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White Paper

Celanese Equity
and Cost Investments




May 2006
TAB L E O F CO N T EN T S                                                                                                                    2




                   Table of Contents

                   Disclaimers ......................................................................................................... 3


                   Overview and Value Proposition ....................................................................... 5


                   Affiliate Overview ............................................................................................ 10


                   Key Financial Data ........................................................................................... 18


                   Accounting for Equity and Cost Investments ................................................. 22
D IS CL AI M ER S                                                                                                          3




                    Disclaimers
                    Celanese Corporation (the “Company”) is providing the financial information contained herein
                    for informational purposes only. Certain financial information appearing in this White Paper
                    has not been audited and is identified as such. Such unaudited financial information is based on
                    internal financial data furnished to management and should not be taken as representative of
                    the Company’s future consolidated results of operations or financial position. Such unaudited
                    financial information should be considered in combination with our audited financial state-
                    ments. While the Company believes that the financial information disclosed herein is accurate
                    as of the dates presented, the Company in no way guarantees that such information is complete
                    or accurate, does not assume any obligation to update or correct such information and explicitly
                    disclaims any duty to do so.


                    Forward-Looking Statements

                    This White Paper may contain “forward-looking statements,” which include information
                    concerning the Company’s plans, objectives, goals, strategies, future revenues or performance,
                    capital expenditures, financing needs and other information that is not historical information.
                    When used in this White Paper, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,”
                    “intends,” “believes,” and variations of such words or similar expressions are intended to identify
                    forward-looking statements. All forward-looking statements are based upon current expectations
                    and beliefs and various assumptions. There can be no assurance that the Company will realize
                    these expectations or that these beliefs will prove correct.

                    There are a number of risks and uncertainties that could cause actual results to differ materially
                    from the forward-looking statements contained in this White Paper. Numerous factors, many
                    of which are beyond the Company’s control, could cause actual results to differ materially from
                    those expressed as forward-looking statements. Certain of these risk factors are discussed in the
                    Company’s Annual Report on Form 10K. Any forward-looking statement speaks only as of the
                    date on which it is made, and the Company undertakes no obligation to update any forward-
                    looking statement to reflect events or circumstances after the date on which it is made or to
                    reflect the occurrence of anticipated or unanticipated events or circumstances.


                    Successor

                    Represents our audited consolidated financial position as of December 31, 2005 and 2004 and its
                    audited consolidated results of operations and cash flows for the year ended December 31, 2005
                    and the nine months ended December 31, 2004. These consolidated financial statements reflect
                    the application of purchase accounting, described below, relating to the original acquisition of
                    Celanese AG (“CAG”) and purchase price accounting adjustments relating to the acquisitions of
                    Vinamul, Acetex and additional CAG shares acquired during the year ended December 31, 2005.
D IS CL AI M ER S                                                                                                     4




                    Predecessor

                    Represents CAG’s audited consolidated results of operations and cash flows for the year ended
                    December 31, 2003, its audited interim consolidated results of operations and cash flows for the
                    three months ended March 31, 2004, and its unaudited interim consolidated results of operations
                    and cash flows for the three months ended March 31, 2003 and the nine months ended Decem-
                    ber 31, 2003. 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.
                    Furthermore, the Successor and the Predecessor have different accounting policies with respect
                    to certain matters.


                    Combined

                    Combined results represent a combination of the Predecessor for the three months ended March
                    31, 2004 and the Successor for the nine months ended December 31, 2004. The combined presen-
                    tation is not in accordance with U.S. GAAP and is presented for the convenience of the reader.
Overview and Value Proposition
OV ER V I E W A N D VALU E PR O P OSI T I O N                                                                            6




                    Overview and Value Proposition
                    Equity and cost investments have played an integral role in Celanese’s strategy for growth and
                    expansion of its global reach. These investments have not only provided the company’s core busi-
                    nesses with a large presence in Asia and the Middle East, but have also contributed significantly
                    to earnings and cash flow. Many of these investments are long-standing ventures, one of which
                    dates back as far as the 1960s. The ventures have sizeable operations and are major players in
                    their markets.

                    In 2005, the ventures paid a total of $154 million in cash dividends, adding $150 million in earn-
                    ings to the company. Total sales for the equity investments in 2005 increased 6% to $3 billion,
                    of which about $1.3 billion was Celanese’s pro rata share based on ownership percentage. Net
                    earnings for equity investments increased 14% to a total of $138 million, of which Celanese’s pro
                    rata share was $61 million. Cash dividends from cost investments totaled $89 million in 2005, an
                    increase of 141% versus 2004.

                    Equity and cost investments create value for the company in four unique ways:
                     ≥ They have a history of strong, sustainable financial performance
                     ≥ They are in the growth geographies of the world
                     ≥ They have a proven track record of delivering growth
                     ≥ They create the knowledge and capability to allow for future direct investments.




                    Strong Operating Performance

                    Strong operating performance, prudent capital investment programs and strict cash management
                    and debt policies all contribute to the Celanese equity and cost investments’ formula for value
                    creation.

                    The $154 million in cash dividends received by Celanese in 2005 do not include the dividends
                    of the Acetate business segment’s cost investments in China. During 2005, the dividends paid
                    by these China ventures were reinvested to double production capacity in China. With the
                    expansion of tow production already complete, dividend payments will resume in 2006 and are
                    expected to be between $15 and $20 million for the year. By 2007, after these expansions are
                    completed, dividend payments are expected to increase at a level of approximately $30 million
                    per year.

                    Significant Contribution to Income and Cash Flow

                                                                      Cash Flow
                    Income Statement
                                                                      in US $ million
                    in US $ million




                                                                          p Other Distributions - Equity Investments
                       p Equity Earnings
                                                                          p Dividends - Cost Investments
                       p Dividends - Cost Investments
                                                                          p Dividends - Equity Investments
OV ER V I E W A N D VALU E PR O P OSI T I O N                                                                                                                                  7




                     Correct Geography

                     The majority of Celanese’s equity and cost investments are located in Asia – perhaps the region
                     of the world with the greatest growth position today. With its local partners, Celanese has estab-
                     lished long-standing relationships in the fastest growing regions of the world. Knowledge of the
                     market and access to key customers are just two of the advantages a strong, local partner brings
                     to the ventures – minimizing the risks associated with global expansion.

                     Investments Expand our Global Presence

                                                                                                                                                         Korea Engineering
                                                                                                                                                         Plastics
                                                                                                                                                         Seoul, Korea
                                                                             European Oxo JV
                                                                             Oberhausen,
                                                                             Germany                                                                     Polyplastics
                                                                                                                                                         Tokyo, Japan (HQ)
                                                                                                                                                         Fuji City, Japan

                                                                                               Nantong Cellulose Fibers Co.
                                                                                                                                                         Polyplastics JV
                                                                                               Nantong, China
                                                                                                                                                         (WinTech Polymer)
                                                                                                                                                         Matsuyama, Japan
                Fortron Industries
                                                                  National Methanol Co.
                Wilmington, N.C.
                                                                  Al Jubail, Saudi Arabia
                                                                                                                                                         Polyplastics JV
                                                                                                                                                         (PTM Eng. Plastics)
                                                                                                                                                         Nantong, China
                                                                                                    Zhuhai Fibers Co.
                                                                                                    Zhuhai, China

                                                                                                                                                         Polyplastics JV
                                                                                                                                                         (Taiwan)
                                                                                                      Kunming Fibers Co.
                                                                                                                                                         Kaohsiung, Taiwan
                                                                                                      Kunming, China


                                                                                                                                                         Polyplastics
                                                                                                                                                         Kuantan, Malaysia

                                                                                                         Ticona
                                                                                                         Chemical Products
                                                                                                         Acetate



                     Track Record of Growth

                     Collectively, the Celanese equity investments have grown revenues by 6% CAGR net of foreign
                     exchange. Buoyed by strong local economies and deep customer relationships, the ventures con-
                     tinue to grow at rates exceeding local GDP. Polyplastics, Celanese’s venture with Daicel, started
                     out in the 1960s as a Japanese based company and has since expanded its operations throughout
                     Asia over the years to include Taiwan, Malaysia and now China. Celanese has dedicated resources
                     in place to provide ongoing technological, operational, and commercial support.

                     Celanese Equity Investments*
                     Sales growth 2000-2005 (% change vs. 2000)




                                                                                                                 *includes European Oxo as of Q4, 2003
OV ER V I E W A N D VALU E PR O P OSI T I O N                                                                                             8




                    Celanese’s investments can be grouped in two basic categories: Operational and Other.
                    Our Operational investments include:

                        Polyplastics
                      ≥

                        Korea Engineering Plastics
                      ≥
                      ≥ Fortron Industries
                      ≥ China Acetate Ventures
                      ≥ European Oxo
                      ≥ National Methanol.


