<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 20-F

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                         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:

<TABLE>
<CAPTION>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
             -------------------                 -----------------------------------------
<S>                                            <C>
      Ordinary Shares with no par value                   New York Stock Exchange
</TABLE>

                            ------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)
                            ------------------------

 Securities for which there is a reporting obligation pursuant to Section 15(d)
                                  of the Act:

                                      NONE
                                (Title of Class)
                            ------------------------

     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...........................50,326,355
                           (as of December 31, 2000)

     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.

<TABLE>
<S>                                  <C>
              Yes [X]                              No [ ]
</TABLE>

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

<TABLE>
<S>                                  <C>
            Item 17 [ ]                          Item 18 [X]
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                               TABLE OF CONTENTS

                                     PART I

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
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..............................................    5
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..........................................   27
  Acquisitions and Divestitures.............................   27
  eBusiness.................................................   28
  Raw Materials and Energy..................................   29
  Research and Development..................................   29
  Intellectual Property.....................................   30
  Environmental and Other Regulation........................   31
  Organizational Structure..................................   33
  Description of Property...................................   33
Item 5. Operating and Financial Review and Prospects........   37
  Basis of Presentation.....................................   37
  Major Events in 2000......................................   38
  Condensed Consolidated Statements of Operations...........   39
  Overview -- 2000 Compared with 1999.......................   39
  Selected Data by Business Segment.........................   40
  Summary by Business Segment -- 2000 Compared with 1999....   41
  Summary of Consolidated Results -- 2000 Compared with
    1999....................................................   44
  Summary by Business Segment -- 1999 Compared with 1998....   48
  Summary of Consolidated Results -- 1999 Compared with
    1998....................................................   50
  Liquidity and Capital Resources...........................   53
  Environmental Matters.....................................   55
  Market Risks..............................................   55
  Introduction of the Euro..................................   56
  New Accounting Standards..................................   56
  Outlook...................................................   57
Item 6. Directors, Senior Management and Employees..........   59
  Directors and Senior Management...........................   59
  Compensation of Directors and Officers....................   61
  Incentive Plans...........................................   62
  Board Practices...........................................   63
  Employees.................................................   66
  Share Ownership...........................................   66
Item 7. Major Shareholders and Related Party Transactions...   67
  Major Shareholders........................................   67
  Related Party Transactions................................   67
Item 8. Financial Information...............................   68
  Consolidated Financial Statements and Other Financial
    Information.............................................   68
  Export Sales..............................................   68
  Legal Proceedings.........................................   68
</TABLE>

                                        i
<PAGE>   3

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
  Dividend Policy...........................................   71
  Significant Changes.......................................   72
Item 9. The Offer and Listing...............................   72
  Nature of Trading Market..................................   72
  Trading on the Frankfurt Stock Exchange...................   72
  Trading on the New York Stock Exchange....................   73
Item 10. Additional Information.............................   74
  Articles of Association...................................   74
  Material Contracts........................................   78
  Exchange Controls and Other Limitations Affecting Security
    Holders.................................................   79
  Taxation..................................................   79
  United States Information Reporting and Backup
    Withholding.............................................   82
Item 11. Quantitative and Qualitative Disclosures About
  Market Risk...............................................   82
  Interest-Rate Risk Management.............................   82
  Foreign-Exchange Risk Management..........................   84
  Commodity Risk Management.................................   84
  Other Financial Instruments...............................   85
Item 12. Description of Securities Other Than Equity
  Securities................................................   85
<CAPTION>
                          PART II
<S>                                                           <C>

Item 13. Defaults, Dividend Arrearages and Delinquencies....   85
Item 14. Material Modifications to the Rights of Security
  Holders and Use of Proceeds...............................   85
Item 15. Reserved...........................................   85
Item 16. Reserved...........................................   85
<CAPTION>
                          PART III
<S>                                                           <C>

Item 17. Financial Statements...............................   85
Item 18. Financial Statements...............................   85
Item 19. Exhibits...........................................   85
Index to Consolidated Financial Statements..................  F-1
</TABLE>

                               ------------------

                                        ii
<PAGE>   4

                                  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").
                            ------------------------

                             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 10 other member states of the
European Union introduced the euro or E as their common currency and established
fixed conversion rates between their existing sovereign currencies and the euro.
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 E1.00. 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 convenience of the
readers for 2000 from euro into U.S. dollars, at an exchange rate of U.S.$0.9388
per E1.00, 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 29, 2000. 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 March 16, 2001, the Noon Buying Rate for the euro was U.S.$.0.8929 per
E1.00.
                            ------------------------

                FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

     Investors are cautioned that the forward-looking statements contained in
this Annual Report 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" in "Item 5. Operating and Financial Review and Prospects".
<PAGE>   5

                                     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 2000 and 1999, and the statement
of operations data for 2000, 1999 and 1998, 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 for 1998 and the
statement of operations and balance sheet data for 1997 are derived from audited
Consolidated Financial Statements not included in this Annual Report. The
statement of operations and balance sheet data for 1996 are derived from
unaudited Consolidated Financial Statements not included in this Annual Report.
The selected financial data for 1996 have been prepared on a basis consistent
with that of the audited Consolidated Financial Statements and, in the opinion
of Celanese's management, include all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation.

     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.
The Consolidated Financial Statements for each period presented 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 E1.00. 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
<PAGE>   6

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                      -------------------------------------------------------------------------
                                          2000          2000       1999       1998       1997         1996
                                      -------------   --------   --------   --------   --------   -------------
                                       (UNAUDITED)                    (AUDITED)                    (UNAUDITED)
                                      -------------   -----------------------------------------   -------------
                                         U.S. $          E          E          E          E             E
                                      -------------   --------   --------   --------   --------   -------------
                                      (IN MILLIONS, EXCEPT PER SHARE DATA, PERCENTAGES AND NUMBER OF EMPLOYEES)
<S>                                   <C>             <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Net sales...........................       4,888        5,207      4,318      4,344      4,951         4,325
Cost of sales.......................      (4,170)      (4,441)    (3,621)    (3,454)    (3,862)       (3,392)
Gross profit........................         718          766        697        890      1,089           933
Selling, general and administrative
  expenses..........................        (532)        (567)      (570)      (535)      (575)         (329)
Research and development expenses...         (88)         (94)       (79)      (101)      (133)         (128)
Special charges(1)..................         (27)         (29)      (559)      (100)      (103)         (119)
Operating profit (loss)(2)..........          78           83       (521)       168        267           347
Interest and other income, net(3)...         (52)         (56)        71         75         83            93
Income tax benefit (expense)........         (79)         (84)        83       (109)       (83)         (148)
Minority interests..................          --           --          7        (40)       (63)          (61)
Earnings (loss) from continuing
  operations........................          51           55       (502)       (56)        38            46
Earnings (loss) from discontinued
  operations........................           3            3        310         12          9          (128)
Net earnings (loss).................          54           58       (207)       (44)        47           (82)
Earnings (loss) per common share --
  basic and diluted(4)..............        1.01         1.09      (3.70)     (0.79)      0.84         (1.47)
BALANCE SHEET DATA:
Total assets........................       7,174        7,642      7,569      7,358      6,185         5,657
Debt................................       1,094        1,165        948      1,479      1,888         1,903
Shareholders' equity(5).............       2,669        2,843      2,866      2,736      1,250         1,024
Dividends paid per share(6).........         .11          .11         --         --         --            --
Common stock........................         134          143        143         --         --            --
Weighted average shares -- basic and
  diluted...........................      53,293       53,293     55,915     55,915     55,915        55,915
OTHER DATA:
Operating margin (%)................        1.60         1.59     (12.07)      3.87       5.39          8.02
Depreciation and amortization of
  tangible and intangible assets....         364          388        339        312        290           195
Capital expenditures on tangible
  fixed assets......................         221          235        262        345        368           338
Number of employees on a continuing
  basis (end of period) in
  thousands.........................        13.2         13.2       14.9       15.8       17.5          17.9
</TABLE>

---------------

(1) Special charges represent charges for the impairment of fixed assets,
    litigation charges and restructuring charges, which include employee
    termination costs, plant and office closures and other costs. See Note 25 to
    the Consolidated Financial Statements.
(2) Hoechst acquired substantially all the 49 percent minority interest in its
    Mexican subsidiary, Grupo Celanese, in December 1998, and contributed it to
    Celanese. If this minority interest had been contributed to Celanese as of
    January 1, 1998, Celanese's operating profit for 1998 would have been
    reduced by E30 million, because of the amortization of goodwill associated
    with the acquisition. See Note 4 to the Consolidated Financial Statements.
(3) Interest and other income, net, represents equity in net earnings of
    affiliates, interest expense, and interest and other income, net, as set
    forth in the Consolidated Financial Statements.
(4) Earnings (loss) per common share -- basic and diluted is calculated by
    dividing net earnings (loss) by the weighted average shares outstanding. At
    December 31, 2000, Celanese did not have any dilutive common stock
    equivalents. On the effective date of the demerger, Hoechst issued
    55,915,369 shares of Celanese to existing Hoechst shareholders; these shares
    are deemed to be outstanding for 1999 and all prior periods presented.
(5) Shareholders' equity increased significantly from 1997 to 1998 and reflects
    the contribution of net assets to Celanese by Hoechst prior to the demerger.
    The principal factors for this increase are the contribution of the minority
    interest in Grupo Celanese of E592 million, the contribution of Hoechst
    receivables amounting to E384 million, the transfer of some other activities
    from Celanese to Hoechst of E350 million and the recognition of a deferred
    tax asset in connection with the contribution of the Dyneon equity
    investment of E109 million. Dyneon was a joint venture with 3M in which
    Celanese had a 46 percent interest. In December 1999, Celanese sold its
    interest in Dyneon to 3M. See Note 4 to the Consolidated Financial
    Statements.
(6) Dividends paid in 2000 relate to dividends approved at Celanese's 2000
    Annual General Meeting of Shareholders held in May 2000.

                                        3
<PAGE>   7

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. Beginning on
January 1, 2002, the euro will be the official currency of all euro zone
countries. There will be a transition period ending July 1, 2002 during which
the local currencies of participating countries may still be used alongside the
euro.

     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
December 31, 1998, 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 E1.00. 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.

<TABLE>
<CAPTION>
YEAR                                     LOW      HIGH    AVERAGE    END
----                                    ------   ------   -------   ------
<S>                                     <C>      <C>      <C>       <C>
1996.................................   1.2493   1.3626    1.2978   1.2711
1997.................................   1.0398   1.2689    1.1244   1.0871
1998.................................   1.0548   1.2178    1.1115   1.1733
1999.................................   1.0080   1.1825    1.0660   1.0046
2000
  July...............................   0.9237   0.9548    0.9386   0.9266
  August.............................   0.8878   0.9228    0.9045   0.8878
  September..........................   0.8462   0.8993    0.8695   0.8837
  October............................   0.8270   0.8806    0.8525   0.8486
  November...........................   0.8382   0.8694    0.8551   0.8694
  December...........................   0.8765   0.9388    0.3898   0.9388
2001
  January............................   0.9181   0.9535    0.9376   0.9308
  February...........................   0.9057   0.9395    0.9205   0.9212
  March (through March 16, 2001).....   0.8929   0.9340    0.9222   0.8929
</TABLE>

     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".

                                        4
<PAGE>   8

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 AND
POLITICAL 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 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 and political conditions.

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
<PAGE>   9

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 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. Costs for raw materials and energy increased significantly in
2000. 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. Even in periods during which raw material prices
decrease, 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.

     Historically, Celanese has not entered into hedging arrangements for future
purchases of raw materials. However, in the second half of 2000, Celanese
entered into forward purchase contracts for slightly less than 50 percent of its
estimated natural gas requirements generally for up 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.

THE CARBON MONOXIDE SUPPLIER FOR CELANESE'S ACETIC ACID PLANT IN SINGAPORE HAS
BEEN UNABLE TO PROVIDE A CONSISTENT AND RELIABLE SUPPLY OF CARBON MONOXIDE TO
CELANESE, WHICH HAS ADVERSELY AFFECTED, AND MAY CONTINUE TO ADVERSELY AFFECT,
CELANESE'S RESULTS OF OPERATIONS AND ITS ABILITY TO SERVE AND RETAIN ITS ASIAN
CUSTOMERS

     In July 2000, Celanese completed construction of, and was prepared to begin
production at, its acetic acid plant in Singapore. Celanese plans to supply
acetic acid directly to its Asian customers and to Celanese's vinyl acetate
monomer and acetate ester plants in Singapore. Celanese has an agreement with a
supplier to supply the acetic acid plant with carbon monoxide, which is a
necessary raw material in the production of acetic acid. This supplier has
experienced a variety of operational difficulties since July 2000 and has been
unable to provide Celanese with a consistent and reliable supply of carbon
monoxide. As a result, Celanese had been unable to produce acetic acid at
expected levels and had to maintain a previously declared force majeure on
acetic acid and vinyl acetate monomer for its Asian customers. Since January
2001, the supplier was able to increase its production of carbon monoxide to a
level which enabled Celanese to achieve

                                        6
<PAGE>   10

production rates in acetic acid of approximately 65 percent of stated capacity.
This level of supply was sufficient to allow Celanese to lift its declaration of
force majeure on March 16, 2001. Although Celanese continues to work with its
carbon monoxide supplier to further remedy the supply problems, Celanese cannot
be certain when or if the situation will be fully resolved. Until this situation
is fully resolved, it will continue to adversely affect Celanese's results of
operations and may affect its ability to serve and retain its Asian customers.

FAILURE TO DEVELOP NEW PRODUCTS AND PRODUCTION TECHNOLOGIES OR TO COMPLETE
PRODUCTIVITY AND COST REDUCTION INITIATIVES 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 will be completed or beneficial or that the estimated
cost savings from such activities will be realized.

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."

     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 of 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.

     Stricter environmental, safety and health laws 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.

     Stricter environmental policies may also affect demand for Celanese's
products. For example, various United States programs, including the Voluntary
Children's Chemical Evaluation Program and High Production Volume Chemical
Initiative, will potentially require toxicological testing and risk assessments
of a wide variety of chemicals, including chemicals used or produced by
Celanese. Depending on the outcome of these reviews, additional requirements may
be placed on the production, handling or use of these chemicals. Such additional
requirements could increase the cost incurred by Celanese's customers to
purchase or use these products, which could adversely affect the demand for
these products.

                                        7
<PAGE>   11

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 the 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

     -  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, 2000 were E865 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

                                        8
<PAGE>   12

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.

     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 E250 million;

     -  Hoechst will bear the full amount of those liabilities between E250
        million and E750 million; and

     -  Celanese will indemnify Hoechst for one third of those liabilities for
        amounts exceeding E750 million.

     As of December 31, 2000, E13 million had been spent by Celanese for
environmental contamination liabilities in connection with the divestiture
agreements. Celanese has additional reserves of E180 million as of December 31,
2000, 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.
Under the Demerger Agreement, Celanese also assumed responsibility for 50
percent of the costs incurred in connection with the demerger, and 50 percent of
the applicable real estate transfer taxes. Celanese incurred less than E1
million and E28 million in 2000 and 1999, respectively, related to these
matters.

     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 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 owns 28.6 percent of the Celanese shares
outstanding as of December 31, 2000. Kuwait Petroleum Corporation may have the
ability, as a matter of German corporate law, to block some corporate actions by
Celanese such as mergers, spinoffs 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. It was incorporated in Germany as Diogenes
Erste Aktiengesellschaft on November 22, 1996 and renamed Celanese AG on October
22, 1999 when it demerged from Hoechst. 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.

                                        9
<PAGE>   13

     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.

     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.

     For 2000, Celanese had net sales of E5,207 million and an operating profit
of E83 million from continuing operations. At December 31, 2000, Celanese had
approximately 13,200 employees worldwide from continuing operations. Celanese
has 30 production plants and six 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 Germany and Asia. In 2000, 57 percent of net sales was
derived from sales in North America, 36 percent from sales in Europe, 6 percent
from sales in Asia and Australia and 1 percent from sales in the rest of the
world. Celanese has a large and diverse global customer base comprised
principally of major industrial companies. In 2000, sales to the 10 largest
customers of Celanese accounted for less than 25 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 E235 million in 2000, E262 million in 1999, and E345 million in 1998. The
United States, Germany and Asia accounted for 33 percent, 26 percent and 18
percent, respectively, of Celanese's capital expenditures in 2000. The capital

                                        10
<PAGE>   14

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 -- 2000
Compared to 1999 -- Discontinued Operations", and Note 5 to the Consolidated
Financial Statements.

     As of December 31, 2000, Celanese had approximately 50,326,355 shares
outstanding and approximately 125,000 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.

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 textile and paper
sizing, adhesives and building products, and as a raw material in films.
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 high intensity
sweetener, and food protection ingredients business.

                                        11
<PAGE>   15

     The table below illustrates each segment's share of total segment net sales
to external customers since 1998.

                2000 NET SALES TO EXTERNAL CUSTOMERS BY SEGMENT

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                           ------------------------------------------------------------
                                                  2000                 1999                 1998
                                           ------------------   ------------------   ------------------
                                                      % OF                 % OF                 % OF
                                             E     SEGMENT(1)     E     SEGMENT(1)     E     SEGMENT(1)
                                           -----   ----------   -----   ----------   -----   ----------
                                                        (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                                        <C>     <C>          <C>     <C>          <C>     <C>
Acetyl Products..........................  2,023      39%       1,487      35%       1,438      34%
Chemical Intermediates...................  1,012      20%         847      20%         850      20%
Acetate Products.........................    756      15%         739      17%         839      20%
Technical Polymers Ticona................    923      18%         788      19%         750      17%
Performance Products.....................    409       8%         397       9%         407       9%
</TABLE>

---------------

(1) The percentages in this column represent the percentage contribution of each
    segment to the total of all segments.

Other Activities

     The portfolio of Celanese contains other businesses and activities separate
from its principal chemical operations, consisting primarily of general
corporate functions and companies which provide infrastructure services. It also
now includes the innovative products subsidiary Celanese Ventures GmbH, and
Advanced Fiber Materials, comprised of the high performance polymer
polybenzimidazole, or PBI, product line, which was transferred from the Acetate
Products segment effective July 1, 2000. See Note 26 to the Consolidated
Financial Statements for additional information.

STRATEGY

     During 2000, Celanese's first full year of operations as an independent
company, Celanese implemented the first phase of its strategy. Celanese
identified and restructured its core businesses, selling remaining non-core
activities such as the Thermphos phosphorous business and the Vinnolit and
Vintron polyvinyl chloride businesses, and achieved cost efficiencies in its
business segments. This was done through cost reduction initiatives and the
closure of a number of higher cost production units in its Acetyl Products,
Acetate Products and Performance Products business segments.

     Celanese also commenced the next phase of its strategy in the second half
of 2000. During this growth phase, Celanese is continuing to optimize its
portfolio, particularly in the strategic areas of Acetyl Products, Technical
Polymers Ticona, and Nutrinova, its food ingredients business. Going forward,
Celanese intends to grow its Acetyl Products and Technical Polymers Ticona
segments, as well as Nutrinova, its food ingredients business, by expanding its
global leadership positions and leveraging its strengths into opportunities for
these businesses.

     In September 2000, Celanese's Acetyl Products segment, already the world's
leading producer of acetic acid and vinyl acetate monomer, extended its value
chain into a higher value product by purchasing the polyvinyl alcohol business
of Air Products & Chemicals, Inc. An estimated thirty-five percent of vinyl
acetate monomer on the global market is processed into polyvinyl alcohol and,
prior to the acquisition, Air Products had been Celanese's biggest customer for
vinyl acetate monomer. Acetyl Products will continue its expansion by exploring
further opportunities in Asia. Celanese is currently exploring a joint venture
with Shanghai Wujing Chemical Corporation ("SWCC"), a subsidiary of Huayi Group,
to use Celanese's patented acid optimization technology to produce acetic acid.
Celanese also built a new 500,000 metric ton acetic acid plant, which also uses
this technology, on Jurong Island, Singapore, to strengthen its market position
in Asia. See "Item 3. Key Information -- Risk Factors."

                                        12
<PAGE>   16

     In September 2000, Ticona started up a new 30,000 metric ton per year plant
for Topas(R), its metallocene catalyst based cycloolefin copolymer with superior
optical and moisture barrier properties. The Topas plant in Oberhausen, Germany,
is the first plant in the world to utilize this technology. Technical Polymers
Ticona, already known for its customer service excellence and as a
solutions-driven business that uses advanced polymer technology to produce
materials for a wide spectrum of applications, has announced plans to grow the
business by increasing capacity for several of its core products to meet market
demand. For instance, it plans to more than double the capacity of its Vectra(R)
liquid crystal polymer (LCP) plant in Shelby, North Carolina. The expansion,
which is scheduled to come on stream by February 2002, will add three reactors
to the two already in place and bring the plant's total capacity to 8,500 tons
per year. Technical Polymers Ticona is also expanding its capacity for GUR(R)
ultra-high molecular weight polyethylene (PE-UHMW). A new 30,000 metric tons per
year facility will be located in Bishop, Texas, to replace the existing plant in
Bayport, Texas, doubling Ticona's U.S. GUR capacity.

     Nutrinova is actively involved in establishing a global market position in
the quickly growing market for functional foods. In September 2000, Nutrinova
entered into an exclusive international distribution agreement with Opta Food
Ingredients, Inc., for which Nutrinova is using its global market position and
sales network to market and sell Opta's line of oat fiber and bran products
worldwide, excluding the United States, Canada and Israel. Nutrinova will also
shortly introduce to the world market, the fiber Caromax(TM), a dietary fiber
from the carob tree that has a significantly higher physiological benefit and
higher antioxidant effect than traditional dietary fibers.

     Celanese is optimizing its remaining businesses in its other segments to
generate cash flow and will participate actively in the chemical industry's
restructuring, developing its portfolio through acquisitions, joint ventures and
alliances. Celanese's Acetate Products segment signed a memorandum of
understanding with Teijin Limited ("Teijin") to form a 50-50 joint venture to
supply the Asian market with acetate filament. Celanese is also exploring
strategic opportunities for its Chemical Intermediates segment and Trespaphan,
its OPP films business, which will take advantage of the consolidation and
restructuring that particularly affect these key industries.

                                        13
<PAGE>   17

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.

<TABLE>
<S>                                            <C>
--------------------------------------------   --------------------------------------------
 KEY ACETYL PRODUCTS                           MAJOR MARKETS
--------------------------------------------   --------------------------------------------
 Methanol                                      Formaldehyde, Acetic Acid and Methyl
                                               Tertiary Butyl Ether or MTBE, a gasoline
                                                additive
--------------------------------------------   --------------------------------------------
 Acetic Acid                                   Vinyl Acetate Monomer, Acetic Anhydride and
                                                Purified Terephthalic Acid or PTA, an
                                                intermediate used in the production of
                                                polyester resins, films and fibers
--------------------------------------------   --------------------------------------------
 Acetic Anhydride                              Cellulose Acetate and Pharmaceuticals
--------------------------------------------   --------------------------------------------
 Vinyl Acetate Monomer                         Paints, Adhesives, Paper Coatings, Films and
                                                Textiles
--------------------------------------------   --------------------------------------------
 Acetate Esters                                Coatings, Inks
--------------------------------------------   --------------------------------------------
 Polyvinyl Alcohol                             Adhesives, Building Products, Paper
                                               Coatings, Films and Textiles
--------------------------------------------   --------------------------------------------
</TABLE>

     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. Approximately 20 percent of the merchant market
          sales is used for the production of methyl tertiary butyl ether, or
          MTBE, which is a gasoline additive;

       -  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; and

       -  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 is also the
world's leading producer of vinyl acetate monomer, according to the Tecnon
Consulting World Network Acetic Acid and Vinyl Acetate 1999-2009 World Survey.
The Chemical Market Associates Inc.'s 1999 World Methanol Cost Study cites
Celanese as 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 ethylene, which Celanese purchases from multiple
suppliers; natural gas, which is purchased from numerous sources; carbon
monoxide, which is both manufactured and purchased by Celanese under long-term
contracts; and butane, which is purchased

                                        14
<PAGE>   18

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 the proprietary acid-optimization
technology. Management believes that Celanese's Clear Lake, Texas facility,
which uses these technologies, is one of the world's lowest cost acetic acid
plants.

     As part of its strategy to focus its resources on larger, more efficient
units, Celanese stopped producing acetic acid in Cangrejera, Mexico in mid-July
2000. Customers who purchased acetic acid made at Cangrejera are being supplied
from the Clear Lake, Texas plant.

     During July 2000, Celanese began production of acetic acid at its new plant
in Singapore. This unit, with a stated capacity of 500,000 metric tons, makes
use of the same technology as the plant in Clear Lake, Texas. However, during
the course of 2000, a supplier experienced a variety of operational difficulties
and has been unable to provide Celanese with a consistent and reliable supply of
carbon monoxide, a key raw material in the production of acetic acid. As a
result, Celanese had been unable to produce acetic acid at expected levels and
had to maintain a previously declared force majeure on acetic acid and vinyl
acetate monomer for its Asian customers. Since January 2001, the supplier was
able to increase its production of carbon monoxide to a level which enabled
Celanese to achieve production rates in acetic acid of approximately 65 percent
of stated capacity. This level of supply was sufficient to allow Celanese to
lift its declaration of force majeure on March 16, 2001. Although Celanese
continues to work with its carbon monoxide supplier to further remedy the supply
problems, Celanese cannot be certain when or if the situation will be fully
resolved. Until this situation is fully resolved, it will continue to adversely
affect Celanese's results of operations and may affect its ability to serve and
retain its Asian customers. See "Item 3. Key Information -- Risk Factors."

     Celanese permanently closed its acetyl units at the Knapsack, Germany, site
at the end of 2000. The units include a combination facility with a
70,000-metric ton capacity for acetic acid and a 110,000-ton capacity for acetic
anhydride, as well as a 170,000-metric ton acetaldehyde plant that fed the
combination facility. Acetic acid customers in Europe are being supplied from
Celanese's plants in Clear Lake, Texas and Singapore. Celanese's Pampa, Texas
and Cangrejera, Mexico, plants supply European customers with acetic anhydride.

     On June 7, 2000, Celanese announced a letter of intent to explore the
formation of a joint venture for the production of acetic acid in China with
SWCC, a subsidiary of Huayi Group. SWCC would contribute its existing 110,000
metric ton acetic acid unit to the joint venture, while Celanese would provide
its patented acid-optimization acetic acid technology and an equity
contribution. By applying Celanese acid optimization technology to the facility,
the parties to the joint venture expect to be able to expand the existing unit's
capacity from 110,000 metric tons to up to 280,000 metric tons at an
exceptionally favorable cost compared to a new grass roots unit. The plant
expansion will position the joint venture to take advantage of the rapidly
growing demand for acetic acid in China.

       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, a solvent used in coatings, inks and adhesives and in
          the manufacture of, among other things, photographic films and coated
          papers;

       -  Butyl acetate, a solvent used in inks, pharmaceuticals and perfume;

       -  Propyl acetate, 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

                                        15
<PAGE>   19

     -  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, a methanol derivative primarily used to produce adhesive
        resins for plywood, particle board, polyacetal engineering resins and a
        compound used in making polyurethane;

     -  Paraformaldehyde, a solid form of formaldehyde used to make glyphosate
        herbicides and in coating applications;

     -  Formcel(R), a water-free formaldehyde solution used in the production of
        linking agents for coatings; and

     -  Polyol products such as pentaerythritol, used, for example, in coatings
        and synthetic lubricants; trimethylolpropane, used, for example, in
        synthetic lubricants; neopentyl glycol, used, for example, in powder
        coatings; and 1,3 butylene glycol, used, for example, in flavorings and
        plasticizers.

     During January 2000, Celanese began production of acetate esters at its new
plant in Singapore. The unit has a stated capacity of 100,000 metric tons.
During 2000, the plant ran intermittently due to the unreliable supply of acetic
acid which was caused by a supplier's inability to supply carbon monoxide as
noted above. See "Item 3. Key Information -- Risk Factors."

     By the end of 2000, the production of the acetyl derivatives and polyols
business line's products at Celaya, Mexico was moved to other locations,
primarily Cangrejera, Mexico, and the Celaya site was closed.

     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 of its acetaldehyde requirements for its North American operations from
Petroleos Mexicanos, the Mexican national oil company. Petroleos Mexicanos has
been a reliable supplier, but acetaldehyde is also available from other sources.

        Polyvinyl Alcohol.  The polyvinyl alcohol business line was purchased
from Air Products and Chemicals, Inc. in September 2000. The business operates
two manufacturing facilities in Calvert City, Kentucky and Pasadena, Texas. The
primary raw material to produce polyvinyl alcohol is vinyl acetate monomer,
while acetic acid is produced as a by-product. Polyvinyl alcohol is a
performance chemical engineered to satisfy particular customer requirements. The
products are sold into diverse industries with varying degrees of
specialization, causing prices to vary significantly 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.

     Facilities

     The Acetyl Products segment has production sites in the United States,
Canada, Mexico, Singapore, Spain and Germany. Over the last few years, Celanese
has continued to shift its production capacity to lower cost production
facilities while expanding in growth markets. With the closing of its high cost
acetyls plant in Knapsack, Germany and its acetyl chemicals capacity in Celaya,
Mexico, Celanese has shut down more than 480,000 metric tons of high cost acetic
acid capacity since June 1999. However, Celanese's new acetic acid plant at its
Singapore site, which uses the cost-effective acid-optimization technology, will
provide the Company with additional capacity of 500,000 metric tons. See "Item
3. Key Information -- Risk Factors." Celanese also participates in a joint
venture in Saudi Arabia which produces methanol and MTBE.

                                        16
<PAGE>   20

     Capital Expenditures

     The Acetyl Products segment's capital expenditures for property, plant and
equipment were E80 million, E127 million, and E70 million for the years 2000,
1999 and 1998, respectively. The capital expenditures incurred during these
years related to the capital projects noted elsewhere in this Item 4, as well as
to efficiency and safety improvement-related items associated with the normal
maintenance of the business.

     Markets

     The following table illustrates the net sales by destination of the Acetyl
Products segment by geographic region for the years ended December 31, 2000,
1999 and 1998.

