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

October 2003, the European Commission ruled that Hoechst, Chisso Corporation, Daicel Chemical Industries Ltd., The Nippon Synthetic Chemical Industry Co. Ltd. and Ueno Fine Chemicals Industry Ltd. operated a cartel in the European sorbates market between 1979 and 1996. The European Commission imposed a total fine of €138.4 million ($179 million), of which €99 million ($128 million) was assessed against Hoechst. The case against Nutrinova was closed. The fine against Hoechst is based on the European Commission's finding that Hoechst does not qualify under the leniency policy, is a repeat violator and, together with Daicel, was a co-conspirator. In Hoechst's favor, the European Commission gave a discount for cooperating in the investigation. Hoechst appealed the European Commission's decision in December 2003, and that appeal is still pending.

In addition, several civil antitrust actions by sorbates customers, seeking monetary damages and other relief for alleged conduct involving the sorbates industry, have been filed in U.S. state and federal courts naming Hoechst, Nutrinova, and our other subsidiaries, as well as other sorbates manufacturers, as defendants. Many of these actions have been settled and dismissed by the court. One private action, Kerr v. Eastman Chemical Co. et al., is still pending in the Superior Court of New Jersey, Law Division, Gloucester County. The plaintiff alleges violations of the New Jersey Antitrust Act and the New Jersey Consumer Fraud Act and seeks unspecified damages.

In July 2001, Hoechst and Nutrinova entered into an agreement with the Attorneys General of 33 states, pursuant to which the statutes of limitations were tolled pending the states' investigations. This agreement expired in July 2003. Since October 2002, the Attorneys General for New York, Illinois, Ohio, Utah and Idaho filed suit on behalf of indirect purchasers in their respective states. The Utah, Nevada and Idaho actions have been dismissed as to Hoechst, Nutrinova and CAG. A motion for reconsideration is pending in Nevada. An appeal filed in Idaho was dismissed and that dismissal was upheld by the Idaho Supreme Court. The Ohio and Illinois actions have been settled, and the Idaho action was dismissed in February 2005. The New York action, New York v. Daicel Chemical Industries Ltd., et al. pending in the New York State Supreme Court, New York County, is the only Attorney General action still pending; it too seeks unspecified damages. All antitrust claims in this matter were dismissed by the court in September 2004; however, other state law claims are still pending. Hoechst and Nutrinova have filed an appeal of the court's denial of the motion to dismiss those remaining claims. A settlement agreement with the Attorneys General of Connecticut, Florida, Hawaii, Maryland, South Carolina, Oregon and Washington is currently being negotiated and these Attorneys General have been granted extensions of the tolling agreement.

Based on the advice of external counsel and a review of the existing facts and circumstances relating to the sorbates matter, including the status of government investigations, as well as civil claims filed and settled, the Company has remaining accruals of $138 million. This amount is included in current liabilities at March 31, 2005 for the estimated loss relative to this matter. Although the outcome of this matter cannot be predicted with certainty, management's best estimate of the range of possible additional future losses and fines (in excess of amounts already accrued), including any that may result from the above noted governmental proceedings, as of March 31, 2005 is between $0 and $9 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, both civil and criminal, that may be imposed or made in other jurisdictions.

Pursuant to the Demerger Agreement with Hoechst, Celanese AG was assigned the obligation related to the sorbates matter. However, Hoechst agreed to indemnify Celanese AG for 80 percent of any costs Celanese may incur relative to this matter. Accordingly, Celanese AG has recognized a receivable from Hoechst and a corresponding contribution of capital, net of tax, from this indemnification. As of March 31, 2005, the Company has receivables, recorded within other current assets, relating to the sorbates indemnification from Hoechst totaling $111 million. Although the outcome of the foregoing proceedings and claims cannot be predicted with certainty, the Company believes that any resulting liabilities, net of amounts recoverable from Hoechst, will not, in the

23

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

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

Acetic Acid Patent Infringement Matters

Celanese International Corporation v. China Petrochemical Development Corporation—Taiwan Kaohsiung District Court.    On February 7, 2001, Celanese International Corporation filed a private criminal action for patent infringement against China Petrochemical Development Corporation, or CPDC, alleging that CPDC infringed Celanese International Corporation's patent covering the manufacture of acetic acid. This criminal action was subsequently converted to a civil action alleging damages against CPDC based on a period of infringement of five years, 1996-2000, and based on CPDC's own data and as reported to the Taiwanese securities and exchange commission. Celanese International Corporation's patent was held valid by the Taiwanese patent office. The amount of damages claimed by Celanese International Corporation has been reassessed at $35 million. This action is still pending.

Shareholder Litigation

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

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

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

Further, on August 2, 2004, two minority shareholders instituted public register proceedings with the Königstein local court (Amtsgericht) and the Frankfurt district court, both with a view to have the registration of the Domination Agreement in the Commercial Register deleted (Amtslöschungsverfahren). These actions are based on an alleged violation of procedural requirements at the extraordinary general meeting, an alleged undercapitalization of the Purchaser and Blackstone and an alleged misuse of discretion by the competent court with respect to the registration of the Domination Agreement in the Commercial Register. In April 2005, the court of appeals rejected the demand by one shareholder for injunctive relief, and the claimants must pursue their claims through ordinary court proceedings.

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

The amounts of the fair cash compensation (Abfindung) and of the guaranteed fixed annual payment (Ausgleich) offered under the Domination Agreement may be increased in special award proceedings (Spruchverfahren) initiated by minority shareholders, which may further reduce the funds the Purchaser can otherwise make available to the Company. Several minority shareholders of CAG had initiated special award proceedings seeking court's review of the amounts of the fair cash compensation (Abfindung) and of the guaranteed fixed annual payment (Ausgleich) offered under the Domination Agreement. As a result of these proceedings, the amount of the fair cash consideration and the guaranteed fixed annual payment offered under the Domination Agreement could be increased by the court so that all minority shareholders, including those who have already tendered their shares into the mandatory offer and have received the fair cash compensation could claim the respective higher amounts. This could reduce the funds the Purchaser can make available to

24

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

Celanese Holdings and its subsidiaries and, accordingly, diminish our ability to make payments on our indebtedness. However, the court dismissed all of these proceedings in March 2005 on the grounds of inadmissibility. The dismissal has been appealed.

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

Based upon the information as available, the outcome of the foregoing proceedings cannot be predicted with certainty.

Guarantees

The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements, and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations.

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

These known obligations include the following:

Demerger Obligations

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

•	The Company agreed to indemnify Hoechst for environmental liabilities associated with contamination arising under 19 divestiture agreements entered into by Hoechst prior to the demerger.

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

•	The Company will indemnify Hoechst against those liabilities up to €250 million (approximately $325 million);

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

The Company's obligation regarding two agreements has been settled. The aggregate maximum amount of environmental indemnifications under the remaining divestiture agreements that provide for monetary limits is €750 million (approximately $975 million). Three of the divested agreements do not provide for monetary limits.

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

The Company has also undertaken in the Demerger Agreement to indemnify Hoechst to the extent that Hoechst is required to discharge liabilities, including tax liabilities, associated with businesses that were included in the demerger where such liabilities were not demerged, due to legal restrictions on the transfers of such items. These indemnities do not provide for any monetary or time

25

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

limitations. The Company has not provided for any reserves associated with this indemnification. Neither the Company nor the Predecessor made any payments to Hoechst in the three months ended March 31, 2005 or 2004, in connection with this indemnification.

Divestiture Obligations

The Company and its predecessor companies agreed to indemnify third party purchasers of former businesses and assets for various pre-closing conditions, as well as for breaches of representations, warranties and covenants. Such liabilities also include environmental liability, product liability, antitrust and other liabilities. These indemnifications and guarantees represent standard contractual terms associated with typical divestiture agreements and, other than environmental liabilities, the Company does not believe that they expose the Company to any significant risk.