                    In the Other category, Celanese has investments in various InfraServ companies in Germany.
                    Hoechst AG, as part of the Hoechst AG breakup, created several site support service companies
                    (InfraServs) in the late 1990’s in order to manage the production site services for the various
                    tenants. As part of the spin-off in 1999, Celanese obtained a share in these companies at its
                    operational sites.


                    Major Joint Ventures
                    Operational                   Location       Ownership   Accounting   Partner(s)           Description
                    Investments                                              Method

                    5 Chemical Products

                      National Methanol           Saudi Arabia   25 %        Cost         SABIC/CTE            Methanol production
                      Company - (Ibn Sina)                                                Petrochemicals

                      European Oxo GmbH           Germany        50 %        Equity       Degussa AG           European propylene based
                                                                                                               oxo chemicals business

                    5 Technical Polymers Ticona

                      Korea Engineering           Korea          50 %        Equity       Mitsubishi Gas       POM
                      Plastics Co., Ltd. (KEP)                                            Chemical Co., Inc.

                      Polyplastics Co., Ltd.      Japan          45 %        Equity       Daicel Chemical      POM
                                                                                          Industries Ltd.

                                                                                          Kureha Chemical
                      Fortron Industries          U.S.           50 %        Equity                            PPS
                                                                                          Industries

                    5 Acetate Products

                      Kunming Cellulose           China          30 %        Cost         China National       Acetate tow production
                      Fibers Co. Ltd.                                                     Tobacco Corp.

                      Nantong Cellulose           China          31 %        Cost         China National       Acetate tow and flake
                      Fibers Co. Ltd.                                                     Tobacco Corp.        production

                      Zhuhai Cellulose            China          30 %        Cost         China National       Acetate tow production
                      Fibers Co. Ltd.                                                     Tobacco Corp.


                    Other Investments

                      InfraServ Hoechst           Germany        31 %        Equity       Clariant, Aventis    Site services
                      GmbH

                      InfraServ Gendorf           Germany        39 %        Equity       Clariant, Aventis    Site services
                      GmbH

                      InfraServ Knapsack          Germany        28 %        Equity       Clariant, Aventis    Site services
                      GmbH

                      InfraServ Wiesbaden GmbH    Germany         8%         Cost         Clariant, Aventis    Site services
OV ER V I E W A N D VALU E PR O P OSI T I O N                                                                          9




                    Operating EBITDA

                    Operating EBITDA, a non-GAAP performance measure for Celanese, takes operating profit
                    and adds equity in net earnings from affiliates, income from cost investments, depreciation and
                    amortization, and certain adjustments not indicative of underlying business results.

                    While operating EBITDA includes net earnings from equity affiliates, it does not include the
                    proportional EBITDA above the equity affiliates’ net earnings. As a result, the true underlying
                    strength of the equity affiliate franchises is not well represented. As shown on page 21, adding
                    depreciation and amortization to operating profit shows the equity affiliates’ total contribution.
                    This “hidden value,” as illustrated below, reflects the true strength of the equity affiliates.

                    Hidden Value through Equity Affiliates
                    Earnings and Proportional EBITDA of Equity Affiliates

                    in $ millions
                    160
                    140
                    120                                              Not included in
                                                                    Operating EBITDA          Total proportional
                    100          Proportional EBITDA
                                                                                              EBITDA from
                                   above Earnings
                     80
                                                                                              Equity Affiliates
                                    (Hidden Value)
                     60
                                                                      Included in
                     40
                                                                    Operating EBITDA
                     20
                          Earnings from Equity Affiliates
                      0
                          2003          2004              2005             2006        2007

                                       Proportional EBITDA reflects true value
M A J O R E Q U I T Y I N V E S T M EN T S                       10




                                             Affiliate Overview
A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S                                                  11




                      Polyplastics Co., Ltd.
                      C O M PA N Y AT A G L A N C E :

                      Polyplastics is a joint venture between Daicel Chemical Industries Ltd., Japan (55 %), and Ticona
                      (45 %). Polyplastics is a leading Asian supplier of engineering polymers with annual consolidated
                      sales in 2005 of 87 billion Yen. Polyplastics has fully owned production facilities in Fuji City,
                      Japan and Kuantan, Malaysia. In addition, Polyplastics has JV production facilities in Kaohsiung,
                      Taiwan (Polyplastics Taiwan), Nantong, China (PTM Engineering Plastics) and in Matsuyama,
                      Japan (WinTech Polymer). Polyplastics has major affiliates in Japan, Malaysia, Singapore, Hong
                      Kong, Thailand, China and Taiwan.

                      The Polyplastics Group has been active for over 40 years in Japan and elsewhere in Asia as a lead-
                      ing company in the engineering plastics field. Polyplastics is a specialized producer and marketer
                      of high performance resins and is a leader in product and application development.

                      Polyplastics’ strategy is to maintain its leadership position in high performance engineering
                      resins in Asia, and invest to grow with Asian market demand.


                      F O U N D AT I O N :

                      Operational since 1964
                      CELANESE OWNERSHIP:

                      45 %
                      CELANESE SEGMENT:

                      Technical Polymers Ticona
                      HEADQUARTERS:

                      Tokyo, Japan
                      EMPLOYEES:

                      Approximately 1,500 people
                      PRODUCTS:

                      Polyacetal (POM), polyphenylene sulfide (PPS), polybutylene terephthalate (PBT), liquid crystal
                      polymer (LCP), transparent resin cyclo-olefin copolymer (COC)
                      P R O D U C T I O N L O C AT I O N ( S ) :

                      Japan: Fuji, Matsuyama; Malaysia: Kuantan; Taiwan: Kaohsiung; China: Nantong
                      EXECUTIVE BOARD:

                      President: Y. Komura
                      WEBSITE:

                      www.polyplastics.com
A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S                                                12




                      Korea Engineering Plastics Co., LTD
                      C O M PA N Y AT A G L A N C E :

                      Korea Engineering Plastics (KEP) is a joint venture between Ticona (50 %), Mitsubishi Gas
                      Chemical (40 %), and Mitsubishi Corporation (10 %). The company was established in 1987.
                      KEP is the market leader of polyacetal in South Korea and markets polyacetal globally. KEP has
                      polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon
                      in Pyongtaek, South Korea, and is a joint venture partner in the PTM Engineering Resins plant in
                      Nantong, China.

                      KEP’s strategy is to continue high profitability through productivity and value oriented market-
                      ing activities. This includes maintaining market leadership in South Korea and growing with the
                      polyacetal market globally.


                      F O U N D AT I O N :

                      Operational since 1987
                      CELANESE OWNERSHIP:

                      50 % (originally purchased in 1999 by Celanese AG)
                      CELANESE SEGMENT:

                      Technical Polymers Ticona
                      HEADQUARTERS:

                      Seoul, South Korea
                      EMPLOYEES:

                      Approximately 170 people
                      PRODUCTS:

                      POM, PBT and Nylon compounding
                      P R O D U C T I O N L O C AT I O N ( S ) :

                      Ulsan, Korea; Pyongtaek, Korea
                      EXECUTIVE BOARD:

                      President: Choi, Dong-Geon; CFO: Bae, Tae-Youn
                      WEBSITE:

                      www.kepital.com
A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S                                              13




                      Fortron Industries
                      C O M PA N Y AT A G L A N C E :

                      Fortron Industries is a general partnership between Ticona Fortron Inc. (50 % ownership and a
                      wholly-owned subsidiary of CNA Holdings, Inc.) and Kureha KPS, Inc. (50 % ownership and a
                      wholly-owned subsidiary of Kureha Chemical Industry Co., Ltd). The partnership was organized
                      in the state of North Carolina for the purpose of manufacturing PPS (polyphenylene sulfide) and
                      selling PPS and compounded materials with PPS outside of Japan.

                      This venture combines the sales, marketing, distribution, compounding, and manufacturing
                      expertise of Celanese with the PPS polymer technology expertise of Kureha.

                      Fortron Industries’ strategy has three key elements:
                        ≥ Sustainable growth and margin improvement
                        ≥ Secure and favorable raw material positioning
                        ≥ Positioning Fortron Industries as a main player for capacity growth to meet global demand.


                      Volume, revenue and margin growth have been strong and consistent (with the exception of the
                      industry-wide downturn in 2000-2002) with sustained strong EBITDA performance. Key raw
                      materials are under long-term contracts at advantaged rates, leveraging Celanese procurement
                      wherever possible. Fortron Industries is currently finalizing expansion plans, which will be
                      required to meet its growth needs for the future 2-5 years.