                  NET SALES BY DESTINATION -- ACETYL PRODUCTS

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                 -----------------------------------------------
                                                      2000             1999            1998
                                                 ---------------   -------------   -------------
                                                          % OF            % OF            % OF
                                                   E     SEGMENT    E    SEGMENT    E    SEGMENT
                                                 -----   -------   ---   -------   ---   -------
                                                        (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                                              <C>     <C>       <C>   <C>       <C>   <C>
North America.................................   1,021     50%     753     51%     676     47%
Europe/Africa.................................     650     32%     473     32%     475     33%
Asia/Australia................................     300     15%     224     15%     201     14%
Rest of World.................................      52      3%      37      2%      86      6%
</TABLE>

     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 Chemicals & Plastics L.P., BP Amoco p.l.c. ("BP
Amoco"), 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.

                                        17
<PAGE>   21

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.

<TABLE>
<S>                                            <C>
--------------------------------------------   --------------------------------------------
 KEY CHEMICAL INTERMEDIATES PRODUCTS           MAJOR MARKETS
--------------------------------------------   --------------------------------------------
 Acrylic Acid and Acrylate Esters              Superabsorbent Polymers, Coatings and
                                                Adhesives
--------------------------------------------   --------------------------------------------
 Amines                                        Agricultural Products and Water Treatments
--------------------------------------------   --------------------------------------------
 Carboxylic Acids                              Lubricants, Detergents and Specialties
--------------------------------------------   --------------------------------------------
 Oxo Alcohols                                  Plasticizers, Acrylates, Esters, Solvents
                                               and Inks
--------------------------------------------   --------------------------------------------
</TABLE>

     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.

       The expansion of acrylic acid annual production capacity at the Clear
         Lake, Texas plant to 290,000 metric tons was completed in the first
         half of 1998. Celanese has expanded further into the European market by
         operating a plant owned by Dow at a site in eastern Germany, which came
         on stream in February 2000. Through this project, Celanese produces
         acrylic acid and acrylate esters, sharing approximately 50 percent of
         the offtake with Dow.

       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, for example, in the production of polyols,
          alcohols, safety glass and fabric coatings, and as an intermediate for
          2-ethylhexanol and butanol;

       -  Propionaldehyde, used, for example, in the manufacture of propanol,
          the synthesis of fertilizers, and in flavor and fragrance chemicals;
          and

       -  2-ethylhexanol, used as an intermediate, for example, for plasticizers
          and fuel additives, and in the production of 2-ethylhexyl acrylate,
          which in turn is used, for example, to manufacture water based resins
          for paint, textiles and paper coatings.

                                        18
<PAGE>   22

     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 ("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.

       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 the world market based on
          international prices.

     Facilities

     The Chemical Intermediates segment has production sites in the United
States, Germany and Mexico.

     Over the past several years, Celanese has expanded production at its Bay
City, Texas, its Bucks, Alabama and its Oberhausen, Germany, sites. These have
been low cost, incremental expansions of butanol, 2-ethylhexanol, alkyl amines
and carboxylic acid capacities that were made in response to increased demand
for these products from both customers and other Celanese business lines. These
expansions have reduced average production unit costs for all derivative
products.

     Capital Expenditures

     The Chemical Intermediates segment's capital expenditures for property,
plant and equipment were E40 million, E46 million, and E97 million for the years
2000, 1999 and 1998, respectively. The capital expenditures incurred during
these years related to the capital projects noted elsewhere in this Item 4, as
well as to efficiency and safety improvement-related items associated with the
normal maintenance of the business.

                                        19
<PAGE>   23

     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, 2000, 1999 and 1998.

               NET SALES BY DESTINATION -- CHEMICAL INTERMEDIATES

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                              ---------------------------------------------------
                                                   2000              1999              1998
                                              ---------------   ---------------   ---------------
                                                       % OF              % OF              % OF
                                                E     SEGMENT     E     SEGMENT     E     SEGMENT
                                              -----   -------   -----   -------   -----   -------
                                                       (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                                           <C>     <C>       <C>     <C>       <C>     <C>
North America..............................     494     49%       469     55%       451     53%
Europe/Africa..............................     378     37%       302     36%       244     29%
Asia/Australia.............................     117     12%        60      7%        81     10%
Rest of World..............................      23      2%        16      2%        74      8%
</TABLE>

     Celanese's acrylates business line serves a broad customer base across
several end uses and regions. Due to the consolidation of superabsorbant polymer
manufacturers with other acrylates producers, Celanese is shifting its focus to
other areas of the acrylates market. End use growth continues as a result of
acrylic acid and acrylate esters performance characteristics and
substitutability. Celanese believes a key to success in this business is the
ability to be a competitive and reliable supplier while investing in the
business to support long-term growth. The oxo market is 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.

     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 of 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.

<TABLE>
<S>                                            <C>
--------------------------------------------   --------------------------------------------
 KEY ACETATE PRODUCTS                          MAJOR MARKETS
--------------------------------------------   --------------------------------------------
 Acetate Filament                              Fashion Apparel, Linings and Home
                                               Furnishings
--------------------------------------------   --------------------------------------------
 Acetate Tow                                   Cigarette Filters
--------------------------------------------   --------------------------------------------
</TABLE>

     Business Lines

     Products from the two major business lines are found in fashion apparel,
linings and home furnishings and cigarette filters. According to the 1997
Stanford Research Institute International Chemical Economics Handbook, Celanese
is the world's leading producer 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 which is made from reforested
trees from major suppliers and produces acetic anhydride

                                        20
<PAGE>   24

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. Recent fashion changes, such
as the trend to casual office wear, have negatively affected demand for lining
and shell material. In addition, market conditions in Asia have significantly
affected the overall 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 pants.

     In July 2000, Celanese signed a memorandum of understanding with Teijin to
form a 50-50 joint venture to supply the Asian market with acetate filament.
Celanese will supply the venture with acetate flake. The joint venture is
expected to be completed by mid-year 2001.

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

     The Acetate Products segment has been implementing a major cost reduction
and operations improvement program. The program is directed toward achieving
higher productivity of employees and equipment. Celanese is in the process of
taking major steps to restructure its acetate products businesses as part of its
strategy to maximize its global manufacturing efficiency. The steps include the
following actions:

     -  The Drummondville, Canada acetate filament facility was shut down at the
        end of the first quarter of 2000.

     -  The Rock Hill, South Carolina, acetate filament production is scheduled
        to be phased out by the end of 2002 or early in 2003. The site will
        continue to produce acetate flake. Celanese is planning to shift
        existing Rock Hill production to its other acetate filament plants.

     -  Celanese closed its acetate flake production in Ocotlan, Mexico in the
        third quarter of 2000. In addition, the filter products business is
        considering the reduction of acetate tow capacity at its Ocotlan
        facility.

     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 E30 million, E30 million, and E69 million for the years 2000,
1999 and 1998, respectively. The capital expenditures incurred during these
years related to the capital projects noted elsewhere in this Item 4, as well as
to efficiency and safety improvement-related items associated with the normal
maintenance of the business.

                                        21
<PAGE>   25

     Markets

     The following table illustrates the distribution of the net sales of the
Acetate Products segment by geographic region for the years ending December 31,
2000, 1999 and 1998.

                  NET SALES BY DESTINATION -- ACETATE PRODUCTS

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                  ---------------------------------------------
                                                      2000            1999            1998
                                                  -------------   -------------   -------------
                                                         % OF            % OF            % OF
                                                   E    SEGMENT    E    SEGMENT    E    SEGMENT
                                                  ---   -------   ---   -------   ---   -------
                                                        (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                                               <C>   <C>       <C>   <C>       <C>   <C>
North America..................................   312     41%     303     41%     418     50%
Europe/Africa..................................   224     30%     155     21%     143     17%
Asia/Australia.................................   197     26%     236     32%     234     28%
Rest of World..................................    23      3%      45      6%      44      5%
</TABLE>

     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
Asia have reduced profitability in the textile industry throughout the world,
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 acetate filament
business has been adversely affected by these trends in the industry. Higher
energy and raw materials prices coupled with increased price competition in
North America also had an unfavorable impact in 2000.

     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, and its second largest customer had been supplied under a long-term
contract that expired at the end of 2000. Celanese is continuing to supply a
similar share of this customer's acetate filter products requirements while a
new long-term contract is being negotiated. 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 the 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.

                                        22
<PAGE>   26

     The following table lists key Ticona products, their trademarks, and their
major markets.

<TABLE>
<S>                                            <C>
--------------------------------------------   --------------------------------------------
 KEY TICONA PRODUCTS                           MAJOR MARKETS
--------------------------------------------   --------------------------------------------
 Hostaform(R)/Celcon(R) (Polyacetals)          Automotive, Electronics and Consumer
                                                Products
--------------------------------------------   --------------------------------------------
 GUR(R) (Ultra High Molecular Weight           Profiles, Battery Separators and Industrial
 Polyethylene or PE-UHMW)                      Specialties
--------------------------------------------   --------------------------------------------
Celanex(R)/Vandar(R) (Polyester Engineering    Electrical, Electronics, Automotive,
 Resins)                                       Appliances and Consumer Products
--------------------------------------------   --------------------------------------------
Vectra(R) (Liquid Crystal Polymers)            Electronics, Telecommunications and
                                                Automotive
--------------------------------------------   --------------------------------------------
 Fortron(R)* (Polyphenylene Sulfide or PPS)    Electronics, Automotive and Industrial
--------------------------------------------   --------------------------------------------
 Celanese Nylon 6/6(R)                         Automotive
--------------------------------------------   --------------------------------------------
 Topas(R) (Cycloolefin Copolymer)              Medical Applications, Food and
                                               Pharmaceuticals Packaging, Optical, Color
                                                Toner Binders
--------------------------------------------   --------------------------------------------
</TABLE>

     * 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'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 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, in which Ticona
holds a 45 percent ownership interest, is a leading supplier of polyacetals and
other engineering resins in the Asia/Pacific region. Ticona further strengthened
its position in this region by acquiring a 50 percent share of Korean
Engineering Plastics in December 1999. Korean Engineering Plastics is a leader
in the marketing and production of polyacetals in Korea. 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. Topas, a metallocene catalyst
based cycloolefin copolymer, or COC, is a newly engineered material. Topas has
been developed to be used in applications where transparency, high

                                        23
<PAGE>   27

temperature resistance and gas barrier properties are key requirements, such as
in optical applications and packaging films for sterile medical devices and food
storage. Ticona has commenced production at its new plant for Topas in
Oberhausen, Germany in September 2000.

     The basic raw material for GUR(R) and Topas(R) is ethylene, a widely
available commodity chemical with cyclical pricing. Smaller volume specialty
co-monomers for COC production are manufactured by Ticona.

     Polyesters such as Celanex(R) polybutylene terephthalate, or PBT, and
Vandar(R) 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(TM) polyethylene terephthalate, or PET, is a polyester which exhibits
rigidity and strength useful in large injection molded part applications.
Riteflex(R) 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(R), are used in electrical and electronics
applications and for precision parts with thin walls and complex shapes.
Fortron(R), a polyphenylene sulphide, or PPS, product, is used in a wide variety
of automotive and other applications, especially those requiring heat
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. Celstran(R) and Compel(R) 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(R), 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 E58
million, E40 million, and E66 million for the years 2000, 1999 and 1998,
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
(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 2002. Ticona is also
more than doubling the capacity of its Vectra(R) LCP plant in Shelby, North
Carolina. This expansion, which is scheduled to come on stream by February 2002,
will add three reactors to the two already in place and bring the plant's total
capacity to 8,500 tons per year.

                                        24
<PAGE>   28

     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, 2000, 1999 and 1998.

          NET SALES BY DESTINATION -- TECHNICAL POLYMER TICONA SEGMENT

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                  ---------------------------------------------
                                                      2000            1999            1998
                                                  -------------   -------------   -------------
                                                         % OF            % OF            % OF
                                                   E    SEGMENT    E    SEGMENT    E    SEGMENT
                                                  ---   -------   ---   -------   ---   -------
                                                        (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                                               <C>   <C>       <C>   <C>       <C>   <C>
North America..................................   518     56%     438     56%     405     54%
Europe/Africa..................................   360     39%     314     40%     323     43%
Asia/Australia.................................    22      2%      19      2%      15      2%
Rest of World..................................    23      3%      17      2%       7      1%
</TABLE>

     Ticona's consolidated net sales do not include the sales of Polyplastics or
Korean Engineering Plastics, which are accounted for under the equity method. If
Ticona's portion of the sales made by Polyplastics and Korean Engineering
Plastics were included in the chart above, the percentage of sales sold in
Asia/Australia would increase substantially, reflecting Polyplastics' and Korean
Engineering Plastics' leading positions in those markets. 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.

     Competition

     Ticona's principal competitors include Bayer AG, DuPont and General
Electric Company. Smaller regional competitors include Asahi/America, Inc., DSM
NV, Honeywell International Inc., Mitsubishi Plastics, Inc., Rhodia, Royal
Philips Electronics N.V., 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.

     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.

<TABLE>
<S>                                            <C>
--------------------------------------------   --------------------------------------------
 KEY PERFORMANCE PRODUCTS                      MAJOR MARKETS
--------------------------------------------   --------------------------------------------
 OPP Films                                     Packaging, Labeling and Electrical
                                                 Engineering (Capacitors)
--------------------------------------------   --------------------------------------------
 Sunett(R)                                     Beverages, Confections, Dairy Products and
                                                Pharmaceuticals
--------------------------------------------   --------------------------------------------
 Sorbates                                      Dairy Products, Baked Goods, Beverages,
                                                 Animal Feeds, Spreads and Delicatessen
                                                Products
--------------------------------------------   --------------------------------------------
</TABLE>

     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 world-wide OPP films business and has a leading position in
Europe. Its OPP films are made from very pure polypropylene granules and are
oriented, high strength films which are very thin, ranging from 3.5 um (0.0035
mm) to 100 um (0.1 mm),

                                        25
<PAGE>   29

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's 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: high
intensity sweeteners and food protection ingredients, such as sorbic acids and
sorbates. 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.

        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. In May 2000, Nutrinova won a patent
infringement lawsuit in the United Kingdom. The high court ruled that Scanchem
and Beijing Vitasweet infringed upon Nutrinova's European patent for making
Sunett, which expires in 2005. Nutrinova's strict patent enforcement strategy
resulted in this judgment as well as the settlement of other patent infringement
matters. 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. Trespaphan's
manufacturing plant in the United Kingdom was closed at the end of 1999 as part
of a strategic repositioning of the business. Nutrinova has production
facilities in Germany.

     Capital Expenditures

     The Performance Products segment's capital expenditures for property, plant
and equipment were E18 million, E12 million, and E35 million for the years 2000,
1999 and 1998, respectively. The capital expenditures incurred during these
years related 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
Performance Products segment by geographic region for the years ending December
31, 2000, 1999 and 1998.

                NET SALES BY DESTINATION -- PERFORMANCE PRODUCTS

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                              ---------------------------------------------------
                                                   2000              1999              1998
                                              ---------------   ---------------   ---------------
                                                       % OF              % OF              % OF
                                                E     SEGMENT     E     SEGMENT     E     SEGMENT
                                              -----   -------   -----   -------   -----   -------
                                                       (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                                           <C>     <C>       <C>     <C>       <C>     <C>
North America..............................     127     31%       111     28%        98     24%
Europe/Africa..............................     252     62%       233     59%       255     63%
Asia/Australia.............................      12      3%        11      3%        12      3%
Rest of World..............................      18      4%        42     10%        42     10%
</TABLE>

     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 higher value market
segments and

                                        26
<PAGE>   30

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. In September 2000, Nutrinova signed an exclusive
international distribution agreement with Opta Food Ingredients, Inc. to market
and sell Opta's line of oat fiber and bran products worldwide, excluding the
United States, Canada and Israel. Marketing of these products began in the first
quarter of 2001.

     Competition

     Principal competitors of Trespaphan are AET Inc., Exxon Mobil Corporation,
and UCB Films. Nutrinova's principal competitors are Daicel, Holland Sweetener
Company, The Nutrasweet Company, other Japanese manufacturers and several
Chinese manufacturers.

OTHER ACTIVITIES

     Other Activities includes revenues mainly from the captive insurance
companies, Celanese Ventures GmbH and the high performance polymer PBI as well
as several service companies which do not have significant sales. In the second
quarter of 2000, Celanese acquired 100 percent of Axiva GmbH, a process
technology and engineering business, from Aventis S.A. In the fourth quarter of
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 Ventures promotes research projects that lie
outside of Celanese's core businesses or, due to their long-term perspective and
widely spread application possibilities, cannot be operated by the businesses
alone. Celanese Ventures is presently active in developing membrane electrode
units for fuel cells, new catalysts for high-performance polymers and innovative
food ingredients. Effective July 1, 2000, Advanced Fiber Materials, comprised of
the high performance polymer PBI product line, was transferred from the Acetate
Products segment to Other Activities to reflect the strategic alignment of PBI
with Celanese Ventures' fuel cell project. See Note 26 to the Consolidated
Financial Statements.

ACQUISITIONS AND DIVESTITURES

Celanese made the following acquisitions during 2000 and 1999:

     In May 2000, Celanese acquired 100 percent of Axiva GmbH, a process
technology and engineering business, from Aventis S.A. for a purchase price of
DM 75 million (E38 million). 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 DM 20 million (E10 million) on the sale.

     In September 2000, Celanese completed the acquisition of the polyvinyl
alcohol business of Air Products and Chemicals, Inc. for U.S.$326 million (E359
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 (E303 million) for this 44 percent minority interest.

     In December 1999, Ticona acquired a 50 percent ownership in Korea
Engineering Plastics for approximately 110 billion Korean Won (E94 million).

Celanese made the following divestitures during 2000:

     In January 2000, Celanese sold its phosphorous and phosphorous derivatives
business, conducted by the Thermphos Group, to the Thermphos Group's management.

                                        27
<PAGE>   31

     In July 2000, Celanese sold its 50 percent interest in Vinnolit Kunstoff
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.

     Celanese received gross proceeds of E35 million in 2000 relating to the
sale of these discontinued operations.

Celanese made 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, which operates under the business name 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 the
        Minnesota Mining and Manufacturing Company; and

     -  its 50 percent share in the polypropylene joint venture Targor to BASF.

     Celanese received gross proceeds of E1,001 million in 1999 from the sale of
these discontinued operations.

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

     For further information on acquisitions and divestitures, see Note 5 to the
Consolidated Financial Statements and "Item 5. Operating and Financial Reviews
and Prospects -- Summary of Consolidated Results -- 2000 Compared with
1999 -- Discontinued Operations."

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.

                                        28
<PAGE>   32

     Celanese has accelerated its eBusiness initiatives and has reinforced its
long-standing commitment to valuing customer relationships through a network of
services. The following table lists the eBusiness initiatives which Celanese has
co-founded or in which Celanese has a major involvement:

<TABLE>
<S>                       <C>                                       <C>
---------------------------------------------------------------------------------------------------
 NAME                     DESCRIPTION OF EMARKETPLACE               NUMBER OF MARKET PARTICIPANTS
                                                                    AS OF DECEMBER 31, 2000*
---------------------------------------------------------------------------------------------------
 ChemConnect              Leading neutral online B2B marketplace    7,500
                          for chemicals, plastics, and industrial
                          gases. Buyers and sellers use
                          ChemConnect to find trading partners and
                          negotiate pricing online
---------------------------------------------------------------------------------------------------
 Elemica                  Neutral e-marketplace for the chemical    22
                          industry focused on reducing supply
                          chain costs by standardizing and
                          automating information exchange
---------------------------------------------------------------------------------------------------
 FreeMarkets              Online auctions for industrial parts,     Sellers: 150,000 Buyers: 100
                          raw materials, commodities and services
---------------------------------------------------------------------------------------------------
 Omnexus                  Injection & blow molding resins,          7
                          equipment, tooling, MRO
---------------------------------------------------------------------------------------------------
 GE Polymerland           Leader in plastics distribution           22
                          industry; part of GE Plastics
---------------------------------------------------------------------------------------------------
 GlobalBA.com             B2B e-commerce for specialty products     Deployed in February 2001
                          and plastics industry
---------------------------------------------------------------------------------------------------
 Yet2.com                 Technology exchange                       57
---------------------------------------------------------------------------------------------------
</TABLE>

     * Source: CommServ GmbH; Celanese AG.

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.
Celanese has not experienced difficulty in obtaining sufficient supplies of raw
materials in recent years, except that beginning in the second half of 2000 a
supplier's inability to deliver a reliable and consistent supply of carbon
monoxide severely limited operating rates at the new Singapore facility. See
"Acetyl Products" and "Item 3. Key Information -- Risk Factors." 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 may vary, perhaps substantially, from year to year.

     Celanese's production facilities rely largely on coal, fuel oil, natural
gas and electricity for energy. With respect to Celanese's European operations,
most of these raw materials are centrally purchased by special purpose
subsidiaries of Celanese which also buy raw materials on behalf of third
parties. Otherwise, these raw materials and energy are predominantly purchased
directly by Celanese's operating businesses.

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-

                                        29
<PAGE>   33

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
and Corpus Christi, Texas technical centers.

     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 generate growth. This effort involves the entire
value chain from 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 continuously 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 maintain low cost
leadership without sacrificing high quality processing.

     The research and development activities of the Performance Products segment
are conducted by the two businesses, Trespaphan and Nutrinova, separately.
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.

     Research and development costs are included in expenses as incurred.
Celanese's research and development costs for 2000, 1999 and 1998 were E94
million, E79 million and E101 million, respectively. For additional information
on Celanese's research and development expenses, see "Item 5. Operating and
Financial Review and Prospects -- Overview -- 2000 Compared with 1999" and
"Summary by Business Segment -- 1999 Compared with 1998."

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 grant 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.

     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.

     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.
                                        30
<PAGE>   34

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; and

     -  Maintenance of safe conditions in the workplace.

     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. In 2000, Celanese's worldwide expenditures, including those with
respect to third party and divested sites, for compliance with environmental
control regulations and internal company initiatives totaled E82 million, of
which E8 million was for capital projects. Celanese's 2001 budget calls for
expenses, including capital projects, of E90 million. 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.

     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 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 E9 million for the three years ended
December 31, 2000, with expenditures in no year greater than E5 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-Hoechst, Gendorf,
Huerth-Knapsack, Wiesbaden, Oberhausen and Kelsterbach. Producers at the sites,
including subsidiaries of Celanese, are owners of limited partnership interests
in the respective InfraServ companies. In connection with the demerger, Hoechst
transferred all of its limited partnership interests in InfraServ companies for
all of Hoechst's production sites in Germany except for Marburg, which is a life
                                        31
<PAGE>   35

sciences production site, to Celanese. In January 2001, Celanese transferred its
limited partnership interest in InfraServ GmbH & Co. Muenchsmuenster KG, the
company that owns the production site on Muenchsmuenster, to Ruhr Oel GmbH.

     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 which 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. The limited partners are also
obligated to indemnify InfraServ Verwaltungs GmbH against any such liability. In
view of this potential obligation to eliminate residual contamination, the
InfraServ companies have recorded provisions totaling approximately E260 million
as of December 31, 2000, of which E57 million have been 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.

     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 24 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 reserved, as of December 31, 2000, E416 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 E250 million. Hoechst will bear those liabilities
exceeding E250 million, but Celanese will reimburse Hoechst for one-third of
those liabilities for amounts that exceed E750 million. See Note 4 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
                                        32
<PAGE>   36

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.

ORGANIZATIONAL STRUCTURE

Significant Subsidiaries

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

<TABLE>
<CAPTION>

  --------------------------------------------------------------------------------------------------------
   NAME OF COMPANY                        COUNTRY OF INCORPORATION         PERCENTAGE OWNED
  --------------------------------------------------------------------------------------------------------
  <S>                                     <C>                              <C>
   Celanese Canada, Inc.                  Canada                           100.00%
  --------------------------------------------------------------------------------------------------------
   Celanese Chemicals Europe 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 Acetate LLC                   USA                              100.00%
  --------------------------------------------------------------------------------------------------------
   Celanese Ltd.                          USA                              100.00%
  --------------------------------------------------------------------------------------------------------
   Ticona Polymers, Inc.                  USA                              100.00%
  --------------------------------------------------------------------------------------------------------
</TABLE>

DESCRIPTION OF PROPERTY

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

     As of December 31, 2000, 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, including
its joint venture properties.

<TABLE>
<S>                                               <C>                         <C>
--------------------------------------------------------------------------------------------------------
 CORPORATE CENTER
--------------------------------------------------------------------------------------------------------
 SITE                                             LEASED/OWNED                PRODUCTS SOLD
--------------------------------------------------------------------------------------------------------
 Kronberg/Taunus, Germany                         Leased                      Administrative offices
--------------------------------------------------------------------------------------------------------
</TABLE>

                                        33
<PAGE>   37

<TABLE>
<S>                                               <C>                         <C>
--------------------------------------------------------------------------------------------------------
 ACETYL PRODUCTS
--------------------------------------------------------------------------------------------------------
 SITE                                             LEASED/OWNED                PRODUCTS SOLD
--------------------------------------------------------------------------------------------------------
 Bay City, Texas, USA                             Owned                       Butyl acetate
                                                                              Iso-butylacetate
                                                                              Propylacetate
                                                                              Vinyl acetate
--------------------------------------------------------------------------------------------------------
 Bishop, Texas, USA                               Owned                       Formaldehyde
                                                                              Methanol
                                                                              Polyols
--------------------------------------------------------------------------------------------------------
 Calvert City, Kentucky, USA                      Owned                       Polyvinyl alcohol
--------------------------------------------------------------------------------------------------------
 Cangrejera, Veracruz, Mexico                     Owned                       Acetic anhydride
                                                                              Acetone derivatives
                                                                              Ethyl acetate
                                                                              Vinyl acetate
--------------------------------------------------------------------------------------------------------
 Clear Lake, Texas, USA                           Owned; the methanol         Acetic acid
                                                  operation of this facility  Methanol
                                                  is owned by a joint         Vinyl Acetate
                                                  venture
--------------------------------------------------------------------------------------------------------
 Edmonton, Alberta, Canada                        Owned                       Acetic acid
                                                                              Formaldehyde
                                                                              Methanol
                                                                              Pentaerythritol
                                                                              Vinyl acetate
--------------------------------------------------------------------------------------------------------
 Frankfurt am Main, Germany                       Owned by InfraServ GmbH &   Acetaldehyde
                                                  Co. Hoechst KG in which     Butyl acetate
                                                  Celanese holds a 28.2       Vinyl acetate
                                                  percent limited
                                                  partnership interest
--------------------------------------------------------------------------------------------------------
 Pampa, Texas, USA                                Owned                       Acetic acid
                                                                              Acetic anhydride
                                                                              Ethyl acetate
                                                                              Methyl ethyl ketone
--------------------------------------------------------------------------------------------------------
 Pasadena, Texas, USA                             Owned                       Polyvinyl Alcohol
--------------------------------------------------------------------------------------------------------
 Singapore, Singapore(1)                          Owned                       Acetic acid
                                                                              Butyl acetate
                                                                              Ethyl acetate
                                                                              Vinyl acetate
--------------------------------------------------------------------------------------------------------
 Tarragona, Spain                                 Owned by Taqsa AIE, in      Vinyl acetate
                                                  which Celanese holds a
                                                  15.0 percent share.
--------------------------------------------------------------------------------------------------------
</TABLE>

                                        34
<PAGE>   38

<TABLE>
<S>                                               <C>                         <C>
--------------------------------------------------------------------------------------------------------
 CHEMICAL INTERMEDIATES
--------------------------------------------------------------------------------------------------------
 SITE                                             LEASED/OWNED                PRODUCTS SOLD
--------------------------------------------------------------------------------------------------------
 Bay City, Texas, USA                             Owned                       Carboxylic Acids
                                                                              n/i-Butyraldehyde Butyl,
                                                                              Alcohols
                                                                              Propionaldehyde,
                                                                              Propyl Alcohols
--------------------------------------------------------------------------------------------------------
 Bucks, Alabama, USA                              Owned                       Amines
--------------------------------------------------------------------------------------------------------
 Clear Lake, Texas, USA                           Owned                       Amines
--------------------------------------------------------------------------------------------------------
 Oberhausen, Germany                              Owned by InfraServ GmbH &   Butanol
                                                  Co.                         Dioctyl Phthalate
                                                  Oberhausen KG in which      2-Ethylhexanol
                                                  Celanese holds an 84.0      n/i-Butyraldehyde
                                                  percent limited             Propanol
                                                  partnership interest
--------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                               <C>                         <C>
--------------------------------------------------------------------------------------------------------
 ACETATE PRODUCTS
--------------------------------------------------------------------------------------------------------
 SITE                                             LEASED/OWNED                PRODUCTS SOLD
--------------------------------------------------------------------------------------------------------
 Edmonton, Alberta, Canada                        Owned                       Tow
--------------------------------------------------------------------------------------------------------
 Lanaken, Belgium                                 Owned                       Tow, Filament
--------------------------------------------------------------------------------------------------------
 Narrows, Virginia, USA                           Owned                       Tow, Filament
--------------------------------------------------------------------------------------------------------
 Ocotlan, Jalisco, Mexico                         Owned                       Tow, Filament
--------------------------------------------------------------------------------------------------------
 Rock Hill, South Carolina, USA                   Owned                       Flake, Filament
--------------------------------------------------------------------------------------------------------
</TABLE>

                                        35
<PAGE>   39

<TABLE>
<S>                                               <C>                         <C>
--------------------------------------------------------------------------------------------------------
 TECHNICAL POLYMERS TICONA
--------------------------------------------------------------------------------------------------------
 SITE                                             LEASED/OWNED                PRODUCTS SOLD
--------------------------------------------------------------------------------------------------------
 Auburn Hills, Michigan, USA                      Leased                      Research & Development
--------------------------------------------------------------------------------------------------------
 Bayport, Texas, USA                              Leased                      GUR(R)
--------------------------------------------------------------------------------------------------------
 Bishop, Texas, USA                               Owned                       Celanex
                                                                              Nylon
                                                                              Polyacetal
--------------------------------------------------------------------------------------------------------
 Florence, Kentucky, USA                          Owned                       Compounding
--------------------------------------------------------------------------------------------------------
 Frankfurt am Main, Germany                       Owned by InfraServ GmbH &   Research & Development
                                                  Co.
                                                  Hoechst KG in which
                                                  Celanese holds a 28.2
                                                  percent limited
                                                  partnership interest
--------------------------------------------------------------------------------------------------------
 Kelsterbach, Germany                             Owned by InfraServ GmbH &   Celstran(R)
                                                  Co.                         Polyacetal
                                                  Kelsterbach KG in which
                                                  Celanese holds a 100.0
                                                  percent limited
                                                  partnership interest
--------------------------------------------------------------------------------------------------------
 Oberhausen, Germany(2)                           Owned by InfraServ GmbH &   GUR
                                                  Co.                         Norbornene
                                                  Oberhausen KG in which      Topas(R)
                                                  Celanese holds an 84.0
                                                  percent limited
                                                  partnership interest
--------------------------------------------------------------------------------------------------------
 Shelby, North Carolina, USA                      Owned                       LCP
                                                                              PBT
--------------------------------------------------------------------------------------------------------
 Summit, New Jersey, USA                          Owned                       Headquarters/Research &
                                                                              Development
--------------------------------------------------------------------------------------------------------
 Wilmington, North Carolina, USA                  Leased by a joint venture   Fortron(R)
                                                  in which Celanese has a
                                                  controlling interest
--------------------------------------------------------------------------------------------------------
 Winona, Minnesota, USA                           Owned                       Celstran
--------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                               <C>                         <C>
--------------------------------------------------------------------------------------------------------
 PERFORMANCE PRODUCTS
--------------------------------------------------------------------------------------------------------
 SITE                                             LEASED/OWNED                PRODUCTS SOLD
--------------------------------------------------------------------------------------------------------
 Frankfurt am Main, Germany (Nutrinova)           Owned by InfraServ GmbH &   Sorbates
                                                  Co. Hoechst KG in which     Sunett(R)
                                                  Celanese holds a 28.2
                                                  percent limited
                                                  partnership interest
--------------------------------------------------------------------------------------------------------
 Mantes-la-Ville, France (Trespaphan)             Owned                       OPP film
--------------------------------------------------------------------------------------------------------
 Neunkirchen, Germany (Trespaphan)                Owned                       OPP film
--------------------------------------------------------------------------------------------------------
 Zacapu, Michoacan, Mexico (Trespaphan)           Owned                       OPP film
--------------------------------------------------------------------------------------------------------
 Krugersdorp, South Africa (Trespaphan)           Owned                       OPP film
--------------------------------------------------------------------------------------------------------
</TABLE>

---------------

(1) For information regarding the production rates at Celanese's Singapore
    facility, see "Business Segments -- Acetyl Products."

