million
  in 2000. Cost of sales as a percentage of net sales increased to 87% in 2001
  from 85% in 2000, reflecting higher raw material and energy costs and lower
  capacity utilization, primarily in Ticona.

Selling,
  General and Administrative Expenses

Selling,
  general and administrative expenses increased by 3% to €583 million in 2001
  from €567 million in 2000 driven largely by currency effects and increased selling,
  general and administrative costs associated with the newly acquired PVOH business
  and increased selling efforts in food ingredients. Selling, general and administrative
  expenses as a percentage of sales remained flat at 11% in both 2001 and 2000.
  In 2001, Celanese had favorable adjustments of €12 million relating to a reduction
  in environmental reserves due to favorable trends in environmental remediation,
  lower eBusiness spending as compared to 2000 and positive effects of cost reduction programs throughout
  the entire company. In 2000, Celanese received a €17 million insurance settlement
  related to environmental claims.

43

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Research
  and Development Expenses

Research
  and development expenses remained relatively flat at €95 million in 2001 compared
  to €94 million in 2000. Research and development expenses as a percentage of
  sales remained flat at 2% for both 2001 and 2000.

Special
  Charges

|                            |  | Employee
      Termination
      Benefits |   |  |  | Plant/Office
      Closures |   |  |  | Total
      Restructuring |   |  |  | Non-Restructuring
      Special Charges |   |  |  | Total
      Special
      Charges |   |  |  | Of
      which
      non-cash |  
|--------------------------- |  | ----------------------------------------- | - |  |  | --------------------------- | - |  |  | ------------------------- | - |  |  | --------------------------------------- | - |  |  | --------------------------------- | - |  |  | ----------------------------- | -
|                            |  |                                           |   |  |  |                             |   |  |  |                           |   |  |  |                                         |   |  |  |                                   |   |  |  |                               |  
|                            |  | (
      in € millions)                    |  
|                            |  |                                           |  
|Focus                       |  | 29                                        |   |  |  | 17                          |   |  |  | 46                        |   |  |  | 4                                       |   |  |  | 50                                |   |  |  | 8                             |  
|Forward                     |  | 96                                        |   |  |  | 88                          |   |  |  | 184                       |   |  |  | 88                                      |   |  |  | 272                               |   |  |  | 116                           |  
|Goodwill Impairment         |  |                                          |   |  |  |                            |   |  |  |                          |   |  |  | 262                                     |   |  |  | 262                               |   |  |  | 262                           |  
|Other                       |  |                                          |   |  |  |                            |   |  |  |                          |   |  |  | (35                                     | ) |  |  | (35                               | ) |  |  | (28                           | )
|                            |  |                                           |   |  |  |                             |   |  |  |                           |   |  |  |                                         |   |  |  |                                   |   |  |  |                               |  
|Subtotal                    |  | 125                                       |   |  |  | 105                         |   |  |  | 230                       |   |  |  | 319                                     |   |  |  | 549                               |   |  |  | 358                           |  
|Restructuring Adjustments   |  | (2                                        | ) |  |  | (17                         | ) |  |  | (19                       | ) |  |  |                                        |   |  |  | (19                               | ) |  |  | (19                           | )
|                            |  |                                           |   |  |  |                             |   |  |  |                           |   |  |  |                                         |   |  |  |                                   |   |  |  |                               |  
|Total
      Special Charges |  | 123                                       |   |  |  | 88                          |   |  |  | 211                       |   |  |  | 319                                     |   |  |  | 530                               |   |  |  | 339                           |  
|                            |  |                                           |   |  |  |                             |   |  |  |                           |   |  |  |                                         |   |  |  |                                   |   |  |  |                               |  

Project
  Focus, initiated in early 2001, set goals to reduce trade working
  capital by €100 million compared to end of year 2000 levels, limit capital expenditures
  to a maximum of last years level of €235 million and contribute €100 million to EBITDA from
  programs to increase efficiency. Project Forward was announced at
  the end of August 2001 and initiated additional restructuring and other measures
  to reduce costs and raise profitability. The restructuring initiatives detailed
  below are expected to result in a reduced cost base and operational efficiencies
  in 2002.

In
  2001, Celanese recorded special charges totaling €530 million, which consisted
  of €230 million of restructuring charges, €19 million of favorable adjustments
  to restructuring reserves recorded in 1999 and 2000 and €319 million of other
  special charges. Of the €230 million of restructuring charges, €46 million related
  to the Focus initiative and €184 million related to the Forward
  initiative.

The
  €46 million of restructuring charges related to the Focus initiative
  included employee severance costs of €29 million and plant and office closure
  costs of €17 million. The €29 million of employee severance costs primarily
  consisted of €11 million for the shut-down of acetate filament production at
  Rock Hill, South Carolina, €16
  million to streamline operations at two chemical production facilities in the
  United States, €1 million for the idling of the pentaerythritol unit at Edmonton,
  Alberta and €1 million for the closure of a chemical distribution terminal in
  the United States.

The
  €17 million of Focus initiative restructuring charges related to
  plant and office closure costs consisted of fixed asset impairments of €5 million
  for the shut-down of the acetate filament unit at Lanaken, Belgium and €4 million of fixed asset
  impairments and other closure costs related to the closure of a chemical distribution
  terminal in the United States. Also included in plant and office closure costs
  were €6 million for equipment and other decommissioning costs for the acetate
  filament production at Rock Hill, and €2 million for equipment and other idling
  costs for the pentaerythritol unit at Edmonton.

The
  €184 million of restructuring charges related to the Forward initiative
  included employee severance costs of €96 million and plant and office closure
  costs of €88 million. The €96 million of employee severance costs consisted
  primarily of €26 million for the streamlining of chemical production and administrative
  positions in the United States, Germany and Singapore, €23 million for administrative
  and production positions at Ticona in the United States and Germany, which is
  net of a €5 million reimbursement from a third party site partner, €18 million
  for the restructuring of production and administrative positions in Mexico,
  net of €4 million relating to a reimbursement from a third party site partner
  and income from forfeited pension plan assets, €7 million for the closure of
  the acetic acid, pentaerythritol and vinyl acetate monomer units and the elimination
  of administrative positions in Edmonton, €7 million for the elimination of corporate
  administrative positions, €6 million resulting from
  the closure of a chemical research and development center in the United States,
  €5 million for the shut-down of acetate filament production at Lanaken, Belgium,
  and €4 million for Trespaphan restructuring in Germany, France, Mexico and the
  United States.

44

---

The
€88 million of Forward initiative restructuring charges related to
plant and office closures consisted of €72 million for the cancellation of supply
contracts, other required decommissioning and environmental closure costs and
fixed asset impairments relating to the closure of the acetic acid, pentaerythritol
and vinyl acetate monomer units in Edmonton. Also included in plant and office
closure costs were €11 million for fixed asset impairments, contract cancellation
and other costs associated with the closure of the chemical research and development
center in the United States, €4 million for shut-down costs at the acetate filament
facility in Lanaken, and €1 million associated with the cancellation of a lease
associated with the closure of an administrative facility in Germany.

In
  2001, the Focus and Forward initiatives identified approximately
  1,600 positions to be eliminated, of which approximately 500 positions had been
  eliminated as of December 31, 2001.

The
  €19 million of favorable adjustments associated with prior year restructuring
  reserves consisted of a €5
  million adjustment to the 1999 reserves and a €14 million adjustment to the
  2000 reserves. Of the 1999 adjustment, €3 million related to the reversal of
  a reserve for closure costs for a parcel of land in Celaya, Mexico that Celanese
  donated to the Mexican government, which assumed the remaining liabilities.
  The 1999 adjustment also included €2 million relating to less than anticipated
  severance costs for Ticona employees in Germany. The entire 2000 adjustment
  was due to lower than expected demolition and decommissioning costs for the
  Acetyl Products production facility in Knapsack Germany. This adjustment resulted
  from a third party site partner assuming ownership of the existing facility
  and obligations.

The
  other special charges of €319 million consisted of Chemical Intermediates goodwill
  impairment of €262
  million, Chemical Intermediates fixed asset impairments of €74 million, Acetyl
  Products fixed asset impairments of €18 million and €2 million for the relocation
  of acetate filament production assets associated with restructuring initiatives.
  These charges were slightly offset by recoveries due to Celanese of €6 million
  from third party site partners. Additionally, special charges of €4 million
  related to the Focus initiative were recorded for the relocation
  of acetate filament production assets associated with restructuring initiatives.
  Also included in other special charges was €31 million of income from the receipt
  of higher than expected insurance reimbursements linked to the plumbing cases
  (See Note 24 to the Consolidated Financial Statements) and €4 million of favorable
  adjustments related to a net reduction in reserves associated with settlements
  of environmental indemnification and other obligations associated with former
  Hoechst entities.

In
  2000, Celanese recorded special charges totaling €29 million, which consisted
  of €97 million of restructuring charges, €59 million of favorable adjustments
  to restructuring reserves recorded in 1999, €9 million of costs for the relocation
  of production assets associated with restructuring initiatives and €18 million
  of favorable adjustments from the receipt of higher than expected insurance
  reimbursements linked to the plumbing cases (See Note 24 to the Consolidated
  Financial Statements).

The
  €97 million of restructuring charges included employee severance costs of €46
  million and plant and office closure costs of €51 million. Employee severance
  costs of €33 million related mainly to the reduction of approximately 170 positions
  at two U.S. chemical facilities and the closure of a European Acetyl Products
  plant. Additionally, severance costs of €11 million were associated with the
  planned reduction of approximately 115 positions in the Acetate Products segment.
  The plant and office closure charges of €51 million consisted mainly of contractual
  obligations and asset impairments for the closure of an Acetyl Products plant
  in Europe (€47 million). Annual cost savings from the 2000 restructuring initiatives
  are estimated to be in excess of €35
  million upon completion of these initiatives.

The
  €59 million of favorable adjustments to the 1999 restructuring reserves related
  to employee termination benefits (€24 million) and plant and office closures
  (€35 million). Employee termination benefits were adjusted by €11
  million due largely to unplanned voluntary resignations and by €10 million due
  to the aforementioned modification of the 1999 restructuring plan in the Ticona
  segment. In addition, a delay in the scheduled closure of a U.S. acetate filament
  production facility led to a net adjustment of €3 million in restructuring reserves.
  This facility was closed in 2001. The adjustments associated with plant and
  office closures resulted mainly from the earlier
  than expected disposal of lease obligations for former administrative facilities
  (€28 million). As a result of the need for additional office space following
  the acquisition of the PVOH business, we cancelled previous plans to rationalize
  the U.S. chemical administration building (€4 million). The closure costs of
  a Canadian acetate filament facility were lower than estimated (€3 million).

45

---

Special
  charges of €9 million consisted of non-restructuring charges related to the
  relocation of the OPP Film production assets from Swindon, UK to Mantes-la-Ville,
  France (€6 million) and the cost of transferring acetate filament equipment
  within North America resulting from restructuring initiatives (€3 million).

Foreign
  Exchange Gain (Loss)

Foreign
  exchange gain (loss) decreased to a gain of €2 million in 2001 from a gain of
  €5 million in 2000. This change is primarily attributable to the fluctuation
  of the U.S. dollar against the euro.

Operating
  Profit (Loss)

An
  operating loss of €528 million was incurred in 2001 compared to a profit of
  €83 million in 2000. The main reason for this change was the increase in special
  charges, which increased from €29 million in 2000 to €530 million in 2001. The
  effects of lower volumes, mainly at Ticona, and higher raw material and energy
  costs, throughout the segments, also contributed to the decrease.

EBITDA
  excluding special charges totaled €420 million in 2001 compared to €500 million
  in 2000.

Equity
  in Net Earnings of Affiliates

Equity
  in net earnings of affiliates decreased to €13 million in 2001 from €19 million
  in 2000. This decrease was mainly attributable to decreased earnings from Polyplastics
  Co. Ltd., which was affected by the slowing Asian economy.

Interest
  Expense

Interest
  expense increased by 8% to €81 million in 2001 from €75 million in 2000, mainly
  as a result of interest associated with the time value of call options and lower
  capitalization of interest in 2001 as compared to 2000 resulting primarily from
  the completed construction of Celaneses plant in Singapore, partially
  offset by a lower average debt level in 2001 compared to 2000.

Interest
  and Other Income, Net

Interest
  and other income, net decreased to €64 million in 2001 from €112 million in
  2000, mainly due to lower transaction gains on foreign currency financing, write-offs
  of certain investments, including eBusiness interests, and lower interest income,
  partially offset by higher dividend income from our investments in Saudi Arabia
  and China. In 2001, Celanese received gross proceeds of €10 million and recorded
  a gain of €6 million relating to the sale of its ownership interests in Infraserv
  GmbH & Co. Münchsmünster KG, Hoechst Service Gastronomie GmbH,
  and Covion Organic Semiconducters GmbH.

Income
  Taxes

In
  2001, Celanese recognized an income tax benefit of €138 million as compared
  to a provision of €84 million in 2000. The effective tax rate was 26% in 2001
  as compared to 60% in 2000. The effective tax rate in 2001 was favorably affected
  by the full recognition of previously reserved deferred tax assets of a subsidiary
  in Germany (€46 million), the utilization of certain net operating loss carryforwards,
  offset by non-deductible goodwill amortization and impairment charges.

Discontinued
  Operations

In
  2001, Celanese completed the sale of NADIR filtration GmbH, formerly Celgard
  GmbH and received minimal proceeds from this sale and recorded a gain, net of
  tax, of €2 million in gain on disposal of discontinued operations. Celanese
  recorded an additional gain in 2001 of €7 million, net of taxes, in gain on
  disposal of discontinued operations related to a business divested in 2000.

In
  2000, Celanese completed the sale of Vinnolit Kunstoff GmbH, Vintron GmbH and
  the phosphorous and phosphorous derivatives business conducted by the Thermphos
  Group. Celanese received gross proceeds of €35
  million from the sales of these discontinued operations, which led to a net
  cash inflow in 2000 of €30 million from the 2000 divestitures and additional
  cash inflow of €60 million from the 1999 divestitures.

46

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The
  completion of the Thermphos, Vintron and Vinnolit transactions led to a gain
  in 2000 of €9 million, net of taxes, which was offset by additional losses incurred
  in 2000 relating to other discontinued operations sold in 1999.

Earnings
  from discontinued operations, net of taxes, in 2000 were €3 million and consisted
  of earnings from operations of discontinued operations.

In
  1999, Celanese completed the sales of Copley Pharmaceuticals Inc., the ethylene
  oxide / ethylene glycol business, the U.S. and Japanese separation products
  business, the polyester fiber and bottle resin business in Millhaven, Ontario,
  Canada and Celaneses interests in the Dyneon fluoropolymer and Targor
  polypropylene joint ventures. Celanese received gross proceeds of €1,001 million
  from the sales of these discontinued operations, which led to a net cash inflow
  of €913 million in 1999. As a result of these transactions, Celanese recognized
  a gain in 1999 of €452 million, net of taxes, on disposals of discontinued operations
  in the consolidated statement of operations. In addition, earnings from operations
  of discontinued operations, net of taxes, in 1999 were €14 million relating
  to these divested businesses (See Note 6 to the Consolidated Financial Statements).

Earnings
  from discontinued operations, net of taxes, in 1999 of €310 million consisted
  of the net gain associated with the transactions discussed above of €452 million,
  the expected loss on the transactions associated with the businesses to be divested
  in 2000 of €154 million and the earnings from operations of discontinued operations
  of €12 million.

The
  following table summarizes the results of the discontinued operations for the
  years ended December 31, 2001, 2000 and 1999.

|                                                      | Sales           |  | Operating
      Profit (Loss) |  | Equity
      in Net
      Earnings of Affiliates | 
|----------------------------------------------------- | --------------- |  | ----------------------------- |  | ------------------------------------------------ | 
|                                                      |                 |  |                               |  |                                                  | 
|                                                      | 2001            |  | 2000                          |  | 1999                                             | 
|                                                      |                 |  |                               |  |                                                  | 
|                                                      | (in € millions) | 
|                                                      |                 | 
|Discontinued
      operations of Performance Products |                |  |                              |  | 54                                               | 
|Discontinued
      operations of Other Activities     |                |  | 54                            |  | 649                                              | 
|Discontinued
      operations of equity investments   |                |  |                              |  |                                                 | 
|                                                      |                 |  |                               |  |                                                  | 
|Total
      Discontinued Operations                   |                |  | 54                            |  | 703                                              | 
|                                                      |                 |  |                               |  |                                                  | 

Net
  Earnings (Loss)

As
  a result of the factors mentioned above, the net earnings (loss) of Celanese
  decreased by €443 million to a net loss of €385 million in 2001 from net earnings
  of €58 million in 2000.

Summary by Business
  Segment  2000 Compared with 1999

Acetyl
  Products

Net
  sales for the Acetyl Products segment increased by 35% to €2,106 million in
  2000 from €1,561 million in 1999 due to price increases (+23%), favorable currency
  effects (+13%), and the acquisition of PVOH (+2%) while volumes decreased (-3%).
  Significant price increases, in particular for acetic acid and vinyl acetate
  monomer (up approximately 25%), and a reduction in operating costs offset the
  rapid rise in prices of key hydrocarbons, such as natural gas, ethylene and
  butane. Constricted industry capacity due to production outages in the market
  contributed to price increases.

Due
  to a production interruption at the Clear Lake, Texas facility in mid-year 2000,
  we declared force majeureworld-wide in acetic acid, vinyl acetate monomer,
  acetate esters, and acetic anhydride for a five week period. Additionally, although
  the acetic acid plant in Singapore started up as scheduled in July 2000, production
  was severely constrained by a suppliers inability to deliver carbon monoxide
  to our facility on a consistent and reliable basis. As a result, Celanese had
  to maintain force majeure for acetic acid and vinyl acetate monomer for its
  Asian customers until
  March 16, 2001. On March 20, 2001, Celanese entered into an agreement in which
  Celanese received a payment of approximately €35 million. This payment represented
  compensation related to the aforementioned operational problems at the suppliers
  Singapore facility through March 2001. Of this amount, approximately €31 million
  was recognized in Celaneses first quarter 2001 operating results. The
  remainder was recognized in the fourth quarter 2000.

47

---

In
  2000, the Acetyl Products segment recorded special charges of €68 million, which
  included €53 million from the closure of acetic acid, acetic anhydride and acetaldehyde
  units at Knapsack, Germany. The remaining €15
  million was primarily associated with employee severance costs from restructuring
  at an administrative office and a production facility in Texas. Special charges
  of €53 million were recorded in 1999 for the closure of an acetaldehyde unit
  in Europe and an acetyl and acetyl derivatives unit in Mexico as well as costs
  related to downsizing across all operations.

The
  operating loss for the Acetyl Products segment was reduced to €10 million in
  2000 from €65 million in 1999. The operating loss in 2000 was favorably affected
  by our ability to pass along rising raw material and energy costs, the elimination
  of costs associated with higher cost production facilities closed in 1999 and
  2000 and other cost reduction initiatives. However, the improvements in 2000
  were partially offset by production disruptions at Singapore and Clear Lake
  and incremental depreciation and amortization primarily associated with the
  new Singapore units, the PVOH acquisition and the acquisition of the minority
  interests in Celanese Canada, Inc.

EBITDA
  excluding special charges for the Acetyl Products segment increased by €111
  million to €200 million in 2000 as compared to €89 million in 1999.

Chemical
  Intermediates

Net
  sales for the Chemical Intermediates segment increased by 23% to €1,085 million
  in 2000 from €884 million in 1999, primarily due to price increases (+15%) and
  favorable currency movements (+10%), which were partially offset by slightly
  lower volumes (-1%). Additionally, net sales were reduced by 1% as 1999 net
  sales included the final milestone payment of €13 million related to an acrylate
  project in Germany, which did not reoccur in 2000. Prices increased for a majority
  of products including acrylic acid, butanol, butyl acrylate and 2-ethyl hexanol,
  primarily driven by the increase in the cost of propylene. Although price increases
  for oxo products kept pace with higher raw material costs, we were not able
  to fully pass along rising raw material and energy costs to customers for acrylate
  products. Oxo volumes in 2000 remained at previous year levels due to a decision
  not to participate in the low pricing environment in Asia.

In
  2000, the Chemical Intermediates segment recorded special charges of €4 million,
  primarily related to administrative restructuring. This compares to special
  charges of €57 million in 1999, mainly related to an asset impairment charge
  associated with a European facility.

The
  operating loss for the Chemical Intermediates segment was reduced to €24 million
  in 2000 from €47
  million in 1999. The 1999 operating results were favorably affected by an insurance
  settlement of €17 million and the €13 million milestone payment mentioned above.
  However, after adjusting for these events and lower special charges, operating
  profit remained largely unchanged as price increases and cost reductions were
  offset by higher raw material and energy costs.

EBITDA
  excluding special charges for the Acetyl Products segment decreased to €50 million
  in 2000 from €84
  million in the comparable period. Excluding the insurance settlement and milestone
  payment noted above, EBITDA excluding special charges was largely unchanged.

Acetate
  Products

Net
  sales for the Acetate Products segment increased by 2% to €756 million
  in 2000 from €739 million in 1999. Favorable currency movements (+12%)
  and price increases (+2%), were partially offset by lower sales volumes (-10%)
  and a change in the composition of the segment (-2%) due to the transfer of
  the high performance polymer PBI, and Vectran® polymer fiber product lines
  to Other Activities in July 2000. Average acetate prices improved primarily
  due to changes in product mix from the lower priced flake to higher priced tow.
  Volumes declined in flake and filament while increasing in tow. Flake volumes
  decreased due to lower sales to the non-consolidated Chinese joint ventures
  as the ventures increased local production. Acetate filament experienced a continuing
  decline in volumes and weaker pricing as a result of the reduction in the demand
  for acetate filament driven by a shift in fashion away from filament-based fabrics,
  inter-fiber substitution and Asian competition. Tow volumes were higher in 2000,
  as compared to 1999, due to increased demand in Europe.

The
  Acetate Products segment recorded special charges of €8 million in 2000 as compared
  to special charges of €81 million in 1999. The net charge in 2000 represented
  employee severance costs associated with downsizing

48

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across the business as
  well as relocation costs incurred by moving acetate filament equipment within
  North America. These charges were partially offset by a €3 million net adjustment
  of a 1999 restructuring reserve due to the subsequent decision to delay the
  closure of an acetate filament facility in the U.S. beyond one year. The 1999
  special charges related primarily to restructuring charges of €66 million associated
  with the closures of acetate filament units in the U.S. and Canada and the partial
  shutdown of a filter products unit in Mexico. In addition, the charges included
  severance costs associated with downsizing across the business and an asset
  impairment charge in acetate filament. Overall, Celanese reduced capacity in
  acetate filament by nearly 40,000 metric tons during 1999 and 2000.

Operating
  profit for the Acetate Products segment of €9 million in 2000 improved from
  an operating loss of €46
  million in 1999. Lower special charges and continued cost reductions at all
  locations were partially offset by the effects of a decrease in acetate flake
  and acetate filament sales volumes, as well as higher raw material and energy
  costs.

EBITDA
  excluding special charges for the Acetate Products segment of €92 million in
  2000 declined slightly as compared to €95 million in 1999.

Technical
  Polymers Ticona

Net
  sales for the Ticona segment increased by 17% to €923 million in 2000 from €788
  million in 1999, reflecting favorable currency movements (+9%), higher volumes
  (+7%), and price increases (+1%). Favorable volumes were due to higher demand
  from the automotive sector, the electrical/electronic industry and for new applications.
  Volume growth was strong, especially in Europe. However, the U.S. economy began
  to soften in the fourth quarter, which reduced demand from the automotive sector.
  Prices remained relatively flat because of industry pressures, particularly
  in the U.S., and imports of standard grade products from Asia.

In
  special charges, Ticona recorded €29 million of income in 2000 as compared to
  €154 million of expense in 1999. The income recorded in 2000 was primarily due
  to an €18 million insurance reimbursement associated with the plumbing cases.
  In addition, an unfavorable tax treatment affected the severance benefits to
  be received by employees in Germany. Therefore, we modified the timing of payments
  associated with our 1999 restructuring plan, which resulted in a €10 million
  adjustment in 2000. The 1999 special charges of €154 million included the €128 million charge related
  to the plumbing cases. The remainder of the 1999 special charges mainly consisted
  of restructuring charges associated with employee severance costs.

Operating
  profit for the Ticona segment increased to €96 million from an operating loss
  of €96 million in 1999. Operating results improved due to higher sales volumes
  and the positive effects of lower special charges in 2000. In addition, cost
  reductions and productivity improvements favorably affected operating results.
  These benefits were partially offset by the rapid increase in raw material and
  energy costs, particularly in the fourth quarter. Earnings were reduced in 2000
  by the COC production plant start-up and investments in eBusiness.

EBITDA
  excluding special charges for the Ticona segment increased by €17 million to
  €140 million in 2000 from €123 million in 1999.

Performance
  Products

Net
  sales for the Performance Products segment increased by 3% to €409 million in
  2000 from €397 million in 1999. OPP film sales for 2000, which represented 70%
  of net sales in this segment, increased by 2%, mainly due to higher average
  prices and favorable currency effects, which were largely offset by volume declines
  resulting from the closure of the Swindon, UK facility in 1999. The increase
  in average prices for OPP films resulted from a shift in the product mix towards
  higher value added products and the pass through of higher raw material costs.
  Food ingredients sales for 2000, which represented 30% of total segment net
  sales, increased by 6% due to higher volumes
  and favorable currency effects, which were offset by price decreases. Higher
  sales volumes were attributable to increased usage of the high intensity sweetener
  Sunett®in the U.S. beverage industry as well as by the return
  of customers from Chinese competitors after a successful patent infringement
  lawsuit in the UK. Intense competition from Japanese and Chinese producers led
  to a decrease in sorbates prices. Prices, however, partially recovered in the
  fourth quarter of 2000 due to improved business conditions.

49

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The
  Performance Products segment recorded €6 million of special charges in 2000
  primarily relating to the relocation of OPP film production assets from Swindon,
  UK to Mantes-la-Ville, France. This compares to €99
  million of special charges in 1999, of which €75 million related to antitrust
  actions in the sorbates industry (See Note 24 to the Consolidated Financial
  Statements). The remainder was mainly due to restructuring charges associated
  with the closure of the Swindon, UK OPP films facility.

Operating
  profit for the Performance Products segment of €33 million in 2000 improved
  from an operating loss of €93 million in 1999. The improvement was mainly
  due to a lower fixed cost base in the OPP films business resulting from the
  Swindon closure and the increased sales of higher value added products as well
  as increased volumes of the high intensity sweetener Sunett® in the food
  ingredients business. Lower special charges in 2000 also contributed favorably
  to the operating results.

EBITDA
  excluding special charges for the Performance Products segment increased by
  €32 million to €74
  million in 2000 from €42 million in 1999.

Other
  Activities

Net
  sales for Other Activities increased by 40% to €84 million in 2000 from €60
  million in 1999. The increase was primarily due to the transfer of PBI and Vectran®from Acetate Products in 2000, which contributed €11 million during the
  second half of 2000. PBI and Vectran had net sales of €17 million in 1999.

In
  special charges, Other Activities recorded a €28 million favorable adjustment
  in 2000 primarily associated with a restructuring reserve recorded in 1999.
  The reserve was adjusted due to the earlier than expected disposal of the lease
  obligations for former administrative facilities. Other Activities recorded
  €115 million of special charges in 1999, of which €52 million related to environmental
  and other costs associated with previously divested entities of Hoechst and
  €28 million represented demerger costs. The remainder relates to restructuring
  charges associated with the closure of an administrative facility in the U.S.
  and in Canada.

The
  operating loss of Other Activities improved by €153 million to €21 million in
  2000 compared to €174
  million in 1999. The main reason for this improvement was the positive effect
  of lower special charges in 2000 as compared to 1999.

EBITDA
  excluding special charges for Other Activities remained flat at a loss of €56
  million in 2000 and 1999.

Summary of Consolidated
  Results  2000 Compared with 1999

Net
  Sales

Net
  sales increased by 21% to €5,207 million in 2000 as compared to €4,318 million
  in 1999 primarily as a result of higher selling prices and favorable currency
  movements, which were slightly offset by lower volumes. Selling prices increased
  in all segments predominantly due to the higher cost of raw materials and a
  shift in product mix.

Cost
  of Sales

Cost
  of sales increased by 23% to €4,441 million in 2000 compared with €3,621 million
  in 1999. Cost of sales as a percentage of net sales increased to 85% in 2000
  from 84% in 1999, reflecting higher raw material costs. Additionally, in order
  to be consistent with industry practice, €37 million of distribution costs incurred
  in 2000 were included in cost of sales. The comparable costs of €34 million
  were included in selling, general and administrative expenses in 1999.

Selling,
  General and Administrative Expenses

Selling,
  general and administrative expenses decreased by 1% to €567 million in 2000
  from €570 million in 1999. Selling, general and administrative expenses as a
  percentage of sales decreased to 11% in 2000 from 13% in 1999. Selling, general
  and administrative expense was significantly reduced by cost reduction programs
  throughout the entire company. In addition, the aforementioned reclassification
  in 2000 of distribution costs to cost of sales resulted in a decrease of €34
  million. Additionally, the receipt of a €17 million insurance settlement related
  to environmental claims contributed to the decrease. Partially offsetting these
  decreases were strategic measures

50

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such as our participation
  in major industry eBusiness platforms, which increased selling, general and
  administrative expenses by approximately €20 million in 2000. Additionally,
  selling, general and administrative expenses increased in 2000 due to the full
  year amortization relating to Celaneses acquisition of the minority interest
  in Celanese Canada in the third quarter 1999 as well as the change in the remaining
  life of the 1987 Celanese merger goodwill from 27 to 20 years. Excluding the
  items noted above as well as currency effects, selling, general and administrative
  expenses decreased by approximately 4% in 2000 over the comparable period.

Research
  and Development Expenses

Research
  and development expenses increased by 19% to €94 million in 2000 from €79 million
  in 1999 largely due to currency effects. Research and development expenses as
  a percentage of sales remained flat at 2% for both 2000 and 1999.

Special
  Charges

In
  2000, Celanese recorded special charges totaling €29 million, which consisted
  of €97 million of restructuring charges, €59 million of income for adjustments
  to restructuring reserves recorded in 1999, €9 million of costs for the relocation
  of production assets associated with restructuring initiatives and €18 million
  of income from the receipt of higher than expected insurance reimbursements
  linked to the plumbing cases (See Note 24 to the Consolidated Financial Statements).

The
  €97 million of restructuring charges included employee severance costs of €46
  million and plant and office closure costs of €51 million. Employee severance
  costs of €33 million related mainly to the reduction of approximately 170 positions
  at two U.S. chemical facilities and the closure of a European Acetyl Products
  plant. Additionally, severance costs of €11 million were associated with the
  planned reduction of approximately 115 positions in the Acetate Products business.
  The plant and office closure charges of €51 million consisted mainly of contractual
  obligations and asset impairments for the closure of an Acetyl Products plant
  in Europe (€47 million). Annual cost savings from all of the 2000 restructuring
  initiatives are estimated to be in excess of €35 million upon completion of
  these initiatives.

The
  €59 million of income for adjustments to the 1999 restructuring reserves related
  to employee termination benefits (€24 million) and plant and office closures
  (€35 million). Employee termination benefits were adjusted by €11
  million due largely to unplanned voluntary resignations and by €10 million due
  to the aforementioned modification of the plan in the Ticona segment. In addition,
  a delay in the scheduled closure of a U.S. acetate filament production facility
  led to a net adjustment of €3 million in restructuring reserves. This facility
  was closed in 2001. The adjustments associated with plant and office closures
  resulted mainly from the earlier than expected disposal of lease obligations
  for former administrative facilities (€28 million). As a result of the need
  for additional office space following the acquisition of the PVOH business,
  we cancelled previous plans to rationalize the U.S. chemical administration
  building (€4 million). The closure costs of a Canadian acetate filament facility
  were lower than estimated (€3 million).

Special
  charges of €9 million consist of non-restructuring charges related to the relocation
  of the OPP Film production assets from Swindon, UK to Mantes-la-Ville, France
  (€6 million) and the cost of transferring acetate filament equipment within
  North America resulting from restructuring initiatives (€3 million).

In
  1999, Celanese recorded special charges totaling €559 million. This amount consisted
  of non-restructuring special charges of €341 million relating primarily to the
  plumbing cases (€128 million; see Note 24 to the Consolidated Financial Statements),
  the U.S. antitrust actions in the sorbates industry (€75 million; see Note 24
  to the Consolidated Financial Statements), asset impairments (€56 million),
  environmental and other costs associated with
  previously divested Hoechst entities (€52 million) and demerger costs (€28 million).
  The remaining amount of €218 million related to restructuring charges of which
  €116 million represented personnel severance costs and €102
  million was associated with plant and office closures. The personnel severance
  costs were associated with the expected elimination of approximately 2,000 positions.
  Annual cost savings from all of the 1999 restructuring initiatives were estimated
  to be in excess of €130 million upon completion of these initiatives.

51

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Foreign
  Exchange Gain (Loss)

Foreign
  exchange gain (loss) increased to a gain of €5 million in 2000 from a loss of
  €12 million in 1999. This change is primarily attributable to the appreciation
  of the U.S. dollar against the euro.

Operating
  Profit (Loss)

Operating
  profit was €83 million in 2000 compared to an operating loss in 1999 of €521
  million. The main reason for this change was the reduction of special charges,
  which decreased from €559 million in 1999 to €29
  million in 2000. Also contributing to the improvement in operating profit were
  favorable currency movements, cost reductions and improved pricing, which were
  partially offset by increased raw material costs.

EBITDA
  excluding special charges totaled €500 million in 2000 compared to €377 million
  in 1999.

Equity
  in Net Earnings of Affiliates

Equity
  in net earnings of affiliates increased to €19 million in 2000 from €7 million
  in 1999. This increase was mainly attributable to increased earnings from Polyplastics,
  which benefited from increased sales from a new plant in Malaysia which began
  operations in early 2000.

Interest
  Expense

Interest
  expense decreased by 32% to €75 million in 2000 from €111 million in 1999, mainly
  as a result of lower net average debt outstanding during 2000 compared to 1999.
  The decrease was partially offset by an increase in average interest rates as
  well as the impact of the appreciation of the U.S. dollar against the euro,
  as the majority of Celaneses debt is denominated in U.S. dollars.

Interest
  and Other Income, Net

Interest
  and other income, net increased to €112 million in 2000 from €33 million in
  1999, mainly due to higher dividend income from our investments in China and
  Saudi Arabia, transaction gains on foreign currency financing and higher interest
  income.

Income
  Taxes

In
  2000, Celanese recognized an income tax provision of €84 million as compared
  to a benefit of €83 million in 1999. The effective tax rate was 60% as compared
  to 14% in 1999. The effective tax rate in 2000 was affected by tax provisions
  for valuation adjustments recognized in 2000 related to prior year tax events
  (€64 million) and the utilization of net operating loss carryforwards in Germany,
  partially offset by non-deductible goodwill amortization. The effective tax
  rate in 1999 was impacted by goodwill amortization, new tax consolidation rules
  in Mexico and losses in Germany for which no benefit was recognized.

Minority
  Interests

Earnings
  attributable to minority interests were €0 million in 2000 compared to income
  of €7 million in 1999. This decrease was principally attributable to the purchase
  of the minority interests in Celanese Canada.

Extraordinary
  Item

No
  extraordinary expense was incurred in 2000. Celanese incurred extraordinary
  expenses of €15 million in 1999 for early termination costs relating to the
  extinguishment of debt and the associated interest rate swaps.

Net
  Earnings (Loss)

As
  a result of the factors mentioned above, the net earnings (loss) of Celanese
  increased by €265 million to net earnings of €58 million in 2000 from a net
  loss of €207 million in 1999.

52

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Liquidity and Capital
  Resources

Cash Flows

Net
  Cash Provided by Operating Activities

Net
  cash provided by operating activities was €520 million, €58 million, and €183
  million for the years ended December 31, 2001, 2000 and 1999, respectively.

The
  increase in net cash provided by operating activities of €462 million in 2001
  as compared to 2000 is primarily attributable to a decrease in the net cash
  outflow for special charges of €268 million and cash generated through a reduction
  in trade working capital of €306 million. The special charges of €530 million
  recorded in 2001 include €339 million of non-cash items and net cash items amounting
  to €191 million, of which approximately €50
  million was paid out and approximately €50 million was received, both during
  2001. Trade working capital was significantly reduced from €993 million at the
  end of 2000 to €687 million at the end of 2001, the lowest level since the demerger.
  Cash provided by operating activities was affected by weaker operating results
  and the funding of pension obligations in 2001.

Net
  cash provided by operating activities decreased to €58 million in 2000 compared
  to €183 million in 1999. This decrease was primarily attributable to the net
  cash outflow of €369 million for the payment of liabilities recorded as special
  charges in 1999 and 2000 in addition to an increase in trade working capital,
  partially offset by stronger operating results in 2000.

Net
  Cash Provided by (Used in) Investing Activities

Net
  cash provided by (used in) investing activities was €(121) million, €(505) million,
  and €257 million for the years ended December 31, 2001, 2000 and 1999, respectively.

The
  decrease in cash outflows of €384 million in 2001 is primarily a result of outflows
  relating to the PVOH (€359 million) and Axiva GmbH (€38 million) acquisitions
  in 2000 partially offset by lower proceeds from the disposal of discontinued
  operations in 2001. In 2001, capital expenditures of €231 million were partially
  offset by the receipt of proceeds of €58 million from the collection of a note
  related to the sale of a business divested in 1999 and other proceeds from the
  disposition of assets. In addition, net proceeds from the purchases and sales
  of marketable securities resulted in a net cash inflow of €50 million in 2001.
  (See Note 7 to the Consolidated Financial Statements)

Capital
  expenditures on property, plant & equipment decreased slightly to €231
  million in 2001, as compared to €235 million in 2000. Celanese achieved
  the financial target under its Focus program to limit capital expenditures
  so as not to exceed the 2000 level. Celanese made focused capital investments
  which included the on-going construction of the new GUR® plant at the Bishop,
  Texas facility and a major capacity expansion for Vectra® at Shelby, North
  Carolina. The Vectra expansion is needed to supply the projected long-term demand
  of the telecommunications industry and to develop and grow emerging markets.

Net
  cash used in investing activities amounted to €505 million in 2000 compared
  to a cash inflow of €257
  million in 1999. The use of cash for acquisitions of the PVOH business and Axiva
  GmbH, as discussed above, was partially offset by net proceeds of €90 million
  from discontinued operations, which included the sale of the assets of Vinnolit
  Kunststoff GmbH, the Vintron GmbH business and the phosphorous and phosphorous
  derivatives business conducted by the Thermphos Group in 2000. In addition,
  net payments from the purchases and sales of marketable securities resulted
  in a net cash outflow of €7 million in 2000. Capital expenditures on property,
  plant & equipment decreased to €235 million in 2000, as compared to €262 million in 1999. This
  decrease was reflected in all segments, except for the Ticona segment.

Net
  Cash Provided by (Used in) Financing Activities

Net
  cash provided by (used in) financing activities was €(376) million, €77 million,
  and €(72) million for the years ended December 31, 2001, 2000 and 1999, respectively.

53

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The
  net cash used in financing activities in 2001 was primarily due to debt repayments
  aggregating €356
  million in 2001 (see Short-term and Long-term Borrowings). In addition,
  Celanese paid a cash dividend of €20
  million, €0.40 per share, in 2001.

