for our customers, shareholders, employees and stakeholders 2005 Annual Report Creating Value In 2005, we continued to accelerate Celanese toward greater growth and profitability. We started the year with a successful initial public offering and ended 2005 as a leaner, faster and more agile company with strong business results. We also strengthened our leading global positions in key regions. Celanese’s combined net sales were $6.1 billion, up 22% from the previous year. As a global hybrid chemical company, we executed our strategy, grew our businesses and built on our track record of productivity and operational excellence. Our 9,300 associates delivered terrific results. Here are some of our more significant achievements in 2005: > Completed an initial public offering and, through the private equity sponsorship of The Blackstone Group, transformed our company from a German based company with a dual listing to a U.S. headquartered company listed on the New York Stock Exchange. > Acquired Acetex and Vinamul and began integration activities. > Made steady progress on our China strategy and announced plans to develop our Nanjing site into an integrated, chemical complex. > Restructured our Acetate Products segment and expanded its China ventures. > Continued to optimize our portfolio through divestitures of non-core applications or businesses. > Lowered our purchasing and underlying SG&A expenses through cost reductions and headquarters consolidation. > Received recognition for our improved performance with an upgrade from a credit rating agency. We have made tremendous progress and have identified a clear path to build on our success. Celanese has six key drivers to increase value: > Utilize our attractive, hybrid structure of basic and higher value-added downstream businesses to reduce cyclicality and provide more stable earnings. > Lead with product and technology positions in attractively structured industries with focus on integrated acetyl chain and high-end engineered plastics businesses. > Strengthen our global presence to further expand growth opportunities in Asia and other expanding regions. > Leverage Celanese-specific opportunities to accelerate growth, increase productivity, improve our cost structure and return even more value to our shareholders. > Structure our businesses to generate significant cash flow throughout an economic cycle. > Create value through strategic acquisitions and portfolio repositioning to strengthen our strong product franchises. We will continue to build on the strength of our integrated, hybrid structure and focus on increasing value for our customers, shareholders, employees and stakeholders. Best Regards, David N. Weidman President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ࠚ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 001-32410 (Commission File Number) CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 98-0420726 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1601 West LBJ Freeway, Dallas, TX 75234-6034 (Address of Principal Executive Offices) (Zip Code) (972) 443-4000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act Title of each class Name of each exchange on which Registered Series A Common Stock, par value $0.0001 per share New York Stock Exchange 4.25% Convertible Perpetual Preferred Stock, par value New York Stock Exchange $0.01 per share (liquidation preference $25.00 per share) Securities registered pursuant to Section 12(g) of the Act None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ࠚ No □ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes □ No ࠚ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ࠚ No □ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ࠚ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. Large Accelerated Filer □ Accelerated filer □ Non-accelerated filer ࠚ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Act). Yes □ No ࠚ The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2005 (the last business day of the registrants’ most recently completed second fiscal quarter) was $926,908,697. The number of outstanding shares of the registrant’s Series A Common Stock, $0.0001 par value, as of February 28, 2006 was 158,562,161. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of registrants’ Definitive Proxy Statement for 2006 are incorporated by reference into Parts II and III. CELANESE CORPORATION Form 10-K For the Fiscal Year Ended December 31, 2005 TABLE OF CONTENTS Page Basis of Presentation 2 Market Industry and Data Forecasts 3 Special Note Regarding Forward-Looking Statements 4 Part I Item 1. Business 5 Item 1A. Risk Factors 27 Item 1B. Unresolved Staff Comments 43 Item 2. Properties 44 Item 3. Legal Proceedings 47 Item 4. Submission of Matters to a Vote of Security Holders 52 Part II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. Selected Financial Data 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 110 Item 8. Financial Statements and Supplementary Data 113 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 116 Item 9A. Controls and Procedures 116 Item 9B. Other Information 118 Part III Item 10. Directors and Executive Officers of the Registrant 119 Item 11. Executive Compensation 119 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 119 Item 13. Certain Relationships and Related Transactions 119 Item 14 Principal Accounting Fees and Services 119 Part IV Item 15. Exhibits and Financial Statement Schedules 120 Signatures 121 1 Basis of Presentation In this Annual Report on Form 10-K, the term ‘‘Celanese’’ refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ and ‘‘us’’ refer to Celanese and its subsidiaries on a consolidated basis. The term ‘‘BCP Crystal’’ refers to our subsidiary, BCP Crystal US Holdings Corp., a Delaware corporation, and not its subsidiaries. The term ‘‘Purchaser’’ refers to our subsidiary, Celanese Europe Holding GmbH & Co. KG, formerly known as BCP Crystal Acquisition GmbH & Co. KG, a German limited partnership (Kommanditgesellschaft, KG), and not its subsidiaries, except where otherwise indicated. The term ‘‘Original Shareholders’’ refers, collectively, to Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA Capital Investors Sidecar Fund, L.P. The terms ‘‘Sponsor’’ and ‘‘Advisor’’ refer to certain affiliates of The Blackstone Group. For accounting purposes, Celanese and its consolidated subsidiaries are referred to as the ‘‘Successor.’’ Celanese AG is incorporated as a stock corporation (Aktiengesellschaft, AG) organized under the laws of the Federal Republic of Germany. As used in this document, the term ‘‘CAG’’ refers to (i) prior to the Restructuring, Celanese AG and Celanese Americas Corporation, their consolidated subsidiaries, their non-consolidated subsidiaries, ventures and other investments, and (ii) following the Restructuring, Celanese AG, its consolidated subsidiaries, its non-consolidated subsidiaries, ventures and other investments, except that with respect to shareholder and similar matters where the context indicates, ‘‘CAG’’ refers to Celanese AG. For accounting purposes, ‘‘Predecessor’’ refers to CAG and its subsidiaries. In October 2004, Celanese and certain of its subsidiaries completed an organizational restructuring (the ‘‘Restructuring’’) pursuant to which the Purchaser effected, by giving a corresponding instruction under the Domination Agreement (as defined in ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Basis of Presentation—Impact of the Acquisition of Celanese AG’’), the transfer of all of the shares of Celanese Americas Corporation (‘‘CAC’’) from Celanese Holding GmbH, a wholly owned subsidiary of CAG, to Celanese Caylux Holdings Luxembourg, formerly BCP Caylux Holdings Luxembourg S.C.A. (‘‘Celanese Caylux’’), which resulted in Celanese Caylux owning 100%