(2) Technical Polymers Ticona's new plant for its Topas cycloolefin copolymer in
    Oberhausen, Germany commenced production in September 2000. As markets are
    currently being developed for this new

                                        36
<PAGE>   40

   product, the plant is operating at less than intended capacity. For further
   information on Topas, see "Information on the Company -- Technical Polymers
   Ticona."

     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 2000, Celanese and its consolidated subsidiaries, in the aggregate, had
capital expenditures for the expansion and modernization of production,
manufacturing, research and administrative facilities of E235 million. In 1999
these expenditures amounted to E262 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 --
Environmental Matters." Additional information with respect to Celanese's
property, plant and equipment, and leases is contained in Notes 10 and 21 to the
Consolidated Financial Statements.

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 -- 2000 Compared
with 1999 -- 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 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. Some costs have been reflected in the Consolidated Financial
Statements which are not necessarily indicative of the costs that Celanese would
have incurred had it operated as an independent, stand-alone entity for all
periods presented. These costs include allocated Hoechst corporate overhead,
interest expense and income taxes. Prior to the effective date of the demerger,
the businesses and activities demerged to Celanese were not managed as a

                                        37
<PAGE>   41

single strategic business entity, but were operated by separate management teams
which coordinated with strategic management at the Hoechst holding company
level. Since the effective date of the demerger, Celanese has been managed as a
single strategic entity.

     The financial condition and results of operations of Celanese have been,
and may in the future be, affected by special charges. Special charges include
provisions for restructuring and other unusual expenses incurred outside the
ordinary course of business. See Note 25 to the Consolidated Financial
Statements.

     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 E1.00. Since January 1, 1999,
Celanese's financial statements have been prepared in euro and are no longer
restated from Deutsche Mark into euro. Accordingly, the Consolidated Financial
Statements for all periods prior to December 31, 1998 depict the trends that
would have been presented had they been 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. See Note 1 to the Consolidated Financial Statements.

MAJOR EVENTS IN 2000

     -  The announced divestiture program of non-core activities was completed

     -  Price increases, cost reductions and the benefits from restructuring
        reduced the impact of significantly higher raw material costs

     -  Operating problems at the plant in Clear Lake, Texas and supply problems
        at the Singapore plant affected earnings

     -  David N. Weidman appointed member of the Management Board and CEO of
        Celanese Chemicals

     -  Acquisition of polyvinyl alcohol business strengthens the acetyls value
        chain

     -  Completion of share buy back program

     -  Start up of acetic acid plant in Singapore and cycloolefin copolymer
        ("COC") plant in Germany

     -  Strong platform created for eBusiness activities

                                        38
<PAGE>   42

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                          -----------------------------------------------------------------
                                                  2000               2000           1999           1998
                                          --------------------   ------------   ------------   ------------
                                          (IN $ MILLIONS, (1)
                                          EXCEPT FOR PER SHARE
                                                 DATA)           (IN E MILLIONS, EXCEPT FOR PER SHARE DATA)
                                          --------------------   ------------------------------------------
<S>                                       <C>                    <C>            <C>            <C>
Net sales..............................             4,888              5,207          4,318          4,344
Gross profit...........................               718                766            697            890
EBITDA(2) excluding special charges....               469                500            377            580
Operating profit (loss)................                78                 83           (521)           168
Earnings (loss) from continuing
  operations...........................                51                 55           (502)           (56)
Net earnings (loss)....................                54                 58           (207)           (44)

Weighted average shares -- basic and
  diluted..............................        53,293,128         53,293,128     55,915,369     55,915,369
Earnings (loss) per common share --
  From continuing operations...........               .96               1.03          (8.98)         (1.00)
Earnings (loss) per common share.......              1.01               1.09          (3.70)         (0.79)
</TABLE>

---------------

(1) The 2000 figures in U.S. dollars have been translated solely for the
    convenience of the reader at an exchange rate of U.S. $0.9388 per E1.00, the
    noon buying rate of the Federal Reserve Board of New York on December 29,
    2000.

(2) Earnings before interest, taxes, depreciation and amortization.

OVERVIEW -- 2000 COMPARED WITH 1999

     Net earnings increased significantly, reflecting lower special charges,
higher pricing, cost reductions and benefits from 1999 and 2000 restructuring
initiatives. Profitability was constrained by rising raw material costs,
supply/demand imbalances in some businesses, and supply interruptions at two
major plants in the Acetyl Products segment.

     Sales rose 21%, largely on the strength of price increases (+12%) and
favorable currency effects (+11%), principally the appreciation of the U.S.
dollar against the euro. Volumes declined by 2%. Earnings before interest,
taxes, depreciation and amortization ("EBITDA") excluding special charges rose
33% to E500 million. The increase in EBITDA excluding special charges was driven
by the successful pass through of higher raw material costs in the Acetyl
Products segment, strong first half demand from the automotive and
electrical/electronic markets for Ticona's technical polymers and cost savings
as well as the appreciation of the U.S. dollar against the euro in all segments.

     Depreciation and amortization increased in 2000 over 1999 primarily as a
result of currency effects, depreciation associated with expansions and
investments, the full year effect of the 1999 change in the remaining life of
the 1987 Celanese merger goodwill from 27 to 20 years and the goodwill
associated with the third quarter 1999 acquisition of the outstanding shares in
Celanese Canada, Inc.

     Restructuring initiatives continued throughout 2000. Celanese closed
inefficient, high-cost production facilities and concentrated production at
larger, more cost-efficient sites. Special charges, including restructuring
charges, amounted to E29 million compared to E559 million in 1999. The
restructuring charges in 2000 largely relate to the closure of acetic acid,
acetic anhydride and acetaldehyde units in Knapsack, Germany. Annual cost
savings from the 1999 and 2000 restructuring initiatives are estimated to be
E165 million upon completion.

     Celanese made progress in implementing its growth and profitability
strategies. In July 2000, production began at a new acetic acid unit in
Singapore. In September 2000, production began at a new Ticona plant in
Oberhausen, Germany, for cycloolefin copolymers, an engineering plastic with
superior optical and moisture barrier properties. Also, in September, Celanese
acquired the assets of Air Products' polyvinyl alcohol ("PVOH") business for
E359 million. The acquisition extends our core acetyl value chain into higher
value-added products.

                                        39
<PAGE>   43

     During the first nine months, Celanese repurchased 5.6 million shares in
connection with the share buy back program at a total cost of E123 million. As
of December 31, 2000, there were 50.3 million shares outstanding as compared
with 55.9 million shares on December 31, 1999.

SELECTED DATA BY BUSINESS SEGMENT

     The following table presents the segment results for Celanese's continuing
operations for 2000, 1999 and 1998. EBITDA excluding special charges is believed
by management to be a useful measure for evaluating the operating performance of
Celanese's businesses as it eliminates the effect of depreciation and
amortization of tangible and intangible assets, most of which were from
acquisitions accounted for under the purchase method of accounting, as well as
the effects of special charges which unusually affect the operating results.
However, EBITDA excluding special charges should be considered in addition to,
not as a substitute for, operating earnings, net earnings, cash flows, and other
measures of financial performance reported in accordance with generally accepted
accounting principles. EBITDA differs from cash flows from operating activities
primarily because it does not consider changes in assets and liabilities from
period to period, and it does not include cash flows for interest and taxes.

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                --------------------------------------------------------------------
                                2000           2000                 1999                 1998
                                -----   ------------------   ------------------   ------------------
                                                   % OF                 % OF                 % OF
                                $(1)      E     SEGMENT(2)     E     SEGMENT(2)     E     SEGMENT(2)
                                -----   -----   ----------   -----   ----------   -----   ----------
                                                 (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                             <C>     <C>     <C>          <C>     <C>          <C>     <C>
NET SALES(3)
Acetyl Products...............  1,977   2,106       40       1,561       36       1,518       34
Chemical Intermediates........  1,018   1,085       21         884       20         920       21
Acetate Products..............    710     756       14         739       17         839       19
Technical Polymers Ticona.....    867     923       17         788       18         750       17
Performance Products..........    384     409        8         397        9         407        9
                                -----   -----      ---       -----      ---       -----      ---
Segment Total.................  4,956   5,279      100       4,369      100       4,434      100
                                                   ===                  ===                  ===
Other Activities..............     78      84                   60                   60
Intersegment Eliminations.....   (146)   (156)                (111)                (150)
                                -----   -----                -----                -----
Total Net Sales...............  4,888   5,207                4,318                4,344
                                =====   =====                =====                =====
EBITDA EXCLUDING SPECIAL
  CHARGES(4)
Acetyl Products...............    188     200       36          89       21         246       36
Chemical Intermediates........     47      50        9          84       19         111       16
Acetate Products..............     86      92       17          95       22         154       23
Technical Polymers Ticona.....    131     140       25         123       28         115       17
Performance Products..........     70      74       13          42       10          52        8
                                -----   -----      ---       -----      ---       -----      ---
Segment Total.................    522     556      100         433      100         678      100
                                                   ===                  ===                  ===
Other Activities..............    (53)    (56)                 (56)                 (98)
                                -----   -----                -----                -----
Total EBITDA Excluding Special
  Charges.....................    469     500                  377                  580
                                =====   =====                =====                =====
</TABLE>

                                        40
<PAGE>   44

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                --------------------------------------------------------------------
                                2000           2000                 1999                 1998
                                -----   ------------------   ------------------   ------------------
                                                   % OF                 % OF                 % OF
                                $(1)      E     SEGMENT(2)     E     SEGMENT(2)     E     SEGMENT(2)
                                -----   -----   ----------   -----   ----------   -----   ----------
                                                 (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                             <C>     <C>     <C>          <C>     <C>          <C>     <C>
OPERATING PROFIT (LOSS)(3)
Acetyl Products...............     (9)    (10)     (10)        (65)      19         152       45
Chemical Intermediates........    (22)    (24)     (23)        (47)      13          54       16
Acetate Products..............      8       9        9         (46)      13          94       28
Technical Polymers Ticona.....     90      96       92         (96)      28          53       15
Performance Products..........     31      33       32         (93)      27         (12)      (4)
                                -----   -----      ---       -----      ---       -----      ---
Segment Total.................     98     104      100        (347)     100         341      100
                                                   ===                  ===                  ===
Other Activities..............    (20)    (21)                (174)                (173)
                                -----   -----                -----                -----
Total Operating Profit
  (Loss)......................     78      83                 (521)                 168
                                =====   =====                =====                =====
</TABLE>

---------------

(1) The 2000 figures in U.S. dollars are unaudited and have been translated
    solely for the convenience of the reader at an exchange rate of U.S. $0.9388
    per E1.00, the noon buying rate of the Federal Reserve Board of New York on
    December 29, 2000.

(2) The percentages in this column represent the percentage contribution of each
    segment to the total of all segments.

(3) Derived from the accompanying audited Consolidated Financial Statements.

(4) For a further discussion of special charges, see "Summary by Business
    Segment -- 2000 Compared with 1999 -- Special Charges", "Summary of
    Consolidated Results -- 2000 Compared with 1999 -- Special Charges",
    "Summary by Business Segment -- 1999 Compared with 1998 -- Special Charges"
    and "Summary of Consolidated Results -- 1999 Compared with 1998 -- Special
    Charges."

SUMMARY BY BUSINESS SEGMENT -- 2000 COMPARED WITH 1999

     Acetyl Products

     Net sales for the Acetyl Products segment increased by 35% to E2,106
million in 2000 from E1,561 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 majeure world-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 will
receive a payment of approximately E35 million. This payment represents
compensation related to the aforementioned operational problems at the
supplier's Singapore facility through March 2001. Of this amount, approximately
E31 million will be recognized in Celanese's first quarter 2001 operating
results. The remainder was recognized in the fourth quarter 2000.

     In 2000, the Acetyl Products segment recorded special charges of E68
million, which included E53 million from the closure of acetic acid, acetic
anhydride and acetaldehyde units at Knapsack, Germany. The remaining E15 million
was primarily associated with employee severance costs from restructuring at an
administrative office and a production facility in Texas. Special charges of E53
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 E10
million in 2000 from E65 million in 1999. The operating loss in 2000 was
favorably affected by our ability to pass along rising raw material and

                                        41
<PAGE>   45

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 E111 million to E200 million in 2000 as compared to E89 million in 1999.

     Chemical Intermediates

     Net sales for the Chemical Intermediates segment increased by 23% to E1,085
million in 2000 from E884 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 E13 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 E4
million, primarily related to administrative restructuring. This compares to
special charges of E57 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
E24 million in 2000 from E47 million in 1999. The 1999 operating results were
favorably affected by an insurance settlement of E17 million and the E13 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 E50 million in 2000 from E84 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 E756 million
in 2000 from E739 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 product line (polybenzimidazole or "PBI") 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 E8 million in 2000
as compared to special charges of E81 million in 1999. 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. These charges were partially offset by a E3
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
E66 million associated with the closures of acetate filament units in the U.S.
and Canada and the partial shutdown of a

                                        42
<PAGE>   46

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 E9 million in 2000
improved from an operating loss of E46 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 E92
million in 2000 declined slightly as compared to E95 million in 1999.

     Technical Polymers Ticona

     Net sales for the Ticona segment increased by 17% to E923 million in 2000
from E788 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 E29 million of income in 2000 as
compared to E154 million of expense in 1999. The income recorded in 2000 was
primarily due to an E18 million insurance reimbursement associated with the
plumbing cases. In addition, an unfavorable tax treatment affected the severance
benefits to be received by our employees in Germany. Therefore, we modified the
timing of payments associated with our 1999 restructuring plan, which resulted
in a E10 million adjustment in 2000. The 1999 special charges of E154 million
included the E128 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 E96 million from an
operating loss of E96 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 E17
million to E140 million in 2000 from E123 million in 1999.

     Performance Products

     Net sales for the Performance Products segment increased by 3% to E409
million in 2000 from E397 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(R)
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.

     The Performance Products segment recorded E6 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 E99 million of special
charges in 1999, of which E75 million related to antitrust actions in the
sorbates industry
                                        43
<PAGE>   47

(See Note 23 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 E33 million in
2000 improved from an operating loss of E93 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 E32 million to E74 million in 2000 from E42 million in 1999.

     Other Activities

     Other Activities includes revenues mainly from the captive insurance
companies, Celanese Ventures GmbH and the high performance polymer PBI as well
as several service companies which do not have significant sales.

     In the second quarter of 2000, Celanese acquired 100% of Axiva 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, PBI was transferred from the Acetate Products
segment to Other Activities to reflect the strategic alignment of the high
performance polymer with the fuel cell project of Celanese Ventures.

     Net sales for Other Activities increased by 40% to E84 million in 2000 from
E60 million in 1999. The increase was primarily due to the transfer of PBI from
Acetate Products in 2000, which contributed E11 million during the second half
of 2000. PBI had net sales of E17 million in 1999.

     In special charges, Other Activities recorded a E28 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 E115 million of special charges in 1999, of which E52 million related
to environmental and other costs associated with previously divested entities of
Hoechst and E28 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 E153 million to E21
million in 2000 compared to E174 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 E56 million in 2000 and 1999.

SUMMARY OF CONSOLIDATED RESULTS -- 2000 COMPARED WITH 1999

     Net Sales

     Net sales increased by 21% to E5,207 million in 2000 as compared to E4,318
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 E4,441 million in 2000 compared with
E3,621 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

                                        44
<PAGE>   48

costs. Additionally, in order to be consistent with industry practice, E37
million of distribution costs incurred in 2000 were included in cost of sales.
The comparable costs of E34 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 E567
million in 2000 from E570 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 E34 million. Additionally, the receipt of a E17
million insurance settlement related to environmental claims contributed to the
decrease. Partially offsetting these decreases were strategic measures such as
our participation in major industry eBusiness platforms, which increased
selling, general and administrative expenses by approximately E20 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 E94 million in 2000
from E79 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 E29 million, which
consisted of E97 million of restructuring charges, E59 million of income for
adjustments to restructuring reserves recorded in 1999, E9 million of costs for
the relocation of production assets associated with restructuring initiatives
and E18 million of income from the receipt of higher than expected insurance
reimbursements linked to the plumbing cases (See Note 23 to the Consolidated
Financial Statements).

     The E97 million of restructuring charges included employee severance costs
of E46 million and plant and office closure costs of E51 million. Employee
severance costs of E33 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 E11 million were
associated with the planned reduction of approximately 115 positions in the
Acetate Products business. The plant and office closure charges of E51 million
consisted mainly of contractual obligations and asset impairments for the
closure of an Acetyl Products plant in Europe (E47 million). Annual cost savings
from all of the 2000 restructuring initiatives are estimated to be in excess of
E35 million upon completion of these initiatives.

     The E59 million of income for adjustments to the 1999 restructuring
reserves related to employee termination benefits (E24 million) and plant and
office closures (E35 million). Employee termination benefits were adjusted by
E11 million due largely to unplanned voluntary resignations and by E10 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 E3 million in restructuring reserves. This
facility is expected to be closed by early 2003. The adjustments associated with
plant and office closures resulted mainly from the earlier than expected
disposal of lease obligations for former administrative facilities (E28
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 (E4 million). The closure costs of a
Canadian acetate filament facility were lower than estimated (E3 million).

                                        45
<PAGE>   49

     Special charges of E9 million consist of non-restructuring charges related
to the relocation of the OPP Film production assets from Swindon, UK to Mantes,
France (E6 million) and the cost of transferring acetate filament equipment
within North America resulting from restructuring initiatives (E3 million).

     In 1999, Celanese recorded special charges totaling E559 million. This
amount consisted of non-restructuring special charges of E341 million relating
primarily to the plumbing cases (E128 million; see Note 23 to the Consolidated
Financial Statements), the U.S. antitrust actions in the sorbates industry (E75
million; see Note 23 to the Consolidated Financial Statements), asset
impairments (E56 million), environmental and other costs associated with
previously divested Hoechst entities (E52 million) and demerger costs (E28
million). The remaining amount of E218 million related to restructuring charges
of which E116 million represented personnel severance costs and E102 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 are estimated
to be in excess of E130 million upon completion of these initiatives.

     Foreign Exchange Gain (Loss)

     Foreign exchange gain (loss) increased to a gain of E5 million in 2000 from
a loss of E12 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 E83 million in 2000 compared to an operating loss in
1999 of E521 million. The main reason for this change was the reduction of
special charges, which decreased from E559 million in 1999 to E29 million in
2000. Also contributing to the improvement in operating profit were favorable
currency movements, cost reductions and improving pricing, which were partially
offset by increased raw material costs.

     EBITDA excluding special charges totaled E500 million in 2000 compared to
E377 million in 1999.

     Equity in Net Earnings of Affiliates

     Equity in net earnings of affiliates increased to E19 million in 2000 from
E7 million in 1999. This increase was mainly attributable to increased earnings
from our joint venture 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 E75 million in 2000 from E111 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 E112 million in 2000 from E33
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

     Income tax expense was E84 million as compared to a benefit of E83 million
in 1999. The effective tax rate was 60% as compared to 14% in 1999. The
effective tax rate in 2000 was affected by 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.

                                        46
<PAGE>   50

     Minority Interests

     Earnings attributable to minority interests were E0 million in 2000
compared to income of E7 million in 1999. This decrease was principally
attributable to the purchase of the minority interests in Celanese Canada.

     Discontinued Operations

     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 E35 million from the sales
of these discontinued operations, which led to a net cash inflow in 2000 of E30
million from the 2000 divestitures and additional cash inflow of E60 million
from the 1999 divestitures.

     The completion of the Thermphos, Vintron and Vinnolit transactions led to a
gain in 2000 of E9 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 E3
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 E1,001 million
from the sales of these discontinued operations, which led to a net cash inflow
of E913 million in 1999. As a result of these transactions, Celanese recognized
a gain in 1999 of E452 million, net of taxes, on disposals of discontinued
operations in the consolidated statements of operations. In addition, earnings
from operations of discontinued operations, net of taxes, in 1999 were E14
million relating to these divested businesses (See Note 5 to the Consolidated
Financial Statements).

     Earnings from discontinued operations, net of tax, in 1999 of E310 million
consisted of the net gain associated with the transactions discussed above of
E452 million, the expected loss on the transactions associated with the
businesses to be divested in 2000 of E154 million and the earnings from
operations of discontinued operations of E12 million.

     The following table summarizes the results of the discontinued operations
for the years ended December 31, 2000, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                      OPERATING               EQUITY IN NET
                                                SALES               PROFIT (LOSS)         EARNINGS OF AFFILIATES
                                          ------------------   -----------------------   ------------------------
                                          2000   1999   1998   2000     1999      1998    2000     1999     1998
                                          ----   ----   ----   ----   ---------   ----   ------   ------   ------
                                                                      (IN E MILLIONS)
<S>                                       <C>    <C>    <C>    <C>    <C>         <C>    <C>      <C>      <C>
Discontinued operations of Performance
  Products..............................    -     54     50      -        10        6       -        -        -
Discontinued operations of Other
  Activities............................   54    649    765      3       (38)       9       -        -        -
Discontinued operations of Equity
  Investments...........................    -      -      -      -         -        -       2       36        9
                                           --    ---    ---     --       ---       --      --       --       --
Total Discontinued Operations...........   54    703    815      3       (28)      15       2       36        9
                                           ==    ===    ===     ==       ===       ==      ==       ==       ==
</TABLE>

     Extraordinary Item

     No extraordinary expense was incurred in 2000. Celanese incurred
extraordinary expenses of E15 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 E265 million to net earnings of E58 million in 2000 from a
net loss of E207 million in 1999.

                                        47
<PAGE>   51

SUMMARY BY BUSINESS SEGMENT -- 1999 COMPARED WITH 1998

     Acetyl Products

     Net sales for the Acetyl Products segment increased by 3% to E1,561 million
in 1999 from E1,518 million in 1998 as a result of volume increases (+5%) and
favorable currency movements (+3%), which were partially offset by lower selling
prices (-5%). The year was characterized by a very difficult pricing
environment. Despite average cost increases of 10% for natural gas and 32% for
ethylene, selling prices for this segment actually declined. For example,
average selling prices for two key products, acetic acid and vinyl acetate, were
down 15% and 5%, respectively. Excess industry capacity made it difficult to
pass on higher costs to customers, and it was necessary to reduce selling prices
in order to maintain market positions. The typical time lag between changes in
raw material costs and product selling prices was extended by the severe
competitive situation in the industry.

     The Acetyl Products segment recorded E53 million of special charges in 1999
primarily related to 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 Acetyl Products segment recorded E9 million of
special charges in 1998 associated with the closure of an acetic acid unit in
Europe.

     The Acetyl Products segment had an operating loss of E65 million in 1999
after an operating profit of E152 million in 1998. Operating profit in 1999 was
negatively affected by E53 million of special charges together with an increase
in amortization of goodwill and incremental depreciation of E16 million
resulting primarily from the acquisitions of minority interests in Grupo
Celanese and Celanese Canada.

     EBITDA excluding special charges for the Acetyl Products segment decreased
to E89 million in 1999 as compared to E246 million in 1998, primarily as a
result of price declines and raw material price increases, which were slightly
offset by cost reduction efforts. In addition, 1998 was positively affected by a
E46 million settlement of a patent infringement lawsuit.

     Chemical Intermediates

     Net sales for the Chemical Intermediates segment decreased by 4% to E884
million in 1999 from E920 million in 1998, primarily as a result of price
decreases (-6%) and volume decreases (-2%), which were partially offset by
favorable currency movements (+3%). Additionally, net sales increased by 1% as
1999 net sales included the final milestone payment of E13 million related to an
acrylate project in Germany. Prices throughout the segment declined. The decline
in sales prices reflects the adverse effects of global industry capacity
outpacing market growth. Higher butyl acrylate volumes reflected additional
capacity at the Clear Lake plant while lower butanol volumes reflected
production difficulties at both the Bay City and Oberhausen plants in the first
half of 1999.

     The Chemical Intermediates segment recorded special charges totaling E57
million in 1999, of which E40 million was related to an asset impairment charge
associated with a European facility, as well as restructuring charges associated
with general downsizing in the business. The Chemical Intermediates segment
recorded E1 million in 1998 of personnel severance costs associated with a plant
in Germany.

     The Chemical Intermediates segment had an operating loss of E47 million in
1999 after an operating profit of E54 million in 1998. In 1999, Chemical
Intermediates was negatively affected by special charges of E57 million,
compounded by an increase in goodwill amortization and incremental depreciation
of E18 million resulting primarily from the acquisitions of minority interests
of Grupo Celanese and Celanese Canada. In addition, the effects of a full year
of depreciation, related to the acrylates expansion at Clear Lake and the
butanol expansion at Bay City, further affected operating results.

     EBITDA excluding special charges for the Chemical Intermediates segment
decreased to E84 million in 1999 as compared to E111 million in 1998, primarily
as a result of price and volume decreases discussed above, compounded by higher
propylene costs, which increased by approximately 7%. These factors were
partially offset by the favorable effects of a 1999 insurance settlement of E17
million for damages associated with an acrylic acid reactor as well as the E13
million milestone payment mentioned above.

                                        48
<PAGE>   52

     Acetate Products

     Net sales for the Acetate Products segment decreased by 12% to E739 million
in 1999 from E839 million in 1998 as a result of volume decreases (-12%) and
price decreases (-4%), which were partially offset by favorable currency
movements (+4%). Acetate tow sales volumes were lower as compared to 1998 due to
continuing competitive pressure, and pricing continued to suffer due to industry
overcapacity. Acetate filament experienced a sharp decline in volumes and weaker
pricing as a result of declines in the demand for acetate filament driven by a
shift in fashion away from filament-based fabrics, inter-fiber substitution and
Asian competition. In response to the difficult market conditions, Celanese has
announced plans to reduce capacity in acetate filament by 39,000 metric tons
over the next two years.

     The Acetate Products segment recorded E81 million of special charges in
1999, of which E66 million related primarily to restructuring charges 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 as well as severance costs
associated with downsizing across the business. The remainder is related to an
asset impairment charge in acetate filament. The Acetate Products segment
recorded E6 million of severance costs in 1998 associated with downsizing across
the business.

     The Acetate Products segment had an operating loss of E46 million in 1999
after an operating profit of E94 million in 1998. Acetate Products was
negatively affected in 1999 by special charges of E81 million, compounded by an
increase in amortization of goodwill and incremental depreciation of E6 million
resulting primarily from the acquisitions of minority interests in Grupo
Celanese and Celanese Canada.

     EBITDA excluding special charges for the Acetate Products segment decreased
to E95 million in 1999 as compared to E154 million in 1998, primarily as a
result of the price and volume declines discussed above, offset in part by cost
reduction efforts at all locations.

     Technical Polymers Ticona

     Net sales for the Ticona segment increased by 5% to E788 million in 1999
from E750 million in 1998 as a result of higher volumes (+6%) and favorable
currency movements (+3%), which were partly offset by price decreases (-4%). The
higher volumes were mainly a result of higher demand for new applications in the
automotive and telecommunications industries. The price declines were mainly
attributable to pricing pressure in standard grade products, particularly in
Europe. However, in the fourth quarter of 1999, the European trend began to
improve as price increases were announced and partly implemented. The results of
the fourth quarter were significantly above expectations due to unusually high
demand resulting from the strong economy in the U.S. and Europe as well as
pre-buying by customers ahead of an announced price increase.

     Ticona recorded E154 million of special charges in 1999, of which E128
million was related to the plumbing cases. See Note 23 to the Consolidated
Financial Statements. The remainder related mainly to restructuring charges
associated with employee severance costs.

     Ticona had an operating loss of E96 million in 1999 after an operating
profit of E53 million in 1998. The Technical Polymers Ticona segment was
negatively affected in 1999 by E154 million of special charges noted above.

