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Celanese Purchase Accounting –
Celanese AG Acquisition




August 2005
TAB L E O F CO N T EN T S                                                                                                                    




                   Table of Contents

                   Disclaimer .......................................................................................................... 3


                   Introduction ...................................................................................................... 4


                   Overview – Celanese AG Acquisition and Internal Restructuring ................... 4


                   Comparative Balance Sheets .............................................................................. 5


                   Explanation of Balance Sheet Adjustments ...................................................... 6
D IS CL AI M ER                                                                                                         




                  Disclaimer
                  Celanese Corporation (the “Company”) is providing the financial information contained herein
                  for informational purposes only. Such financial information has not been audited, 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. 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.
Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag                                             




                  Introduction
                  The following provides background on the mechanics used to properly reflect the purchase price
                  of the Blackstone acquisition of Celanese AG in the Celanese Corporation financial statements.
                  The financial statements reflect the acquisition of Celanese AG under the purchase method of
                  accounting in accordance with Financial Accounting Standards Board Statement of Financial
                  Accounting Standards (“SFAS”) No. 141, Business Combinations, which requires the purchase
                  price to be allocated at the fair value of the underlying assets acquired and liabilities assumed.
                  The excess of the purchase price over the underlying fair value is recorded as goodwill. SFAS 141
                  stipulates that accounting for business combinations under the pooling of interest method is no
                  longer acceptable and that the purchase method of accounting must be used.




                  Overview – Celanese AG Acquisition
                  and Internal Restructuring
                  On April 6, 2004, affiliates of the Blackstone Group acquired approximately 84 % of the ordinary
                  shares of Celanese AG, excluding treasury shares, for a purchase price of $1.693 billion, including
                  direct acquisition costs of approximately $69 million (the “Acquisition”).

                  In October 2004, Celanese Corporation and certain of its subsidiaries completed an internal
                  restructuring (the “Restructuring”) under the Domination Agreement pursuant to which all of
                  the shares of Celanese Americas Corporation and its subsidiaries (“CAC”) were transferred from
                  Celanese Holding GmbH, a wholly owned subsidiary of Celanese AG, to ultimately BCP Crystal
                  US Holdings Corp (“US Holdings”). In addition to the restructuring, certain Blackstone acquisi-
                  tion entities were renamed and reshuffled resulting in the formation of Celanese Corporation,
                  a U.S. company, which was then owned 100 % by affiliates of the Blackstone Group. Celanese
                  Corporation became the “Topco” in the Celanese consolidation.

                  As a result of these transactions, US Holdings, a subsidiary owned 100 % by Celanese Corpora-
                  tion, holds 100 % of CAC’s equity and, indirectly, all equity owned by CAC and its subsidiaries.
                  In addition, US Holdings holds, indirectly, a significant and controlling share of the outstanding
                  ordinary shares of Celanese AG.

                  Upon completion of the internal restructuring, the assets acquired and liabilities assumed of
                  CAC are reflected at fair value for the 100 % portion acquired (approximately 84 % as of April 6,
                  2004 and the remaining approximate 16 % as of October 6, 2004).

                  For the quarter ended September 30, 2004, Celanese Corporation preliminarily allocated the
                  purchase price of Celanese AG on the basis of its estimate of the fair value of the underlying as-
                  sets acquired and liabilities assumed. The assets acquired and liabilities assumed were reflected at
                  fair value for the approximate 84 % portion acquired by Blackstone and at the historical basis for
                  the remaining approximate 16 %. The valuation was prepared by a third party consulting group,
                  as of the acquisition date.
Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag                                                             




                  Comparative Balance Sheets
                  The following table provides a comparison of Celanese Corporation’s opening balance sheet as of
                  April 1, 2004 both prior and subsequent to purchase accounting adjustments:


                                                                                                    As of April 1, 2004

                                                                                                   Prior to              Subsequent to
                                                                                       Purchase Accounting         Purchase Accounting
                  in US $ million

                  Current assets:

                    Cash and cash equivalents                                                           93                         93

                    Receivables                                                                       1,364                      1,471

                    Inventories                                                                        516                        569

                    Other current assets                                                               126                        125

                  Investments                                                                          552                        554

                  Property plant and equipment                                                        1,649                      1,725

                  Other non-current assets                                                            1,214                       740

                  Intangible assets                                                                     31                        433

                  Goodwill                                                                            1,069                       767

                    Total assets acquired                                                             6,614                      6,477



                  Current liabilities:

                    Short-term borrowings and current installments of long-term debt                   279                        279

                    Accounts payable and accrued liabilities                                           599                        599

                  Other current liabilities                                                           1,089                      1,170

                  Long term debt                                                                       308                        306

                  Benefit obligations                                                                 1,138                      1,370

                  Other long term liabilities                                                          560                        553

                    Total liabilities assumed                                                         3,973                      4,277

                    Minority interest                                                                   18                        474

                    Net assets acquired                                                               2,623                      1,726
Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag                                             




                  Explanation of Balance Sheet Adjustments
                  Assets and Liabilities Recorded at Carrying Value

                  Cash and cash equivalents, receivables, other current assets, accounts payable and accrued
                  liabilities and other current liabilities were stated at their historical carrying values, given the
                  short term nature of these assets and liabilities.