Net
  cash provided by financing activities increased to €77 million in 2000 from
  cash used in financing activities of €72 million in 1999. The main factor affecting
  cash provided by financing activities in 2000 was proceeds received from debt
  financing amounting to €271 million. By drawing on Celaneses credit facilities
  and utilizing cash reserves, Celanese financed the PVOH and Axiva GmbH acquisitions
  as well as the payment of special charges. In 2000, Celanese also repurchased
  approximately 10% of its shares then outstanding.

Liquidity

Cash
  generated from reducing trade working capital and from other operating activities
  in 2001 was primarily used to repay debt and to fund pension obligations. As
  a result, net current assets (defined as total current assets, less total current
  liabilities) were reduced to a net current liability position of €190 million
  in 2001 from a net current asset position of €294 million in 2000.

Celaneses
  primary sources of liquidity have been cash from operations as well as cash
  from long-term and short-term borrowings. As of December 31, 2001, we had €880
  million of total debt, of which €267 million is due in 2002. We expect that
  our primary source of liquidity for 2002 will be cash generated from operations.
  In the event of a significant decrease in customer demand for our products,
  coupled with prolonged unfavorable industry conditions, cash generated from
  operations could be materially reduced. If necessary, Celanese has unused credit
  facilities available to fund its cash flow needs (as discussed below under Short-term
  and Long-term Borrowings). In addition, Celanese has in place a new asset
  securitization program which allows participating operating subsidiaries to
  sell up to $150 million of eligible U.S. trade receivables, through a special-purpose
  entity, as long as the performance of the receivable portfolio meets certain
  ratios and Celanese maintains an investment grade debt rating. No sales of receivables
  under this program occurred in 2001. Celanese has no other similar arrangements
  with special purpose entities.

Based
  on Celaneses current financial situation and current industry conditions,
  we believe the funding available from operations, committed credit facilities
  and the asset securitization program will be sufficient to satisfy our capital
  expenditures, investments and working capital requirements for the foreseeable
  future.

Celanese
  has fixed contractual cash obligations for future periods as follows:

|Fixed Contractual Cash Obligations       | Total           |  | Less
      than 1
      year |     | 13
      Years |  | 45
      Years |  | After
      5
      Years | 
|---------------------------------------- | --------------- |  | ---------------------------- | --- | --------------- |  | --------------- |  | ------------------------- | 
|                                         |                 |  |                              |     |                 |  |                 |  |                           | 
|                                         | (in € millions) | 
|                                         |                 | 
|Total
      Debt                         | 880             |  |                              | 267 |                 |  | 168             |  | 203                       | 
|of
      which Capital Lease Obligations | 17              |  |                              | 2   |                 |  | 5               |  | 5                         | 
|Operating
      Leases                   | 373             |  |                              | 50  |                 |  | 90              |  | 74                        | 
|Unconditional
      Purchase Obligations | 2,682           |  |                              | 272 |                 |  | 420             |  | 369                       | 
|Other
      Contractual Obligations      | 110             |  |                              | 82  |                 |  | 28              |  |                          | 
|                                         |                 |  |                              |     |                 |  |                 |  |                           | 
|Fixed
      Contractual Cash Obligations | 4,045           |  |                              | 671 |                 |  | 706             |  | 646                       | 
|                                         |                 |  |                              |     |                 |  |                 |  |                           | 

Unconditional
  Purchase Obligations include take or pay contracts and fixed price forward contracts.
  Celanese does not expect to incur any material losses under these contractual
  arrangements.

Other
  Contractual Obligations includes committed capital spending and fines associated
  with the U.S. antitrust settlement described in Note 24 to the Consolidated
  Financial Statements.

54

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Celanese
  has contractual guarantees and commitments as follows:

|                                             |                 |  |  | Expiration
      per period 
|-------------------------------------------- | --------------- |  |  | ----------------------------
|                                             |                 |  |  |                             
|Contractual Guarantees and Commitments       | Total           |  |  | Less
      than
      1 year
|                                             |                 |  |  |                             
|                                             | (in € millions)
|                                             |                
|Guarantees                                   | 116             |  |  | 38                          
|Standby
      Letters of Credit              | 110             |  |  | 110                         
|Other
      Commercial Commitments           |                |  |  |                            
|                                             |                 |  |  |                             
|Contractual
      Guarantees and Commitments | 226             |  |  | 148                         
|                                             |                 |  |  |                             

Celanese
  is secondarily liable for €85 million under a lease agreement pursuant to which
  it has assigned a direct obligation to a third-party interest. Additionally,
  Celanese has provided a guarantee on behalf of a former affiliate for a €31
  million loan. Standby letters of credit of €110 million are irrevocable obligations
  of an issuing bank that ensure payment to third parties in the event that certain
  Celanese subsidiaries fails to perform in accordance with specified contractual
  obligations. These standby letters of credit have been guaranteed by Celanese
  AG. Celanese believes the likelihood is remote that material payments will be
  required under these agreements.

Celanese
  has available sources of liquidity, net of amounts used, as follows:

|                                   |                                      |       |                 |  |                              | Expiration per period |                
|---------------------------------- | ------------------------------------ | ----- | --------------- |  | ---------------------------- | --------------------- | ---------------
|                                   |                                      |       |                 |  |                              |                       |                
|Available Sources of Liquidity     |                                      | Total |                 |  | Less
      than
      1 year |                       | 13
      Years
|                                   |                                      |       |                 |  |                              |                       |                
|                                   |                                      |       | (in € millions) | 
|                                   |                                      |       |                 | 
|Unused Lines
      of Credit       |                                      | 1,343 | (1)             |  | 382                          |                       | 171            
|Asset Securitization
      Program |                                      | 170   |                 |  |                             |                       | 170            
|                                   |                                      |       |                 |  |                              |                       |                
|                                   | Available
      Sources of Liquidity |       | 1,513           |  |                              | 382                   |                
|                                   |                                      |       |                 |  |                              |                       |                

|   
|---
|(1)

In
  addition to the items noted in the tables above, Celanese expects to continue
  to incur costs for the following significant obligations. Although we cannot
  predict with certainty the annual spending for these matters, such matters will
  affect future cash flows of Celanese.

|Other Obligations                                   | 2001
      Actual
      Spending
      (Receipts) |     | 2002
      Projected
      Spending | 
|--------------------------------------------------- | ------------------------------------------------- | --- | ----------------------------------- | 
|                                                    |                                                   |     |                                     | 
|                                                    | (in
      € millions)                             |    
|                                                    |                                                   |    
|Environmental
      Matters                         |                                                   | 106 |                                     | 
|Pension
      and Other Benefits                    |                                                   | 259 |                                     | 
|Special
      Charges, net                          |                                                   | 132 | (1)                                 | 
|Plumbing
      Actions and Sorbates Litigation, net |                                                   | (52 | )                                   | 
|                                                    |                                                   |     |                                     | 
|Other
      Obligations                             |                                                   | 445 |                                     | 
|                                                    |                                                   |     |                                     | 

|   
|---
|(1)
|(2)

> Environmental Matters
>   Celaneses
>     worldwide expenditures, including expenditures for legal compliance, internal
>     environmental initiatives and remediation of active, orphan, divested and
>     U.S. superfund sites totaled €106
>     million, of which €8 million was for capital projects, in 2001 and €82 million,
>     of which €8 million was for capital projects, in 2000. The increase in expenditures
>     in 2001 is primarily due to settlements of environmental indemnification obligations
>     with former Hoechst entities.

55

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> It
>     is anticipated that stringent environmental regulations will continue to be
>     imposed on the chemical industry in general. Although Celanese cannot predict
>     with certainty future environmental expenditures, especially expenditures
>     beyond 2002, management believes that spending will continue at the current
>     year level.
>   Due
>     to its industrial history, Celanese has the obligation to remediate specific
>     areas on its own sites as well as on divested, orphan or U.S. Superfund sites.
>     In addition, as part of the demerger agreement with Hoechst, a specified proportion
>     of the responsibility for environmental liabilities from a number of divestitures
>     was transferred to Celanese. Celanese has provided for such obligations when
>     the event of loss is probable and reasonably estimable. Management believes
>     that the environmental costs will not have a material adverse effect on the
>     financial position of Celanese, but may have a material adverse effect on
>     the results of operations or cash flows in any given accounting period. (See
>     Notes 5 and 25 to the Consolidated Financial Statements)
>   Pension and Other
>     Benefits
>   Celaneses
>     policy for pension plans is to accumulate plan assets that, over the long
>     run, will approximate the present value of projected benefit obligations.
>     In 2001, Celanese made pension contributions of €186 million compared to €102
>     million in 2000. Celanese expects to make pension contributions of approximately
>     €100 million in 2002. Actual contributions in 2002 and future years may vary
>     based on a number of factors including prevailing interest rates and return
>     on plan assets.
>   Spending
>     associated with other benefit plans, primarily retiree medical, defined contribution
>     and long-term disability, amounted to €73 million and €70 million in 2001
>     and 2000, respectively. Celanese expects spending to continue at comparable
>     levels in 2002.
>   Special Charges
>   The
>     special charges of €530 million recorded in 2001 include €339 million of non-cash
>     items and net cash items amounting to €191 million. During 2001, approximately
>     €50 million was paid out and approximately €50 million was received (including
>     €31 million relating to plumbing actions discussed below). For special charges
>     recorded in 2001, Celanese expects cash outflows of approximately €160
>     million in 2002 and does not anticipate significant payments in periods beyond
>     2002.
>   Plumbing Actions
>     and Sorbates Litigation
>   Celanese
>     is involved in a number of legal proceedings and claims incidental to the
>     normal conduct of its business. During 2001, Celanese had litigation-related
>     net cash inflows of approximately €52 million primarily in connection with
>     the plumbing actions and sorbates litigation. At December 31, 2001, Celanese
>     had reserves of €138 million for these matters. In addition, Celanese previously
>     recorded receivables from insurance companies and Hoechst in connection with
>     the plumbing and sorbates matters. Celanese received €104 million in 2001,
>     including €31 million included in special charges related to these matters.
>     See Summary of Consolidated Results  2001 Compared with 2000 
>     Special Charges.
>   While
>     it is impossible at this time to determine with certainty the ultimate outcome
>     of these matters, management believes, based on the advice of legal counsel,
>     that adequate provisions have been made and that the ultimate outcome will
>     not have a material adverse effect on the financial position of Celanese,
>     but could have a material adverse effect on the results of operations or cash
>     flows in any given accounting period. (See Note 24 to the Consolidated Financial
>     Statements)

Capital
  Expenditures and Investments

Celaneses
  capital expenditures were €231 million for the year ended December 31, 2001.

  Capital expenditures consisted primarily of maintenance of business, capacity
  expansion, investments to reduce future operating costs and environmental, health
  and safety initiatives.

Capital
  expenditures were financed principally with cash from operations. Celanese anticipates
  spending in 2002 at levels comparable to 2001. At December 31, 2001, there were
  approximately €95 million of outstanding commitments related to capital projects,
  which is included within the fixed contractual cash obligations table above.
  Spending beyond 2002 cannot be predicted.

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Short-term
  and Long-term Borrowings

Celaneses
  total debt primarily consists of bank loans, notes with affiliates, commercial
  paper, term notes, and pollution control and industrial revenue bonds. The loans
  are principally denominated in U.S. dollars and euro. Total debt decreased to
  €880 million at December 31, 2001 from €1,165 million at December 31, 2000.
  Celanese used the cash generated from operations to repay bank loans and notes
  with affiliates. Celanese had a U.S. $700 million (€794 million) commercial
  paper program at December 31, 2001. As of December 31, 2001, there were no borrowings
  under the commercial paper program. Celanese maintains committed backup facilities,
  revolving credit lines and term loans with several banks aggregating €1,656
  million at December 31, 2001; the aggregate unused part thereof amounted to
  €1,343 million, of which U.S. $335 million (€380 million) was available for
  use as credit back-up for Celaneses commercial paper program. Celanese
  had outstanding letters of credit amounting to €110 million at December 31,
  2001 and €171 million at December 31, 2000.

Several non-consolidated affiliates pool their excess cash with Celanese, and
  the excess cash is loaned to Celanese under a revolving credit agreement. The
  outstanding payables for these agreements from Celanese to its affiliates of
  €240 million and €283 million at December 31, 2001 and 2000, respectively, are
  included within short-term borrowings and current installments of long-term
  debt. Celanese expects to continue these arrangements at comparable levels in
  2002, depending on the level of liquidity of the non-consolidated affiliates.

A
  number of Celaneses bank loan agreements have ratio or credit rating covenants.
  At December 31, 2001, Celanese was in compliance with these covenants. Based
  on Celaneses financial situation, we believe that the risk is minimal
  that Celanese will not be in compliance with the terms and conditions of its
  loan agreements. Approximately one-third of total debt outstanding at December
  31, 2001 is subject to repayment in the case of a significant downgrade in our
  credit rating. Should Celanese fail to meet the ratio or credit rating covenants
  of a particular loan, we believe that Celanese has adequate liquidity sources,
  as noted above, to meet its ongoing requirements.

Total
  Shareholders Equity

Prior
  to the effective date of the demerger, combined equity represented Celaneses
  historical equity in the businesses and activities which were demerged to form
  Celanese. (See Note 20 to the Consolidated Financial Statements)

At
  December 31, 2001, shareholders equity amounted to €2,210 million, compared
  to €2,843 million at December 31, 2000. The decrease was primarily attributable
  to the current year net loss and dividends, which were offset by the positive
  impact of foreign currency translations. In addition, equity was reduced by
  €255 million associated with the recognition of an additional minimum liability
  adjustment for pensions due to pension plan asset valuation losses and a reduction
  in the discount rate used to calculate pension plan obligations. (See Note 19
  to the Consolidated Financial Statements). The current year net loss and dividends
  contributed to a retained deficit of €313 million at December 31, 2001.

At
  December 31, 2000, shareholders equity amounted to €2,843 million, compared
  to €2,866 million at December 31, 1999. The decrease was primarily attributable
  to the purchase of treasury stock, which was partially offset by the positive
  impact of foreign currency translations and earnings in 2000.

Related
  to the impairment charges described in Summary of Consolidated Results
   2001 Compared with 2000  Special Charges and following a
  valuation review under German GAAP, the Celanese AG parent company substantially
  lowered the carrying value of certain of its consolidated subsidiaries on its
  statutory books as of December 31, 2001. These charges did not affect Celaneses
  consolidated results under U.S. GAAP. Under German law, dividends and share
  buy-backs can only be paid for out of distributable reserves or net income (on
  a parent company basis). The 2001 reserves were depleted by these charges. Lack
  of such reserves precludes Celanese from proposing a dividend to its shareholders
  for the year 2001. Share repurchases under the existing shareholder authorization
  will depend on whether Celanese anticipates that sufficient distributable reserves
  will be generated in 2002. Celanese does not currently plan to repurchase shares
  in 2002, but will continue to evaluate its options consistent with its overall
  financial priorities.

Market Risks

Celanese
  is exposed to market risk through commercial and financial operations. Celaneses
  market risk consists principally of exposure to currency exchange rates, interest
  rates and commodity prices. Celanese has in

57

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place policies of hedging
  against changes in currency exchange rates, interest rates and commodity prices
  as described below. These contracts are accounted for under Statement of Financial
  Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments
  and Hedging Activities amended by SFAS No. 138, Accounting for Certain Derivative
  Instruments and Certain Hedging Activities, which Celanese adopted on January
  1, 2001. (See Note 3 to the Consolidated Financial Statements)

Foreign
  Exchange Risk Management

Celaneses
  reporting currency is the euro. Celanese has receivables and payables denominated
  in currencies other than the functional currencies of the various subsidiaries
  of Celanese, which create foreign exchange risk. With the introduction of the
  euro on January 1, 1999, the exposure to exchange rate fluctuations is eliminated
  in relation to the euro zone countries that have adopted the euro as their common
  currency, leaving the U.S. dollar, South African rand, Mexican peso, Japanese
  yen, British pound sterling, and Canadian dollar as the most significant sources
  of currency risk. Accordingly, Celanese enters into foreign currency forwards
  and options to minimize its exposure to foreign currency fluctuations. The foreign
  currency contracts are designated for recognized assets and liabilities and
  forecasted transactions. The terms of these contracts are generally under one
  year. Celaneses centralized hedging strategy states that foreign currency
  denominated receivables or liabilities booked by the operating entities will
  be used to hedge the exposure on a consolidated basis. As a result, Celaneses
  foreign currency forward contracts did not meet the criteria of SFAS No. 133
  to qualify for hedge accounting. During the year ended December 31, 2001, Celanese
  hedged all of its dollar denominated inter-company loans held by euro denominated
  entities therefore, there was no material net effect in interest and other income,
  net. During the year ended December 31, 2000, these contracts hedged only a
  portion of Celanese dollar denominated inter-company loans held by euro denominated
  entities during 2000. As a result, a net gain of approximately €30
  million was recorded to interest and other income, net in 2000.

A
  substantial portion of Celaneses assets, liabilities, revenues and expenses
  is denominated in currencies other than the euro-zone currencies, principally
  the U.S. dollar. Fluctuations in the value of these currencies against the euro,
  particularly the value of the U.S. dollar, can have, and in the past have had,
  a direct and material impact on Celaneses business and financial results.
  For example, a decline in the value of the U.S. dollar versus the euro, results
  in a decline in the euro value of Celaneses sales denominated in U.S.
  dollars and earnings due to translation effects. Likewise, an increase in the
  value of the U.S. dollar versus the euro would result in an opposite effect.
  Celanese estimates that the translation effects of changes in the value of other
  currencies against the euro increased net sales by approximately 2% and 11%
  in 2001 and 2000, respectively. Celanese estimates that the translation effects
  of changes in the value of other currencies against the euro increased total
  assets by approximately 5% in 2001. Celaneses exposure to transactional
  effects of variations in exchange rates is greatly reduced by a high degree
  of overlap between the currencies in which sales are denominated and the currencies
  in which the raw material and other costs of goods sold are denominated.

Celaneses
  policy with respect to limiting its exposure to transactional effects of variations
  in exchange rates is to use financial instruments that reduce such exposure.
  The principal instruments used are forward exchange contracts generally with
  terms of less than one year (See Note 23 to the Consolidated Financial Statements).

Interest-Rate
  Risk Management

Celanese
  enters into interest rate swap agreements to reduce the exposure of interest
  rate risk inherent in Celaneses debt composition. Celaneses interest
  rate derivative policy is to lock in borrowing rates to achieve a desired level
  of fixed/floating rate debt. Celanese had open interest rate swaps with a notional
  amount of €340 million and €344 million at December 31, 2001 and 2000, respectively.
  Celanese believes its credit risk exposure related to counterparty default on
  instruments is not material. Celanese recognized net interest expense from hedging
  activities relating to interest rate swaps of €6 million in 2001 and €1 million
  in 2000. As of December 31, 2001, Celaneses interest rate swaps resulted
  in an increase in total assets and total liabilities and a decrease in shareholders
  equity of €2 million, €11 million and €4 million, net of related income tax
  of €2 million, respectively. During
  the year ended December 31, 2001, the Company recorded a net loss of €5 million
  in interest and other income, net for the ineffective portion of the interest
  rate swaps. The amount of losses expected to be reclassified from accumulated
  other comprehensive income (loss) into earnings within the next twelve months
  is not currently determinable.

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Commodity
  Risk Management

Celaneses
  policy allows the purchase of up to 80% of its natural gas and butane requirements
  generally up to 18 months forward using forward purchase or cash-settled swap
  contracts to manage its exposure to price risk associated with energy costs
  and other chemical product. Throughout 2001, Celanese had entered into natural
  gas forward and cash-settled swap contracts for slightly less than 50% of its
  natural gas requirements, generally for up to 6 months forward. The fixed price
  natural gas forward contracts are principally settled through actual delivery
  of the physical commodity. The maturities of the cash-settled swap contracts
  correlate to the actual purchases of the commodity and have the effect of securing
  predetermined prices for the underlying commodity. While these contracts are
  structured to limit Celaneses exposure to increases in commodity prices,
  they can also limit the potential benefit Celanese might have otherwise received
  from decreases in commodity prices. These cash-settled swap contracts are accounted
  for as cash flow hedges. Realized gains and losses on these contracts are included
  in the cost of the commodity upon settlement of the contract. Celanese recognized
  a loss of €2 million from natural gas swap contracts in 2001. There is no material
  impact on the balance sheet at December 31, 2001. The effective portion of unrealized
  gains and losses associated with the cash-settled swap contracts of less than
  €1 million at December 31, 2001 is recorded as a component of accumulated other
  comprehensive income (loss) until the underlying hedged transactions are reported
  in Celaneses consolidated statement of operations.

European Monetary
  Union

On
  January 1, 1999, eleven member states of the European Union  Austria,
  Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands,
  Portugal and Spain  introduced the euro as their common legal currency
  (European Monetary Union). Greece became the twelfth member of the European
  Monetary Union on January 1, 2001. Since the introduction, funds denominated
  in the currency of one participating member state were converted into the currency
  of another participating member state based on a fixed conversion rate. The
  euro was only available as deposit money until January 1, 2002, at which time
  the member states introduced euro bills and coins. By March 1, 2002, the euro
  was the sole legal tender for all member states participating in the European
  Monetary Union. The national currencies of those member states were withdrawn
  from circulation.

Beginning
  January 1, 1999, Celanese adopted the euro as the currency in which it presents
  its financial statements. Every Celanese company has examined the risks of the
  euro for its businesses and markets. Celanese does not expect the euro to lead
  to short-term changes in business-specific cost structures or its market positions,
  although Celanese believes that the euro may contribute to the ongoing convergence
  of prices in Europe over the longer term.

Celaneses
  exposure to currency risk did not change materially as a result of the introduction
  of the euro. The impact of exchange rate changes of a non-euro currency such
  as the U.S. dollar, the British pound sterling or the Japanese yen versus the
  euro will continue to depend on the actual exposure at the time of the risk
  assessment.

Critical Accounting
  Policies and Issues

Celanese
  believes the following selected accounting polices and issues are critical to
  understanding the financial reporting risks present in the current economic
  environment. These matters, and the judgments and uncertainties affecting them,
  are also essential to understanding our reported and future operating results.
  See Note 2 to the Consolidated Financial Statements for a more comprehensive
  discussion of Celaneses significant accounting policies.

Recoverability
  of Long-Lived Assets

Our
  business is capital intensive and has required, and will continue to require,
  significant investments in long-lived assets, including property, plant, and
  equipment. At December 31, 2001, the carrying amount of our property, plant
  and equipment was €2,036 million. As discussed in Note 2 to the Consolidated
  Financial Statements, recoverability of long-lived assets to be held and used
  is measured by a comparison of the carrying amount
  of an asset or group of assets to future net cash flows expected to be generated
  by the asset or group of assets. If such assets are considered impaired, the
  impairment recognized is measured as the amount by which the carrying amount
  of the assets exceeds the fair value of the assets. At December 31, 2001, the
  carrying value of intangible assets, including goodwill, was €1,171 million.
  Intangible assets are evaluated for recovery based upon projected future cash
  flows.

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A
  prolonged general economic downturn and, specifically, a continued downturn
  in the chemical industry could intensify competitive pricing pressure, create
  an imbalance of industry supply and demand, or otherwise diminish volumes or
  profits. Such events could adversely affect our estimates of future net cash
  flows to be generated by our long-lived assets. Consequently, it is possible
  that our future operating results could be materially and adversely affected
  by additional impairment charges related to the recoverability of our long-lived
  assets.

Restructuring
  and Special Charges

Special
  charges include provisions for restructuring and other expenses and income incurred
  outside the normal course of operations. Restructuring provisions represent
  costs related to severance and other costs incurred in connection with a decision
  to exit non-strategic businesses and the related closure of facilities. These
  measures are based on formal management decisions, establishment of agreements
  with the employees representatives or individual agreements with the affected
  employees as well as the public announcement of the restructuring plan.

Environmental
  Liabilities

Celanese
  manufactures and sells a highly diversified line of chemical products throughout
  the world. Accordingly, Celaneses operations are subject to various hazards
  incidental to the production of industrial chemicals including the use, handling,
  processing, storage and transportation of hazardous materials. Celanese recognizes
  losses and accrues liabilities relating to environmental matters if available
  information indicates that the event of loss is probable and reasonably estimable.
  If the event of loss is neither probable nor reasonably estimable, but is reasonably
  possible, Celanese provides appropriate disclosure in the notes to its consolidated
  financial statements if the contingency is material. Celanese estimates environmental
  liabilities on a case-by-case basis using available information. Environmental
  liabilities in which the remediation period is fixed and associated costs are
  readily determinable are recorded at their net present value. Changes to environmental
  regulations or other factors affecting environmental liabilities are reflected
  in the Consolidated Financial Statements in the period in which they occur.

Realization
  of Deferred Tax Assets

Total
  net deferred tax assets are €584 million at December 31, 2001. A valuation allowance
  is provided when it is more likely than not that some portion or all of the
  deferred tax assets will not be realized. Celanese has established valuation
  allowances primarily for U.S. state and capital loss carryforwards, German trade
  income tax loss carryforwards and Mexico net operating loss carryforwards, which
  may not be realizable. Based on Celaneses historical and current pretax
  earnings, management believes it is more likely than not that Celanese will
  realize the benefit of the remaining net deferred tax assets existing at December
  31, 2001.

New Accounting Standards

In
  June 2001, the Financial Accounting Standards Boards (FASB) issued
  SFAS No. 141, Business Combinations. Under this new standard, all acquisitions
  subsequent to June 30, 2001 must be accounted for under the purchase method
  of accounting. SFAS No. 141 also establishes criteria for the recognition of
  intangible assets apart from goodwill. Celanese does not believe this statement
  will have a material effect on its financial statements.

In
  June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets.
  SFAS No. 142 addresses financial accounting and reporting for acquired goodwill
  and other intangible assets. The statement provides that goodwill and some intangibles
  will no longer be amortized on a recurring basis. Goodwill and intangible assets
  with an indefinite life will be subject to an initial impairment test within
  six months of adoption of SFAS No. 142 and annually thereafter. The statement
  also requires disclosure of certain information about goodwill and other intangible
  assets subsequent to their acquisition. During 2001, total goodwill amortized
  was €85 million. Celanese is evaluating the impact of adopting this statement.

In
  June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
  Obligations. SFAS No.143 addresses financial accounting and reporting for
  obligations associated with the retirement of tangible long-lived assets and
  associated asset retirement costs. The statement requires that the fair value
  of a liability for an asset retirement obligation be recognized in the period
  in which it is incurred. The asset retirement obligations will be capitalized
  as part of the carrying amount of the long-lived asset. The statement applies
  to legal obligations associated with the retirement of long-lived assets that
  result from the acquisition, construction, development, and

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normal operation of long-lived
  assets. The statement is effective on January 1, 2003, with earlier adoption
  permitted. Celanese is evaluating the impact of adopting this statement.

In
  August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
  or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121,
  Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
  to Be Disposed Of. The statement also supersedes Accounting Principles Board
  Opinion (APB) No. 30, Reporting the Results of Operations-Reporting the Effects
  of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
  Occurring Events and Transactions. This statement establishes a single accounting
  model, based on the framework established in SFAS No. 121, for long-lived assets
  to be disposed of by sale. The statement retains most of the requirements in
  SFAS No. 121 related to the recognition of impairment of long-lived assets to
  be held and used. The statement is effective January 1, 2002, with earlier adoption
  encouraged. Celanese does not believe this statement will have a material effect
  on its consolidated financial statements.

Outlook

A
  deteriorating economic environment, highlighted by the downturn in the global
  telecommunications industry, the reduction of U.S. automotive production and
  global overcapacity in the chemical industry, marked the year 2001. At the same
  time raw material prices, which had reached historical highs earlier in the
  year, came down. With demand from downstream industries scaling back, prices
  began sliding, impacting our businesses.

Following
  the economic downturn of 2001, our businesses are beginning the year 2002 in
  a challenging environment. The results of our restructuring actions and the
  implementation of company-wide initiatives in 2001 will enhance earnings, generate
  cash flows and strengthen our businesses significantly. Celanese is continuing
  to transform itself into a less cyclical, higher value-added company. To further
  enhance profitability and long-term value to its shareholders, Celanese continues
  its efforts to refocus its business portfolio and pursue opportunities as they
  arise in the market. Due to industry consolidation and intense competition,
  results in the Chemical Intermediates segment, will remain under pressure and
  it is likely that the segments earnings will be below that of 2001. We
  now anticipate low profitability in the first half of 2002  at about the
  level of the second half of 2001.

Forward-Looking
  Statements May Prove Inaccurate

This
  report contains certain forward-looking statements and information relating
  to Celanese that are based on the beliefs of its management as well as assumptions
  made by and information currently available to Celanese. These statements include,
  but are not limited to, statements about Celaneses strategies, plans,
  objectives, expectations, intentions, expenditures, and assumptions and other
  statements contained in this Annual Report that are not historical facts. When
  used in this document, words such as anticipate, believe,
  estimate, expect, intend, plan
  and project and similar expressions, as they relate to Celanese
  or its management, are intended to identify forward-looking statements. These
  statements reflect the current views of Celanese with respect to future events,
  are not guarantees of future performance and involve risks and uncertainties
  that are difficult to predict. Further, certain forward-looking statements are
  based upon assumptions as to future events that may not prove to be accurate.

Many
  factors could cause the actual results, performance or achievements of Celanese
  to be materially different from any future results, performance or achievements
  that may be expressed or implied by such forward-looking statements. These factors
  include, among other things:

- changes in general economic,
    business, political and regulatory conditions in the countries or regions
    in which Celanese operates
- the length and depth
    of product and industry business cycles particularly in the automotive, electrical,
    construction and textile 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 and 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

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- the ability to reduce
    production costs and improve productivity by implementing technological improvements
    to existing plants
- the existence of temporary
    industry surplus production capacity resulting from the integration and startup
    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 and applications, particularly in
    the Technical Polymers Ticona and Performance Products segments
- changes in the degree
    of patent and other legal protection afforded to Celaneses products
- 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 Celanese operates
- changes in currency
    exchange rates and interest rates
- changes in the composition
    of Celanese and the successful completion of acquisitions, divestitures and
    joint venture activities
- various other factors,
    both referenced and not referenced in this Annual Report

Many
  of these factors are macroeconomic in nature and are, therefore, beyond the
  control of Celaneses management. Should one or more of these risks or
  uncertainties materialize, or should underlying assumptions prove incorrect,
  the actual results, performance or achievements of Celanese may vary materially
  from those described herein as anticipated, believed, estimated, expected, intended,
  planned or projected. Celanese does not intend, and does not assume any obligation,
  to update these forward-looking statements, which speak only as of their dates.

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Item 6.    Directors,
  Senior Management and Employees

Directors and Senior
  Management

The
  current members of the Celanese management board, their respective ages as of
  February 25, 2002 and their functions are as follows:

|Claudio Sonder   |  | Age:                       |  | 59                                                                                                                                      
|---------------- |  | -------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|                 |  | First Elected:             |  | 1999                                                                                                                                    
|                 |  | Function:                  |  | Chairman of the Celanese
      AG Management Board                                                                                      
|                 |  | Supervisory Board          |  |                                                                                                                                         
|                 |  | Memberships/Directorships: |  | Dresdner Bank Lateinamerika
      AG, Companhia
      Suzano de Papele Celulose S.A., Brazil, Ibero-
      Amerika Verein e.V.          
|                 |  |                            |  |                                                                                                                                         
|Perry W. Premdas |  | Age:                       |  | 49                                                                                                                                      
|                 |  | First Elected:             |  | 1999                                                                                                                                    
|                 |  | Function:                  |  | Chief Financial Officer;
      Responsible for Acetate
      Products segment                                                           
|                 |  |                            |  |                                                                                                                                         
|Ernst Schadow    |  | Age:                       |  | 59                                                                                                                                      
|                 |  | First Elected:             |  | 1999                                                                                                                                    
|                 |  | Function:                  |  | Chief Technology Officer,
      Director of Personnel, Affiliates, Environmental Health and Safety Affairs                              
|                 |  | Supervisory Board          |  |                                                                                                                                         
|                 |  | Memberships/Directorships: |  | Gerling-Konzern Allgemeine
      Versicherungs-AG,
      TÜV Süddeutschland Holding AG, Johann
      Wolfgang Goethe University Hospital
|                 |  |                            |  |                                                                                                                                         
|David N. Weidman |  | Age:                       |  | 46                                                                                                                                      
|                 |  | First Elected:             |  | 2000                                                                                                                                    
|                 |  | Function:                  |  | Chief Operating Officer;
      Responsible for the Acetyl Products, Chemical Intermediates, and Technical
      Polymers Ticona segments

Claudio
  Sonder  served on the Hoechst management board from 1996 until
  October 1999. There he was responsible for the agricultural chemicals, animal
  health and nutrition businesses, before becoming responsible for Hoechsts
  Ticona business segment, which is now reported by Celanese under the Technical
  Polymers Ticona segment, and its Celanese business segment, which is now largely
  reported by Celanese under the Acetyl Products, Chemical Intermediates and Acetate
  Products segments. Mr. Sonder worked with Hoechsts industrial businesses
  for more than 30 years in Brazil and Germany. He was the head of Hoechsts
  Plastics and Films Division in Frankfurt, Germany from 1994 to 1996 and served
  as chairman and chief executive officer of Hoechst do Brazil from 1983 to 1994.

Perry
  W. Premdas  was senior executive vice president and chief financial
  officer of Centeon LLC, Hoechsts blood plasma protein joint venture with
  Rhône-Poulenc, from 1997 to 1998. From January 1, 1999 until the demerger,
  he was on a special assignment at Hoechst relating to the demerger. In his 25
  years with Celanese, Mr. Premdas has held financial and line positions mainly
  with the industrial businesses of Hoechst and the former Celanese Corporation
  in the United States, Germany and Mexico. He served as vice president and treasurer
  of Hoechst Celanese Corporation from 1996 to 1997 and as vice president and
  general manager of Hoechst Celanese Corporations Printing Products Division
  from 1992 to 1995.

Dr.
  Ernst Schadowwas a member of Hoechsts management board
  from 1988 until the demerger, serving as director of personnel and having responsibility
  for environmental health and safety affairs, Aventis Research & Technology,
  Messer, Uhde, Wacker and the InfraServ companies in Germany. From 1985 to 1988,
  he was head of Hoechsts Chemicals Division. In his 26 years with Hoechst,
  he also held positions in corporate planning for Hoechst and in production and
  technology for Hoechsts Chemicals Division.

David
  N. Weidmanbecame Celanese AGs chief operating officer
  on January 1, 2002. He joined Celanese as the chief executive officer of Celanese
  Chemicals on September 1, 2000. Before joining Celanese, he was a member

63

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of Honeywell/Allied Signals
  corporate executive council and the president of its performance polymers business
  since 1998. Mr. Weidman joined Allied Signal in 1994 as vice president and general
  manager of performance additives and became president and general manager of
  fluorine products in 1995. Mr. Weidman began his career in the chemical industry
  with American Cyanamid in 1980. He served as vice president and general manager
  of the fibers division from 1990 to 1994, as vice president and general manager
  of Cyanamid Canada from 1989 to 1990, and as managing director of Cyanamid Nordiska
  in Stockholm, Sweden from 1987 to 1989.

The
  incumbent members of the supervisory board of Celanese, their respective ages
  as of February 25, 2002 and their principal occupations are as follows:

|Günter
      Metz            |  | Age:                       |  | 66                                                                                                                                                                                                                                      
|---------------------------- |  | -------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chairman                     |  | First Elected:             |  | 1999                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Former
      deputy chairman of the supervisory board of Hoechst AG                                                                                                                                                                     
|                             |  | Supervisory Board          |  |                                                                                                                                                                                                                                         
|                             |  | Memberships/Directorships: |  | Aventis
      S.A., Schenker AG, Zürich Agrippina AG                                                                                                                                                                                    
|                             |  |                            |  |                                                                                                                                                                                                                                         
|Reiner Nause*                |  | Age:                       |  | 56                                                                                                                                                                                                                                      
|Deputy
      Chairman        |  | First Elected:             |  | 1999                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Technician,
      Chairman of the central workerscouncil of Celanese Chemicals Europe
      GmbH, Chairman of the Celanese AG Group Workers Council                                                                                   
|                             |  |                            |  |                                                                                                                                                                                                                                         
|Hanswilhelm
      Bach*      |  | Age:                       |  | 54                                                                                                                                                                                                                                      
|                             |  | First Elected:             |  | 1999                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Graduate
      chemist                                                                                                                                                                                                                  
|                             |  |                            |  |                                                                                                                                                                                                                                         
|Hans-Jürgen
      Brinkmann* |  | Age:                       |  | 47                                                                                                                                                                                                                                      
|                             |  | First Elected:             |  | 2002                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Maintenance
      mechanic, Member of the Workers Council of Celanese Chemicals Europe
      GmbH, Ruhrchemieplant, Member of the Board of IG BCE, Duisburg                                                                            
|                             |  |                            |  |                                                                                                                                                                                                                                         
|Khaled Saleh
      Buhamrah  |  | Age:                       |  | 57                                                                                                                                                                                                                                      
|                             |  | First Elected:             |  | 1999                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Former
      chairman and managing director of Petrochemical Industries Company, Kuwait                                                                                                                                                
|                             |  | Supervisory Board          |  |                                                                                                                                                                                                                                         
|                             |  | Memberships/Directorships: |  | Kuwait
      Petroleum Corporation                                                                                                                                                                                                      
|                             |  |                            |  |                                                                                                                                                                                                                                         
|Armin Droth*                 |  | Age:                       |  | 47                                                                                                                                                                                                                                      
|                             |  | First Elected:             |  | 2000                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Electrical
      Engineer, representative of the German association of management and professional
      staff (Verband angestellter Akademiker), member of the workers
      council of Celanese Chemicals Europe GmbH, Frankfurt Site
|                             |  |                            |  |                                                                                                                                                                                                                                         
|Alan R. Hirsig               |  | Age:                       |  | 62                                                                                                                                                                                                                                      
|                             |  | First Elected:             |  | 1999                                                                                                                                                                                                                                    
|                             |  | Principal Occupation:      |  | Former
      president and chief executive officer of ARCO Chemical Company, United States                                                                                                                                              
|                             |  | Supervisory Board          |  |                                                                                                                                                                                                                                         
|                             |  | Memberships/Directorships: |  | Checkpoint
      Systems Inc., Hercules Inc., Philadelphia Suburban Corporation                                                                                                                                                         

| 
|-
|*
|

64

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|Joannes
      C. M. Hovers   |  | Age:                        |  | 58                                                                                                                                                                                                                        
|---------------------------- |  | --------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |  | First Elected:              |  | 1999                                                                                                                                                                                                                      
|                             |  | Principal Occupation:       |  | Former chief executive
      officer of Océ N.V., the Netherlands                                                                                                                                                         
|                             |  | Supervisory Board           |  |                                                                                                                                                                                                                           
|                             |  | Memberships/Directorships:  |  | GTI N.V., GVB N.V.,
      Koninklijke Grolsch N.V., Kusters Engineering B.V., Mignos en De Block N.V.,
      MPE Group N.V., De Nederlandsche Bank N.V., Randstad Holding N.V., Schils
      N.V.,Tilburg University (KUB)
|                             |  |                             |  |                                                                                                                                                                                                                           
|Ralf
      Sikorski*         |  | Age:                        |  | 40                                                                                                                                                                                                                        
|                             |  | First Elected:              |  | 1999                                                                                                                                                                                                                      
|                             |  | Principal Occupation:       |  | Labor Union Secretary,
      Deputy Regional Head of IG BCE, Hesse/Thuringia                                                                                                                                              
|                             |  |                             |  |                                                                                                                                                                                                                           
|Alfons
      Titzrath        |  | Age:                        |  | 70                                                                                                                                                                                                                        
|                             |  | First Elected:              |  | 1999                                                                                                                                                                                                                      
|                             |  | Principal Occupation:       |  | Member of the supervisory
      board of Dresdner Bank AG, Germany                                                                                                                                                        
|                             |  | Supervisory Board           |  |                                                                                                                                                                                                                           
|                             |  | Memberships/Directorships:  |  | Allianz AG (Deputy
      Chairman), Deutsche Lufthansa AG, Münchener Rückversicherungs-Gesellschaft
      AG, RWE Aktiengesellschaft,VAW aluminium AG                                                                     
|                             |  |                             |  |                                                                                                                                                                                                                           
|Kendrick
      R. Wilson III |  | Age:                        |  | 55                                                                                                                                                                                                                        
|                             |  | First Elected:              |  | 1999                                                                                                                                                                                                                      
|                             |  | Principal
      Occupation: |  | Managing
      director, Goldman, Sachs & Co., United States                                                                                                                                                              
|                             |  | Supervisory Board           |  |                                                                                                                                                                                                                           
|                             |  | Memberships/Directorships:  |  | Anthracite Capital
      Corp. LLC, American Marine Holdings Corp.                                                                                                                                                        
|                             |  |                             |  |                                                                                                                                                                                                                           
|Werner
      Zwoboda*        |  | Age:                        |  | 60                                                                                                                                                                                                                        
|                             |  | First Elected:              |  | 1999                                                                                                                                                                                                                      
|                             |  | Principal Occupation:       |  | Mechanic, Chairman
      of the central workers council of Ticona GmbH, member of the Group
      Workers Council of Celanese AG                                                                                        

| 
|-
|*

Compensation of Directors
  and Officers

Supervisory Board

Members
  of the Celanese supervisory board receive, in addition to reimbursement of out-of-pocket
  expenses, a fixed annual payment which, for 2001, amounted to €61,300 for the
  Chairman, €46,000 for the Deputy Chairman and €30,700 for all other members
  of the Celanese supervisory board. To the extent that on the due date Celanese
  has shares of its own that it may use for this purpose, half of these fixed
  annual amounts are paid in Celanese ordinary shares with the remainder paid
  in cash. In addition, for each Celanese supervisory board meeting, members receive
  a meeting fee of €3,000 for the Chairman, €2,250 for the Deputy Chairman and
  €1,500 for all other members of the Celanese supervisory board. Also, each member
  of the Celanese supervisory board receives a committee retainer for each membership
  in a committee of the Celanese supervisory board. The committee retainer amounts
  to €3,000 for the chairman of the committee and €1,500 for all other members
  of the committee. All members of the Celanese supervisory board are also reimbursed
  for value added tax on these amounts. They also participate in a stock appreciation
  rights plan, the broad terms of which are similar to the long-term incentive
  plans described below. For 2001, the aggregate compensation of the members of
  the supervisory board amounted

65

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to approximately €0.6 million. According to German
  law, compensation of supervisory board members requires shareholder approval.
  Compensation for the Celanese supervisory board was approved at the May 10,
  2000 annual general meeting of shareholders and remains in effect on the date
  of this Annual Report.