     EBITDA excluding special charges for the Ticona segment rose to E123
million in 1999 as compared to E115 million in 1998, primarily as a result of
higher volumes, as raw material pricing remained relatively stable.

     Performance Products

     Net sales for the Performance Products segment decreased by 2% to E397
million in 1999 from E407 million in 1998. OPP film sales for 1999, which
represented 71% of net sales in this segment, decreased by 7% primarily because
of lower selling prices in most product lines resulting from worldwide
overcapacity and the pass-through of lower raw material prices to customers.
Food ingredients sales for 1999, which represented 29% of total segment net
sales, increased by 11% because of higher volumes of the high intensity

                                        49
<PAGE>   53

sweetener Sunett(R) in part because of a July 1998 approval by the U.S. Food and
Drug Administration for the use of Sunett in liquid beverages. A volume increase
in sorbates was offset by lower prices resulting from global overcapacity and
pricing pressure from Japanese and Chinese competitors.

     The Performance Products segment recorded E99 million of special charges in
1999, of which E75 million related to additional charges for antitrust actions
in the sorbates industry. See Note 23 to the Consolidated Financial Statements.
The remainder related mainly to restructuring charges associated with the
closure of an OPP films unit in the United Kingdom. The Performance Products
segment recorded E30 million of special charges in 1998 of which E27 million of
charges related to antitrust actions in the sorbates industry. The remainder
related to the shutdown of an OPP production line in the United Kingdom.

     The Performance Products segment had an operating loss of E93 million in
1999 as compared to an operating loss of E12 million in 1998. The segment was
negatively affected by special charges of E99 million in 1999 as compared to E30
million in 1998.

     EBITDA excluding special charges for the Performance Products segment
decreased to E42 million in 1999 compared to E52 million in 1998. The lower
results in the OPP films business was mainly a result of depressed sales prices
for all products and increased expenses associated with the expansion of the
Mexican OPP facility. Improved results in the food ingredients business were
mainly due to higher gross profit in the high intensity sweetener product line
resulting from increased volumes reinforced by the positive effects of cost
reduction efforts.

     Other Activities

     Net sales of Other Activities were E60 million in 1999 and 1998. Other
Activities includes revenues associated with Celanese's captive insurance
companies in addition to the research activities previously conducted by Hoechst
Research & Technology in the U.S., as well as several service companies which do
not have significant sales.

     Other Activities recorded E115 million of special charges in 1999, of which
E52 million related to environmental and other costs associated with previously
divested entities of Hoechst and E28 million to demerger costs. The remainder
relates to restructuring charges associated with the closure of an
administrative facility in the U.S. and Canada as well as final closure costs
related to Hoechst Research & Technology in the U.S.. Other Activities recorded
E54 million of special charges in 1998 primarily related to the discontinuation
of Hoechst Research & Technology in the U.S. (E21 million) as well as the
shutdown of the former U.S. corporate headquarters (E29 million).

     Other Activities had an operating loss of E174 million in 1999 compared to
an operating loss of E173 million in 1998. Other Activities was negatively
affected by special charges in 1999 of E115 million as compared to E54 million
of special charges in 1998.

     EBITDA excluding special charges for Other Activities improved to a loss of
E56 million in 1999 as compared to a loss of E98 million in 1998. The lower loss
is principally attributable to a reduction of the costs associated with the
discontinuation of Hoechst Research & Technology in the U.S. and to the receipt
of an E18 million insurance settlement related to environmental claims.

SUMMARY OF CONSOLIDATED RESULTS -- 1999 COMPARED WITH 1998

     Net Sales

     Net sales declined by 1% to E4,318 million in 1999 as compared to E4,344
million in 1998, primarily as a result of lower selling prices which were
partially offset by favorable currency movements and slightly higher volumes.
Lower selling prices were experienced in all segments due largely to industry
overcapacity in most segments. Favorable currency movements were primarily due
to the strengthening of the U.S. dollar versus the euro. Volume increases were
reported in the Acetyl Products, Technical Polymers Ticona and Performance
Products segments, while Acetate Products and Chemical Intermediates experienced
volume declines.

                                        50
<PAGE>   54

     Cost of Sales

     Cost of sales increased by 5% to E3,621 million in 1999 compared with
E3,454 million in 1998. Cost of sales as a percentage of sales increased to 84%
in 1999 from 80% in 1998 which reflects generally higher raw material costs and
lower selling prices

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased by 7% to E570
million in 1999 from E535 million in 1998. Selling, general and administrative
expenses as a percentage of sales increased to 13% in 1999 from 12% in 1998. In
1999, Celanese received an insurance settlement of E17 million for damages
associated with an acrylic acid reactor as well as an E18 million insurance
settlement related to environmental claims, which were partially offset by
additional goodwill amortization expense of E30 million. The increase in
goodwill amortization is directly related to the additional goodwill
amortization resulting from Hoechst acquiring substantially all the minority
interest of our Mexican subsidiary, Grupo Celanese, and subsequently
contributing this interest to Celanese in December 1998, Celanese acquiring the
minority interest in Celanese Canada in the third quarter 1999 as well as the
change in the remaining estimated life of the 1987 Celanese merger goodwill from
27 to 20 years. In 1998, Celanese received a settlement in connection with a
patent infringement lawsuit of E46 million. Excluding the effects of the items
noted above, selling, general and administrative expenses decreased to E575
million in 1999 from E581 million in 1998.

     Research and Development Expenses

     Research and development expenses decreased by 22% to E79 million in 1999
from E101 million in 1998, principally as a result of the continuing impact of a
strategic reorientation of research, according to which most research activity
is now undertaken by the operating businesses themselves instead of by a
separate research unit. This decision led to lower personnel and overall
research and development expense from the former Hoechst Research & Technology
in the U.S., which did not have any expenses in 1999 as compared to E39 million
in 1998. Research and development expense as a percentage of sales remained flat
at 2% for both 1999 and 1998.

     Special Charges

     In 1999, Celanese recorded special charges totaling E559 million. This
amount consists of non-restructuring special charges of E341 million relating
primarily to the plumbing cases (E128 million; see Note 23 to the Consolidated
Financial Statements), the U.S. antitrust actions in the sorbates industry (E75
million; see Note 23 to the Consolidated Financial Statements), asset
impairments (E56 million), environmental and other costs associated with
previously divested Hoechst entities (E52 million) and demerger costs (E28
million). The remaining amount of E218 million relates to restructuring charges
of which E116 million represents personnel severance costs and E102 million is
associated with plant and office closures. The personnel severance costs were
associated with the elimination of approximately 2,000 positions. Annual cost
savings from all of the 1999 restructuring initiatives were estimated to be in
excess of E130 million upon completion of these initiatives.

     In 1998, Celanese recorded special charges totaling E100 million. This
amount consists of restructuring charges (E73 million) and antitrust actions in
the sorbates industry (E27 million). The restructuring charges related primarily
to personnel severance costs (E34 million) and other plant and office closure
costs (E39 million). Annual cost savings from the 1998 restructuring were
estimated to be approximately E24 million upon completion of these initiatives.

     Foreign Exchange Gain (Loss)

     Foreign exchange gain (loss) showed a loss of E12 million in 1999 after a
loss of E4 million in 1998. The higher loss was primarily due to an increase in
net U.S. dollar-denominated monetary assets in Mexico compounded by the
appreciation of the peso against the U.S. dollar for the affected period.

                                        51
<PAGE>   55

     Gain On Disposition Of Assets

     The gain on disposition of assets decreased to a gain of E2 million in 1999
from a gain of E18 million in 1998. The change was primarily attributable to
lower gains on the disposition of assets (E16 million), primarily related to the
sale of facilities in the United States.

     Operating Profit (Loss)

     An operating loss of E521 million was sustained in 1999 compared to an
operating profit in 1998 of E168 million. The principal cause of the loss was
special charges of E559 million incurred as a result of restructuring as well as
other unusual expenses, primarily related to litigation incurred outside the
ordinary course of business.

     EBITDA excluding special charges totaled E377 million in 1999 compared to
E580 million in 1998.

     Equity in Net Earnings of Affiliates

     Equity in net earnings of affiliates decreased to E7 million in 1999 from
E11 million in 1998. This decrease was mainly attributable to a reduction in
earnings of InfraServ Hoechst, in which Celanese owned a 27% interest in 1999.
Earnings in Polyplastics and the other equity investments remained relatively
flat.

     Interest Expense

     Interest expense decreased by 17% to E111 million in 1999 from E133 million
in 1998. This decrease was mainly a result of lower net average debt outstanding
during 1999 compared to 1998, significantly affected by a debt reduction in the
fourth quarter of 1999. This 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 debt is denominated in U.S.
dollars.

     Interest and Other Income, Net

     Interest and other income, net decreased to E33 million in 1999 from E47
million in 1998. Interest and other income was mainly generated from interest
and dividend income earned by Celanese's captive insurance subsidiaries.
Additionally, transaction gains and losses were recorded relating to foreign
currency financing.

     Income Taxes

     Income taxes was a benefit of E83 million in 1999 as compared to an expense
of E109 million in 1998. The effective tax rate was 117% in 1998 as compared to
14% in 1999. 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 increased to income of E7
million in 1999 from an expense of E40 million in 1998. This increase was
principally attributable to net losses incurred in Celanese Canada in 1999. In
September 1999, Celanese acquired all the remaining interest of Celanese Canada,
thereby giving Celanese 100% ownership of Celanese Canada. In addition, Hoechst
acquired substantially all the remaining interest in Grupo Celanese and
contributed this interest to Celanese in December 1998.

     Extraordinary Item

     Celanese incurred extraordinary expenses of E15 million in 1999 for early
termination costs relating to the extinguishment of debt and the associated
interest rate swaps. No extraordinary expense was incurred in 1998.

                                        52
<PAGE>   56

     Net Earnings (Loss)

     As a result of the factors mentioned above, the net loss of Celanese
increased by E163 million to E207 million in 1999 from E44 million in 1998.

LIQUIDITY AND CAPITAL RESOURCES

     Celanese's liquidity in 2000 was affected by the acquisition of the PVOH
business (E359 million), the share buy back program (E119 million), and the
payment of liabilities recorded as special charges in 1999 and 2000 (E340
million). These liquidity needs were met by operating cash flows, utilizing
Celanese's cash reserves and additional funds drawn from existing credit
facilities. In 2001, Celanese expects to fund its liquidity needs from operating
cash flows and other financing sources.

     Net Cash Provided by Operating Activities

     Net cash provided by operating activities decreased to E58 million in 2000
compared to E183 million in 1999. This decrease is primarily attributable to the
use of E340 million for the payment of liabilities recorded as special charges
in addition to an increase in working capital, partially offset by stronger
operating results in 2000.

     For the year 2001, nearly all of the remaining cash items of the special
charges are expected to be paid, leading to corresponding cash outflows.

     Net cash provided by operating activities decreased to E183 million in 1999
compared to E330 million in 1998. The decrease is primarily attributable to the
weaker operating results in 1999. The special charges recorded in 1999 include
E102 million of non cash items and cash items amounting to E457 million of which
only a small amount was paid during 1999. The changes in operating assets and
liabilities also affected cash flow. An increase in receivables due from
reinsurance companies was offset by a corresponding increase in loss reserves by
Celanese's captive insurance companies. Inventories decreased and trade
receivables increased. Income tax payables decreased due to payments made for
previous periods. Income tax liabilities did not increase as a result of lower
taxable income in 1999.

     Net Cash Provided by (Used in) Investing Activities

     Net cash used in investing activities amounted to E505 million in 2000
compared to a cash inflow of E257 million in 1999.

     The major factors influencing cash flows from investing activities in 2000
were the acquisitions of the PVOH business (E359 million) and Axiva GmbH (E38
million). These uses were partially offset by net proceeds of E90 million from
discontinued operations including the 2000 sales of Vinnolit Kunstoff GmbH,
Vintron GmbH and the phosphorous and phosphorous derivatives business conducted
by the Thermphos Group. Purchases and sales of marketable securities conducted
by the captive insurance companies almost offset in 2000, resulting in a net
cash outflow of E7 million.

     Capital expenditures on property, plant & equipment decreased to E235
million in 2000, compared to E262 million in 1999. This decrease was reflected
in all segments, except for the Ticona segment.

     Net cash provided by (used in) investing activities increased by E554
million to a net cash inflow of E257 million in 1999 from a use of cash of E297
million in 1998.

     Net cash provided by investing activities in 1999 was positively affected
by significant cash proceeds from the sale of discontinued businesses amounting
to E913 million (See Note 5 to the Consolidated Financial Statements). This
inflow was partially offset by the acquisition of the minority interest in
Celanese Canada as well as the acquisition of a 50% interest in Korea
Engineering Plastics Company Ltd., amounting to E397 million.

                                        53
<PAGE>   57

     Capital expenditures on property, plant & equipment decreased to E262
million in 1999, compared to E345 million in 1998. This decrease was reflected
in all segments, except for the Acetyl Products segment due to the acetic acid
and acetate esters expansions in Singapore.

     Net Cash Provided by (Used in) Financing Activities

     Net cash provided by (used in) financing activities increased to a cash
inflow of E77 million in 2000 from a cash outflow of E72 million in 1999.

     The main factor affecting cash inflows from financing activities was
proceeds received from debt financing amounting to E271 million. By drawing on
Celanese's credit facilities and utilizing cash reserves, Celanese financed the
acquisitions mentioned above, the payment of special charges and the 2000 share
buy back program, under which approximately 10% of the shares outstanding were
repurchased.

     Net cash used in financing activities increased by E27 million to E72
million in 1999 from E45 million in 1998.

     The net cash flow from financing activities in 1999 was significantly
affected by the collection of demerged receivables and other financing
receivables from Hoechst amounting to E706 million. The majority of this cash
inflow, as well as the cash inflows from the divestiture program amounting to
E913 million, were used to repay debt in the fourth quarter of 1999. The debt
level peaked in the third quarter, primarily as a result of the financing of the
acquisition of the minority interests in Celanese Canada. Amounts which could
not be used to repay debt increased the cash balance to E378 million. In
connection with the refinancing of certain portions of external debt triggered
by the demerger, early extinguishment charges amounting to E15 million, net of
tax, were reported as extraordinary expense.

     Short-term and Long-term Borrowings

     Celanese's combined debt primarily consists of commercial paper, bank
loans, notes with affiliates, term notes, and pollution control and industrial
revenue bonds. Celanese had a U.S. $700 million (E752 million) commercial paper
program at December 31, 2000. As of December 31, 2000, there were E20 million of
borrowings against the commercial paper program. Celanese maintains committed
back up facilities, revolving credit lines and term loans with several banks
aggregating E2,130 million at December 31, 2000; the aggregate unused part
thereof amounted to E1,634 million, of which U.S. $700 million (E752 million)
was used as credit back-up for Celanese's commercial paper program. Celanese had
outstanding letters of credit amounting to E171 million at December 31, 2000 and
E109 million at December 31, 1999. The loans are principally denominated in U.S.
dollars, euro, South African rand and British pound sterling. Total debt
increased to E1,165 million at December 31, 2000 from E948 million at December
31, 1999. This increase is primarily attributable to the PVOH acquisition, the
payment of special charges, and the share buy back program mentioned above.

     Certain affiliates pool their excess cash with Celanese, and the excess
cash is loaned to Celanese under a revolving credit agreement. The outstanding
payable for these agreements from Celanese to its affiliates of E283 million and
E302 million in 2000 and 1999, respectively, is included within short-term
borrowings and current installments of long-term debt. Celanese expects to
continue these arrangements at comparable levels in 2001.

     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 4 to the Consolidated Financial Statements).

     At December 31, 2000, shareholders' equity amounted to E2,843 million,
compared to E2,866 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 current year earnings.

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<PAGE>   58

     At December 31, 1999, shareholders' equity amounted to E2,866 million,
compared to E2,736 million at December 31, 1998. The increase was primarily
attributable to the positive impact of foreign currency translations, which was
partially offset by the net loss for 1999.

     On the basis of the Consolidated Financial Statements, at December 31,
1998, shareholders' equity amounted to E2,736 million, compared to E1,250
million at December 31, 1997. This increase was due principally to a positive
impact of E1,617 million resulting from net transactions with Hoechst, partially
offset by the net loss for 1998 of E44 million. The Hoechst transactions
principally included the contribution of the minority interest of our Mexican
subsidiary, Grupo Celanese, which was not already owned by Celanese of E643
million, the contribution of Hoechst receivables of E384 million, the transfer
of other businesses from Celanese to Hoechst of E350 million and the recognition
of a deferred tax asset in connection with the contribution of Hoechst's
investment in Dyneon of E109 million.

     For the year 2000, Celanese intends to pay a dividend of E0.40 per share,
totaling E20 million, subject to shareholder approval, in May 2001.

ENVIRONMENTAL MATTERS

     In 2000, Celanese's worldwide expenditures, including expenditures for
third party and divested sites, for compliance with environmental regulations
and internal company initiatives totaled E82 million, of which E8 million was
for capital projects. In 2001, total environmental expenditures are expected to
be approximately E90 million, of which E13 million is 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 environmental expenditures, especially
expenditures beyond 2001, management believes that the current spending trends
will continue.

     The total environmental costs charged to operations for remediation efforts
amounted to E23 million in 2000, E77 million in 1999 and E94 million in 1998.
The E94 million recorded in 1998 is net of E56 million, as a result of
discounting future outlays for fixed period remediation projects using a 6%
discount rate.

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 and interest rates. Celanese has in place policies of hedging
against changes in currency exchange rates and interest rates as described
below.

     Foreign Exchange Risk Management

     Prior to January 1, 1999, Celanese's reporting currency was the DM, but
since the adoption of the euro by Germany and the other euro zone countries on
that date, Celanese's reporting currency has been 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, Australian dollar 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 implemented a centralized hedging strategy in which foreign
currency denominated receivables or liabilities booked by the operating entities
will be hedged on a consolidated basis.

     Celanese's Consolidated Financial Statements for periods prior to January
1, 1999 have been prepared using the Deutsche Mark or DM and are restated from
DM to euro using the official fixed conversion rate between the DM and the euro
of DM 1.95583 per E1.00. Beginning January 1, 1999, Celanese's financial
statements have been prepared in euro. 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.

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<PAGE>   59

Fluctuations in these currencies' values against the euro, and in the past
against the DM, 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. As
noted above, for periods prior to January 1, 1999, Celanese's Consolidated
Financial Statements have been restated from DM into euro. Celanese estimates
that the translation effects of changes in the value of other currencies against
the euro increased net sales by approximately 11% in 2000 and that the
translation effects of changes in the value of other currencies against the euro
reduced the fall in net sales by approximately 3% in 1999. Celanese estimates
that the translation effects of changes in the value of other currencies against
the euro increased total assets by approximately 6% in 2000. 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 22 to the
Consolidated Financial Statements).

     Interest-Rate Risk Management

     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.

INTRODUCTION OF THE EURO

     On January 1, 1999, the euro became a currency in its own right. Until
January 1, 2002, the euro can only be used as transaction currency. Beginning on
January 1, 2002, the euro will be the official currency of all euro zone
countries. There will be a transition period ending July 1, 2002 during which
the local currencies of participating countries may still be used alongside the
euro. Beginning January 1, 1999, Celanese has 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 does not expect its exposure to currency risk to 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.

NEW ACCOUNTING STANDARDS

     Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities ("Statement 133") as amended by
Statement of Financial Accounting Standards No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities ("Statement 138") were
issued by the Financial Accounting Standards Board in June 1998 and June 2000,
respectively. These statements standardize 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 statement 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

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<PAGE>   60

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 loss or gain 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.

     Celanese adopted Statement 133, as amended by Statement 138, on January 1,
2001, and accordingly will apply the standards of the Statements prospectively.
Upon adoption, Celanese will record a net transition adjustment gain of E8
million, net of related income tax of E4 million in accumulated other
comprehensive income (loss) at January 1, 2001. Further, the adoption of
Statements 133 and 138 will result in Celanese recognizing E14 million of
derivative instrument assets and E2 million of derivative liabilities.

     Pursuant to Statements 133 and 138, Celanese does not expect that the
adoption will materially increase the volatility of reported earnings.
Volatility of accumulated other comprehensive income (loss) is expected to
increase. In general, the amount of volatility will vary with the level of
derivative activities during any period. Celanese believes it is not likely that
these amounts will be material in the future.

OUTLOOK

     Celanese is transforming itself into a less cyclical, higher value added
chemical company. To enhance profitability and long-term value, Celanese will
continue to refocus its business portfolio and pursue opportunities as they
arise in the market. Celanese will continue to strengthen its core businesses
and focus on cost savings as well as working capital optimization. As energy and
hydrocarbons costs are expected to remain at a high level, we will continue a
product pricing policy which attempts to recover raw material price increases.

     Celanese expects its first half 2001 results will be burdened by the high
cost of energy and hydrocarbons, the effects of the slowing U.S. economy and the
aforementioned supply difficulties at its acetic acid plant in Singapore. Based
on ongoing price increase initiatives, continuous cost cutting and working
capital improvements, Celanese is targeting its full year 2001 earnings per
common share from continuing operations to grow by a double-digit percent.

     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 and political conditions in the
        countries or regions in which Celanese operates

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<PAGE>   61

     -  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
     -  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 start-up of new world-scale plants
     -  increased price competition and the introduction of competing products
        by other companies
     -  the ability to develop, introduce and market innovative products 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 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 March 16, 2001 and their functions are as follows:

<TABLE>
<S>                       <C>                              <C>
Claudio Sonder..........  Age:                             58
                          First Elected:                   1999
                          Function:                        Chairman of the Celanese Management Board
                          Supervisory Board
                          Memberships/Directorships:       Dresdner Bank Lateinamerika AG, Ibero-Amerika
                                                           Verein e.V.
Perry W. Premdas........  Age:                             48
                          First Elected:                   1999
                          Function:                        Chief Financial Officer; Responsible for Acetate
                                                           Products segment
Edward H. Munoz.........  Age:                             57
                          First Elected:                   1999
                          Function:                        CEO, Ticona; Responsible for the Technical
                                                           Polymers Ticona segment
                          Supervisory Board
                          Memberships/Directorships:       eGlobalChem, Polyplastics Company Ltd.
Dr. Ernst Schadow.......  Age:                             58
                          First Elected:                   1999
                          Function:                        Director of Personnel, Affiliates, Environmental
                                                           Health and Safety Affairs, Infrastructure and
                                                           Technology
                          Supervisory Board
                          Memberships/Directorships:       Gerling-Konzern Allgemeine Versicherungs-AG, TUEV
                                                           Sueddeutschland Holding AG, Johann Wolfgang Goethe
                                                           University Hospital
David N. Weidman........  Age:                             45
                          First Elected:                   2000
                          Function:                        CEO, Celanese Chemicals; Responsible for the
                                                           Acetyl Products and Chemical Intermediates
                                                           segments
</TABLE>

     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
Rhone-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 24 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.

     Edward H. Munoz has been the chief executive officer of Technical Polymers
Ticona since January 1, 1999. Previously, he was the president of worldwide
technical fibers for Trevira, Hoechst's former global polyester fibers and
resins business, where he also led the strategy group for divesting Trevira. Mr.
Munoz worked with the industrial businesses of Hoechst and the former Celanese
Corporation for almost 30 years in the United States, Mexico and Germany. He
served as president of Hoechst's pigments strategic business unit

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<PAGE>   63

in Frankfurt, Germany from 1995 to 1997, as director general of Celanese
Mexicana from 1993 to 1995, and as president of Hoechst Celanese Corporation's
Advanced Materials Group from 1991 to 1993.

     Dr. Ernst Schadow was 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 Weidman was named the chief executive officer of Celanese Chemicals
on September 1, 2000. Before joining Celanese, he was a member 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 Cynamid 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 March 16, 2001 and their principal occupations are as
follows:

<TABLE>
<S>                              <C>                              <C>
Dr. Guenter Metz,..............  Age:                             65
  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, Zuerich Agrippina
                                                                  AG
Reiner Nause*..................  Age:                             55
  Deputy Chairman                First Elected:                   1999
                                 Principal Occupation:            Technician, Chairman of the central workers'
                                                                  council of Celanese Chemicals Europe GmbH
Dr. Hanswilhelm Bach*..........  Age:                             53
                                 First Elected:                   1999
                                 Principal Occupation:            Graduate chemist, Chairman of the Senior
                                                                  Executives' Committee of Celanese Chemicals
                                                                  Europe GmbH, Oberhausen site
Khaled Saleh Buhamrah..........  Age:                             57
                                 First Elected:                   1999
                                 Principal Occupation:            Chairman and managing director of
                                                                  Petrochemical Industries Company, Kuwait
                                 Supervisory Board
                                 Memberships/Directorships:       Kuwait Petroleum Corporation
Gerd Decker*...................  Age:                             57
                                 First Elected:                   1999
                                 Principal Occupation:            Electrician, Chairman of the workers'
                                                                  council of Trespaphan GmbH
Armin Droth*...................  Age:                             46
                                 First Elected:                   2000
                                 Principal Occupation:            Electrical Engineer, Member of the workers'
                                                                  council of Celanese Chemicals Europe GmbH,
                                                                  Frankfurt Site
</TABLE>

---------------

*   Representative of the employees
                                        60
<PAGE>   64

<TABLE>
<S>                             <C>                             <C>
Alan R. Hirsig................  Age:                            61
                                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
Dr. Joannes C. M. Hovers......  Age:                            57
                                First Elected:                  1999
                                Principal Occupation:           Former chief executive officer of Oce N.V., the
                                                                Netherlands
                                Supervisory Board
                                Memberships/Directorships:      Ericsson Telecommunicatie B.V., GTI N.V.,
                                                                Koninklijke Grolsch N.V., Kusters Engineering
                                                                B.V., Mignoz en De Block N.V., MPE Group N.V., De
                                                                Nederlandsche Bank N.V., Randstad Holding N.V.,
                                                                Tilburg University (KUB)
Ralf Sikorski*................  Age:                            39
                                First Elected:                  1999
                                Principal Occupation:           Deputy Regional Head of IG BCE, Hessen
Dr. Alfons Titzrath...........  Age:                            69
                                First Elected:                  1999
                                Principal Occupation:           Chairman of the supervisory board of Dresdner Bank
                                                                AG, Germany
                                Supervisory Board
                                Memberships/Directorships:      Allianz AG (Deputy Chairman), Muenchner
                                                                Rueckversicherungs-Gesellschaft AG, VAW aluminium
                                                                AG
Kendrick R. Wilson III........  Age:                            54
                                First Elected:                  1999
                                Principal Occupation:           Managing director, Financial Institutions Group,
                                                                Goldman, Sachs & Co., United States
                                Supervisory Board
                                Memberships/Directorships:      Anthracite Capital Corp. LLC, American Marine
                                                                Holdings Corp.
Werner Zwoboda*...............  Age:                            59
                                First Elected:                  1999
                                Principal Occupation:           Chairman of the central workers' council of Ticona
                                                                GmbH
</TABLE>

---------------
* Representative of the employees

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 2000,
amounted to E62,000 for the Chairman, E46,500 for the Deputy Chairman and
E31,000 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 E3,000 for the Chairman, E2,250
for the Deputy Chairman and E1,500 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 E3,000 for the chairman of
the committee and E1,500 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
2000, the aggregate compensation of the members of the supervisory board
amounted to approximately E0.6 million. According to

                                        61
<PAGE>   65

German law, compensation of supervisory board members requires shareholder
approval. Compensation for the Celanese supervisory board for 2000 was approved
at the May 10, 2000 annual general meeting of shareholders.

Management Board

     The aggregate amount of compensation paid during 2000 to the members of the
Celanese management board was E4 million. The aggregate amount accrued by
Celanese during 2000 to provide pension, retirement and similar benefits for the
members of the management board was E5 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
        2000, 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 E16.37 per share.
        In 2001 Celanese granted management board members as a group 414,400
        stock appreciation rights at a base price of E19.56 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 275,000 stock appreciation rights under this
        plan.

Service Contracts

     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. Members of Celanese's supervisory
board are not entitled to severance 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,

---------------

* This amount includes stock appreciation rights granted to one management board
  member who retired as of September 1, 2000 and who exercised his stock
  appreciation rights at the time of his retirement.
                                        62
<PAGE>   66

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.

     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 are 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 must 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.

     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 E16.37
per share. At October 25, 1999, approximately 2.6 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
E19.56 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 in the market
call options covering Celanese shares, and then exercising the options for
shares as part of its share buy-back program. The board of management has
authorized Celanese to purchase in the market up to one million call options on
its own shares to cover its financial exposure under the 2000 long-term
incentive plan. See "Item 5. Operating and Financial Review and Prospects --
Market Risk", and for additional information related to incentive plans, see
Note 20 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

---------------

* The peer group currently consists of Dow, DSM, Eastman, Georgia Gulf Corp.
  (Solutia, Inc. is substituted for Georgia Gulf Corp. in the peer group for the
  2000 long-term incentive plan), ICI, Lyondell Chemical Co., Methanex, Rhodia,
  and Millennium.

                                        63
<PAGE>   67

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.

Management Board

     The Celanese management board currently consists of five members who were
appointed by the Celanese supervisory board. Four 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.

     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 bind 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.

     The members of the Celanese management board are 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,
unless the law requires otherwise. In the event of a tie vote, the Chairman of
the Celanese management board has the deciding vote.

     Celanese's management board is mainly comprised of persons who are
responsible for the management of Celanese's operating businesses and corporate
functions. The terms of all members of the Board of Management will expire in
2002, except for that of Mr. Weidman, whose term will expire in 2003.

Supervisory Board

     Celanese has approximately 3,900 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

                                        64
<PAGE>   68

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. The remuneration of the members of the
Celanese supervisory board is determined by resolution at shareholder meetings.

     At the constituent meeting of the supervisory board of Celanese on
September 1, 1999, Dr. Guenter 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.

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

     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. Members of the finance and
audit committee are: Alfons Titzrath (Chairman), Hanswilhelm Bach, Gerd Decker,
Guenter Metz, and Kendrick Wilson. The finance and audit committee met twice
during 2000.

     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
resolves upon 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
resolves upon 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: Guenter Metz
(Chairman), Alan Hirsig, and Reiner Nause. The personnel and compensation
committee met four times during 2000.