The Company and the Predecessor have divested in the aggregate over 20 businesses, investments and facilities, through agreements containing indemnifications or guarantees to the purchasers. Many of the obligations contain monetary and/or time limitations, ranging from one year to 30 years, the aggregate amount of guarantees provided for under these agreements is approximately $2.9 billion as of March 31, 2005. Other agreements do not provide for any monetary or time limitations.

Based on historical claims experience and its knowledge of the sites and businesses involved, the Company believes that it is adequately reserved for these matters. As of March 31, 2005, the Company has reserves in the aggregate of $49 million for all such environmental matters.

Plumbing Insurance Indemnifications

CAG entered into agreements with insurance companies related to product liability settlements associated with Celcon^® plumbing claims. These agreements, except those with insolvent insurance companies, require the Company to indemnify and/or defend these insurance companies in the event that third parties seek additional monies for matters released in these agreements. The indemnifications in these agreements do not provide for time limitations.

In certain of the agreements, CAG received a fixed settlement amount. The indemnities under these agreements generally are limited to, but in some cases are greater than, the amount received in settlement from the insurance company. The maximum exposure under these indemnifications is $95 million. Other settlement agreements have no stated limits.

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

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

Other Obligations

•	The Company is secondarily liable under a lease agreement pursuant to which the Company has assigned a direct obligation to a third party. The lease assumed by the third party expires on April 30, 2012. The lease liability for the period from April 1, 2005 to April 30, 2012 is estimated to be approximately $54 million.

•	The Company has agreed to indemnify various insurance carriers, for amounts not in excess of the settlements received, from claims made against these carriers subsequent to the settlement. The aggregate amount of guarantees under these settlements is approximately $10 million, which is unlimited in term.

26

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

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

Other Matters

As of the latest practical date, Celanese Ltd. and/or CNA Holdings, Inc., both our U.S. subsidiaries, are defendants in approximately 850 asbestos cases. Because many of these cases involve numerous plaintiffs, the Company is subject to claims significantly in excess of the number of actual cases. The Company has reserves for defense costs related to claims arising from these matters. The Company believes that there is not significant exposure related to these matters.

The Company entered into an agreement with Goldman, Sachs & Co. oHG, an affiliate of Goldman, Sachs and Co., on December 15, 2003 (the "Goldman Sachs Engagement Letter"), pursuant to which Goldman Sachs acted as the Company's financial advisor in connection with the tender offer culminating in the Acquisition. Pursuant to the terms of the Goldman Sachs Engagement Letter, in March 2004, Celanese AG paid Goldman Sachs a financial advisory fee equal to $13 million and a discretionary bonus equal to $5 million, upon consummation of the tender offer. In addition, Celanese AG agreed to reimburse Goldman Sachs for all its reasonable expenses and to indemnify Goldman Sachs and related persons for all direct damages arising in connection with Goldman Sachs Engagement Letter.

Under the transaction and monitoring fee agreement/sponsor services agreement, the Company has agreed to indemnify the Advisor and its affiliates and their respective partners, members, directors, officers, employees, agents and representatives for any and all losses relating to services contemplated by these agreements and the engagement of the Advisor pursuant to, and the performance by the Advisor or the services contemplated by, these agreements. The Company has also agreed under the transaction and monitoring fee agreement/sponsor services agreement to reimburse the Advisor and its affiliates for their expenses incurred in connection with the services provided under these agreements or in connection with their ownership or subsequent sale of Celanese Corporation stock (See Note 17).

On July 31, 2003, a federal district court ruled that the formula used in International Business Machine Corporation's ("IBM") cash balance pension plan violated the age discrimination provisions of the Employee Retirement Income Security Act of 1974. The IBM decision, however, conflicts with the decisions from two other federal district courts and with the proposed regulations for cash balance plans issued by the Internal Revenue Service in December 2002. IBM has announced that it will appeal the decision to the United States Court of Appeals for the Seventh Circuit. The effect of the IBM decision on the Company's cash balance plan cannot be determined at this time.

27

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

13.    Special Charges

The components of special charges were as follows:

				Successor				Predecessor
				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004
				(in $ millions)
Employee termination benefits					(2	)			(2	)
Plant/office closures					(1	)			—
Total Restructuring					(3	)			(2	)
Termination of advisor monitoring services					(35	)			—
Advisory services					—				(25	)
Other					—				(1	)
Total Special Charges					(38	)			(28	)

The components of the restructuring reserves were as follows:

				Employee Termination Benefits				Plant/Office Closures				Total
				(in $ millions)
Predecessor
Restructuring reserve at December 31, 2003					28				21				49
Restructuring additions					2				—				2
Cash and noncash uses					(5	)			(2	)			(7	)
Restructuring reserve at March 31, 2004					25				19				44
Successor
Restructuring reserve at December 31, 2004					72				14				86
Purchase accounting adjustments					1				—				1
Restructuring additions					2				1				3
Cash and noncash uses					(9	)			(2	)			(11	)
Currency translation adjustments					(1	)			—				(1	)
Restructuring reserve at March 31, 2005					65				13				78

14.    Stock-based and Other Management Compensation Plans

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

The stock incentive plan allows for the issuance or delivery of up to 16.25 million shares of Celanese Corporation's Series A common stock through stock options and a discounted share program. In January 2005, options were initially granted at an exercise price equal to the initial public offering price. The options have a ten-year term with vesting terms pursuant to a schedule, with no vesting to occur later than the 8th anniversary of the date of the grant. Accelerated vesting depends on meeting specified performance targets. Of the 11.1 million stock options granted, 9.3 million are non-compensatory. The remaining 1.8 million options are subject to variable plan accounting. Compensation expense related to these options was not material for the three months ended March 31, 2005. No options were forfeited or exercised during the three months ended March 31, 2005.

In December 2004, Celanese Corporation granted rights to the Company's executive officers and key employees to purchase up to 1,797,386 shares of Celanese Corporation's Series A common stock

28

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

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

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

•    Stock-based compensation

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

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

The fair value of options granted in the three months ended March 31, 2005 under Celanese Corporation's stock incentive plan was estimated at the date of grant using the Black Scholes option pricing model. The following weighted average assumptions were used:

Risk free interest rate				3.9%
Estimated life in years				6.7
Dividend yield				0.75%
Volatility				26%

The weighted average fair value of options granted was $5.21 per option.

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

				Net Earnings
				(in $ millions)
Net earnings, as reported					15
Less: stock-based compensation under SFAS No. 123					(2	)
Pro forma net earnings					13

29

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

15.    Income Taxes

Income taxes for the three months ended March 31, 2005 and 2004, are recorded based on the estimated annual effective tax rate. As of March 31, 2005, the estimated annualized tax rate for 2005 is 29%, which is slightly less than the combination of the statutory rate and state income tax rates in the U.S. The estimated annual effective tax rate for 2005 reflects earnings in low tax jurisdictions, a valuation allowance for the tax benefit associated with projected U.S. losses (which includes the expenses associated with the early redemption of debt), and tax expense in certain non-U.S. jurisdictions. The Predecessor had an effective tax rate of 24% for the three months ended March 31, 2004, compared to the German statutory rate of 40%, which was primarily affected by earnings in low tax jurisdictions.