Management Board

The
  aggregate amount of compensation paid during 2001 to the members of the Celanese
  management board was approximately €5 million. The aggregate amount accrued
  by Celanese during 2001 to provide pension, retirement and similar benefits
  for the members of the management board was €5 million.

Board Service Agreements

Celanese
  AG has entered into service agreements with members of the management board.
  These agreements establish the following four principal elements of compensation:

- BASE SALARY: Base salary
    is established based on a comparative analysis of base salaries paid within
    a selected peer group of international companies.
- ANNUAL BONUS: The bonus
    is based on Celaneses EBITDA, excluding special charges, the operating
    results of the relevant business unit and the personal performance of the
    participating executive. Bonuses are expressed as a percentage of base salary
    and may be adjusted, upward or downward, based on the degree to which the
    targets are achieved. In 2001, such bonus payments could account for up to
    80 percent of the executives base salary, or up to 160 percent of base
    salary if all targets were significantly exceeded.
- LONG-TERM INCENTIVE
    PLANS: The long-term incentive plans are stock appreciation rights plans which
    are based on the appreciation of Celanese AG ordinary shares and further described
    under Incentive Plans below. In 1999, Celanese AG granted management board
    members as a group 459,000* stock appreciation rights at a base price of €16.37
    per share. In 2001 Celanese granted management board members as a group 414,000
    stock appreciation rights at a base price of €19.56 per share.
- EQUITY PARTICIPATION
    PLAN: All management board members have committed to take part in the equity
    participation plan, a stock appreciation rights plan further described under
    Incentive Plans below. Under this plan a defined amount of money must be invested
    in Celanese shares over a one to two year period. Each management board member
    must hold his shares as long as he is a member of the management board. The
    management board as a group received 325,000 stock appreciation rights under
    this plan.

In
  accordance with German practice and the terms of their employment, members of
  Celaneses management board are entitled to severance payments if Celanese
  terminates their employment before they are entitled to receive retirement or
  pension benefits, or if they are entitled under German law to terminate their
  employment with Celanese for good reasons. In either case, the severance payment
  is based on a multiple of one to two times the members annual compensation,
  including salary, bonus payments for the current year, and the current value
  of stock appreciation rights and stock options. The multiple declines as the
  member nears retirement age.

If
  the termination of a member of Celaneses management board occurs due to
  a change in control of Celanese, the member may be entitled to a change in control
  payment, depending on the conditions of his termination. Such change in control
  payments are based on a multiple up to four times the members annual cash
  compensation, based on a five year average base salary and bonus payment. The
  multiple declines as the member nears retirement age.

Members
  of Celaneses supervisory board are not entitled to severance nor to change
  in control payments.

Incentive Plans

An
  important component of Celaneses compensation programs is to provide additional
  encouragement for attaining Celaneses annual as well as longer-term objectives.
  These incentive plans are designed to attract, retain and motivate executives
  and staff committed to achieving performance-related targets that enhance in
  a sustainable manner the value of an investment in Celanese shares.

| 
|-
|*

66

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Employees
  participate in the benefits of achieving financial and business performance
  targets through annual incentive plans. The Celanese management board approved
  two stock appreciation rights plans in 1999, one being an equity participation
  plan and the other being a long-term incentive plan, both of which took effect
  on October 25, 1999. In January 2001, the Celanese management board approved
  a second similar long-term incentive plan which took effect on January 15, 2001.
  Under all three plans, grants were made for only a limited period of time.

In
  1999, the Celanese management board and executives of Celanese worldwide (totaling
  approximately 1,500 employees) were eligible to participate in the equity participation
  plan, which gives the participants a right to receive the cash difference between
  the base price and the price of the shares on the day of exercise. For the equity
  participation plan, the participants were required to invest over a one or two
  year period a defined amount of money in Celanese shares. The number of stock
  appreciation rights to be granted is defined by the required amount of money
  to be invested divided by the base price of the shares and multiplied by two.
  Approximately 82 percent of all eligible employees indicated their intent to
  participate in this plan through substantial investment in Celanese shares,
  therefore, potentially entitling participants to receive 2.6 million stock appreciation
  rights. 2.5 million of these stock appreciation rights were granted during 1999
  and 0.1 million were granted during 2001.

Celanese
  management board members and senior executives worldwide participate in two
  long-term incentive plans, which give the participants the cash difference between
  the base price and the price of the shares on the day of exercise. The long-term
  incentive plans are identical to the equity participation plan, except that
  they do not require an investment in Celanese shares by the participants. The
  base price under the 1999 long-term incentive plan as well as the equity participation
  plan was based on the average prices for the first 20 trading days of Celanese
  ordinary shares and was set at €16.37 per share. At October 25, 1999, approximately
  2.5 million stock appreciation rights were awarded to 168 employees. The base
  price under the 2000 long-term incentive plan was based on the average prices
  for the 20 trading days of Celanese ordinary shares immediately preceding January
  15, 2001 and was set at €19.56 per share. At January 15, 2001, approximately
  2 million stock appreciation rights were awarded to 170 employees.

Under
  all three plans, every right entitles the eligible person to participate in
  the long-term appreciation in the price of one share of Celanese. Stock appreciation
  rights granted under these plans have a ten year term and are generally exercisable
  in whole or in part, subject to certain limitations, at any time during a period
  defined for each plan, provided at the time of exercise, the performance of
  an ordinary share of Celanese on the Frankfurt Stock Exchange exceeds the median
  of the performance of the share prices of Celaneses peer group companies
  as defined by Celaneses management board*. Celanese offset its exposure
  under the 1999 plans by purchasing call options covering Celanese
  shares, and then exercising these options for shares as part of its share buy-back
  program. During 2001, Celanese purchased one million call options to cover its
  financial exposure under the 2000 long-term incentive plan. As of the date of
  this Annual Report, Celanese has not exercised any of the call options purchased
  during 2001. See Item 5. Operating and Financial Review and Prospects
   Market Risk, Item 11. Quantitative and Qualitative Disclosures
  About Market Risk, and for additional information related to incentive
  plans, see Note 21 to the Consolidated Financial Statements.

Board Practices

As
  required by the German Stock Corporation Act (Aktiengesetz), Celanese
  has a two-tier board system consisting of a management board (Vorstand)
  and a supervisory board (Aufsichtsrat). The Celanese management board
  is responsible for managing Celanese and representing Celanese in its dealings
  with third parties, while the Celanese supervisory board appoints and removes
  the members of the Celanese management board and oversees the management of
  Celanese. Under the German Stock Corporation Act, the Celanese supervisory board
  is not permitted to make management decisions. Pursuant to the rules of procedure
  of the Celanese management and supervisory boards, the Celanese management board
  must obtain the prior consent of the Celanese supervisory board for certain
  matters such as acquisitions and divestitures, joint ventures, entry into new
  business areas, the incurrence of indebtedness, issuance of guarantees and creation
  of mortgages on real estate, where the specific matter is considered to be of
  substantial economic importance to Celanese. The supervisory board is also authorized
  to subject other actions of the management board to its prior consent. The German
  Stock Corporation Act prohibits simultaneous membership on the management board
  and the supervisory board of a company.

| 
|-
|*

67

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Management Board

The
  Celanese management board currently consists of four members who were appointed
  by the Celanese supervisory board. Three members were appointed on September
  1, 1999 with immediate effect for a period of three years commencing upon the
  effectiveness of the demerger. Mr. Weidman was appointed on September 1, 2000,
  with immediate effect for a period of three years. The terms of all members
  of the management board will expire in 2002, except for that of Mr. Weidman
  whose term will expire in 2003.

The
  members of the Celanese management board may be appointed by the Celanese supervisory
  board for a maximum term of five years. They may be reappointed or have their
  term of office extended for one or more five year terms. Under some circumstances,
  such as a serious breach of duty or a bona fide vote of no confidence
  by a majority of the votes cast at a shareholders meeting, a member of
  the Celanese management board may be removed by the Celanese supervisory board
  prior to the expiration of such term of office. A member of the Celanese management
  board may not deal with, or vote on, matters relating to proposals, arrangements
  or contracts between himself and Celanese.

Celanese
  management board decisions are made by a simple majority vote. In the event
  of a tie vote, the Chairman of the Celanese management board has the deciding
  vote.

Under
  the Articles of Association (Satzung) of Celanese, any two members of
  the Celanese management board or any member of the Celanese management board
  together with the holder of a special power of attorney(Prokurist) granted
  by the Celanese management board, may represent Celanese. The Celanese management
  board must report regularly to the Celanese supervisory board, in particular,
  on proposed business policy and strategy, profitability and on the current business
  of Celanese as well as on any exceptional matters which may arise from time
  to time.

For
  information on service contracts between Celanese and the members of its management
  board, see Compensation of Directors and Officers.

Supervisory Board

Celanese
  has approximately 3,800 employees in Germany. Therefore, under the German Stock
  Corporation Act, the German Co-Determination Law (Mitbestimmungsgesetz)
  and the Articles of Association of Celanese, the Celanese supervisory board
  consists of 12 members of whom six are elected by the shareholders and six are
  elected by representatives of the German based employees. Four of the Celanese
  supervisory board members representing the employees must be employees of Celanese,
  whereas the remaining two must be union representatives. Blue collar(Arbeiter)
  and white-collar (Angestellte) employees must be represented in accordance
  with the ratio of employees who are entitled to vote in the elections.

Any
  member elected by the shareholders in a general meeting may be removed by a
  majority of the votes cast by the shareholders in a general meeting. Any member
  of the Celanese supervisory board elected by a particular class of employees
  may be removed by three-quarters of the votes cast by the representatives of
  that class of employees.

The
  Celanese supervisory board appoints a chairman(Vorsitzender des Aufsichtsrats)
  and a deputy chairman(Stellvertretender Vorsitzender des Aufsichtsrats)
  from among its members. The chairman of the Celanese supervisory board must
  be elected by a majority of two-thirds of the members of the Celanese supervisory
  board. If that majority is not reached in the first vote, the chairman will
  be elected in a second vote solely by the representatives of the shareholders.
  At least half the members of the Celanese supervisory board must be present
  to constitute a quorum. Unless otherwise provided for by law, resolutions are
  passed by a simple majority of the Celanese supervisory board. In the event
  of a tie, another vote is held and the chairman then has the deciding vote.

The
  term of a Celanese supervisory board member ordinarily expires at the end of
  the general meeting of shareholders in which the shareholders discharge the
  Celanese supervisory board member for the fourth fiscal year following the year
  in which such member was elected. Supervisory board members may be re-elected.
  The remuneration of the members of the Celanese supervisory board is determined
  by resolution at shareholder meetings. For further information on supervisory
  board remuneration, see Compensation of Directors and Officers.

68

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At
  the constituent meeting of the supervisory board of Celanese on September 1,
  1999, Dr. Günter Metz was elected Chairman of the Celanese supervisory
  board. Additional shareholder representatives appointed to the Celanese supervisory
  board were: Khaled Saleh Buhamrah, Alan R. Hirsig, Dr. Joannes C.M. Hovers,
  Dr. Alfons Titzrath, and Kendrick R. Wilson III. The business address of the
  members of the Celanese supervisory board is the business address of Celanese
  AG.

The
  composition of the Celanese supervisory board under the German Co-Determination
  Law was confirmed in a special status proceeding (Statusverfahren) according
  to Section 97 of the German Stock Corporation Act. Furthermore, the employee
  representatives were initially appointed to the Celanese supervisory board under
  Section 104 of the German Stock Corporation Act by the local court in Frankfurt
  for an interim period until Celaneses employees in Germany elected new
  representatives in accordance with the provisions of the German Co-determination
  Act. These elections were held in May 2000. Employees of Celanese outside Germany
  are not entitled to participate in these elections. Reiner Nause was elected
  Deputy Chairman of the supervisory board at the meeting of the supervisory board
  of Celanese on December 14, 1999.

The
  Supervisory Board maintains the following standing committees:

Finance
  and Audit Committee.In order to prepare the resolutions of the
  supervisory board on these issues, the finance and audit committee reviews in
  advance the annual financial statements, the consolidated annual financial statements,
  the management report, the consolidated management report and the proposals
  to be made to the annual general shareholders meeting for the appropriation
  of the Companys profit and for the election of the external auditors.
  The finance and audit committee also assesses the processes relating to the
  Companys risk management and internal control systems, oversees financial
  reporting processes and accounting practices and evaluates the internal and
  external audit processes and plans. During 2001, the members of the finance
  and audit committee were: Alfons Titzrath (Chairman), Hanswilhelm Bach, Gerd
  Decker, Günter Metz, and Kendrick R. Wilson, III. Mr. Decker resigned his
  membership on December 31, 2001 and was replaced by Hans-Jürgen Brinkmann
  in January 2002. The finance and audit committee met twice during 2001.

Personnel
  and Compensation Committee.The task of the personnel and compensation
  committee is to prepare resolutions of the supervisory board on personnel matters.
  In addition to that, the personnel and compensation committee approves the adoption,
  amendment and termination of service agreements with the members of the management
  board, as well as any dealings or proceedings between them and the Company.
  The personnel and compensation committee also approves contracts and acts of
  members of the management and supervisory boards which, according to German
  law, require the approval of the supervisory board. Members of the personnel
  and compensation committee are: Günter Metz (Chairman), Alan Hirsig, and
  Reiner Nause. The personnel and compensation committee met three times during
  2001.

Strategy
  Committee.  The strategy committee reviews the strategy for Celanese
  presented to it by the management board. It keeps itself informed about developments
  and tendencies in the industries in which Celanese is active. Members of the
  strategy committee are: Alan Hirsig (Chairman), Khaled Buhamrah, Joannes Hovers,
  Günter Metz, Reiner Nause, Ralf Sikorski and Werner Zwoboda. The strategy
  committee met once during 2001.

69

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Employees

As
  of December 31, 2001, Celanese had approximately 11,800 employees worldwide
  compared to 13,200 as of December 31, 2000. This represents a decrease of 11
  percent. Of the decrease, approximately 500 employees related to Celaneses
  Focus and Forward initiatives. See Item 4. Information
  on the Company  Strategy. At year-end, Celanese had about 6,900 employees
  in North America, 4,400 employees in Europe, 200 employees in Asia and 300 employees
  in the rest of the world. The following table sets forth the number of employees
  on a continuing basis as of December 31, 2001, 2000, and 1999.

|                               |  |                                    | 
|------------------------------ |  | ---------------------------------- | 
|                               |  | Employees
      as of December 31, | 
|                               |  |                                    | 
|                               |  | 2001                               | 
|                               |  |                                    | 
|North
      America            |  | 6,900                              | 
|thereof
      USA              |  | 5,200                              | 
|thereof
      Canada           |  | 600                                | 
|thereof
      Mexico           |  | 1,100                              | 
|Europe                         |  | 4,400                              | 
|thereof
      Germany          |  | 3,800                              | 
|Asia                           |  | 200                                | 
|Rest
      of World            |  | 300                                | 
|                               |  |                                    | 
|Total
      Celanese Employees |  | 11,800                             | 
|                               |  |                                    | 

Many
  of Celaneses employees are unionized, particularly in Germany, Canada,
  Mexico, Brazil, Belgium and France. However, in the United States, less than
  one quarter of Celaneses employees are unionized. Moreover, in Germany
  and France, wages and general working conditions are often the subject of centrally
  negotiated collective bargaining agreements. Within the limits established by
  these agreements, the various subsidiaries of Celanese negotiate directly with
  the unions and other labor organizations, such as workers councils, representing
  the employees. Collective bargaining agreements between the German chemical
  employers associations and unions relating to remuneration typically have a
  term of one year, while in the United States a three year term for collective
  bargaining agreements is typical. Celanese offers comprehensive benefit plans
  for employees and their families and believes its relations with employees are
  satisfactory.

Share Ownership

During
  2001, 8,536 shares were issued to members of Celaneses supervisory board
  as a part of their annual compensation. See Item 6. Directors, Senior
  Management & Employees  Compensation.

As
  of February 25, 2002, members of the supervisory and management boards of Celanese
  as a group owned 136,549 Celanese Ordinary Shares. This represented approximately
  0.27 percent of all outstanding shares.

As
  part of its value based management approach, Celanese supports employee stock
  ownership. Celanese has therefore instituted a number of employee stock purchase
  plans for employees who are not eligible to participate in the stock appreciation
  rights plans mentioned above. Under these employee stock purchase plans, active
  employees who invest a defined amount of money in Celanese shares during a limited
  period of time are entitled to receive a 35 percent rebate from Celanese, based
  on the amount invested. Most United States employees also have the option of
  making their investment directly through a broker or through the Company Stock
  Fund which was established in April 2000 as a part of the Celanese Americas
  Retirement Savings Plan. The Company Stock Fund invests primarily in Celanese
  Ordinary Shares. As of December 31, 2001, approximately 3,200 employees had
  purchased a total of approximately 610,000 shares under these stock purchase
  plans. See also Incentive Plans and Note 21 to the Consolidated
  Financial Statements.

70

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Item 7. Major Shareholders
  and Related Party Transactions

Major Shareholders

The
  capital stock of Celanese consists of ordinary shares, no par value (Stückaktien),
  which are issued in registered form.

Under
  the German Securities Trading Act(Wertpapierhandelsgesetz), holders
  of voting securities of a German company listed on a stock exchange in the European
  Union must notify the company and the German Federal Supervisory Authority for
  Securities Trading (Bundesaufsichtsamt für den Wertpapierhandel)
  of the level of their holding whenever it reaches, exceeds or falls below specified
  thresholds. These thresholds are 5 percent, 10 percent, 25 percent, 50 percent
  and 75 percent of a companys outstanding voting rights.

In
  addition, the German Takeover Act(Wertpapiererwerbs- und Übernahmegesetz),
  which became effective on January 1, 2002, implemented an additional threshold
  at 30 percent of the voting rights of the company. Pursuant to the Takeover
  Act, a person who directly or indirectly obtains control over a listed company
  must promptly publish this fact and must within four weeks following publication
  submit a mandatory public offer for the remaining outstanding shares. The Takeover
  Act defines control in the meaning of this requirement as the holding of at
  least 30 percent of the voting rights in the relevant company.

The
  table below sets forth, as of February 25, 2002, the number of Celanese ordinary
  shares held by holders of more than 5 percent of Celanese ordinary shares and
  their percentage ownership based on 50,334,891 Celanese ordinary shares outstanding
  as of December 31, 2001:

|Identity
      of Person or Group          |  | Shares
      Owned |  |  | Percent | 
|------------------------------------------ |  | ------------------ |  |  | ------- | 
|                                           |  |                    |  |  |         | 
|Kuwait
      Petroleum Corporation (KPC) |  | 14,400,000         |  |  | 28.6%   | 
|FMR Corporation*                           |  | 3,566,660          |  |  | 7.1%    | 
|First
      Pacific Advisors, Inc.        |  | 3,192,050          |  |  | 6.3%    | 

As
  of February 25, 2002, Celanese had approximately 110,000 shareholders. Approximately
  6,000 of these shareholders were U.S. holders. Based on the share register,
  approximately 27 percent of Celanese ordinary shares were held by U.S. holders
  as of that date.

Celanese
  has been informed that KPC, which is controlled by the Government of Kuwait,
  had direct shareholdings representing approximately 28.6 percent of the outstanding
  Celanese shares as of February 20, 2001. Celanese is not aware of any voting
  agreements or other agreements of any kind between KPC and any of Celaneses
  other shareholders. There is one KPC representative serving as a shareholder
  representative on the supervisory board; however, KPC does not have the voting
  power to ensure the election of its representative to the supervisory board.
  KPC may have the ability, as a matter of German corporate law, to block some
  corporate actions by Celanese which are subject to approval by shareholders
  at a meeting with a majority of 75 percent of the votes cast or, as the case
  may be, 75 percent of the share capital represented at the meeting. See Item
  6. Directors, Senior Management and Employees.

| 
|-
|*
|

71

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Related Party Transactions

As
  part of Celaneses cash management strategy, short-term borrowings are
  made with affiliates. These balances were €240 million and €283 million at December
  31, 2001 and 2000, respectively. As of February 25, 2002, short-term borrowings
  from affiliates were €277 million. Interest rates on these borrowings were adjusted
  on a short-term basis to reflect market conditions. The weighted average interest
  rates on these borrowings were 3.46 percent and 4.8 percent in 2001 and 2000,
  respectively.

Celanese
  has not entered into any material transactions in the last three years in which
  any shareholder or member of its management or supervisory boards, or any associate
  of any shareholder or member of its management or supervisory boards has or
  had any interest. No shareholder or member of its management or supervisory
  boards or associate of any shareholder or member of its management or supervisory
  boards is or was during the last three years indebted to Celanese. However,
  Dresdner Bank Aktiengesellschaft and Goldman, Sachs & Co. and their subsidiaries
  provided various financial and investment advisory services to Celanese in 2001,
  for which they were paid reasonable and customary fees. Alfons Titzrath, Chairman
  of the Supervisory Board of Dresdner Bank, and Kendrick R. Wilson, III, Managing
  Director, Financial Institutions Group of Goldman Sachs, have each been appointed
  to Celanese AGs Supervisory Board as a shareholder representative.

Item 8.    Financial
  Information

See
  Item 18. Financial Statements and pages F-1 through F-48 for Consolidated
  Financial Statements and Other Financial Information.

Export Sales

In
  2001, approximately €427 million or 20 percent of all U.S. sales and approximately
  €927 million or 60 percent of all German sales were export sales.

Legal Proceedings

Celanese
  is involved in a number of legal proceedings and claims incidental to the normal
  conduct of its businesses, relating to such matters as product liability, tax
  assessments, competition, past waste disposal practices and release of chemicals
  into the environment.

Plumbing
  Actions

CNA
  Holdings, Inc., a Delaware corporation (CNA Holdings), along with
  Shell, DuPont and others, have been the defendants in a series of lawsuits alleging
  that plastics manufactured by these companies that were utilized in the production
  of plumbing systems for residential property were defective or caused such plumbing
  systems to fail. Based on, among other things, the findings of outside experts
  and the successful use of Ticonas acetal copolymer in similar applications,
  CNA Holdings does not believe Ticonas acetal copolymer was defective or
  caused the plumbing systems to fail. In many cases CNA Holdings exposure
  may be limited by invocation of the statute of limitations since Ticona ceased
  selling the acetal copolymer for use in the plumbing systems in site built homes
  during 1986 and in manufactured homes during 1990.

CNA
  Holdings has been named a defendant in nine putative class actions, as well
  as a defendant in other non-class actions filed in thirteen states and Canada.
  In these actions, the plaintiffs typically have sought recovery for alleged
  property damages and, in some cases, additional damages under the Texas Deceptive
  Trade Practices Act or similar type statutes. Damage amounts have not been specified.
  The putative class actions are pending in:

- The Ninth Judicial Circuit
    Court of Common Pleas of South Carolina, Charleston County;
- The Territorial Court
    of the Virgin Islands, St. Croix Division;
- The Supreme Court of
    British Columbia, Canada;
- The Superior Court,
    Province of Quebec, Canada;
- The Ontario Canada Court,
    General Division; and
- The U.S. District Court
    of the Eastern District of Texas, Texarkana Division.

72

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Class
  certification of recreational vehicle owners was denied by the Chancery Court
  of Tennessee, Weakley County in July 2001.

The
  United States District Court for the District of New Jersey denied class certification
  of a putative class action of insurance companies with respect to subrogation
  claims in April 2000 and the plaintiffs appeal to the Third Circuit Court
  of Appeals was denied in July 2000. The case was subsequently dismissed. In
  September 2000, a similar putative class action seeking certification of the
  same class that was denied in the New Jersey matter was filed in Tennessee state
  court. An individual action (by Prudential Property & Casualty Insurance
  Company) with respect to its subrogation claims that was pending in the Superior
  Court of New Jersey, Camden has been settled for a minimal amount and was dismissed
  by the court.

A
  putative class action pending in the Circuit Court of the Fifth Judicial Circuit,
  Florida, Marion County was denied certification, but remains pending on individual
  actions.

In
  order to reduce litigation expenses and to provide relief to qualifying homeowners,
  in November 1995, CNA Holdings, DuPont and Shell entered into a national class
  action settlement, which has been approved by the courts. The settlement calls
  for the replacement of plumbing systems of claimants who have had qualifying
  leaks, as well as reimbursements for specified leak damage. Furthermore, the
  three companies have agreed to fund these replacements and reimbursements up
  to U.S. $950 million. There are additional pending lawsuits in approximately
  20 jurisdictions not covered by this settlement; however, these cases do not
  involve (either individually or in the aggregate) a large number of homes and
  management does not expect the obligations arising from these lawsuits to have
  a material adverse effect on CNA Holdings.

In
  1995, CNA Holdings and Shell settled the claims relating to individuals in Texas,
  owning 110,000 property units, who are represented by a Texas law firm for an
  amount not to exceed U.S. $170 million. These claimants are also eligible for
  a replumb of their homes in accordance with terms similar to those of the national
  class action settlement.

In
  addition, a lawsuit filed in November 1989, in Delaware Chancery Court between
  CNA Holdings and various of its insurance companies relating to all claims incurred
  and to be incurred for the product liability exposure led to a partial 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, in January 2000, CNA filed a motion in Superior State
  Court in Wilmington, Delaware to set a trial date with respect to this lawsuit
  against one insurer, asserting that the settlement is void because the insurer
  refused to make the required coverage in place payments to CNA.
  The court is still considering this motion.

Management
  believes that the plumbing actions are provided for in the Consolidated Financial
  Statements and that they will not have a material adverse effect on the financial
  position of Celanese. However, if Celanese were to incur an additional charge
  for this matter, such a charge may have a material adverse effect on the results
  of operations or cash flows in any given accounting period. No assurance can
  be given that Celaneses litigation reserves will be adequate or that Celanese
  will fully recover claims under its insurance policies.

Sorbates
  Antitrust Actions

In
  1998, Nutrinova Inc., a U.S. subsidiary of Nutrinova Nutrition Specialties &
  Food Ingredients GmbH (Nutrinova GmbH), then a wholly-owned subsidiary
  of Hoechst, received a grand jury subpoena from the United States District Court
  for the Northern District of California in connection with a criminal antitrust
  suit relating to the sorbates industry. In May 1999, Hoechst and the U.S. Federal
  Government entered into an agreement under which Hoechst pled guilty to a one-count
  indictment charging Hoechst with participating in a conspiracy to fix prices
  and allocate market shares of sorbates sold in the United States. Hoechst and
  the U.S. Federal Government agreed to recommend that the U.S. District Court
  fine Hoechst €31 million, payable over five years. Hoechst also agreed to cooperate
  with the U.S. Federal Governments investigation and prosecutions related
  to the sorbates industry. The U.S. District Court accepted this plea in June
  1999 and imposed a penalty as recommended in the plea agreement.

73

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In
  addition, the following civil antitrust actions seeking monetary damages and
  other relief for alleged conduct involving the sorbates industry have been filed
  naming Nutrinova and other Hoechst and Celanese subsidiaries as defendants.

- Seven separate actions
    involving plaintiffs who purchased sorbates directly from manufacturers, their
    subsidiaries, and their agents in the United States from 1979 through 1997
    were filed in the United States District Court for the Northern District of
    California, and were consolidated into one single action in June 1999. On
    March 9, 2000, Hoechst AG, Nutrinova, Inc., Nutrinova GmbH, CNA Holdings,
    and other defendants entered into a settlement of this consolidated civil
    antitrust federal action. Under the settlement agreement, Hoechst AG and the
    named Celanese subsidiaries paid approximately €21 million, approximately
    €6 million of which was returned in December 2001 based on the volume of purchases
    made by companies that elected to exclude themselves from the class settlement.
    This settlement has been approved by the court and the class claims against
    Hoechst and Nutrinova have been dismissed.
- Civil suits against
    Hoechst are pending in the Superior Courts of Quebec, and Ontario, seeking
    approximately CAD $1  2 million from Hoechst and other defendants to
    compensate classes of consumers in Quebec and Ontario. On November 9, 2001,
    Hoechst entered into a settlement agreement settling claims on behalf of all
    Canadian consumers, subject to various courts approval, for a payment
    of CAD $1,320,000.
- In addition, Hoechst
    and Nutrinova entered into several settlement agreements relating to actions
    relating to indirect purchasers of sorbates that were pending in Tennessee,
    Wisconsin, New Mexico. Kansas and eleven other states. Pursuant to these settlement
    agreements, all of which have been approved by the various courts, Hoechst
    and Nutrinova paid a total of U.S. $6 million. Five companies who opted out
    of the Kansas class have sued Hoechst and Nutrinova and seek recovery of the
    full purchase price of products containing sorbates. That action is still
    pending in federal court in Kansas.

Although
  the outcome of the foregoing proceedings and claims cannot be predicted with
  certainty, Celanese believes that any resulting liabilities, net of amounts
  recoverable from Hoechst, will not, in the aggregate, have a material adverse
  effect on Celaneses financial position, but may have a material adverse
  effect on the results of operations or cash flows in any given period. In the
  Demerger Agreement, Hoechst agreed to pay 80 percent of liabilities that may
  arise from the government investigation and the civil antitrust actions related
  to the sorbates industry.

Acetic
  Acid Patent Infringement Matters

On
  February 7, 2001, Celanese filed a private criminal action for patent infringement
  against certain employees of China Petrochemical Development Corporation, or
  CPDC, in the Taiwan Kaohsiung District Court. Celanese is alleging that CPDCs
  employees infringed its ROC Patent No. 27572 covering the manufacture of acetic
  acid. On February 16, 2001, Celanese filed a Supplementary Civil Brief in the
  same court alleging damages against CPDC in the amount of about U.S. $450 million
  based on a period of infringement of 10 years, 1991  2000, and based on
  CPDCs own data and as reported to the Taiwanese securities and exchange
  commission. The Celanese ROC patent was held valid by the Taiwanese Patent Office
  (IPO) on March 8, 2001, after 14 months of legal proceedings before the IPO
  based on two cancellation actions by CPDC. In view of the recent changes in
  the Taiwanese patent laws, the supplementary civil action has been converted
  into an independent civil action and the amount of damages has been reassessed
  at U.S. $35 million. This action is still pending.

In
  September 1999 Celanese sued Millennium Chemicals, Inc. in the Federal District
  Court in Houston, Texas for infringement of its low water acetic
  acid process patent. In August 2001, the judge ruled in Celaneses favor
  on a Markman hearing, in which the judge construed the claim language
  as a matter of law. The trial date has been set for July 2002.

74

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Dividend Policy

The
  payment and amount of any dividends depends on Celaneses current and future
  earnings, cash flow, financial condition and other factors. Dividends are subject
  to recommendation by the Celanese supervisory and management boards and the
  approval of the shareholders at Celaneses annual general meeting. Under
  German law, dividends are payable only out of unappropriated retained earnings
  as shown in the unconsolidated annual financial statements of Celanese AG, as
  adopted and approved by resolutions of the Celanese management board and the
  Celanese supervisory board, not from the consolidated profits of Celanese.

Holders
  of record of Celanese AG ordinary shares on the date of the general meeting
  of shareholders at which a dividend is declared are entitled to receive the
  dividend, less any amounts required to be withheld on account of taxes or other
  governmental charges. Cash dividends payable to holders of ordinary shares will
  be distributed by Deutsche Bank AG as paying agent. In Germany, the payment
  will be made to the holders depot bank or other institution holding the
  shares for the shareholder which will credit the payment to the shareholders
  account. For purposes of distribution in the United States, the dividend will
  be paid to Mellon Investor Services as U.S. transfer agent. For shareholders
  in the United States, the payment will be converted from euro into U.S. dollars.
  The U.S. dollar amounts of dividends received by holders of ordinary shares
  may be affected by fluctuations in exchange rates. See Item 3. Key Information
   Exchange Rate Information.

At
  Celaneses annual general meeting of shareholders held on May 9, 2001,
  shareholders approved the management and supervisory boards proposal to
  declare a dividend of €0.40 per share, payable as of May 10, 2001. Due to the
  reduction in the unappropriated retained earnings of the unconsolidated financial
  statements of Celanese AG as a result of impairment charges taken in 2001, the
  management and supervisory boards of Celanese will not be able to propose the
  declaration of a dividend for the year 2001 at the annual general meeting on
  May 15, 2002. There can be no assurance as to the payment of dividends or their
  particular amounts in future years. The management of Celanese has indicated
  that in determining the dividend policy of Celanese, it will consider what portion
  of the cash flow generated by Celanese should be paid as dividends and what
  portion should be used in other ways to enhance shareholder value, such as through
  share repurchases, reduction of debt or capital investments. See Item
  5. Operating and Financial Review and Prospects.

Significant Changes

On
  February 21, 2002, Celanese sold received approval from the German merger control
  authorities to sell its interest in InfraServ GmbH & Co. Deponie Knapsack
  KG, or Deponie, to Trienekens AG, a company active in all areas of waste management
  and majority owned by RWE AG, one of Germanys biggest utility companies.
  The sale is scheduled to close in March 2002. Deponies financial assets,
  including statutory cash reserves of €58 million, required to be held in reserve
  by the German authorities to support for landfill and land reclamation activities,
  receivables, as well as all of Deponies liabilities (including those corresponding
  to the cash reserves) will be transferred to the buyer upon closing of the sale.
  Celanese expects to record a book gain of approximately €6
  million relating to this sale.

On
  March 5, 2002, Celanese signed a letter of intent with Degussa AG to set up
  a 50-50 joint venture for oxo products. Under the terms of the letter of intent,
  Celanese plans to contribute its European oxo activities and Degussa its Oxeno
  subsidiarys propylene-based oxo business to the joint venture. The transaction
  is subject to the completion of negotiations, satisfaction of conditions and
  clearance by the relevant merger control authorities, and no assurance can
  be given that the transaction will be consummated on the terms outlined in the
  letters of intent or will occur at all.

Item 9.    The
  Offer and Listing

Nature of Trading
  Market

In
  connection with the demerger, the Celanese shares were listed on the Frankfurt
  Stock Exchange and on the New York Stock Exchange. Since the Celanese shares
  are in registered form, they were listed directly on the New York Stock Exchange
  without the creation of a depositary receipt facility. The Celanese shares trade
  on the New York Stock Exchange under the symbol CZ and on the Frankfurt
  Stock Exchange under the symbol CZZ, under the German securities
  code number (Wertpapierkennnummer)575 300 and under the International
  Securities Identification Number DE 0005753008.

75

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The
  transfer agents for Celanese ordinary shares are registrar services GmbH in
  Germany (the Transfer Agent) and Mellon Investor Services in the
  United States (the U.S. Transfer Agent).

Trading on the Frankfurt
  Stock Exchange

The
  Frankfurt Stock Exchange, which is operated by Deutsche Börse AG (Deutsche
  Börse), is the most significant of the eight German stock exchanges
  and accounted for approximately 96 percent of the turnover in exchange-traded
  shares in Germany in 2001. As of December 31, 2001, the equity securities of
  5,777 corporations, including 4,865 foreign corporations, were traded on the
  Frankfurt Stock Exchange.

Trading
  on the floor of the Frankfurt Stock Exchange begins every business day at 9:00
  a.m. and ends at 8:00 p.m., Central European Time. Securities listed on the
  Frankfurt Stock Exchange are generally traded in the auction market, but also
  change hands in interbank dealer markets.

On
  behalf of the Frankfurt Stock Exchange, the Association of Members of the Frankfurt
  Stock Exchange (Kursmaklerkammer
  Frankfurt am Main) publishes an official daily list of quotations (Amtliches
  Kursblatt)containing the fixed prices as well as the yearly high and low
  prices for all traded securities.

A
  computerized trading system known as Xetra is operated by Deutsche Börse.
  Trading may be conducted only by banks and securities dealers who have been
  admitted to trading on at least one German stock exchange. Trading through the
  Xetra system takes place from 9:00 a.m. to 8:00 p.m., Central European Time,
  on each business day. Celanese shares are traded through the Xetra system.

Transactions
  on the Frankfurt Stock Exchange, including transactions through the Xetra system,
  are settled on the second business day following the trade. Transactions off
  the Frankfurt Stock Exchange, such as large trades or trades with a non-German
  party, are generally also settled on the second business day following the trade,
  although a different period may be agreed to by the parties. Under the German
  banks standard terms and conditions for securities transactions, customers
  orders for listed securities must be executed on a stock exchange unless the
  customer gives specific instructions to the contrary.