                                        65
<PAGE>   69

EMPLOYEES

     As of December 31, 2000, Celanese had approximately 13,200 employees
worldwide employed in continuing businesses, which represents a decrease of
11.4% compared to year end 1999. Celanese had about 8,350 employees in North
America, 4,500 employees in Europe, 170 employees in Asia and 180 employees in
the rest of the world. The following table sets forth the number of employees on
a continuing basis as of December 31, 2000, 1999, and 1998.

                          EMPLOYEES AS OF DECEMBER 31,

<TABLE>
<CAPTION>
                                                 2000      1999      1998
                                                ------    ------    ------
<S>                                             <C>       <C>       <C>
North America...............................     8,350     9,700    10,700
  thereof USA...............................     5,700     6,300     7,300
  thereof Canada............................       650     1,000       900
  thereof Mexico............................     2,000     2,400     2,500
Europe......................................     4,500     4,900     4,800
  thereof Germany...........................     3,900     3,900     3,300
Asia........................................       170       140        80
Rest of World...............................       180       160       220
                                                ------    ------    ------
Total Celanese Employees....................    13,200    14,900    15,800
                                                ======    ======    ======
</TABLE>

     Many of Celanese's employees are unionized, particularly in Germany,
Canada, Mexico, Brazil, Belgium and France. However, in the United States, fewer
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 2000, 2,486 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 22, 2001, members of the supervisory and management boards
of Celanese as a group owned 144,757* Celanese Ordinary Shares. This represented
approximately .29% 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% 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, 2000, approximately 3,200 employees
had purchased a total of approximately 315,000 shares under these stock purchase
plans. Approximately 11,000 employees are eligible to participate in the 2000
stock purchase plans that commenced on January 15, 2001 and cover investments
made in Celanese Ordinary Shares from

---------------

* This amount does not include approximately 3,500 shares held by one officer in
  the Company Stock Fund of the Celanese Americas Retirement Savings Plan.
                                        66
<PAGE>   70

January 15, 2001 through March 16, 2001. See also "Incentive Plans" and Note 20
to the Consolidated Financial Statements.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

     The capital stock of Celanese consists of ordinary shares, no par value
(Stueckaktien), 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 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.

     The table below sets forth, as of February 22, 2001, the number of Celanese
ordinary shares held by holders of more than 5 percent of Celanese ordinary
shares and their percentage ownership based on 50,326,355 Celanese ordinary
shares outstanding as of December 31, 2000:

<TABLE>
<CAPTION>
Identity of Person or Group                           Shares Owned    Percent
---------------------------                           ------------    -------
<S>                                                   <C>             <C>
Kuwait Petroleum Corporation ("KPC")..............     14,400,000      28.6%
FMR Corporation+..................................      2,776,689       5.5%
First Pacific Advisors, Inc.++....................      2,801,900       5.6%
</TABLE>

There have been no significant changes in the percentage ownership held by KPC.
However, as a result of the Company's share buy-back program, KPC's percentage
ownership of outstanding shares increased from 25.8% to 28.6% by September 2000.

     As of March 1, 2001, Celanese had approximately 125,000 shareholders.
Approximately 7,000 of these shareholders were U.S. registered holders. Based on
the share register, approximately 19 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."

RELATED PARTY TRANSACTIONS

     As part of Celanese's cash management strategy, short-term borrowings are
made with affiliates. These balances were E283 million and E302 million at
December 31, 2000 and 1999, respectively. As of March 16,

---------------

+ FMR Corporation's Schedule 13G filed with the Commission on February 14, 2001
  states that it owns 2,776,689 Celanese Ordinary Shares, which corresponds to
  an ownership percentage of 4.97%. This percentage is based on 55,915,369
  shares of Celanese AG which were issued and outstanding prior to Celanese's
  share buy-back program. FMR Corporation's Schedule 13D filed with the
  Commission on January 14, 2000 states that FMR Corporation and Fidelity
  International Limited are of the view that they are not acting as a "group"
  for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the
  "1934 Act") and that they are not otherwise required to attribute to each
  other the "beneficial ownership" of securities "beneficially owned" by the
  other corporation within the meaning of Rule 13d-3 promulgated under the 1934
  Act. FMR Corporation filed the Schedule 13D on a voluntary basis as if all of
  the shares are beneficially owned by FMR Corporation and Fidelity
  International Limited on a joint basis.

++ According to First Pacific Advisors, Inc.'s Schedule 13G filed with the
   Commission on February 12, 2001, First Pacific holds shared voting power over
   1,555,700 shares and shared dispositive power over 2,801,900 shares of
   Celanese AG.
                                        67
<PAGE>   71

2001, short-term borrowings from affiliates was E290 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 4.8
percent and 3.3 percent in 2000 and 1999, 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 2000, 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-44 for
Consolidated Financial Statements and Other Financial Information.

EXPORT SALES

     In 2000, approximately E482 million or 20 percent of all U.S. sales and
approximately E873 million or 58 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.
                                        68
<PAGE>   72

     A conditionally certified class action (of recreational vehicle owners) is
pending in the Chancery Court of Tennessee, Weakley County.

     A putative class action of insurance companies with respect to subrogation
claims was brought before the United States District Court for the District of
New Jersey. The court denied class certification in April 2000 and the
plaintiffs' appeal to the Third Circuit Court of Appeals was denied in July
2000. 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 is still pending in
the Superior Court of New Jersey, Camden.

     A putative class action pending in the Circuit Court of the Fifth Judicial
Circuit, Florida, Marion County was certified on behalf of homeowners who
claimed to have opted out of the national settlement discussed below. The Fifth
District Court of Appeals for the State of Florida reversed that ruling in an en
banc order filed in February 2000, and the Florida Supreme Court denied the
plaintiffs' appeal of that ruling in September 2000. The plaintiffs subsequently
attempted certification of a redefined class in the trial court, but the court
denied that motion.

     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 E944 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 E169 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.

     Fugitive Emissions Standards

     In 1990, the EPA issued a notice of violation to CNA Holdings alleging that
its Rock Hill, South Carolina plant was subject to a fugitive emissions standard
for benzene under the Clean Air Act based upon the volume of benzene used at the
facility. CNA Holdings contested the notice of violation because it believed it
had correctly determined in 1984 that the calculation of benzene usage for
determining applicability of the standard did not include amounts recirculated
within the process after initial use. By 1991, CNA Holdings met the fugitive
emissions standard as interpreted by the EPA for its three facilities that used
benzene: Rock Hill, South Carolina, Narrows, Virginia and Bishop, Texas.

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<PAGE>   73

     In 1992, 1993 and 1995, the United States Department of Justice, on behalf
of the EPA, filed enforcement actions against CNA Holdings regarding the three
plants in federal district courts in South Carolina, Virginia and Texas seeking
penalties. In May 2000, the parties agreed to a global settlement pursuant to
which each case would be dismissed with prejudice in exchange for civil payments
in the amounts of $300,000 each for the Bishop, Texas and Narrows, Virginia
plants and $400,000 for the Rock Hill, South Carolina plant.

     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 E31 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.

     In addition, the following civil antitrust actions seeking monetary damages
and other relief for alleged conduct involving the sorbates industry have been
filed in California, Tennessee, Wisconsin and Kansas, as well as in the Canadian
provinces of Ontario and Quebec, naming Nutrinova and other Hoechst and Celanese
subsidiaries as defendants.

     -  Five actions, four filed in Superior Court of the State of California,
        relating to indirect purchasers of sorbates in California, were
        consolidated into a single action in May 1999. In June 2000, the parties
        entered into a settlement agreement, subject to court approval, pursuant
        to which Hoechst and Nutrinova paid $1,826,000.

     -  Kelley Supply, Inc. v. Nutrinova Inc. and Hoechst AG was filed on July
        1, 1999 in the Circuit Court for the State of Wisconsin, Dane County.
        The parties entered into a settlement agreement of this matter in
        February 2001 encompassing claims for indirect purchasers of sorbates in
        12 U.S. states. The settlement agreement is subject to final court
        approval. Pursuant to this agreement, the combined payment for Hoechst
        and Nutrinova is $2 million (E2 million).

     -  Weinberger v. Eastman Chemical Company, filed on November 8, 2000 in the
        Circuit Court for the State of Wisconsin, Dodge County. This action is
        in the early stages of litigation.

     -  Williams Foods, Inc. v. Eastman Chemical Co., and others, was filed on
        December 3, 1999 in the District Court of the State of Kansas, Johnson
        County. This action is in the early stages of litigation.

     -  Orlando's Bakery v. Nutrinova GmbH, et. al. was filed on February 24,
        1999 in the 20th Judicial District, Chancery Court in Nashville,
        Tennessee. The parties entered into a settlement agreement of this
        matter in November 2000 encompassing claims for persons in Tennessee.
        The settlement agreement is subject to final court approval. Pursuant to
        this agreement, the combined payment for Hoechst and Nutrinova entities
        is less than $1 million (E1 million).

     -  Hodge v. Eastman Chemical Company was filed on November 2, 1998 in the
        Circuit Court of Tennessee. While this action originally named only
        Eastman as a defendant, the plaintiffs amended their complaint on
        October 26, 2000 to name Hoechst AG, CNA Holdings, Nutrinova Inc.,
        Nutrinova GmbH and others as defendants. Additionally, the amended
        complaint is also brought on behalf of two direct purchasers of
        sorbates. This action is still in the early stages of litigation.

     -  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

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<PAGE>   74

       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, which has finally been approved by the court,
       Hoechst AG and the named Celanese subsidiaries will make an approximately
       E20 million payment.

     -  Civil suits against Hoechst were filed in the Superior Courts of Quebec,
        seeking CAD 600,000, and Ontario, seeking CAD 12,000,000 from Hoechst
        and other defendants to compensate classes of consumers in Quebec and
        Ontario. These actions are in the early stages of litigation.

     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 Matter

     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 US$450,000,000 based on a period of infringement of 10 years, 1991-2000,
and based on CPDC's own data and as reported to the Taiwanese SEC. 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.

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 Registrar Services GmbH 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 10, 2000,
shareholders approved the management and supervisory boards' proposal to declare
a dividend of E0.11 per share, payable as of May 11, 2000. Although the
management board will propose the payment of a dividend of E0.40 per share to
the shareholders at the annual general meeting to be held on May 9, 2001, there
can be no assurance as to if dividends will be paid 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."

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<PAGE>   75

SIGNIFICANT CHANGES

     On March 20, 2001, Celanese entered into an agreement whereby Celanese will
receive a payment of approximately E35 million. This payment represents
compensation related to operational problems at a supplier's Singapore facility
through March 2001 (as discussed in Note 23 to the Consolidated Financial
Statements.) Of this amount, approximately E31 million will be recognized in
Celanese's first quarter 2001 operating results. The remainder was recognized in
the fourth quarter 2000. See Note 23 to the Consolidated Financial Statements.

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" and under the German securities
code number (Wertpapierkennnummer) 575 300.

     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 Boerse AG
("Deutsche Boerse"), is the most significant of the eight German stock exchanges
and accounted for approximately 91 percent of the turnover in exchange-traded
shares in Germany in 2000. As of December 31, 2000, the equity securities of
5,694 corporations, including 4,789 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
Boerse. 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 fuer 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, capital-weighted performance index of the
lower 70 of the top 100 German highly

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<PAGE>   76

capitalized companies. In principle, the shares included in the M-DAX are
selected on the basis of their stock exchange turnover and their market
capitalization.

     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.

<TABLE>
<CAPTION>
                                                                 PRICE PER
                                                               ORDINARY SHARE
                                                               --------------
                                                               HIGH      LOW
                                                               -----    -----
                                                                   (IN E)
<S>                                                            <C>      <C>
Annual Highs and Lows
1999 (from October 25, 1999)...............................    18.43    14.20
2000.......................................................    25.25    16.50
Quarterly Highs and Lows
1999
  Fourth Quarter (from October 25, 1999)...................    18.43    14.20
2000
  First Quarter............................................    25.10    17.80
  Second Quarter...........................................    22.90    18.90
  Third Quarter............................................    21.80    16.20
  Fourth Quarter...........................................    21.62    18.43
2001
  First Quarter (through March 16, 2001)...................    21.20    17.70
Monthly Highs and Lows
2000
  July.....................................................    21.80    18.05
  August...................................................    19.65    16.20
  September................................................    20.20    18.35
  October..................................................    21.00    19.15
  November.................................................    21.62    18.55
  December.................................................    20.00    18.43
2001
  January..................................................    21.20    17.70
  February.................................................    20.39    18.30
  March (through March 16, 2001)...........................    19.70    19.20
</TABLE>

     Based on turnover statistics supplied by both the Frankfurt Stock Exchange
("FSE") and an integrated computerized trading system operated by the Frankfurt
Stock Exchange ("Xetra"), the average daily volume of Celanese ordinary shares
traded between January 1, 2000 and December 31, 2000 was 23,015 on the FSE and
71,610 on Xetra.

     On March 16, 2001 the closing sales price per Celanese ordinary share on
the Xetra System was E19.45, which was equivalent to U.S.$17.37 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.

                                        73
<PAGE>   77

     The following table sets 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.

<TABLE>
<CAPTION>
                                                                 PRICE PER
                                                               ORDINARY SHARE
                                                               --------------
                                                               HIGH      LOW
                                                               -----    -----
                                                                (IN U.S. $)
<S>                                                            <C>      <C>
Annual Highs and Lows
1999 (from October 25, 1999)...............................    19.00    14.88
2000
Quarterly Highs and Lows
1999
  Fourth Quarter (from October 25, 1999)...................    19.00    14.88
2000
  First Quarter............................................    24.56    17.50
  Second Quarter...........................................    21.75    18.25
  Third Quarter............................................    20.69    14.88
  Fourth Quarter...........................................    18.56    16.38
2001
  First Quarter (through March 16, 2001)...................    19.94    16.19
Monthly Highs and Lows
2000
  July.....................................................    20.69    16.94
  August...................................................    17.75    14.88
  September................................................    17.75    16.00
  October..................................................    18.06    16.38
  November.................................................    18.44    16.38
  December.................................................    18.56    16.44
2001
  January..................................................    19.94    16.19
  February.................................................    18.60    16.96
  March (through March 16, 2001)...........................    18.45    17.50
</TABLE>

     On March 16, 2001, 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.$17.61.

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
Koenigstein 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

                                        74
<PAGE>   78

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 encourages 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
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.

                                        75
<PAGE>   79

Dividends

     The supervisory and management boards ratify the financial statements for
each fiscal year and 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% 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.

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.

Capital Increases

     The share capital may be increased in consideration of contributions in
cash or in property, 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

                                        76
<PAGE>   80

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% 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.

     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 third
day prior to the general meeting shall be entitled to attend the general meeting
and to exercise voting rights. Instead of voting in person at the general
meeting, registered shareholders may issue voting instructions to the company's
proxy committee or other proxies. The proxy 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. At Celanese AG's annual meeting held
in May 2000, shareholders approved an amendment to the articles of association
authorizing proxies to Celanese's proxy committee to be granted by e-mail with a
digital signature or other technically customary proof of authenticity to be
determined by Celanese. The amendment to the articles of association took effect
on March 7, 2001, when the amendment was filed in the commercial register.

     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 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

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<PAGE>   81

business combinations with interested shareholders. However, general principles
of German law may restrict business combinations under some circumstances.

Disclosure of Share Holdings

     Celanese AG's Articles of Association do not require shareholders to
disclose their share holdings. The 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 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. See "Item 7. Major Shareholders and Related Party Transactions."

MATERIAL CONTRACTS

     On June 29, 1999, Celanese AG (then, Diogenes Erste Vermoegensverwaltungs
Aktiengesellschaft) and Hoechst Aktiengesellschaft, Frankfurt/Main, Germany
("Hoechst") entered into a demerger and transfer agreement according to which
Hoechst spun off to Celanese AG its basic chemicals, acetates, and technical
polymers businesses and related assets and liabilities, as well as some other
assets and liabilities. The demerger and transfer agreement also contains
provisions governing the allocation of certain liabilities between Hoechst and
Celanese AG. The demerger became effective on October 22, 1999, when the
demerger was entered into the commercial register.

     On December 17, 1999, Diogenes Dreizehnte Vermoegensverwaltungs GmbH
(currently, Celanese Holding GmbH), a 100 percent subsidiary of Celanese AG, as
Seller and Celanese AG entered into a Purchase and Sale Agreement with BASF
Aktiengesellschaft, Ludwigshafen, Germany as buyer, regarding Celanese's 50
percent interest in Targor, the polypropylene joint venture which had been set
up by Hoechst and BASF in 1997. Hoechst demerged its stake to Celanese in 1999.
The purchase price for the shares amounted to DM 520 million (E266 million).

     On December 28, 1999, Celanese AG, and its wholly-owned subsidiaries
Diogenes Dreizehnte Vermoegensverwaltungs GmbH (currently, Celanese Holding
GmbH), Celanese Fluoropolymer Holdings, Inc., and Celanese Americas
Fluoropolymer Holdings, Inc., as Sellers, entered into a Purchase and Assignment
Agreement with the Minnesota Mining and Manufacturing Company ("3M"), St. Paul,
Minnesota, and its subsidiary 3M Deutschland GmbH, as buyers, regarding
Celanese's 46 percent interest in Dyneon, a joint venture created in 1996 to
integrate the fluoropolymer businesses of 3M and Hoechst. Hoechst demerged its
stake in Dyneon to Celanese in 1999. The purchase price amounted to U.S.$338.5
million (E336 million).

     On May 19, 2000, Vinnolit Kunststoff GmbH, Ismaning, Germany, a 50
percent/50 percent 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% interest in
Vinnolit Monomer Geschaeftsfuhrungs 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 output capacity of 570 kt/a, 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 Knapsack / Huerth, Germany, to Advent. Celanese
received aggregate consideration totaling E233 million for both transactions.
Both transactions closed on July 19, 2000. For further information on the sale
of Vinnolit and Vintron, see Note 5 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
                                        78
<PAGE>   82

price of U.S.$326 million (E359 million). For further information on the
acquisition, see "Item 4. Information on the Company."

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 currency and the euro.
The DM and the euro are fully convertible currencies. 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), subject only to immaterial
exceptions, any payment received from or made to an individual or a corporation
resident outside Germany if such payment exceeds DM 5,000 or the equivalent in a
foreign currency or in euro. 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 DM 3 million or the equivalent in a
foreign currency or in euro during any one month. German residents must also
report any direct investment outside Germany if such investment exceeds DM
100,000 or the equivalent in a foreign currency or in euro.

     Neither German law nor the Articles of Association of Celanese impose any
limitations on the right of non-resident 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.

     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 2001 out of prior years profits in an amount equal to
25 percent of the gross amount paid to resident and nonresident

                                        79
<PAGE>   83

shareholders. Subject to limitations, a partial refund of this 25 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 2001 is partially refunded under the Income Tax Treaty,
effectively reducing the withholding tax to 15 percent of the gross amount of
the dividend. In addition, so long as the German imputation system provides
German resident individual shareholders with a tax credit in respect of
dividends paid by German corporations, the Income Tax Treaty provides that
Qualified Holders are entitled to an additional refund equal to 5 percent of the
gross amount of the dividend. For United States federal income tax purposes, the
benefit resulting from this additional 5 percent treaty refund is treated as a
refund received by the Qualified Holder with respect to German corporate taxes
equal to 5.88 percent of the gross amount of the dividend, subject to a German
withholding tax of 0.88 percent (15 percent of 5.88 percent). 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 2001 to a
Qualified Holder, the dividend after partial refund of the 25 percent
withholding tax under the Income Tax Treaty will be subject to a German
withholding tax of U.S.$15. If the Qualified Holder also applies for the
additional 5 percent treaty refund, German withholding tax is effectively
reduced to U.S.$10; the cash received per U.S.$100 of gross dividend is U.S.$90.
For United States federal income tax purposes, the Qualified Holder is generally
treated as receiving a total dividend of U.S.$105.88 (to the extent paid out of
current or accumulated earnings and profits of Celanese as determined for United
States federal income tax purposes), consisting of the U.S.$100 gross dividend
and the deemed refund of German corporate tax of U.S.$5.88. The notional
U.S.$105.88 dividend is deemed to have been subject to German withholding tax of
U.S.$15.88. 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.

     The German corporate imputation system that has provided German resident
individual shareholders with a tax credit in respect of dividends paid by German
corporations was recently repealed, effective with respect to dividends paid
after 2001 out of prior years profits. Consequently, Qualified Holders will no
longer be entitled to the additional 5 percent treaty refund with respect to
such dividends. However, the German withholding tax will also be reduced from 25
percent to 20 percent with respect to such dividends.

     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 1.375 percent (5.5 percent x 25 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 25 percent to 15 percent, the additional 5 percent treaty
refund 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 fuer Finanzen,
                                        80
<PAGE>   84

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 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 25 percent to 15 percent, the additional 5 percent
treaty refund 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 DM or 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.

                                        81
<PAGE>   85

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.

     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.

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 (Vermoegensteuer)

     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.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     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 22 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, 2000. The information is presented
in euro equivalents, which is Celanese's reporting currency, at December 31,
2000 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

                                        82
<PAGE>   86

respective implied forward rates at December 31, 2000. For interest rate swaps,
the table presents notional amounts and weighted average interest rates or
strike rates by expected maturity date. Weighted average variable rates are
based on the respective implied forward rates at December 31, 2000.

                     INTEREST-RATE RISK MANAGEMENT -- DEBT
                PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
                             AVERAGE INTEREST RATE
                               DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                         FAIR VALUE
                                                                                                        DECEMBER 31,
                                                2001   2002   2003   2004   2005   THEREAFTER   TOTAL       2000
                                                ----   ----   ----   ----   ----   ----------   -----   ------------
                                                                (IN E MILLIONS, EXCEPT PERCENTAGES)
<S>                                             <C>    <C>    <C>    <C>    <C>    <C>          <C>     <C>
DEBT, INCLUDING CURRENT PORTION
Fixed rate (U.S. dollar).....................    59      6      4     43      -       232         344        354
Average interest rate........................   5.3%   5.4%     9%   6.1%     -       6.6%          -          -
Variable rate (U.S. dollar)..................    20      1    349      -    108         -         478        478
Average interest rate........................   5.7%   7.6%   6.0%     -      6%        -           -          -

Fixed rate (euro)............................     2      1      1      1      1         4          10         10
Average interest rate........................   4.3%   4.3%   4.3%   4.3%   4.3%      4.3%          -          -
Variable rate (euro).........................   331      -      -      -      -         -         331        331
Average interest rate........................   4.5%     -      -      -      -         -           -          -

Fixed rate (South African rand)..............     -      -      -      -      -         -           -          -
Average interest rate........................     -      -      -      -      -         -           -          -
Variable rate (South African rand)...........     1      -      -      -      -         -           1          1
Average interest rate........................   10.6%    -      -      -      -         -           -          -

Other currencies.............................     1      -      -      -      -         -           1          1

  TOTAL......................................   414      8    354     44    109       236       1,165      1,175
</TABLE>

                     INTEREST RATE RISK MANAGEMENT -- SWAPS
                PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
                AVERAGE INTEREST (SWAP) RATE/OPTION STRIKE PRICE
                               DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                         FAIR VALUE
                                                                                                        DECEMBER 31,
                                                2001   2002   2003   2004   2005   THEREAFTER   TOTAL       2000
                                                ----   ----   ----   ----   ----   ----------   -----   ------------
                                                                (IN E MILLIONS, EXCEPT PERCENTAGES)
<S>                                             <C>    <C>    <C>    <C>    <C>    <C>          <C>     <C>
INTEREST-RATE SWAPS:
U.S. dollar
Payer swap (variable to fixed)...............    21    322      -      -      -         -        343         11
Average pay rate (fixed).....................   6.7%   6.3%     -      -      -         -          -          -
Average receive rate (variable)..............   0.6%   5.8%     -      -      -         -          -          -
</TABLE>

                                        83
<PAGE>   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, 2000. 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 less than one year. Celanese had E865
million notional amount of foreign currency forward contracts outstanding in
various currencies at December 31, 2000. There were no foreign currency options
outstanding as of December 31, 2000.

<TABLE>
<CAPTION>
                                                                           AVERAGE
                                                          CONTRACT       CONTRACTUAL       FAIR VALUE
                                                           AMOUNT          FORWARD        DECEMBER 31,
CURRENCY PAIRS                                           BUY (SELL)     EXCHANGE RATE         2000
--------------                                           -----------    --------------    -------------
                                                         (IN E MILLIONS, EXCEPT FOR AVERAGE CONTRACTUAL
                                                                     FORWARD EXCHANGE RATE)
<S>                                                      <C>            <C>               <C>
FOREIGN CURRENCY FORWARD CONTRACTS

EURO
U.S. dollar..........................................      (840.9)          0.8813            44.2
Japanese yen.........................................        (5.6)         91.1693             0.7
British pound........................................        (9.1)          0.6095             0.2
Australian dollar....................................        (1.4)          1.6023             0.1
Canadian dollar......................................         4.3           1.3988             0.0

BRITISH POUND
U.S. dollar..........................................        (1.7)          1.4465             0.0
Euro.................................................        (2.0)          0.5921             0.0
Canadian dollar......................................        (0.1)          0.4591             0.0
</TABLE>

     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, at times,
entered into forward purchase contracts for financially traded commodity raw
materials, primarily natural gas. These forward purchase contracts have been for
terms generally up 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.

                                        84
<PAGE>   88

     -  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.

OTHER FINANCIAL INSTRUMENTS

     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
equity participation plan. These options had a maturity of six months, a strike
price of E16.37 per share and an average premium of E3.16 per share. See "Item
6. Compensation of Directors and Officers - Incentive Plans". The total premium
as of December 31, 1999 was E3.8 million. During 2000, Celanese purchased an
additional 5.2 million call options to offset the costs associated with these
plans at a premium of E25.2 million. 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. Celanese recommended
that this treasury stock be cancelled, subject to shareholder approval at the
annual general meeting to be held in May 2001. The program enabled Celanese to
receive shares of exercise of any purchased call options. In 2001, the
management board authorized Celanese to purchase in the market up to one million
call options covering Celanese shares to offset its exposure under the 2000 long
term incentive plan.

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.

ITEM 19.  EXHIBITS

     (a)  The following consolidated financial statements, together with the
          report of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
          Wirtschaftspruefungsgesellschaft, are filed as part of this Annual
          Report:

        Index to Consolidated Financial Statements
        Report of the Board of Management

                                        85
<PAGE>   89

        Report of Independent Accountants
        Consolidated Financial Statements:
        Consolidated Statements of Operations for the Years Ended December 31,
          2000, 1999 and 1998
        Consolidated Balance Sheets as of December 31, 2000 and 1999
        Consolidated Cash Flow Statements for the Years Ended December 31, 2000,
          1999 and 1998
        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:

<TABLE>
<C>                     <S>
         1.1            English translation of Articles of Association (Satzung) of
                        Celanese AG as amended to date
         2.1            Form of Definitive Stock Certificate of Celanese AG (filed
                        as an Exhibit to Celanese's Annual Report on Form 20-f for
                        the year ended December 31, 1999, and incorporated herein by
                        reference.)
         4.1            Demerger and Transfer Agreement between Celanese AG and
                        Hoechst AG dated as of October 22, 1999 (filed as an Exhibit
                        to Celanese's Registration Statement on Form F-1 and
                        incorporated herein by reference.)
         4.2            Purchase and Assignment Agreement dated as of December 28,
                        1999 by and between Celanese AG, Diogenes Dreizehnte
                        Vermoegensverwaltungs GmbH, Celanese Fluoropolymer Holdings,
                        Inc., Celanese Americas Fluoropolymer Holdings, Inc.,
                        Minnesota Mining and Manufacturing Company, 3M Deutschland
                        GmbH (filed as an Exhibit to Celanese's Annual Report on
                        Form 20-f for the year ended December 31, 1999, and
                        incorporated herein by reference.)
         4.3            English translation of the Targor Purchase and Transfer
                        Agreement dated as of December 17, 1999 by and between
                        Diogenes Dreizehnte Vermoegensverwaltungs GmbH, Celanese AG
                        and BASF Aktiengesellschaft (filed as an Exhibit to
                        Celanese's Annual Report on Form 20-f for the year ended
                        December 31, 1999, and incorporated herein by reference.)
         4.4            Sale and Assignment Agreement entered into between Vinnolit
                        Kunstoff GmbH and Vinnolit GmbH & Co. KG as well as Wacker
                        Chemie GmbH and Celanese AG dated as of May 19, 2000.
         4.5            Sale and Assignment Agreement entered into between Celanese
                        Chemicals Europe GmbH and Vinnolit GmbH & Co. KG dated as of
                        May 19 and 20, 2000.
         4.6            Asset Purchase Agreement between Celanese Ltd., Air Products
                        and Chemicals, Inc., and Air Products, L.P dated as of
                        September 4, 2000.
         4.7            The total amount of long-term debt securities of Celanese AG
                        or any of its subsidiaries authorized under any instrument
                        does not exceed 10% of the total assets of Celanese on a
                        consolidated basis. Celanese agrees to furnish the
                        Commission upon request a copy of any instrument with
                        respect to long-term debt of Celanese AG and any subsidiary
                        for which consolidated or unconsolidated financial
                        statements are required to be filed and as to which the
                        amount of securities authorized thereunder does not exceed
                        10% of the total assets of the Company and its subsidiaries
                        on a consolidated basis.
         7.1            Ratio of Earnings to Fixed Charges
         8.1            Significant subsidiaries as of the end of the year covered
                        by this Annual Report: See Significant Subsidiaries in "Item
                        4. Information on the Company."
        23.1            Consent of KPMG Deutsche Treuhand-Gesellschaft
                        Aktiengesellschaft Wirtschaftspruefungsgesellschaft
</TABLE>

                                        86
<PAGE>   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 23, 2001

                                          By: /s/ CLAUDIO SONDER
                                          --------------------------------------

                                          Name:  Claudio Sonder
                                          Title: Chairman of the Management
                                                 Board

                                          By: /s/ PERRY W. PREMDAS
                                          --------------------------------------

                                          Name: Perry W. Premdas
                                          Title: Member of the Management Board
                                             and Chief Financial Officer

                                        87
<PAGE>   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").

     The consolidated financial statements have been prepared in accordance with
United States generally accepted accounting principles. The exemption of article
292a HGB has been applied.

