0000950123-09-018725 11-K 1 20081231 20090629 20090629 Celanese CORP 0001306830 2820 980420726 DE 1231 11-K 34 001-32410 09917130 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 11-K 1 d68218e11vk.htm FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32410 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Celanese Americas Retirement Savings Plan 1601 W LBJ Freeway Dallas, TX 75234 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Celanese Corporation 1601 W LBJ Freeway Dallas, TX 75234 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan CONTENTS Page Report of Independent Registered Public Accounting Firm 3 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 4 2008 and 2007 Statements of Changes in Net Assets Available for Benefits for the 5 Years Ended December 31, 2008 and 2007 Notes to Financial Statements 6 Supplemental Schedule* Schedule H, line 4i — Schedule of Assets (Held at end of year) as of 15 December 31, 2008 Signatures 26 * Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”) have been omitted because they are not applicable. 2 -------------------------------------------------------------------------------- Table of Contents Report of Independent Registered Public Accounting Firm To: Plan Administrator, Investment, and Benefit Committees of Celanese Americas Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Celanese Americas Retirement Savings Plan (the Plan) as of December 31, 2008 and 2007 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i- schedule of assets (held at end of year) as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PMB Helin Donovan, LLP Austin, Texas June 29, 2009 3 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Statements of Net Assets Available for Benefits As of December 31, 2008 2007 (In thousands) Assets Investments: At fair value (Note 3) $ 462,880 $ 673,343 Wrapper contracts 315 — Loans to participants 8,802 9,589 Total investments 471,997 682,932 Receivables: Accrued interest and dividends 879 1,505 Total receivables 879 1,505 Total assets 472,876 684,437 Liabilities Administrative payables 398 811 Net assets available for benefits at fair value 472,478 683,626 Adjustment from fair value to contract value for fully benefit-responsive investment contract (Note 3) 23,095 4,689 Net assets available for benefit $ 495,573 $ 688,315 See accompanying notes to financial statements. 4 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2008 2007 (In thousands) Investment income: Net appreciation (depreciation) of investments (Note 3) $ (176,796 ) $ 23,663 Interest 9,422 11,668 Dividends 1,512 904 Other 165 1,146 Total investment income (165,697 ) 37,381 Contributions: Company, net of forfeitures 10,142 9,490 Participant 20,673 20,249 Rollovers 679 634 Total contributions 31,494 30,373 Administrative expenses (1,332 ) (2,196 ) Withdrawals and distributions (57,295 ) (93,287 ) Net transfers (to) from other plans 88 (30,081 ) Net decrease (192,742 ) (57,810 ) Net assets available for benefits: Beginning of year 688,315 746,125 End of year $ 495,573 $ 688,315 See accompanying notes to financial statements. 5 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements (1) Description of the Plan The Celanese Americas Retirement Savings Plan (the “Plan”) is a participant directed, defined contribution plan sponsored by Celanese Americas LLC/formerly Celanese Americas Corporation) and subsidiaries (“Celanese” or the “Company”), a wholly owned subsidiary of Celanese Corporation. The Plan covers certain employees of the Company and its participating affiliates (“Participants”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Participants in the Plan should refer to the Plan document for more complete details of the Plan’s provisions. During 2007 assets of $30,080,833 were transferred from the Plan in conjunction with Celanese Corporation’s sale of its oxo products and derivatives business and the transfer of impacted employees to OXEA Corporation. The Company has a trust agreement with State Street Bank & Trust Company (the “Trustee”). The trust agreement establishes a qualified trust for the Plan. The assets of the trust are managed by various investment managers appointed by the Company. The Company’s Investment Committee oversees the Plan and has discretionary authority to appoint an agent