A
  quotation can be suspended by the Frankfurt Stock Exchange if orderly trading
  is temporarily endangered or if a suspension is deemed to be necessary in order
  to protect the public. Trading activities on the German stock exchanges are
  monitored by the German Federal Supervisory Authority for Securities Trading
  (Bundesaufsichtsamt für den Wertpapierhandel), the respective German
  state stock exchange supervisory authorities and the respective supervisory
  authorities for securities trading at the individual stock exchanges.

Celanese
  shares have been included in the M-DAX index since March 20, 2000. The M-DAX
  is a continuously updated performance index of the lower 70 of the top 100 German
  highly capitalized companies. The shares included in the M-DAX are, in principle,
  selected on the basis of their stock exchange turnover and their market capitalization.
  At present, the relative weight of the shares included in the M-DAX is determined
  based on market capitalization; in June 2002, the M-DAX will switch to a free
  float-weighted performance scale. Celanese does not expect any material change
  to the weight of its shares in the M-DAX as a result of this change. Celanese
  shares have been included in the Dow Jones Euro STOXXSM 600 index since the
  end of September 2001. This index includes the 600 largest European companies
  ranked by free float market capitalization and is reviewed quarterly.

76

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The
  tables below set forth, for the periods indicated, the high and low sales prices
  on the Xetra System for Celanese ordinary shares from October 25, 1999, the
  first day on which Celanese ordinary shares officially traded on the Xetra System,
  as reported by that exchange.

|                                                | Price
      Per
      Ordinary Share
|----------------------------------------------- | ------------------------------------
|                                                |                                     
|                                                |                                     
|                                                |                                     
|                                                | (in
       €)                       
|                                                |                                     
|Annual
      Highs and Lows                     |                                     
|1999
      (from October 25, 1999)              |                                     
|2000                                            |                                     
|2001                                            |                                     
|                                                |                                     
|Quarterly
      Highs and Lows                  |                                     
|1999                                            |                                     
|Fourth
      Quarter (from October 25, 1999)    |                                     
|2000                                            |                                     
|First
      Quarter                             |                                     
|Second
      Quarter                            |                                     
|Third
      Quarter                             |                                     
|Fourth
      Quarter                            |                                     
|2001                                            |                                     
|First
      Quarter                             |                                     
|Second
      Quarter                            |                                     
|Third
      Quarter                             |                                     
|Fourth
      Quarter                            |                                     
|2002                                            |                                     
|First
      Quarter (through February 25, 2002) |                                     
|                                                |                                     
|                                                | Price
      Per
      Ordinary Share
|                                                |                                     
|                                                |                                     
|                                                |                                     
|                                                | (in
       €)                       
|                                                |                                     
|Monthly
      Highs and Lows                    |                                     
|2000                                            |                                     
|July                                            |                                     
|August                                          |                                     
|September                                       |                                     
|October                                         |                                     
|November                                        |                                     
|December                                        |                                     
|2001                                            |                                     
|July                                            |                                     
|August                                          |                                     
|September                                       |                                     
|October                                         |                                     
|November                                        |                                     
|December                                        |                                     
|2002                                            |                                     
|January                                         |                                     
|February
      (through February 25, 2002)      |                                     

Based
  on turnover statistics supplied by both the Frankfurt Stock Exchange and Xetra,
  the average daily volume of Celanese ordinary shares traded between January
  1, 2001 and December 31, 2001 was 13,058 on the Frankfurt Stock Exchange and
  72,146 on Xetra.

77

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On
  February 25, 2002 the closing sales price per Celanese ordinary share on the
  Xetra System was €21.80, which was equivalent to U.S. $18.99 per ordinary share,
  translated at the Noon Buying Rate for euro on such date. See the discussion
  under Item 3. Key Information  Exchange Rate Information with
  respect to rates of exchange between the dollar and the euro.

Trading on the New
  York Stock Exchange

Official
  trading of Celanese ordinary shares on the New York Stock Exchange commenced
  on October 25, 1999.

The
  following tables set forth, for the period indicated, the high and low sales
  prices per Celanese ordinary share, as reported on the New York Stock Exchange
  Composite Tape.

|                                                | Price
      Per
      Ordinary Share
|----------------------------------------------- | ------------------------------------
|                                                |                                     
|                                                |                                     
|                                                |                                     
|                                                | (in
       U.S. $ )                 
|                                                |                                     
|Annual
      Highs and Lows                     |                                     
|1999
      (from October 25, 1999)              |                                     
|2000                                            |                                     
|2001                                            |                                     
|                                                |                                     
|Quarterly
      Highs and Lows                  |                                     
|1999                                            |                                     
|Fourth
      Quarter (from October 25, 1999)    |                                     
|2000                                            |                                     
|First
      Quarter                             |                                     
|Second
      Quarter                            |                                     
|Third
      Quarter                             |                                     
|Fourth
      Quarter                            |                                     
|2001                                            |                                     
|First
      Quarter                             |                                     
|Second
      Quarter                            |                                     
|Third
      Quarter                             |                                     
|Fourth
      Quarter                            |                                     
|2002                                            |                                     
|First
      Quarter (through February 25, 2002) |                                     
|                                                |                                     
|                                                | Price
      Per
      Ordinary Share
|                                                |                                     
|                                                |                                     
|                                                |                                     
|                                                | (in
       U.S. $ )                 
|                                                |                                     
|Monthly
      Highs and Lows                    |                                     
|2001                                            |                                     
|July                                            |                                     
|August                                          |                                     
|September                                       |                                     
|October                                         |                                     
|November                                        |                                     
|December                                        |                                     
|2002                                            |                                     
|January                                         |                                     
|February
      (through February 25, 2002)      |                                     

On
  February 25, 2002, the closing sales price per Celanese ordinary share on the
  New York Stock Exchange as reported on the New York Stock Exchange Composite
  Tape was U.S. $19.16.

78

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Item 10.    Additional
  Information

Articles of Association

Organization and Register

Celanese
  AG is a stock corporation organized in the Federal Republic of Germany under
  the Stock Corporation Act (Aktiengesetz). It is registered in the Commercial
  Register (Handelsregister) maintained by the local court in Königstein
  im Taunus, Germany, under the entry number HRB 5277.

Objects and Purposes

Section
  2 of Celanese AGs Articles of Association states that the company directs,
  as a holding company, a group of companies which conduct business, in particular,
  in the areas of chemicals and plastics. In addition, the company may conduct
  business itself in these or other areas. It is entitled to take all actions
  and measures which relate to or which otherwise directly or indirectly serve
  its objectives. Celanese AG may also form, acquire or participate in enterprises,
  or bring them together under common control, in particular with regard to enterprises
  operating in the areas of chemicals and plastics. It is entitled, mainly for
  investment purposes, to acquire interests in all kinds of enterprises. With
  regard to group companies and other enterprises in which it holds an interest,
  Celanese AG may restrict itself to the administration of its interests, as well
  as dispose of them.

Management and Supervisory
  Boards

In
  carrying out their duties, members of both the Celanese management board and
  the Celanese supervisory board must exercise the standard of care of a prudent
  and diligent businessperson. Both the members of the Celanese management board
  and the members of the Celanese supervisory board owe a duty of loyalty and
  care to Celanese, and must act only in the interest of Celanese and not in his
  or her own or any third partys interest. The interests of Celanese are
  deemed to include the interests of the shareholders, the interests of the work
  force and, to some extent, the common interest, and both the Celanese management
  board and the Celanese supervisory board must take all these interests into
  account when taking actions or making decisions.

Interested Party Transactions;
  Loans to Board Members; Compensation

According
  to the German Stock Corporation Act, the Celanese supervisory board shall represent
  the interests of the company in the event the company enters into a transaction
  or contract with a member of its management board. Any service or consulting
  agreement between the company and a member of its supervisory board must be
  approved by a resolution of the supervisory board. Further, a member of the
  management or supervisory board may not participate in any resolution that involves
  a transaction between the company and the member, nor the institution or settlement
  of legal proceedings between the company and the member. A member of the management
  or supervisory board who is also a shareholder may not vote his or her shares
  on any matter that concerns ratification of his or her own acts or the release
  of his or her obligations. The law also requires supervisory board approval
  for loans from the company in the amount greater than one months salary
  to a member of the companys management board, as well as for loans from
  the company of any amount to members of the supervisory board or members of
  the families of management or supervisory board members. Compensation of supervisory
  board members requires shareholder approval.

Age Limit

Celanese
  AGs Articles of Association do not mandate the retirement of directors
  under an age limit requirement.

Share Ownership Requirement

Celanese
  AGs Articles of Association do not require members of its supervisory
  and management boards to be shareholders in the company. However, Celanese encouraged
  management to purchase Celanese shares by offering members of its management
  board and executives worldwide the right to participate in an equity participation
  plan, which is a stock appreciation rights plan that requires the investment
  of a defined amount of money in Celanese shares over a one or two year period
  since its introduction in 1999. Members of the Celanese

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management board have
  committed to hold their Celanese shares for at least as long as they are members
  of the management board. Furthermore, Celanese may pay up to half of its supervisory
  boards fixed annual compensation in Celanese shares, provided it has shares
  available for this purpose.

See
  also Item 6. Directors, Senior Management and Employees for further
  information about the supervisory and management boards.

Ordinary Shares

The
  share capital of Celanese AG consists of ordinary shares of no par value issued
  in registered form. Record holders of ordinary shares are registered in Celanese
  AGs share register (Aktienregister). The share register is administered
  on behalf of Celanese AG by Mellon Investor Services as transfer agent and registrar
  in the United States, and by registrar services GmbH, as transfer agent and
  registrar in Germany.

Dividends

The
  management board prepares and the supervisory board approves the financial statements
  for each fiscal year and both boards recommend the disposition of all unappropriated
  profits for approval by shareholders at the annual general meeting, including
  the amount of net profits to be distributed as a dividend. Owners of Celanese
  AG ordinary shares on the date of the annual general meeting of shareholders
  at which a dividend is declared are entitled to receive the dividend.

Dividends
  are paid to shareholders in proportion to their ownership of the outstanding
  capital stock. However, in the event of an increase in capital, the Articles
  of Association permit the participation of the new shares in the profits of
  Celanese AG to be determined differently from that set forth in Section 60 of
  the German Stock Corporation Act, which governs the allocation of dividends.

Voting Rights

Each
  ordinary share entitles the owner to one vote at the general meeting. Cumulative
  voting is not permitted under German law. Celanese AGs Articles of Association
  provide that all resolutions of the general meeting may be passed by a simple
  majority of votes cast and, if a majority of capital is required, by a simple
  majority of the share capital represented in the meeting unless otherwise mandatorily
  required by law. German law mandatorily requires that the following matters,
  among others, be approved by the affirmative vote of 75 percent of the issued
  shares present at the shareholders meeting at which the matter is proposed:

- Changing the objects
    and purposes provision in the articles of association,
- Capital decreases,
- Capital increases in
    the form of authorized and conditional capital,
- Excluding preemptive
    rights of shareholders to subscribe for new shares,
- Dissolution,
- A merger into, or a
    consolidation with, another stock corporation, and
- A transfer of all or
    virtually all of the assets.

Supervisory Board Terms

Shareholders
  elect six of the twelve members of the Celanese AG supervisory board at the
  annual general meeting for a term that concludes at the termination of the annual
  general meeting that votes on the ratification of their acts for the fourth
  business year following the commencement of their term of office, not counting
  the business year in which that term begins. Shareholders at the annual general
  meeting may elect the shareholders representatives to the supervisory
  board to a shorter term. Supervisory board members may also be re-elected.

Liquidation

If
  Celanese AG were to be liquidated, any liquidation proceeds remaining after
  all of its liabilities were paid would be distributed to its shareholders in
  proportion to their share holdings.

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Capital Increases

The
  share capital may be increased in consideration of contributions in cash or
  in kind, or by establishing authorized capital or conditional capital. Authorized
  capital provides the management board with the flexibility to issue new shares
  up to a maximum of 50 percent of the companys stated capital for a period
  of up to five years. Conditional capital allows the management board to issue
  new shares up to a maximum of 50 percent of the companys stated capital
  for specified purposes, including mergers and the issuance of shares upon conversion
  of option bonds and convertible bonds. In the case of issuing new shares for
  employee stock option plans no more than 10 percent of the companys stated
  capital may be authorized. Capital increases require an amendment of the Articles
  of Association approved, in the case of an authorized or conditional capital,
  by 75 percent of the issued shares present at the shareholders meeting
  at which the increase is proposed. The management board must also obtain the
  approval of the supervisory board before issuing new shares out of authorized
  capital. Celanese AGs Articles of Association do not currently contain
  provisions for authorized or conditional capital; nor do they contain conditions
  regarding changes in the share capital that are more stringent than the law
  requires.

Redemption

The
  share capital may be reduced by an amendment of the Articles of Association
  approved by 75 percent of the issued shares present at the shareholders
  meeting. Shareholders may also authorize the management board for a period of
  up to 18 months to repurchase up to 10 percent of the issued and outstanding
  shares for a specific purpose, such as employee share grants or the cancellation
  of shares as may be authorized by the shareholders.

Changes in Shareholder
  Rights

As
  a general rule, changes in shareholder rights require approval of all the shareholders
  affected. However, for some changes in shareholder rights (such as changes in
  the preferential rights of preferred shares), the law only requires a resolution
  to be passed by a specific majority of the affected shareholders present at
  a general meeting. In addition to such approval from the shareholders affected,
  the articles of association must be amended by a resolution of the majority
  of the share capital represented at the meeting.

Shareholder Meetings

German
  law requires a companys annual general meeting to be held within the first
  eight months of each fiscal year. The management board, supervisory board, or
  shareholders owning an aggregate amount of at least 5 percent of the issued
  shares may call a meeting of shareholders. There is no minimum quorum requirement
  for shareholder meetings. Among other things, the annual general meeting is
  asked to approve the appointment of an independent auditor, ratify the actions
  of the management and supervisory boards during the prior year, approve the
  disposition of unappropriated profit, and, where required by law, approve the
  annual accounts.

At
  Celanese AGs annual general meeting held in May 2001, shareholders approved
  three amendments to the Articles of Association. According to the first amendment
  those shareholders who are registered in the share register on the day of the
  general meeting and who have notified the company no later than on the seventh
  day prior to the general meeting shall be entitled to attend and vote at the
  general meeting. The management board can fix a shorter period in the invitation
  to the general meeting, provided, however, that the day of notification is no
  less than three calendar days prior to the general meeting. The second amendment
  offers registered shareholders more flexibility in granting proxies instead
  of voting in person at the general meeting. Such proxies must be signed in ink
  in accordance with the provisions of the German Stock Corporation Act, unless
  the companys articles of association provide otherwise. According to this
  new provision in Celanese AGs Articles of Association, proxies can also
  be granted, in a manner to be determined by the management board, by using electronic
  media or by telefax, unless the proxy is to be granted to a credit institute
  or a shareholders association. The details for granting proxies shall
  be announced in the invitation to the general meeting. The third amendment to
  Celanese AGs Articles of Association broadens the right of the meetings
  Chairman to determine the manner, form and order of voting on the resolutions.
  If this is announced in the invitation to the general meeting, the Chairman
  can now allow the transmission of the general meeting as well as the participation
  in the general meeting, the participation in voting, or the exercise of further
  shareholders rights, in each case either directly or by proxy, also by
  electronic or other media, to the extent legally permissible.

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Amendments
  to Celanese AGs Articles of Association may be proposed either by the
  supervisory board and the management board, or by a shareholder or group of
  shareholders holding at least 195,583 shares.

No Limitation on Foreign
  Ownership

There
  are no limitations under German law or in Celanese AGs Articles of Association
  on the right of persons who are not citizens or residents of Germany to hold
  or vote ordinary shares in Celanese AG.

Change In Control

There
  are no provisions in the Articles of Association that would have an effect of
  delaying, deferring or preventing a change in control of Celanese AG and that
  would only operate with respect to a merger, acquisition or corporate restructuring
  involving it or any of its subsidiaries. German law does not specifically regulate
  business combinations with interested shareholders. However, general principles
  of German law may restrict business combinations under some circumstances.

The
  German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), which
  became effective on January 1, 2002, standardizes the rules applicable to public
  bids for the shares in German public stock corporations. The German Takeover
  Act includes, among other things, a set of definitive rules applying to the
  companys action in the case of a hostile takeover situation. As a general
  rule, the management board is obliged to remain neutral in such circumstances.
  However, the management board is allowed to proceed with actions which a prudent
  (ordentlicher) and conscientious manager of a company, which is not subject
  of a takeover offer, would have taken and, additionally, to seek alternative
  offers from third parties. Any other actions of the management board which may
  negatively impact the takeover require either the approval by the shareholders
  or the consent of the supervisory board. Approvals by the shareholders may either
  be granted by an extraordinary general meeting called in connection with the
  hostile takeover bid or by way of shelf resolutions passed before the commencement
  of such bid. However, such a shelf resolution is limited to a maximum period
  of 18 months and requires a three-quarters majority of the present share capital in
  the general meeting.

Disclosure of Share
  Holdings

Celanese
  AGs Articles of Association do not require shareholders to disclose their
  share holdings. The German Securities Trading Act(Wertpapierhandelsgesetz),
  however, requires holders of voting securities of a corporation whose shares
  are listed on a stock exchange to notify the corporation and the German Federal
  Supervisory Authority for Securities Trading(Bundesaufsichtsamt für
  den Wertpapierhandel)of the number of shares they hold if that number reaches,
  exceeds or falls below specified thresholds. These thresholds are 5 percent,
  10 percent, 25 percent, 50 percent and 75 percent of the corporations
  outstanding voting rights. In addition, the German Takeover Act that became
  effective on January 1, 2002 implemented an additional threshold at 30 percent
  of the voting rights of the company. Pursuant to the Takeover Act a person who
  directly or indirectly obtains control over a listed company must promptly publish
  this fact and must within four weeks following the publication submit a mandatory
  tender offer for the outstanding shares. The Takeover Act defines control in
  the meaning of this requirement as the holding of at least 30 percent of the
  voting rights in the relevant company. See Item 7. Major Shareholders
  and Related Party Transactions.

Material Contracts

On
  May 19, 2000, Vinnolit Kunststoff GmbH, Ismaning, Germany, a 50-50 joint venture
  of Celanese Holding GmbH and Wacker-Chemie GmbH, Munich, entered into a sale
  and purchase agreement to sell its limited partnership interest in Vinnolit
  Monomer GmbH & Co. KG and its 100 percent interest in Vinnolit Monomer Geschäftsführungs
  GmbH, the general partner of Vinnolit Monomer GmbH & Co. KG, to institutional
  funds managed by Advent International Corp. (Advent), a leading
  private equity firm. Prior to the effectiveness of the transaction, Vinnolit
  Kunststoff GmbH, one of the leading European PVC manufacturers with an annual
  output capacity of 570 metric kilatons, transferred its entire business to Vinnolit
  Monomer GmbH & Co. KG. Also on May 19, 2000 Celanese Chemicals Europe GmbH,
  a wholly-owned subsidiary of Celanese AG, entered into a sale and purchase agreement
  to sell its subsidiary Vintron GmbH, a manufacturer of polyvinyl chloride located
  in

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Hürth-Knapsack,
  Germany, to Advent. Celanese received aggregate consideration totaling €233
  million for both transactions. Both transactions closed on July 19, 2000. For
  further information on the sale of Vinnolit and Vintron, see Note 6 to the Consolidated
  Financial Statements.

On
  September 29, 2000, Celanese Ltd., as buyer, Celanese Americas Corporation,
  and CNA Holdings, Inc. (for indemnification purposes), all wholly-owned subsidiaries
  of Celanese AG, entered into an Asset Purchase Agreement with Air Products and
  Chemicals, Inc., and Air Products, L.P., Allentown, Pennsylvania, as sellers
  (collectively, Air Products), to purchase Air Products polyvinyl
  alcohol business, including Air Products polyvinyl alcohol plants in Calvert
  City, Kentucky and Pasadena, Texas for a purchase price of U.S. $326 million
  (€359 million). For further information on the acquisition, see Note 6 to the
  Consolidated Financial Statements.

Exchange Controls
  and Other Limitations Affecting Security Holders

Effective
  January 1, 1999, Germany and 10 other member states of the European Union introduced
  the euro as their common currency and established fixed conversion rates between
  their existing sovereign currencies and the euro. Greece became the twelfth
  member of the EMU on January 1, 2001. The euro was only available as deposit
  money until January 1, 2002, at which time the member states introduced euro
  bills and coins. By March 1,
  2002, the euro was the sole legal tender for all member states participating
  in the EMU, and the national currencies of those member states were withdrawn
  from circulation. The euro is a fully convertible currency. There are, except
  in limited embargo circumstances, no legal restrictions in Germany on international
  capital movements and foreign exchange transactions. For statistical purposes
  only, every individual or corporation residing in Germany must report to the
  German Central Bank (Deutsche Bundesbank), any payment (other than those for
  the import or export of goods) received from or made to an individual or a corporation
  resident outside Germany if such payment exceeds €12,500 or the equivalent in
  a foreign currency. In addition, German residents must report any claims against
  or any liabilities payable to non-residents if such claims or liabilities, in
  the aggregate, exceed approximately €1.5 million or the equivalent in a foreign
  currency during any one month. German residents must also report any direct
  investment outside Germany if such investment exceeds 10 percent of the total
  investment (with exceptions).

Neither
  German law nor the Articles of Association of Celanese impose any limitations
  on the right of nonresident or non-German owners to hold or vote the Celanese
  shares.

Taxation

The
  following is a discussion of material United States federal income and German
  tax consequences to Qualified Holders holding Celanese shares. This discussion
  is based upon existing United States federal income and German tax law, including
  legislation, regulations, administrative rulings and court decisions, as in
  effect on the date of this Annual Report, all of which are subject to change,
  possibly with retroactive effect. For purposes of this discussion, in general,
  a Qualified Holder means a beneficial owner of Celanese shares that
  (1) is a resident of the United States for purposes of the United States-Germany
  Income Tax Treaty (the Income Tax Treaty), which generally includes
  an individual United States resident, a corporation created or organized under
  the laws of the United States, any state thereof or the District of Columbia
  and a partnership, estate or trust, to the extent its income is subject to taxation
  in the United States as the income of a United States resident, either in its
  hands or in the hands of its partners or beneficiaries, (2) does not hold Celanese
  shares as part of the business property of a permanent establishment located
  in Germany or as part of a fixed base of an individual located in Germany and
  used for the performance of independent personal services, (3) if not an individual,
  is not subject to the limitation on benefits restrictions in the Income Tax
  Treaty and (4) owns, directly or indirectly, less than 10 percent of the outstanding
  Celanese shares. This discussion assumes that the Qualified Holder holds Celanese
  shares as a capital asset. This discussion does not address all aspects of United
  States federal income and German taxation that may be relevant to all Qualified
  Holders in light of their particular circumstances, such as Qualified Holders
  whose shares were acquired under the exercise of an employee stock option or
  otherwise as compensation or Qualified Holders who are subject
  to special treatment under United States federal income tax laws, for example,
  financial institutions, insurance companies, tax-exempt organizations and broker-dealers.
  This discussion also does not address any aspects of state, local or non-United
  States tax law.

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EACH
  QUALIFIED HOLDER IS STRONGLY URGED TO CONSULT HIS OR HER TAX ADVISORS AS TO
  THE UNITED STATES FEDERAL INCOME AND GERMAN TAX CONSEQUENCES OF HOLDING CELANESE
  SHARES, INCLUDING THE PARTICULAR FACTS AND CIRCUMSTANCES THAT MAY BE UNIQUE
  TO SUCH QUALIFIED HOLDER, AND AS TO ANY OTHER TAX CONSEQUENCES OF HOLDING CELANESE
  SHARES.

Taxation of Dividends

Under
  German law, German corporations are required to withhold tax on dividends distributed
  in 2002 out of prior years profits in an amount equal to 20 percent of the gross
  amount paid to resident and nonresident shareholders*. Subject to limitations,
  a partial refund of this 20 percent withholding tax can be obtained by Qualified
  Holders under the Income Tax Treaty. Qualified Holders are generally subject
  to United States federal income tax on dividends paid by German corporations.
  Subject to applicable limitations of United States federal income tax law, Qualified
  Holders may be able to claim a foreign tax credit for German withholding tax
  on dividends.

In
  the case of any Qualified Holder, the German withholding tax on dividends paid
  in 2002 is partially refunded under the Income Tax Treaty, effectively reducing
  the withholding tax to 15 percent of the gross amount of the dividend. Qualified
  Holders are not entitled to the dividends received deduction for United States
  federal income tax purposes with respect to dividends paid by non-United States
  corporations.

Thus,
  for each U.S. $100 of gross dividend paid by Celanese in 2002 to a Qualified
  Holder, the dividend after partial refund of the 20 percent withholding tax
  under the Income Tax Treaty will be subject to a German withholding tax of U.S.
  $15. Thus, for each U.S. $100 of gross dividend, the Qualified Holder will include
  U.S. $105.88 in gross income and may be entitled to a foreign tax credit of
  U.S. $15.88, subject to applicable limitations of United States federal income
  tax law.

Dividends
  paid in euro to a Qualified Holder of Celanese shares will be included in income
  in a U.S. dollar amount calculated by reference to the exchange rate in effect
  on the date the dividends (including any deemed refund of German corporate tax)
  are received or treated as received by such holder. If dividends paid in euro
  are converted into dollars on the date received or treated as received, Qualified
  Holders generally should not be required to recognize foreign currency gain
  or loss in respect of each dividend.

A
  surtax on the German withholding tax is currently levied on dividend distributions
  paid by a German resident company. The rate of this surtax is 5.5 percent, which
  is 1.1 percent (5.5 percent x 20 percent) of the gross dividend amount. Under
  the Income Tax Treaty, Qualified Holders are entitled to a full refund of this
  surtax.

Refund Procedures

To
  claim the refund reflecting the current reduction of the German withholding
  tax from 20 percent to 15 percent, and the refund of the 5.5 percent German
  surtax, when applicable, a Qualified Holder must submit (either directly or,
  if arrangements are made with a depositary, through a depositary) a claim for
  refund to the German tax authorities, with the original bank voucher (or certified
  copy thereof) issued by the paying entity documenting the tax withheld within
  four years from the end of the calendar year in which the dividend is received.
  Claims for refunds are made on a special German claim for refund form, which
  must be filed with the German tax authorities: Bundesamt für Finanzen,
  Friedhofstrasse 1, 53225 Bonn, Germany. The German claim for refund forms may
  be obtained from the German tax authorities at the same address where the applications
  are filed or from the Embassy of the Federal Republic of Germany, 4645 Reservoir
  Road, N.W., Washington, D.C. 20007-1998.

Qualified
  Holders must also submit to the German tax authorities certification of their
  last filed United States federal income tax return. That certification is obtained
  from the office of the Director of the Internal Revenue Service Center by filing
  a request for the certification with the Internal Revenue Services Philadelphia
  Service Center, Foreign Certification Request, P.O. Box 16347, Philadelphia,
  PA 19114-0447. Requests for certification are to be made in writing and must
  include the Qualified Holders name, social security number or employer

| 
|-
|*

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identification number,
  tax return form number and tax period for which certification is requested.
  The Internal Revenue Service (IRS) will send the certification directly
  to the German tax authorities if the Qualified Holder authorizes the IRS to
  do so. This certification is valid for three years and need only be resubmitted
  in a fourth year in the event of a subsequent application for refund.

In
  accordance with arrangements under the Sub-Agency Agreement between the Transfer
  Agent and the U.S. Transfer Agent relating to Celanese shares traded in the
  United States, the Celanese shares held by Qualified Holders will be registered
  with the U.S. Transfer Agent, which will receive and distribute dividends to
  Qualified Holders of Celanese shares and perform administrative functions necessary
  to claim the refund reflecting the current reduction in German withholding tax
  from 20 percent to 15 percent, and the refund of the 5.5 percent German surtax,
  when applicable, for such Qualified Holders. These arrangements may be amended
  or revoked at any time in the future.

The
  U.S. Transfer Agent will prepare the German claim for refund forms on behalf
  of the Qualified Holders of Celanese shares and file them with the German tax
  authorities. In order for the U.S. Transfer Agent to file the claim for refund
  forms, the U.S. Transfer Agent will prepare and mail to the Qualified Holders
  of those Celanese shares, and those holders will be requested to sign and return
  to the U.S. Transfer Agent, (i) a statement authorizing the U.S. Transfer Agent
  to perform these procedures and agreeing that the German tax authorities may
  inform the IRS of any refunds of German taxes and (ii) a written authorization
  to remit the refund of withholding to an account other than that of the Qualified
  Holder. Qualified Holders must also submit to the U.S. Transfer Agent certification
  of their last filed United States federal income tax return. The U.S. Transfer
  Agent will attach the signed statement, the certification and the documentation
  issued by the paying agency documenting the dividend paid and the tax withheld
  to the claim for refund form and file them with the German tax authorities.

A
  simplified refund procedure for Qualified Holders whose Celanese shares are
  held through Participants of the Depository Trust Company is in effect between
  the Depository Trust Company and the German tax authorities. Under this simplified
  refund procedure, the Depository Trust Company provides the German tax authorities
  with electronic certification of the U.S. taxpayer status of such Qualified
  Holders based on information it receives from its Participants, and claims a
  refund on behalf of those Qualified Holders. Accordingly, Qualified Holders,
  using the simplified refund procedure, do not need to file refund claim forms
  through the U.S. transfer agent.

The
  German tax authorities will issue refunds denominated in euro. In the case of
  Celanese shares held by Qualified Holders, the refunds will be issued in the
  name of the U.S. Transfer Agent, which will convert the refunds to U.S. dollars
  and issue corresponding refund checks to the Qualified Holders of such Celanese
  shares and brokers. Those brokers, in turn, will remit corresponding refund
  amounts to the Qualified Holders holding Celanese shares registered with such
  brokers. Qualified Holders of Celanese shares who receive a refund attributable
  to reduced withholding taxes under the Income Tax Treaty may be required to
  recognize foreign currency gain or loss, which will be treated as ordinary income
  or loss, to the extent that the U.S. dollar value of the refund received or
  treated as received by the Qualified Holder differs from the U.S. dollar equivalent
  of the refund on the date the dividend on which such withholding taxes were
  imposed was received or treated as received by the Qualified Holder.

Taxation of Capital
  Gains

Under
  the Income Tax Treaty, a Qualified Holder will not be liable for German tax
  on capital gains realized or accrued on the sale or other disposition of Celanese
  shares, unless the Qualified Holder had held 1 percent or more of the registered
  share capital of the company at any time during the 5 year period immediately
  preceding the disposition.

Upon
  a sale or other disposition of Celanese shares, a Qualified Holder will recognize
  capital gain or loss for United Sates federal income tax purposes equal to the
  difference between the amount realized and the Qualified Holders adjusted
  tax basis in Celanese shares. In the case of an individual Qualified Holder
  of Celanese shares, any such capital gain will be subject to a maximum United
  States federal income tax rate of 20 percent, if the individual Qualified Holders
  holding period in these Celanese shares is more than 12 months.

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German Gift and Inheritance
  Taxes

The
  United States-Germany estate tax treaty provides that an individual whose domicile
  is determined to be in the United States for purposes of such treaty will not
  be subject to German inheritance and gift tax (the equivalent of the United
  States federal estate and gift tax) on the individuals death or making
  of a gift unless the Celanese shares (1) are part of the business property of
  a permanent establishment located in Germany or (2) are part of the assets of
  a fixed base of an individual located in Germany and used for the performance
  of independent personal services. An individuals domicile in the United
  States, however, does not prevent imposition of German inheritance and gift
  tax with respect to an heir, donee or other beneficiary who is domiciled in
  Germany at the time the individual died or the gift was made.

The
  United States-Germany estate tax treaty also provides a credit against United
  States federal estate and gift tax liability for the amount of inheritance and
  gift tax paid in Germany, subject to limitations, in a case where the Celanese
  shares are subject to German inheritance or gift tax and United States federal
  estate or gift tax.

German Capital Tax
  (Vermögensteuer)

The
  Income Tax Treaty provides that a Qualified Holder will not be subject to German
  capital tax with respect to the Celanese shares. As a result of a judicial decision,
  the German capital tax presently is not imposed.

United States Information
  Reporting and Backup Withholding

Dividends
  on Celanese shares, and payments of the proceeds of a sale of Celanese shares,
  paid within the United States or through U.S.-related financial intermediaries
  are subject to information reporting and may be subject to backup withholding
  at a 31 percent rate unless the Qualified Holder (1) is a corporation or other
  exempt recipient or (2) provides a taxpayer identification number and certifies
  that no loss of exemption from backup withholding has occurred.

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The
  following tables present information regarding Celaneses use of derivative
  financial instruments, and should be read together with Item 5. Operating
  and Financial Review and Prospects and Notes 2 and 23 to the Consolidated
  Financial Statements.

Interest-Rate Risk
  Management

The
  following tables provide information about Celaneses use of derivative
  financial instruments and other financial instruments that are sensitive to
  changes in interest rates as of December 31, 2001. The information is presented
  in euro equivalents, which is Celaneses reporting currency, at December
  31, 2001 exchange rates.

For
  Celaneses fixed rate and variable rate debt, the table presents principal
  amounts and the related weighted average interest rates by expected maturity
  date. Weighted average variable rates are based on the respective implied forward
  rates at December 31, 2001. For interest rate swaps, the table presents notional
  amounts and weighted average interest rates by expected maturity date. Weighted
  average variable rates are based on the respective implied forward rates at
  December 31, 2001.

|                                                                                                                                                                                  |                                           |     |      |  |      |     |      | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --- | ---- |  | ---- | --- | ---- | 
|Interest-Rate
      Risk Management  Debt
      Principal (Notional) Amount by Expected Maturity
      Average Interest Rate
      December 31, 2001                            
|                                                                                                                                                                                  | 2002                                      |     | 2003 |  | 2004 |     | 2005 | 
|                                                                                                                                                                                  |                                           |     |      |  |      |     |      | 
|                                                                                                                                                                                  | (in
      € millions, except percentages)
|                                                                                                                                                                                  |                                          
|Debt,
      including current portion                                                                                                                                             |                                           |     |      |  |      |     |      | 
|Fixed
      rate (U.S. dollar)                                                                                                                                                    |                                           | 8   |      |  |      | 5   |      | 
|Average
      interest rate                                                                                                                                                       |                                           | 5.7 | %    |  |      | 9.0 | %    | 
|Variable
      rate (U.S. dollar)                                                                                                                                                 |                                           | 1   |      |  |      | 113 |      | 
|Average
      interest rate                                                                                                                                                       |                                           | 3.9 | %    |  |      | 5.9 | %    | 
|Fixed
      rate (euro)                                                                                                                                                           |                                           | 1   |      |  |      |    |      | 
|Average
      interest rate                                                                                                                                                       |                                           | 3.9 | %    |  |      |    |      | 
|Variable
      rate (euro)                                                                                                                                                        |                                           | 256 |      |  |      | 2   |      | 
|Average
      interest rate                                                                                                                                                       |                                           | 3.9 | %    |  |      | 4.5 | %    | 
|Other
      currencies                                                                                                                                                            |                                           | 1   |      |  |      |    |      | 
|Total                                                                                                                                                                             |                                           | 267 |      |  |      | 120 |      | 
|                                                                                                                                                                                 
|Interest-Rate
      Risk Management  Swaps
      Principal (Notional) Amount by Expected Maturity
      Average Interest (Swap) Rate/Option Strike Price
      December 31, 2001
|                                                                                                                                                                                  | 2002                                      |     | 2003 |  | 2004 |     | 2005 | 
|                                                                                                                                                                                  |                                           |     |      |  |      |     |      | 
|                                                                                                                                                                                  | (in
      € millions, except percentages)
|                                                                                                                                                                                  |                                          
|                                                                                                                                                                                  |                                           |     |      |  |      |     |      | 
|Interest-rate
      swaps:                                                                                                                                                        |                                           |     |      |  |      |     |      | 
|U.S.
      dollar                                                                                                                                                                 |                                           |     |      |  |      |     |      | 
|Payer
      swap (variable to fixed)                                                                                                                                              |                                           |    |      |  |      |    |      | 
|Average
      pay rate (fixed)                                                                                                                                                    |                                           |    |      |  |      |    |      | 
|Average
      receive rate (variable)                                                                                                                                             |                                           |    |      |  |      |    |      | 

87

---

Foreign-Exchange
  Risk Management

The
  table below provides information about Celaneses significant derivative
  financial instruments that are sensitive to changes in exchange rates as of
  December 31, 2001. For foreign currency forward contracts related to debt management
  and certain sale and purchase transactions denominated in foreign currencies,
  the table presents the notional amounts and the weighted average contractual
  forward exchange rates. The foreign currency forward contracts entered into
  by Celanese have a term of generally less than one year. Celanese had €1,013
  million notional amount of foreign currency forward contracts outstanding in
  various currencies at December 31, 2001. There were no foreign currency options
  outstanding as of December 31, 2001.

|                                         |                                                                                   |        |                                                             | 
|---------------------------------------- | --------------------------------------------------------------------------------- | ------ | ----------------------------------------------------------- | 
|Currency
      Pairs                     | Contract
      Amount
      Buy (Sell)                                            |        | Average
      Contractual
      Forward
      Exchange Rate | 
|                                         |                                                                                   |        |                                                             | 
|                                         | (in
      € millions, except for average contractual
      forward exchange rate)
|Foreign
      Currency Forward Contracts |                                                                                  
|Euro                                     |                                                                                  
|U.S.
      dollar                        |                                                                                   | (935.1 | )                                                           | 
|Japanese
      yen                       |                                                                                   | (7.0   | )                                                           | 
|British
      pound                      |                                                                                   | (8.8   | )                                                           | 
|Canadian
      dollar                    |                                                                                   | (47.7  | )                                                           | 
|South
      African Rand                 |                                                                                  
|U.S.
      dollar                        |                                                                                   | 0.1    |                                                             | 
|Mexican
      Peso                       |                                                                                  
|U.S.
      dollar                        |                                                                                   | (14.8  | )                                                           | 

Most
  of the foreign currency forward contracts are currency swaps entered into to
  hedge inter-company loans.

As
  a result of the introduction of the euro, outstanding currency derivatives between
  currencies of the euro zone countries that have adopted the euro as their common
  currency are risk neutral as of January 1, 1999.

Commodity Risk Management

Celanese
  is exposed to fluctuations in prices for raw materials and commodities. Celanese
  operates in markets where the prices of raw materials and products are commonly
  affected by cyclical movements of the economy. In order to secure the supply
  of raw materials, Celanese has often signed long-term contracts for major raw
  material and energy requirements, mainly natural gas, ethylene, propylene and
  electricity. In order to add stability and predictability to the cost of major
  raw materials, Celanese has a policy of allowing up to 80 percent of its natural
  gas and butane requirements to be purchased generally up to 18 months forward
  using forward purchase or cash-settled swap contracts. Throughout 2001, Celanese
  had entered into natural gas forward and cash-settled swap contracts for slightly
  less than 50 percent of its natural gas requirements. Celanese recognized a
  loss of €2 million from natural gas swap contracts in 2001. There is no material
  impact on the balance sheet at December 31, 2001. The forward purchase contracts
  have been for terms generally up to three to six months forward and have either
  been based on a fixed price or price limits.

The
  following measures are taken to avoid and manage risks in the purchase of raw
  materials:

- Celanese avoids supply
    problems by entering into long-term contracts with at least two suppliers,
    when available in regional markets, for each significant raw material. The
    quantities contracted are divided by the suppliers to ensure supply security
    and the best cost option. Celanese enters into long-term contracts only after
    a strict evaluation of the suppliers financial condition and technical
    capabilities as well as its environmental safety record, so that supply problems
    and quality risks are reduced to a minimum.
- Price risks are managed
    through several measures. Purchasing raw materials both through long-term
    contracts and on spot markets allows Celanese to maintain security of supply
    while allowing for maximum price flexibility. In long-term contracts, price
    conditions generally are based on either changes in production cost or market
    conditions.