     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 are reviewed by corporate auditing
for their 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 all business
developments are correctly reflected and that a reliable basis for the
consolidated financial statements is created.

     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 Wirstschaftspruefungsgesellschaft 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 23, 2001

                                          The Board of Management

                                       F-1
<PAGE>   92

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
CONSOLIDATED FINANCIAL STATEMENTS
  Independent Auditors' Report..............................   F-3
  Consolidated Statements of Operations for the years ended
    December 31, 2000, 1999 and 1998........................   F-4
  Consolidated Balance Sheets as of December 31, 2000 and
    1999....................................................   F-5
  Consolidated Statements of Shareholders' Equity for the
    years ended December 31, 2000, 1999 and 1998............   F-6
  Consolidated Statements of Cash Flows for the years ended
    December 31, 2000, 1999 and 1998........................   F-7
  Notes to Consolidated Financial Statements................   F-8

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
  Schedule II - Valuation and Qualifying Accounts...........  F-47
</TABLE>

                                       F-2
<PAGE>   93

                          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 and Germany. 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, 2000 and 1999, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States. 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 23, 2001, except for
paragraph 2 of note 27, which is
as of March 20, 2001

KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruefungsgesellschaft

                                       F-3
<PAGE>   94

                          CELANESE AG AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                      2000              2000           1999         1998(2)
                                                -----------------   ------------   ------------   ------------
                                                (IN $ MILLIONS(1)
                                                 EXCEPT FOR PER
                                                   SHARE DATA)      (IN E MILLIONS EXCEPT FOR PER SHARE DATA)
                                                -----------------   ------------------------------------------
<S>                                             <C>                 <C>            <C>            <C>
Net sales.....................................          4,888             5,207          4,318          4,344
Cost of sales.................................         (4,170)           (4,441)        (3,621)        (3,454)
Selling, general and administrative
  expenses....................................           (532)             (567)          (570)          (535)
Research and development expenses.............            (88)              (94)           (79)          (101)
Special charges...............................            (27)              (29)          (559)          (100)
Foreign exchange gain (loss)..................              5                 5            (12)            (4)
Gain on disposition of assets.................              2                 2              2             18
                                                   ----------        ----------     ----------     ----------
  Operating profit (loss).....................             78                83           (521)           168
Equity in net earnings of affiliates..........             18                19              7             11
Interest expense..............................            (70)              (75)          (111)          (133)
Interest and other income, net................            104               112             33             47
                                                   ----------        ----------     ----------     ----------
  Earnings (loss) before income tax, minority
     interests, discontinued operations and
     extraordinary expense....................            130               139           (592)            93
Income tax benefit (expense)..................            (79)              (84)            83           (109)
                                                   ----------        ----------     ----------     ----------
  Earnings (loss) before minority interests,
     discontinued operations and extraordinary
     expense..................................             51                55           (509)           (16)
Minority interests............................              -                 -              7            (40)
                                                   ----------        ----------     ----------     ----------

  Earnings (loss) from continuing
     operations...............................             51                55           (502)           (56)
Discontinued operations, net of income tax of
  E19 million, E77 million and E8 million in
  2000, 1999, and 1998, respectively:
  Earnings from operations of discontinued
     operations...............................              3                 3             12             12
  Gain on disposal of discontinued
     operations...............................              -                 -            298              -
                                                   ----------        ----------     ----------     ----------
  Earnings from discontinued operations.......              3                 3            310             12
Extraordinary expense, net of income tax......              -                 -            (15)             -
                                                   ----------        ----------     ----------     ----------
  Net earnings (loss).........................             54                58           (207)           (44)
                                                   ==========        ==========     ==========     ==========
Earnings (loss) per common share - basic and
  diluted:
  Continuing operations.......................           0.96              1.03          (8.98)         (1.00)
  Discontinued operations.....................           0.05              0.06           5.55           0.21
  Extraordinary item..........................              -                 -          (0.27)             -
                                                   ----------        ----------     ----------     ----------
  Net earnings (loss).........................           1.01              1.09          (3.70)         (0.79)
                                                   ==========        ==========     ==========     ==========
Weighted average shares - basic and diluted...     53,293,128        53,293,128     55,915,369     55,915,369
</TABLE>

---------------
(1) The 2000 figures are unaudited and have been translated solely for the
    convenience of the reader at an exchange rate of U.S. $0.9388 per E1.00, the
    noon buying rate of the Federal Reserve Board of New York on December 29,
    2000.

(2) Balances have been restated from Deutsche Mark into euro using the Official
    Fixed Exchange Rate as of January 1, 1999.

See the accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>   95

                          CELANESE AG AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                               AS OF DECEMBER 31,

<TABLE>
<CAPTION>
                                                                     2000           2000     1999
                                                              ------------------   ------   ------
                                                              (IN $ MILLIONS)(1)   (IN E MILLIONS)
                                                              ------------------   ---------------
<S>                                                           <C>                  <C>      <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................           23             24      378
  Receivables, net..........................................        1,557          1,659    1,598
  Inventories...............................................          675            719      588
  Deferred income taxes.....................................           78             83      126
  Other assets..............................................           40             42       52
                                                                    -----          -----    -----
          Total current assets..............................        2,373          2,527    2,742
                                                                    -----          -----    -----
Investments.................................................          575            613      580
Property, plant and equipment, net..........................        2,036          2,169    1,932
Deferred income taxes.......................................          112            119      230
Other assets................................................          710            757      703
Intangible assets, net......................................        1,368          1,457    1,382
                                                                    -----          -----    -----
          Total assets......................................        7,174          7,642    7,569
                                                                    =====          =====    =====
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term borrowings and current installments of
     long-term debt.........................................          389            414      429
  Accounts payable and accrued liabilities..................        1,426          1,519    1,779
  Deferred income taxes.....................................            9             10       16
  Income taxes payable......................................          272            290      235
  Net liabilities of discontinued operations................            -              -       42
                                                                    -----          -----    -----
          Total current liabilities.........................        2,096          2,233    2,501
                                                                    -----          -----    -----
Long-term debt..............................................          705            751      519
Deferred income taxes.......................................           45             48       69
Other liabilities...........................................        1,650          1,757    1,591
Minority interests..........................................            9             10       23

Shareholders' equity:
  Common stock, no par value, E143 million aggregate
     registered value; 55,915,369 shares authorized and
     issued; 50,326,355 and 55,915,369 outstanding in 2000
     and 1999, respectively.................................          134            143      143
  Additional paid-in capital................................        2,351          2,508    2,504
  Retained earnings.........................................           86             92       40
  Accumulated other comprehensive income....................          213            223      179
                                                                    -----          -----    -----
                                                                    2,784          2,966    2,866
  Less: Treasury stock at cost (5,589,014 shares in 2000)...          115            123        -
                                                                    -----          -----    -----
     Total shareholders' equity.............................        2,669          2,843    2,866
                                                                    -----          -----    -----
     Total liabilities and shareholders' equity.............        7,174          7,642    7,569
                                                                    =====          =====    =====
</TABLE>

---------------
(1) The 2000 figures are unaudited and have been translated solely for the
    convenience of the reader at an exchange rate of U.S. $0.9388 per E1.00, the
    noon buying rate of the Federal Reserve Board of New York on December 29,
    2000.

See the accompanying notes to consolidated financial statements.

                                       F-6
<PAGE>   96

                          CELANESE AG AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                        ACCUMULATED
                                               ADDITIONAL                  OTHER           PRE-                      TOTAL
                                      COMMON    PAID-IN     RETAINED   COMPREHENSIVE   DISTRIBUTION   TREASURY   SHAREHOLDERS'
                                      STOCK     CAPITAL     EARNINGS   INCOME (LOSS)      EQUITY       STOCK        EQUITY
                                      ------   ----------   --------   -------------   ------------   --------   -------------
                                                                         (IN E MILLIONS)(1)
                                      ----------------------------------------------------------------------------------------
<S>                                   <C>      <C>          <C>        <C>             <C>            <C>        <C>
Balance at December 31, 1997........     -           -          -           (28)           1,278           -         1,250
Comprehensive loss, net of tax:
  Net loss..........................     -           -          -             -              (44)          -           (44)
  Other comprehensive income (loss):
    Unrealized gain on securities...     -           -          -             9                -           -             9
    Foreign currency translation....     -           -          -           (45)               -           -           (45)
    Minimum pension liability.......     -           -          -           (51)               -           -           (51)
                                                                           ----                                      -----
    Other comprehensive loss........     -           -          -           (87)               -           -           (87)
                                                                                                                     -----
Comprehensive loss..................     -           -          -             -                -           -          (131)
Net activity with Hoechst...........     -           -          -             -            1,617           -         1,617
                                       ---       -----         --          ----           ------        ----         -----

Balance at December 31, 1998........     -           -          -          (115)           2,851           -         2,736
                                       ---       -----         --          ----           ------        ----         -----
Comprehensive loss, net of tax:
  Net earnings (loss)...............     -           -         40             -             (247)          -          (207)
  Other comprehensive income (loss):
    Unrealized loss on securities...     -           -          -           (11)               -           -           (11)
    Foreign currency translation....     -           -          -           261                -           -           261
    Minimum pension liability.......     -           -          -            44                -           -            44
                                                                           ----                                      -----
    Other comprehensive income......     -           -          -           294                -           -           294
                                                                                                                     -----
Comprehensive income................     -           -          -             -                -           -            87
Net activity with Hoechst...........     -           -          -             -               47           -            47
Issuance of common stock on the
  effective date of the demerger....   143       2,508          -             -           (2,651)          -             -
Call options........................     -          (4)         -             -                -           -            (4)
                                       ---       -----         --          ----           ------        ----         -----

Balance at December 31, 1999........   143       2,504         40           179                -           -         2,866
                                       ---       -----         --          ----           ------        ----         -----
Comprehensive loss, net of tax:
  Net earnings......................     -           -         58             -                -           -            58
  Other comprehensive income (loss):
    Unrealized gain on securities...     -           -          -             7                -           -             7
    Foreign currency translation....     -           -          -            44                -           -            44
    Minimum pension liability.......     -           -          -            (7)               -           -            (7)
                                                                           ----                                      -----
    Other comprehensive income......     -           -          -            44                -           -            44
                                                                                                                     -----
Comprehensive income................     -           -          -             -                -           -           102
Dividends (E0.11 per share).........     -           -         (6)            -                -           -            (6)
Purchase of treasury stock..........     -           -          -             -                -        (119)         (119)
Call options........................     -           4          -             -                -          (4)            -
                                       ---       -----         --          ----           ------        ----         -----

Balance at December 31, 2000........   143       2,508         92           223                -        (123)        2,843
                                       ===       =====         ==          ====           ======        ====         =====
</TABLE>

---------------
(1) Balances through December 31, 1998 have been restated from Deutsche Mark
    into euro using the Official Fixed Exchange Rate as of January 1, 1999.

See the accompanying notes to consolidated financial statements.

                                       F-6
<PAGE>   97

                          CELANESE AG AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                 2000          2000    1999    1998(2)
                                                          ------------------   ----    ----    -------
                                                          (IN $ MILLIONS)(1)       (IN E MILLIONS)
                                                          ------------------   -----------------------
<S>                                                       <C>                  <C>     <C>     <C>
Operating activities from continuing operations:
  Net earnings (loss)....................................          54            58    (207)     (44)
  Earnings from operations of discontinued operations....          (3)           (3)    (12)     (12)
  Adjustments to reconcile net earnings (loss) to net
     cash
   provided by operating activities:
     Special charges, net of amounts used................        (319)         (340)    482        6
     Depreciation and amortization.......................         364           388     339      312
     Change in equity of affiliates......................          (6)           (6)      7        4
     Deferred income taxes...............................         129           137       2      (97)
     Gain on disposition of assets, net..................          (6)           (7)     (2)     (18)
     Gain on disposal of discontinued operations, net....           -             -    (503)       -
     Changes in operating assets and liabilities:
       Receivables, net..................................         (93)          (99)   (110)     (49)
       Inventories.......................................         (42)          (45)     68      (18)
       Accounts payable, accrued liabilities and other
          liabilities....................................           9            10     232      164
       Income taxes payable..............................         (24)          (26)   (110)      65
       Other, net........................................          (8)           (9)     (3)      17
                                                                 ----          ----    ----     ----
     Net cash provided by operating activities...........          55            58     183      330
Investing activities from continuing operations:
     Capital expenditures on property, plant and
       equipment.........................................        (221)         (235)   (262)    (345)
     Acquisitions of businesses and purchase of
       investment........................................        (377)         (402)   (397)       -
     Proceeds from disposition of assets.................          39            41      10       42
     Proceeds from disposition of businesses.............           9            10       -        -
     Proceeds from disposal of discontinued operations...          84            90     913        -
     Proceeds from sale of marketable securities.........         401           427      54      311
     Purchases of marketable securities..................        (407)         (434)    (60)    (305)
     Other, net..........................................          (2)           (2)     (1)       -
                                                                 ----          ----    ----     ----
     Net cash provided by (used in) investing
       activities........................................        (474)         (505)    257     (297)
Financing activities from continuing operations:
     Short-term borrowings, net..........................         (57)          (61)    (92)      77
     Proceeds from long-term debt........................         255           271     164       48
     Payments of long-term debt..........................           -             -    (845)    (506)
     Purchase of treasury stock..........................        (112)         (119)      -        -
     Dividend payments...................................          (6)           (6)      -        -
     Other net activities with Hoechst...................           -             -     706      336
     Other, net..........................................          (8)           (8)     (5)       -
                                                                 ----          ----    ----     ----
     Net cash provided by (used in) financing
       activities........................................          72            77     (72)     (45)
Exchange rate effects on cash............................          15            16      10        2
                                                                 ----          ----    ----     ----
     Net increase (decrease) in cash and cash
       equivalents.......................................        (332)         (354)    378      (10)
     Cash and cash equivalents at beginning of year......         355           378       -       10
                                                                 ----          ----    ----     ----
     Cash and cash equivalents at end of year............          23            24     378        -
                                                                 ====          ====    ====     ====
Net cash provided by (used in) discontinued operations:
     Operating activities................................           2             2      18       25
     Investing activities................................         (25)          (26)    (38)     (38)
     Financing activities................................          23            24      15        5
                                                                 ----          ----    ----     ----
     Net cash used in discontinued operations............           -             -      (5)      (8)
                                                                 ====          ====    ====     ====
</TABLE>

---------------
(1) The 2000 figures are unaudited and have been translated solely for the
    convenience of the reader at an exchange rate of U.S. $0.9388 per E1.00, the
    noon buying rate of the Federal Reserve Board of New York on December 29,
    2000.

(2) Balances have been restated from the Deutsche Mark into Euro using the
    Official Fixed Exchange Rate as of January 1, 1999.

See the accompanying notes to consolidated financial statements.

                                       F-7
<PAGE>   98

                          CELANESE AG AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF CONSOLIDATION AND PRESENTATION

     On October 22, 1999 (the "Effective Date"), Celanese AG ("Celanese"),
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 Rhone-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, acetates, 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.

     In 1998, Hoechst allocated a portion of its corporate expenses to the
Businesses. These expenses, totaling E36 million in 1998, included, but were not
limited to, benefit administration, risk management administration, tax
services, finance services, treasury management services, environmental
services, litigation support services, intellectual property management services
and executive functions. Allocations and charges were based on either a direct
identification or an allocation for such services based on factors such as
employment levels or floor space. Management believes that the basis used for
the allocation of corporate services was reasonable and that the terms of these
transactions would not have materially differed from those among unrelated
parties. The income tax provision was calculated based on each Business's
contributions to the total provision for income taxes of the multiactivity legal
entity within a tax jurisdiction. As such, the financial results for 1998 may
not necessarily reflect the financial position and results of operations that
would have occurred had the Businesses operated as a stand-alone entity on the
dates, and for the periods, indicated.

     With the introduction of the European Monetary Union euro ("E") on January
1, 1999, Celanese has elected to present the accompanying consolidated financial
statements in euro. Accordingly, the consolidated financial statements as of and
for the year ended December 31, 1998 have been restated into euro using the
euro/Deutsche Mark ("DM") exchange rate as of January 1, 1999 of DM 1.95583 to
one (1) euro. The restated euro consolidated financial statements depict the
same trends as would have been presented had Celanese continued to present its
consolidated financial statements and notes thereto in DM. The consolidated
financial statements for periods prior to January 1, 1999 are not comparable to
those of other companies reporting in euro which have restated amounts from
currencies other than the DM.

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.

                                       F-8
<PAGE>   99
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2.  SUMMARY OF ACCOUNTING POLICIES - (CONTINUED)

     - 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
value 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.

     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 hedge accounting treatment, or that cease to meet hedge
accounting criteria, are included as income or expense currently.

     Foreign exchange contracts relating to accounts receivable or accounts
payable are accounted for as hedges. The gain or loss arising from these
contracts is recognized in income or expense.

     Financial instruments which potentially subject Celanese to concentrations
of credit risks 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 selectively utilizes natural gas forward contracts, which are
principally settled through actual delivery of the physical commodity, to manage
its exposure to price risk associated with energy costs and other chemical
products. The maturities of these contracts correlate closely to the actual
purchases of the commodity and have the effect of securing predetermined prices
that Celanese pays 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. Realized gains and losses on these contracts are
included in the cost of the commodity upon settlement of the contract.

     - INVENTORIES

     Inventories are stated at the lower of cost or market. Cost is primarily
determined using the first-in, first-out or FIFO method, although certain
locations, primarily in the U.S., have opted to utilize 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

     Investments in which Celanese owns a voting interest of between 20 percent
and 50 percent are generally accounted for using the equity method. Investments
in which Celanese holds a voting interest of less than 20 percent are generally
carried at cost. 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
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                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2.  SUMMARY OF ACCOUNTING POLICIES - (CONTINUED)

     - 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:

<TABLE>
<S>                                                           <C>
Land Improvements...........................................  20 years
Buildings...................................................  30 years
Buildings and Leasehold Improvements........................  10 years
Machinery and Equipment.....................................  10 years
</TABLE>

     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 11)

     Subsequent to the demerger, 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
E9 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.

     - 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

                                       F-10
<PAGE>   101
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2.  SUMMARY OF ACCOUNTING POLICIES - (CONTINUED)

amounts used for income tax purposes, 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.

     Subsequent to the Effective Date, Celanese is responsible for its income
taxes and files its own income tax returns. Prior to the Effective Date,
Celanese was an operating business of Hoechst and was included as part of the
tax returns filed by Hoechst. However, Celanese's tax provisions for periods
prior to the Effective Date were computed as if it had been a separate company.

     - 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 24)

     - 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, 2000 are as follows:

<TABLE>
<CAPTION>
                                                              OWNERSHIP
                                                              PERCENTAGE
                                                              ----------
<S>                                                           <C>
InfraServ GmbH & Co. Oberhausen KG..........................      84%
Synthesegasanlage Ruhr GmbH.................................      50%
</TABLE>

     As of December 31, 1998, Celanese owned 56 percent of the outstanding
voting shares of Celanese Canada, Inc., and exercised management control. In the
third quarter of 1999, Celanese acquired the remaining interest in Celanese
Canada, Inc. In connection with this transaction, Celanese also acquired the
remaining 24 percent minority interest of Edmonton Methanol Company. (See Note
5)

     As of December 31, 1998, Celanese owned 51 percent of the outstanding
voting shares of Copley Pharmaceuticals Inc., and exercised management control.
In September 1999, Teva Pharmaceutical Industries, Ltd. acquired all the
outstanding shares of Copley Pharmaceuticals Inc. (See Note 5)

     As of December 31, 1998, Celanese owned 79 percent of the outstanding
voting shares of InfraServ GmbH & Co. Muenchmuenster KG. During 1999, Celanese
sold 30 percent of its interest in this company to SKW Trostberg. (See Note 9
and Note 27)

     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.

                                       F-11
<PAGE>   102
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2.  SUMMARY OF ACCOUNTING POLICIES - (CONTINUED)

     - 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, 2000, 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 prior periods presented. (See Note 19 and Note 20)

     - STOCK-BASED COMPENSATION

     Celanese applies the intrinsic value-based method of accounting prescribed
by Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations, in accounting for stock based
compensation. Celanese also 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 provisions of APB Opinion No. 25
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 at the end of the period proportionally recognized over the vesting period
and adjusted for previously recognized expense. (See Note 20)

     - 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

     Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities ("Statement 133") as amended by
Statement of Financial Accounting Standards No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities ("Statement 138") were
issued by the Financial Accounting Standards Board in June 1998 and June 2000,
respectively. These statements standardize 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 statement 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

                                       F-12
<PAGE>   103
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2.  SUMMARY OF ACCOUNTING POLICIES - (CONTINUED)

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.

     Celanese adopted Statement 133, as amended by Statement 138, on January 1,
2001, and accordingly will apply the standards of the Statements prospectively.
Upon adoption, Celanese will record a net transition adjustment gain of E8
million, net of related income tax of E4 million in accumulated other
comprehensive income (loss) at January 1, 2001. Further, the adoption of
Statements 133 and 138 will result in Celanese recognizing E14 million of
derivative instrument assets and E2 million of derivative liabilities.

     Pursuant to Statements 133 and 138, Celanese does not expect that the
adoption will materially increase the volatility of reported earnings.
Volatility of accumulated other comprehensive income (loss) is expected to
increase. In general, the amount of volatility will vary with the level of
derivative activities during any period. Celanese believes, it is not likely
that these amounts will be material in the future.

3.  SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                              2000   1999   1998
                                                              ----   ----   ----
                                                               (IN E MILLIONS)
                                                              ------------------
<S>                                                           <C>    <C>    <C>
Cash paid during the year for:
     Taxes, net of refunds..................................  (12)   140    245
     Interest, net of amounts capitalized...................   41    113    151
Noncash investing and financing activities:
  Contribution by Hoechst of net receivables to Celanese
     (See Note 4)...........................................    -     97    384
  Contribution by Hoechst of Grupo Celanese S.A. minority
     interest (See Note 4)..................................    -      -    643
  Contribution by Hoechst of Trespaphan GmbH minority
     interest (See Note 4)..................................    -      -     24
  Contribution by Hoechst of investments (See Note 4).......    -      -     13
  Contribution by Hoechst of Dyneon GmbH deferred tax asset
     (See Note 4)...........................................    -      -    109
  Acquisition of plant and equipment through capital
     leases.................................................    -      -      3
  Fair value adjustment to securities available-for-sale,
     net of tax.............................................    7    (11)     9
</TABLE>

4.  TRANSACTIONS AND RELATIONSHIPS WITH AFFILIATES

     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

                                       F-13
<PAGE>   104
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4.  TRANSACTIONS AND RELATIONSHIPS WITH AFFILIATES - (CONTINUED)

Effective Date are considered third-party transactions. The following tables
represent Celanese's transactions with affiliated companies, as defined above,
for the periods presented.

<TABLE>
<CAPTION>
                                                              2000   1999   1998
                                                              ----   ----   -----
                                                                (IN E MILLIONS)
                                                              -------------------
<S>                                                           <C>    <C>    <C>
INCOME STATEMENT TRANSACTIONS
  Purchases from Affiliates(1)..............................  115     98       54
  Sales to Affiliates(1)....................................   68    128      172
  Interest income from Affiliates...........................    3     22        8
  Interest expense paid to Affiliates.......................   15      5        9
  Expenses allocated from Affiliates(2).....................    -      -       36

EQUITY TRANSACTIONS(5)
  Contribution of net receivables to Celanese(3)(11)........    -     97      384
  Contribution of Grupo Celanese S.A. minority
     interest(6)............................................    -      -      643
  Contribution of Trespaphan GmbH minority interest(7)......    -      -       24
  Contribution of investments(8)............................    -      -       13
  Transfer of certain other activities from Celanese to
     Hoechst(9).............................................    -    (50)     350
  Contribution of Dyneon GmbH deferred tax asset(10)........    -      -      109
  Net other activities with Hoechst.........................    -      -       94
                                                              ---    ---    -----
     Net activity with Hoechst..............................    -     47    1,617
                                                              ===    ===    =====
</TABLE>

<TABLE>
<CAPTION>
                                                               2000      1999
                                                              ------    ------
                                                              (IN E MILLIONS)
                                                              ----------------
<S>                                                           <C>       <C>
BALANCE SHEET TRANSACTIONS
  Trade and other receivables from Affiliates(3)............     89       118
  Current notes receivable (including interest) from
     Affiliates.............................................     11         5
  Long-term notes receivable from Affiliates................     25        20
                                                               ----      ----
          Total receivables from Affiliates.................    125       143

  Accounts payable and other liabilities due Affiliates.....     57        15
  Short-term borrowings from Affiliates(4)..................    283       302
                                                               ----      ----
          Total due Affiliates..............................    340       317
                                                               ----      ----
     Net payables with Affiliates...........................   (215)     (174)
                                                               ====      ====
</TABLE>

(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 amounted to E17 million and E49 million in 1999 and 1998,
respectively. Sales to Hoechst were E45 million and E95 million in 1999 and
1998, respectively.

(2) Expenses allocated from Affiliates

     Hoechst provided certain services to Celanese including, but not limited
to, benefit administration, risk management administration, tax services,
finance services, treasury management services, environmental services,
litigation support services, intellectual property management services and
executive functions. Fees were based on either a direct identification or an
allocation for such services based on factors such as

                                       F-14
<PAGE>   105
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4.  TRANSACTIONS AND RELATIONSHIPS WITH AFFILIATES - (CONTINUED)

employment levels or floor space. Expenses allocated from Hoechst totaled E36
million in 1998. In 2000 and 1999, these expenses were incurred directly.

(3) Trade and other receivables from Affiliates

     Trade and other receivables from Affiliates amounted to E89 and E118
million at December 31, 2000 and December 31, 1999, respectively. In 2000 and
1999, the majority of these amounts were outstanding from Hoechst. The decrease
in 2000 is due to payments made by Hoechst. Hoechst contributed to Celanese net
receivables totaling E97 million during 1999. At December 31, 2000 and 1999,
included in receivables due from Hoechst are E65 million and E81 million,
respectively, related to reimbursement for the sorbates litigation. Also
included in receivables due from Hoechst is E11 million in 1999 relating to
reimbursement for demerger costs and certain taxes. See Demerger Agreement below
and Note 23 for further discussion.

(4) Short term borrowings from Affiliates (See Note 14)

     The 2000 and 1999 balances reflect Celanese's short-term borrowings from
Affiliates. Interest rates were adjusted on a short-term basis to reflect market
conditions.

(5) Shareholders' Equity

     Prior to the Effective Date, shareholders' equity represented the
historical equity of the Businesses and activities combined as Celanese.
Shareholders' equity represented combined equity less accumulated other
comprehensive income (loss) items of the combined Businesses and the effects of
transfers between Celanese and Hoechst, which did 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 special dividend
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
special dividend.

(6) Investment in Grupo Celanese, S.A.

     During the year ended December 31, 1997, Celanese owned 51 percent of the
outstanding voting shares of Grupo Celanese, S.A. and exercised management
control. On December 10, 1998, Hoechst exchanged substantially all of its
polyester fiber and bottle resin businesses in the U.S., Europe and Mexico for
the 49 percent minority interest in Grupo Celanese, S.A., which was not already
owned by Celanese. On December 10, 1998, Hoechst contributed this interest to
Celanese. As a result of the acquisition of the minority interest in Grupo
Celanese, S.A., the unallocated purchase price over the net assets acquired and
liabilities assumed related to the acquisition totaled E592 million. Celanese
performed an appraisal of the underlying assets and liabilities of Grupo
Celanese, S.A. to determine the amount of the unallocated purchase price
pertaining to these items.

     This transaction was reflected as a capital contribution, totaling E643
million, net of a E51 million tax benefit, from Hoechst. Accordingly, the
historical results of operations of the polyester fiber and bottle resin
businesses have been excluded from the accompanying consolidated financial
statements. Celanese would have recognized additional amortization expense of
E30 million for fiscal 1998 had this capital contribution been made on January
1, 1998.

(7) Investment in Trespaphan GmbH

     On March 31, 1998, Hoechst acquired the remaining 28 percent interest in
Trespaphan GmbH and contributed the interest to Celanese in connection with the
demerger. The unallocated purchase price over the

                                       F-15
<PAGE>   106
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4.  TRANSACTIONS AND RELATIONSHIPS WITH AFFILIATES - (CONTINUED)

net assets acquired and liabilities assumed related to the acquisition totaled
E10 million. This transaction is reflected as a capital contribution, totaling
E24 million, net of an E11 million tax benefit from Hoechst.

(8) Contribution of investments

     During 1998, Hoechst contributed cost investments totaling E13 million to
Celanese. All investments have been contributed at their historical basis.
Celanese sold its investments in Targor GmbH and Dyneon GmbH in December 1999.
(See Note 5) For presentation purposes, entities which have been discontinued
are shown on the consolidated balance sheets as net assets (liabilities) of
discontinued operations.

(9) Non-Celanese activities transferred to Hoechst

     During 1998, in anticipation of the demerger, Celanese transferred other
activities to Hoechst. These activities were not managed or controlled by
Celanese. As a result of this transfer, Celanese received capital contributions
totaling E350 million in 1998 which are included as net activity with Hoechst in
the consolidated statement of shareholders' equity and as other net activity
with Hoechst in the financing section of the consolidated statement of cash
flows. In 1999, prior to the demerger, Celanese incurred E50 million in charges
associated with the non-Celanese activities, which were treated as a capital
distribution to Hoechst.

(10) Dyneon GmbH deferred tax asset

     At December 31, 1998, included in net assets (liabilities) of discontinued
operations in Celanese's consolidated financial statements is an investment in
Dyneon GmbH, the worldwide fluoropolymer joint venture between Hoechst and 3M.
The contribution of this investment to Celanese resulted in a step-up to the tax
basis of the investment. The differential in tax basis versus book basis
resulted in a deferred tax asset totaling E109 million. This deferred tax asset
was contributed to Celanese in 1998 and is shown as an increase to
pre-distribution equity. The contribution of this deferred tax asset is a
non-cash item in the supplemental cash flow information. Celanese sold its
investment in Dyneon GmbH in 1999. (See Note 5)

(11) 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. E28
million was recorded in 1999 as a component of special charges on the 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 23)

     Environmental Liabilities

     As part of the Demerger Agreement, Celanese has agreed to indemnify Hoechst
for the first E250 million of future environmental liabilities arising from
certain previously divested Hoechst entities. If these future environmental
liabilities exceed E250 million, Hoechst will bear the excess up to an
additional E500 million. Thereafter, Celanese will bear one third and Hoechst
will bear two-thirds of any further environmental liabilities. Celanese has
established total reserves of E180 million related to these potential
liabilities.