                  Receivables

                  The increase in receivables was driven primarily by a $44 million receivable recorded in the
                  fourth quarter of 2004 related to the an insurance settlement with one of the insurers of the
                  plumbing cases and a $77 million settlement ($40 million of which resulted in an increase to
                  non-trade receivables with a corresponding decrease in goodwill) related to the 2000 sale of the
                  majority of Celanese AG’s 50 % interest in the Vinnolit Kunststoff GmbH venture (see Commit-
                  ments and Contingencies footnote and Liquidity section of the Celanese Corporation Annual
                  Report on Form 10-K for further detail).

                  Inventories

                  The estimated fair value of inventory has been calculated based on management’s computations
                  and a valuation prepared by a third party consulting group. The consolidated statement of opera-
                  tions for the nine months ended December 31, 2004 includes a $53 million charge to cost of sales
                  representing the capitalized manufacturing profit in inventory on hand as of the acquisition date.
                  The capitalized manufacturing profit was recorded in purchase accounting and the inventory was
                  subsequently sold during the nine months ended December 31, 2004.

                  The March 31, 2004 inventory balances were “stepped up” to fair value for finished goods inven-
                  tory based on Blackstone’s approximate 84 % ownership percentage. Following the internal
                  restructuring, the remaining approximate 16 % was stepped up for the CAC inventory on hand as
                  of the internal restructuring date in the fourth quarter of 2004.

                  Investments (Equity)

                  The net change in the Celanese Corporation’s equity method investments (from book value to
                  fair value), included in investments above, netted to approximately zero.

                  Property Plant  Equipment (“PPE”)

                  PPE was stepped-up by approximately $76 million (with the offset recorded to goodwill) and
                  new remaining useful lives were assigned to all assets. As a result, depreciation expense decreased
                  by approximately $65 million for the twelve months ended December 31, 2004, as compared to
                  the same period one year earlier.
Pu r cha se acco u n t i n g analysis – acq u isi t i o n o f cel an e se ag                                             




                  Other Non-current Assets

                  The change in other non-current assets is driven by the change in value of the investments
                  accounted for under the cost method and deferred taxes.

                  Investments accounted for under the cost method of accounting approximated $220 million fair
                  value at the acquisition date, which resulted in a step up of approximately $110 million.

                  Deferred income taxes are recorded in the consolidated balance sheet based on the difference
                  between the tax basis and stepped up (or down) adjusted book basis of the assets acquired and
                  liabilities assumed.

                  A majority of the pre-acquisition deferred income tax assets for U.S. net operating loss benefits
                  were written off due to the limitations related to the change in ownership rules under U.S. tax
                  law. In addition, valuation allowances have been established against other deferred tax assets for
                  which realization is not likely, primarily in the U.S.

                  Under purchase accounting, the total of these charges resulted in a decrease to deferred tax assets
                  and an increase to goodwill of approximately $531 million.

                  Intangible Assets

                  Intangible assets were stepped up approximately $402 million due primarily to the value assigned
                  to customer related intangibles (with the offset recorded to goodwill.) As a result, amortization
                  expense for the year increased by approximately $32 million.

                  Benefit Obligations

                  Celanese Corporation’s estimate of pension and other postretirement benefit obligations has
                  been reflected in the allocation of the purchase price at the projected benefit obligation less plan
                  assets at fair market value.

                  Under SFAS 87, pensions and postretirement (OPEB) liabilities are required to be recorded at
                  their fair market value. The fair market value was determined by outside actuaries. As a result, for
                  each legal entity that had a pension/OPEB plan, the liability was stepped up by approximately 84 %
                  of the actuarially determined amount with the corresponding offset recorded to goodwill. Follow-
                  ing the internal restructuring, the remaining approximate 16 % was stepped up for CAC pensions
                  and OPEB plans only. Celanese Corporation’s pension liability was stepped up approximately
                  $232 million due to purchase accounting adjustments resulting in a corresponding increase to
                  goodwill. By stepping up the liability to fair market value, any unrecognized items (amortized into
                  expense over the service period due to the rules of SFAS 87, such as unrecognized prior service
                  cost, unrecognized actuarial loss and unrecognized net transition obligations) were eliminated.
                  Therefore, in 2004, expense (for these “amortized items”) was reduced due to the application of
                  purchase accounting.
Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag                                             