16.    Business Segments

				Chemical Products				Acetate Products				Ticona				Performance Products				Total Segments				Reconciliation				Consolidated
																(in $ millions)
Successor
For the three months ended March 31, 2005
Sales to external customers					1,015				196				239				47				1,497				12				1,509
Inter-segment revenues					29				—				—				—				29				(29	)			—
Operating profit					177				20				39				13				249				(80	)			169
Earnings from continuing operations before tax and minority interests					193				20				51				12				276				(219	)			57
Depreciation and amortization					34				9				15				3				61				2				63
Capital expenditures					18				5				14				2				39				1				40
Predecessor
For the three months ended March 31, 2004
Sales to external customers					789				172				227				44				1,232				11				1,243
Inter-segment revenues					29				—				—				—				29				(29	)			-
Operating profit					65				9				31				11				116				(64	)			52
Earnings from continuing operations before tax and minority interests					64				9				45				11				129				(57	)			72
Depreciation and amortization					39				13				16				2				70				2				72
Capital expenditures					15				8				20				—				43				1				44

17.    Related Party Transactions

Upon closing of the Acquisition, the Company and Celanese Corporation entered into a transaction and monitoring fee agreement with Blackstone Management Partners (the "Advisor"), an affiliate of the Blackstone Group (the "Sponsor"). Under the agreement, the Advisor agreed to provide monitoring services to the Company for a 12 year period. Also, the Advisor may receive

30

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

additional compensation for providing investment banking or other advisory services provided to the Company by the Advisor or any of its affiliates in connection with any specific acquisition, divestiture, refinancing, recapitalization, or similar transaction. In connection with the completion of the initial public offering, the parties amended and restated the transaction and monitoring fee agreement to terminate the monitoring services and all obligations to pay future monitoring fees and paid the Advisor $35 million. The Company also paid $10 million to the Advisor for the 2005 monitoring fee. The transaction based agreement remains in effect.

In connection with the acquisition of Vinamul, the Company paid the Advisor a fee of $2 million, which was included in the computation of the purchase price for the acquisition. In connection with the proposed acquisition of Acetex, the Company paid the Advisor an initial fee of $1 million, which is included in Other assets. Additional fees will become due and payable to the Advisor upon the successful completion of this acquisition.

18.    Consolidating Guarantor Financial Information

The following unaudited consolidating financial information is presented in the provided form because: (i) the Issuer (prior to the completion of the Organizational Restructuring, BCP Caylux, and subsequent to the Organizational Restructuring, BCP Crystal) is a 100% owned subsidiary of the Parent Guarantor (Celanese Holdings LLC); (ii) the guarantees are considered to be full and unconditional, that is if the Issuer fails to make a scheduled payment, the Parent Guarantor and the subsidiary guarantors are obligated to make the scheduled payment immediately and, if they do not, any holder of the notes may immediately bring suit directly against the Parent Guarantor and the subsidiary guarantors for payment of all amounts due and payable, and (iii) the guarantees are joint and several. Separate financial statements and other disclosures concerning the guarantors are not presented because management does not believe that such information is material to investors.

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

UNAUDITED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

				Successor
				For the Three Months Ended March 31, 2005
				Parent Guarantor				Issuer				Subsidiary Guarantors				Non-Guarantors				Eliminations				Consolidated
				(in $ millions)
Net sales					—				—				736				1,049				(276	)			1,509
Cost of sales					—				—				(603	)			(798	)			276				(1,125	)
Selling, general and administrative expenses					—				(10	)			(74	)			(74	)			—				(158	)
Research and development expenses					—				—				(9	)			(14	)			—				(23	)
Special charges:
Restructuring, impairment and other special charges					—				(35	)			(2	)			(1	)			—				(38	)
Foreign exchange gain (loss), net					—				3				—				—				—				3
Gain on disposition of assets					—				—				1				—				—				1
Operating profit (loss)					—				(42	)			49				162				—				169
Equity in net earnings of affiliates					93				24				56				7				(165	)			15
Interest expense					—				(133	)			(32	)			(14	)			39				(140	)
Interest income					—				35				2				12				(39	)			10
Other income (expense), net					—				(17	)			(1	)			21				—				3
Earnings (loss) from continuing operations before tax and minority interests					93				(133	)			74				188				(165	)			57
Income tax provision					—				—				(2	)			(15	)			—				(17	)
Earnings (loss) from continuing operations before minority interests					93				(133	)			72				173				(165	)			40
Minority interests					—				—				—				(25	)			—				(25	)
Net earnings (loss)					93				(133	)			72				148				(165	)			15

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

UNAUDITED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

				Predecessor
				For the Three Months Ended March 31, 2004
				Subsidiary Guarantors				Non-Guarantors				Eliminations				Consolidated
				(in $ millions)
Net sales					584				875				(216	)			1,243
Cost of sales					(488	)			(730	)			216				(1,002	)
Selling, general and administrative expenses					(62	)			(75	)			—				(137	)
Research and development expenses					(10	)			(13	)			—				(23	)
Special charges
Restructuring, impairment and other special charges					(2	)			(26	)			—				(28	)
Foreign exchange gain (loss)					1				(1	)			—				—
Loss on disposition of assets					(1	)			—				—				(1	)
Operating profit					22				30				—				52
Equity in net earnings of affiliates					28				(391	)			375				12
Interest expense					(13	)			—				7				(6	)
Interest income					1				11				(7	)			5
Other income (expense), net					—				9				—				9
Earnings (loss) from continuing operations before tax					38				(341	)			375				72
Income tax provision					(2	)			(15	)			—				(17	)
Earnings (loss) from continuing operations					36				(356	)			375				55
Earnings from discontinued operations					23				—				—				23
Net earnings (loss)					59				(356	)			375				78

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NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

UNAUDITED CONSOLIDATING BALANCE SHEET INFORMATION

				Successor
				As of March 31, 2005
				Parent Guarantor				Issuer				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
				(in $ millions)
ASSETS
Current assets:
Cash and cash equivalents					—				409				82				1,019				—				1,510
Receivables, net:
Trade receivables, net — third party and affiliates					—				—				273				725				—				998
Other receivables					—				1,141				208				696				(1,490	)			555
Inventories					—				—				259				382				—				641
Deferred income taxes					—				—				68				7				—				75
Other assets					—				2				85				26				—				113
Assets of discontinued operations					—				—				3				—				—				3
Total current assets					—				1,552				978				2,855				(1,490	)			3,895
Investments					1,269				928				1,840				468				(3,938	)			567
Property, plant and equipment, net					—				—				897				942				—				1,839
Deferred income taxes					—				—				—				48				—				48
Other assets					—				1,156				267				512				(1,290	)			645
Goodwill					—				71				880				897				(1,069	)			779
Intangible assets, net					—				—				122				274				—				396
Total assets					1,269				3,707				4,984				5,996				(7,787	)			8,169
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current installments of long-term debt — third party and affiliates					—				17				1,197				124				(1,199	)			139
Accounts payable and accrued liabilities:
Trade payables — third party and affiliates					—				3				289				485				—				777
Other current liabilities					—				28				262				808				(291	)			807
Deferred income taxes					—				—				—				25				—				25
Income taxes payable					—				—				50				188				—				238
Liabilities of discontinued operations					—				—				8				—				—				8
Total current liabilities					—				48				1,806				1,630				(1,490	)			1,994
Long-term debt					—				2,701				1,078				460				(1,290	)			2,949
Deferred income taxes					—				—				—				230				—				230
Benefit obligations					—				—				873				114				—				987
Other liabilities					—				45				231				217				—				493
Minority interests					—				—				—				533				—				533
Commitments and contingencies
Shareholders' equity					1,269				913				996				2,812				(5,007	)			983
Total liabilities and shareholders' equity					1,269				3,707				4,984				5,996				(7,787	)			8,169