to direct the purchase and sale of investments in the Plan. The Company appointed the Plan Administrator and Investment Committee as the named fiduciaries of the Plan. (a) Eligibility Employees are eligible to participate in the Plan as soon as administratively practicable following their date of hire (taking into account the need to enroll and the timing of the Company’s payroll cycles). (b) Participant Contributions Participants may contribute from 2% to 80% of their eligible compensation, as defined in the Plan document and subject to certain Internal Revenue Service (“IRS”) limitations, through payroll deductions. Participants may designate contributions as either “before-tax,” “after-tax” or a combination of both. Participants’ before-tax contributions and Company contributions are deferred compensation pursuant to Section 401(k) of the Internal Revenue Code (“IRC”). (c) Company Contributions The Company makes a contribution equal to the amount contributed by each Participant up to 5% of such Participant’s eligible compensation for non-union participants, as defined in the Plan document. The Company’s contribution for union participants varies, as defined in the Plan document, but does not exceed 5% of the Participant’s eligible compensation. Effective January 1, 2009, the Plan was amended and restated to increase the matching contribution for the Calvert City union participants to a 100% match of the savings of Calvert City union participants, not to exceed 5% of the participant’s eligible compensation. (d) Vesting All Participants’ contributions and income earned or losses incurred thereon are fully vested at all times. Effective January 1, 2008, the Company’s contributions and income earned or losses incurred thereon are also vested at all times (Note 8). 6 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) (e) Forfeitures Forfeitures of non-vested Company contributions are used to reduce future employer contributions or to restore prior forfeitures under certain conditions. In 2008 and 2007, Company contributions were reduced by $134,222 and $252,938 respectively, from forfeited non-vested accounts. At December 31, 2008 and 2007, forfeitures of $174,853 and $170,715, respectively, were available for reducing future employer contributions or to restore prior forfeitures under certain conditions. (f) Distributions and Withdrawals A Participant’s entire vested account balance shall be payable upon termination of employment, retirement, disability or death. Participants who suffer a “financial hardship” may withdraw all or part of their vested account balance before tax contributions subject to certain provisions, as described in the Plan document. Distributions and withdrawals under the Plan are made in cash in the form of a lump sum. Payments are made as soon as administratively practicable within the provisions of the Plan. The Plan allows for in-service withdrawals of vested contributions under certain circumstances, as defined in the Plan document. (g) Participant Accounts Each Participant’s account is credited with the Participant’s contributions, the appropriate amount of the Company’s contribution and an allocation of the Plan’s earnings or losses and the investment management fees in accordance with the allocation provisions contained in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the Participant’s vested account balance. (h) Participant Loans Participants who are actively working, and have a vested account balance of at least $2,000, may borrow up to the lesser of 50% of the vested account balance or $50,000 less the highest outstanding loan balance in the previous 12 months. The minimum loan available is $1,000 and shall not exceed $50,000. Loans are generally for periods of up to five years with the exception of the purchase of a primary residence in which case the loan can be for a period up to fifteen years. Loans are repaid in bi-weekly installments and include interest charges. The interest rate on new loans, fixed on the first business day of the month, is based on the Prime Lending Rate (per the Wall Street Journal) plus 1%. The range of interest rates for outstanding Participant loans as of December 31, 2008 was 5% to 10.5% with maturities ranging from 2009 to 2023. 