88

---

Stock Based Compensation
  Risk Management

As
  of December 31, 1999, Celanese had 1.2 million call options outstanding to offset
  the costs associated with the 1999 long-term incentive plan and the 1999 equity
  participation plan. These options had a maturity of six months, a strike price
  of €16.37 per share and an average premium of €3.16 per share. See Item
  6. Compensation of Directors and Officers  Incentive Plans. The
  total premium as of December 31, 1999 was €3.8 million. During 2000, Celanese
  purchased an additional 3.9 million call options to offset the costs associated
  with these plans. These options had a maturity of six months, a strike price
  of €16.37 per share and an average premium of €6.46 per share. The total premium
  as of December 31, 2000 was €25.2 million. The program enabled Celanese to receive
  shares upon exercise of any purchased call options. As part of the share buy-back
  program approved at the annual general meeting held in May 2000, Celanese used
  the call options to purchase 5.1 million shares of treasury stock. At the May
  2001 annual general meeting, Celaneses shareholders authorized an additional
  share buy-back, as well as the cancellation of the treasury stock upon the approval
  of the supervisory board. The authorization to cancel treasury stock covers
  existing treasury stock as well as any shares repurchased pursuant to the share
  buy-back authorization approved at the 2001 annual general meeting. German law
  prohibits a company to hold more than ten percent of its share capital as treasury
  stock. Moreover, German law requires share buy-backs to be paid for out of distributable
  reserves or net income (on a parent company basis). Celaneses 2001 reserves
  were depleted by impairment charges described in Item 5. Operating and Financial
  Review and ProspectsSummary of Consolidated Results  2001 Compared
  with 2000  Special Charges. As of the date of this annual report,
  Celanese has neither cancelled any of the treasury stock it holds nor has repurchased
  additional shares. Share repurchases in 2002 will depend on whether Celanese
  anticipates that sufficient distributable reserves will be generated in 2002.
  Celanese does not currently plan to repurchase shares in 2002, but will continue
  to evaluate its options consistent with its overall financial priorities. See
  Item 5. Operating and Financial Review and Prospects  Market Risk.)

During
  2001, Celanese purchased 1 million call options to offset the costs associated
  with the 2000 long-term incentive plan. These options had a maturity of two
  years, a strike price of €19.56 per share and an average premium of €4.39 per
  share. The options allow settlement in cash only. The options had a market value
  as of December 31, 2001 of €4 million and €1 million was recorded as an increase
  to accumulated other comprehensive income (loss).

Item 12.    Description
  of Securities Other Than Equity Securities

Not
  applicable.

PART
  II

Item 13.    Defaults,
  Dividend Arrearages and Delinquencies

None.

Item 14.    Material
  Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.    Reserved

Item 16.    Reserved

PART
  III

Item 17.    Financial
  Statements

Not
  applicable.

Item 18.    Financial
  Statements

Reference
  is made to Item 19 for a list of all financial statements filed as part of this
  Annual Report.

89

---

Item 19.    Exhibits

|(a) | The following
      consolidated financial statements, together with the report of KPMG Deutsche
      Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
      are filed as part of this Annual Report:                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Index to Consolidated Financial Statements 
      Report of the Board of Management 
      Report of Independent Accountants 
      Consolidated Financial Statements:
      Consolidated Statements of Operations for the Years Ended December 31, 2001,
      2000 and 1999 
      Consolidated Balance Sheets as of December 31, 2001 and 2000 
      Consolidated Cash Flow Statements for the Years Ended December 31, 2001,
      2000 and 1999 
      Notes to the Consolidated Financial Statements 
      Key Figures in euro

All
  Schedules are omitted because they are not applicable or because the required
  information is contained in the Consolidated Financial Statements or Notes thereto.

|(b) | Documents
      filed as exhibits to this Annual Report:
|--- | --------------------------------------------------------
|    | 1.1                                                     
|    |                                                         
|    | 2.1                                                     
|    |                                                         
|    | 4.1                                                     
|    |                                                         
|    | 4.2                                                     
|    |                                                         
|    | 4.3                                                     
|    |                                                         
|    | 4.4                                                     
|    |                                                         
|    | 7.1                                                     
|    |                                                         
|    | 8.1                                                     
|    |                                                         
|    | 23.1                                                    

90

---



SIGNATURES

Pursuant
  to the requirements of Section 12 of the Securities Exchange Act of 1934, the
  Registrant certifies that it meets all of the requirements for filing on Form
  20-F and has duly caused this Annual Report to be signed on its behalf by the
  undersigned, thereunto duly authorized.

|                          | Celanese
      AG
      (Registrant)                                                                
|------------------------- | ----------------------------------------------------------------------------------------------------
|Date:
      March 7, 2002 |                                                                                                     
|                          | By: /s/
      Claudio Sonder                                                                        
|                          |                                                                                                     
|                          | Name: Claudio Sonder
        Title: Chairman of the Management Board                                
|                          |                                                                                                     
|                          |                                                                                                     
|                          | By: /s/
      Perry W. Premdas                                                                      
|                          |                                                                                                     
|                          | Name:
      Perry W. PremdasTitle: Member of the Management Board 
      and Chief Financial Officer

91

---

REPORT
  OF THE BOARD OF MANAGEMENT

The
  Board of Management of Celanese AG is responsible for the preparation, the completeness,
  and the integrity of the consolidated financial statements as well as for the
  information contained in the management report of Celanese AG and subsidiaries
  (Celanese).

Celanese
  has prepared the consolidated financial statements in accordance with United
  States generally accepted accounting principles and has applied the exemption
  of article 292a HGB.

The
  companies included in the consolidated financial statements are required to
  maintain orderly accounting records and to establish effective control systems.
  These control systems, which our corporate auditing function reviews for reliability
  and effectiveness, are intended to enable the Board of Management to recognize
  the potential impact of negative factors on Celaneses assets and developments
  in a timely fashion. This ensures that the underlying accounting records correctly
  reflect all business developments, thereby creating a reliable basis for the
  consolidated financial statements.

The
  Board of Management runs the company in the interests of its stockholders and
  in awareness of its responsibility towards employees and society. Our declared
  aim is to employ the resources entrusted to us so as to increase the value of
  Celanese.

Pursuant
  to a resolution passed at the last General Meeting, the Supervisory Board has
  engaged KPMG Deutsche TreuhandGesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
  as independent auditors to audit the consolidated financial statements. A separate
  long-form audit report in accordance with German requirements is being prepared
  by the independent auditors. The Financial and Audit Committee of the Supervisory
  Board will examine the consolidated financial statements including the management
  report as well as the audit report during its meeting on the annual financial
  statements, which will be attended by the members of the Board of Management
  and the independent auditors. Thereafter the Supervisory Board will review the
  information relating to the consolidated financial statements. The results of
  this review can be inferred from the report of the Supervisory Board.

Frankfurt am Main, February
  8, 2002

F-1

---

INDEX
  TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                                                  |  | Page
|--------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                  |  |     
|Consolidated
      Financial Statements                                                                                           |  |     
|Independent
      Auditors Report                                                                                                |  | F-3 
|Consolidated
      Statements of Operations for the years ended December 31, 2001, 2000 and
      1999                            |  | F-4 
|Consolidated
      Balance Sheets as of December 31, 2001 and 2000                                                                |  | F-5 
|Consolidated
      Statements of Shareholders Equity for the years ended December 31,
      2001, 2000
                 and 1999 |  | F-6 
|Consolidated
      Statements of Cash Flow for the years ended December 31, 2001, 2000 and
      1999                             |  | F-7 
|Notes
      to Consolidated Financial Statements                                                                                  |  | F-8 
|Consolidated
      Financial Statement Schedule                                                                                   |  |     
|Schedule
      II  Valuation and Qualifying Accounts                                                                             |  | F-48

F-2

---

INDEPENDENT
  AUDITORS REPORT

To the Supervisory Board
  and Shareholders 
  Celanese AG:

We
  have audited the consolidated financial statements of Celanese AG and subsidiaries
  (Celanese) as listed in the accompanying index. In connection with
  our audits of the consolidated financial statements, we also have audited the
  consolidated financial statement schedule as listed in the accompanying index.
  These consolidated financial statements and schedule are the responsibility
  of Celaneses management. Our responsibility is to express an opinion on
  these consolidated financial statements and the consolidated financial statement
  schedule based on our audits.

We
  conducted our audits in accordance with auditing standards generally accepted
  in the United States of America. Those standards require that we plan and perform
  the audit to obtain reasonable assurance about whether the financial statements
  are free of material misstatement. An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  An audit also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation. We believe that our audits provide a reasonable basis for our
  opinion.

In
  our opinion, the consolidated financial statements referred to above present
  fairly, in all material respects, the financial position of Celanese as of December
  31, 2001 and 2000, and the results of their operations and their cash flows
  for each of the years in the three-year period ended December 31, 2001 in conformity
  with accounting principles generally accepted in the United States of America.
  Also in our opinion, the related consolidated financial statement schedule,
  when considered in relation to the basic consolidated financial statements taken
  as a whole, presents fairly, in all material respects, the information set forth
  therein.

Frankfurt am Main, Germany
  
  February 8, 2002, except for paragraph 1 of
  note 28, which is as of 
  February 21, 2002 and paragraph 2 of
  note 28, which is as of
  March 5, 2002

KPMG Deutsche TreuhandGesellschaftAktiengesellschaft Wirtschaftsprüfungsgesellschaft

F-3

---

CELANESE
  AG AND SUBSIDIARIES

CONSOLIDATED
  STATEMENTS OF OPERATIONS
  for the years ended December 31,

|                                                                                                                                                 |                                                                |            |                                                 |     
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------- | ---------- | ----------------------------------------------- | ----
|                                                                                                                                                 | 2001                                                           |            | 2001                                            |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|                                                                                                                                                 | (in
      $ millions(1)
      except for per
      share data) |            | (in
      € millions except for per share data) |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Net
      sales                                                                                                                                  |                                                                | 4,537      |                                                 |     
|Cost
      of sales                                                                                                                              |                                                                | (3,933     | )                                               |     
|Selling,
      general and administrative expenses                                                                                               |                                                                | (519       | )                                               |     
|Research
      and development expenses                                                                                                          |                                                                | (85        | )                                               |     
|Special
      charges                                                                                                                            |                                                                | (472       | )                                               |     
|Foreign
      exchange gain (loss)                                                                                                               |                                                                | 2          |                                                 |     
|Gain
      on disposition of assets                                                                                                              |                                                                |           |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Operating
      profit (loss)                                                                                                                    |                                                                | (470       | )                                               |     
|Equity
      in net earnings of affiliates                                                                                                       |                                                                | 12         |                                                 |     
|Interest
      expense                                                                                                                           |                                                                | (73        | )                                               |     
|Interest
      and other income, net                                                                                                             |                                                                | 57         |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Earnings
      (loss) before income tax, minority
              interests, discontinued
      operations and
              extraordinary expense |                                                                | (474       | )                                               |     
|Income
      tax benefit (provision)                                                                                                             |                                                                | 123        |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Earnings
      (loss) before minority
              interests, discontinued
      operations and
              extraordinary expense            
|                                                                                                                                                 | (351                                                           | )          |                                                 | (394
|Minority
      interests                                                                                                                         |                                                                |           |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Earnings
      (loss) from continuing operations                                                                                                 |                                                                | (351       | )                                               |     
|Discontinued operations, net of income tax of
         €5 million, €19 million and €77 million in 2001,
         2000, and 1999, respectively:  
|Earnings
      from operations of discontinued
              operations                                                                          |                                                                |           |                                                 |     
|Gain
      on disposal of discontinued operations                                                                                                |                                                                | 8          |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Earnings
      from discontinued operations                                                                                                      |                                                                | 8          |                                                 |     
|Extraordinary
      expense, net of income tax                                                                                                   |                                                                |           |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Net
      earnings (loss)                                                                                                                        |                                                                | (343       | )                                               |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Earnings
      (loss) per common share  basic and
         diluted:                                                                            
|Continuing
      operations                                                                                                                      |                                                                | (6.97      | )                                               |     
|Discontinued
      operations                                                                                                                    |                                                                | 0.16       |                                                 |     
|Extraordinary
      item                                                                                                                         |                                                                |           |                                                 |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Net
      earnings (loss)                                                                                                                        |                                                                | (6.81      | )                                               |     
|                                                                                                                                                 |                                                                |            |                                                 |     
|Weighted
      average shares  basic and diluted                                                                                                |                                                                | 50,331,847 |                                                 |     

|   
|---
|(1)

See the accompanying notes
  to consolidated financial statements.

F-4

---

CELANESE
  AG AND SUBSIDIARIES

CONSOLIDATED
  BALANCE SHEETS
  as of December 31,

|                                                                                                                                                                                                                                        |                          |       |                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----- | ---------------------
|                                                                                                                                                                                                                                        | 2001                     |       | 2001                 
|                                                                                                                                                                                                                                        |                          |       |                      
|                                                                                                                                                                                                                                        | (in
      $ millions)(1) |       | (in
      € millions)
|ASSETS                                                                                                                                                                                                                                  |                          |       |                      
|Current
      assets:                                                                                                                                                                                                                   |                         
|Cash
      and cash equivalents                                                                                                                                                                                                         |                          | 43    |                      
|Receivables,
      net                                                                                                                                                                                                                  |                          | 1,082 |                      
|Inventories                                                                                                                                                                                                                             |                          | 569   |                      
|Deferred
      income taxes                                                                                                                                                                                                             |                          | 91    |                      
|Other
      assets                                                                                                                                                                                                                      |                          | 37    |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|Total
      current assets                                                                                                                                                                                                              |                          | 1,822 |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|Investments                                                                                                                                                                                                                             |                          | 504   |                      
|Property,
      plant and equipment, net                                                                                                                                                                                                |                          | 1,812 |                      
|Deferred
      income taxes                                                                                                                                                                                                             |                          | 490   |                      
|Other
      assets                                                                                                                                                                                                                      |                          | 618   |                      
|Intangible
      assets, net                                                                                                                                                                                                            |                          | 1,042 |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|Total
      assets                                                                                                                                                                                                                      |                          | 6,288 |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|LIABILITIES
      AND SHAREHOLDERS EQUITY                                                                                                                                                                                              |                         
|Current
      liabilities:                                                                                                                                                                                                              |                         
|Short-term
      borrowings and current installments of long-term debt                                                                                                                                                                  |                          | 238   |                      
|Accounts
      payable and accrued liabilities                                                                                                                                                                                          |                          | 1,336 |                      
|Deferred
      income taxes                                                                                                                                                                                                             |                          | 9     |                      
|Income
      taxes payable                                                                                                                                                                                                              |                          | 408   |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|Total
      current liabilities                                                                                                                                                                                                         |                          | 1,991 |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|Long-term
      debt                                                                                                                                                                                                                    |                          | 546   |                      
|Deferred
      income taxes                                                                                                                                                                                                             |                          | 53    |                      
|Other
      liabilities                                                                                                                                                                                                                 |                          | 1,720 |                      
|Minority
      interests                                                                                                                                                                                                                |                          | 11    |                      
|Shareholders equity:                                                                                                                                                                                                                   |                         
|Common
      stock, no par value, €143 million aggregate registered
              value; 55,915,369 shares authorized
      and issued; 50,334,891 and
              50,326,355 shares outstanding in 2001
      and 2000, respectively |                         
|127                                                                                                                                                                                                                                     |                          |       | 143                  
|Additional
      paid-in capital                                                                                                                                                                                                        |                          | 2,232 |                      
|Retained
      earnings (deficit)                                                                                                                                                                                                       |                          | (279  | )                    
|Accumulated
      other comprehensive income (loss)                                                                                                                                                                                     |                          | (4    | )                    
|                                                                                                                                                                                                                                        |                          |       |                      
|                                                                                                                                                                                                                                        |                          | 2,076 |                      
|Less:
      Treasury stock at cost (5,580,478 and 5,589,014 shares in
         2001 and 2000, respectively)                                                                                                                             |                         
|109                                                                                                                                                                                                                                     |                          |       | 123                  
|                                                                                                                                                                                                                                        |                          |       |                      
|Total
      shareholders equity                                                                                                                                                                                                        |                          | 1,967 |                      
|                                                                                                                                                                                                                                        |                          |       |                      
|Total
      liabilities and shareholders equity                                                                                                                                                                                        |                          | 6,288 |                      
|                                                                                                                                                                                                                                        |                          |       |                      

|   
|---
|(1)

See the accompanying notes
  to consolidated financial statements.

F-5

---

CELANESE AG AND SUBSIDIARIES

CONSOLIDATED
  STATEMENTS OF SHAREHOLDERS EQUITY
  for the years ended December 31, 2001, 2000 and 1999

|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|----------------------------------------------------------------------------- | --------------------- | --- | -------------------------------------- |  | --------------------------------------- | ----- | ---------------------------------------------------------------
|                                                                              | Common
      Stock    |     | Additional
      Paid-In
      Capital |  | Retained
      Earnings
      (Deficit) |       | Accumulated
      Other
      Comprehensive
      Income (Loss)
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|                                                                              | (in
      € millions)
|                                                                              |                      
|Balance
      at December 31, 1998(1)                                         |                       |    |                                        |  |                                         |      |                                                                
|Comprehensive
      income (loss), net 
         of tax:                     
|Net
      earnings (loss)                                                     |                       |    |                                        |  |                                         |      |                                                                
|Other
      comprehensive income (loss):                                     
|Unrealized
      loss on securities(2)                                        |                       |    |                                        |  |                                         |      |                                                                
|Foreign
      currency translation                                            |                       |    |                                        |  |                                         |      |                                                                
|Minimum
      pension liability(3)                                            |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Other
      comprehensive income                                              |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Comprehensive
      income                                                    |                       |    |                                        |  |                                         |      |                                                                
|Net
      activity with Hoechst                                               |                       |    |                                        |  |                                         |      |                                                                
|Issuance
      of common stock on the
         effective date of the demerger
|                                                                              | 143                   |     |                                        |  | 2,508                                   |       |                                                                
|Call
      options                                                            |                       |    |                                        |  |                                         | (4    | )                                                              
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Balance
      at December 31, 1999                                            |                       | 143 |                                        |  |                                         | 2,504 |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Comprehensive
      income (loss), net 
         of tax:                     
|Net
      earnings                                                            |                       |    |                                        |  |                                         |      |                                                                
|Other
      comprehensive income (loss):                                     
|Unrealized
      gain on securities(2)                                        |                       |    |                                        |  |                                         |      |                                                                
|Foreign
      currency translation                                            |                       |    |                                        |  |                                         |      |                                                                
|Minimum
      pension liability(3)                                            |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Other
      comprehensive income                                              |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Comprehensive
      income                                                    |                       |    |                                        |  |                                         |      |                                                                
|Dividends
      (€0.11 per share)                                             |                       |    |                                        |  |                                         |      |                                                                
|Purchase
      of treasury stock                                              |                       |    |                                        |  |                                         |      |                                                                
|Call
      options                                                            |                       |    |                                        |  |                                         | 4     |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Balance
      at December 31, 2000                                            |                       | 143 |                                        |  |                                         | 2,508 |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Comprehensive
      income (loss), net 
          of tax:                    
|Net
      loss                                                                |                       |    |                                        |  |                                         |      |                                                                
|Other
      comprehensive income (loss):                                     
|Unrealized
      loss on securities(2)                                        |                       |    |                                        |  |                                         |      |                                                                
|Foreign
      currency translation                                            |                       |    |                                        |  |                                         |      |                                                                
|Minimum
      pension liability(3)                                            |                       |    |                                        |  |                                         |      |                                                                
|Unrealized
      loss on derivative
                 contracts(4)             |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Other
      comprehensive loss                                                |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Comprehensive
      loss                                                      |                       |    |                                        |  |                                         |      |                                                                
|Dividends
      (€0.40 per share)                                             |                       |    |                                        |  |                                         |      |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                
|Balance
      at December 31, 2001                                            |                       | 143 |                                        |  |                                         | 2,508 |                                                                
|                                                                              |                       |     |                                        |  |                                         |       |                                                                

|   
|---
|(1)
|(2)
|(3)
|(4)

See the accompanying notes
  to consolidated financial statements.

F-6

---

CELANESE
  AG AND SUBSIDIARIES

CONSOLIDATED
  STATEMENTS OF CASH FLOW
  for the years ended December 31,

|                                                                                                             | 2001                     |      |                       | 2001 |  |      | 2000 |  |      | 1999 | 
|------------------------------------------------------------------------------------------------------------ | ------------------------ | ---- | --------------------- | ---- |  | ---- | ---- |  | ---- | ---- | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|                                                                                                             | (in
      $ millions)(1) |      | (in
      € millions)
|                                                                                                             |                          |      |                      
|Operating
      activities from continuing operations:                                                       |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      earnings (loss)                                                                                    |                          | (343 | )                     |      |  | (385 | )    |  | 58   |      | 
|Earnings
      from operations of discontinued operations                                                    |                          |     |                       |      |  |     |      |  | (3   | )    | 
|Adjustments
      to reconcile net earnings (loss) to net cash
            provided by operating activities:
|Special
      charges, net of amounts used                                                                   |                          | 382  |                       |      |  | 429  |      |  | (340 | )    | 
|Depreciation
      and amortization                                                                          |                          | 372  |                       |      |  | 418  |      |  | 388  |      | 
|Change
      in equity of affiliates                                                                         |                          | 7    |                       |      |  | 8    |      |  | (6   | )    | 
|Deferred
      income taxes                                                                                  |                          | (252 | )                     |      |  | (283 | )    |  | 137  |      | 
|Gain
      on disposition of assets, net                                                                     |                          | (6   | )                     |      |  | (7   | )    |  | (7   | )    | 
|Gain
      on disposal of discontinued operations, net                                                       |                          | (8   | )                     |      |  | (9   | )    |  |     |      | 
|Changes
      in operating assets and liabilities:                                                          
|Receivables,
      net                                                                                       |                          | 401  |                       |      |  | 450  |      |  | (99  | )    | 
|Inventories                                                                                                  |                          | 91   |                       |      |  | 102  |      |  | (45  | )    | 
|Accounts
      payable, accrued liabilities and other liabilities                                            |                          | (317 | )                     |      |  | (355 | )    |  | 10   |      | 
|Income
      taxes payable                                                                                   |                          | 140  |                       |      |  | 157  |      |  | (26  | )    | 
|Other,
      net                                                                                             |                          | (4   | )                     |      |  | (5   | )    |  | (9   | )    | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      cash provided by operating activities                                                              |                          | 463  |                       |      |  | 520  |      |  | 58   |      | 
|Investing
      activities from continuing operations:                                                      
|Capital
      expenditures on property, plant and equipment                                                  |                          | (206 | )                     |      |  | (231 | )    |  | (235 | )    | 
|Acquisitions
      of businesses and purchase of investment                                                  |                          | (2   | )                     |      |  | (2   | )    |  | (402 | )    | 
|Proceeds
      from disposition of businesses and assets                                                     |                          | 18   |                       |      |  | 20   |      |  | 51   |      | 
|Proceeds
      from disposal of discontinued operations                                                      |                          | 34   |                       |      |  | 38   |      |  | 90   |      | 
|Proceeds
      from sale of marketable securities                                                            |                          | 310  |                       |      |  | 348  |      |  | 427  |      | 
|Purchases
      of marketable securities                                                                     |                          | (265 | )                     |      |  | (298 | )    |  | (434 | )    | 
|Other,
      net                                                                                             |                          | 4    |                       |      |  | 4    |      |  | (2   | )    | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      cash provided by (used in) investing activities                                                    |                          | (107 | )                     |      |  | (121 | )    |  | (505 | )    | 
|Financing
      activities from continuing operations:                                                      
|Short-term
      borrowings, net                                                                             |                          | (146 | )                     |      |  | (164 | )    |  | (61  | )    | 
|Proceeds
      from long-term debt                                                                           |                          |     |                       |      |  |     |      |  | 271  |      | 
|Payments
      of long-term debt                                                                             |                          | (171 | )                     |      |  | (192 | )    |  |     |      | 
|Purchase
      of treasury stock                                                                             |                          |     |                       |      |  |     |      |  | (119 | )    | 
|Dividend
      payments                                                                                      |                          | (18  | )                     |      |  | (20  | )    |  | (6   | )    | 
|Other
      net activities with Hoechst                                                                      |                          |     |                       |      |  |     |      |  |     |      | 
|Other,
      net                                                                                             |                          |     |                       |      |  |     |      |  | (8   | )    | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      cash provided by (used in) financing activities                                                    |                          | (335 | )                     |      |  | (376 | )    |  | 77   |      | 
|Exchange
      rate effects on cash                                                                          |                          | 1    |                       |      |  | 1    |      |  | 16   |      | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      increase (decrease) in cash and cash equivalents                                                   |                          | 22   |                       |      |  | 24   |      |  | (354 | )    | 
|Cash
      and cash equivalents at beginning of year                                                         |                          | 21   |                       |      |  | 24   |      |  | 378  |      | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Cash
      and cash equivalents at end of year                                                               |                          | 43   |                       |      |  | 48   |      |  | 24   |      | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      cash provided by (used in) discontinued operations:                                               
|Operating
      activities                                                                                   |                          |     |                       |      |  |     |      |  | 2    |      | 
|Investing
      activities                                                                                   |                          |     |                       |      |  |     |      |  | (26  | )    | 
|Financing
      activities                                                                                   |                          |     |                       |      |  |     |      |  | 24   |      | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 
|Net
      cash used in discontinued operations                                                               |                          |     |                       |      |  |     |      |  |     |      | 
|                                                                                                             |                          |      |                       |      |  |      |      |  |      |      | 

|   
|---
|(1)

See the accompanying notes
  to consolidated financial statements.

F-7

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS

On
  October 22, 1999 (the Effective Date), Celanese AG (Celanese
  or the Company), formerly a subsidiary of Hoechst AG (Hoechst),
  was demerged from Hoechst and became an independent publicly traded company.
  Subsequent to the demerger, Hoechst merged with Rhône-Poulenc S.A. to
  form Aventis S.A. (Aventis). In the demerger, Hoechst distributed
  all of the outstanding shares of Celaneses common stock to existing Hoechst
  shareholders at a rate of one share of Celaneses common stock for every
  ten shares of Hoechst common stock outstanding. Prior to the Effective Date,
  Celanese conducted the worldwide operations of Hoechsts basic chemicals,
  acetate, technical polymers and certain other industrial businesses (collectively,
  the Businesses). In connection with the demerger and pursuant to
  the Demerger Agreement between Celanese and Hoechst, Celanese assumed all of
  the assets and liabilities of the Businesses as well as certain contractual
  rights and obligations related to current and former businesses of Hoechst.

The
  consolidated financial statements have been prepared in accordance with accounting
  principles generally accepted in the United States (U.S. GAAP) for
  all periods presented. The historical consolidated results of operations, financial
  position, changes in equity and cash flows of the Businesses for periods prior
  to the Effective Date presented in the accompanying consolidated financial statements
  were prepared on a basis as if Celanese had been a separate legal entity during
  these periods. All transactions between and among Celaneses Businesses
  have been eliminated.

2.   Summary
  of Accounting Policies

   Revenue
  recognition

Revenue
  is recognized when title and risk of loss have been transferred to the customer
  and collection of the resulting receivable is reasonably assured, generally
  at the time of shipment of products.

  Cash
  and cash equivalents

All
  highly liquid investments with original maturities of three months or less are
  considered cash equivalents.

   Investments
  in marketable securities

Celanese
  has classified its investments in debt and equity securities as available-for-sale
  and has reported those investments at their fair or market values in the balance
  sheet as other assets. Unrealized gains or losses, net of the related tax effect
  on available-for-sale securities, are excluded from earnings and are reported
  as a component of accumulated other comprehensive income (loss) until realized.

   Financial
  instruments

As
  a matter of principle, Celanese does not use derivative financial instruments
  for trading purposes. Celanese is party to interest rate swaps as well as foreign
  currency forward contracts in the management of its interest rate and exchange
  rate exposures. Celanese generally utilizes interest rate derivative contracts
  in order to fix or limit the interest paid on existing variable rate debt. Celanese
  utilizes currency derivative financial instruments to eliminate or reduce the
  exposure of its foreign currency denominated receivables and payables. Additionally,
  Celanese utilizes derivative instruments to reduce the exposure of its commodity
  prices and stock compensation expense.

Differences
  between amounts paid or received on interest rate swap agreements are recognized
  as adjustments to interest expense over the life of each swap, thereby adjusting
  the effective interest rate on the hedged obligation. Realized gains and losses
  and unrealized losses on instruments not meeting the criteria for cash flow
  hedge accounting treatment, or that cease to meet hedge accounting criteria,
  are included as income or expense currently.

If
  a swap is terminated prior to its maturity, the gain or loss is recognized over
  the remaining original life of the swap if the item hedged remains outstanding,
  or immediately, if the item hedged does not remain outstanding.

F-8

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

2.   Summary
  of Accounting Policies  (continued)

If the swap is not terminated
  prior to maturity, but the underlying hedged item is no longer outstanding,
  the interest rate swap is marked to market and any unrealized gain or loss is
  recognized immediately.

Foreign
  exchange contracts relating to foreign currency denominated accounts receivable
  or accounts payable are accounted for as fair value hedges. The gain or loss
  arising from these contracts is recognized in income or expense when the underlying
  hedged transaction affects earnings.

Financial
  instruments which potentially subject Celanese to concentrations of credit risk
  are primarily receivables concentrated in various geographic locations and cash
  equivalents. Celanese performs ongoing credit evaluations of its customers
  financial condition. Generally, collateral is not required from customers. Allowances
  are provided for specific risks inherent in receivables.

Celaneses
  policy allows the purchase of up to 80 percent of its natural gas and butane
  requirements generally up to 18 months forward using forward purchase or cash-settled
  swap contracts to manage its exposure to fluctuating feed stock and energy costs.
  Throughout 2001, Celanese had entered into natural gas forward and cash-settled
  swap contracts for slightly less than 50 percent of its natural gas requirements,
  generally for 3 to 6 months forward. The fixed price natural gas forward contracts
  are principally settled through actual delivery of the physical commodity. The
  maturities of the cash-settled swap contracts correlate to the actual purchases
  of the commodity and have the effect of securing predetermined prices for the
  underlying commodity. Although these contracts are structured to limit Celaneses
  exposure to increases in commodity prices, they can also limit the potential
  benefit Celanese might have otherwise received from decreases in commodity prices.
  These cash-settled swap contracts are accounted for as cash flow hedges. Realized
  gains and losses are included in the cost of the commodity upon settlement of
  the contract. The effective portion of unrealized gains and losses associated
  with the forward contracts are deferred as a component of accumulated other
  comprehensive income (loss) until the underlying hedged transactions are reported
  in Celaneses consolidated statement of operations.

Celanese
  selectively utilizes call options to offset some of the exposure to stock based
  compensation plans. The options are designated as cash flow hedging instruments.
  Celanese excludes the time value from the assessment of hedge effectiveness.
  The change in the call options time value is reported each period in interest
  expense on the consolidated statements of operations. The intrinsic value of
  the option contracts is deferred as a component of accumulated other comprehensive
  income (loss) until the compensation expense associated with the underlying
  hedged transactions is reported in Celaneses consolidated statement of
  operations.

 Inventories

Inventories
  are stated at the lower of cost or market. Cost is determined using the first-in,
  first-out or FIFO method and at certain locations, primarily in the U.S., the
  last-in, first-out or LIFO method. Cost includes raw materials, direct labor
  and manufacturing overhead.

The
  cost of stores and supplies are valued at cost or market, whichever is lower.
  Cost is generally determined by the average cost method.

   Investments
  and equity in net earnings of affiliates

APB
  Opinion No. 18, The Equity Method of Accounting for Investments in Common
  Stock, stipulates that the equity method should be used to account for investments
  in corporate joint ventures and certain other companies when an investor has
  the ability to exercise significant influence over operating and financial
  policies of an investee even though the investor holds 50 percent or less of
  the voting stock. APB Opinion No. 18 considers an investor to have the
  ability to exercise significant influence when it owns 20 percent or more of
  the voting stock of an investee. Financial Accounting Standards Board (FASB)
  Interpretation No. 35, Criteria for Applying the Equity Method of Accounting
  for Investments in Common Stock, issued to clarify the criteria for applying
  the equity method of accounting to 50 percent or less owned companies, lists
  circumstances under which, despite 20 percent ownership, an investor may not
  be able to exercise significant influence. The excess of cost over underlying
  equity in net assets acquired is amortized over the anticipated life of the
  investment, not to exceed 20 years.

F-9

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

2.   Summary
  of Accounting Policies  (continued)

Celanese
  assesses the recoverability of the carrying value of its investments whenever
  events or changes in circumstances indicate a loss in value that is other than
  a temporary decline. See Impairment of long-lived assets for explanation
  of methodology.

   Long-lived
  assets

Long-lived
  assets include:

Property,
  plant and equipment Property, plant and equipment are capitalized
  at cost. Depreciation is calculated on a straight-line basis, generally over
  the following estimated useful lives of the assets:

|Land Improvements                          | 20 years
|------------------------------------------ | --------
|Buildings                                  | 30 years
|Buildings
      and Leasehold Improvements | 10 years
|Machinery
      and Equipment              | 10 years

Leasehold
  improvements are amortized over 10 years or the remaining life of the respective
  lease, whichever is shorter.

Repair
  costs that do not extend the useful life of the asset are charged against earnings
  as incurred. Major replacements, renewals and significant improvements are capitalized.

Interest
  costs incurred during the construction period of assets are estimated using
  a weighted average percentage applied to the average value of constructed assets.
  The interest capitalized is amortized over the life of the asset.

Intangible
  assets The excess of purchase price over fair value of net identifiable
  assets and liabilities acquired (Goodwill) is amortized on a straight
  line basis over the expected periods to be benefited, not to exceed 20 years.
  Patents and trademarks are amortized on a straight-line basis over their estimated
  economic or legal lives, whichever is shorter. (See Note 12)

In
  1999, Celanese undertook a review of its accounting policies, which included
  goodwill lives. This process resulted in a review of the goodwill associated
  with the 1987 merger of Celanese and American Hoechst, which was originally
  assigned a 40 year life, of which 27 years remained. Based upon its review of
  the business operations associated with this goodwill, Celanese management concluded
  that the remaining life was 20 years. Therefore, as of the Effective Date, Celanese
  began amortizing the remaining goodwill over 20 years. This change in the amortization
  period resulted in an increase of approximately €9 million of amortization expense
  on an annual basis.

Impairment
  of long-lived assets Celanese assesses the recoverability of
  the carrying value of its long-lived assets, including goodwill, whenever events
  or changes in circumstances indicate that the carrying amount of the asset may
  not be fully recoverable. Recoverability of assets to be held and used is measured
  by a comparison of the carrying amount of an asset to the future net undiscounted
  cash flows expected to be generated by the asset. If assets are considered to
  be impaired, the impairment to be recognized is measured by the amount by which
  the carrying value of the assets exceeds the fair value of the assets. The estimate
  of fair value may be determined as the amount at which the asset could be bought
  or sold in a current transaction between willing parties. If this information
  is not available, fair value is determined based on the best information available
  in the circumstances. This frequently involves the use of a valuation technique
  including the present value of expected future cash flows, discounted at a rate
  commensurate with the risk involved, or other acceptable valuation techniques.
  Impairment of long-lived assets to be disposed of is determined in a similar
  manner, except that fair value is reduced for disposal costs.

F-10

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

2.    Summary
  of Accounting Policies  (continued)

   Income
  taxes

The
  provision for income taxes has been determined using the asset and liability
  approach of accounting for income taxes. Under this approach, deferred income
  taxes reflect the net tax effects of temporary differences between the carrying
  amounts of assets and liabilities for financial reporting purposes and the amounts
  used for income tax purposes and net operating loss and tax credit carryforwards.
  The amount of deferred taxes on these temporary differences is determined using
  the tax rates that are expected to apply to the period when the asset is realized
  or the liability is settled, as applicable, based on tax rates, and tax laws,
  in the respective tax jurisdiction then in effect.

   Environmental
  liabilities

Celanese
  manufactures and sells a highly diversified line of chemical products throughout
  the world. Accordingly, Celaneses operations are subject to various hazards
  incidental to the production of industrial chemicals including the use, handling,
  processing, storage and transportation of hazardous materials. Celanese recognizes
  losses and accrues liabilities relating to environmental matters if available
  information indicates that the event of loss is probable and reasonably estimable.
  If the event of loss is neither probable nor reasonably estimable, but is reasonably
  possible, Celanese provides appropriate disclosure in the notes to its consolidated
  financial statements if the contingency is material. Celanese estimates environmental
  liabilities on a case-by-case basis using available information. Environmental
  liabilities in which the remediation period is fixed and associated costs are
  readily determinable are recorded at their net present value. (See Note 25)

   Minority
  interests

Minority
  interests in the equity and results of operations of the entities controlled
  by Celanese are shown as a separate item in the consolidated financial statements.
  The entities included in the consolidated financial statements that have minority
  interests at December 31, 2001 are as follows:

|                                         | Ownership
      Percentage
|---------------------------------------- | --------------------------
|                                         |                           
|InfraServ
      GmbH & Co. Oberhausen KG | 84%                       
|Synthesegasanlage
      Ruhr GmbH        | 50%                       

Celanese
  has a 60 percent voting interest and the right to appoint a majority of the
  management board of Synthesegasanlage Ruhr GmbH, which results in Celanese controlling
  this entity and, accordingly, Celanese consolidates this entity in its consolidated
  financial statements.

   Research
  and development

The
  costs of research and development are charged as an expense in the period in
  which they are incurred.

   Functional
  currencies

For
  most of Celaneses international operations where the functional currency
  is other than the euro, assets and liabilities are generally translated using
  period-end exchange rates, while the statement of operations is translated using
  the average exchange rates for the respective year. Differences arising from
  the translation of assets and liabilities in comparison with the translation
  of the previous periods are included as a separate component of accumulated
  other comprehensive income (loss).

   Earnings
  per share

Basic
  and diluted earnings (loss) per share is based on the net earnings (loss) divided
  by the weighted average number of common shares outstanding during the period.
  At December 31, 2001, Celanese did not have any dilutive common stock equivalents.
  On the Effective Date, Hoechst issued 55,915,369 shares of Celanese to existing
  Hoechst shareholders, which are deemed to be outstanding for all periods in
  1999 prior to the Effective Date. (See Note 20)

F-11

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

2.    Summary
  of Accounting Policies  (continued)

   Stock-based
  compensation

Celanese
  applies the provisions of Statement of Financial Accounting Standards (SFAS)
  No. 123, Accounting for Stock-based Compensation, which allows entities
  to continue to apply the intrinsic value provisions of Accounting Principles
  Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
  and provide pro forma net earnings disclosures for employee stock based compensation
  grants as if the fair value based method defined in SFAS No. 123 had been applied.
  Compensation expense for stock appreciation rights, either partially or fully
  vested, is recorded based on the difference between the base unit price at the
  date of grant and the quoted market price of Celaneses common stock on
  the Frankfurt Stock Exchange at the end of the period proportionally recognized
  over the vesting period and adjusted for previously recognized expense. (See
  Note 21)

   Estimates
  and assumptions

The
  preparation of consolidated financial statements in conformity with U.S. GAAP
  requires management to make estimates and assumptions that affect the reported
  amounts of assets and liabilities, allocated balances and disclosure of contingent
  assets and liabilities at the date of the consolidated financial statements
  and the reported amounts of revenues, expenses and allocated charges during
  the reporting period. Actual results could differ from those estimates.