34

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

UNAUDITED CONSOLIDATING BALANCE SHEET INFORMATION

				Successor
				As of December 31, 2004
				Parent Guarantor				Issuer				Subsidiary Guarantors				Non- Guarantors(1)				Eliminations				Consolidated
				(in $ millions)
ASSETS
Current assets:
Cash and cash equivalents					—				6				127				705				—				838
Receivables, net:
Trade receivables, net — third party and affiliates					—				—				202				664				—				866
Other receivables					—				934				263				981				(1,500	)			678
Inventories					—				—				259				359				—				618
Deferred income taxes					—				—				68				3				—				71
Other assets					—				2				36				48				—				86
Assets of discontinued operations					—				—				2				—				—				2
Total current assets					—				942				957				2,760				(1,500	)			3,159
Investments					742				327				1,851				483				(2,803	)			600
Property, plant and equipment, net					—				—				749				953				—				1,702
Deferred income taxes					—				—				—				54				—				54
Other assets					—				1,194				264				583				(1,302	)			739
Goodwill					—				69				891				856				(1,069	)			747
Intangible assets, net					—				—				115				285				—				400
Total assets					742				2,532				4,827				5,974				(6,674	)			7,401
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term borrowings and current installments of long-term debt — third party and affiliates					—				79				1,138				142				(1,215	)			144
Accounts payable and accrued liabilities:
Trade payables — third party and affiliates					—				1				272				449				—				722
Other current liabilities					—				21				330				822				(285	)			888
Deferred income taxes					—				—				—				20				—				20
Income taxes payable					—				—				50				164				—				214
Liabilities of discontinued operations					—				—				7				—				—				7
Total current liabilities					—				101				1,797				1,597				(1,500	)			1,995
Long-term debt					—				2,472				1,074				472				(1,302	)			2,716
Deferred income taxes					—				—				—				256				—				256
Benefit obligations					—				—				882				118				—				1,000
Other liabilities					—				57				235				218				—				510
Minority interests					—				—				—				518				—				518
Commitments and contingencies
Shareholders' equity (deficit)					742				(98	)			839				2,795				(3,872	)			406
Total liabilities and shareholders' equity (deficit)					742				2,532				4,827				5,974				(6,674	)			7,401

(1)	Included in Non-Guarantors are purchase accounting adjustments related to the Acquisition of CAG (see Note 2), which will be pushed down to legal entities when the purchase price allocation is complete.

35

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

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION

				Successor
				For the Three Months Ended March 31, 2005
				Parent Guarantor				Issuer				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
				(in $ millions)
Net cash provided by (used in) operating activities					—				(313	)			111				234				—				32
Investing activities from continuing operations:
Capital expenditures on property, plant and equipment					—				—				(17	)			(23	)			—				(40	)
Acquisition of CAG shares					—				—				—				(2	)			—				(2	)
Investment in Subsidiaries					(572	)			572				—				—				—				—
Fees associated with the acquisition of Vinamul					—				—				(5	)			(2	)			—				(7	)
Acquisition of Vinamul					—				(56	)			(134	)			(18	)			—				(208	)
Net proceeds from disposal of discontinued operations					—				—				—				75				—				75
Proceeds from sale of marketable securities					—				—				1				103				—				104
Purchases of marketable securities					—				—				(1	)			(26	)			—				(27	)
Other, net					—				—				—				—				—				—
Net cash provided by (used in) investing activities					(572	)			516				(156	)			107				—				(105	)
Financing activities from continuing operations:
Contribution from Parent, net					572				—				—				—				—				572
Redemption of senior subordinated notes, including related premium					—				(572	)			—				—				—				(572	)
Borrowings under term loan facility					—				1,135				—				—				—				1,135
Fees associated with financing					—				(7	)			—				—				—				(7	)
Repayment of floating rate term loan, including related premium					—				(354	)			—				—				—				(354	)
Short-term borrowings (repayments), net					—				—				—				(10	)			—				(10	)
Proceeds from other long-term debt					—				—				—				6				—				6
Payments of other long-term debt					—				(2	)			—				(1	)			—				(3	)
Net cash provided by (used in) financing activities					572				200				—				(5	)			—				767
Exchange rate effects on cash					—				—				—				(22	)			—				(22	)
Net increase (decrease) in cash and cash equivalents					—				403				(45	)			314				—				672
Cash and cash equivalents at beginning of period					—				6				127				705				—				838
Cash and cash equivalents at end of period					—				409				82				1,019				—				1,510
Net cash provided by (used in) discontinued operations:
Operating activities					—				—				—				(75	)							(75	)
Investing activities					—				—				—				75				—				75
Net cash provided by (used in) discontinued operations					—				—				—				—				—				—

36

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

UNAUDITED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

				Predecessor
				For the Three Months Ended March 31, 2004
				Subsidiary Guarantors				Non-Guarantors				Eliminations				Consolidated
				(in $ millions)
Net cash provided by (used in) operating activities					(144	)			37				—				(107	)
Investing activities from continuing operations:
Capital expenditures on property, plant and equipment					(21	)			(23	)			—				(44	)
Net proceeds from disposal of discontinued operations					134				5				—				139
Proceeds from sale of marketable securities					3				39				—				42
Purchases of marketable securities					(1	)			(41	)			—				(42	)
Other, net					—				1				—				1
Net cash provided by (used in) investing activities					115				(19	)			—				96
Financing activities from continuing operations:
Short-term borrowings (repayments), net					—				(16	)			—				(16	)
Payments of other long-term debt					(25	)			(2	)			—				(27	)
Net cash provided by (used in) financing activities					(25	)			(18	)			—				(43	)
Exchange rate effects on cash					—				(1	)			—				(1	)
Net decrease in cash and cash equivalents					(54	)			(1	)			—				(55	)
Cash and cash equivalents at beginning of period					83				65				—				148
Cash and cash equivalents at end of period					29				64				—				93
Net cash provided by (used in) discontinued operations:
Operating activities					(134	)			(5	)			—				(139	)
Investing activities					134				5				—				139
Net cash provided by (used in) discontinued operations					—				—				—				—

37

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of the financial condition and the results of operations of Celanese Holdings LLC and its subsidiaries (collectively the "Company" or the "Successor") together with the Unaudited Interim Consolidated Financial Statements and the notes to those financial statements, which were prepared in accordance with U.S. GAAP and with the Celanese Holdings LLC and its subsidiaries consolidated financial statements for the nine months ended December 31, 2004, as filed with the Securities Exchange Commission on Form 10-K.

The following discussion and analysis of financial condition and results of operations cover periods prior and subsequent to the acquisition of Celanese AG and its subsidiaries (collectively "CAG" or the "Predecessor"). Accordingly, the discussion and analysis of historical periods prior to the acquisition do not reflect the significant impact that the acquisition of CAG has had and will have on the Successor, including increased leverage and liquidity requirements as well as purchase accounting adjustments. In addition, 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 Information" located at the end of this section.

Reconciliation of Non-U.S. GAAP Measures: Management believes that using non-U.S. GAAP financial measures to supplement U.S. GAAP results is useful to investors because such use provides a more complete understanding of the factors and trends affecting the business other than disclosing U.S. GAAP results alone. In this regard, we disclose net debt, which is a non-U.S. GAAP financial measure. Net debt is defined as total debt less cash and cash equivalents. Management uses net debt to evaluate the capital structure. Net debt is not a substitute for any U.S. GAAP financial measure. In addition, the calculation of net debt contained in this report may not be consistent with that of other companies. The most directly comparable financial measure presented in accordance with U.S. GAAP in our financial statements for net debt is total debt. For a reconciliation of net debt and total debt, see "Financial Highlights" below.

Basis of Presentation

Impact of the Acquisition of Celanese AG

On April 6, 2004, Celanese Europe Holding GmbH & Co. KG (the "Purchaser"), an indirect wholly owned subsidiary of the Successor, acquired approximately 84% of the Celanese AG ordinary shares, excluding treasury shares ("CAG Shares"). The ordinary shares were acquired at a price of €32.50 per share or an aggregate purchase price of $1,693 million, including direct acquisition costs of approximately $69 million. During the nine months ended December 31, 2004 and the three months ended March 31, 2005, the Purchaser acquired additional CAG Shares for a purchase price of $33 million and $2 million, respectively. As the additional shares acquired primarily represented exercised employee stock options, the Purchaser's ownership percentage remained at approximately 84% as of December 31, 2004 and March 31, 2005.