                  Other Current Liabilities

                  In connection with the acquisition, at the acquisition date, Celanese Corporation began formu-
                  lating a plan to exit or restructure certain activities. The company recorded initial liabilities of
                  $60 million, primarily for employee severance and related costs in connection with the prelimi-
                  nary plan, as well as approving the continuation of all existing Predecessor restructuring and exit
                  plans. These costs were driven by the announced restructuring of the Acetate Products business
                  in the fourth quarter of 2004 related to the shutdown of tow production facilities and the deci-
                  sion to discontinue the production of acetate filament. The offset to these liabilities was recorded
                  to goodwill.
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_purchase accounting

  • 1. White Paper Celanese Purchase Accounting – Celanese AG Acquisition August 2005
  • 2. TAB L E O F CO N T EN T S Table of Contents Disclaimer .......................................................................................................... 3 Introduction ...................................................................................................... 4 Overview – Celanese AG Acquisition and Internal Restructuring ................... 4 Comparative Balance Sheets .............................................................................. 5 Explanation of Balance Sheet Adjustments ...................................................... 6
  • 3. D IS CL AI M ER Disclaimer Celanese Corporation (the “Company”) is providing the financial information contained herein for informational purposes only. Such financial information has not been audited, 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. 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.
  • 4. Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag Introduction The following provides background on the mechanics used to properly reflect the purchase price of the Blackstone acquisition of Celanese AG in the Celanese Corporation financial statements. The financial statements reflect the acquisition of Celanese AG under the purchase method of accounting in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations, which requires the purchase price to be allocated at the fair value of the underlying assets acquired and liabilities assumed. The excess of the purchase price over the underlying fair value is recorded as goodwill. SFAS 141 stipulates that accounting for business combinations under the pooling of interest method is no longer acceptable and that the purchase method of accounting must be used. Overview – Celanese AG Acquisition and Internal Restructuring On April 6, 2004, affiliates of the Blackstone Group acquired approximately 84 % of the ordinary shares of Celanese AG, excluding treasury shares, for a purchase price of $1.693 billion, including direct acquisition costs of approximately $69 million (the “Acquisition”). In October 2004, Celanese Corporation and certain of its subsidiaries completed an internal restructuring (the “Restructuring”) under the Domination Agreement pursuant to which all of the shares of Celanese Americas Corporation and its subsidiaries (“CAC”) were transferred from Celanese Holding GmbH, a wholly owned subsidiary of Celanese AG, to ultimately BCP Crystal US Holdings Corp (“US Holdings”). In addition to the restructuring, certain Blackstone acquisi- tion entities were renamed and reshuffled resulting in the formation of Celanese Corporation, a U.S. company, which was then owned 100 % by affiliates of the Blackstone Group. Celanese Corporation became the “Topco” in the Celanese consolidation. As a result of these transactions, US Holdings, a subsidiary owned 100 % by Celanese Corpora- tion, holds 100 % of CAC’s equity and, indirectly, all equity owned by CAC and its subsidiaries. In addition, US Holdings holds, indirectly, a significant and controlling share of the outstanding ordinary shares of Celanese AG. Upon completion of the internal restructuring, the assets acquired and liabilities assumed of CAC are reflected at fair value for the 100 % portion acquired (approximately 84 % as of April 6, 2004 and the remaining approximate 16 % as of October 6, 2004). For the quarter ended September 30, 2004, Celanese Corporation preliminarily allocated the purchase price of Celanese AG on the basis of its estimate of the fair value of the underlying as- sets acquired and liabilities assumed. The assets acquired and liabilities assumed were reflected at fair value for the approximate 84 % portion acquired by Blackstone and at the historical basis for the remaining approximate 16 %. The valuation was prepared by a third party consulting group, as of the acquisition date.
  • 5. Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag Comparative Balance Sheets The following table provides a comparison of Celanese Corporation’s opening balance sheet as of April 1, 2004 both prior and subsequent to purchase accounting adjustments: As of April 1, 2004 Prior to Subsequent to Purchase Accounting Purchase Accounting in US $ million Current assets: Cash and cash equivalents 93 93 Receivables 1,364 1,471 Inventories 516 569 Other current assets 126 125 Investments 552 554 Property plant and equipment 1,649 1,725 Other non-current assets 1,214 740 Intangible assets 31 433 Goodwill 1,069 767 Total assets acquired 6,614 6,477 Current liabilities: Short-term borrowings and current installments of long-term debt 279 279 Accounts payable and accrued liabilities 599 599 Other current liabilities 1,089 1,170 Long term debt 308 306 Benefit obligations 1,138 1,370 Other long term liabilities 560 553 Total liabilities assumed 3,973 4,277 Minority interest 18 474 Net assets acquired 2,623 1,726