   Presentation

Certain
  amounts in prior years have been reclassified to conform to the current year
  presentation.

   New
  accounting pronouncements

In
  June 2001, the FASB issued SFAS No. 141, Business Combinations. Under
  this new standard, all acquisitions subsequent to June 30, 2001 must be accounted
  for under the purchase method of accounting. SFAS No. 141 also establishes criteria
  for the recognition of intangible assets apart from goodwill. Celanese does
  not believe this statement will have a material effect on its consolidated financial
  statements.

In
  June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets.
  SFAS No. 142 addresses financial accounting and reporting for acquired goodwill
  and other intangible assets. The statement provides that goodwill and some intangibles
  will no longer be amortized on a recurring basis. Goodwill and intangible assets
  with an indefinite life will be subject to an initial impairment test within
  six months of adoption of SFAS No. 142 and annually thereafter. The statement
  also requires disclosure of certain information about goodwill and other intangible
  assets subsequent to their acquisition. As of December 31, 2001, Celanese had
  unamortized goodwill of €1,167
  million that is subject to the transition provision of SFAS No. 142. Amortization
  expense related to the goodwill was €85 million and €84 million for the years
  ended December 31, 2001 and 2000, respectively. Celanese is evaluating the impact
  of adopting this statement.

In
  June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
  Obligations. SFAS No.143 addresses financial accounting and reporting for
  obligations associated with the retirement of tangible long-lived assets and
  associated asset retirement costs. The statement requires that the fair value
  of a liability for an asset retirement obligation be recognized in the period
  in which it is incurred. The asset retirement obligations will be capitalized
  as part of the carrying amount of the long-lived asset. The statement applies
  to legal obligations associated with the retirement of long-lived assets that
  result from the acquisition, construction, development, and normal operation
  of long-lived assets. The statement is effective on January 1, 2003, with earlier
  adoption permitted. Celanese is evaluating the impact of adopting this statement.

In
  August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
  or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121,
  Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
  to Be Disposed Of. The statement also supersedes APB No. 30, Reporting
  the Results of Operations-Reporting the Effects of Disposal of a Segment of
  a Business, and Extraordinary, Unusual and

F-12

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

2. Summary
  of Accounting Policies  (continued)

Infrequently Occurring
  Events and Transactions. This statement establishes a single accounting
  model, based on the framework established in SFAS No. 121, for long-lived assets
  to be disposed of by sale. The statement retains most of the requirements in
  SFAS No. 121 related to the recognition of impairment of long-lived assets to
  be held and used. The statement is effective January 1, 2002, with earlier adoption
  encouraged. Celanese does not believe this statement will have a material effect
  on its consolidated financial statements.

Celanese
  adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activitiesamended by SFAS No. 138, Accounting for Certain Derivative Instruments
  and Certain Hedging Activities, on January 1, 2001, and accordingly applied
  the standards of the statements prospectively. These statements standardized
  the accounting for derivative instruments, including certain derivative instruments
  embedded in other contracts. Under the standards, entities are required to carry
  all derivative instruments in the statements of financial position at fair value.
  The accounting for changes in the fair value (i.e., gains or losses) of a derivative
  instrument depends on whether it has been designated and qualifies as part of
  a hedging relationship, and, if so, on the reason for holding it. If certain
  conditions are met, entities may elect to designate a derivative instrument
  as a hedge of exposure to changes in fair values, cash flows, or foreign currencies.
  If the hedged exposure is a fair value exposure, the gain or loss on the derivative
  instrument is recognized in earnings in the period of change together with the
  offsetting gain or loss on the hedged item attributable to the risk being hedged.
  If the hedged exposure is a cash flow exposure, the effective portion of the
  gain or loss on the derivative instrument is reported initially as a component
  of other comprehensive income (loss) and subsequently reclassified into earnings
  when the forecasted transaction affects earnings. Any amounts excluded from
  the assessment of hedge effectiveness as well as the ineffective portion of
  the gain or loss is reported in earnings immediately. Accounting for foreign
  currency hedges is similar to the accounting for fair value and cash flow hedges.
  If the derivative instrument is not designated as a hedge, the gain or loss
  is recognized in earnings in the period of change.

Upon
  adoption, Celanese recorded a net transition adjustment gain of €8 million,
  net of related income tax of €4
  million, in accumulated other comprehensive income (loss) at January 1, 2001.
  Further, the adoption of these statements resulted in Celanese recognizing €14
  million of derivative instrument assets and €2 million of derivative liabilities.
  The affect of the ineffective portion of the derivatives on the consolidated
  statement of operations was not material.

4.    Supplemental
  Cash Flow Information

|                                                                          | 2001            |   |  | 2000 |   |  | 1999 |  
|------------------------------------------------------------------------- | --------------- | - |  | ---- | - |  | ---- | -
|                                                                          |                 |   |  |      |   |  |      |  
|                                                                          | (in € millions) |  
|                                                                          |                 |  
|Cash
      paid during the year for:                                      |                 |   |  |      |   |  |      |  
|Taxes,
      net of refunds                                               | (49             | ) |  | (12  | ) |  | 140  |  
|Interest,
      net of amounts capitalized                                | 50              |   |  | 41   |   |  | 113  |  
|Noncash
      investing and financing activities:                         |                 |   |  |      |   |  |      |  
|Contribution
      by Hoechst of net receivables to Celanese (See Note 5) |                |   |  |     |   |  | 97   |  
|Fair
      value adjustment to securities available-for-sale, net of tax  | (4              | ) |  | 7    |   |  | (11  | )

F-13

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

5.    Transactions
  and Relationships with Affiliate

Celanese
  is a party to various transactions with affiliated companies. Companies for
  which Celanese has investments accounted for under the cost or equity method
  of accounting are considered Affiliates; any transactions or balances with such
  companies are considered affiliate transactions. Additionally, transactions
  and balances with Hoechst prior to the Effective Date are also considered related
  party transactions and, for purposes of this disclosure, are included with Affiliates.
  Transactions and balances with Hoechst after the Effective Date are considered
  third-party transactions. The following tables represent Celaneses transactions
  with affiliated companies, as defined above, for the periods presented.

|                                                                       | 2001            |   |  | 2000 |   |  | 1999 |  
|---------------------------------------------------------------------- | --------------- | - |  | ---- | - |  | ---- | -
|                                                                       |                 |   |  |      |   |  |      |  
|                                                                       | (in € millions) |  
|                                                                       |                 |  
|Statement
      of Operations Transactions                             |                 |   |  |      |   |  |      |  
|Purchases
      from Affiliates(1)                                     | 76              |   |  | 110  |   |  | 98   |  
|Sales
      to Affiliates(1)                                           | 41              |   |  | 68   |   |  | 128  |  
|Interest
      income from Affiliates                                  | 3               |   |  | 3    |   |  | 22   |  
|Interest
      expense paid to Affiliates                              | 13              |   |  | 15   |   |  | 5    |  
|                                                                       |                 |   |  |      |   |  |      |  
|Equity
      Transactions                                              |                 |   |  |      |   |  |      |  
|Contribution
      of net receivables to Celanese(2) (5)               |                |   |  |     |   |  | 97   |  
|Transfer
      of certain other activities from Celanese to Hoechst(3) |                |   |  |     |   |  | (50  | )
|                                                                       |                 |   |  |      |   |  |      |  
|Net
      activity with Hoechst                                        |                |   |  |     |   |  | 47   |  
|                                                                       |                 |   |  |      |   |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  
|                                                                       | 2001            |   |  | 2000 |   |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  
|                                                                       | (in € millions) |   |  |      |  
|                                                                       |                 |   |  |      |  
|Balance
      Sheet Transactions                                       |                 |   |  |      |   |  |      |  
|Trade
      and other receivables from Affiliates                      | 10              |   |  | 23   |   |  |      |  
|Current
      notes receivable (including interest) from Affiliates    | 11              |   |  | 11   |   |  |      |  
|Longterm
      notes receivable from Affiliates                       | 9               |   |  | 25   |   |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  
|Total
      receivables from Affiliates                                | 30              |   |  | 59   |   |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  
|Accounts
      payable and other liabilities due Affiliates            | 36              |   |  | 57   |   |  |      |  
|Accrued
      interest payable due Affiliates                          | 1               |   |  |     |   |  |      |  
|Shortterm
      borrowings from Affiliates(4)                         | 240             |   |  | 283  |   |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  
|Total
      due Affiliates                                             | 277             |   |  | 340  |   |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  
|Net
      payables with Affiliates                                     | (247            | ) |  | (281 | ) |  |      |  
|                                                                       |                 |   |  |      |   |  |      |  

(1) Purchases/Sales
  from/to Affiliates

Purchases
  and sales from/to Affiliates are accounted for at prices approximating those
  charged to third party customers for similar goods. Purchases from Hoechst in
  1999, prior to the Effective Date, amounted to €17 million. Sales to Hoechst
  in 1999, prior to the Effective Date, were €45 million.

Hoechst
  contributed to Celanese net receivables totaling €97 million during 1999, €81
  million of which related to reimbursement for the sorbates litigation, while
  the remaining related to reimbursements for demerger costs and certain taxes.

In
  1999, prior to the demerger, Celanese incurred €50 million in charges associated
  with non-Celanese activities, which were treated as a capital distribution to
  Hoechst.

F-14

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

5.    Transactions
  and Relationships with Affiliates  (continued)

(5) Demerger
  Agreement
         In connection with the demerger, Celanese and
  Hoechst executed and delivered the Demerger Agreement. The Demerger Agreement,
  among other things, provided for the following:

Demerger
  Costs

Demerger
  costs were shared equally between Celanese and Hoechst. Costs of €28 million
  were recorded in 1999 as a component of special charges in the consolidated
  statement of operations.

Antitrust
  Actions Related to Sorbates Industry

Pursuant
  to the Demerger Agreement, Hoechst has agreed to indemnify Celanese for 80 percent
  of any costs Celanese may incur for the anti-trust actions related to the sorbates
  industry. (See Note 24)

Environmental
  Liabilities

As
  part of the Demerger Agreement, Celanese has agreed to indemnify Hoechst for
  the first €250 million of future environmental remediation liabilities arising
  from certain previously divested Hoechst entities. If these future environmental
  liabilities exceed €250 million, Hoechst will bear the excess up to an additional
  €500 million. Thereafter, Celanese will bear one third and Hoechst will bear
  two-thirds of any further environmental remediation liabilities. Celanese made
  payments through December 31, 2001 of €20 million and has reserves of €111 million
  at December 31, 2001, related to these potential liabilities.

Other Matters

Consolidation
  of Celanese Procurement Olefin

CPO
  Celanese Aktiengesellschaft & Co. Procurement Olefin KG, Frankfurt am Main
  (CPO), a wholly-owned subsidiary of Celanese, acts as a purchasing
  agent on behalf of Celanese as well as third parties. CPO enters into sale and
  purchase agreements for raw materials on a commission basis. Accordingly, the
  commissions earned on these sales are classified as selling, general and administrative
  expense. These commissions amounted to €15 million, €10
  million and €4 million in 2001, 2000 and 1999, respectively. The raw material
  sales volume commissioned by CPO for Celanese and third parties amounted to
  €719 million, €808 million, and €482 million in 2001, 2000 and 1999, respectively.

Celanese
  completed the following acquisitions of businesses during 2000 and 1999:

- In May 2000, Celanese
    acquired 100 percent of Axiva GmbH, a process technology and engineering business,
    from Aventis for a purchase price of €38 million. Pursuant to the purchase
    agreement, Aventis, under certain conditions, shares in the funding of the
    Fuel Cell project or the research and development project focusing on polyunsaturated
    fatty acids, and is entitled to additional consideration in the event Celanese
    commercializes these projects. The acquisition was accounted for using the
    purchase method and accordingly, the results of operations from the date of
    acquisition through December 31, 2000 are included in the accompanying consolidated
    financial statements. In October 2000, Celanese sold 75 percent of the process
    technology and engineering business of Axiva GmbH to Siemens and retained
    selected projects, which it continues to operate in the process technology
    entity, which was renamed to Celanese Ventures GmbH. Celanese received gross
    proceeds of €10 million on the sale. There was no material effect on the consolidated
    statement of operations in 2000. (See Note 10)

F-15

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

6. Acquisitions
  and Divestitures  (continued)

- In September 2000, Celanese
    completed the acquisition of the polyvinyl alcohol (PVOH) business
    of Air Products and Chemicals, Inc. for U.S. $326 million (€359 million).
    As a result of this transaction, Celanese recorded goodwill of U.S. $52 million
    (€56 million), which is being amortized over 20 years. Celanese completed
    the purchase price allocation in June 2001, and as a result reduced its original
    goodwill by €4 million.
- In the third quarter
    of 1999, Celanese acquired all the outstanding shares of Celanese Canada,
    Inc. not previously owned by Celanese. Celanese paid CAD 486 million (€303
    million) for this 44 percent minority interest, resulting in goodwill of €154
    million being recorded.
- In December 1999, Technical
    Polymers Ticona (Ticona), the engineering polymers business of
    Celanese, acquired a 50 percent ownership in Korea Engineering Plastics Company
    Ltd. (KEP), for approximately 110 billion Korean Won (€94 million). Celaneses
    interest in KEP is accounted for under the equity method. (See Note 10)

Celanese
  completed the following divestitures during 2001:

- In January 2001, Celanese
    sold its investment in Infraserv GmbH & Co. Münchsmünster KG
    to Ruhr Oel GmbH. (See Note 10)
- In January 2001, Celanese
    sold its CelActiv and Hoecat® catalyst business to Synetix.
- In April 2001, Celanese
    sold NADIR filtration GmbH, formerly Celgard GmbH, to KCS Industrie Holding
    AG. This divestiture was classified as a discontinued operation.
- In June 2001, Celanese
    sold its ownership interest in Hoechst Service Gastronomie GmbH to Eurest
    Deutschland GmbH and Infraserv GmbH & Co. Höchst KG.
- In October 2001, Celanese
    sold its ownership interest in Covion Organic Semiconducters GmbH, a developer
    and producer of light-emitting organic polymers, to Avecia, its joint venture
    partner in Covion Organic Semiconductors GmbH.

Celanese
  received gross proceeds of €13 million in 2001 and recorded a gain of €6 million
  in interest and other income, a gain of €2 million, net of taxes, in gain on
  disposal of discontinued operations and a gain of €1 million in gain on disposition
  of assets related to the sale of these businesses. Celanese recorded an additional
  gain in 2001 of €7 million, net of taxes, in gain on disposal of discontinued
  operations related to a business divested in 2000.

Celanese
  completed the following divestitures during 2000, all of which were classified
  as discontinued operations in the accompanying consolidated statement of operations:

- In January 2000, Celanese
    sold its phosphorous and phosphorous derivatives business, conducted by the
    Thermphos Group, to the Thermphos Groups management. The loss was recognized
    at December 31, 1999.
- In July 2000, Celanese
    sold its 50 percent interest in Vinnolit Kunststoff GmbH, its joint venture
    with Wacker Chemie GmbH, and its 100 percent interest in Vintron GmbH, both
    European producers of high performance polyvinyl chloride or PVC products,
    to institutional funds managed by Advent International Corporation (Advent).
    Pursuant to the sale agreement, the buyer had been granted limited rescission
    rights which expired on December 15, 2001. Celanese has reflected this transaction
    as a component of discontinued operations in the consolidated statement of
    operations.

Celanese
  received gross proceeds of €35 million and recorded a gain in 2000 of €9 million,
  net of taxes, in gain on disposal of discontinued operations and earnings of
  €3 million, net of taxes, in earnings from operations of discontinued operations
  relating to these discontinued operations. In 1999, Celanese recorded a loss
  of €151 million,
  net of taxes, in gain on disposal of discontinued operations and a gain of €2
  million, net of taxes, in earnings from operations of discontinued operations
  relating to these discontinued operations. An additional loss

F-16

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

6.   
  Acquisitions and Divestitures  (continued)

of €9 million, net of taxes,
  relating to discontinued operations either sold in 1999 or anticipated to be
  sold, was recorded in 2000.

Celanese
  completed the following divestitures during 1999:

- In September 1999, Celanese
    sold its approximate 52 percent interest in Copley Pharmaceuticals Inc. to
    Teva Pharmaceutical Industries, Ltd.
- In December 1999, Celanese
    sold the following businesses and investments:
- its polyester fiber
      and bottle resin business in Millhaven, Ontario, Canada, to Arteva BV, doing
      business as KoSa.
- its ethylene oxide
      / ethylene glycol business to Old World Industries, Inc.
- its U.S. and Japanese
      separation products businesses, Celgard, to Daramic Inc., a wholly-owned
      subsidiary of Polypore Inc.
- its 46 percent holding
      in the fluoropolymer manufacturer Dyneon to 3M.
- its 50 percent share
      in the polypropylene joint venture Targor to BASF AG.

Celanese
  received gross proceeds of €1,001 million from the sale of these discontinued
  operations, which led to a net cash inflow of €913 million in 1999. Celanese
  recognized a gain of €452 million, net of taxes, in gain on disposal of discontinued
  operations in the consolidated statement of operations in 1999. Celanese recorded
  earnings of €14 million, net of taxes, in earnings from operations of discontinued
  operations relating to these divested businesses in 1999.

During
  1999, Celanese shut down its bulk active pharmaceutical business line, which
  supplied pharmaceutical raw materials to Pharmacyclics, Inc.

F-17

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

At December
  31, 2001 and 2000, Celanese had €142 million and €186 million, respectively,
  of marketable securities available for sale, which were included as a component
  of other assets. These securities are held by Celaneses captive insurance
  companies. There was a net realized gain of €5 million in 2001 and a net realized
  loss of €1 million in 2000. The amortized cost, gross unrealized gain, gross
  unrealized loss and fair values for available-for-sale securities by major security
  type at December 31, 2001 and 2000, were as follows:

|                                   | Amortized
      Cost |  |  | Unrealized
      Gain |  |  | Unrealized
      Loss |   |  | Fair
      Value | 
|---------------------------------- | -------------------- |  |  | --------------------- |  |  | --------------------- | - |  | ---------------- | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 
|                                   | (in € millions)      | 
|                                   |                      | 
|At
      December 31, 2001         |                      |  |  |                       |  |  |                       |   |  |                  | 
|Debt
      Securities              |                      |  |  |                       |  |  |                       |   |  |                  | 
|U.S.
      Government              | 21                   |  |  |                      |  |  |                      |   |  | 21               | 
|U.S.
      municipal               | 2                    |  |  |                      |  |  |                      |   |  | 2                | 
|Other
      government             |                     |  |  |                      |  |  |                      |   |  |                 | 
|U.S.
      corporate               | 96                   |  |  |                      |  |  |                      |   |  | 96               | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 
|Total
      debt securities        | 119                  |  |  |                      |  |  |                      |   |  | 119              | 
|Bank
      certificates of deposit | 3                    |  |  |                      |  |  |                      |   |  | 3                | 
|Equity
      securities            | 10                   |  |  |                      |  |  | (1                    | ) |  | 9                | 
|Mortgage-backed
      securities   | 11                   |  |  |                      |  |  |                      |   |  | 11               | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 
|                                   | 143                  |  |  |                      |  |  | (1                    | ) |  | 142              | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 
|At
      December 31, 2000         |                      |  |  |                       |  |  |                       |   |  |                  | 
|Debt
      Securities              |                      |  |  |                       |  |  |                       |   |  |                  | 
|U.S.
      Government              | 31                   |  |  | 1                     |  |  |                      |   |  | 32               | 
|U.S.
      municipal               | 2                    |  |  |                      |  |  |                      |   |  | 2                | 
|Other
      government             | 3                    |  |  |                      |  |  |                      |   |  | 3                | 
|U.S.
      corporate               | 118                  |  |  | 1                     |  |  |                      |   |  | 119              | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 
|Total
      debt securities        | 154                  |  |  | 2                     |  |  |                      |   |  | 156              | 
|Bank
      certificates of deposit | 2                    |  |  |                      |  |  |                      |   |  | 2                | 
|Equity
      securities            | 7                    |  |  |                      |  |  |                      |   |  | 7                | 
|Mortgage-backed
      securities   | 21                   |  |  |                      |  |  |                      |   |  | 21               | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 
|                                   | 184                  |  |  | 2                     |  |  |                      |   |  | 186              | 
|                                   |                      |  |  |                       |  |  |                       |   |  |                  | 

Fixed
  maturities at December 31, 2001 by contractual maturity are shown below. Actual
  maturities could differ from contractual maturities because borrowers may have
  the right to call or prepay obligations, with or without call or prepayment
  penalties.

|                             | Amortized
      Cost |     | Fair
      Value | 
|---------------------------- | -------------------- | --- | ---------------- | 
|                             |                      |     |                  | 
|                             | (in € millions)      |    
|                             |                      |    
|Within
      one year        |                      | 19  |                  | 
|From
      one to five years |                      | 51  |                  | 
|From
      six to ten years  |                      | 45  |                  | 
|Greater
      than ten years |                      | 18  |                  | 
|                             |                      |     |                  | 
|                             |                      | 133 |                  | 
|                             |                      |     |                  | 

F-18

---

CELANESE
  AG AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

8.Receivables,
  net

|                                      |  |                      
|------------------------------------- |  | ---------------------
|                                      |  | 2001                 
|                                      |  |                      
|                                      |  | (in
      € millions)
|                                      |  |                      
|Trade                                 |  | 720                  
|Reinsurance
      receivables         |  | 263                  
|Receivables
      from Affiliates     |  | 21                   
|Other                                 |  | 238                  
|                                      |  |                      
|Subtotal                              |  | 1,242                
|Allowance
      for doubtful accounts |  | (26                  
|                                      |  |                      
|Net
      receivables                 |  | 1,216                
|                                      |  |                      

As
  of December 31, 2001 and 2000, Celanese had no significant concentrations of
  credit risk since Celaneses customer base is dispersed across many different
  industries and geographies.

9.Inventories

|                                 |  |                      
|-------------------------------- |  | ---------------------
|                                 |  | 2001                 
|                                 |  |                      
|                                 |  | (in
      € millions)
|                                 |  |                      
|Finished
      goods             |  | 555                  
|Work-in-process                  |  | 22                   
|Raw
      materials and supplies |  | 74                   
|                                 |  |                      
|Subtotal                         |  | 651                  
|LIFO
      reserve               |  | (12                  
|                                 |  |                      
|Total
      inventories          |  | 639                  
|                                 |  |                      

At
  December 31, 2001 and 2000, €263 million and €304 million, respectively, of
  total inventories were valued by the LIFO method. During 2001, inventory usage
  resulted in the liquidation of LIFO inventory quantities, which had the effect
  of reducing cost of sales by €43 million in 2001.

10.   Investments

Celanese
  accounts for the following Affiliates under the equity method:

|Affiliate                                         |  | Percent
      Ownership | 
|------------------------------------------------- |  | ----------------------- | 
|                                                  |  |                         | 
|Clear
      Lake Methanol Co., LLC                |  | 50.0%                   | 
|Fortron
      Industries                          |  | 50.0%                   | 
|Korea
      Engineering Plastics Co., Ltd         |  | 50.0%                   | 
|Polyplastics
      Co., Ltd                       |  | 45.0%                   | 
|InfraServ
      GmbH & Co. Gendorf KG             |  | 39.0%                   | 
|InfraServ
      GmbH & Co. Höchst KG              |  | 31.2%                   | 
|InfraServ
      GmbH & Co. Knapsack KG            |  | 27.9%                   | 
|Siemens
      Axiva GmbH                          |  | 25.0%                   | 
|Sherbrooke
      Capital Health and Wellness, L.P |  | 9.9%                    | 

F-19

---

CELANESE
  AG AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

10.Investments
   (continued)

|                                                                   |  |                      
|------------------------------------------------------------------ |  | ---------------------
|                                                                   |  | 2001                 
|                                                                   |  |                      
|                                                                   |  | (in
      € millions)
|                                                                   |  |                      
|Affiliates
      totals:                                           |  |                      
|Net
      sales                                                    |  | 1,797                
|Net
      earnings                                                 |  | 49                   
|Celaneses
      share:                                           
|Net
      earnings                                                 |  | 13                   
|Dividends                                                          |  | 21                   
|Total
      assets                                                 |  | 2,374                
|Total
      liabilities                                            |  | 1,121                
|Interests
      of others                                          |  | 764                  
|                                                                   |  |                      
|Celaneses
      equity                                            |  | 489                  
|Write-down
      of investment                                     |  | (21                  
|Excess
      of cost over underlying equity in net assets acquired |  | 98                   
|                                                                   |  |                      
|Celaneses
      investment                                        |  | 566                  
|                                                                   |  |                      



|                                                          |                        |     |                   
|--------------------------------------------------------- | ---------------------- | --- | ------------------
|                                                          | Acquisition
      Cost |     | Write-
      Downs
|                                                          |                        |     |                   
|                                                          | (in
      € millions) 
|                                                          |                       
|January
      1, 2001                                     |                        | 628 |                   
|Additions                                                 |                        |    |                   
|Disposals                                                 |                        | (8  | )                 
|Exchange
      rate changes                               |                        | (25 | )                 
|Celaneses
      share of equity method investee earnings |                        | (8  | )                 
|                                                          |                        |     |                   
|December
      31, 2001                                   |                        | 587 |                   
|                                                          |                        |     |                   

In
  January 2001, Celanese sold its investment in Infraserv GmbH & Co. Münchsmünster
  KG to Ruhr Oel GmbH. (See Note 6)

During
  the third quarter of 2001, continuing overcapacity in the methanol industry
  resulted in Celanese and its venture partner idling its methanol unit, operated
  by the Clear Lake Methanol Joint Venture (CLMV). This indicated
  that an other than temporary decline in the value in Celaneses investment
  in CLMV had occurred, resulting in Celanese writing down its remaining investment
  in CLMV of €6 million. In 1999, Celanese recognized an impairment charge of
  €15 million on this investment.

In
  April 2000, Celanese purchased 14.2 percent of Sherbrooke Capital Health and
  Wellness Limited Partnership, a partnership which supports the development of
  the food ingredients industry. Celanese, as an equity partner, has participation
  rights, therefore this investment is accounted for under the equity method of
  accounting. Due to additional capital contributions by a third party to the
  partnership during the first quarter of 2001, Celaneses ownership percentage
  decreased to 9.9 percent.

During
  the second quarter of 2000, Celanese increased its investment in InfraServ GmbH
  & Co. Höchst KG from 27.2 percent to 31.2 percent in connection with
  the acquisition of Axiva GmbH. (See Note 6)

In
  October 2000, Celanese sold 75 percent of the process technology and engineering
  business of Axiva GmbH to Siemens Axiva GmbH. The remaining 25 percent is accounted
  for as an equity investment in Siemens Axiva GmbH at December 31, 2000. (See
  Note 6)

F-20

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

11.Property,
  Plant and Equipment

|                                          |                                        |     |                                                                                    |  |                                     |     
|----------------------------------------- | -------------------------------------- | --- | ---------------------------------------------------------------------------------- |  | ----------------------------------- | ----
|                                          | Land
      and Land
      Improvements |     | Building,
      Building
      Improvements
      and Leasehold
      Improvements |  | Machinery
      and
      Equipment |     
|                                          |                                        |     |                                                                                    |  |                                     |     
|                                          | (in
      € millions)                 
|                                          |                                       
|Net book
      value at December 31, 2000 |                                        | 114 |                                                                                    |  |                                     | 250 
|                                          |                                        |     |                                                                                    |  |                                     |     
|Acquisition
      or construction cost   
|January
      1, 2001                     |                                        | 191 |                                                                                    |  |                                     | 636 
|Additions                                 |                                        |    |                                                                                    |  |                                     | 3   
|Disposals                                 |                                        | (4  | )                                                                                  |  |                                     | (11 
|Transfers                                 |                                        |    |                                                                                    |  |                                     | 20  
|Exchange
      rate changes               |                                        | 10  |                                                                                    |  |                                     | 26  
|                                          |                                        |     |                                                                                    |  |                                     |     
|December
      31, 2001                   |                                        | 197 |                                                                                    |  |                                     | 674 
|                                          |                                        |     |                                                                                    |  |                                     |     
|Accumulated
      Depreciation           
|January
      1, 2001                     |                                        | (77 | )                                                                                  |  |                                     | (386
|Additions                                 |                                        | (6  | )                                                                                  |  |                                     | (31 
|Disposals                                 |                                        | 1   |                                                                                    |  |                                     | 9   
|Exchange
      rate changes               |                                        | (5  | )                                                                                  |  |                                     | (13 
|                                          |                                        |     |                                                                                    |  |                                     |     
|December
      31, 2001                   |                                        | (87 | )                                                                                  |  |                                     | (421
|                                          |                                        |     |                                                                                    |  |                                     |     
|Net book
      value at December 31, 2001 |                                        | 110 |                                                                                    |  |                                     | 253 
|                                          |                                        |     |                                                                                    |  |                                     |     

The
  total investment in property, plant and equipment was €231 million and €235
  million in 2001 and 2000, respectively. Depreciation totaled €331 million and
  €302 million in 2001 and 2000, respectively. Write-downs due to asset impairments
  amounting to €124 million and €3 million were recorded to special charges in
  2001 and 2000, respectively. The asset impairment write-downs are included in
  additions to depreciation.

Assets
  under capital leases, net of accumulated amortization, amounted to €11 million
  and €13 million in 2001 and 2000, respectively.

Interest
  costs capitalized were €4 million, €13 million and €13 million in 2001, 2000
  and 1999, respectively.

F-21

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

12.Intangible
  Assets

|                                          |                                                                    |     |         
|----------------------------------------- | ------------------------------------------------------------------ | --- | --------
|                                          | Patents,
      Licenses,
      Trademarks and
      Similar Rights |     | Goodwill
|                                          |                                                                    |     |         
|                                          | (in
      € millions)                                             
|                                          |                                                                   
|Net
      book value at December 31, 2000 |                                                                    | 4   |         
|                                          |                                                                    |     |         
|Acquisition
      cost                   
|January
      1, 2001                     |                                                                    | 19  |         
|Additions                                 |                                                                    | 2   |         
|Disposals                                 |                                                                    | (1  | )       
|Exchange
      rate changes               |                                                                    | 1   |         
|Acquisitions
      and divestitures       |                                                                    | 1   |         
|                                          |                                                                    |     |         
|December
      31, 2001                   |                                                                    | 22  |         
|                                          |                                                                    |     |         
|Accumulated
      Amortization           
|January
      1, 2001                     |                                                                    | (15 | )       
|Additions                                 |                                                                    | (3  | )       
|Disposals                                 |                                                                    | 1   |         
|Exchange
      rate changes               |                                                                    | (1  | )       
|Acquisitions
      and divestitures       |                                                                    |    |         
|                                          |                                                                    |     |         
|December
      31, 2001                   |                                                                    | (18 | )       
|                                          |                                                                    |     |         
|Net
      book value at December 31, 2001 |                                                                    | 4   |         
|                                          |                                                                    |     |         

Intangible
  assets arising from acquisitions of companies are included in acquisitions and
  divestitures, whereas intangible assets acquired as individual assets are included
  in additions.

In
  2001, special charges of €262 million were recorded for the impairment of goodwill
  due to the deterioration in the outlook of the acrylates and oxo business lines
  and certain products in the specialties business line. Management of Celanese
  determined that the future undiscounted cash flows associated with portions
  of the assets of the underlying businesses were insufficient to recover their
  carrying value. Accordingly, such assets were written down to fair value, which
  was determined on the basis of discounted cash flows. These write-downs are
  included in additions to amortization.

13.    Income
  Taxes

Celanese
  is headquartered in Germany. Germany has both a corporate tax and a trade income
  tax, the latter of which varies based upon location. The trade income tax is
  deductible for corporate tax purposes. The German corporate tax rate is 25 percent.
  Combined with a solidarity surcharge of 5.5 percent on the German corporate
  tax payable, the effective corporate income tax rate in Germany is 26.38 percent.

Deferred
  taxes for the German companies are being provided at a 40 percent rate, which
  represents a combined German federal corporate tax rate and the trade income
  tax. Deferred taxes are being provided on all other companies at the tax rate
  currently in effect in the local tax jurisdictions.

Prior
  to January 1, 2001 and the enactment of the German Tax Reduction Law, German
  federal corporate tax law provided for a split tax rate to determine German
  federal corporate income tax. Undistributed corporate income was initially subject
  to a German federal corporate tax of 40 percent in fiscal years 2000 and 1999,
  respectively, plus a solidarity surcharge of 5.5 percent on the corporate tax
  payable. Including the surcharge, the German corporate tax rate was 42 percent
  in both years. With respect to any distributed income in fiscal years 2000 and
  1999, the corporate income tax rate for those earnings was adjusted down from
  42 percent to 32 percent after the solidarity surcharge levy.

F-22

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

13.   Income
  Taxes  (continued)

|                                                                                                                                                                                                                                                            |                       |      |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ---- | -
|                                                                                                                                                                                                                                                            |                       | 2001 |  
|                                                                                                                                                                                                                                                            |                       |      |  
|                                                                                                                                                                                                                                                            | (in
      € millions)
|                                                                                                                                                                                                                                                            |                       |      |  
|Earnings
      (loss) before income tax, minority interests, discontinued operations
         and extraordinary expense:                                                                                                                                    |                       |      |  
|Germany                                                                                                                                                                                                                                                     |                       | 133  |  
|U.S.                                                                                                                                                                                                                                                        |                       | (769 | )
|Other                                                                                                                                                                                                                                                       |                       | 104  |  
|                                                                                                                                                                                                                                                            |                       |      |  
|Total                                                                                                                                                                                                                                                       |                       | (532 | )
|                                                                                                                                                                                                                                                            |                       |      |  
|Provision
      (benefit) for income taxes:                                                                                                                                                                                                                 |                      
|Current:                                                                                                                                                                                                                                                    |                      
|Germany                                                                                                                                                                                                                                                     |                       | 43   |  
|U.S.                                                                                                                                                                                                                                                        |                       | 67   |  
|Other                                                                                                                                                                                                                                                       |                       | 23   |  
|                                                                                                                                                                                                                                                            |                       |      |  
|Total
      current                                                                                                                                                                                                                                         |                       | 133  |  
|                                                                                                                                                                                                                                                            |                       |      |  
|Deferred:                                                                                                                                                                                                                                                   |                      
|Germany                                                                                                                                                                                                                                                     |                       | (46  | )
|U.S.                                                                                                                                                                                                                                                        |                       | (207 | )
|Other                                                                                                                                                                                                                                                       |                       | (18  | )
|                                                                                                                                                                                                                                                            |                       |      |  
|Total
      deferred                                                                                                                                                                                                                                        |                       | (271 | )
|                                                                                                                                                                                                                                                            |                       |      |  
|Income
      tax (benefit) provision                                                                                                                                                                                                                        |                       | (138 | )
|                                                                                                                                                                                                                                                            |                       |      |  
|Effective
      income tax rate reconciliation:                                                                                                                                                                                                             |                      
|A
      reconciliation of income tax (benefit) provision for the years ended
            December 31, 2001, 2000 and 1999 determined
      by using the applicable
            statutory rate of 40% for 2001 and 45%
      for both 2000 and 1999 follows: |                      
|Income
      tax (benefit) provision computed at statutory tax rates                                                                                                                                                                                        |                       | (213 | )
|Increase
      (decrease) in taxes resulting from:                                                                                                                                                                                                          |                      
|Change
      in valuation allowance                                                                                                                                                                                                                         |                       | (65  | )
|Equity
      income                                                                                                                                                                                                                                         |                       | (3   | )
|Non-deductible
      amortization and impairment                                                                                                                                                                                                            |                       | 120  |  
|Investments                                                                                                                                                                                                                                                 |                       |     |  
|Import/export
      activities                                                                                                                                                                                                                              |                       |     |  
|Additional
      U.S. tax provision                                                                                                                                                                                                                         |                       |     |  
|U.S.
      foreign tax credit/Subpart F income                                                                                                                                                                                                              |                       | 13   |  
|U.S.
      tax rate differentials                                                                                                                                                                                                                           |                       | 39   |  
|Other
      foreign tax rate differentials                                                                                                                                                                                                                  |                       | (44  | )
|Valuation
      adjustments in subsidiaries                                                                                                                                                                                                                 |                       |     |  
|Enacted
      changes in tax rates                                                                                                                                                                                                                          |                       |     |  
|Other                                                                                                                                                                                                                                                       |                       | 15   |  
|                                                                                                                                                                                                                                                            |                       |      |  
|Income
      tax (benefit) provision                                                                                                                                                                                                                        |                       | (138 | )
|                                                                                                                                                                                                                                                            |                       |      |  

In
  2001, Celanese recognized an income tax benefit of €138 million as compared
  to a provision of €84 million in 2000. The effective tax rate was 26 percent
  in 2001 as compared to 60 percent in 2000. The effective tax rate in 2001 was
  favorably affected by the full recognition of previously reserved deferred tax
  assets of a subsidiary in Germany (€46 million), the utilization of certain
  net operating loss carryforwards, offset by non-deductible goodwill amortization
  and impairment charges.

F-23

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

13.Income
  Taxes  (continued)

In
  2000, Celanese recognized an income tax provision of €84 million as compared
  to a benefit of €83 million in 1999. The effective tax rate was 60 percent as
  compared to 14 percent in 1999. The effective tax rate in 2000 was affected
  by tax provisions for valuation adjustments recognized in 2000 related to prior
  year tax events (€64 million) and the utilization of net operating loss carryforwards
  in Germany, partially offset by non-deductible goodwill amortization. The effective
  tax rate in 1999 was impacted by goodwill amortization, new tax consolidation
  rules in Mexico and losses in Germany for which no benefit was recognized.

The
  tax effects of the temporary differences which give rise to a significant portion
  of deferred tax assets and liabilities as of December 31, 2001 and 2000 are
  as follows:

|                                       |  |                      
|-------------------------------------- |  | ---------------------
|                                       |  | 2001                 
|                                       |  |                      
|                                       |  | (in
      € millions)
|                                       |  |                      
|Postretirement
      obligations       |  | 368                  
|Accrued
      expenses                 |  | 160                  
|Net
      operating loss carryforwards |  | 384                  
|Investments                            |  | 28                   
|Other                                  |  | 81                   
|                                       |  |                      
|Subtotal                               |  | 1,021                
|Valuation
      allowance              |  | (199                 
|                                       |  |                      
|Deferred
      tax assets              |  | 822                  
|                                       |  |                      
|Depreciation                           |  | 192                  
|Interest                               |  | 11                   
|Inventory                              |  | 27                   
|Other                                  |  | 8                    
|                                       |  |                      
|Deferred
      tax liabilities         |  | 238                  
|                                       |  |                      
|Net
      deferred tax assets          |  | 584                  
|                                       |  |                      

A
  valuation allowance is provided when it is more likely than not that some portion
  or all of the deferred tax assets will not be realized. Celanese has established
  valuation allowances primarily for U.S. state and capital loss carryforwards,
  German trade income tax loss carryforwards and Mexico net operating loss carryforwards,
  which may not be realizable. Based on Celaneses historical and current
  pretax earnings, management believes it is more likely than not that Celanese
  will realize the benefit of the remaining net deferred tax assets existing at
  December 31, 2001 and 2000.

At
  December 31, 2001, Celanese has net operating loss carryforwards of approximately
  €779 million, primarily in the United States, Germany and Mexico with varying
  expiration dates. In addition, Celanese has capital loss carryforwards of €228
  million in the United States, which will expire in 2004.