We accounted for the acquisition of CAG using the purchase method of accounting and, accordingly, this resulted in a new basis of accounting. The purchase price was allocated based on the fair value of the underlying assets acquired and liabilities assumed. The assets acquired and liabilities assumed are reflected at fair value for the approximately 84% portion acquired and at CAG historical basis for the remaining approximate 16%. The excess of the total purchase price over the fair value of the net assets acquired at closing was allocated to goodwill, and this indefinite lived asset is subject to an annual impairment review. During the three months ended March 31, 2005, the Company finalized its purchase accounting adjustments for the acquisition of CAG. (See Notes 2 and 8 to the Unaudited Interim Consolidated Financial Statements).

Successor

Successor—Represents the Company's unaudited consolidated financial position as of March 31, 2005 and its unaudited consolidated results of operations and cash flows for the three months ended

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March 31, 2005 and its consolidated financial position as of December 31, 2004. These consolidated financial statements reflect the application of purchase accounting, described above, relating to the acquisition of CAG and preliminary purchase price accounting relating to the acquisition of Vinamul.

Predecessor

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

The results of the Successor are not comparable to the results of the Predecessor due to the difference in the basis of presentation of purchase accounting as compared to historical cost.

Celanese Corporation Initial Public Offering and Concurrent Financings

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

Subsequent to the closing of the initial public offering, the Company borrowed an additional $1,135 million under the amended and restated senior credit facilities, a portion of which was used to repay a $350 million floating rate term loan, which excludes a $4 million early redemption premium, and $200 million of which was used as the primary financing for the February 2005 acquisition of the Vinamul emulsions business. Additionally, the amended and restated senior credit facilities include a $242 million delayed draw term loan which is expected to be used to finance the proposed acquisition of Acetex Corporation, a Canadian corporation ("Acetex"). (See Notes 6 and 9 to the Unaudited Interim Consolidated Financial Statements). In April and May 2005, the Company declared and paid $578 million of the net proceeds to its ultimate parent, Celanese Corporation, through Crystal US Holdings 3 L.L.C., in the form of dividends.

Overview

In the first quarter of 2005, sales rose 21% to $1,509 million compared to $1,243 million, in the same period last year, primarily on significant higher pricing. Higher volumes, favorable currency movements and composition changes, of which $66 million was related to the Vinamul emulsions acquisition, increased net sales. The Company recorded lower net earnings of $15 million compared to $78 million for CAG largely due to higher interest expense, which included $78 million in refinancing related costs (comprising early redemption premiums and accelerated amortization of deferred financing costs of $55 million and $23 million, respectively), and higher special charges, mainly due to $35 million in expenses for the termination of sponsor monitoring services. The first quarter of 2005 benefited from higher pricing mainly in Chemical Products, driven by strong demand and higher industry capacity utilization. The Company also benefited from cost savings resulting from restructuring and productivity improvement programs as well as lower depreciation and amortization. These benefits were partially offset by higher raw materials and energy costs.

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    Financial Highlights

				Successor				Predecessor
				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
				(in $ millions)
Statement of Operations Data:
Net sales					1,509				1,243				266
Special charges					(38	)			(28	)			(10	)
Operating profit					169				52				117
Earnings from continuing operations before tax and minority interests					57				72				(15	)
Earnings from continuing operations					15				55				(40	)
Earnings from discontinued operations					—				23				(23	)
Net earnings					15				78				(63	)

				Successor
				As of March 31, 2005				As of December 31, 2004				Change in $
				(in $ millions)
Balance Sheet Data:
Short-term borrowings and current installments of long-term debt - third party and affiliates					139				144				(5	)
Plus: Long-term debt					2,949				2,716				233
Total debt					3,088				2,860				228
Less: Cash and cash equivalents					1,510				838				672
Net debt					1,578				2,022				(444	)

				Successor				Predecessor
				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
				(in $ millions)
Other Data:
Depreciation and amortization					63				72				(9	)
Operating margin(1)					11.2	%			4.2	%
Earnings from continuing operations before tax and minority interests as a percentage of net sales					3.8	%			5.8	%

(1)	Defined as operating profit divided by net sales.

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

				Successor				Predecessor
				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
				(in $ millions)
Net Sales
Chemical Products					1,044				818				226
Technical Polymers Ticona					239				227				12
Acetate Products					196				172				24
Performance Products					47				44				3
Segment Total					1,526				1,261				265
Other Activities					12				11				1
Intersegment Eliminations					(29	)			(29	)			—
Total Net Sales					1,509				1,243				266
Special Charges
Chemical Products					(1	)			(1	)			—
Technical Polymers Ticona					(1	)			(1	)			—
Acetate Products					(1	)			—				(1	)
Performance Products					—				—				—
Segment Total					(3	)			(2	)			(1	)
Other Activities					(35	)			(26	)			(9	)
Total Special Charges					(38	)			(28	)			(10	)
Operating Profit (Loss)
Chemical Products					177				65				112
Technical Polymers Ticona					39				31				8
Acetate Products					20				9				11
Performance Products					13				11				2
Segment Total					249				116				133
Other Activities					(80	)			(64	)			(16	)
Total Operating Profit					169				52				117
Earnings (Loss) from Continuing Operations Before Tax and Minority Interests
Chemical Products					193				64				129
Technical Polymers Ticona					51				45				6
Acetate Products					20				9				11
Performance Products					12				11				1
Segment Total					276				129				147
Other Activities					(219	)			(57	)			(162	)
Total Earnings from Continuing Operations Before Tax and Minority Interests					57				72				(15	)

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

				Successor				Predecessor
				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
				(in $ millions)
Depreciation & Amortization
Chemical Products					34				39				(5	)
Technical Polymers Ticona					15				16				(1	)
Acetate Products					9				13				(4	)
Performance Products					3				2				1
Segment Total					61				70				(9	)
Other Activities					2				2				—
Total Depreciation & Amortization					63				72				(9	)

Factors Affecting First Quarter 2005 Segment Sales Compared to First Quarter 2004

in percent				Volume				Price				Currency				Other				Total
Chemical Products					(1	)%			22	%			3	%			4	%			28	%
Technical Polymers Ticona					2				—				3				—				5
Acetate Products					11				3				—				—				14
Performance Products					9				(7	)			5				—				7
Segment Total					2	%			15	%			2	%			2	%			21	%

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Summary by Business Segment—Three Months Ended March 31, 2005 Compared with Three Months Ended March 31, 2004

        Chemical Products

				Successor				Predecessor
in $ millions (except for percentages)				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
Net sales					1,044				818				226
Net sales variance:
Volume					(1	)%
Price					22	%
Currency					3	%
Other					4	%
Operating profit					177				65				112
Operating margin					17.0	%			7.9	%
Special charges					(1	)			(1	)			—
Earnings from continuing operations before tax and minority interests					193				64				129
Depreciation and amortization					34				39				(5	)

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

Chemical Products' net sales increased 28% to $1,044 million compared to the same period last year mainly on higher pricing, segment composition changes, of which $66 million was related to the Vinamul emulsions acquisition, and favorable currency effects. Pricing increased for most products, driven by continued strong demand and high utilization rates across the chemical industry.

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

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        Technical Polymers Ticona

				Successor				Predecessor
in $ millions (except for percentages)				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
Net sales					239				227				12
Net sales variance:
Volume					2	%
Currency					3	%
Operating profit					39				31				8
Operating margin					16.3	%			13.7	%
Special charges					(1	)			(1	)			—
Earnings from continuing operations before tax and minority interests					51				45				6
Depreciation and amortization					15				16				(1	)

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

Net sales for Ticona increased by 5% to $239 million compared to the same period last year due to favorable currency effects and slightly higher volumes. Volumes increased for most product lines due to the successful introduction of new applications, which outweighed declines in polyacetal volumes resulting from the Company's focus on high-end business and decreased sales to European automotive customers. Overall pricing remained flat quarter over quarter as successfully implemented price increases were offset by lower average pricing for certain products due to the commercialization of lower cost grades for new applications.