7 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) (i) Investments Plan Participants may direct the investment of their account in 1% increments among any of 20 investment options. Investment Option Investment Manager 2000 Retirement Portfolio Alliance Bernstein 2005 Retirement Portfolio Alliance Bernstein 2010 Retirement Portfolio Alliance Bernstein 2015 Retirement Portfolio Alliance Bernstein 2020 Retirement Portfolio Alliance Bernstein 2025 Retirement Portfolio Alliance Bernstein 2030 Retirement Portfolio Alliance Bernstein 2035 Retirement Portfolio Alliance Bernstein 2040 Retirement Portfolio Alliance Bernstein 2045 Retirement Portfolio Alliance Bernstein 2050 Retirement Portfolio Alliance Bernstein Core Bond Fund Pacific Investment Management Co. Government Securities Fund Hoisington Investment Management Co. S&P 500 Index Fund Barclay’s Global Investor Large-Cap Value Fund Alliance Bernstein Investment Management Large-Cap Growth Fund Marsico Capital Management International Stock Fund Capital Guardian Trust Company Small-Cap Core Fund Barclays Global Investors Stable Value Fund JP Morgan Asset Management Celanese Stock Fund State Street Global Advisors A Participant may transfer all or a portion of his or her interest, in 1% increments, from one investment fund to another. Each of the Plan’s investment options is managed for the Plan by independent investment managers, who employ a specific set of investment criteria endorsed and monitored by the Company. Celanese Stock Fund The Celanese Stock Fund is a “stock bonus plan” (as defined by U.S. Treasury Regulation §1.401-1 (b)(i)(iii)) with a primary investment in common shares of Celanese Corporation. Participant holdings of Celanese Corporation common shares are limited to twenty percent of the Participants’ total account balance under the Plan. There is a 30-day restriction on reentry into the Celanese Stock Fund after a sale of stock. State Street Global Advisors was named as the fiduciary of the Celanese Stock Fund. The Trustee shall vote shares of Celanese Corporation stock in accordance with the instructions of the Participants in whose accounts the shares are held. During 2008, the Trustee purchased 829,070 shares of Celanese Corporation stock for the fund at an average price of $27.12 per share and sold 258,427 shares of Celanese Corporation stock for the fund at an average price $39.06 per share. During 2007, the Trustee purchased 160,995 shares of Celanese Corporation stock for the fund at an average price of $34.08 per share and sold 149,414 shares of Celanese Corporation stock for the fund at an average price $36.74 per share. Investment Contracts The Plan invests in fully benefit-responsive investment contracts held in the Stable Value Fund, which are reported in the Statement of Changes in Net Assets Available for Benefits on a contract value basis. The Statement of Net Assets Available for Benefits presents fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Stable Value Fund permits all Participant initiated transactions as allowed by the Plan to occur at contract value. Events that would limit the Plan’s ability to execute transactions at contract value are improbable, except for termination of the Plan by the Sponsor; Sponsor initiated withdrawals may be subject to a market adjustment. 8 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) The average yield of the investment contracts was 6.82% and 6.75% for the years ended December 31, 2008 and 2007, respectively. The stabilized interest rate (“Crediting Rate”) on investment contracts was 2.66% and 5.23% as of December 31, 2008 and 2007, respectively. The Crediting Rates are provided to participants in the fund on a designated pool of investments held by the fund, through contracts generally referred to as a “wrapper”. The contracts provide assurance that the adjustments to the interest Crediting Rate will not result in a future interest Crediting Rate that is less then zero. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”) for all periods presented. (b) Valuation of Investments and Income Recognition The Plan’s investments are stated at fair value. Investments in the common/collective trust funds are valued at fair value based upon the quoted market values of the underlying assets, where available. Loans to Participants are valued at cost, which approximates fair value. All purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded when earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes realized gains and losses on investments sold during the year as well as net appreciation (depreciation) of the investments held at the end of the year. As of December 31, 2008, the Plan adopted the provisions of SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) for financial assets and liabilities. SFAS No. 157 defines fair value, and increases disclosures surrounding fair value calculations. (c) Risks and Uncertainties The assets of the Plan consist primarily of investments held at fair value. These investments are subject to market risks and are influenced by such factors as investment objectives, interest rates, stock market performance, economic conditions, and world affairs. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements. (d) Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. (e) Payment of Benefits Benefits are recorded when paid. 9 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) (3) Investments The following table presents the total investments of the Plan segregated by valuation method. As of December 31, 2008 2007 (In thousands) Quoted market price: Interest bearing cash $ 7,396 $ 9,276 US government securities 29,452 30,395 Corporate stock — common and preferred 27,904 44,164 Registered investment companies 158,439 10,352 223,191 94,187 Investments at estimated fair value: Common/collective trusts 89,172 412,328 Investment contracts 150,517 166,828 Investments at fair value 462,880 673,343 Wrapper contracts 315 — Participant loans 8,802 9,589 Total investments $ 471,997 $ 682,932 Investments representing five percent or more of the Plan’s net assets as of December 31 are as follows: As of December 31 2008 2007 (In thousands) Alliance Collective Investment Trust1 23,247 154,752 BGI Equity Index Fund 1 31,052 100,998 BGI Russell 2000 Alpha Tilts Fund1 14,758 45,618 CG International non-US Equity Fund1 20,114 43,765 Alliance Bernstein 2015 Ret 32,046 N/A Alliance Bernstein 2020 Ret 32,373 N/A Bank of America, contract no. 02 011 57,981 57,175 Caisse Depots et Consignations, contract no. 1837 01 57,966 57,167 State Street Bank, contract no. 102063 57,981 57,175 1 No longer represents five percent of more of the Plan’s net assets as of December 31, 2008. Investment Contracts Wrapper Adjustment to Investments at Contracts at Contract 2008 Fair Value Fair Value Value (In thousands) Cash $ — $ — $ — US government securities 769 — — Interest-bearing cash 421 — — JP Morgan Intermediate Bond Fund 149,327 — — Wrapper contracts — 315 23,095 $ 150,517 $ 315 $ 23,095 10 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) Wrapper Adjustment to Investments at Contracts at Contract 2007 Fair Value Fair Value Value (In thousands) Cash $ — $ — $ — US government securities 307 — — Interest-bearing cash 360 — — JP Morgan Intermediate Bond Fund 166,161 — — Wrapper contracts — — 4,689 $ 166,828 $ — $ 4,689 The fair value of the wrapper is determined by calculating the present value of excess future wrapper fees. When the replacement cost of the wrapper contracts (a re-pricing provided annually by each issuer) is greater than the current wrapper fee, the difference is converted into the implied additional fee payment cash flows for the duration of the holding. The present value of that cash flow stream is calculated using a swap curve yield that is based on the duration of the holding, and adjusted for the holding’s credit quality rating. Since the replacement costs of the wrapper contracts exceeded the actual costs as of December 31, 2008, the fair value of the wrapper contracts is valued at $315,347. As of December 31, 2007, however, the replacement costs of the wrapper contracts did not exceed the actual costs and the fair value of the wrapper contracts was valued at zero. During 2008 and 2007, the Plan’s investments (including investments bought and sold and held during the year) appreciated (depreciated) in value as follows: For the Years Ended December 31 2008 2007 (In thousands) Quoted market price: US government securities $ 6,452 $ 1,490 Corporate stock — common and preferred (13,187 ) 3,231 Celanese corporation common stock (14,201 ) 5,198 Registered investment companies (94,178 ) 261 (115,114 ) 10,180 