                                       F-16
<PAGE>   107
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4.  TRANSACTIONS AND RELATIONSHIPS WITH AFFILIATES - (CONTINUED)

OTHER MATTERS

     Consolidation of Celanese Procurement Olefin

     Celanese Procurement Olefin ("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 commission earned on these sales is classified as other
operating income. This income amounted to E10 million, E4 million and E1 million
in 2000, 1999 and 1998, respectively. The raw material sales volume commissioned
by CPO between refineries and third parties and Celanese amounted to E808
million, E482 million, and E444 million in 2000, 1999 and 1998, respectively.

5.  ACQUISITIONS AND DIVESTITURES

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

     In May 2000, Celanese acquired 100% of Axiva GmbH, a process technology and
engineering business, from Aventis for a purchase price of DM 75 million (E38
million). Pursuant to the purchase agreement, the seller is entitled to
additional consideration in the event Celanese divests the Fuel Cell project or
the R & D project focusing on polyunsaturated fatty acids. 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% 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 DM 20 million (E10 million) on the sale. There was no
material effect on the Consolidated Statement of Operations in 2000.

     In September 2000, Celanese completed the acquisition of the polyvinyl
alcohol ("PVOH") business of Air Products and Chemicals, Inc. for U.S. $326
million (E359 million). As a result of this transaction, Celanese recorded
goodwill of U.S. $52 million (E56 million), which is being amortized over 20
years.

     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 (E303 million) for this 44 percent minority interest, resulting in
goodwill of E154 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 (E94 million). Celanese's interest in KEP is accounted for under the equity
method. (See Note 9)

     As part of Celanese's plan to shed its non-core businesses, Celanese
divested the following businesses. These divestitures were classified as
discontinued operations in accordance with APB Opinion 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":

     Celanese made the following divestitures during 2000:

     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 accrued at December 31, 1999 and was included as a component of net
liabilities of discontinued operations.

     In July 2000, Celanese sold its 50 percent interest in Vinnolit Kunstoff
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

                                       F-17
<PAGE>   108
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

5.  ACQUISITIONS AND DIVESTITURES - (CONTINUED)

Corporation ("Advent"). Pursuant to the sale agreement, the buyer has been
granted a rescission right limited in scope and time and subject to various
conditions. The recission right expires December 15, 2001, however, under
certain limited circumstances the recission period may extend to April 2002. No
claim for recission has been asserted. Management, together with outside legal
counsel, has assessed the likelihood of the recission to be remote and believes
Celanese has effectively transferred all risks and rewards of the Vinnolit and
Vintron businesses to Advent. Celanese has reflected this transaction as a
component of discontinued operations in the consolidated statement of
operations.

     Celanese received gross proceeds of E35 million and recorded a gain in 2000
of E9 million, net of taxes, in gain on disposal of discontinued operations and
earnings of E3 million in earnings from operations of discontinued operations
relating to these discontinued operations. In 1999, Celanese recorded a loss of
E151 million, net of taxes, in gain on disposal of discontinued operations and a
gain of E2 million in earnings from operations of discontinued operations
relating to these discontinued operations. An additional loss of E9 million, net
of taxes, relating to discontinued operations either sold in 1999 or anticipated
to be sold, was recorded in 2000.

     Celanese made 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 E1,001 million from the sale of these
discontinued operations, which led to a net cash inflow of E913 million in 1999.
Celanese recognized a gain of E452 million, net of taxes, in gain on disposal of
discontinued operations in the consolidated statements of operations in 1999.
Celanese recorded earnings of E14 million, net of taxes, in net 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.

6.  SECURITIES AVAILABLE FOR SALE

     At December 31, 2000 and 1999, Celanese had E186 million and E160 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 businesses. There was a net realized loss of E1 million in 2000 and no
realized gains or losses in 1999 and 1998. The amortized cost, gross unrealized
gain, gross unrealized loss and

                                       F-18
<PAGE>   109
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

6.  SECURITIES AVAILABLE FOR SALE - (CONTINUED)

fair values for available-for-sale securities by major security type at December
31, 2000 and 1999, were as follows:

<TABLE>
<CAPTION>
                                                            AMORTIZED   UNREALIZED   UNREALIZED   FAIR
                                                              COST        GAINS        LOSSES     VALUE
                                                            ---------   ----------   ----------   -----
                                                                          (IN E MILLIONS)
                                                            -------------------------------------------
<S>                                                         <C>         <C>          <C>          <C>
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
                                                               ===         ===          ===        ===
AT DECEMBER 31, 1999
Debt Securities
  U.S. Government.........................................      28           -            2         26
  U.S. municipal..........................................       3           -            -          3
  Other government........................................       6           -            -          6
  U.S. corporate..........................................      98           -            2         96
                                                               ---         ---          ---        ---
          Total debt securities...........................     135           -            4        131
Bank certificates of deposit..............................       8           -            -          8
Equity securities.........................................       5           1            -          6
Mortgage-backed securities................................      15           -            -         15
                                                               ---         ---          ---        ---
                                                               163           1            4        160
                                                               ===         ===          ===        ===
</TABLE>

     Fixed maturities at December 31, 2000 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.

<TABLE>
<CAPTION>
                                                              AMORTIZED   FAIR
                                                                COST      VALUE
                                                              ---------   -----
                                                               (IN E MILLIONS)
                                                              -----------------
<S>                                                           <C>         <C>
Within one year.............................................       6         6
From one to five years......................................      71        72
From six to ten years.......................................      61        62
Greater than ten years......................................      39        39
                                                                 ---       ---
                                                                 177       179
                                                                 ===       ===
</TABLE>

                                       F-19
<PAGE>   110
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7.  RECEIVABLES, NET

<TABLE>
<CAPTION>
                                                               2000      1999
                                                              ------    ------
                                                              (IN E MILLIONS)
                                                              ----------------
<S>                                                           <C>       <C>
Trade.......................................................    969       873
Reinsurance receivables.....................................    352       402
Receivables from Hoechst and Affiliates.....................    100       123
Other.......................................................    262       240
                                                              -----     -----
  Subtotal..................................................  1,683     1,638
Allowance for doubtful accounts.............................    (24)      (40)
                                                              -----     -----
  Net receivables...........................................  1,659     1,598
                                                              =====     =====
</TABLE>

     As of December 31, 2000 and 1999, Celanese had no significant
concentrations of credit risk since Celanese's customer base is dispersed across
many different industries and geographies.

8.  INVENTORIES

<TABLE>
<CAPTION>
                                                              2000    1999
                                                              ----    ----
                                                                 (IN E
                                                               MILLIONS)
                                                              ------------
<S>                                                           <C>     <C>
Finished goods..............................................  644     450
Work-in-process.............................................   27      20
Raw materials and supplies..................................   80     105
                                                              ---     ---
  Subtotal..................................................  751     575
LIFO reserve................................................  (32)     13
                                                              ---     ---
          Total inventories.................................  719     588
                                                              ===     ===
</TABLE>

     At December 31, 2000 and 1999, E331 million and E229 million, respectively,
of total inventories were valued by the LIFO method. Celanese charged E45
million for the fiscal year ended December 31, 2000 for additions to the LIFO
reserves and realized E14 million for the fiscal year ended December 31, 1999
from the liquidation of LIFO reserves.

9.  INVESTMENTS

     Celanese accounts for the following Affiliates under the equity method:

<TABLE>
<CAPTION>
                                                               PERCENT
                         AFFILIATE                            OWNERSHIP
                         ---------                            ---------
<S>                                                           <C>
Clear Lake Methanol Co., LLC................................    50.0%
Fortron Industries..........................................    50.0%
Korea Engineering Plastics Co., Ltd.........................    50.0%
InfraServ GmbH & Co. Muenchsmuenster KG.....................    49.0%
Polyplastics Co., Ltd.......................................    45.0%
InfraServ GmbH & Co. Gendorf KG.............................    39.0%
InfraServ GmbH & Co. Hoechst KG.............................    31.2%
InfraServ GmbH & Co. Knapsack KG............................    27.0%
Siemens Axiva GmbH..........................................    25.0%
Sherbrooke Capital Health and Wellness, L.P.................    14.2%
</TABLE>

                                       F-20
<PAGE>   111
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9.  INVESTMENTS - (CONTINUED)

<TABLE>
<CAPTION>
                                                               2000     1999
                                                              ------   ------
                                                              (IN E MILLIONS)
                                                              ---------------
<S>                                                           <C>      <C>
Affiliates totals:
  Net sales.................................................  1,924    1,935
  Net earnings..............................................     66       40
Celanese's share:
  Net earnings..............................................     19        7
  Dividends.................................................     13       15

Total assets................................................  2,382    1,976
Total liabilities...........................................  1,057      771
Interests of others.........................................    801      739
                                                              -----    -----
  Celanese's equity.........................................    524      466
Write-down of investment....................................    (15)     (15)
Excess of cost over underlying equity in net assets
  acquired..................................................    104      129
                                                              -----    -----
  Celanese's investment.....................................    613      580
                                                              =====    =====
</TABLE>

<TABLE>
<CAPTION>
                                                              ACQUISITION   WRITE-   NET BOOK
                                                                 COST       DOWNS     VALUE
                                                              -----------   ------   --------
                                                                      (IN E MILLIONS)
                                                              -------------------------------
<S>                                                           <C>           <C>      <C>
January 1, 2000.............................................      595        (15)      580
  Additions.................................................        2          -         2
  Exchange rate changes.....................................        5          -         5
  Acquisitions and divestitures.............................       20          -        20
  Celanese's share of equity method investee earnings.......        6          -         6
                                                                  ---        ---       ---
December 31, 2000...........................................      628        (15)      613
                                                                  ===        ===       ===
</TABLE>

     In April 2000, Celanese purchased 14.2 percent of Sherbrooke Capital Health
and Wellness L.P. Celanese has equity participation rights, therefore this
investment is accounted for under the equity method of accounting.

     In July 2000, Celanese sold its investment in Vinnolit GmbH. The decision
to sell this investment was made in December 1999, and therefore this investment
was included as a component of net liabilities of discontinued operations at
December 31, 1999. (See Note 5)

     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 5)

     In connection with the acquisition of Axiva GmbH during the second quarter
of 2000, Celanese increased its investment in InfraServ GmbH & Co. Hoechst KG
from 27.2 percent to 31.2 percent. (See Note 5)

     In December 1999, Celanese sold its investments in Dyneon GmbH and Targor
GmbH. (See Note 5)

     In December 1999, Celanese sold a portion of its investment in InfraServ
GmbH & Co. Wiesbaden KG. As a result, Celanese's investment percentage decreased
from 29 percent to 18.9 percent. Therefore, Celanese changed its method of
accounting for this investment from the equity method to the cost method.

                                       F-21
<PAGE>   112
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9.  INVESTMENTS - (CONTINUED)

     During the fourth quarter of 1999, events occurring in the methanol
industry indicated that an other than temporary decrease in the value in
Celanese's investment in the Clear Lake Methanol Joint Venture ("CLMV") had
occurred, resulting in Celanese writing down its investment in CLMV by E15
million.

     In January 2001, Celanese sold its investment in Infraserv GmbH & Co.
Muenchsmuenster KG to Ruhr Oel GmbH. (See Note 27)

10.  PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                          BUILDING,
                                                          BUILDING
                                             LAND       IMPROVEMENTS
                                           AND LAND     AND LEASEHOLD     MACHINERY     CONSTRUCTION   CAPITALIZED
                                         IMPROVEMENTS   IMPROVEMENTS    AND EQUIPMENT   IN PROGRESS     INTEREST     TOTAL
                                         ------------   -------------   -------------   ------------   -----------   ------
                                                                          (IN E MILLIONS)
                                         ----------------------------------------------------------------------------------
<S>                                      <C>            <C>             <C>             <C>            <C>           <C>
ACQUISITION OR CONSTRUCTION COST
  January 1, 2000......................      171             610            4,995            243           144        6,163
    Additions..........................        -               4               20            198            13          235
    Disposals..........................      (10)            (29)            (208)            (3)            -         (250)
    Transfers..........................       15              12              263           (290)            -            -
    Acquisitions and divestitures of
      businesses.......................        3               7              211              1             -          222
    Exchange rate changes..............       12              32              270             20            11          345
                                             ---            ----           ------           ----          ----       ------
  December 31, 2000....................      191             636            5,551            169           168        6,715
                                             ---            ----           ------           ----          ----       ------
DEPRECIATION
  January 1, 2000......................      (74)           (366)          (3,703)             -           (88)      (4,231)
    Additions..........................       (5)            (20)            (271)             -            (9)        (305)
    Disposals..........................        8              19              188              -             -          215
    Exchange rate changes..............       (6)            (19)            (194)             -            (6)        (225)
                                             ---            ----           ------           ----          ----       ------
  December 31, 2000....................      (77)           (386)          (3,980)             -          (103)      (4,546)
                                             ---            ----           ------           ----          ----       ------
Book value at December 31, 2000........      114             250            1,571            169            65        2,169
                                             ===            ====           ======           ====          ====       ======
</TABLE>

     The total investment in property, plant and equipment was E235 million and
E262 million in 2000 and 1999, respectively. Depreciation totaled E302 million
and E275 million in 2000 and 1999, respectively. Write-downs due to asset
impairment amounting to E3 million and E92 million were recorded to special
charges in 2000 and 1999, respectively. The asset impairment write-downs are
included in additions to depreciation.

     Assets under capital leases amounted to E13 million and E15 million in 2000
and 1999, respectively.

     Interest costs capitalized were E13 million, E13 million and E8 million in
2000, 1999 and 1998, respectively.

                                       F-22
<PAGE>   113
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

11.  INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                              PATENTS, LICENSES,
                                                                TRADEMARKS AND
                                                                   SIMILAR
                                                                    RIGHTS         GOODWILL   TOTAL
                                                              ------------------   --------   -----
                                                                         (IN E MILLIONS)
                                                              -------------------------------------
<S>                                                           <C>                  <C>        <C>
ACQUISITION COST
January 1, 2000.............................................          18            1,827     1,845
  Additions.................................................           2               56        58
  Disposals.................................................          (1)               -        (1)
  Exchange rate changes.....................................           1              137       138
  Acquisitions and divestitures.............................          (1)               -        (1)
                                                                     ---            -----     -----
December 31, 2000...........................................          19            2,020     2,039
                                                                     ---            -----     -----
AMORTIZATION
January 1, 2000.............................................         (13)            (450)     (463)
                                                                     ---            -----     -----
  Additions.................................................          (2)             (84)      (86)
  Disposals.................................................           1                -         1
  Exchange rate changes.....................................          (1)             (33)      (34)
                                                                     ---            -----     -----
December 31, 2000...........................................         (15)            (567)     (582)
                                                                     ---            -----     -----
Book value on December 31, 2000.............................           4            1,453     1,457
                                                                     ===            =====     =====
</TABLE>

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

12.  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. German corporate tax law
applies a split rate computation with regard to the taxation of the income of a
corporation. Retained corporate income is initially subject to a German federal
corporation tax of 40 percent in 2000 plus a solidarity surcharge of 5.5 percent
on the German corporate tax payable. Including the impact of the surcharge, the
German corporate tax rate amounts to 42 percent in 2000 and 1999 and 47.5
percent in 1998.

     Upon distribution of a dividend to shareholders, the corporate income tax
rate on German earnings is adjusted to 30 percent plus the solidarity surcharge
of 5.5 percent in both years. Including the impact of the surcharge, the German
federal corporate distribution tax rate amounts to 32 percent. Upon distribution
of German sourced retained earnings in the form of a dividend, German resident
shareholders are entitled to a tax credit in the amount of German corporation
tax paid by the corporation.

     Deferred taxes for the German companies are being provided at a 40% rate,
which represents a combined German federal corporate tax rate plus the trade
income tax. The rate was adjusted in 2000 compared to 45%

                                       F-23
<PAGE>   114
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

12.  INCOME TAXES - (CONTINUED)
in previous years due to the German tax reform. Deferred taxes are being
provided on all other companies at the tax rate currently in effect in the local
tax jurisdictions.

<TABLE>
<CAPTION>
                                                              2000   1999   1998
                                                              ----   ----   ----
                                                               (IN E MILLIONS)
                                                              ------------------
<S>                                                           <C>    <C>    <C>
Earnings (loss) before income taxes, minority interests and
  extraordinary expense:
     Germany................................................   171   (216)  (65)
     U.S. ..................................................  (146)  (290)   22
     Other..................................................   114    (86)  136
                                                              ----   ----   ---
     Total..................................................   139   (592)   93
                                                              ====   ====   ===
Provision (benefit) for income taxes:
     Current:
       Germany..............................................    52      3     6
       U.S. ................................................  (170)   (17)  158
       Other................................................    50     36    44
                                                              ----   ----   ---
     Total current..........................................   (68)    22   208
     Deferred:
       Germany..............................................    13    (50)  (15)
       U.S. ................................................   133    (41)  (89)
       Other................................................     6    (14)    5
                                                              ----   ----   ---
     Total deferred.........................................   152   (105)  (99)
                                                              ----   ----   ---
     Income tax provision (benefit).........................    84    (83)  109
                                                              ====   ====   ===
Effective income tax rate reconciliation:
     A reconciliation of income tax (benefit) for the years
     ended December 31, 2000, 1999 and 1998 was determined
     using the applicable statutory rate of 45% follows:
     Income tax computed at statutory tax rates.............    63   (266)   42
Increase (decrease) in taxes resulting from:
       Change in valuation allowance........................   (65)    83    34
       Equity income........................................    (5)    (5)   (6)
       Non-deductible depreciation and amortization.........    24     15     5
       Investments..........................................    (5)     1     7
       Import/export activities.............................     1      5    12
       Additional U.S. tax provision........................     -     10    13
       U.S. foreign tax credit/Subpart F income.............    15     (6)    -
       U.S. tax rate differentials..........................    14     29    (2)
       Other foreign tax rate differentials.................   (14)    37    (3)
       Valuation adjustments in subsidiaries................    64      -     -
     Enacted changes in tax rates...........................    (4)     -     -
       Other................................................    (4)    14     7
                                                              ----   ----   ---
       Income tax provision (benefit).......................    84    (83)  109
                                                              ====   ====   ===
</TABLE>

     During 2000, the German government passed new tax legislation effective
2001 which, among other changes, will reduce the corporate rate from 40 percent
on retained earnings and 30 percent on distributed

                                       F-24
<PAGE>   115
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

12.  INCOME TAXES - (CONTINUED)

earnings to a uniform 25 percent. Since the date of enactment of the new
legislation was during the fourth quarter of 2000, Celanese adjusted deferred
tax balances resulting in a decrease to income tax of E4 million.

     The tax effects of the temporary differences which give rise to a
significant portion of deferred tax assets and liabilities as of December 31,
2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                              2000   1999
                                                              ----   ----
                                                                 (IN E
                                                               MILLIONS)
                                                              -----------
<S>                                                           <C>    <C>
Postretirement obligations..................................   231    216
Accrued expenses............................................   148    265
Net operating loss carryforwards............................   264    314
Investments.................................................     4      5
Other.......................................................    37     41
                                                              ----   ----
     Subtotal...............................................   684    841

Valuation allowance.........................................  (260)  (278)
                                                              ----   ----
     Deferred tax assets....................................   424    563
                                                              ----   ----
Depreciation................................................   234    238
Interest....................................................     8      8
Inventory...................................................    33     26
Other.......................................................     5     20
                                                              ----   ----
     Deferred tax liabilities...............................   280    292
                                                              ----   ----
          Net deferred tax assets...........................   144    271
                                                              ====   ====
</TABLE>

     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 German 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 deferred tax
assets existing at December 31, 2000 and 1999.

     At December 31, 2000, Celanese has net operating loss carryforwards of
approximately E478 million, primarily in Germany and Mexico with varying
expiration dates. In addition, Celanese has capital loss carryforwards of E224
million in the U.S., which will expire in 2004.

13.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

<TABLE>
<CAPTION>
                                                               2000     1999
                                                              ------   ------
                                                              (IN E MILLIONS)
                                                              ---------------
<S>                                                           <C>      <C>
Accounts payable trade......................................    606      451
Accrued salaries and benefits...............................    187      134
Accrued environmental.......................................     63       78
Accrued restructuring.......................................     79      188
Insurance loss reserves.....................................    198      263
Accrued legal...............................................     53      359
Accounts payables to affiliates.............................     57       15
Other.......................................................    276      291
                                                              -----    -----
          Total accounts payable and accrued liabilities....  1,519    1,779
                                                              =====    =====
</TABLE>

                                       F-25
<PAGE>   116
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

13.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - (CONTINUED)
     Based on the review and evaluation of insurance loss reserves, E332 million
of insurance loss reserves in 1999 were reclassified from accounts payable and
accrued liabilities to other liabilities. (See Note 15)

14.  DEBT

SHORT-TERM BORROWINGS AND CURRENT INSTALLMENTS OF LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                WEIGHTED
                                                                                AVERAGE
                                                                   AT           INTEREST
                                                              DECEMBER 31,       RATES
                                                              ------------    ------------
                                                              2000    1999    2000    1999
                                                              ----    ----    ----    ----
                                                                 (IN E
                                                               MILLIONS)
                                                              ------------    ------------
<S>                                                           <C>     <C>     <C>     <C>
Current installments of long-term debt......................   23       2     1.0%    5.3%
Commercial paper............................................   20       -     6.4%      -
Bank loans..................................................   88     125     7.3%    7.7%
Notes with affiliates.......................................  283     302     4.8%    3.3%
                                                              ---     ---     ---     ---
          Total short-term borrowings and current
            installments of long-term debt..................  414     429
                                                              ===     ===
</TABLE>

     Celanese has a U.S. $700 million (E752 million) commercial paper program at
December 31, 2000. Celanese maintains committed revolving credit lines and term
loans with several banks aggregating E2,130 million at December 31, 2000; the
aggregate unused part thereof amounts to E1,634 million, of which U.S. $700
million (E752 million) were used as credit backup for Celanese's commercial
paper program.

     Celanese had outstanding letters of credit amounting to E171 million at
December 31, 2000 and E109 million at December 31, 1999. The bank loans are
principally denominated in U.S. dollars, euro, South African rand and British
pound sterling. The weighted average interest rate in 2000 for current
installments of long-term debt excludes the impact of a supplemental redemption
amount to be paid at the maturity of the note. An interest rate swap is
designated to this note and results in a fixed interest rate of 6.7 percent.
This note is included in the Other line of long-term debt. (See Note 22)

                                       F-26
<PAGE>   117
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

14.  DEBT - (CONTINUED)

LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                     AT
                                                                DECEMBER 31,
                                                              ----------------
                                                               2000      1999
                                                              ------    ------
                                                              (IN E MILLIONS)
                                                              ----------------
<S>                                                           <C>       <C>
Term notes:
     6.125% notes, due 2004.................................     27        25
     7.125% medium-term notes, due 2009.....................     15        14
Variable rate loans with interest rates as of December 31,
  2000, adjusted periodically:
     Due in 2003, interest rate of 7.01%....................     54         -
     Due in 2003, interest rate of 6.79%....................    107        50
     Due in 2003, interest rate of 6.81%....................    188       174
     Due in 2005, interest rate of 7.02%....................     54         -
     Due in 2005, interest rate of 7.06%....................     54         -
Pollution control and industrial revenue bonds, interest
  rates ranging from 5.2% to 9.0%, due at various dates
  through 2026..............................................    235       218
Obligations under capital leases, due at various dates
  through 2012..............................................     19        20
Other.......................................................     21        20
                                                                ---       ---
  Subtotal..................................................    774       521
Less: Current installments of long-term debt................     23         2
                                                                ---       ---
          Total long-term debt..............................    751       519
                                                                ===       ===
</TABLE>

     Substantially all the above long-term borrowings are denominated in U.S.
dollars. Certain loan agreements, which are legally held by Celanese
subsidiaries, include tangible net worth and other covenants that limit their
ability to enter into certain transactions. As of December 31, 2000, 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 E15 million,
net of E10 million in taxes, which are included as an extraordinary item in 1999
in the accompanying consolidated statement of operations.

     The maturities in 2001 and thereafter are as follows:

<TABLE>
<CAPTION>
                                                                   TOTAL
                                                              ---------------
                                                              (IN E MILLIONS)
                                                              ---------------
<S>                                                           <C>
2001........................................................         414
2002........................................................           8
2003........................................................         354
2004........................................................          44
2005........................................................         109
Thereafter..................................................         236
                                                                   -----
          Total.............................................       1,165
                                                                   =====
</TABLE>

                                       F-27
<PAGE>   118
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

15.  OTHER LIABILITIES

<TABLE>
<CAPTION>
                                                               2000     1999
                                                              ------   ------
                                                              (IN E MILLIONS)
                                                              ---------------
<S>                                                           <C>      <C>
Pension and postretirement medical and life obligations (See
  Note 18)..................................................    828      752
Environmental liabilities (See Note 24).....................    356      317
Insurance liabilities.......................................    299      332
Other.......................................................    274      190
                                                              -----    -----
          Total other liabilities...........................  1,757    1,591
                                                              =====    =====
</TABLE>

     Based on the review and evaluation of insurance loss reserves, E332 million
of insurance loss reserves in 1999 were reclassified from accounts payable and
accrued liabilities to other liabilities. (See Note 13)

16.  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:

<TABLE>
<CAPTION>
                                                              2000    1999    1998
                                                              -----   -----   -----
                                                                 (IN E MILLIONS)
                                                              ---------------------
<S>                                                           <C>     <C>     <C>
Cost of raw materials, supplies and merchandise.............  3,031   2,682   2,692
Cost of services purchased (primarily energy)...............    496     348     344
                                                              -----   -----   -----
          Total cost of raw materials and supplies..........  3,527   3,030   3,036
                                                              =====   =====   =====
</TABLE>

17.  PERSONNEL EXPENSES

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

<TABLE>
<CAPTION>
                                                              2000    1999    1998
                                                              -----   -----   -----
                                                                 (IN E MILLIONS)
                                                              ---------------------
<S>                                                           <C>     <C>     <C>
Wages and salaries..........................................    777     814     775
Compulsory social security contributions....................     85      87      89
Other.......................................................    125     102      86
                                                              -----   -----   -----
  Personnel expenses excluding pensions and similar
     benefits...............................................    987   1,003     950
Pensions and similar benefits...............................    127     122     132
                                                              -----   -----   -----
          Total cost of personnel expenses..................  1,114   1,125   1,082
                                                              =====   =====   =====
</TABLE>

18.  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 are sometimes established for 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-28
<PAGE>   119
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

18.  BENEFIT OBLIGATIONS - (CONTINUED)

     Celanese sponsors various defined contribution plans in Europe and North
America covering certain employees. Employees may contribute to these plans and
the Company 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 E17 million in 2000 and E21
million in 1999.

     OTHER POSTRETIREMENT BENEFIT PLANS - Certain retired employees receive
postretirement health care benefits under (a) plan(s) established by Celanese.
Nearly all Celanese employees in the U.S. are eligible to receive such benefits
after reaching at least age 55 at termination, and retirement 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. Effective
January 1, 2001, postretirement coverage is eliminated for employees under age
50 and new hires or rehires who did not have plan eligibility prior to
termination.

<TABLE>
<CAPTION>
                                                              PENSION BENEFITS    OTHER BENEFITS
                                                              -----------------   ---------------
                                                               2000      1999      2000     1999
                                                              -------   -------   ------   ------
                                                                        (IN E MILLIONS)
                                                              -----------------------------------
<S>                                                           <C>       <C>       <C>      <C>
CHANGE IN BENEFIT OBLIGATIONS
  Benefit obligations at beginning of year..................   2,155     2,082      416      352
  Service cost..............................................      34        36        4        4
  Interest cost.............................................     175       142       31       26
  Participant contributions.................................       1         1        6        5
  Plan amendments...........................................      14         -      (10)       -
  Actuarial (gains) losses..................................     (27)        3      (40)      14
  Acquisitions..............................................      14         -        1        -
  Special termination benefits..............................      (7)        -        -        -
  Divestitures..............................................     (13)     (313)       -      (10)
  Settlements...............................................     (45)       (7)       -       (4)
  Curtailments..............................................     (11)        4        -        -
  Benefits paid.............................................    (149)     (117)     (42)     (34)
  Foreign currency exchange rate changes....................     166       324       33       63
                                                               -----     -----     ----     ----
  Benefit obligations at end of year........................   2,307     2,155      399      416
                                                               =====     =====     ====     ====
</TABLE>

                                       F-29
<PAGE>   120
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

18.  BENEFIT OBLIGATIONS - (CONTINUED)

<TABLE>
<CAPTION>
                                                              PENSION BENEFITS    OTHER BENEFITS
                                                              -----------------   ---------------
                                                               2000      1999      2000     1999
                                                              -------   -------   ------   ------
                                                                        (IN E MILLIONS)
                                                              -----------------------------------
<S>                                                           <C>       <C>       <C>      <C>
CHANGE IN PLAN ASSETS
  Fair value of plan assets at beginning of year............   1,765     1,578        -        -
  Actual return on plan assets..............................     324       285        -        -
  Company contributions.....................................      38        19       35       39
  Participant contributions.................................       1         1        6        5
  Divestitures..............................................     (74)     (253)       -      (10)
  Settlements...............................................     (48)       (7)       -        -
  Benefits paid.............................................    (148)     (117)     (41)     (34)
  Foreign currency exchange rate changes....................     136       259        -        -
                                                               -----     -----     ----     ----
     Fair value of plan assets at end of year...............   1,994     1,765        -        -
                                                               =====     =====     ====     ====
  Funded status.............................................    (313)     (390)    (399)    (416)

  Unrecognized prior service cost...........................      58        16      (10)       -
  Unrecognized actuarial (gain) loss........................    (129)       69       33       67
  Unrecognized net transition (asset) obligation............      (8)       32        -        -
  Fourth quarter contribution...............................      67         3       13        8
                                                               -----     -----     ----     ----
     Net amount recognized..................................    (325)     (270)    (363)    (341)
                                                               =====     =====     ====     ====
AMOUNTS RECOGNIZED IN THE ACCOMPANYING CONSOLIDATED
  BALANCE SHEETS
  Accrued benefit cost......................................    (352)     (305)    (363)    (341)
  Intangible asset(1).......................................      16        35        -        -
  Accumulated other comprehensive income....................      11         -        -        -
                                                               -----     -----     ----     ----
     Net amount recognized..................................    (325)     (270)    (363)    (341)
                                                               =====     =====     ====     ====
WEIGHTED-AVERAGE ASSUMPTIONS AS OF SEPTEMBER 30,
Discount rate...............................................    7.40%     7.50%    7.70%    7.50%
Expected long-term rate of return on plan assets............    9.10%     9.25%       -        -
Rate of increase in future compensation levels..............    3.30%     3.40%       -        -
</TABLE>

---------------
(1) Amount is classified as other assets on the consolidated balance sheets.