Earnings from continuing operations before tax and minority interests increased 13% to $51 million as the result of cost savings from a recent restructuring, the favorable effects of a planned maintenance turnaround as well as slightly higher volumes. These increases were partially offset by higher raw material and energy costs.

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        Acetate Products

				Successor				Predecessor
in $ millions (except for percentages)				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
Net sales					196				172				24
Net sales variance:
Volume					11	%
Price					3	%
Operating profit					20				9				11
Operating margin					10.2	%			5.2	%
Special charges					(1	)			—				(1	)
Earnings from continuing operations before tax and minority interests					20				9				11
Depreciation and amortization					9				13				(4	)

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

Net sales for Acetate Products increased by 14% to $196 million compared to the same quarter last year on higher volumes and pricing. Flake volumes increased mainly as a result of demand from Company ventures in China that recently completed tow capacity expansions. Filament volumes rose in anticipation of the Company's plans to exit this business by the end of the second quarter. Pricing increased for all business lines to cover higher raw material costs.

Earnings from continuing operations before tax and minority interests more than doubled from $9 million in first quarter last year to $20 million this year due to increased volumes, pricing and productivity improvements, which more than offset higher raw material and energy costs. Earnings also benefited from $4 million in lower depreciation and amortization expense largely as a result of previous impairments related to a major restructuring, which was partly offset by $3 million of expense for an asset retirement obligation.

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        Performance Products

				Successor				Predecessor
in $ millions (except for percentages)				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
Net sales					47				44				3
Net sales variance:
Volume					9	%
Price					(7	)%
Currency					5	%
Operating profit					13				11				2
Operating margin					27.7	%			25.0	%
Special charges					—				—				—
Earnings from continuing operations before tax and minority interests					12				11				1
Depreciation and amortization					3				2				1

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

Net sales for the Performance Products segment increased by 7% to $47 million compared to the same period last year mainly on higher volumes, which more than offset lower pricing. Favorable currency movements also contributed to the sales increase. Higher volumes for Sunett sweetener reflected strong growth from new and existing applications in the U.S. and European beverage and confectionary markets. Pricing for Sunett declined on lower unit selling prices associated with higher volumes to major customers. Pricing for sorbates continued to recover, although worldwide overcapacity still prevailed in the industry.

Earnings from continuing operations before tax and minority interests increased to $12 million from $11 million in the same quarter last year. Strong volumes for Sunett, as well as favorable currency movements and cost savings, more than offset lower pricing for the sweetener. A primary European and U.S. production patent for Sunett expired at the end of March 2005.

        Other Activities

Other Activities primarily consists of corporate center costs, including financing and administrative activities, and certain other operating entities, including the captive insurance companies.

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

Net sales for Other Activities increased slightly to $12 million from $11 million in the same quarter last year. Loss from continuing operations before tax and minority interests increased to $219 million from a loss of $57 million in the same period last year, largely due to $133 million of higher interest expense due to refinancing costs, increased debt levels, and higher interest rates. The loss includes $45 million of expenses for sponsor monitoring and related cancellation fees compared to special charges of $25 million in the same period last year for advisory services related to the tender offer of CAG.

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

Net Sales

Net sales rose 21% to $1,509 million in the first quarter compared to the same period last year primarily on higher pricing of 15%, mainly in the Chemical Products segment. Favorable currency movements, higher volumes, and a composition change in the Chemical Products segment each increased net sales by 2%.

The segment composition changes consisted of the acquisition of the Vinamul emulsions business in February 2005, which was partly offset by the effects of a contract manufacturing arrangement under which certain acrylates products are now being sold. Only the margin realized under the contract manufacturing arrangement is reported in net sales.

Gross Profit Margin

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

Selling, General and Administrative Expenses

Selling, general and administrative expense increased to $158 million compared to $137 million for the same period last year. This increase is primarily due to expenses for sponsor monitoring services of $10 million, higher amortization expense of identifiable intangible assets acquired of $10 million as well as higher professional costs primarily related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Special Charges

The components of special charges for the three months ended March 31, 2005 and 2004 were as follows:

				Successor				Predecessor
				Three Months Ended March 31, 2005				Three Months Ended March 31, 2004				Change in $
				(in $ millions)
Employee termination benefits					(2	)			(2	)			—
Plant/office closures					(1	)			—				(1	)
Total restructuring					(3	)			(2	)			(1	)
Termination of advisor monitoring services					(35	)			—				(35	)
Advisory services					—				(25	)			25
Other					—				(1	)			1
Total special charges					(38	)			(28	)			(10	)

Operating Profit

Operating profit increased to $169 million in the quarter compared to $52 million in the same period last year on gross margin expansion of $143 million, as significantly higher pricing, primarily in Chemical Products, lower depreciation expense and productivity improvements more than offset higher raw material and energy costs. Operating profit also benefited from increased volumes in Acetate Products, Performance Products and Ticona. Depreciation and amortization expense declined by $9 million as decreases in depreciation resulting from purchase accounting adjustments, more than offset increased amortization expense for acquired intangible assets.

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Equity in Net Earnings of Affiliates

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

Interest Expense

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

Interest Income

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

Other Income (Expense), Net

Other income (expense), net decreased to $3 million of income for the three months ended March 31, 2005, compared to $9 million for the comparable period last year. This decrease is primarily due to expenses associated with the guaranteed payment to CAG minority shareholders and the ineffective portion of a net investment hedge. These decreases were partially offset by higher dividends from cost investments. Dividend income accounted for under the cost method increased by $8 million to $14 million for the three months ended March 31, 2005, compared to the same period in 2004. The increase in the first quarter of 2005 primarily resulted from the timing of receipt of dividends.

Income Taxes

Income taxes for the three months ended March 31, 2005 and 2004, are recorded based on the estimated annual effective tax rate. As of March 31, 2005, the estimated annualized tax rate for 2005 is 29%, which is slightly less than the combination of the statutory rate and state income tax rates in the U.S. The estimated annual effective tax rate for 2005 reflects earnings in low tax jurisdictions, a valuation allowance for the tax benefit associated with projected U.S. losses (which includes expenses associated with the early redemption of debt), and tax expense in certain non-U.S. jurisdictions. The Predecessor had an effective tax rate of 24% for the three months ended March 31, 2004, compared to the German statutory rate of 40%, which was primarily affected by earnings in low tax jurisdictions.

Earnings from Discontinued Operations

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

For the three months ended March 31, 2004, the Chemical Products segment had net sales of $21 million and an operating loss of $5 million.

Net Earnings

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

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Liquidity and Capital Resources

Cash Flows

Net Cash Provided by/(Used in) Operating Activities

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

Net Cash Provided by/(Used in) Investing Activities

Net cash from investing activities decreased to a cash outflow of $105 million in the three months ended March 31, 2005 compared to a cash inflow of $96 million for the same period last year. The increased cash outflow primarily resulted from the acquisition of the Vinamul emulsions business of $208 million and a decrease in net proceeds from disposal of discontinued operations of $64 million. These items were partially offset by an increase in cash inflows related to net sales of marketable securities of $77 million. The net proceeds from the disposal of discontinued operations represents cash received in 2005 from an early contractual settlement of receivables of $75 million related to the sale in 2000 of the Predecessor's interest in Vinnolit Kunstoff GmbH and Vintron GmbH while the net proceeds of $139 million in the same period last year represented the net proceeds from the sale of the acrylates business.

Net Cash Provided by/(Used in) Financing Activities

Net cash from financing activities increased to a cash inflow of $767 million for the three months ended March 31, 2005 compared to a cash outflow of $43 million in the same period last year. The increased cash inflow primarily reflects borrowings under the term loan facility of $1,135 million and a contribution from Celanese Corporation of $572 million. A portion of the additional borrowings was used to redeem $521 million of our senior subordinated notes, and to pay a related early redemption premium of $51 million. We also repaid a $350 million floating rate term loan and paid a related $4 million early redemption premium.