Investments at estimated fair value: Common/collective trusts (61,997 ) 13,483 Wrapper contracts 315 — $ (176,796 ) $ 23,663 11 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) As discussed in note 2, the Plan adopted SFAS No. 157 as of December 31, 2008. SFAS No. 157 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1 — unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company Level 2 — inputs that are observable in the marketplace other than those inputs classified as Level 1 Level 3 — inputs that are unobservable in the marketplace and significant to the valuation SFAS No. 157 requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008 Fair Value Measurement as of December 31, 2008 Using Quoted Prices in Active Markets for Significant Other As of Identical Assets Observable Inputs December 31, (Level 1) (Level 2) 2008 (In $ thousands) Assets Investments Interest bearing cash — 7,396 7,396 US government securities 29,452 — 29,452 Corporate stock — common and preferred 27,904 — 27,904 Registered investment companies 10,454 147,985 158,439 Common/collective trusts — 89,172 89,172 Investment contracts — 150,517 150,517 Wrapper contracts — 315 315 Participant loans — 8,802 8,802 Total assets 67,810 404,187 471,997 12 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) (4) Plan Termination Although the Company has not expressed any intent to terminate the Plan, it may do so at any time, subject to the provisions of ERISA. Upon termination of the Plan, any Participant who is then an employee of the Company would become 100% vested in all Company contributions. (5) Federal Income Taxes The IRS has determined and informed the Company by a letter dated April 19, 2004, that the Plan and related trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (6) Administrative Expenses Administrative expenses (principally record keeping costs and legal fees) are accrued and charged against the respective funds of the Plan. Investment management fees, taxes, brokerage commissions, and related fees are paid from the respective funds from which they are levied, assessed, or incurred. Certain administrative expenses of the Plan are paid by the Company. Expenses not paid by the Company are paid by the Plan. (7) Parties-in-Interest Certain Plan investments are shares of common/collective trusts managed by JPMorgan/American Century or State Street Bank & Trust Company. In addition, certain Plan investments are in interest bearing cash accounts managed by Morgan Guaranty Trust Company of New York. JPMorgan Retirement Plan Services is the record keeper and State Street Bank & Trust Company is the Trustee, as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. These transactions are covered by an exemption from the “prohibited transaction” provisions of ERISA and the IRC. The Plan also invests in the common stock of the Plan Sponsor as well as makes loans to Plan participants, both of which qualify as parties-in-interest to the Plan and are exempt from prohibited transaction rules. (8) Plan Amendment During December 2007, the Plan was amended, effective January 1, 2008, to add an automatic enrollment feature and an automatic deferral increase feature. Additionally, the amendment modifies the Plan’s vesting rules and clarifies the default investment provisions. The vesting rules are modified such that Participants are immediately vested in Company contributions. 13 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) (9) Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 to Form 5500. 2008 (In thousands) Net assets available for benefits per the financial statements $ 495,573 Add: Change in accrued administrative payables (49 ) Net assets available for benefits per the Form 5500 $ 495,524 The following is a reconciliation of administrative expenses per the financial statements for the year ended December 31, 2008, to Form 5500 2008 (In thousands) Administrative expenses per the financial statements $ 1,332 Add: Change in accrued administrative expenses 49 Administrative expenses per the Form 5500 $ 1,381 Net assets available for benefits and administrative expenses per the financial statements include a $49,394 reduction in the accrual for administrative expenses incurred during the year ended December 31, 2008 and paid in 2009 when compared to the year ended December 31, 2007 and paid in 2008. 