  • 6. Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag Explanation of Balance Sheet Adjustments Assets and Liabilities Recorded at Carrying Value Cash and cash equivalents, receivables, other current assets, accounts payable and accrued liabilities and other current liabilities were stated at their historical carrying values, given the short term nature of these assets and liabilities. Receivables The increase in receivables was driven primarily by a $44 million receivable recorded in the fourth quarter of 2004 related to the an insurance settlement with one of the insurers of the plumbing cases and a $77 million settlement ($40 million of which resulted in an increase to non-trade receivables with a corresponding decrease in goodwill) related to the 2000 sale of the majority of Celanese AG’s 50 % interest in the Vinnolit Kunststoff GmbH venture (see Commit- ments and Contingencies footnote and Liquidity section of the Celanese Corporation Annual Report on Form 10-K for further detail). Inventories The estimated fair value of inventory has been calculated based on management’s computations and a valuation prepared by a third party consulting group. The consolidated statement of opera- tions for the nine months ended December 31, 2004 includes a $53 million charge to cost of sales representing the capitalized manufacturing profit in inventory on hand as of the acquisition date. The capitalized manufacturing profit was recorded in purchase accounting and the inventory was subsequently sold during the nine months ended December 31, 2004. The March 31, 2004 inventory balances were “stepped up” to fair value for finished goods inven- tory based on Blackstone’s approximate 84 % ownership percentage. Following the internal restructuring, the remaining approximate 16 % was stepped up for the CAC inventory on hand as of the internal restructuring date in the fourth quarter of 2004. Investments (Equity) The net change in the Celanese Corporation’s equity method investments (from book value to fair value), included in investments above, netted to approximately zero. Property Plant Equipment (“PPE”) PPE was stepped-up by approximately $76 million (with the offset recorded to goodwill) and new remaining useful lives were assigned to all assets. As a result, depreciation expense decreased by approximately $65 million for the twelve months ended December 31, 2004, as compared to the same period one year earlier.
  • 7. Pu r cha se acco u n t i n g analysis – acq u isi t i o n o f cel an e se ag Other Non-current Assets The change in other non-current assets is driven by the change in value of the investments accounted for under the cost method and deferred taxes. Investments accounted for under the cost method of accounting approximated $220 million fair value at the acquisition date, which resulted in a step up of approximately $110 million. Deferred income taxes are recorded in the consolidated balance sheet based on the difference between the tax basis and stepped up (or down) adjusted book basis of the assets acquired and liabilities assumed. A majority of the pre-acquisition deferred income tax assets for U.S. net operating loss benefits were written off due to the limitations related to the change in ownership rules under U.S. tax law. In addition, valuation allowances have been established against other deferred tax assets for which realization is not likely, primarily in the U.S. Under purchase accounting, the total of these charges resulted in a decrease to deferred tax assets and an increase to goodwill of approximately $531 million. Intangible Assets Intangible assets were stepped up approximately $402 million due primarily to the value assigned to customer related intangibles (with the offset recorded to goodwill.) As a result, amortization expense for the year increased by approximately $32 million. Benefit Obligations Celanese Corporation’s estimate of pension and other postretirement benefit obligations has been reflected in the allocation of the purchase price at the projected benefit obligation less plan assets at fair market value. Under SFAS 87, pensions and postretirement (OPEB) liabilities are required to be recorded at their fair market value. The fair market value was determined by outside actuaries. As a result, for each legal entity that had a pension/OPEB plan, the liability was stepped up by approximately 84 % of the actuarially determined amount with the corresponding offset recorded to goodwill. Follow- ing the internal restructuring, the remaining approximate 16 % was stepped up for CAC pensions and OPEB plans only. Celanese Corporation’s pension liability was stepped up approximately $232 million due to purchase accounting adjustments resulting in a corresponding increase to goodwill. By stepping up the liability to fair market value, any unrecognized items (amortized into expense over the service period due to the rules of SFAS 87, such as unrecognized prior service cost, unrecognized actuarial loss and unrecognized net transition obligations) were eliminated. Therefore, in 2004, expense (for these “amortized items”) was reduced due to the application of purchase accounting.
  • 8. Pu R ChA SE ACCO u N T I N g ANALySIS – ACq u ISI T I O N O F CEL AN E SE Ag Other Current Liabilities In connection with the acquisition, at the acquisition date, Celanese Corporation began formu- lating a plan to exit or restructure certain activities. The company recorded initial liabilities of $60 million, primarily for employee severance and related costs in connection with the prelimi- nary plan, as well as approving the continuation of all existing Predecessor restructuring and exit plans. These costs were driven by the announced restructuring of the Acetate Products business in the fourth quarter of 2004 related to the shutdown of tow production facilities and the deci- sion to discontinue the production of acetate filament. The offset to these liabilities was recorded to goodwill.
  • 9. Celanese Corporation 1601 West LBJ Freeway Dallas, Texas 75234-6034 USA Phone +1-972-443-4000 www.celanese.com