                      F O U N D AT I O N :

                      Operational since 1992
                      CELANESE OWNERSHIP:

                      50 %
                      CELANESE SEGMENT:

                      Technical Polymers Ticona
                      HEADQUARTERS:

                      Wilmington, NC, USA
                      EMPLOYEES:

                      Approximately 60 people
                      PRODUCTS:

                      PPS
                      P R O D U C T I O N L O C AT I O N ( S ) :

                      Wilmington, NC, USA
                      EXECUTIVE BOARD:

                      President: Fred Daniell; CFO: Sydney Ingle
A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S                                               14




                      European Oxo GmbH
                      C O M PA N Y AT A G L A N C E :

                      European Oxo is a joint venture combining the assets of the propylene-based oxo chemicals divi-
                      sions of Celanese AG and Degussa AG (Oxeno). The company, one of the leading manufacturers
                      of Oxo chemicals in Europe, focuses primarily on European markets, but has activities globally.

                      The customer base consists of international conglomerates as well as mid-size companies in the
                      chemicals industry, which produce paints and coatings, adhesives and PVC, as well as flavors and
                      fragrances.

                      The company continues to focus on improving profitability with efficiency improvements and
                      capacity reduction to reflect market demand. The 2005 shutdown of the Marl Butanol unit is one
                      example.



                      F O U N D AT I O N :

                      Operational since October 1, 2003
                      CELANESE OWNERSHIP:

                      50 %
                      CELANESE SEGMENT:

                      Chemical Products
                      HEADQUARTERS:

                      Oberhausen, Germany
                      EMPLOYEES:

                      Approximately 230 people
                      PRODUCTS:

                      The company manufactures propylene based Oxo products, such as Butyraldehydes, Butanols,
                      2-Ethylhexanol, DOP, Butyl Acetates and Carboxylic Acids.
                      P R O D U C T I O N L O C AT I O N ( S ) :

                      Oberhausen and Marl, Germany
                      EXECUTIVE BOARD:

                      Dr. Martina Flöel, Dr. Rainer Fretzen
A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S                                           15




                      InfraServs
                      C O M PA N Y AT A G L A N C E :

                      Celanese holds ownership interest in several InfraServ Groups located in Germany: InfraServ
                      Hoechst (31 %), InfraServ Gendorf (39 %), InfraServ Knapsack (28 %) and InfraServ Wiesbaden
                      (8 %, cost investment). The InfraServs own and develop industrial parks and provide on-site
                      general and administrative support to tenants.


                      F O U N D AT I O N :

                      1999
                      CELANESE OWNERSHIP:

                      Varied – see above
                      CELANESE SEGMENT:

                      Other Activities
                      HEADQUARTERS:

                      Hoechst, Gendorf, Knapsack, Germany
                      EMPLOYEES:

                      Approximately 6,000 people
                      PRODUCTS:

                      Site services
                      EXECUTIVE BOARD:

                      Juergen Vormann, Managing Director
                      Roland Mohr, Managing Director
                      WEBSITES:

                      Hoechst: www.infraserv.com
                      Gendorf: www.infraserv.gendorf.de
                      Knapsack: www.infraserv-knapsack.de
A FFI L I AT E OV ER V I E W – M A J O R COS T I N V E S T M EN T S                                                    16




                     National Methanol Co. (Ibn Sina)
                     C O M PA N Y AT A G L A N C E :

                     With production facilities in Saudi Arabia, National Methanol Co. represents 2 % of the world’s
                     methanol production capacity and is the world’s eighth largest methanol producer of methyl
                     tertiary-butyl ether (MTBE). Methanol and MTBE are key global commodity chemical products.

                     Celanese owns a 25 % interest in National Methanol Co. The Saudi Basic Industries Corporation
                     (SABIC) holds 50 % and CTE (owned 50 % by Duke Energy International and 50 % by Celanese)
                     owns the remainder. SABIC has responsibility for all product marketing.


                     F O U N D AT I O N :

                     Operational since early 1980’s
                     CELANESE OWNERSHIP:

                     25 %
                     CELANESE SEGMENT:

                     Chemical Products
                     HEADQUARTERS:

                     Al Jubail, Saudi Arabia
                     EMPLOYEES:

                     Approximately 300 people
                     PRODUCTS:

                     MeOH, MTBE
                     P R O D U C T I O N L O C AT I O N :

                     Al Jubail, Saudi Arabia
                     EXECUTIVE BOARD:

                     President: Abdulrahman Al-Garawi
A FFI L I AT E OV ER V I E W – M A J O R COS T I N V E S T M EN T S                                                     17




                     Celanese Acetate China Ventures
                     C O M PA N I E S AT A G L A N C E :

                     Celanese holds an approximate 30 % ownership interest (50 % board representation) in three
                     separate acetate production ventures in China. In each instance, Chinese state-owned entities
                     control the remainder. The terms of each of these joint ventures expire in January 2020.

                     With an estimated 30 % share of the world’s cigarette production and consumption, China is the
                     world’s largest and fastest growing market for acetate tow products. In combination, these ven-
                     tures represent the market leader in Chinese domestic acetate production and are well positioned
                     in the Chinese cigarette market.

                     In March 2003, Celanese and its partners agreed to expand the manufacturing facilities at all
                     three joint ventures in China. We expect that these expansions will be completed during 2007.
                     The ventures expect to fund the required investments from operating cash flows.



                     F O U N D AT I O N :

                     Operational since 1989 (Nantong Cellulose Fibers Company, Ltd.) and 1994 (Kunming Cellulose
                     Fibers Company, Ltd. and Zhuhai Cellulose Fibers Company, Ltd.)
                     CELANESE OWNERSHIP:

                     Approximately 30 %
                     CELANESE SEGMENT:

                     Acetate Products
                     EMPLOYEES:

                     Approximately 1,500 people
                     PRODUCTS:

                     Flake (Nantong Cellulose Fibers Company, Ltd.), Tow (All)
                     P R O D U C T I O N L O C AT I O N S :

                     Nantong, Kunming and Zhuhai, China
                     EXECUTIVE BOARD:

                     Chairman, President: Bian Youlon
M A J O R E Q U I T Y I N V E S T M EN T S                        18




                                             Key Financial Data
K E Y FI NAN CIAL DATA                                                                                                                                                             19




                            Key Financial Data
                            During 2005, Celanese received $66 million in dividends and other distributions from equity
                            investments. Our total investment in equity affiliates decreased from $600 million to $555 million
                            at the end of 2005. Celanese equity in net earnings of affiliates amounted to $61 million in 2005, up
                            from $48 million in 2004. Polyplastics, Fortron and KEP mostly contributed to the strong perfor-
                            mance, as these Ticona segment ventures continue to experience solid growth, especially in Asia.


Affiliates Investment Summary
                                                                                                                                                             Dividends and other
                                          Ownership Percentage             Carrying Value                        Share of Earnings (Loss)                        Distributions
in US $ million, except for percentages

                                                 Successor                    Successor                   Successor                   Predecessor             Celanese’s Share
                                                                                                                 Nine Months
                                                As of          As of         As of          As of   Year Ended         Ended   Three Months     Year Ended
                            Segment       12/31/2005     12/31/2004    12/31/2005     12/31/2004    12/31/2005    12/31/2004     03/31/2004     12/31/2003       2005            2004

European Oxo GmbH           Chemical          50.0%           50.0%            13              3           10            (5)            (3)            (2)         —               —
                            Products

Fortron Industries          Ticona            50.0%           50.0%            57             58           11             6                 2           4         13                4

Korea Engineering           Ticona            50.0%           50.0%          146            155            14            11                 3           8         18                5
Plastics Co., Ltd

Polyplastics Co., Ltd       Ticona            45.0%           45.0%          179            202            24            17                 7          15         23               14

InfraServ GmbH & Co.        Other             39.0%           39.0%            23             25            4             3                 1           1           3               1
Gendorf KG

InfraServ GmbH & Co.        Other             31.2%           31.2%          115            134             7             5                 2           9           9              10
Höchst KG

InfraServ GmbH & Co.        Other             28.2%           27.0%            17             20            1             1             —               1           2               1
Knapsack KG

Other                       Various         Various          Various            5              3          (10)           (2)            —              (1)        (2)               3

Total                                                                        555            600            61            36             12             35         66               38
K E Y FI NAN CIAL DATA                                                                                                               20




                 Cost investments in 2005 generated $89 million for Celanese, mostly due to National Methanol
                 Company. Dividends from the Acetate China Ventures remained low as available earnings are
                 reinvested to finance the expansion currently underway. After completion of the expansions in
                 2007, dividends from the China Ventures are expected to once again be a significant part of the
                 total dividends from cost investments for Celanese.