Liquidity

Our contractual obligations, commitments and debt service requirements over the next several years are significant and are substantially higher than historical amounts. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash on hand. We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including debt service. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be forced to use other means available to us such as to increase our borrowings under our lines of credit, reduce or delay capital expenditures, seek additional capital or seek to restructure or refinance our indebtedness.

In January 2005, Celanese Corporation completed an initial public offering of Series A common stock and received net proceeds of $752 million after deducting underwriters' discounts and offering expenses of $48 million. Concurrently, Celanese Corporation received net proceeds of $233 million from the offering of its convertible preferred stock and the Company borrowed an additional $1,135 million under the amended and restated senior credit facilities. A portion of the proceeds of the share offerings were used to redeem $188 million of senior discount notes held by Crystal US Holdings 3

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L.L.C. and $521 million of the Company's senior subordinated notes, which excludes early redemption premiums of $19 million and $51 million, respectively. We also used a portion of the proceeds from additional borrowings under our senior credit facilities to repay our $350 million floating rate term loan, which excludes a $4 million early redemption premium, and used $200 million of the proceeds as the primary financing for the acquisition of the Vinamul emulsion business. In April and May 2005, the Company distributed $578 million of the net proceeds of the amended and restated senior credit facilities to Celanese Corporation in the form of dividends.

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

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

Contractual Obligations.    The following table sets forth our fixed contractual debt obligations as of March 31, 2005:

Fixed Contractual Debt Obligations(1)				Total				Remaining 2005				2006-2007				2008- 2009				2010 and thereafter
				(in $ millions)
Senior Credit Facilities — Term Loans Facility					1,750				13				34				34				1,669
Senior Subordinated Notes(2)					965				—				—				—				965
Other Debt(3)					369				123				13				45				188
Total Fixed Contractual Debt Obligations					3,084				136				47				79				2,822

(1)	Excludes the following: $242 million of delayed draw term loans, which will be used to finance the proposed Acetex acquisition.

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

(3)	Does not include $2 million purchase accounting adjustment.

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

Subsequent to the consummation of the initial public offering of Celanese Corporation in January 2005, we entered into amended and restated senior credit facilities. The terms of the amended and restated senior credit facilities are substantially similar to the terms of our immediately previous senior credit facilities. Under the amended and restated facilities, the term loan facility increased to $1,750 million (including €275 million), which matures in 2011. In addition, there is a $242 million delayed draw facility which when drawn will be added to the existing term loan facility. This delayed draw facility can only be used to finance the proposed acquisition of Acetex or to purchase the remaining outstanding CAG shares. We expect to use this delayed draw facility to finance the proposed acquisition of Acetex.

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

In January 2005, the revolving credit facility was increased from $380 million to $600 million under the amended and restated senior credit facilities. The $228 million credit-linked revolving facility, which matures in 2009, includes borrowing capacity available for letters of credit. As of March 31, 2005, there were $214 million of letters of credit issued under the credit-linked revolving facility. As of March 31, 2005, $614 million remained available for borrowing under the revolving credit

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facilities (taking into account letters of credit issued under the credit-linked revolving facility). As of March 31, 2005, there were no amounts outstanding under the revolving credit facility, which matures in 2009.

Senior Subordinated Notes.    In February 2005, we used approximately $521 million of the net proceeds of the offering of our Series A common stock to redeem a portion of the senior subordinated notes and $51 million to pay the premium associated with the early redemption. As of March 31, 2005, the senior subordinated notes, excluding $4 million of premiums, consist of $796 million of 9 5/8% Senior Subordinated Notes due 2014 and €130 million of 10 3/8% Senior Subordinated Notes due 2014. All of BCP Crystal's U.S. domestic, wholly owned subsidiaries that guarantee BCP Crystal's obligations under the senior credit facilities guarantee the senior subordinated notes on an unsecured senior subordinated basis.

Other Debt.    Other debt of $371 million, which includes a $2 million reduction under purchase accounting, is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies and capital lease obligations.

Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 5 to the Unaudited Interim Consolidated Financial Statements included in this Form 10-Q for discussion of recent accounting pronouncements.

Critical Accounting Policies and Estimates

The preparation of the Company's consolidated financial statements requires management to apply accounting principles generally accepted in the United States of America to the Company's specific circumstances and make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

There have been no material revisions to the critical accounting estimates as filed in the Company's Annual Report on Form 10-K for the nine months ended December 31, 2004 with the Securities and Exchange Commission on March 31, 2005.

Forward-Looking Statements May Prove Inaccurate

This Quarterly Report contains certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures, and assumptions and other statements contained in this prospectus 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 us are intended to identify forward-looking statements. These statements reflect our current views 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 our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include, among other things:

•	changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;

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•	the length and depth of product and industry business cycles particularly in the automotive, electrical, electronics and construction industries;

•	changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of fuel oil, natural gas, coal, electricity and petrochemicals such as ethylene, propylene and butane, including changes in production quotas in OPEC countries and the deregulation of the natural gas transmission industry in Europe;

•	the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;

•	the ability to maintain plant utilization rates and to implement planned capacity additions and expansions;

•	the ability to reduce production costs and improve productivity by implementing technological improvements to existing plants;

•	the existence of temporary industry surplus production capacity resulting from the integration and start-up of new world-scale plants;

•	increased price competition and the introduction of competing products by other companies;

•	the ability to develop, introduce and market innovative products, product grades and applications, particularly in the Ticona and Performance Products segments of our business;

•	changes in the degree of patent and other legal protection afforded to our products;

•	compliance costs and potential disruption or interruption of production due to accidents or other unforeseen events or delays in construction of facilities;

•	potential liability for remedial actions under existing or future environmental regulations;

•	potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate;

•	changes in currency exchange rates and interest rates;

•	changes in the composition or restructuring of us or our subsidiaries and the successful completion of acquisitions, divestitures and venture activities;

•	pending or future challenges to the Domination Agreement; and

•	various other factors, both referenced and not referenced in this document.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

The information called for by Item 3 is omitted pursuant to General Instruction (H)(2)(c) to Form 10-Q (Omission of Information by Certain Wholly Owned Subsidiaries).

Item 4.    Controls and Procedures

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

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material weakness related to several deficiencies in the assessment of hedge effectiveness and documentation. The required adjustments were made in the proper accounting period, and we do not believe they had any material impact on previously reported financial information. The second material weakness related to conditions preventing our ability to adequately research, document, review and draw conclusions on accounting and reporting matters, which had previously resulted in adjustments that had to be recorded to prevent our financial statements from being materially misleading. The conditions largely related to significant increases in the frequency of, and the limited amount of time and technical accounting resources available to address, complex accounting matters and transactions and as a result of the consummation of simultaneous debt and equity offerings during the year-end closing process. In response to the letter from KPMG, during the period covered by this Quarterly Report, we organized a team responsible for the identification and documentation of potential derivative accounting transactions and commenced formal training for team members specifically related to derivative accounting. We also endeavored to ensure that adequate time was made available for company personnel to adequately research, document, review and conclude on accounting and reporting matters. Despite our efforts, conditions relating to the material weaknesses identified above continued during the period covered by this Quarterly Report. We are continuing our efforts to implement these initiatives, which have materially affected and are reasonably likely to affect materially our internal controls over financial reporting.