                                       F-30
<PAGE>   121
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

18.  BENEFIT OBLIGATIONS - (CONTINUED)

     For measurement purposes, a 6.2 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed in 2000. The rate was
assumed to decrease gradually to 5.5 percent in 2001 and remain at that level
thereafter.

<TABLE>
<CAPTION>
                                                                 PENSION               OTHER
                                                                 BENEFITS             BENEFITS
                                                            ------------------   ------------------
                                                            2000   1999   1998   2000   1999   1998
                                                            ----   ----   ----   ----   ----   ----
                                                                        (IN E MILLIONS)
                                                            ---------------------------------------
<S>                                                         <C>    <C>    <C>    <C>    <C>    <C>
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost..............................................    33     36     49     4      4      4
Interest cost.............................................   175    142    146    31     26     25
Expected return on plan assets............................  (160)  (129)  (117)    -      -      -
Amortization of prior service cost........................     8      9     11     -      -      -
Recognized actuarial loss.................................     1     10      3     -      1      -
Amortization of the unamortized obligation................    (2)    (2)    (2)    -      -      -
Curtailment loss (gain)...................................     6      5     15     -     (3)     -
Settlement loss...........................................     2      -     24     -      -      -
                                                            ----   ----   ----    --     --     --
     Net periodic benefit cost............................    63     71    129    35     28     29
                                                            ====   ====   ====    ==     ==     ==
</TABLE>

     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 E2,158 million, E2,080 million, and E1,822 million
as of December 31, 2000, respectively, and E1,983 million, E1,901 million, and
E1,585 million as of December 31, 1999, respectively.

     Included in the pension obligations above are liabilities relating to
supplemental retirement plans for certain employees amounting to E188 million
and E164 million as of December 31, 2000 and 1999, respectively. Pension expense
relating to these plans totaled E18 million, E22 million and E30 million for
2000, 1999 and 1998, respectively. To fund these obligations, Celanese has
established non-qualified trusts, included within other non-current assets,
which have market values of E133 million and E122 million at December 31, 2000
and 1999, respectively, and recognized interest income of E8 million, E6 million
and E2 million for 2000, 1999 and 1998, 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:

<TABLE>
<CAPTION>
                                                                ONE        ONE
                                                              PERCENT    PERCENT
                                                              INCREASE   DECREASE
                                                              --------   --------
                                                                (IN E MILLIONS)
                                                              -------------------
<S>                                                           <C>        <C>
Effect on total of service and interest cost components.....      2         (1)
Effect on postretirement obligation.........................     19        (17)
</TABLE>

                                       F-31
<PAGE>   122
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

18.  BENEFIT OBLIGATIONS - (CONTINUED)

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

<TABLE>
<CAPTION>
                                                              2000    1999
                                                              ----    ----
                                                                 (IN E
                                                               MILLIONS)
                                                              ------------
<S>                                                           <C>     <C>
OTHER OBLIGATIONS
Long-term disability........................................   81      77
Other.......................................................   32      29
                                                              ---     ---
                                                              113     106
                                                              ===     ===
</TABLE>

19.  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.

     At the Annual General Meeting of Celanese AG held on May 9, 2000,
shareholders present authorized the Board of Management to acquire by November
9, 2001, company shares representing up to a maximum of 10% of its 55,915,369
shares outstanding. During 2000, Celanese repurchased 5,591,500 shares at a
total cost of E123 million, of which E4 million was incurred during 1999.

20.  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 Rhone-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 E37.73 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 E37.73 per Hoechst share has been converted to E45.43 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, 2000. 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. Celanese recognized expense of about E1 million for
both 2000 and 1999 for the 1997 Hoechst SAR Plan. 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
                                       F-32
<PAGE>   123
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

20.  STOCK-BASED COMPENSATION - (CONTINUED)

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 E34.88 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 E34.88
per Hoechst share to E42.01 per Aventis share. The creation of Aventis triggered
a change of control provision contained in the 1998 Hoechst Option Plan and
accordingly, these rights will be considered fully vested at September 30, 2001.
Additionally, all performance hurdles for the exercise of the options were
eliminated. As of December 31, 2000, 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,
36,750 of which remain outstanding as of December 31, 2000. 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 E16.37 per share.

     Celanese employees who chose to receive a cash distribution were paid
E15.30 per Hoechst option. In total, Celanese recognized expense of about E1
million in both 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 must purchase a defined value of Celanese
stock over a one or two year period. The Rights granted under the1999 Celanese
EPP are 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 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 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, of which 2.3 million remain outstanding at December
31, 2000. 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 E16.37
per share. Celanese recognized expense of about E1 million for the 1999 Celanese
EPP during both 2000 and 1999.

     The 1999 Celanese LTIP covers the Board of Management and senior executives
of Celanese. Rights granted under the 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 2.2 million remain
outstanding at December 31, 2000. Rights remaining unexercised as of October 26,

                                       F-33
<PAGE>   124
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

20.  STOCK-BASED COMPENSATION - (CONTINUED)

2009 will be deemed to have been forfeited as of that date. The grant price of
these Rights was E16.37 per share. In both 2000 and 1999, Celanese recognized
expense of about E1 million for the 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 median of the performances 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. 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 E19.56 per share.

     Celanese adopted a Stock Participation Plan (the "2000 Celanese SPP") on
January 15, 2001. Under this plan, every eligible employee who purchases a
prescribed amount of Celanese stock during the plan designated period in the
first quarter of 2001 will receive a 35 percent reimbursement from Celanese.
This reimbursement will be recorded as compensation expense in 2001.
Approximately 11,000 employees are eligible for this plan.

     During 2000, 2,486 shares of treasury stock were issued to members of the
Supervisory Board as part of their annual compensation.

21.  LEASES

     Total minimum rent charged to operations under all operating leases was E62
million, E67 million and E58 million in 2000, 1999 and 1998, respectively.
Future minimum lease payments under rental and lease agreements which have
initial or remaining terms in excess of one year at December 31, 2000 are as
follows:

<TABLE>
<CAPTION>
                                                              CAPITAL   OPERATING
                                                              -------   ---------
                                                                (IN E MILLIONS)
                                                              -------------------
<S>                                                           <C>       <C>
2001........................................................     4          50
2002........................................................     4          45
2003........................................................     3          42
2004........................................................     3          37
2005........................................................     3          37
Later years.................................................    11         216
Sublease income.............................................     -         (13)
                                                                --         ---
     Minimum lease commitments..............................    28         414
                                                                ==         ===
Less amounts representing interest..........................     7
                                                                --
     Present value of net minimum lease obligations.........    21
                                                                ==
</TABLE>

     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.

                                       F-34
<PAGE>   125
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

22.  FINANCIAL INSTRUMENTS

     In the normal course of business, Celanese uses various financial
instruments, including derivative financial instruments, to cover interest rate
or currency 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 portfolio. Celanese's
derivative policy provides the ability to lock in borrowing rates and promotes
the achievement of a desired level of fixed/floating rate mix. Celanese had open
interest rate swaps with a notional amount of E344 million and E319 million at
December 31, 2000 and 1999, respectively. Celanese's 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 E1 million in 2000 and E8 million in 1999.

     For periods prior to the Effective Date, Hoechst managed its interest rate
risk exposure on a worldwide basis, of which Celanese was a component, for the
periods presented in the accompanying consolidated financial statements.
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 marked to market
adjustment of E1 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 E1 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

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

     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 designated mainly for booked exposure. In
some cases, anticipated exposure is hedged as well. Contracts with notional
amounts totaling approximately E865 million and E688 million at December 31,
2000 and 1999, respectively, are predominantly in U.S. dollars, British pound
sterling, Japanese yen, Australian dollar and Canadian dollar.

                                       F-35
<PAGE>   126
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

22.  FINANCIAL INSTRUMENTS - (CONTINUED)

Fair Value of Financial Instruments

     Summarized below are the carrying values and estimated fair values of
Celanese's financial instruments as of December 31, 2000 and 1999. 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.

<TABLE>
<CAPTION>
                                                                    2000               1999
                                                              ----------------   ----------------
                                                              CARRYING   FAIR    CARRYING   FAIR
                                                               AMOUNT    VALUE    AMOUNT    VALUE
                                                              --------   -----   --------   -----
                                                                        (IN E MILLIONS)
                                                              -----------------------------------
<S>                                                           <C>        <C>     <C>        <C>
Other assets - investments..................................    306       306      268       268
Long-term debt..............................................    751       761      519       503
Debt-related derivative instruments.........................      -        11        -        17
Foreign exchange-related derivative instruments.............      -        45        -        (8)
</TABLE>

     At December 31, 2000 and 1999, 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 23)

     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,
2000, as well as quotations from investment bankers and on current rates of debt
for similar type instruments.

Other Financial Instruments

     As of December 31,1999, Celanese had purchased 1.2 million call options to
offset its exposure of the LTIP and EPP. These options had a maturity of six
months, a strike price of E16.3705 per share and an average premium of E3.16 per
share so that the total premium paid through December 31, 1999 amounted to E3.8
million. The market value of these options at December 31, 1999 was E3.8
million. As the options allowed settlement in either cash or stock, at the
choice of Celanese, E3.8 million was recorded as a debit 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
credited and treasury stock was debited for E3.8 million.

23.  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 24)

                                       F-36
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                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

23.  COMMITMENTS AND CONTINGENCIES - (CONTINUED)

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. A conditionally certified class action (of recreational vehicle owners)
is pending in the Chancery Court of Tennessee, Weakley County. 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), and the plaintiffs' appeal to the Third Circuit Court of
Appeals was denied in July 2000. 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) is
pending in the Superior Court of New Jersey, Camden.

     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 (E944 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 (E169 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.

     CNA Holdings has accrued its best estimate of its share of the plumbing
actions. At December 31, 2000, Celanese had accrued an aggregate of E116 million
for this matter, of which E15 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 will not 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

                                       F-37
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                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

23.  COMMITMENTS AND CONTINGENCIES - (CONTINUED)

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, 2000, Celanese had recorded
E159 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.

Fugitive Emissions Standards

     In 1990, the U.S. Environmental Protection Agency ("EPA") issued a notice
of violation alleging that CNA Holdings' Rock Hill, South Carolina plant, was
subject to fugitive emissions standard for benzene under the Clean Air Act based
upon the volume of benzene used at the facility. CNA Holdings contested the
notice of violation because it believed it had correctly determined in 1984 that
the calculation of benzene usage for determining applicability of the standard
did not include amounts recirculated within the process after initial use. By
1991, CNA Holdings met the fugitive emissions standard as interpreted by the EPA
for its three U.S. facilities that used benzene.

     In 1992, 1993 and 1995, the U.S. Department of Justice, on behalf of the
EPA, filed enforcement actions against CNA Holdings regarding the three plants
in federal district courts in South Carolina, Virginia and Texas seeking
penalties. In May 2000, the parties agreed to a settlement pursuant to which
each case would be dismissed with prejudice in exchange for civil payments of
approximately U.S.$1 million (E1 million) in the aggregate.

Antitrust

     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 E31 million (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. Five actions filed in the
Superior Court of the State of California, relating to indirect purchasers of
sorbates in California, were consolidated into a single action in May 1999. In
June 2000, the parties entered into a settlement agreement subject to court
approval, pursuant to which Hoechst and Nutrinova paid U.S. $1.8 million (E1.9
million). The parties to a matter that had been filed in the 20th Judicial
District, Tennessee entered into a settlement agreement in November 2000,
encompassing claims for persons in Tennessee. The settlement agreement is
subject to final court approval. Pursuant to this agreement, the combined
payment for Hoechst and Nutrinova entities is U.S.$259,000 (E271,000). 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, which has been approved by the court, Hoechst
and the named Celanese subsidiaries
                                       F-38
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                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

23.  COMMITMENTS AND CONTINGENCIES - (CONTINUED)

will make an approximate E20 million (U.S.$21 million) payment. 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 E68 million at
December 31, 2000 for the estimated loss relative to this matter including
potential risks in other jurisdictions. Celanese recorded this amount prior to
2000. 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, 2000 is between E0 and E80 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 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 1998, Celanese received a substantial settlement in connection with a
patent infringement lawsuit. This is included as a component of selling, general
and administrative expenses.

     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, 2000, Celanese does not expect to incur any losses
under these contractual arrangements. Additionally, at December 31, 2000, there
were outstanding commitments relating to capital projects of approximately E51
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
at December 31, 2000. The supply agreement, as well as the contracts with the
shareholders of the supplier, contain provisions providing for liquidated
damages and remedies in the event the supplier is unable to perform its
obligations. Celanese has given notice to the supplier and its shareholders
setting forth Celanese's claims. Although the supplier and its shareholders have
rejected these claims the parties are in negotiations to come to a solution of
this issue. (See Note 27)

24.  ENVIRONMENTAL

     General - Celanese is subject to environmental laws and regulations
worldwide which impose limitations on the 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.

     Hoechst Liabilities - In connection with the demerger, Celanese agreed to
indemnify Hoechst for the first E250 million of future liabilities for
environmental damages arising from certain previously divested Hoechst

                                       F-39
<PAGE>   130
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

24.  ENVIRONMENTAL - (CONTINUED)

entities of which Celanese has reserved approximately E180 million that is
included as a component of the total environmental reserves discussed below. If
such future liabilities exceed E250 million, Hoechst will bear such excess up to
an additional E500 million. Thereafter, Celanese will bear one-third and Hoechst
will bear two-thirds of any further 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.

     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, 2000 and 1999, Celanese had provisions totaling E13 million and E16
million, respectively, for U.S. Superfund sites and utilized E3 million and E1
million of these reserves in 2000 and 1999, respectively. There were no
additional provisions recorded during 2000, 1999 or 1998.

     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.

     German InfraServs - Celanese has manufacturing operations at five locations
in Germany: Oberhausen, Hoechst, Wiesbaden, Kelsterbach 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 E260 million as of December 31, 2000, of which E143 million has
been indemnified by Hoechst. Of the E260 million total provision, E57 million
has
                                       F-40
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                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

24.  ENVIRONMENTAL - (CONTINUED)

been included in the consolidated reserves for environmental liabilities of
Celanese. The provision of E57 million was recorded for measures ordered by
German authorities, mainly for landfill and land reclamation activities of
InfraServ GmbH & Co. Deponie Knapsack KG. Those measures were verified by
third-party appraisals determining the amount of provision. Based on the facts
and circumstances at December 31, 2000, no additional charges are expected. 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.

     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, 2000:

<TABLE>
<CAPTION>
                          COMPANY                             OWNERSHIP %   LIABILITY %
                          -------                             -----------   -----------
<S>                                                           <C>           <C>
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%         47.0%
InfraServ GmbH & Co. Deponie Knapsack KG....................     100.0%        100.0%
InfraServ GmbH & Co. Kelsterbach KG.........................     100.0%        100.0%
InfraServ GmbH & Co. Hoechst KG.............................      31.2%         40.0%
InfraServ GmbH & Co. Muenchsmuenster KG.....................      49.0%         49.0%
InfraServ GmbH & Co. Wiesbaden KG...........................      18.9%          2.0%
InfraServ Verwaltungs GmbH..................................     100.0%            -
</TABLE>

     Celanese also has obligations related to previously divested entities,
including the Hoechst related liabilities discussed above, and has provided for
such obligations, when the event of loss is probable and reasonably estimable.
(See Note 4)

     In 2000, 1999 and 1998, the total environmental costs charged to operations
for remediation efforts amounted to E23 million, E77 million and E94 million,
respectively. The E94 million recorded in 1998 is net of E56 million, as a
result of discounting future outlays for certain fixed period remediation
projects using a 6 percent discount rate. Celanese recognized E3 million of
accretion in both 2000 and 1999 related to the discounted liability. Celanese
has no other discounted environmental reserves. 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 E17 million and E18 million in 2000 and
1999, respectively. There are no receivables for recoveries at December 31, 2000
and 1999.

25.  SPECIAL CHARGES

     Special charges include provisions for restructuring which 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

                                       F-41
<PAGE>   132
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

25.  SPECIAL CHARGES - (CONTINUED)

as the public announcement of the restructuring plan. The components of the 2000
and 1999 restructuring charges were as follows:

<TABLE>
<CAPTION>
                                                               EMPLOYEE
                                                              TERMINATION   PLANT/OFFICE
                                                               BENEFITS       CLOSURES     TOTAL
                                                              -----------   ------------   -----
                                                                       (IN E MILLIONS)
                                                              ----------------------------------
<S>                                                           <C>           <C>            <C>
Restructuring reserve at December 31, 1998..................       26            30          56
     Restructuring expense..................................      116           102         218
     Other additions........................................        2             -           2
     Cash and noncash uses..................................      (44)          (49)        (93)
     Currency translation adjustments.......................        8             4          12
                                                                  ---           ---        ----
Restructuring reserve at December 31, 1999..................      108            87         195
     Restructuring expense..................................       46            51          97
     Cash and noncash uses..................................      (97)          (48)       (145)
     Other changes..........................................      (24)          (35)        (59)
     Currency translation adjustments.......................        4             7          11
                                                                  ---           ---        ----
Restructuring reserve at December 31, 2000..................       37            62          99
                                                                  ===           ===        ====
</TABLE>

     Included in the above restructuring reserves of E99 million and E195
million at December 31, 2000 and 1999, respectively, are E20 million and E7
million, respectively, of long-term reserves included in other liabilities.

     In 2000, Celanese recorded special charges totaling E29 million, which
consisted of E97 million of restructuring charges, E59 million of income for
adjustments to restructuring reserves recorded in 1999, E9 million of costs for
the relocation of production assets associated with restructuring initiatives,
and E18 million of income from the receipt of higher than expected insurance
reimbursements linked to the plumbing cases. (See Note 23)

     The E97 million of restructuring charges included employee severance costs
of E46 million and plant and office closure costs of E51 million. Employee
severance costs of E33 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. Employee severance costs of E11 million were associated
with the planned reduction of approximately 115 positions in the Acetate
Products business. Additionally, employee severance costs of E2 million were
associated with the reduction of approximately 15 administrative positions. The
plant and office closure charges of E51 million consisted mainly of contractual
obligations and asset impairments for the closure of an Acetyl Products plant in
Europe (E47 million) and the shutdown of a Canadian acetate filament facility
(E2 million).

     The 2000 restructuring initiatives identified approximately 300 positions
to be eliminated, of which approximately 100 had been eliminated as of December
31, 2000.

     The E59 million of income for adjustments to the 1999 restructuring
reserves consisted of employee termination benefits (E24 million) and plant and
office closures (E35 million). Employee termination benefits were adjusted by
E11 million due largely to unplanned voluntary resignations and by E10 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 E3 million
in restructuring reserves. This facility is expected to be closed by early 2003.
The adjustments associated with plant and office closures resulted mainly from
the earlier than expected disposals of lease obligations of former
administrative
                                       F-42
<PAGE>   133
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

25.  SPECIAL CHARGES - (CONTINUED)

facilities in the U.S. and Canada (E28 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 (E4
million). The closure costs of a Canadian acetate filament facility were lower
than estimated (E3 million).

     Special charges of E9 million consisted of non-restructuring charges
related to the move of the oriented polypropylene ("OPP") film production assets
from Swindon, UK to Mantes, France (E6 million) and the cost of transferring
acetate filament equipment within North America resulting from restructuring
initiatives (E3 million).

     In 1999, Celanese recorded special charges totaling E559 million, of which
E218 million was recorded as an addition to the restructuring reserve. The
increase to the restructuring reserve pertained primarily to employee
termination severance costs of E116 million. The E116 million was comprised
mainly of E15 million for the restructuring of Mexican production facilities,
E23 million related to the Ticona business, E13 million was due to the
restructuring of Canadian production facilities, E22 million pertained to the
Acetate business in both the U.S. and Europe, E15 million for both U.S. and
European chemical businesses, E10 million for the shutdown of an OPP production
line at a European chemical plant, and E5 million resulted from Hoechst's
reorientation of basic research. In addition, E12 million was recorded due to
the closure of administrative facilities in Canada and Mexico.

     In 1999, Celanese also recognized E102 million of restructuring costs for
plant and office closures, of which E29 million related to 3 facilities in
Mexico, E30 million pertained to closure costs associated with administrative
facilities in the U.S. and Canada, E15 million for contractual losses and other
closure costs associated with the shutdown of an acetaldehyde unit in Europe,
and E12 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, E16 million was recorded for fixed asset impairments and closure costs
associated with the shutdown of an acetate facility in Canada.

     Special charges of E341 million in 1999 pertained primarily to the
recognition of a E128 million charge as a result of the plumbing cases (See Note
23), E75 million related to the antitrust actions related to the sorbates
industry (See Note 23), E56 million for fixed asset impairments which related
primarily to the Acetate and Chemical Intermediates businesses, E28 million for
costs associated with the demerger, E52 million for costs associated with
previously divested Hoechst entities of which E40 million related to
environmental.

     In 1999, new restructuring initiatives identified approximately 2,000
positions to be eliminated, of which 1,900 positions had been eliminated as of
December 31, 2000.

     At December 31, 1999, the remaining employee termination benefits reserve
of E108 million pertained primarily to employee severance payments related to
E13 million for the restructuring of Mexican production facilities, E21 million
related to the Ticona business, E12 million due to the restructuring of Canadian
production facilities, E18 million due to the Acetate business in both the U.S.
and Europe, E16 million for both U.S. and European chemical businesses, E9
million for the shutdown of an OPP production line in Europe, and E3 million
from Hoechst's reorientation of basic research. In addition, E16 million was due
to the closure of administrative facilities in the U.S., Canada, and Mexico.

     The remaining plant/office closures reserve of E87 million at December 31,
1999 pertained primarily to a reserve of E9 million related to 3 facilities in
Mexico, E48 million related to the closure of administrative facilities in the
U.S. and Canada, E12 million for the shutdown of an acetaldehyde unit in Europe,
E2 million for the shutdown of an OPP production line at a European plant and E8
million for the shutdown of an acetate facility in Canada. In addition, E8
million related to estimated contractual losses on a long-term service agreement
associated with the 1998 shutdown of an acetic acid unit in Europe.

                                       F-43
<PAGE>   134
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

26.  BUSINESS AND GEOGRAPHICAL SEGMENTS

     Effective January 1, 1998, Celanese adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. Information with respect to
Celanese's industry segments follows:

Business Segments

     ACETYL PRODUCTS primarily 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 PRODUCTS includes Trespaphan, the OPP films business, and
Nutrinova, the high intensity sweetener, 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 1. Celanese evaluates performance based on earnings
before interest, taxes, depreciation and amortization ("EBITDA"), excluding
special charges. EBITDA 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.

                                       F-44
<PAGE>   135
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

26.  BUSINESS AND GEOGRAPHICAL SEGMENTS - (CONTINUED)

     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.

<TABLE>
<CAPTION>
                             ACETYL      CHEMICAL      ACETATE             PERFORMANCE    TOTAL
                            PRODUCTS   INTERMEDIATES   PRODUCTS   TICONA    PRODUCTS     SEGMENTS   RECONCILIATION   CONSOLIDATED
                            --------   -------------   --------   ------   -----------   --------   --------------   ------------
                                                                       (IN E MILLIONS)
                            -----------------------------------------------------------------------------------------------------
<S>                         <C>        <C>             <C>        <C>      <C>           <C>        <C>              <C>
  2000:
Sales to external
  customers...............   2,023         1,012         756        923        409        5,123            84           5,207
Inter-segment revenues....      83            73           -          -          -          156          (156)              -
Operating profit (loss)...     (10)          (24)          9         96         33          104           (21)             83
EBITDA excluding special
  charges.................     200            50          92        140         74          556           (56)            500
Depreciation..............     111            54          65         51         28          309            (7)            302
Amortization..............      31            16          10         22          7           86             -              86
Capital expenditures......      80            40          30         58         18          226             9             235
Special charges...........      68             4           8        (29)         6           57           (28)             29
Total assets..............   2,251         1,119         830      1,592        425        6,217         1,425           7,642
  1999:
Sales to external
  customers...............   1,487           847         739        788        397        4,258            60           4,318
Inter-segment revenues....      74            37           -          -          -          111          (111)              -
Operating profit (loss)...     (65)          (47)        (46)       (96)       (93)        (347)         (174)           (521)
EBITDA excluding special
  charges.................      89            84          95        123         42          433           (56)            377
Depreciation..............      81            61          54         49         27          272             3             275
Amortization..............      20            13           6         16          9           64             -              64
Capital expenditures......     127            46          30         40         12          255             7             262
Special charges...........      53            57          81        154         99          444           115             559
Total assets..............   1,805         1,221         916      1,493        518        5,953         1,574           7,527
  1998:
Sales to external
  customers...............   1,438           850         839        750        407        4,284            60           4,344
Inter-segment revenues....      80            70           -          -          -          150          (150)              -
Operating profit (loss)...     152            54          94         53        (12)         341          (173)            168
EBITDA excluding special
  charges.................     246           111         154        115         52          678           (98)            580
Depreciation..............      81            52          52         48         27          260            20             280
Amortization..............       4             4           2         14          7           31             1              32
Capital expenditures......      70            97          69         66         35          337             8             345
Special charges...........       9             1           6          -         30           46            54             100
Total assets..............   1,541         1,070         808      1,352        406        5,177         2,181           7,358
</TABLE>

     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 2000 and 1999 related to restructuring costs, fixed asset
write-offs, shutdown of a facility, and the impairment of goodwill. (See Note
25)

     Other operating entities consist of companies which provide infrastructure
and procurement services. Effective July 1, 2000, advanced fiber materials
("AFM"), comprised of the performance polymer ("PBI") product line, was
transferred from Acetate products to Other Activities to reflect the strategic
alignment of PBI with the fuel cell project of Celanese Ventures GmbH. AFM had
sales to external customers of E24 million and E17 million in 2000 and 1999,
respectively, of which E11 million is included in Other Activities for 2000.

                                       F-45
<PAGE>   136
                          CELANESE AG AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

26.  BUSINESS AND GEOGRAPHICAL SEGMENTS - (CONTINUED)

     The following table presents financial information based on the geographic
location of the manufacturing facilities of Celanese:

<TABLE>
<CAPTION>
                                       NORTH    THEREOF   THEREOF   THEREOF            THEREOF          REST OF
                                      AMERICA     USA     CANADA    MEXICO    EUROPE   GERMANY   ASIA    WORLD    CONSOLIDATED
                                      -------   -------   -------   -------   ------   -------   ----   -------   ------------
                                                                          (IN E MILLIONS)
                                      ----------------------------------------------------------------------------------------
<S>                                   <C>       <C>       <C>       <C>       <C>      <C>       <C>    <C>       <C>
  2000:
Total assets........................   5,223     3,863      316      1,044    1,566     1,355    492      361        7,642
Long-lived assets...................   1,545     1,222       80        243      358       304    259        7        2,169
Operating profit (loss).............       4        (4)      31        (23)      70        71     (5)      14           83
Net sales...........................   2,957     2,395      219        343    1,867     1,514    307       76        5,207
Depreciation and amortization.......     296       202       23         71       68        55     22        2          388
Capital expenditures................     118        78        4         36       74        62     43        -          235
  1999:
Total assets........................   5,394     4,042      335      1,017    1,611     1,265    259      263        7,527
Long-lived assets...................   1,349     1,031       86        232      362       297    212        9        1,932
Operating profit (loss).............    (117)      (32)     (29)       (56)    (411)     (353)     5        2         (521)
Net sales...........................   2,654     2,232      166        256    1,579     1,162     35       50        4,318
Depreciation and amortization.......     246       174       14         58       82        69     10        1          339
Capital expenditures................      98        82        4         12       66        52     98        -          262
  1998:
Total assets........................   4,945     3,656      328        961    2,074     1,794    131      208        7,358
Long-lived assets...................   1,150       964       63        123      415       347    101       11        1,677
Operating profit (loss).............     246       114       77         55      (80)      (81)     4       (2)         168
Net sales...........................   2,636     2,137      242        257    1,618     1,063     28       62        4,344
Depreciation and amortization.......     221       193       11         17       79        64     10        2          312
Capital expenditures................     231       179       12         40       96        78     16        2          345
</TABLE>

27.  SUBSEQUENT EVENTS

     In January 2001, Celanese transferred its investment in Infraserv GmbH &
Co. Munchsmunster KG to Ruhr Oel GmbH. No gain or loss will be recognized on
this transaction.

     On March 20, 2001, Celanese entered into an agreement whereby Celanese will
receive a payment of approximately E35 million. This payment represents
compensation related to operational problems at a supplier's Singapore facility
through March 2001 (as discussed in Note 23.) Of this amount, approximately E31
million will be recognized in Celanese's first quarter 2001 operating results.
The remainder was recognized in the fourth quarter 2000. (See Note 23)

                                       F-46
<PAGE>   137

                          CELANESE AG AND SUBSIDIARIES

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                ALLOWANCES FOR DOUBTFUL ACCOUNTS (IN E MILLIONS)

<TABLE>
<S>                                                           <C>
Balance as of December 31, 1998.............................   35
  Provisions, net of reversals..............................    5
  Recoveries................................................   (2)
  Charge-offs...............................................   (9)
  Translation Adjustments...................................   11
                                                              ---

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
                                                              ===
</TABLE>

                                       F-47