                 Cost Investment Summary


                 in US $ million,
                                           Ownership Percentage            Carrying Value                 Dividends
                 except for percentages

                                                  Successor                   Successor                   Successor
                                                                                                             3 Months     9 Months
                                                 As of         As of         As of         As of                Ended        Ended
                                           12/31/2005    12/31/2004    12/31/2005    12/31/2004    2005    03/31/2004   12/31/2004

                 National Methanol             25.0%          25.0%            54            54     80             3           24
                 Company - (Ibn Sina)

                 Kunming Cellulose             30.0%          30.0%            15            15      1             –            –
                 Fibers Co. Ltd

                 Nantong Cellulose             31.0%          31.0%            77            77      –             –            3
                 Fibers Co. Ltd

                 Zhuhai Cellulose Fibers       30.0%          30.0%            15            15      1             –            1
                 Co. Ltd

                 InfraServ GmbH & Co.           8.0%          18.0%            13            22      2             3            4
                 Wiesbaden KG

                 Other                              –             –            46            50      5             –            1

                 Total                              –             –          220            233     89             6           33



                 Equity investments have significantly contributed to Celanese over the years. The cash position in
                 the investments collectively exceeds the total debt level. In 2005, Celanese’s share of operating profi t
                 was $98 million and its share of depreciation and amortization was $61 million.
K E Y FI NAN CIAL DATA                                                                                                                                    21




                 Summary – Equity Investments

                 in US $ million (unaudited)                                                                                          2003
                                                                        2005                           2004

                                                                               Celanese’s                     Celanese’s                     Celanese’s
                                                            Total Results          Share    Total Results         Share    Total Results         Share

                 Net Sales                                           3,028         1,252           2,849          1,163           2,134            824

                 Depreciation and Amortization                        154             61             134             52             131             51

                 Operating Profit (Loss)                               228             98             183             78             141             58



                 Net Earnings                                         138             61             121             48              85             35



                 Dividends Received                                                   62                             37                             23

                 Other Distributions                                                   4                              1                               -



                 Cash and Cash Equivalents                            204             87             258            118             189             86

                 Long and Short Term Debt                             221             94             212             95             183             83

                 Net Debt                                             (17)            (7)             46             23               5              4



                 Capital Expenditures                                 125             48             189             74             139             50



                 Summary – Total Dividends and Other Distributions

                 Cost Investments                                                     89                             39                             53

                 Equity Investments                                                   65                             38                             23

                 Total                                                               154                             77                             76




                 The fiscal year end for all ventures is December 31. All line items as presented in the table above
                 represent the amounts recorded by the ventures based on local generally accepted accounting
                 principles and, with respective to Celanese’s share, are computed in proportion to our ownership.
                 These amounts are not included in the items reported by the Successor and the Predecessor with
                 the exception of net earnings, which is reported as reflected on page 19 of this document.
Accounting for Equity and Cost Investments
ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S                                                       23




                     Accounting for Equity and Cost Investments
                     Equity Investments

                     Equity accounting is required when the investor typically has 20-50 % ownership with the ability
                     to exercise significant influence over the operating and financial policies of the investee, but does
                     not exercise control.

                     Celanese equity investments are classified as and included in “Investments” in the consolidated
                     balance sheet. Celanese share of earnings (losses) in the equity investments are classified as
                     “Equity in Net Earnings of Affiliates” in the consolidated statement of operations.

                     Dividends received from equity investments have no effect in the consolidated statement of
                     operations; rather they reduce the carrying value of the investment. The Celanese consolidated
                     statements of cash flows include the cash flow effect of the dividends. Since the consolidated
                     cash flow is based on Celanese net earnings, the equity in net earnings of affiliates (which are
                     non-cash) must be eliminated and dividends included. The net impact of the elimination of the
                     equity in net earnings of affiliates and addition of dividends is included as “Change in equity of
                     affiliates” in the consolidated statement of cash flows.


                     Cost Investments

                     Accounting for investments under the cost method is required when the investor has typically
                     less than 20 % ownership and cannot exercise significant influence over operating and financial
                     policies of the investee. Celanese has ownership greater then 20 % in four affiliates which are
                     accounted for as cost investments because Celanese does not have the ability to exercise signifi-
                     cant influence over their operating and/or financial policies due to reasons such as inability to be
                     involved in day to day operations, country risk, etc. These investments are:

                           Saudi Methanol Co. (Ibn Sina) – 25 % ownership
                       ≥

                           China Acetate Ventures (3) – approximately 30 % ownership
                       ≥


                     Celanese cost investments are classified and included in “Investments” on the consolidated
                     balance sheet. Earnings of cost investments have no effect on Celanese consolidated statement of
                     operations. Dividends received from the cost investments are recorded in the Celanese consoli-
                     dated statement of operations as “Other Income, net”. The Celanese consolidated statements of
                     cash flows include the cost investments dividends in “Net earnings (loss)”.
ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S                                                                                  24




                        Celanese Corporation and Subsidiaries Consolidated Statements of Operations


                                                                                    Successor                             Predecessor
                        in US $ million

                                                                              Year Ended        9 Months Ended   3 Months Ended         Year Ended
                                                                              12/31/2005            12/31/2004       03/31/2004         12/31/2003

                        Net sales                                                 6,070                 3,744            1,218              4,485

                        Cost of sales                                            (4,773)               (3,026)            (983)            (3,795)

                        Gross margin                                              1,297                   718              235                690

                        Selling, general and administrative                       (562)                  (497)            (136)             (504)
                        expenses

                        Research and development expenses                           (91)                  (67)             (23)               (89)

                        Special (charges) gains:

                          Insurance recoveries associated with                       34                     1                 -               107
                          plumbing cases

                          Sorbates antitrust matters                                   -                     -                -               (95)

                          Restructuring, impairment and                           (107)                   (83)             (28)               (17)
                          other special (charges) gains

                        Foreign exchange gain (loss), net                              -                   (3)                -                (4)

                        Gain (loss) on disposition of assets, net                   (10)                    3               (1)                 6

    Celanese’s               Operating profit                                        561                    72               47                 94
    share of earnings
                        Equity in net earnings of affiliates                          61                    36               12                 35
    (loss) of equity
    investments
                        Interest expense                                          (387)                  (300)              (6)               (49)

    Dividends from      Interest income                                              38                    24                5                 44
    costs investments
                        Other income (expense), net                                  89                   (12)               9                 48
    are recorded in
    this line item
                             Earnings (loss) from continuing operations             362                  (180)              67                172
                             before tax and minority interests

                        Income tax provision                                        (57)                  (70)             (15)               (45)

                             Earnings (loss) from continuing operations             305                  (250)              52                127
                             before minority interests

                        Minority interests                                          (37)                   (8)                -                  -

                             Earnings (loss) from continuing operations             268                  (258)              52                127

                        Earnings (loss) from discontinued operations:

                          Earnings (loss) from operation of discontinued              9                     5                 -                23
                          operations

                          Gain (loss) on disposal of discontinued                      -                   (1)              14                  7
                          operations

                          Income tax benefit                                            -                    1               12                 (8)

                             Earnings (loss) from discontinued                        9                     5               26                 22
                             operations

                        Cumulative effect of changes in accounting                     -                     -                -                (1)
                        principles, net of income tax of $1 million in 2003

                        Net earnings (loss)                                         277                 (253)               78                148
ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S                                                                                  25




                        Excerpt from Celanese Corporation and Subsidiaries Consolidated Balance Sheet


                                                                                                                      Successor
                        in US $ million

                                                                                                          As of 12/31/2005        As of 12/31/2004

                        Assets

                        Current assets:

                          Cash and cash equivalents                                                                   390                     838

                          Receivables:

                             Trade receivables, net                                                                   918                     843

                             Other receivables                                                                        480                     670

                          Inventories                                                                                 661                     604

                          Deferred income taxes                                                                        37                      71

                          Other assets                                                                                 91                      86

                          Assets of discontinued operations                                                             2                      39

                        Total current assets                                                                        2,579                   3,151
           Equity and
    Cost Investments      Investments                                                                                 775                     833
       included here
                          Property, plant and equipment, net                                                        2,040                   1,702

                          Deferred income taxes                                                                       139                      54

                          Other assets                                                                                482                     523

                          Goodwill                                                                                    949                     747

                          Intangible assets, net                                                                      481                     400

                        Total assets                                                                                7,445                   7,410



                        Liabilities and Shareholders’ Equity (Deficit)

                        Current liabilities

                          Short-term borrowings and current installments of                                           155                     144
                          long-term debt – third party and affiliates

                          Trade payables – third party and affiliates                                                  810                     716

                          Other current liabilities                                                                   784                     888

                          Deferred income taxes                                                                        36                      20

                          Income taxes payable                                                                        225                     214

                          Liabilities of discontinued operations                                                        3                      13

                        Total current liabilities                                                                   2,013                   1,995

                        Long-term debt                                                                              3,282                   3,243

                        Deferred income taxes                                                                         285                     256

                        Benefit obligations                                                                          1,126                   1,000

                        Other liabilities                                                                             440                     510

                        Minority interests                                                                             64                     518

                        Commitments and contingencies

                        Shareholders’ equity (deficit):

                          Preferred stock, $0.01 par value, 100,000,000 shares authorized and 9,600,000                  -                       -
                          issued and outstanding as of December 31, 2005