Provision
  has not been made for income taxes or foreign withholding taxes on any cumulative
  earnings of foreign subsidiaries because such earnings will either not be subject
  to any such taxes or are intended to be indefinitely reinvested in those operations.
  It is not practicable to determine the tax liability, if any, that would be
  payable if such earnings were not reinvested indefinitely.

F-24

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

14.Accounts
  Payable and Accrued Liabilities

|                                                     |  | 2001                  |  |  |  | 2000  | 
|---------------------------------------------------- |  | --------------------- |  |  |  | ----- | 
|                                                     |  |                       |  |  |  |       | 
|                                                     |  | (in
      € millions) | 
|                                                     |  |                       | 
|Accounts
      payable trade                         |  | 617                   |  |  |  | 629   | 
|Accrued
      salaries and benefits                  |  | 183                   |  |  |  | 187   | 
|Accrued
      environmental                          |  | 47                    |  |  |  | 63    | 
|Accrued
      restructuring                          |  | 138                   |  |  |  | 79    | 
|Insurance
      loss reserves                        |  | 203                   |  |  |  | 198   | 
|Accrued
      legal                                  |  | 55                    |  |  |  | 53    | 
|Accounts
      payables to Affiliates                |  | 36                    |  |  |  | 57    | 
|Other                                                |  | 223                   |  |  |  | 253   | 
|                                                     |  |                       |  |  |  |       | 
|Total
      accounts payable and accrued liabilities |  | 1,502                 |  |  |  | 1,519 | 
|                                                     |  |                       |  |  |  |       | 

15.   Debt

Short-term borrowings
  and current installments of long-term debt

|                                                                                            |                       |                       |  |    
|------------------------------------------------------------------------------------------- | --------------------- | --------------------- |  | ---
|                                                                                            |                       | At
      December 31, |  |    
|                                                                                            |                       |                       |  |    
|                                                                                            |                       | 2001                  |  |    
|                                                                                            |                       |                       |  |    
|                                                                                            | (in
      € millions) |                       |  |    
|                                                                                            |                       |                       |  |    
|Current
      installments of long-term debt                                                |                       | 8                     |  |    
|Commercial
      paper                                                                      |                       |                      |  |    
|Bank
      loans                                                                            |                       | 19                    |  |    
|Short-term
      borrowings from Affiliates                                                 |                       | 240                   |  |    
|                                                                                            |                       |                       |  |    
|Total
      short-term borrowings and current installments
               of long-term debt
|                                                                                            | 267                   |                       |  | 414
|                                                                                            |                       |                       |  |    

Celanese
  has a U.S. $700 million (€794 million) commercial paper program at December
  31, 2001. Celanese maintains committed revolving credit lines and term loans
  with several banks aggregating €1,656 million at December 31, 2001; the aggregate
  unused part thereof amounts to €1,343 million, of which U.S. $335 million (€380
  million) were used as credit backup for Celaneses commercial paper program.

Celanese
  had outstanding letters of credit amounting to €110 million at December 31,
  2001 and €171 million at December 31, 2000.

Short-term
  borrowings and current installments of long-term debt are principally denominated
  in U.S. dollars and euro. The weighted average interest rate in 2000 for current
  installments of long-term debt excludes the impact of a supplemental redemption
  amount paid at the maturity of a note. An interest rate swap was designated
  to this note, including the supplemental redemption amount, and resulted in
  a fixed interest rate of 6.7 percent. This note was included in the other line
  of long-term debt. (See Note 23)

F-25

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

15.   Debt
   (continued)

Long-term debt

|                                                                                                                                                               |     |                      
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ---------------------
|                                                                                                                                                               |     | At December 31,      
|                                                                                                                                                               |     |                      
|                                                                                                                                                               |     | 2001                 
|                                                                                                                                                               |     |                      
|                                                                                                                                                               |     | (in
      € millions)
|                                                                                                                                                               |     |                      
|Term
      notes:                                                                                                                                              |     |                      
|6.125%
      notes, due 2004                                                                                                                                   |     | 28                   
|7.125%
      medium-term notes, due 2009                                                                                                                       |     | 16                   
|Variable
      rate loans with interest rates as of December 31, 2000, or the
            debt maturity date if paid off in 2001,
      adjusted periodically:
|Due
      in 2003                                                                                                                                              |     |                     
|Due
      in 2003, interest rate of 2.01%                                                                                                                      |     | 113                  
|Due
      in 2005, interest rate of 2.28%                                                                                                                      |     | 199                  
|Due
      in 2005                                                                                                                                              |     |                     
|Due
      in 2005                                                                                                                                              |     |                     
|Pollution
      control and industrial revenue bonds, interest rates ranging
            from 5.2% to 9.0%, due at various dates
      through 2026           
|                                                                                                                                                               | 248 |                      
|Obligations
      under capital leases, due at various dates through 2012                                                                                      |     | 17                   
|Other                                                                                                                                                          |     |                     
|                                                                                                                                                               |     |                      
|Subtotal                                                                                                                                                       |     | 621                  
|Less:
      Current installments of long-term debt                                                                                                             |     | 8                    
|                                                                                                                                                               |     |                      
|Total
      long-term debt                                                                                                                                     |     | 613                  
|                                                                                                                                                               |     |                      

Substantially
  all of the above long-term borrowings are denominated in U.S. dollars. Certain
  loan agreements, entered into by Celanese subsidiaries, include equity ratio
  and other covenants that limit their ability to enter into certain transactions.
  As of December 31, 2001, Celanese was in compliance with all debt covenants.

Due
  to majority ownership clauses in the third party debt instruments, certain instruments
  had to be terminated by Celanese in connection with the demerger. Accordingly,
  Celanese incurred early termination costs of €15
  million, net of €10 million in taxes, which are included as an extraordinary
  item in 1999 in the accompanying consolidated statement of operations.

The maturities in 2002
  and thereafter are as follows:

|           | Total          
|---------- | ---------------
|           |                
|           | (in € millions)
|           |                
|2002       |                
|2003       |                
|2004       |                
|2005       |                
|2006       |                
|Thereafter |                
|           |                
|Total      |                
|           |                

Celanese
  recorded interest expense of €81 million, €75 million and €111 million in 2001,
  2000 and 1999, respectively, of which €69 million, €65 million and €104 million,
  respectively, related to borrowings noted above. The remaining portion related
  to the interest component of discounted environmental liabilities, financial
  instruments and other liabilities.

F-26

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

16.Other
  Liabilities

|                                                                            |  |                      
|--------------------------------------------------------------------------- |  | ---------------------
|                                                                            |  | 2001                 
|                                                                            |  |                      
|                                                                            |  | (in
      € millions)
|                                                                            |  |                      
|Pension
      and postretirement medical and life obligations (See Note 19) |  | 1,159                
|Environmental
      liabilities (See Note 25)                               |  | 294                  
|Insurance
      liabilities                                                 |  | 214                  
|Other                                                                       |  | 266                  
|                                                                            |  |                      
|Total
      other liabilities                                               |  | 1,933                
|                                                                            |  |                      

Celanese
  was required to recognize an additional minimum liability for underfunded pension
  obligations of €411
  million for 2001 as compared to €11 million for 2000. (See Note 19)

17.   Cost
  of Raw Materials and Supplies

The
  following cost of raw materials and supplies reflect total costs incurred by
  continuing and discontinued operations in the respective periods:

|                                                      | 2001            |  |  | 2000  |  |  | 1999  | 
|----------------------------------------------------- | --------------- |  |  | ----- |  |  | ----- | 
|                                                      |                 |  |  |       |  |  |       | 
|                                                      | (in € millions) | 
|                                                      |                 | 
|Cost
      of raw materials, supplies and merchandise | 2,936           |  |  | 3,031 |  |  | 2,682 | 
|Cost
      of services purchased (primarily energy)   | 609             |  |  | 496   |  |  | 348   | 
|                                                      |                 |  |  |       |  |  |       | 
|Total
      cost of raw materials and supplies        | 3,545           |  |  | 3,527 |  |  | 3,030 | 
|                                                      |                 |  |  |       |  |  |       | 

18.   Personnel
  Expenses

The
  following personnel expenses reflect total costs incurred by continuing and
  discontinued operations in therespective periods:

|                                                                                                                                 |  | 2001            |  |  | 2000  |  |  | 1999  | 
|-------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  |  | ----- |  |  | ----- | 
|                                                                                                                                 |  |                 |  |  |       |  |  |       | 
|                                                                                                                                 |  | (in € millions) | 
|                                                                                                                                 |  |                 | 
|Wages
      and salaries                                                                                                         |  | 767             |  |  | 777   |  |  | 814   | 
|Social
      security contributions                                                                                              |  | 82              |  |  | 85    |  |  | 87    | 
|Other                                                                                                                            |  | 77              |  |  | 125   |  |  | 102   | 
|                                                                                                                                 |  |                 |  |  |       |  |  |       | 
|Personnel
      expenses excluding pensions and similar benefits
                     and
      restructuring severance expenses |  | 926             |  |  | 987   |  |  | 1,003 | 
|Pensions
      and similar benefits                                                                                              |  | 125             |  |  | 127   |  |  | 122   | 
|                                                                                                                                 |  |                 |  |  |       |  |  |       | 
|Personnel
      expenses excluding restructuring severance expenses                                                              |  | 1,051           |  |  | 1,114 |  |  | 1,125 | 
|Restructuring
      severance expenses                                                                                           |  | 133             |  |  | 46    |  |  | 116   | 
|                                                                                                                                 |  |                 |  |  |       |  |  |       | 
|Total
      cost of personnel expenses                                                                                           |  | 1,184           |  |  | 1,160 |  |  | 1,241 | 
|                                                                                                                                 |  |                 |  |  |       |  |  |       | 

19.   Benefit
  Obligations

Pension
  obligations  Pension obligations are established for benefits
  payable in the form of retirement, disability and surviving dependent pensions.
  The benefits offered vary according to the legal, fiscal and economic conditions
  of each country. The commitments result from participation in defined contribution
  and defined benefit plans, primarily in the U.S. Benefits are dependent on years
  of service and the employees compensation. Supplemental retirement benefits
  provided to certain employees are non-qualified for U.S. tax purposes. Separate
  trusts have been established for some non-qualified plans.

Defined
  benefit pension plans exist at certain locations in Europe and North America.
  Independent trusts or insurance companies administer the majority of these plans.
  Actuarial valuations for these plans are generally prepared annually.

F-27

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

19.Benefit
  Obligations  (continued)

Celanese
  sponsors various defined contribution plans in Europe and North America covering
  certain employees. Employees may contribute to these plans and Celanese may
  match these contributions in varying amounts. Celaneses contributions
  to the defined contribution plans are based on specified percentages of employee
  contributions and aggregated €15 million in 2001 and €17 million in 2000.

Other
  postretirement benefit plans Certain retired employees receive
  postretirement medical benefits under plans established by Celanese. These plans
  can be modified or terminated at any time by Celanese. Nearly all Celanese employees
  in the U.S. are eligible to receive such benefits after reaching age 55 at termination,
  with a minimum of 10 years of service. Generally, the percentage of premium
  for plan coverage shared by Celanese and the employee is based upon years of
  service. Post-65 retirement medical coverage was eliminated for all employees
  under age 50 on January 1, 2001, and all employees hired or rehired after January
  1, 2001.

|                                               |  |                        |   | 
|---------------------------------------------- |  | ---------------------- | - | 
|                                               |  | Pension
      Benefits |   | 
|                                               |  |                        |   | 
|                                               |  | 2001                   |   | 
|                                               |  |                        |   | 
|                                               |  | (in
      € millions)  |  
|Change
      in benefit obligations            |  |                        |  
|Benefit
      obligations at beginning of year |  | 2,307                  |   | 
|Service
      cost                             |  | 36                     |   | 
|Interest
      cost                            |  | 181                    |   | 
|Participant
      contributions                |  | 1                      |   | 
|Plan
      amendments                          |  | 8                      |   | 
|Actuarial
      (gains) losses                 |  | 209                    |   | 
|Acquisitions                                   |  |                       |   | 
|Special
      termination benefits             |  | 1                      |   | 
|Divestitures                                   |  |                       |   | 
|Settlements                                    |  | (22                    | ) | 
|Curtailments                                   |  |                       |   | 
|Benefits
      paid                            |  | (165                   | ) | 
|Foreign
      currency exchange rate changes   |  | 122                    |   | 
|                                               |  |                        |   | 
|Benefit
      obligations at end of year       |  | 2,678                  |   | 
|                                               |  |                        |   | 



F-28

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

19.Benefit
  Obligations  (continued)

|                                                          |  |                        |   | 
|--------------------------------------------------------- |  | ---------------------- | - | 
|                                                          |  | Pension
      Benefits |   | 
|                                                          |  |                        |   | 
|                                                          |  | 2001                   |   | 
|                                                          |  |                        |   | 
|                                                          |  | (in
      € millions) 
|                                                          |  |                        |  
|Change
      in plan assets                               |  |                        |   | 
|Fair
      value of plan assets at beginning of year      |  | 1,994                  |   | 
|Actual
      (loss) return on plan assets                 |  | (302                   | ) | 
|Company
      contributions                               |  | 134                    |   | 
|Participant
      contributions                           |  | 1                      |   | 
|Acquisitions                                              |  |                       |   | 
|Divestitures                                              |  |                       |   | 
|Settlements                                               |  | (18                    | ) | 
|Benefits
      paid                                       |  | (165                   | ) | 
|Foreign
      currency exchange rate changes              |  | 97                     |   | 
|                                                          |  |                        |   | 
|Fair
      value of plan assets at end of year            |  | 1,741                  |   | 
|                                                          |  |                        |   | 
|Funded
      status                                       |  | (937                   | ) | 
|Unrecognized
      prior service cost (benefit)           |  | 56                     |   | 
|Unrecognized
      actuarial loss (gain)                  |  | 558                    |   | 
|Unrecognized
      net transition asset                   |  | (4                     | ) | 
|Fourth
      quarter contribution                         |  | 119                    |   | 
|                                                          |  |                        |   | 
|Net
      amount recognized                               |  | (208                   | ) | 
|                                                          |  |                        |   | 
|Amounts
      recognized in the accompanying consolidated
|Balance
      sheets                                     
|Accrued
      benefit cost                                |  | (670                   | ) | 
|Intangible
      asset(1)                                 |  | 51                     |   | 
|Accumulated
      other comprehensive income (loss)       |  | 411                    |   | 
|                                                          |  |                        |   | 
|Net
      amount recognized                               |  | (208                   | ) | 
|                                                          |  |                        |   | 

|   
|---
|(1)

F-29

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

19.Benefit
  Obligations  (continued)

For
  measurement purposes, a 5.5 percent annual rate of increase in the per capita
  cost of covered health care benefits was assumed in 2001 and later.

|                                                       |  |                        |   |  |                      |  
|------------------------------------------------------ |  | ---------------------- | - |  | -------------------- | -
|                                                       |  | Persion
      Benefits |   |  | Other
      Benefits |  
|                                                       |  |                        |   |  |                      |  
|                                                       |  | 2001                   |   |  | 2000                 |  
|                                                       |  |                        |   |  |                      |  
|                                                       |  | (in
      € millions) 
|                                                       |  |                        |  
|Components
      of net periodic benefit cost          |  |                        |   |  |                      |  
|Service
      cost                                     |  | 35                     |   |  | 33                   |  
|Interest
      cost                                    |  | 182                    |   |  | 175                  |  
|Expected
      return on plan assets                   |  | (174                   | ) |  | (160                 | )
|Amortization
      of prior service cost               |  | 15                     |   |  | 8                    |  
|Recognized
      actuarial loss                        |  |                       |   |  | 1                    |  
|Amortization
      of the unamortized obligation       |  | (2                     | ) |  | (2                   | )
|Curtailment
      loss (gain)                          |  | 1                      |   |  | 6                    |  
|Settlement
      loss                                  |  | 1                      |   |  | 2                    |  
|                                                       |  |                        |   |  |                      |  
|Net
      periodic benefit cost                        |  | 58                     |   |  | 63                   |  
|                                                       |  |                        |   |  |                      |  
|Weighted-average
      assumptions as of September 30, | 
|Discount
      rate                                    |  | 7.20                   | % |  | 7.70                 | %
|Expected
      return on plan assets                   |  | 8.20                   | % |  | 8.20                 | %
|Rate
      of increase in future compensation levels   |  | 3.40                   | % |  | 3.70                 | %

The
  projected benefit obligation, accumulated benefit obligation, and fair value
  of plan assets for the pension plans with accumulated benefit obligations in
  excess of plan assets were €2,553 million, €2,436 million and €1,615
  million as of December 31, 2001, respectively, and €2,158 million, €2,080 million
  and €1,822 million as of December 31, 2000, respectively.

In
  2001, Celanese recorded a €400 million additional minimum liability to other
  liabilities in the consolidated balance sheet. This resulted from a decline
  in the value of pension plan assets and a decline in the discount rate used
  to value pension plan obligations. As a result of this adjustment, accumulated
  other comprehensive income (loss) in the consolidated statement in shareholders
  equity was reduced by €255 million, net of taxes of €145
  million.

Included
  in the pension obligations above are liabilities relating to supplemental retirement
  plans for certain employees amounting to €208 million and €188 million as of
  December 31, 2001 and 2000, respectively. Pension expense relating to these
  plans included in net periodic benefit cost totaled €19 million, €18 million
  and €22 million for
  2001, 2000 and 1999, respectively. To fund these obligations, Celanese has established
  non-qualified trusts, included within other non-current assets, which have market
  values of €139 million and €133
  million at December 31, 2001 and 2000, respectively, and recognized interest
  income of €7 million, €8
  million and €6 million for 2001, 2000 and 1999, respectively.

Assumed
  health care cost trend rates have a significant effect on the amounts reported
  for the health care plans. A one-percentage-point change in assumed health care
  cost trend rates would have the following effects:

|                                                              | One
      Percent 
      Increase |    | One
      Percent
      Decrease
|------------------------------------------------------------- | --------------------------------- | -- | --------------------------------
|                                                              |                                   |    |                                 
|                                                              | (in € millions)                  
|                                                              |                                  
|Effect
      on total of service and interest cost components |                                   | 2  |                                 
|Effect
      on postretirement obligation                     |                                   | 28 |                                 

F-30

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

19.Benefit
  Obligations  (continued)

The
  following table represents additional pension liabilities and other similar
  obligations:

|                           |  |                      
|-------------------------- |  | ---------------------
|                           |  | 2001                 
|                           |  |                      
|                           |  | (in
      € millions)
|                           |  |                      
|Other
      Obligations    |  |                      
|Long-term
      disability |  | 85                   
|Other                      |  | 31                   
|                           |  |                      
|                           |  | 116                  
|                           |  |                      



20.    Shareholders
  Equity

Prior
  to the Effective Date, shareholders equity represented the historical
  equity of the Businesses and activities combined as Celanese. Pre-distribution
  equity represented equity less accumulated other comprehensive income (loss)
  of the combined Businesses and the effects of transfers between Celanese and
  Hoechst which do not give rise to receivables or payables intended to be settled
  between these two groups of companies.

Upon
  the Effective Date, Hoechst shareholders received a distribution from Hoechst
  in the form of Celanese shares as a result of the demerger. Each Hoechst shareholder
  received one (1) share of Celanese for every ten (10) shares of Hoechst they
  held. Hoechst did not retain any Celanese shares following the distribution.

At
  the Annual General Meeting of Celanese AG held on May 9, 2000, shareholders
  authorized the Board of Management to acquire by November 9, 2001, Company shares
  representing up to a maximum of 10 percent of its 55,915,369 shares outstanding.
  During 2000, Celanese repurchased 5,591,500 shares at a total cost of
  €123 million, of which €4
  million was incurred during 1999 related to the purchase of call options. During
  2001 and 2000, respectively, 8,536 shares and 2,486 shares of treasury stock
  were issued to members of the Supervisory Board as part of their annual compensation.

In
  2001, total shareholders equity was reduced by €255 million, net of taxes,
  for an additional minimum liability adjustment for pensions. (See Note 19)

Comprehensive
  income (loss), which is displayed in the consolidated statement of shareholders
  equity, represents net earnings (loss) plus the results of certain shareholders
  equity changes not reflected in the consolidated statement of operations.

The
  after-tax components of accumulated other comprehensive income (loss) are as
  follows:

|                                      |                                                         |     |                                          |  |                                      
|------------------------------------- | ------------------------------------------------------- | --- | ---------------------------------------- |  | -------------------------------------
|                                      | Unrealized
      Gain/
      (Loss) on
      Securities |     | Foreign
      Currency
      Translation |  | Minimum
      Pension
      Liability
|                                      |                                                         |     |                                          |  |                                      
|                                      | (in
      € millions)                                  
|                                      |                                                        
|Balance
      at December 31, 1998(1) |                                                         | 10  |                                          |  |                                      
|Current-period
      change           |                                                         | (11 | )                                        |  |                                      
|                                      |                                                         |     |                                          |  |                                      
|Balance
      at December 31, 1999    |                                                         | (1  | )                                        |  |                                      
|Current-period
      change           |                                                         | 7   |                                          |  |                                      
|                                      |                                                         |     |                                          |  |                                      
|Balance
      at December 31, 2000    |                                                         | 6   |                                          |  |                                      
|Current-period
      change           |                                                         | (4  | )                                        |  |                                      
|                                      |                                                         |     |                                          |  |                                      
|Balance
      at December 31, 2001    |                                                         | 2   |                                          |  |                                      
|                                      |                                                         |     |                                          |  |                                      

|   
|---
|(1)

F-31

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

21.   Stock-based
  Compensation

In
  connection with the demerger, Celanese assumed obligations associated with the
  Hoechst 1997 Stock Appreciation Rights Plan (the 1997 Hoechst SAR Plan)
  and the Hoechst 1998 Stock Option Plan (the 1998 Hoechst Option Plan)
  for participating Celanese employees under these compensation programs. As a
  result of the merger of Hoechst and Rhône-Poulenc to form Aventis in December
  1999, the terms and conditions of these compensation programs were modified
  to take into account the changed circumstances.

During
  1997, Celanese employees participating in the 1997 Hoechst SAR Plan were granted
  168,500 stock appreciation rights (Rights). These Rights have a
  five-year term and generally were exercisable in whole or in part, subject to
  certain limitations, at any time during the period between September 9, 1999
  and September 9, 2002, provided that at the time of exercise, the closing price
  of an ordinary share of Hoechst on the Frankfurt Stock Exchange was at least
  125 percent of the grant price. The grant price of these Rights was €37.73 per
  share. Rights remaining unexercised as of September 9, 2002 will automatically
  be exercised as of that date only if the closing price of the shares are at
  least 125 percent of the grant price. Following the demerger and the creation
  of Aventis, the terms of the 1997 Hoechst SAR Plan have been modified to take
  into consideration the conversion of Hoechst shares into Aventis shares. The
  grant price of €37.73 per Hoechst share has been converted to €45.43 per Aventis
  share. As a result of this modification, the number of rights granted was converted
  to 139,922 from 168,500, of which 61,912 Rights remain outstanding as of December
  31, 2001. The creation of Aventis triggered a change of control provision contained
  in the 1997 Hoechst SAR Plan and accordingly, these rights are now considered
  fully vested. Additionally, all hurdles for the exercise of the Rights were
  eliminated. As part of the demerger, Hoechst has agreed to indemnify Celanese
  for all expenses associated with the 1997 Hoechst SAR Plan.

During
  1998, Celanese employees participating in the 1998 Hoechst Option Plan were
  granted 124,774 options. These options have a five-year term and generally will
  be exercisable in whole or in part, subject to certain limitations, at any time
  during the period between September 30, 2001 until September 30, 2003, provided
  that, at the time of exercise, the closing price of an ordinary share of Hoechst
  on the Frankfurt Stock Exchange must meet the following hurdles, such as, the
  closing price must be at least 125 percent of the grant price and the Hoechst
  share price must exceed the performance of the share price of eight out of seventeen
  peer group companies as defined by the Board of Management of Hoechst. The grant
  price of these options was €34.88 per share. As a result of the demerger and
  the creation of Aventis, the terms of the 1998 Hoechst Option Plan were modified
  to take into consideration the conversion of Hoechst shares into Aventis shares.
  Celanese employees that were covered under the 1998 Hoechst Stock Option Plan
  had the option to continue the plan as the Aventis Option Plan, convert it into
  a form of Celanese Rights or to receive a cash distribution. In the case of
  continuing the plan as the Aventis Option Plan, the grant price was converted
  from €34.88 per Hoechst share to €42.01 per Aventis share. The creation of Aventis
  triggered a change of control provision contained in the 1998 Hoechst Option
  Plan and accordingly, these rights were considered fully vested at September
  30, 2001. Additionally, all performance hurdles for the exercise of the options
  were eliminated. As of December 31, 2001, 22,021 Aventis options remain outstanding.
  Unexercised options as of September 30, 2003 will be forfeited as of that date.
  In the case of electing to convert the options into a form of Celanese Rights,
  the number of shares under option were converted to 43,750 Celanese Rights,
  all of which remain outstanding as of December 31, 2001. The conditions for
  the exercise of these Celanese Rights are based on the same requirements as
  those in the 1999 Celanese Equity Participation Plan discussed below. The base
  price of the Rights was fixed at €16.37 per share.

Celanese
  employees who chose to receive a cash distribution were paid €15.30 per Hoechst
  option. Celanese recognized expense of less than €1 million in 2001, 2000 and
  1999 for the 1998 Hoechst Option Plan.

During
  1999, Celanese adopted the Equity Participation Plan (the 1999 Celanese
  EPP) and the Long-Term Incentive Plan (the 1999 Celanese LTIP).
  The 1999 Celanese EPP covers the Board of Management and executives of Celanese.
  The participants in the 1999 Celanese EPP were required to purchase a defined
  value of Celanese stock over a one or two year period. The Rights granted under
  the 1999 Celanese EPP were based on the required amount of money invested in
  Celanese shares by the participant, divided by the base price of the stock and
  multiplied by two. Rights granted under the EPP have a ten-year term and generally
  will be exercisable in whole

F-32

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

21.Stock-based
  Compensation  (continued)

or in part, subject to
  certain limitations, at any time during the period between October 25, 2001
  and October 25, 2009, provided at the time of exercise, the performance of an
  ordinary share of Celanese on the Frankfurt Stock Exchange must exceed the median
  of performance of the share prices of Celaneses peer group companies as
  defined by the Celanese Board of Management. Under the 1999 Celanese EPP, the
  participant will receive the cash difference between the base price and the
  Celanese share price on the day of exercise. During 1999, Celanese granted approximately
  2.5 million Rights to the 1999 Celanese EPP participants. During 2001, Celanese
  granted an additional 0.1 million Rights to the 1999 Celanese EPP participants.
  Of the total 2.6 million Rights granted, 2 million remain outstanding at December
  31, 2001. Rights remaining unexercised as of October 26, 2009 will be deemed
  to have been forfeited as of that date. The grant price of these Rights was
  €16.37 per share. Celanese recognized expense of €5 million, €4 million and
  less than €1 million for the 1999 Celanese EPP during 2001, 2000 and 1999, respectively.

The
  1999 Celanese LTIP covers the Board of Management and senior executives of Celanese.
  Rights granted under the 1999 Celanese LTIP have a ten-year term and generally
  are exercisable in whole or in part, subject to certain limitations, at any
  time during the period between October 25, 2001 and October 25, 2009, provided
  at the time of exercise, the performance of an ordinary share of Celanese on
  the Frankfurt Stock Exchange must exceed the performance of the median of the
  share prices of Celaneses peer group companies as defined by the Board
  of Management of Celanese. Under the 1999 Celanese LTIP, the participant will
  receive the cash difference between the base price and the share price of Celanese
  on the day of exercise. During 1999, Celanese granted approximately 2.5 million
  Rights to the participants under the 1999 Celanese LTIP, of which 1.9 million
  remain outstanding at December 31, 2001. Rights remaining unexercised as of
  October 26, 2009 will be deemed to have been forfeited as of that date. The
  grant price of these Rights was €16.37 per share. Celanese recognized expense
  of €5 million, €3 million and less than €1 million for the 1999 Celanese LTIP in 2001, 2000 and
  1999, respectively.

Effective
  January 16, 2001, Celanese adopted the Long-Term Incentive Plan (the 2000
  Celanese LTIP). The 2000 Celanese LTIP covers the Board of Management
  and senior executives of Celanese. Rights granted under the LTIP have a ten-year
  term and generally will be exercisable in whole or in part, subject to certain
  limitations, at any time during the period between January 15, 2003 and January
  14, 2011, provided at the time of exercise, the performance of an ordinary share
  of Celanese on the Frankfurt Stock Exchange must exceed the performances of
  the median of the share prices of Celaneses peer group companies as defined
  by the Board of Management of Celanese. Under the 2000 Celanese LTIP, the participant
  will receive the cash difference between the base price and the share price
  of Celanese on the day of exercise. In January 2001, Celanese granted approximately
  2 million Rights to the participants under the 2000 Celanese LTIP, all of which
  remain outstanding at December 31, 2001. Celanese recognized expense of approximately
  €1 million during 2001 for the 2000 Celanese LTIP. Rights remaining unexercised
  as of January 15, 2011 will be deemed to have been forfeited as of that date.
  The grant price of these Rights was €19.56 per share.

Celanese
  adopted a Stock Participation Plan (the 2000 Celanese SPP) on January
  15, 2001. Under this plan, every eligible employee who purchased a prescribed
  amount of Celanese stock during the plan designated period in the first quarter
  of 2001 received a 35 percent reimbursement from Celanese. As a result, compensation
  expense of €2 million was recognized during 2001 for the 2000 Celanese SPP.

During
  2001, 8,536 shares of treasury stock and the cash equivalent of 683 shares of
  treasury stock were issued to members of the Supervisory Board as part of their
  annual compensation. During 2000, 2,486 shares of treasury stock were issued
  to members of the Supervisory Board as part of their annual compensation.

F-33

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

21.Stock-based
  Compensation  (continued)

A
  summary of the activity related to SAR plans as of and for the years ended December
  31, 2001, 2000 and 1999 is presented (SARs in millions):

|                                       |                       |      |                                        |  |                      |      
|-------------------------------------- | --------------------- | ---- | -------------------------------------- |  | -------------------- | -----
|                                       | 2001                  |      | 2000                                   |  | 1999                
|                                       |                       |      |                                        |  |                     
|                                       | Number
      of SARs  |      | Weighted-
      Avg. Grant
      Price |  | Number
      of SARs |      
|                                       |                       |      |                                        |  |                      |      
|                                       | (in
      € millions)
|                                       |                      
|Outstanding
      at beginning of year |                       | 4.5  |                                        |  |                      | 16.37
|Granted                                |                       | 2.1  |                                        |  |                      | 19.41
|Exercised                              |                       | (0.5 | )                                      |  |                      | 16.37
|Forfeited                              |                       | (0.2 | )                                      |  |                      | 16.37
|                                       |                       |      |                                        |  |                      |      
|Outstanding
      at end of year       |                       | 5.9  |                                        |  |                      | 17.45
|                                       |                       |      |                                        |  |                      |      
|SARs
      exercisable at end of year  |                       | 3.9  |                                        |  |                      | 16.37
|                                       |                       |      |                                        |  |                      |      

22.   Leases

Total
  minimum rent charged to operations under all operating leases was €58 million,
  €62 million and €67 million in 2001, 2000 and 1999, respectively. Future minimum
  lease payments under rental and lease agreements which have initial or remaining
  terms in excess of one year at December 31, 2001 are as follows:

|                                                     | Capital               |    | Operating
|---------------------------------------------------- | --------------------- | -- | ---------
|                                                     |                       |    |          
|                                                     | (in
      € millions)
|                                                     |                      
|2002                                                 |                       | 3  |          
|2003                                                 |                       | 3  |          
|2004                                                 |                       | 3  |          
|2005                                                 |                       | 3  |          
|2006                                                 |                       | 3  |          
|Later
      years                                    |                       | 8  |          
|Sublease
      income                                |                       |   |          
|                                                     |                       |    |          
|Minimum
      lease commitments                      |                       | 23 |          
|                                                     |                       |    |          
|Less
      amounts representing interest             |                       | 6  |          
|                                                     |                       |    |          
|Present
      value of net minimum lease obligations |                       | 17 |          
|                                                     |                       |    |          

The
  related assets for capital leases are included in machinery and equipment in
  the consolidated balance sheets.

Management
  expects that, in the normal course of business, leases that expire will be renewed
  or replaced by other leases.

23.   Financial
  Instruments

In
  the normal course of business, Celanese uses various financial instruments,
  including derivative financial instruments,
  to cover interest rate, currency, certain raw material price and stock based
  compensation exposures. Celanese does not use derivative financial instruments
  for speculative purposes.

Interest Rate Risk
  Management

Celanese
  enters into interest rate swap agreements to reduce the exposure of interest
  rate risk inherent in Celaneses debt composition. Celaneses interest
  rate derivative policy is to lock in borrowing rates to achieve a desired level
  of fixed/floating rate debt. Celanese had open interest rate swaps with a notional
  amount of €340 million
  and €344 million at December 31, 2001 and 2000, respectively. Celanese believes
  its credit risk exposure related to counterparty default on instruments is not
  material. Celanese recognized net interest expense

F-34

---

CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

23.   Financial
  Instruments - (continued)

from hedging activities
  relating to interest rate swaps of €6 million in 2001 and €1 million in 2000.
  As of December 31, 2001, Celaneses interest rate swaps, designated as
  cash flow hedges, resulted in an increase in total assets and total liabilities
  and a decrease in shareholders equity of €2 million, €11 million and €4
  million, net of related income tax of €2 million, respectively. During the year
  ended December 31, 2001, the Company recorded a net loss of €5 million in interest
  and other income, net for the ineffective portion of the interest rate swaps.
  The amount of losses expected to be reclassified from accumulated other comprehensive
  income (loss) into earnings within the next twelve months is not currently determinable.

For
  periods prior to the Effective Date, Hoechst managed its interest rate risk
  exposure on a worldwide basis, of which Celanese was a component. Pursuant to
  the Demerger Agreement, Celanese maintained interest rate swaps that were used
  to hedge variable rate debt of Celanese as well as other Hoechst affiliates.
  In the periods prior to the Effective Date, the excess notional values of these
  swaps over the variable rate debt being maintained by Celanese had not been
  marked to market in the accompanying Consolidated Financial Statements. On the
  Effective Date, Celanese recognized a mark to market adjustment of €1 million,
  associated with these excess swaps, as an equity adjustment and a corresponding
  deferred credit to be amortized over the remaining life of the swaps. Additionally,
  Celanese unwound the excess swaps that previously hedged the Hoechst related
  debt, which resulted in a €1 million charge to the consolidated statement of
  operations in 1999.

In
  September 1999, Celanese tendered a portion of its outstanding variable rate
  debt. As a result, Celanese unwound the related interest rate swaps associated
  with this variable rate debt and recorded the related costs as a component of
  extraordinary expense in the consolidated statement of operations in 1999.

Foreign Exchange Risk
  Management

Certain
  Celanese entities have receivables and payables denominated in currencies other
  than their respective functional currencies, which creates foreign exchange
  risk. Accordingly, Celanese enters into foreign currency forwards and options
  to minimize its exposure to foreign currency fluctuations. The foreign currency
  contracts are fair value hedges mainly for booked exposure and, in some cases,
  anticipated exposure. Contracts with notional amounts totaling approximately
  €1,013 million and €865 million at December 31, 2001 and 2000, respectively,
  are predominantly in U.S. dollars, British pound sterling, Japanese yen, Mexican
  pesos and Canadian dollars. Certain of Celaneses foreign currency forward
  contracts did not meet the criteria of SFAS No. 133 to qualify for hedge accounting.
  Celanese recognizes net foreign currency transaction gains or losses on the
  underlying transactions, which are offset by losses and gains related to foreign
  currency forward contracts. During the year ended December 31, 2001, Celanese
  hedged all of its dollar denominated inter-company loans held by euro denominated
  entities therefore, there was no material net effect in interest and other income,
  net. During the year ended December 31, 2000, these contracts hedged only a
  portion of Celanese dollar denominated inter-company loans held by euro denominated
  entities. As a result, a net gain of approximately €30 million was recorded
  to interest and other income, net in 2000.

Commodity Risk Management

Celaneses
  policy allows the purchase of up to 80 percent of its natural gas and butane
  requirements generally up to 18 months forward using forward purchase or cash-settled
  swap contracts to manage its exposure to fluctuating feed stock and energy costs.
  Throughout 2001, Celanese had entered into natural gas forward and cash-settled
  swap contracts for slightly less than 50 percent of its natural gas requirements,
  generally for 3 to 6 months forward. The fixed price natural gas forward contracts
  are principally settled through actual delivery of the physical commodity. The
  maturities of the cash-settled swap contracts correlate to the actual purchases
  of the commodity and have the effect of securing predetermined prices for the
  underlying commodity. While these contracts are structured to limit Celaneses
  exposure to increases in commodity prices, they can also limit the potential
  benefit Celanese might have otherwise received from decreases in commodity prices.
  These cash-settled swap contracts are accounted for as cash flow hedges. Realized
  gains and losses are included in the cost of the

F-35

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

23.   Financial
  Instruments - (continued)

commodity upon settlement
  of the contract. Celanese recognized a loss of €2 million from natural gas swap
  contracts in 2001. There is no material impact on the balance sheet at December
  31, 2001. The effective portion of unrealized gains and losses associated with
  the cash-settled swap contracts of less than €1 million at December 31, 2001
  is recorded as a component of accumulated other comprehensive income (loss)
  until the underlying hedged transactions are reported in Celaneses consolidated
  statement of operations.

Stock Based Compensation
  Risk Management

During
  2001, Celanese purchased call options for one million shares of Celanese stock
  to partially offset its exposure of the 2000 LTIP. These options have a maturity
  of two years, a strike price of €19.56 per share and an average premium of €4.39
  per share. The options allow settlement in cash only. The options had a market
  value as of December 31, 2001 of €4 million and €1 million was recorded as an
  increase to accumulated other comprehensive income (loss).

As
  of December 31,1999, Celanese purchased call options to purchase 1.2 million
  shares of Celanese stock to offset its exposure of the LTIP and EPP. These options
  had a maturity of six months, a strike price of €16.3705 per share and an average
  premium of €3.16 per share so that the total premium paid through December 31,
  1999 amounted to €4 million. The market value of these options at December 31,
  1999 was €4 million. As the options allowed settlement in either cash or stock,
  at the choice of Celanese, €4 million was recorded as a decrease to additional
  paid in capital. In 2000, Celanese settled the call options to purchase 1.2
  million shares of treasury stock. As a result, additional paid-in-capital was
  increased and treasury stock was decreased for €4 million.

Fair Value of Financial
  Instruments

Summarized
  below are the carrying values and estimated fair values of Celaneses financial
  instruments as of December 31, 2001 and 2000. For these purposes, the fair value
  of a financial instrument is the amount at which the instrument could be exchanged
  in a current transaction between willing parties.

|                                                      |                       |     |                  | 
|----------------------------------------------------- | --------------------- | --- | ---------------- | 
|                                                      | 2001                  |     | 2000            
|                                                      |                       |     |                 
|                                                      | Carrying
      Amount |     | Fair
      Value | 
|                                                      |                       |     |                  | 
|                                                      | (in
      € millions)
|                                                      |                      
|Other
      assets  investments                      |                       | 273 |                  | 
|Long-term
      debt                                  |                       | 613 |                  | 
|Debt-related
      derivative instruments             |                       | (11 | )                | 
|Foreign
      exchange-related derivative instruments |                       | (19 | )                | 
|Call
      options on Celanese stock                  |                       | 4   |                  | 

At
  December 31, 2001 and 2000, the fair values of cash and cash equivalents, receivables,
  notes payable, trade payables, short-term debt and the current installments
  of long-term debt approximate carrying values due to the short-term nature of
  these instruments. These items have been excluded from the table. Additionally,
  certain long-term receivables, principally insurance recoverables, are carried
  at net realizable value. (See Note 24)

Included
  in other assets are certain investments accounted for under the cost method
  and long-term marketable securities classified as available for sale. In general,
  the cost investments are not publicly traded; however, Celanese believes that
  the carrying value approximates the fair value.