Celanese Holdings, under the supervision and with the participation of Celanese Holdings' management, including the chief executive officer (CEO) and chief financial officer (CFO), performed an evaluation of the effectiveness of Celanese Holdings' "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "34 Act")) as of March 31, 2005. Disclosure controls and procedures are defined as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the 34 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"). Based on this evaluation, and as a result of the material weaknesses that were identified, Celanese Holdings' CEO and CFO concluded that, as of March 31, 2005, the end of the period covered by this Quarterly Report, Celanese Holdings' disclosure controls and procedures were not effective for gathering, analyzing and disclosing the material information Celanese Holdings is required to disclose in the reports it files under the 34 Act, within the time periods specified in the rules and forms of the SEC. Except as discussed above, there have been no changes in Celanese Holdings' "internal controls over financial reporting" (as defined in Rule 13a-15(f) under the 34 Act) during the period covered by this Quarterly Report that have materially affected or are reasonably likely to materially affect, internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1.    Legal Proceedings

We are involved in a number of legal proceedings, lawsuits and claims incidental to the normal conduct of our business, relating to such matters as product liability, antitrust, past 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 proceedings, lawsuits and claims, management believes that adequate provisions have been made and that the ultimate outcomes will not have a material adverse effect on our financial position, but may have a material adverse effect on the results of operations or cash flows in any given accounting period. See also Note 12 to the Unaudited Interim Consolidated Financial Statements.

Plumbing Actions

No material developments regarding this matter, previously reported in the Annual Report on Form 10-K for the year ended December 31, 2004, occurred during the first quarter of 2005, except as set forth below. For a summary of the history and current status of these matters, see Note 12 to the Unaudited Interim Consolidated Financial Statements.

In February 2005, CNA Holdings reached a settlement agreement through mediation with an insurer, pursuant to which the insurer paid CNA Holdings $44 million in exchange for the release of certain claims against the policy with the insurer. This amount was recorded as a reduction of goodwill as of December 31, 2004 and received during the three months ended March 31, 2005.

Sorbates Antitrust Actions

No material developments regarding this matter, previously reported in the Annual Report on Form 10-K for the year ended December 31, 2004, occurred during the first quarter of 2005. For a summary of the history and current status of these matters, see Note 12 to the Unaudited Interim Consolidated Financial Statements.

Acetic Acid Patent Infringement Matters

No material developments regarding this matter, previously reported in the Annual Report on Form 10-K for the year ended December 31, 2004, occurred during the first quarter of 2005. For a summary of the history and current status of this matter, see Note 12 to the Unaudited Interim Consolidated Financial Statements.

Shareholder Litigation

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

•	Mayer v. Celanese AG

•	Knoesel v. Celanese AG

•	Allerthal Werke AG and Dipl.-Hdl. Christa Götz v. Celanese AG

•	Carthago Value Invest AG v. Celanese AG

•	Prof. Dr. Ekkehard Wenger v. Celanese AG

•	Jens-Uwe Penquitt & Claus Deiniger Vermögensverwaltung GbR v. Celanese AG

•	Dr. Leonhard Knoll v. Celanese AG

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

•	Protagon Capital GmbH v. Celanese AG

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

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

Further, on August 2, 2004, two minority shareholders instituted public register proceedings with the Königstein local court (Amtsgericht) and the Frankfurt district court, both with a view to have the registration of the Domination Agreement in the Commercial Register deleted (Amtslöschungsverfahren). These actions are based on an alleged violation of procedural requirements at the extraordinary general meeting, an alleged undercapitalization of the Purchaser and Blackstone and an alleged misuse of discretion by the competent court with respect to the registration of the Domination Agreement in the Commercial Register. In April 2005, the court of appeals rejected the demand by one shareholder for injunctive relief, and the claimants must pursue their claims through ordinary court proceedings.

Based upon information available as of the date of this document, the outcome of the foregoing proceedings cannot be predicted with certainty. Except for certain challenges on limited grounds, the time period to bring forward challenges has expired.

The amounts of the fair cash compensation (Abfindung) and of the guaranteed fixed annual payment (Ausgleich) offered under the Domination Agreement may be increased in special award proceedings (Spruchverfahren) initiated by minority shareholders, which may further reduce the funds the Purchaser can otherwise make available to us. Several minority shareholders of CAG initiated special award proceedings seeking court's review of the amounts of the fair cash compensation (Abfindung) and of the guaranteed fixed annual payment (Ausgleich) offered under the Domination Agreement. As a result of these proceedings, the amount of the fair cash consideration and the guaranteed fixed annual payment offered under the Domination Agreement could be increased by the court so that all minority shareholders, including those who have already tendered their shares into the mandatory offer and have received the fair cash compensation could claim the respective higher amounts. This could reduce the funds the Purchaser can make available to Celanese Holdings and its subsidiaries and, accordingly, diminish our ability to make payments on our indebtedness. However, the court dismissed all of these proceedings in March 2005 on the grounds of inadmissibility. The dismissal has been appealed.

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

Based upon the information as available, the outcome of the foregoing proceedings cannot be predicted with certainty.

Other Matters

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

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The information called for by Item 2 is omitted pursuant to General Instruction (H)(2)(b) to Form 10-Q (Omission of Information by Certain Wholly Owned Subsidiaries).

Item 3.    Defaults Upon Senior Securities

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

Item 4.    Submission of Matters to a Vote of Security Holders

The information called for by Item 4 is omitted pursuant to General Instruction (H)(2)(b) to Form 10-Q (Omission of Information by Certain Wholly Owned Subsidiaries).

Item 5.    Other Information

None.

Item 6.    Exhibits

Exhibit Number				Description
3.1				Certificate of Formation of Registrant (incorporated by reference to Exhibit 3.3 to the Form S-4 filed with the SEC on February 7, 2005 (the "Form S-4"))
3.2				Limited Liability Company Agreement of Registrant (incorporated by reference to Exhibit 3.4 to the Form S-4)
4.1				Indenture, dated as of June 8, 2004, among BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd. 2 and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 of Celanese Corporation filed with the SEC on November 3, 2004 (the "Form S-1"))
4.2				Registration Rights Agreement, dated as of June 3, 2004, among BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd 2, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Banc of America Securities LLC as representatives of the initial purchasers (incorporated by reference to Exhibit 4.2 to the Form S-4)
4.3				Registration Rights Agreement, dated as of July 1, 2004, among BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd. 2, Morgan Stanley & Co. Incorporated and Banc of America Securities LLC (incorporated by reference to Exhibit 4.3 to the Form S-4)
4.4				Supplemental Indenture, dated as of October 5, 2004, among BCP Crystal US Holdings Corp., BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd. 2 and The Bank of New York, as trustee (incorporated by reference to the Exhibit 10.16 to Form S-1)
4.5				Supplemental Indenture, dated as of October 5, 2004, among BCP Crystal US Holdings Corp., the New Guarantors and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.17 to the Form S-1)
10.1				Amended and Restated Credit Agreement dated as of January 26, 2005 among BCP Crystal US Holdings Corp., Celanese Holdings LLC, Celanese Americas Corporation, certain other subsidiaries from time to time party thereto as a borrower, the lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc. and Banc of America Securities LLC, as joint book runners, Morgan Stanley Senior Funding, Inc., as syndication agent, and Bank of America, N.A., as documentation agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-32410) filed with the SEC on February 1, 2005)
12				Computation of ratio of earnings to fixed charges (filed herewith)
31.1				Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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Exhibit Number				Description
31.2				Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1				Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2				Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

PLEASE NOTE: It is inappropriate for readers to assume the accuracy of, or rely upon any covenants, representations or warranties that may be contained in agreements or other documents filed as Exhibits to, or incorporated by reference in, this Quarterly Report. Any such covenants, representations or warranties may have been qualified or superseded by disclosures contained in separate schedules or exhibits not filed with or incorporated by reference in this Quarterly Report, may reflect the parties' negotiated risk allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, and may not be true as of the date of this Quarterly Report or any other date and may be subject to waivers by any or all of the parties. Where exhibits and schedules to agreements filed or incorporated by reference as Exhibits hereto are not included in these exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				CELANESE HOLDINGS LLC
				By:				/s/ David N. Weidman
								Name:    David N. Weidman Title:   President and Chief Executive Officer Date:   May 16, 2005
				By:				/s/    Corliss J. Nelson
								Name:    Corliss J. Nelson Title:   Vice President and Chief   Financial Officer   (Principal Financial and Accounting   Officer) Date:   May 16, 2005

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