                          Series A common stock, $0.0001 par value, 400,000,000 shares authorized and                    -                       -
                          158,562,161 and 0 shares issued and outstanding as of December 31, 2005 and
                          2004, respectively

                          Series B common stock, $0.0001 par value, 100,000,000 shares authorized and                    -                       -
                          0 and 99,377,884 shares issued and outstanding as of December 31, 2005 and
                          2004, respectively

                          Additional paid-in capital                                                                  337                     158
ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S                                                                                    26




                          Excerpt from Celanese Corporation and Subsidiaries Consolidated Statements of Cash Flows


                                                                                           Successor                        Predecessor
                          in US $ million

                                                                                     Year Ended    9 Months Ended   3 Months Ended        Year Ended
                                                                                     12/31/2005        12/31/2004       03/31/2004        12/31/2003

                          Operating activities
    Includes cost divi-
    dends and equity
                            Net earnings (loss)                                            277              (253)              78               148
    in net earnings of
    affiliates               Cumulative effect of changes in accounting principles             -                 -                -                1

                          Adjustments to reconcile net earnings (loss) to net cash
                          provided by (used in) operating activities:

                            Special (charges) gains, net of amounts used                    30                47               20                91

                            Stock based compensation                                          -                 -               2                65

                            Depreciation                                                   218               140               67               271

                            Amortization of intangible and other assets                     68                41                3                18

    Primarily reflects       Amortization of deferred financing fees                          41                98                 -                 -
    cash dividends less
                            Change in equity of affiliates                                    5               (14)               4               (12)
    equity in net earn-
    ings of affiliates
                            Deferred income taxes                                          (85)               19              (14)               71

                            (Gain) loss on disposition of assets, net                        7                (3)                -               (9)

                            Write-downs of investments                                        -                 -                -                4

                            (Gain) loss on foreign currency transactions                    70                19              (26)              155

                            Minority interests                                              37                 8                 -                 -

                            Loss on extinguishment of debt                                  74                21                 -                 -

                            Guaranteed annual payment                                       22                 8                 -                 -

                            Operating cash provided by (used in) discontinued
                                                                                           (10)                4             (147)               (5)
                            operations

                            Changes in operating assets and liabilities:

                               Trade receivables, net – third party and affiliates           30               (23)             (89)               (9)

                               Other receivables                                            33               109              (42)               22

                               Prepaid expenses                                            (65)               (8)              14               (50)

                               Inventories                                                  21               (25)             (11)               (7)

                               Trade payables – third party and affiliates                   18                96               (6)              (36)

                               Benefit obligations and other liabilities                  (141)              (364)               7             (153)

                               Income taxes payable                                         17                10               38             (195)

                               Other, net                                                   47                 7               (5)               31

                            Net cash provided by (used in) operating activities            714               (63)            (107)              401

                          Investing activities from continuing operations:

                            Capital expenditures on property, plant and equipment        (212)                                                (211)

                            Acquisition of CAG, net of cash acquired                     (473)            (1,564)                -                 -

                            Fees associated with acquisitions                              (29)              (69)                -                 -

                            Acquisition of Vinamul, net of cash reimbursed               (198)                  -                -                 -

                            Acquisition of Acetex, net of cash acquired                  (216)                  -                -                 -

                            Acquisition of other businesses                                   -                 -                -              (18)

                            Net proceeds on sale of businesses and assets                   48                31                 -               10

                            Net proceeds from disposal of discontinued operations           75                  -             139                10

                            Proceeds from sale of marketable securities                    217               132               42               202

                            Purchases of marketable securities                           (137)              (173)             (42)            (265)

                            Other, net                                                       5                (1)               1                (3)

                            Net cash provided by (used in) investing activities          (920)            (1,810)              96             (275)
Celanese Corporation
1601 West LBJ Freeway
Dallas, Texas 75234-6034
USA
Phone +1-972-443-4000
www.celanese.com

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cel_wp_equitycostinvestments