The
  fair value of long-term debt and debt-related financial instruments is estimated
  based upon the respective implied forward rates as of December 31, 2001, as
  well as quotations from investment bankers and on current rates of debt for
  similar type instruments.

F-36

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CELANESE AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

24.   Commitments
  and Contingencies

Celanese
  is involved in a number of legal proceedings and claims incidental to the normal
  conduct of its business, relating to such matters as product liability, competition,
  past waste disposal practices and release of chemicals into the environment.
  While it is impossible at this time to determine with certainty the ultimate
  outcome of these lawsuits, management believes, based on the advice of legal
  counsel, that adequate provisions have been made and that the ultimate outcome
  will not have a material adverse effect on the financial position of Celanese,
  but may have a material adverse effect on the results of operations or cash
  flows in any given accounting period. (See Note 25)

Plumbing Actions

CNA
  Holdings, Inc. (CNA Holdings), which is a U.S. subsidiary of Celanese,
  includes the U.S. business now conducted by Ticona, along with Shell Chemical
  Company (Shell) and E. I. du Pont de Nemours (DuPont),
  among others, have been the defendants in a series of lawsuits, alleging that
  plastics manufactured by these companies that were utilized in the production
  of plumbing systems for residential property were defective or caused such plumbing
  systems to fail. Based on, among other things, the findings of outside experts
  and the successful use of Ticonas acetal copolymer in similar applications,
  CNA Holdings does not believe Ticonas acetal copolymer was defective or
  caused the plumbing systems to fail. In many cases CNA Holdings exposure
  may be limited by invocation of the statute of limitations since CNA Holdings
  ceased selling the resin for use in the plumbing systems in site built homes
  during 1986 and in manufactured homes during 1990.

CNA
  Holdings has been named a defendant in nine putative class actions as well as
  a defendant in other non-class actions filed in thirteen states and Canada.
  Class certification of recreational vehicle owners was denied by the Chancery
  Court of Tennessee, Weakley County in July 2001. In April 2000, the U.S. District
  Court for the District of New Jersey denied class certification for a putative
  class action (of insurance companies with respect to subrogation claims). The
  plaintiffs appeal to the Third Circuit Court of Appeals was denied in
  July 2000 and the case was subsequently dismissed. In September 2000, a similar
  putative class action seeking certification of the same class that was denied
  in the New Jersey matter was filed in Tennessee state court. An individual action
  (by Prudential Property & Casualty Insurance Company with respect to its
  subrogation claims) that was pending in the Superior Court of New Jersey, Camden
  has been settled for a minimal amount and was dismissed by the court.

In
  November 1995, CNA Holdings, DuPont and Shell entered into national class action
  settlements, which have been approved by the courts. The settlements call for
  the replacement of plumbing systems of claimants who have had qualifying leaks,
  as well as reimbursements for certain leak damage. Furthermore, the three companies
  have agreed to fund such replacements and reimbursements up to U.S. $950 million.
  There are additional pending lawsuits in approximately 20 jurisdictions not
  covered by this settlement; however, these cases do not involve (either individually
  or in the aggregate) a large number of homes, and management does not expect
  the obligations arising from these lawsuits to have a material adverse effect
  on CNA Holdings. In February 2000, CNA Holdings and Shell reached an agreement
  on the allocation of certain payments already made to the claimants and certain
  future payments between the parties pursuant to which Celanese paid Shell an
  amount which was fully accrued for in prior periods.

In
  1995, CNA Holdings and Shell settled the claims of certain individuals, owning
  110,000 property units, who are represented by a Texas law firm for an amount
  not to exceed U.S. $170 million. These claimants are also eligible for a replumb
  of their homes in accordance with the terms similar to those of the national
  class action settlement. CNA Holdings and Shells contributions under
  this settlement were subject to allocation as determined by binding arbitration.
  In addition, a lawsuit filed in November 1989, in Delaware Chancery Court between
  CNA Holdings and certain of its insurance companies relating to all claims incurred
  and to be incurred for the product liability exposure resulted in a partial
  declaratory judgment in CNA Holdings favor. As a result, settlements have
  been reached with a majority of CNA Holdings insurers specifying their
  responsibility for such claims.

F-37

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

24.   Commitments
  and Contingencies  (continued)

CNA
  Holdings has accrued its best estimate of its share of the plumbing actions.
  At December 31, 2001, Celanese had accrued an aggregate of €109 million for
  this matter, of which €33 million is included in current liabilities. Management
  believes that the plumbing actions are adequately provided for in the consolidated
  financial statements. However, if Celanese were to incur an additional charge
  for this matter, such a charge would not be expected to have a material adverse
  effect on the financial position, but may have a material adverse effect on
  the results of operations or cash flows of Celanese in any given accounting
  period. Celanese has recorded receivables relating to the anticipated recoveries
  from third party insurance carriers relating to this product liability matter.
  These receivables are based on the probability of collection, an opinion of
  external counsel, the settlement agreements reached with a majority of Celaneses
  insurance carriers whose coverage level exceeds the receivables and the status
  of current discussions with other insurance carriers. As of December 31, 2001,
  Celanese had recorded €126 million in outstanding insurance claim receivables
  that are expected to be collected within the next five years. Collectability
  could vary depending on the financial status of the insurance carriers.

Sorbates Litigation

In
  1998, Nutrinova Inc., a U.S. subsidiary of Nutrinova Nutrition Specialties &
  Food Ingredients GmbH, then a wholly-owned subsidiary of Hoechst, received a
  grand jury subpoena from the U.S. District Court for the Northern District of
  California in connection with a U.S. criminal antitrust investigation of the
  sorbates industry. On May 3, 1999, Hoechst and the Government of the United
  States of America entered into an agreement under which Hoechst pled guilty
  to a one-count indictment charging Hoechst with participating in a conspiracy
  to fix prices and allocate market shares of sorbates sold in the U.S. Hoechst
  and the U.S. Government agreed to recommend that the U.S. District Court fine
  Hoechst U.S. $36 million. This fine is being paid over a 5 year period. Hoechst
  also agreed to cooperate with the Governments investigation and prosecutions
  related to the sorbates industry. The U.S. District Court accepted this plea
  on June 18, 1999 and imposed a penalty as recommended in the plea agreement.

In
  addition, during 1999 and 2000, nineteen civil antitrust actions, seeking monetary
  damages and other relief for alleged conduct involving the sorbates industry
  were filed in U.S. Federal and various state courts as well as in the Canadian
  provinces of Ontario and Quebec. During 2000 and 2001, Hoechst and Nutrinova
  entered into settlement agreements relating to actions pending in the states
  of California, Wisconsin, Kansas, New Mexico and Tennessee. Pursuant to these
  settlement agreements, all of which have been approved by the courts, Hoechst
  and Nutrinova paid a total of about U.S. $6 million. Seven separate actions
  involving direct purchasers of sorbates had been filed in the U.S. District
  Court for the Northern District of California and were consolidated into a single
  action in June 1999. In March 2000, the parties entered into a settlement of
  this consolidated civil antitrust federal action. Under the settlement agreement,
  Hoechst and the named Celanese subsidiaries paid approximately U.S. $21 million,
  U.S. $6 million of which was returned in December 2001 based on the volume of
  purchases made by companies that elected to exclude themselves from the class
  settlement. The remaining actions are still in the early stages of litigation.

Based
  on the advice of external counsel and a review of the existing facts and circumstances
  relating to the matter, including the status of claims filed and settled, Celanese
  has accrued liabilities aggregating €29 million at December 31, 2001 for the
  estimated loss relative to this matter including potential risks in other jurisdictions.
  Celanese recorded this amount prior to 2001. Although the outcome of this matter
  cannot be predicted with certainty, managements best estimate of the range
  of possible future losses (in addition to the amounts already recorded in the
  consolidated financial statements) as of December 31, 2001 is between €0 and
  €30 million. The estimated range of such possible future losses is managements
  best estimate based on the advice of external counsel taking into consideration
  potential fines and claims that may be imposed or made in other jurisdictions.

Pursuant
  to the Demerger Agreement, Hoechst has agreed to indemnify Celanese for 80 percent
  of any costs Celanese may incur relative to this matter. Accordingly, Celanese
  has recognized a receivable from Hoechst and a corresponding contribution of
  capital from this indemnification. The additional reserve and the estimated
  range of

F-38

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

24.   Commitments
  and Contingencies  (continued)

possible future losses,
  noted above, for this matter are gross of any recovery from Hoechst. Celanese
  believes that any resulting liabilities, net of amounts recoverable from Hoechst,
  will not, in the aggregate, have a material adverse effect on Celaneses
  financial position, but may have a material adverse effect on results of operations
  or cash flows in any given accounting period.

Other Matters

In
  the normal course of business, Celanese enters into commitments to purchase
  goods and services over a fixed period of time. Celanese maintains a number
  of take-or-pay contracts for the purchase of raw materials and utilities.
  At December 31, 2001, Celanese does not expect to incur any losses under these
  contractual arrangements. Additionally, at December 31, 2001, there were outstanding
  commitments relating to capital projects of approximately €95 million.

In
  July 2000, Celanese began production at its acetic acid plant in Singapore.
  Shortly thereafter, production was severely constrained by a suppliers
  inability to deliver carbon monoxide to the plant on a consistent and reliable
  basis. As a result, Celanese declared force majeure for acetic acid and vinyl
  acetate monomer to its Asian customers. Force majeure remained in effect
  until March 16, 2001. Celanese and the supplier came to an agreement on March
  20, 2001, whereby Celanese received a compensation payment of €35 million, €4
  million of which was recognized in 2000. Celanese received a subsequent payment
  in second quarter 2001 of €8 million for compensation related to April and May
  2001. The problems associated with the carbon monoxide supplier were resolved
  in the first half of 2001.

25.   Environmental

General
   Celanese is subject to environmental laws and regulations worldwide which
  impose limitations onthe
  discharge of pollutants into the air and water and establish standards for the
  treatment, storage and disposal of solid and hazardous wastes. Celanese believes
  that it is in substantial compliance with all applicable environmental laws
  and regulations.

In
  2001, Celaneses worldwide expenditures, including expenditures for legal
  compliance, internal environmental initiatives and remediation of active, orphan,
  divested and U.S. superfund sites totaled €106 million, of which €8 million
  was for capital projects.

It
  is anticipated that stringent environmental regulations will continue to be
  imposed on the chemical industry. Although Celanese cannot predict with certainty
  future environmental expenditures, especially expenditures beyond 2002, management
  believes that the current spending trends will continue.

Remediation Due to its industrial history Celanese has the obligation to remediate
  specific areas on its own sites as well as on divested, orphan or U.S. Superfund
  sites. In addition, as part of the demerger agreement with Hoechst, a specified
  portion of the responsibility for environmental liabilities from a number of
  divestitures was transferred to Celanese. Celanese has provided for such obligations
  when the event of loss is probable and reasonably estimable. (See Note 5)

In
  2001, 2000 and 1999, the total remediation efforts amounted to €8 million, €23
  million and €77 million, respectively. Celanese recognized €3 million of accretion
  in each of the three years 2001, 2000 and 1999 related to a discounted liability
  for certain fixed period remediation projects. The discount rate applied to
  these projects was 6 percent. Management believes that the environmental costs
  will not have a material adverse effect on the financial position of Celanese,
  but may have a material adverse effect on the results of operations or cash
  flows in any given accounting period.

Celanese
  recorded recoveries of €1 million and €17 million in 2001 and 2000, respectively.
  There are no receivables for recoveries at December 31, 2001 and 2000.

F-39

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

25.Environmental
   (continued)

German
  InfraServs Celanese has manufacturing operations at three locations
  in Germany: Oberhausen, Höchst, and Kelsterbach, and is holding interests
  in the companies which own and operate the former Hoechst sites in Wiesbaden
  and Knapsack. On January 1, 1997, coinciding with a reorganization of the Hoechst
  businesses in Germany, real estate service companies (InfraServs)
  were created to own directly the land and property and to provide various technical
  and administrative services at each of the manufacturing locations.

InfraServs
  are liable for any residual contamination and other pollution because they own
  the real estate on which the individual facilities operate. In addition, Hoechst,
  as the responsible party under German public law, is liable to third parties
  for all environmental damage that occurred while it was still the owner of the
  plants and real estate. The contribution agreements entered into in 1997 between
  Hoechst and the respective operating companies, as part of the carving out of
  these companies, provide that the operating companies will indemnify Hoechst
  against environmental liabilities resulting from the transferred businesses.
  Additionally, the InfraServs have agreed to indemnify Hoechst against any environmental
  liability arising out of or in connection with environmental pollution of any
  site.

The
  partnership agreements provide that, as between the partners, each partner is
  responsible for any contamination caused predominantly by such partner. Any
  liability which cannot be attributed to an InfraServ partner and for which no
  third party is responsible is required to be borne by the InfraServ in question.

In
  view of this potential obligation to eliminate residual contamination, the InfraServs
  have recorded provisions totaling about €259 million as of December 31, 2001,
  a portion of which may be recoverable from Hoechst. Of the €259 million total
  provision, €58 million has been included in the consolidated reserves for environmental
  liabilities of Celanese. The provision of €58 million was recorded for measures
  ordered by German authorities, mainly for landfill and land reclamation activities
  of InfraServ GmbH & Co. Deponie Knapsack KG (Deponie). Those
  measures were verified by third-party appraisals determining the amount of provision.
  Based on the facts and circumstances at December 31, 2001, no additional charges
  are expected. In December 2001, Celanese agreed to sell its interest in Deponie
  to Trienekens AG, a company active in all areas of waste management and majority-owned
  by RWE AG, one of Germanys biggest utility companies. The transaction
  will be finalized upon the approval of the German merger control authority.
  In the proposed transaction the above-mentioned €58 million reserve, Deponies
  financial assets, and receivables due from Celanese, as well as all of Deponie
  liabilities (including those corresponding to the reserve) will be transferred
  to the buyer.

If
  the InfraServ companies default on their respective indemnification obligations
  to eliminate residual contamination, the owners of the remaining participation
  in the InfraServ companies have agreed to fund such liabilities, subject to
  a number of limitations. To the extent that any liabilities are not satisfied
  by either the InfraServs or their owners, these liabilities are to be borne
  by Celanese in accordance with the Demerger Agreement. However, Hoechst will
  reimburse Celanese for two-thirds of any such costs.

F-40

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

25.Environmental
   (continued)

The
  German InfraServs are owned partially by Celanese, as noted below, and the remaining
  ownership is held by various other companies. Celaneses ownership interest
  and environmental liability participation percentages for such liabilities which
  cannot be attributed to an InfraServ partner were as follows at December 31,
  2001:

|Company                                        | Ownership % |  | Liability % | 
|---------------------------------------------- | ----------- |  | ----------- | 
|                                               |             |  |             | 
|InfraServ
      GmbH & Co. Gendorf KG          | 39.0%       |  | 10.0%       | 
|InfraServ
      GmbH & Co. Oberhausen KG       | 84.0%       |  | 75.0%       | 
|InfraServ
      GmbH & Co. Knapsack KG         | 27.0%       |  | 22.0%       | 
|InfraServ
      GmbH & Co. Deponie Knapsack KG | 100.0%      |  | 100.0%      | 
|InfraServ
      GmbH & Co. Kelsterbach KG      | 100.0%      |  | 100.0%      | 
|InfraServ
      GmbH & Co. Höchst KG           | 31.2%       |  | 40.0%       | 
|InfraServ
      GmbH & Co. Wiesbaden KG        | 17.9%       |  | 0.0%        | 
|InfraServ
      Verwaltungs GmbH               | 100.0%      |  | 0.0%        | 

U.S.
  Superfund Sites In the U.S., Celanese may be
  subject to substantial claims brought by U.S. Federal or state regulatory agencies
  or private individuals pursuant to statutory authority or common law. In particular,
  Celanese has a potential liability under the U.S. Federal Comprehensive Environmental
  Response, Compensation and Liability Act of 1980, as amended, and related state
  laws (collectively referred to as Superfund) for investigation and
  cleanup costs at approximately 100 sites. At most of these sites, numerous companies,
  including certain companies comprising Celanese, or one of its predecessor companies,
  have been notified that the EPA, state governing bodies or private individuals
  consider such companies to be potentially responsible parties (PRP)
  under Superfund or related laws. The proceedings relating to these sites are
  in various stages. The cleanup process has not been completed at most sites
  and the status of the insurance coverage for most of these proceedings is uncertain.
  Consequently, Celanese cannot determine accurately its ultimate liability for
  investigation or cleanup costs at these sites. At December 31, 2001 and 2000,
  Celanese had provisions totaling
  €16 million and €13 million, respectively, for U.S. Superfund sites and utilized
  €2 million and €3 million of these reserves in 2001 and 2000, respectively.
  Additional provisions of €5 million were recorded during 2001 as a result of
  a comprehensive reevaluation of obligations in North America. There were no
  additional provisions recorded during 2000 or 1999.

As
  events progress at each site for which it has been named a PRP, Celanese accrues,
  as appropriate, a liability for site cleanup. Such liabilities include all costs
  that are probable and can be reasonably estimated. In establishing these liabilities,
  Celanese considers its shipment of waste to a site, its percentage of total
  waste shipped to the site, the types of wastes involved, the conclusions of
  any studies, the magnitude of any remedial actions that may be necessary, and
  the number and viability of other PRPs. Often Celanese will join with other
  PRPs to sign joint defense agreements that will settle, among PRPs, each partys
  percentage allocation of costs at the site. Although the ultimate liability
  may differ from the estimate, Celanese routinely reviews the liabilities and
  revises the estimate, as appropriate, based on the most current information
  available.

Hoechst Liabilities In connection with the demerger, Celanese agreed to indemnify Hoechst
  for the first €250 million of future remediation liabilities for environmental
  damages arising from 19 specified divested Hoechst entities. Celanese has reserved
  approximately €111 million for these that is included as a component of the
  total environmental reserves discussed below. Payments made have totaled €20
  million. If such future liabilities exceed €250 million, Hoechst will bear such
  excess up to an additional €500 million. Thereafter, Celanese will bear one-third
  and Hoechst will bear two-thirds of any further environmental remediation liabilities.
  Where Celanese is unable to reasonably determine the probability of loss or
  estimate such loss under this indemnification, Celanese has not recognized any
  accrued liabilities relative to this indemnification.

F-41

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

26.   Special
  Charges

Special
  charges include provisions for restructuring and other expenses and income incurred
  outside the normal course of operations. Restructuring provisions represent
  costs related to severance and other benefit programs, as well as costs incurred
  in connection with a decision to exit non-strategic businesses and the related
  closure of facilities. These measures are based on formal management decisions,
  establishment of agreements with the employees representatives or individual
  agreements with the affected employees as well as the public announcement of
  the restructuring plan. The components of the 2001 and 2000 restructuring charges
  were as follows:

|                                                 |                                           |     |                            
|------------------------------------------------ | ----------------------------------------- | --- | ---------------------------
|                                                 | Employee
      Termination
      Benefits |     | Plant/Office
      Closures
|                                                 |                                           |     |                            
|                                                 | (in
      € millions)                    
|                                                 |                                          
|Restructuring
      reserve at December 31, 1999 |                                           | 108 |                            
|Restructuring
      additions                    |                                           | 46  |                            
|Cash
      and noncash uses                      |                                           | (97 | )                          
|Other
      changes                              |                                           | (24 | )                          
|Currency
      translation adjustments           |                                           | 4   |                            
|                                                 |                                           |     |                            
|Restructuring
      reserve at December 31, 2000 |                                           | 37  |                            
|Restructuring
      additions                    |                                           | 133 |                            
|Cash
      and noncash uses                      |                                           | (66 | )                          
|Other
      changes                              |                                           | (4  | )                          
|Currency
      translation adjustments           |                                           | 2   |                            
|                                                 |                                           |     |                            
|Restructuring
      reserve at December 31, 2001 |                                           | 102 |                            
|                                                 |                                           |     |                            

Included
  in the above restructuring reserves of €158 million and €99 million at December
  31, 2001 and 2000, respectively, are €20 million and €20 million, respectively,
  of long-term reserves included in other liabilities.

Project
  Focus, initiated in early 2001, set goals to reduce trade working
  capital by €100 million compared to end of year 2000 levels, limit capital expenditures
  to a maximum of last years level of €235 million and contribute €100 million
  to EBITDA from programs to increase efficiency. Project Forward
  was announced at the end of August 2001 and initiated additional restructuring
  and other measures to reduce costs and increase profitability. The restructuring
  initiatives detailed below are expected to result in a reduced cost base and
  operational efficiencies in 2002.

In
  2001, Celanese recorded special charges totaling €530 million, which consisted
  of €238 million of restructuring charges, which were reduced by €8 million of
  income for reimbursements from third party site partners and income from forfeited
  pension plan assets, €19 million of favorable adjustments to restructuring reserves
  recorded in 1999 and 2000 and €319 million of other special charges.

The
  €238 million of additions to the restructuring reserve included employee severance
  costs of €133 million and plant and office closure costs of €105 million. Employee
  severance costs consisted primarily of €42 million for the streamlining of chemical
  production and administrative positions in the United States, Germany and Singapore,
  €28 million for administrative and production positions at Ticona in the United
  States and Germany, €22 million for the restructuring of production and administrative
  positions in Mexico, €8 million for the closure of the acetic acid, pentaerythritol
  and vinyl acetate monomer units and the elimination of administrative positions
  in Edmonton, €7 million for the elimination of corporate administrative positions,
  €6 million resulting from the closure of a chemical research and development
  center in the United States , €5 million for the shut-down of acetate filament
  production at Lanaken, Belgium, €11 million for the shut-down of acetate filament
  production at Rock Hill, South Carolina and €4 million for Trespaphan restructuring
  in Germany, France, Mexico and the United States.

The
  €105 million of additions to the restructuring reserve related to plant and
  office closures consisted mainly of €74 million for fixed asset impairments,
  the cancellation of supply contracts, other required decommissioning and environmental
  closure costs relating to the closure of the acetic acid, pentaerythritol and
  vinyl acetate

F-42

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

26.   Special
  Charges  (continued)

monomer units in Edmonton.
  Also included in plant and office closure costs were €11 million for fixed asset
  impairments, contract cancellation and other costs associated with the closure
  of the chemical research and development center in the United States, €4 million
  of fixed asset impairments and other closure costs related to the closure of
  a chemical distribution terminal in the United States, €9 million for fixed
  asset impairments and shut-down costs at the acetate filament facility in Lanaken,
  €6 million for equipment shutdown and other decommissioning costs for the acetate
  filament production facility at Rock Hill and €1 million associated with the
  cancellation of a lease associated with the closure of an administrative facility
  in Germany.

In
  2001, the Focus and Forward initiatives identified approximately 1,600 positions
  to be eliminated, of which approximately 500 positions had been eliminated as
  of December 31, 2001.

The
  €19 million of favorable adjustments of prior year restructuring reserves consisted
  of a €14 million adjustment to the 2000 reserves and a €5 million adjustment
  to the 1999 reserves. The entire 2000 adjustment was due to lower than expected
  demolition and decommissioning costs for the Acetyl Products production facility
  in Knapsack, Germany. This adjustment resulted from a third party site partner
  assuming ownership of the existing facility and obligations. Of the 1999 adjustment,
  €3 million related to the reversal of a reserve for closure costs for a parcel
  of land in Celaya, Mexico that Celanese donated to the Mexican government, which
  assumed the remaining liabilities. The 1999 adjustment also included €2 million
  relating to less than anticipated severance costs for Ticona employees in Germany.

The
  other special charges of €319 million consisted of Chemical Intermediates goodwill
  impairment of €262 million and fixed asset impairments of €68 million, Acetyl
  Products fixed asset impairments of €18 million and €6 million for the relocation
  of acetate filament production assets associated with restructuring initiatives.

Also
  included in other special charges was €31 million of income from the receipt
  of higher than expected insurance reimbursements linked to the plumbing cases
  (See Note 24) and €4 million of income related to a net reduction in reserves
  associated with settlements of environmental indemnification and other obligations
  associated with former Hoechst entities.

In
  2000, Celanese recorded special charges totaling €29 million, which consisted
  of €97 million of additions to the restructuring reserve, €59 million of favorable
  adjustments to restructuring reserves recorded in 1999, €9 million of costs
  for the relocation of production assets associated with restructuring initiatives,
  and €18 million of income from the receipt of higher than expected insurance
  reimbursements linked to the plumbing cases. (See Note 24)

The
  €97 million of restructuring charges included employee severance costs of €46
  million and plant and office closure costs of €51 million. Employee severance
  costs of €33 million related mainly to the reduction of approximately 170 positions
  at two U.S. chemical facilities and the closure of a European Acetyl Products
  plant. Additionally, severance costs of €11 million were associated with the
  planned reduction of approximately 115 positions in the Acetate Products business.
  The plant and office closure charges of €51 million consisted mainly of contractual
  obligations and asset impairments for the closure of an Acetyl Products plant
  in Europe (€47 million). Annual cost savings from all of the 2000 restructuring
  initiatives are estimated to be in excess of €35 million upon completion of
  these initiatives.

The
  2000 restructuring initiatives identified approximately 300 positions to be
  eliminated, all of which had been eliminated as of December 31, 2001.

The
  €59 million of favorable adjustments to the 1999 restructuring reserves consisted
  of employee termination benefits (€24 million) and plant and office closures
  (€35 million). Employee termination benefits were adjusted by €11 million due
  largely to unplanned voluntary resignations and by €10 million due to a modification
  in Ticonas employee severance plan resulting from an unfavorable tax treatment
  which affected the severance benefits to be received by our employees in Germany.
  In addition, a delay in the scheduled closure of a U.S. Acetate Filament production
  facility led to a net adjustment of €3 million in restructuring reserves. This
  facility was closed in 2001. The adjustments associated with plant and office
  closures resulted mainly from the earlier than expected disposals

F-43

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

26.   Special
  Charges  (continued)

of lease obligations of
  former administrative facilities in the U.S. and Canada (€28 million). As a
  result of the need for additional office space due to the acquisition of PVOH,
  Celanese cancelled previous plans to rationalize the U.S. chemical administrative
  building (€4 million). The closure costs of a Canadian acetate filament facility
  were lower than estimated (€3 million).

Special
  charges of €9 million consisted of non-restructuring charges related to the
  move of the oriented polypropylene (OPP) film production assets
  from Swindon, UK to Mantes, France (€6 million) and the cost of transferring
  acetate filament equipment within North America resulting from restructuring
  initiatives (€3 million).

In
  1999, Celanese recorded special charges totaling €559 million, of which €218
  million was recorded as an addition to the restructuring reserve. The increase
  to the restructuring reserve pertained primarily to employee termination severance
  costs of €116 million. The €116 million was comprised mainly of €15 million
  for the restructuring of Mexican production facilities, €23 million related
  to the Ticona business, €13 million was due to the restructuring of Canadian
  production facilities, €22 million pertained to the Acetate business in both
  the U.S. and Europe, €15 million for both U.S. and European chemical businesses,
  €10 million for the shutdown of an OPP production line at a European plant,
  and €5 million resulted from Hoechsts reorientation of basic research.
  In addition, €12 million was recorded due to the closure of administrative facilities
  in Canada and Mexico.

In
  1999, Celanese also recognized €102 million of restructuring costs for plant
  and office closures, of which €29 million related to 3 facilities in Mexico,
  €30 million pertained to closure costs associated with administrative facilities
  in the U.S. and Canada, €15 million for contractual losses and other closure
  costs associated with the shutdown of an acetaldehyde unit in Europe, and €12
  million for the impairment of fixed assets and other closure costs associated
  with the shutdown of an OPP production line at a European plant. In addition,
  €16 million was recorded for fixed asset impairments and closure costs associated
  with the shutdown of an acetate facility in Canada.

Special
  charges of €341 million in 1999 pertained primarily to the recognition of a
  €128 million charge as a result of the plumbing cases (See Note 24), €75 million
  related to the antitrust actions related to the sorbates industry (See Note
  24), €56 million for fixed asset impairments which related primarily to the
  Chemical Intermediates and Acetate businesses, €28 million for costs associated
  with the demerger, €52 million for costs associated with previously divested
  Hoechst entities of which €40 million related to environmental.

In
  1999, new restructuring initiatives identified approximately 2,000 positions
  to be eliminated, all of which had been eliminated as of December 31, 2001.

F-44

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

27.   Business
  and Geographical Segments

Information
  with respect to Celaneses industry segments follows:

Business Segments

Acetyl
  Productsprimarily produces and supplies acetyl products, including
  acetic acid, vinyl acetate monomer and polyvinyl alcohol;

Chemical
  Intermediates produces and supplies acrylic acid, acrylate esters,
  organic solvents and other intermediates;

Acetate
  Products primarily produces and supplies acetate filament and acetate
  tow;

Ticona,
  the technical polymers segment, develops and supplies a broad portfolio of high
  performance technical polymers; and

Performance
  Productsincludes Trespaphan, the OPP films business, and Nutrinova,
  the high intensity sweetener and food protection ingredients business.

The
  segment management reporting and controlling systems are based on the same accounting
  policies as those described in the summary of significant accounting policies
  in Note 2. Celanese evaluates performance based on earnings before interest,
  taxes, depreciation and amortization (EBITDA), excluding special
  charges. EBITDA, which may be calculated differently by other companies, is
  calculated by adding depreciation and amortization expense back to operating
  profit. Management believes that EBITDA, excluding special charges, is an appropriate
  measure for evaluating the performance of its operating segments as it closely
  reflects cash flow management. Celanese excludes special charges from EBITDA
  for better comparability between periods. EBITDA eliminates the effect of depreciation
  and amortization of tangible and intangible assets. EBITDA, excluding special
  charges, should be considered in addition to, not as a substitute for, operating
  profit, net earnings, cash flows and other measures of financial performance
  reported in accordance with U.S. GAAP.

Trade
  Working Capital is defined as trade accounts receivable from third parties and
  affiliates, net of allowance for doubtful accounts, plus inventories, less trade
  accounts payable to third parties and affiliates.

Sales
  and revenues related to transactions between segments are generally recorded
  at values that approximate third-party selling prices. Revenues and long-term
  assets are allocated to countries based on the location of the business. Capital
  expenditures represent the purchase of property, plant and equipment.

F-45

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

27.   Business
  and Geographical Segments  (continued)

|                                       |                       |       |                               |  |                        |       |        | 
|-------------------------------------- | --------------------- | ----- | ----------------------------- |  | ---------------------- | ----- | ------ | 
|                                       | Acetyl
      Products |       | Chemical
      Intermediaries |  | Acetate
      Products |       | Ticona | 
|                                       |                       |       |                               |  |                        |       |        | 
|                                       | (in
      € millions)
|                                       |                      
|2001:                                  |                       |       |                               |  |                        |       |        | 
|Sales
      to external customers      |                       | 2,062 |                               |  |                        | 977   |        | 
|Inter-segment
      revenues           |                       | 93    |                               |  |                        | 82    |        | 
|Operating
      profit (loss)          |                       | (73   | )                             |  |                        | (409  | )      | 
|EBITDA
      excluding special charges |                       | 208   |                               |  |                        | 27    |        | 
|Depreciation                           |                       | 123   |                               |  |                        | 61    |        | 
|Amortization                           |                       | 33    |                               |  |                        | 17    |        | 
|Capital
      expenditures             |                       | 43    |                               |  |                        | 30    |        | 
|Special
      charges                  |                       | 125   |                               |  |                        | 358   |        | 
|Intangible
      assets, net           |                       | 587   |                               |  |                        | 15    |        | 
|Trade
      working capital            |                       | 280   |                               |  |                        | 182   |        | 
|Total
      assets                     |                       | 2,055 |                               |  |                        | 680   |        | 
|2000:                                 
|Sales
      to external customers      |                       | 2,023 |                               |  |                        | 1,012 |        | 
|Inter-segment
      revenues           |                       | 83    |                               |  |                        | 73    |        | 
|Operating
      profit (loss)          |                       | (10   | )                             |  |                        | (24   | )      | 
|EBITDA
      excluding special charges |                       | 200   |                               |  |                        | 50    |        | 
|Depreciation                           |                       | 111   |                               |  |                        | 54    |        | 
|Amortization                           |                       | 31    |                               |  |                        | 16    |        | 
|Capital
      expenditures             |                       | 80    |                               |  |                        | 40    |        | 
|Special
      charges                  |                       | 68    |                               |  |                        | 4     |        | 
|Intangible
      assets, net           |                       | 598   |                               |  |                        | 283   |        | 
|Trade
      working capital            |                       | 432   |                               |  |                        | 239   |        | 
|Total
      assets                     |                       | 2,251 |                               |  |                        | 1,119 |        | 
|1999:                                 
|Sales
      to external customers      |                       | 1,487 |                               |  |                        | 847   |        | 
|Inter-segment
      revenues           |                       | 74    |                               |  |                        | 37    |        | 
|Operating
      profit (loss)          |                       | (65   | )                             |  |                        | (47   | )      | 
|EBITDA
      excluding special charges |                       | 89    |                               |  |                        | 84    |        | 
|Depreciation                           |                       | 81    |                               |  |                        | 61    |        | 
|Amortization                           |                       | 20    |                               |  |                        | 13    |        | 
|Capital
      expenditures             |                       | 127   |                               |  |                        | 46    |        | 
|Special
      charges                  |                       | 53    |                               |  |                        | 57    |        | 
|Intangible
      assets, net           |                       | 535   |                               |  |                        | 277   |        | 
|Trade
      working capital            |                       | 297   |                               |  |                        | 242   |        | 
|Total
      assets                     |                       | 1,805 |                               |  |                        | 1,221 |        | 

The
  reconciliation column includes (a) operations of certain other operating entities
  and their related assets, liabilities, revenues and expenses, (b) the elimination
  of inter-segment sales, (c) assets and liabilities not allocated to a segment,
  and (d) corporate center costs for support services such as legal, accounting
  and treasury functions.

Additionally,
  Celanese recognized special charges in 2001, 2000 and 1999 primarily related
  to restructuring costs, fixed asset write-offs, environmental and other costs
  associated with previously divested entities of Hoechst, and demerger costs.
  (See Note 26)

Other
  operating entities consist of ancillary businesses as well as companies which
  provide infrastructure and procurement services. Effective July 1, 2000, Celanese
  Advanced Materials, Inc., formerly known as advanced fiber materials (AFM),
  which is comprised of the performance polymer (polybenzimidazole or PBI)
  and the Vectran® polymer fiber product lines, was transferred
  from the Acetate Products segment to Other Activities to reflect the strategic
  alignment of PBI with the fuel cell project of Celanese Ventures GmbH. Celanese
  Advanced Materials, Inc. had sales to external customers of €24 million and
  €17 million in 2000 and 1999, respectively, of which €11 million was included
  in Other Activities for 2000.

F-46

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CELANESE
  AG AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

27.   Business
  and Geographical Segments  (continued)

The
  following table presents financial information based on the geographic location
  of Celaneses facilities:

|                                         |                       |       |                   |  |                      |       |                      |  |       
|---------------------------------------- | --------------------- | ----- | ----------------- |  | -------------------- | ----- | -------------------- |  | ------
|                                         | North
      America   |       | Thereof
      USA |  | Thereof
      Canada |       | Thereof
      Mexico |  | Europe
|                                         |                       |       |                   |  |                      |       |                      |  |       
|                                         | (in
      € Millions)
|                                         |                      
|2001:                                    |                       |       |                   |  |                      |       |                      |  |       
|Total
      assets                       |                       | 4,923 |                   |  |                      | 3,828 |                      |  |       
|Property,
      plant and equipment, net |                       | 1,440 |                   |  |                      | 1,143 |                      |  |       
|Operating
      profit (loss)            |                       | (679  | )                 |  |                      | (428  | )                    |  |       
|Net sales                                |                       | 2,710 |                   |  |                      | 2,137 |                      |  |       
|Depreciation
      and amortization      |                       | 318   |                   |  |                      | 229   |                      |  |       
|Capital
      expenditures               |                       | 157   |                   |  |                      | 138   |                      |  |       
|2000:                                   
|Total
      assets                       |                       | 5,223 |                   |  |                      | 3,863 |                      |  |       
|Property,
      plant and equipment, net |                       | 1,545 |                   |  |                      | 1,222 |                      |  |       
|Operating
      profit (loss)            |                       | 4     |                   |  |                      | (4    | )                    |  |       
|Net sales                                |                       | 2,957 |                   |  |                      | 2,395 |                      |  |       
|Depreciation
      and amortization      |                       | 296   |                   |  |                      | 202   |                      |  |       
|Capital
      expenditures               |                       | 118   |                   |  |                      | 78    |                      |  |       
|1999:                                   
|Total
      assets                       |                       | 5,394 |                   |  |                      | 4,042 |                      |  |       
|Property,
      plant and equipment, net |                       | 1,349 |                   |  |                      | 1,031 |                      |  |       
|Operating
      profit (loss)            |                       | (117  | )                 |  |                      | (32   | )                    |  |       
|Net sales                                |                       | 2,654 |                   |  |                      | 2,232 |                      |  |       
|Depreciation
      and amortization      |                       | 246   |                   |  |                      | 174   |                      |  |       
|Capital
      expenditures               |                       | 98    |                   |  |                      | 82    |                      |  |       

28.   Subsequent
  Events

On
  February 21, 2002, Celanese received approval from the German merger control
  authorities to sell its interest in InfraServ GmbH & Co. Deponie Knapsack
  KG, or Deponie, to Trienekens AG, a company active in all areas of waste management
  and majority owned by RWE AG, one of Germanys biggest utility companies.
  The sale is scheduled to close in March 2002. Deponies financial assets,
  including statutory cash reserves of €58 million, required to be held in reserve
  by the German authorities to support landfill and land reclamation activities,
  receivables, as well as all of Deponies liabilities (including those corresponding
  to the cash reserve) will be transferred to the buyer upon closing of the sale.
  Celanese expects to record a book gain of approximately €6 million relating
  to this sale.

On March 5, 2002, Celanese
  signed a letter of intent with Degussa AG to set up a 50-50
  joint venture for oxo products. Under the terms of the letter of intent, Celanese
  plans to contribute its European oxo activities and Degussa its Oxeno subsidiarys
  propylene-based oxo business to the joint venture. The transaction is subject
  to the completion of negotiations, satisfaction of conditions and clearance by the relevant
  merger control authorities, and no assurance
  can be given that the transaction will be consummated on the terms outlined
  in the letters of intent or will occur at all.

F-47

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CELANESE AG AND SUBSIDIARIES
  SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

Allowances
  for Doubtful Accounts (in € millions)

|                                      |   
|------------------------------------- | --
|Balance
      as of December 31, 1999 | 40
|Provisions,
      net of reversals    | (7
|Recoveries                            | (3
|Charge-offs                           | (9
|Translation
      Adjustments         | 3 
|                                      |   
|Balance
      as of December 31, 2000 | 24
|Provisions,
      net of reversals    | 9 
|Recoveries                            | (4
|Charge-offs                           | (4
|Translation
      Adjustments         | 1 
|                                      |   
|Balance
      as of December 31, 2001 | 26
|                                      |   

F-48

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