  • 1. White Paper Celanese Equity and Cost Investments May 2006
  • 2. TAB L E O F CO N T EN T S 2 Table of Contents Disclaimers ......................................................................................................... 3 Overview and Value Proposition ....................................................................... 5 Affiliate Overview ............................................................................................ 10 Key Financial Data ........................................................................................... 18 Accounting for Equity and Cost Investments ................................................. 22
  • 3. D IS CL AI M ER S 3 Disclaimers Celanese Corporation (the “Company”) is providing the financial information contained herein for informational purposes only. Certain financial information appearing in this White Paper has not been audited and is identified as such. Such unaudited financial information is based on internal financial data furnished to management and should not be taken as representative of the Company’s future consolidated results of operations or financial position. Such unaudited financial information should be considered in combination with our audited financial state- ments. While the Company believes that the financial information disclosed herein is accurate as of the dates presented, the Company in no way guarantees that such information is complete or accurate, does not assume any obligation to update or correct such information and explicitly disclaims any duty to do so. Forward-Looking Statements This White Paper may contain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this White Paper, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this White Paper. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in the Company’s Annual Report on Form 10K. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward- looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Successor Represents our audited consolidated financial position as of December 31, 2005 and 2004 and its audited consolidated results of operations and cash flows for the year ended December 31, 2005 and the nine months ended December 31, 2004. These consolidated financial statements reflect the application of purchase accounting, described below, relating to the original acquisition of Celanese AG (“CAG”) and purchase price accounting adjustments relating to the acquisitions of Vinamul, Acetex and additional CAG shares acquired during the year ended December 31, 2005.
  • 4. D IS CL AI M ER S 4 Predecessor Represents CAG’s audited consolidated results of operations and cash flows for the year ended December 31, 2003, its audited interim consolidated results of operations and cash flows for the three months ended March 31, 2004, and its unaudited interim consolidated results of operations and cash flows for the three months ended March 31, 2003 and the nine months ended Decem- ber 31, 2003. 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. Furthermore, the Successor and the Predecessor have different accounting policies with respect to certain matters. Combined Combined results represent a combination of the Predecessor for the three months ended March 31, 2004 and the Successor for the nine months ended December 31, 2004. The combined presen- tation is not in accordance with U.S. GAAP and is presented for the convenience of the reader.
  • 5. Overview and Value Proposition
  • 6. OV ER V I E W A N D VALU E PR O P OSI T I O N 6 Overview and Value Proposition Equity and cost investments have played an integral role in Celanese’s strategy for growth and expansion of its global reach. These investments have not only provided the company’s core busi- nesses with a large presence in Asia and the Middle East, but have also contributed significantly to earnings and cash flow. Many of these investments are long-standing ventures, one of which dates back as far as the 1960s. The ventures have sizeable operations and are major players in their markets. In 2005, the ventures paid a total of $154 million in cash dividends, adding $150 million in earn- ings to the company. Total sales for the equity investments in 2005 increased 6% to $3 billion, of which about $1.3 billion was Celanese’s pro rata share based on ownership percentage. Net earnings for equity investments increased 14% to a total of $138 million, of which Celanese’s pro rata share was $61 million. Cash dividends from cost investments totaled $89 million in 2005, an increase of 141% versus 2004. Equity and cost investments create value for the company in four unique ways: ≥ They have a history of strong, sustainable financial performance ≥ They are in the growth geographies of the world ≥ They have a proven track record of delivering growth ≥ They create the knowledge and capability to allow for future direct investments. Strong Operating Performance Strong operating performance, prudent capital investment programs and strict cash management and debt policies all contribute to the Celanese equity and cost investments’ formula for value creation. The $154 million in cash dividends received by Celanese in 2005 do not include the dividends of the Acetate business segment’s cost investments in China. During 2005, the dividends paid by these China ventures were reinvested to double production capacity in China. With the expansion of tow production already complete, dividend payments will resume in 2006 and are expected to be between $15 and $20 million for the year. By 2007, after these expansions are completed, dividend payments are expected to increase at a level of approximately $30 million per year. Significant Contribution to Income and Cash Flow Cash Flow Income Statement in US $ million in US $ million p Other Distributions - Equity Investments p Equity Earnings p Dividends - Cost Investments p Dividends - Cost Investments p Dividends - Equity Investments
  • 7. OV ER V I E W A N D VALU E PR O P OSI T I O N 7 Correct Geography The majority of Celanese’s equity and cost investments are located in Asia – perhaps the region of the world with the greatest growth position today. With its local partners, Celanese has estab- lished long-standing relationships in the fastest growing regions of the world. Knowledge of the market and access to key customers are just two of the advantages a strong, local partner brings to the ventures – minimizing the risks associated with global expansion. Investments Expand our Global Presence Korea Engineering Plastics Seoul, Korea European Oxo JV Oberhausen, Germany Polyplastics Tokyo, Japan (HQ) Fuji City, Japan Nantong Cellulose Fibers Co. Polyplastics JV Nantong, China (WinTech Polymer) Matsuyama, Japan Fortron Industries National Methanol Co. Wilmington, N.C. Al Jubail, Saudi Arabia Polyplastics JV (PTM Eng. Plastics) Nantong, China Zhuhai Fibers Co. Zhuhai, China Polyplastics JV (Taiwan) Kunming Fibers Co. Kaohsiung, Taiwan Kunming, China Polyplastics Kuantan, Malaysia Ticona Chemical Products Acetate Track Record of Growth Collectively, the Celanese equity investments have grown revenues by 6% CAGR net of foreign exchange. Buoyed by strong local economies and deep customer relationships, the ventures con- tinue to grow at rates exceeding local GDP. Polyplastics, Celanese’s venture with Daicel, started out in the 1960s as a Japanese based company and has since expanded its operations throughout Asia over the years to include Taiwan, Malaysia and now China. Celanese has dedicated resources in place to provide ongoing technological, operational, and commercial support. Celanese Equity Investments* Sales growth 2000-2005 (% change vs. 2000) *includes European Oxo as of Q4, 2003
  • 8. OV ER V I E W A N D VALU E PR O P OSI T I O N 8 Celanese’s investments can be grouped in two basic categories: Operational and Other. Our Operational investments include: Polyplastics ≥ Korea Engineering Plastics ≥ ≥ Fortron Industries ≥ China Acetate Ventures ≥ European Oxo ≥ National Methanol. In the Other category, Celanese has investments in various InfraServ companies in Germany. Hoechst AG, as part of the Hoechst AG breakup, created several site support service companies (InfraServs) in the late 1990’s in order to manage the production site services for the various tenants. As part of the spin-off in 1999, Celanese obtained a share in these companies at its operational sites. Major Joint Ventures Operational Location Ownership Accounting Partner(s) Description Investments Method 5 Chemical Products National Methanol Saudi Arabia 25 % Cost SABIC/CTE Methanol production Company - (Ibn Sina) Petrochemicals European Oxo GmbH Germany 50 % Equity Degussa AG European propylene based oxo chemicals business 5 Technical Polymers Ticona Korea Engineering Korea 50 % Equity Mitsubishi Gas POM Plastics Co., Ltd. (KEP) Chemical Co., Inc. Polyplastics Co., Ltd. Japan 45 % Equity Daicel Chemical POM Industries Ltd. Kureha Chemical Fortron Industries U.S. 50 % Equity PPS Industries 5 Acetate Products Kunming Cellulose China 30 % Cost China National Acetate tow production Fibers Co. Ltd. Tobacco Corp. Nantong Cellulose China 31 % Cost China National Acetate tow and flake Fibers Co. Ltd. Tobacco Corp. production Zhuhai Cellulose China 30 % Cost China National Acetate tow production Fibers Co. Ltd. Tobacco Corp. Other Investments InfraServ Hoechst Germany 31 % Equity Clariant, Aventis Site services GmbH InfraServ Gendorf Germany 39 % Equity Clariant, Aventis Site services GmbH InfraServ Knapsack Germany 28 % Equity Clariant, Aventis Site services GmbH InfraServ Wiesbaden GmbH Germany 8% Cost Clariant, Aventis Site services
  • 9. OV ER V I E W A N D VALU E PR O P OSI T I O N 9 Operating EBITDA Operating EBITDA, a non-GAAP performance measure for Celanese, takes operating profit and adds equity in net earnings from affiliates, income from cost investments, depreciation and amortization, and certain adjustments not indicative of underlying business results. While operating EBITDA includes net earnings from equity affiliates, it does not include the proportional EBITDA above the equity affiliates’ net earnings. As a result, the true underlying strength of the equity affiliate franchises is not well represented. As shown on page 21, adding depreciation and amortization to operating profit shows the equity affiliates’ total contribution. This “hidden value,” as illustrated below, reflects the true strength of the equity affiliates. Hidden Value through Equity Affiliates Earnings and Proportional EBITDA of Equity Affiliates in $ millions 160 140 120 Not included in Operating EBITDA Total proportional 100 Proportional EBITDA EBITDA from above Earnings 80 Equity Affiliates (Hidden Value) 60 Included in 40 Operating EBITDA 20 Earnings from Equity Affiliates 0 2003 2004 2005 2006 2007 Proportional EBITDA reflects true value
  • 10. M A J O R E Q U I T Y I N V E S T M EN T S 10 Affiliate Overview
  • 11. A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S 11 Polyplastics Co., Ltd. C O M PA N Y AT A G L A N C E : Polyplastics is a joint venture between Daicel Chemical Industries Ltd., Japan (55 %), and Ticona (45 %). Polyplastics is a leading Asian supplier of engineering polymers with annual consolidated sales in 2005 of 87 billion Yen. Polyplastics has fully owned production facilities in Fuji City, Japan and Kuantan, Malaysia. In addition, Polyplastics has JV production facilities in Kaohsiung, Taiwan (Polyplastics Taiwan), Nantong, China (PTM Engineering Plastics) and in Matsuyama, Japan (WinTech Polymer). Polyplastics has major affiliates in Japan, Malaysia, Singapore, Hong Kong, Thailand, China and Taiwan. The Polyplastics Group has been active for over 40 years in Japan and elsewhere in Asia as a lead- ing company in the engineering plastics field. Polyplastics is a specialized producer and marketer of high performance resins and is a leader in product and application development. Polyplastics’ strategy is to maintain its leadership position in high performance engineering resins in Asia, and invest to grow with Asian market demand. F O U N D AT I O N : Operational since 1964 CELANESE OWNERSHIP: 45 % CELANESE SEGMENT: Technical Polymers Ticona HEADQUARTERS: Tokyo, Japan EMPLOYEES: Approximately 1,500 people PRODUCTS: Polyacetal (POM), polyphenylene sulfide (PPS), polybutylene terephthalate (PBT), liquid crystal polymer (LCP), transparent resin cyclo-olefin copolymer (COC) P R O D U C T I O N L O C AT I O N ( S ) : Japan: Fuji, Matsuyama; Malaysia: Kuantan; Taiwan: Kaohsiung; China: Nantong EXECUTIVE BOARD: President: Y. Komura WEBSITE: www.polyplastics.com
  • 12. A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S 12 Korea Engineering Plastics Co., LTD C O M PA N Y AT A G L A N C E : Korea Engineering Plastics (KEP) is a joint venture between Ticona (50 %), Mitsubishi Gas Chemical (40 %), and Mitsubishi Corporation (10 %). The company was established in 1987. KEP is the market leader of polyacetal in South Korea and markets polyacetal globally. KEP has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in Pyongtaek, South Korea, and is a joint venture partner in the PTM Engineering Resins plant in Nantong, China. KEP’s strategy is to continue high profitability through productivity and value oriented market- ing activities. This includes maintaining market leadership in South Korea and growing with the polyacetal market globally. F O U N D AT I O N : Operational since 1987 CELANESE OWNERSHIP: 50 % (originally purchased in 1999 by Celanese AG) CELANESE SEGMENT: Technical Polymers Ticona HEADQUARTERS: Seoul, South Korea EMPLOYEES: Approximately 170 people PRODUCTS: POM, PBT and Nylon compounding P R O D U C T I O N L O C AT I O N ( S ) : Ulsan, Korea; Pyongtaek, Korea EXECUTIVE BOARD: President: Choi, Dong-Geon; CFO: Bae, Tae-Youn WEBSITE: www.kepital.com
  • 13. A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S 13 Fortron Industries C O M PA N Y AT A G L A N C E : Fortron Industries is a general partnership between Ticona Fortron Inc. (50 % ownership and a wholly-owned subsidiary of CNA Holdings, Inc.) and Kureha KPS, Inc. (50 % ownership and a wholly-owned subsidiary of Kureha Chemical Industry Co., Ltd). The partnership was organized in the state of North Carolina for the purpose of manufacturing PPS (polyphenylene sulfide) and selling PPS and compounded materials with PPS outside of Japan. This venture combines the sales, marketing, distribution, compounding, and manufacturing expertise of Celanese with the PPS polymer technology expertise of Kureha. Fortron Industries’ strategy has three key elements: ≥ Sustainable growth and margin improvement ≥ Secure and favorable raw material positioning ≥ Positioning Fortron Industries as a main player for capacity growth to meet global demand. Volume, revenue and margin growth have been strong and consistent (with the exception of the industry-wide downturn in 2000-2002) with sustained strong EBITDA performance. Key raw materials are under long-term contracts at advantaged rates, leveraging Celanese procurement wherever possible. Fortron Industries is currently finalizing expansion plans, which will be required to meet its growth needs for the future 2-5 years. F O U N D AT I O N : Operational since 1992 CELANESE OWNERSHIP: 50 % CELANESE SEGMENT: Technical Polymers Ticona HEADQUARTERS: Wilmington, NC, USA EMPLOYEES: Approximately 60 people PRODUCTS: PPS P R O D U C T I O N L O C AT I O N ( S ) : Wilmington, NC, USA EXECUTIVE BOARD: President: Fred Daniell; CFO: Sydney Ingle
  • 14. A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S 14 European Oxo GmbH C O M PA N Y AT A G L A N C E : European Oxo is a joint venture combining the assets of the propylene-based oxo chemicals divi- sions of Celanese AG and Degussa AG (Oxeno). The company, one of the leading manufacturers of Oxo chemicals in Europe, focuses primarily on European markets, but has activities globally. The customer base consists of international conglomerates as well as mid-size companies in the chemicals industry, which produce paints and coatings, adhesives and PVC, as well as flavors and fragrances. The company continues to focus on improving profitability with efficiency improvements and capacity reduction to reflect market demand. The 2005 shutdown of the Marl Butanol unit is one example. F O U N D AT I O N : Operational since October 1, 2003 CELANESE OWNERSHIP: 50 % CELANESE SEGMENT: Chemical Products HEADQUARTERS: Oberhausen, Germany EMPLOYEES: Approximately 230 people PRODUCTS: The company manufactures propylene based Oxo products, such as Butyraldehydes, Butanols, 2-Ethylhexanol, DOP, Butyl Acetates and Carboxylic Acids. P R O D U C T I O N L O C AT I O N ( S ) : Oberhausen and Marl, Germany EXECUTIVE BOARD: Dr. Martina Flöel, Dr. Rainer Fretzen
  • 15. A FFI L I AT E OV ER V I E W – M A J O R E Q U I T Y I N V E S T M EN T S 15 InfraServs C O M PA N Y AT A G L A N C E : Celanese holds ownership interest in several InfraServ Groups located in Germany: InfraServ Hoechst (31 %), InfraServ Gendorf (39 %), InfraServ Knapsack (28 %) and InfraServ Wiesbaden (8 %, cost investment). The InfraServs own and develop industrial parks and provide on-site general and administrative support to tenants. F O U N D AT I O N : 1999 CELANESE OWNERSHIP: Varied – see above CELANESE SEGMENT: Other Activities HEADQUARTERS: Hoechst, Gendorf, Knapsack, Germany EMPLOYEES: Approximately 6,000 people PRODUCTS: Site services EXECUTIVE BOARD: Juergen Vormann, Managing Director Roland Mohr, Managing Director WEBSITES: Hoechst: www.infraserv.com Gendorf: www.infraserv.gendorf.de Knapsack: www.infraserv-knapsack.de
  • 16. A FFI L I AT E OV ER V I E W – M A J O R COS T I N V E S T M EN T S 16 National Methanol Co. (Ibn Sina) C O M PA N Y AT A G L A N C E : With production facilities in Saudi Arabia, National Methanol Co. represents 2 % of the world’s methanol production capacity and is the world’s eighth largest methanol producer of methyl tertiary-butyl ether (MTBE). Methanol and MTBE are key global commodity chemical products. Celanese owns a 25 % interest in National Methanol Co. The Saudi Basic Industries Corporation (SABIC) holds 50 % and CTE (owned 50 % by Duke Energy International and 50 % by Celanese) owns the remainder. SABIC has responsibility for all product marketing. F O U N D AT I O N : Operational since early 1980’s CELANESE OWNERSHIP: 25 % CELANESE SEGMENT: Chemical Products HEADQUARTERS: Al Jubail, Saudi Arabia EMPLOYEES: Approximately 300 people PRODUCTS: MeOH, MTBE P R O D U C T I O N L O C AT I O N : Al Jubail, Saudi Arabia EXECUTIVE BOARD: President: Abdulrahman Al-Garawi
  • 17. A FFI L I AT E OV ER V I E W – M A J O R COS T I N V E S T M EN T S 17 Celanese Acetate China Ventures C O M PA N I E S AT A G L A N C E : Celanese holds an approximate 30 % ownership interest (50 % board representation) in three separate acetate production ventures in China. In each instance, Chinese state-owned entities control the remainder. The terms of each of these joint ventures expire in January 2020. With an estimated 30 % share of the world’s cigarette production and consumption, China is the world’s largest and fastest growing market for acetate tow products. In combination, these ven- tures represent the market leader in Chinese domestic acetate production and are well positioned in the Chinese cigarette market. In March 2003, Celanese and its partners agreed to expand the manufacturing facilities at all three joint ventures in China. We expect that these expansions will be completed during 2007. The ventures expect to fund the required investments from operating cash flows. F O U N D AT I O N : Operational since 1989 (Nantong Cellulose Fibers Company, Ltd.) and 1994 (Kunming Cellulose Fibers Company, Ltd. and Zhuhai Cellulose Fibers Company, Ltd.) CELANESE OWNERSHIP: Approximately 30 % CELANESE SEGMENT: Acetate Products EMPLOYEES: Approximately 1,500 people PRODUCTS: Flake (Nantong Cellulose Fibers Company, Ltd.), Tow (All) P R O D U C T I O N L O C AT I O N S : Nantong, Kunming and Zhuhai, China EXECUTIVE BOARD: Chairman, President: Bian Youlon
  • 18. M A J O R E Q U I T Y I N V E S T M EN T S 18 Key Financial Data
  • 19. K E Y FI NAN CIAL DATA 19 Key Financial Data During 2005, Celanese received $66 million in dividends and other distributions from equity investments. Our total investment in equity affiliates decreased from $600 million to $555 million at the end of 2005. Celanese equity in net earnings of affiliates amounted to $61 million in 2005, up from $48 million in 2004. Polyplastics, Fortron and KEP mostly contributed to the strong perfor- mance, as these Ticona segment ventures continue to experience solid growth, especially in Asia. Affiliates Investment Summary Dividends and other Ownership Percentage Carrying Value Share of Earnings (Loss) Distributions in US $ million, except for percentages Successor Successor Successor Predecessor Celanese’s Share Nine Months As of As of As of As of Year Ended Ended Three Months Year Ended Segment 12/31/2005 12/31/2004 12/31/2005 12/31/2004 12/31/2005 12/31/2004 03/31/2004 12/31/2003 2005 2004 European Oxo GmbH Chemical 50.0% 50.0% 13 3 10 (5) (3) (2) — — Products Fortron Industries Ticona 50.0% 50.0% 57 58 11 6 2 4 13 4 Korea Engineering Ticona 50.0% 50.0% 146 155 14 11 3 8 18 5 Plastics Co., Ltd Polyplastics Co., Ltd Ticona 45.0% 45.0% 179 202 24 17 7 15 23 14 InfraServ GmbH & Co. Other 39.0% 39.0% 23 25 4 3 1 1 3 1 Gendorf KG InfraServ GmbH & Co. Other 31.2% 31.2% 115 134 7 5 2 9 9 10 Höchst KG InfraServ GmbH & Co. Other 28.2% 27.0% 17 20 1 1 — 1 2 1 Knapsack KG Other Various Various Various 5 3 (10) (2) — (1) (2) 3 Total 555 600 61 36 12 35 66 38
  • 20. K E Y FI NAN CIAL DATA 20 Cost investments in 2005 generated $89 million for Celanese, mostly due to National Methanol Company. Dividends from the Acetate China Ventures remained low as available earnings are reinvested to finance the expansion currently underway. After completion of the expansions in 2007, dividends from the China Ventures are expected to once again be a significant part of the total dividends from cost investments for Celanese. Cost Investment Summary in US $ million, Ownership Percentage Carrying Value Dividends except for percentages Successor Successor Successor 3 Months 9 Months As of As of As of As of Ended Ended 12/31/2005 12/31/2004 12/31/2005 12/31/2004 2005 03/31/2004 12/31/2004 National Methanol 25.0% 25.0% 54 54 80 3 24 Company - (Ibn Sina) Kunming Cellulose 30.0% 30.0% 15 15 1 – – Fibers Co. Ltd Nantong Cellulose 31.0% 31.0% 77 77 – – 3 Fibers Co. Ltd Zhuhai Cellulose Fibers 30.0% 30.0% 15 15 1 – 1 Co. Ltd InfraServ GmbH & Co. 8.0% 18.0% 13 22 2 3 4 Wiesbaden KG Other – – 46 50 5 – 1 Total – – 220 233 89 6 33 Equity investments have significantly contributed to Celanese over the years. The cash position in the investments collectively exceeds the total debt level. In 2005, Celanese’s share of operating profi t was $98 million and its share of depreciation and amortization was $61 million.
  • 21. K E Y FI NAN CIAL DATA 21 Summary – Equity Investments in US $ million (unaudited) 2003 2005 2004 Celanese’s Celanese’s Celanese’s Total Results Share Total Results Share Total Results Share Net Sales 3,028 1,252 2,849 1,163 2,134 824 Depreciation and Amortization 154 61 134 52 131 51 Operating Profit (Loss) 228 98 183 78 141 58 Net Earnings 138 61 121 48 85 35 Dividends Received 62 37 23 Other Distributions 4 1 - Cash and Cash Equivalents 204 87 258 118 189 86 Long and Short Term Debt 221 94 212 95 183 83 Net Debt (17) (7) 46 23 5 4 Capital Expenditures 125 48 189 74 139 50 Summary – Total Dividends and Other Distributions Cost Investments 89 39 53 Equity Investments 65 38 23 Total 154 77 76 The fiscal year end for all ventures is December 31. All line items as presented in the table above represent the amounts recorded by the ventures based on local generally accepted accounting principles and, with respective to Celanese’s share, are computed in proportion to our ownership. These amounts are not included in the items reported by the Successor and the Predecessor with the exception of net earnings, which is reported as reflected on page 19 of this document.
  • 22. Accounting for Equity and Cost Investments
  • 23. ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S 23 Accounting for Equity and Cost Investments Equity Investments Equity accounting is required when the investor typically has 20-50 % ownership with the ability to exercise significant influence over the operating and financial policies of the investee, but does not exercise control. Celanese equity investments are classified as and included in “Investments” in the consolidated balance sheet. Celanese share of earnings (losses) in the equity investments are classified as “Equity in Net Earnings of Affiliates” in the consolidated statement of operations. Dividends received from equity investments have no effect in the consolidated statement of operations; rather they reduce the carrying value of the investment. The Celanese consolidated statements of cash flows include the cash flow effect of the dividends. Since the consolidated cash flow is based on Celanese net earnings, the equity in net earnings of affiliates (which are non-cash) must be eliminated and dividends included. The net impact of the elimination of the equity in net earnings of affiliates and addition of dividends is included as “Change in equity of affiliates” in the consolidated statement of cash flows. Cost Investments Accounting for investments under the cost method is required when the investor has typically less than 20 % ownership and cannot exercise significant influence over operating and financial policies of the investee. Celanese has ownership greater then 20 % in four affiliates which are accounted for as cost investments because Celanese does not have the ability to exercise signifi- cant influence over their operating and/or financial policies due to reasons such as inability to be involved in day to day operations, country risk, etc. These investments are: Saudi Methanol Co. (Ibn Sina) – 25 % ownership ≥ China Acetate Ventures (3) – approximately 30 % ownership ≥ Celanese cost investments are classified and included in “Investments” on the consolidated balance sheet. Earnings of cost investments have no effect on Celanese consolidated statement of operations. Dividends received from the cost investments are recorded in the Celanese consoli- dated statement of operations as “Other Income, net”. The Celanese consolidated statements of cash flows include the cost investments dividends in “Net earnings (loss)”.
  • 24. ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S 24 Celanese Corporation and Subsidiaries Consolidated Statements of Operations Successor Predecessor in US $ million Year Ended 9 Months Ended 3 Months Ended Year Ended 12/31/2005 12/31/2004 03/31/2004 12/31/2003 Net sales 6,070 3,744 1,218 4,485 Cost of sales (4,773) (3,026) (983) (3,795) Gross margin 1,297 718 235 690 Selling, general and administrative (562) (497) (136) (504) expenses Research and development expenses (91) (67) (23) (89) Special (charges) gains: Insurance recoveries associated with 34 1 - 107 plumbing cases Sorbates antitrust matters - - - (95) Restructuring, impairment and (107) (83) (28) (17) other special (charges) gains Foreign exchange gain (loss), net - (3) - (4) Gain (loss) on disposition of assets, net (10) 3 (1) 6 Celanese’s Operating profit 561 72 47 94 share of earnings Equity in net earnings of affiliates 61 36 12 35 (loss) of equity investments Interest expense (387) (300) (6) (49) Dividends from Interest income 38 24 5 44 costs investments Other income (expense), net 89 (12) 9 48 are recorded in this line item Earnings (loss) from continuing operations 362 (180) 67 172 before tax and minority interests Income tax provision (57) (70) (15) (45) Earnings (loss) from continuing operations 305 (250) 52 127 before minority interests Minority interests (37) (8) - - Earnings (loss) from continuing operations 268 (258) 52 127 Earnings (loss) from discontinued operations: Earnings (loss) from operation of discontinued 9 5 - 23 operations Gain (loss) on disposal of discontinued - (1) 14 7 operations Income tax benefit - 1 12 (8) Earnings (loss) from discontinued 9 5 26 22 operations Cumulative effect of changes in accounting - - - (1) principles, net of income tax of $1 million in 2003 Net earnings (loss) 277 (253) 78 148
  • 25. ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S 25 Excerpt from Celanese Corporation and Subsidiaries Consolidated Balance Sheet Successor in US $ million As of 12/31/2005 As of 12/31/2004 Assets Current assets: Cash and cash equivalents 390 838 Receivables: Trade receivables, net 918 843 Other receivables 480 670 Inventories 661 604 Deferred income taxes 37 71 Other assets 91 86 Assets of discontinued operations 2 39 Total current assets 2,579 3,151 Equity and Cost Investments Investments 775 833 included here Property, plant and equipment, net 2,040 1,702 Deferred income taxes 139 54 Other assets 482 523 Goodwill 949 747 Intangible assets, net 481 400 Total assets 7,445 7,410 Liabilities and Shareholders’ Equity (Deficit) Current liabilities Short-term borrowings and current installments of 155 144 long-term debt – third party and affiliates Trade payables – third party and affiliates 810 716 Other current liabilities 784 888 Deferred income taxes 36 20 Income taxes payable 225 214 Liabilities of discontinued operations 3 13 Total current liabilities 2,013 1,995 Long-term debt 3,282 3,243 Deferred income taxes 285 256 Benefit obligations 1,126 1,000 Other liabilities 440 510 Minority interests 64 518 Commitments and contingencies Shareholders’ equity (deficit): Preferred stock, $0.01 par value, 100,000,000 shares authorized and 9,600,000 - - issued and outstanding as of December 31, 2005 Series A common stock, $0.0001 par value, 400,000,000 shares authorized and - - 158,562,161 and 0 shares issued and outstanding as of December 31, 2005 and 2004, respectively Series B common stock, $0.0001 par value, 100,000,000 shares authorized and - - 0 and 99,377,884 shares issued and outstanding as of December 31, 2005 and 2004, respectively Additional paid-in capital 337 158
  • 26. ACCO U N T I N G F O R E Q U I T Y A N D COS T I N V E S T M EN T S 26 Excerpt from Celanese Corporation and Subsidiaries Consolidated Statements of Cash Flows Successor Predecessor in US $ million Year Ended 9 Months Ended 3 Months Ended Year Ended 12/31/2005 12/31/2004 03/31/2004 12/31/2003 Operating activities Includes cost divi- dends and equity Net earnings (loss) 277 (253) 78 148 in net earnings of affiliates Cumulative effect of changes in accounting principles - - - 1 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Special (charges) gains, net of amounts used 30 47 20 91 Stock based compensation - - 2 65 Depreciation 218 140 67 271 Amortization of intangible and other assets 68 41 3 18 Primarily reflects Amortization of deferred financing fees 41 98 - - cash dividends less Change in equity of affiliates 5 (14) 4 (12) equity in net earn- ings of affiliates Deferred income taxes (85) 19 (14) 71 (Gain) loss on disposition of assets, net 7 (3) - (9) Write-downs of investments - - - 4 (Gain) loss on foreign currency transactions 70 19 (26) 155 Minority interests 37 8 - - Loss on extinguishment of debt 74 21 - - Guaranteed annual payment 22 8 - - Operating cash provided by (used in) discontinued (10) 4 (147) (5) operations Changes in operating assets and liabilities: Trade receivables, net – third party and affiliates 30 (23) (89) (9) Other receivables 33 109 (42) 22 Prepaid expenses (65) (8) 14 (50) Inventories 21 (25) (11) (7) Trade payables – third party and affiliates 18 96 (6) (36) Benefit obligations and other liabilities (141) (364) 7 (153) Income taxes payable 17 10 38 (195) Other, net 47 7 (5) 31 Net cash provided by (used in) operating activities 714 (63) (107) 401 Investing activities from continuing operations: Capital expenditures on property, plant and equipment (212) (211) Acquisition of CAG, net of cash acquired (473) (1,564) - - Fees associated with acquisitions (29) (69) - - Acquisition of Vinamul, net of cash reimbursed (198) - - - Acquisition of Acetex, net of cash acquired (216) - - - Acquisition of other businesses - - - (18) Net proceeds on sale of businesses and assets 48 31 - 10 Net proceeds from disposal of discontinued operations 75 - 139 10 Proceeds from sale of marketable securities 217 132 42 202 Purchases of marketable securities (137) (173) (42) (265) Other, net 5 (1) 1 (3) Net cash provided by (used in) investing activities (920) (1,810) 96 (275)
  • 27. Celanese Corporation 1601 West LBJ Freeway Dallas, Texas 75234-6034 USA Phone +1-972-443-4000 www.celanese.com