14 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value INTEREST BEARING CASH BGI MONEY MARKET FD FOR EBT CASH HELD AT ALEX BROWN 11.000 11.00 11.00 05MP 05499B995 6.000 6.00 6.00 05MU 05499B995 5.000 5.00 5.00 BZW PRINCIPAL CASH 1.140 1.14 1.14 05MP 12399A986 0.280 0.28 0.28 05MU 12399A986 0.860 0.86 0.86 MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.001 12/31/2009 2,434,006.52 2,434,006.52 2,434,006.52 05MO 61699B004 2,434,006.52 2,434,006.52 2,434,006.52 MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.001 12/31/2040 447,267.59 447,267.59 447,267.59 05MO 61699B004 447,267.59 447,267.59 447,267.59 MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.004 12/31/2007 189,002.12 189,002.12 189,002.12 05MO 61699B004 189,002.12 189,002.12 189,002.12 * STATE STREET BANK & TRUST CO SHORT TERM INVESTMENT FUND 1.000 12/31/2030 4,325,495.68 4,325,495.68 4,325,495.68 05MA 8574809S8 2,873,561.27 2,873,561.27 2,873,561.27 05MQ 8574809S8 1,356.58 1,356.58 1,356.58 05MV 8574809S8 1,352,969.32 1,352,969.32 1,352,969.32 05MW 8574809S8 97,608.51 97,608.51 97,608.51 7,395,784.05 7,395,784.05 7,395,784.05 15 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value U.S. GOVERNMENT SECURITIES UNITED STATES TREAS BDS 5 1/4 02/15/29 5.250 02/15/2029 9,255,000.00 9,999,713.49 12,272,999.97 05MA 912810FG8 9,255,000.00 9,999,713.49 12,272,999.97 UNITED STATES TREAS BDS 4 1/2 02/15/36 4.500 02/15/2036 2,500,000.00 2,553,417.97 3,321,485.00 05MA 912810FTO 2,500,000.00 2,553,417.97 3,321,485.00 UNITED STATES TREAS BDS 4 3/4 02/15/37 4.750 02/15/2037 9,945,000.00 9,961,181.11 13,857,740.91 05MA 912810PT9 9,945,000.00 9,961,181.11 13,857,740.91 21,700,000.00 22,514,312.57 29,452,225.88 16 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value CORPORATE STOCKS — PREFERRED WACHOVIA CORP NEW NON CULULATIVE PERP CL A PFD 3,325.000 63,900.04 73,017.00 05MV 929903276 3,325.000 63,900.04 73,017.00 3,325.000 63,900.04 73,017.00 17 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value CORPORATE STOCKS — COMMON TRANSOCEAN INC NAMEN AKT 8,844.000 804,684.28 417,879.00 05MV H8817H100 8,844.000 804,684.28 417,879.00 ABB LTD SPONSORED ADR 6,970.000 92,444.47 104,619.70 05MV 000375204 6,970.000 92,444.47 104,619.70 AIR PRODS + CHEMS INC COM 3,000.000 271,491.92 150,810.00 05MV 009158106 3,000.000 271,491.92 150,810.00 AMAZON COM INC COM 1,239.000 53,560.78 63,535.92 05MV 023135106 1,239.000 53,560.78 63,535.92 APPLE INC COM NPV 5,798.000 968,271.60 494,859.30 05MV 037833100 5,798.000 968,271.60 494,859.30 CVS CAREMARK CORP COM 19,372.000 737,313.67 556,751.28 05MV 126650100 19,372.000 737,313.67 556,751.28 CAMERON INTL CORP COM 3,926.000 129,708.33 80,483.00 05MV 13342B105 3,926.000 129,708.33 80,483.00 CELANESE CORP DE COM SER A 868,525.000 21,380,001.52 10,795,765.75 05MW 150870103 868,525.000 21,380,001.52 10,795,765.75 COSTCO WHSL CORP NEW COM 7,322.000 478,814.98 384,405.00 05MV 22160K105 7,322.000 478,814.98 384,405.00 18 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value DEER + CO COM 1,910.000 70,999.26 73,191.20 05MV 244199105 1,910.000 70,999.26 73,191.20 DEVON ENERGY CORPORATION NEW COM 1,047.000 79,426.43 68,798.37 05MV 25179M103 1,047.000 79,426.43 68,798.37 DISNEY WALT CO DISNEY COM 3,451.000 85,087.36 78,303.19 05MV 254687106 3,451.000 85,087.36 78,303.19 GENENTECH INC COM 12,988.000 773,147.30 1,076,835.08 05MV 368710406 12,988.000 773,147.30 1,076,835.08 GENERAL DYNAMICS CORP COM 9,570.000 519,266.34 551,136.30 05MV 369550108 9,570.000 519,266.34 551,136.30 GILEAD SCIENCES INC COM 3,206.000 153,802.76 163,954.84 05MV 375558103 3,206.000 153,802.76 163,954.84 GOLDMAN SACHS GROUP INC COM 5,208.000 746,742.90 439,503.12 05MV 38141G104 5,208.000 746,742.90 439,503.12 GOOGLE INC CL A 732.000 264,296.75 225,199.80 05MV 38259P508 732.000 264,296.75 225,199.80 HESS CORP COM 10,003.000 1,029,606.46 536,560.92 05MV 42809H107 10,003.000 1,029,606.46 536,560.92 JPMORGAN CHASE + CO COM 5,959.000 208,649.78 187,887.27 05MV 46625H100 5,959.000 208,649.78 187,887.27 JOHNSON + JOHNSON COM 3,236.000 191,296.40 193,609.88 05MV 478160104 3,236.000 191,296.40 193,609.88 LAS VEGAS SANDS CORP COM 48,816.000 612,852.73 289,478.88 05MV 517834107 48,816.000 612,852.73 289,478.88 19 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity f Issuer Shares/Par Rate (D) Cost Value LOCKHEED MARTIN CORP COM 10,835.000 921,788.18 911,006.80 05MV 539830109 10,835.000 921,788.18 911,006.80 LOWES COS INC USDO.50 26,277.000 735,123.13 565,481.04 05MV 548661107 26,277.000 735,123.13 565,481.04 MASTERCARD INC CL A 4,223.000 446,842.67 603,593.39 05MV 57636Q104 4,223.000 446,842.67 603,593.39 MCDONALDS CORP COM 25,267.00 1,374,122.55 1,571,354.73 05MV 580135101 25,267.00 1,374,122.55 1,571,354.73 MONSANTO CO NEW COM 10,552.000 546,639.48 742,333.20 05MV 61166W101 10,552.000 546,639.48 742,333.20 NIKE INC CL B 8,378.000 456,346.42 427,278.00 O5MV 654106103 8,378.000 456,346.42 427,278.00 NORFOLK SOUTHN CORP COM 8,360.000 498,501.70 393,338.00 05MV 655844108 8,360.000 498,501.70 393,338.00 ORACLE CORP COM 4,393.000 79,018.46 77,887.89 05MV 68389X105 4,393.000 79,018.46 77,887.89 PETROLED BRASILEIRO SA SPONSORED ADR 4,008.000 190,867.42 98,155.92 05MV 71654V408 4,008.000 190,867.42 98,155.92 20 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value PRAXAIR INC COM 8,238.000 501,087.14 489,007.68 05MV 74005P104 8,238.000 501,087.14 489,007.68 QUALCOMM INC COM 11,849.000 554,725.47 424,549.67 05MV 747525103 11,849.000 554,725.47 424,549.67 SCHERING PLOUGH CORP COM 10,664.000 172,380.59 181,607.92 05MV 806605101 10,664.000 172,380.59 181,607.92 SCHLUMBERGER LTD COM 4,407.000 285,503.14 186,548.31 05MV 806857108 4,407.000 285,503.14 186,548.31 TARGET CORP COM 7,378.000 342,171.94 254,762.34 05MV 87612E106 7,378.000 342,171.94 254,762.34 US BANCORP DEL COM NEW 22,467.000 675,789.39 561,899.67 05MV 902973304 22,467.000 675,789.39 561,899.67 UNION PAC CORP COM 15,470.000 737,001.05 739,466.00 05MV 907818108 15,470.000 737,001.05 739,466.00 VISA INC COM CL A 11,787.000 809,033.92 618,228.15 05MV 92826C839 11,787.000 809,033.92 618,228.15 WAL MART STORES INC COM 5,984.000 328,666.80 335,463.04 05MV 931142103 5,984.000 328,666.80 335,463.04 WELLS FARGO + CO NEW COM 29,713.000 794,634.75 875,939.24 05MV 949746101 29,713.000 794,634.75 875,939.24 WYNN RESORTS LTD COM 3,961.00 258,585.08 167,391.86 05MV 983134107 3,961.00 258,585.08 167,391.86 YUM BRANDS COM 21,332.000 522,500.58 671,958.00 05MV 988498101 21,332.000 522,500.58 671,958.00 1,286,665.000 40,882,795.88 27,830,818.65 21 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value LOANS TO PARTICIPANTS — OTHER LOANS TO PARTICIPANTS 8,802,457.260 8,802,457.26 8,802,457.26 05ME 53999S985 8,802,457.260 8,802,457.26 8,802,457.26 8,802,457.260 8,802,457.26 8,802,457.26 22 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value COMMON/COLLECTIVE TRUSTS ALLIANCE COLLECTIVE INVT TR BERNSTEIN STRATEGIC VALUE COL 2,647,738.637 28,348,697.07 23,247,145.23 05MB 018564823 2,647,738.637 28,348,697.07 23,247,145.23 BGI EQUITY INDEX FUND F 2,248,503.395 47,136,710.57 31,051,831.88 05MP 05599Z991 2,248,503.395 47,136,710.57 31,051,831.88 BGI RUSSEL 2000 ALPHA TILTS CL F 1,394,940.961 18,730,051.32 14,758,475.37 05MU 05999K966 1,394,940.961 18,730,051.32 14,758,475.37 CAP GUARDIAN 003 01 COMMINGLED ACCT GK19 641,597.212 32,685,703.71 20,114,072.60 05MH 140185976 641,597.212 32,685,703.71 20,114,072.60 6,932,780.205 126,901,162.67 89,171,525.08 23 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value REGISTERED INVESTMENT COMPANY ALLIANCE BERNSTEIN 2000 RET 504,586.976 4,789,843.64 3,774,310.58 05MY 01859M937 504,586.976 4,789,843.64 3,774,310.58 ALLIANCE BERNSTEIN 2005 RET 1,424,003.659 13,605,806.15 9,982,265.65 05MZ 01859M945 1,424,003.659 13,605,806.15 9,982,265.65 ALLIANCE BERNSTEIN 2010 RET 2,701,400.102 26,624,783.79 17,937,296.68 05MO 01859M952 2,701,400.102 26,624,783.79 17,937,296.68 ALLIANCE BERSTEIN 2015 RET 4,991,570.515 49,462,952.93 32,045,882.71 05M1 01859M960 4,991,570.515 49,462,952.93 32,045,882.71 ALLIANCE BERSTEIN 2020 RET 5,213,044.861 51,129,473.98 32,373,008.59 05M2 01859M978 5,213,044.861 51,129,473.98 32,373,008.59 ALLIANCE BERSTEIN 2025 RET 3,939,529.354 38,688,778.52 23,794,757.30 05M3 01859M986 3,939,529.354 38,688,778.52 23,794,757.30 ALLIANCE BERSTEIN 2030 RET 2,443,245.880 23,883,184.32 14,537,312.99 05M4 01859M994 2,443,245.880 23,883,184.32 14,537,312.99 ALLIANCE BERSTEIN 2035 RET 1,372,479.202 13,087,502.40 8,111,352.08 05M5 01859N919 1,372,479.202 13,087,502.40 8,111,352.08 ALLIANCE BERSTEIN 2040 RET 470,381.873 4,352,177.52 2,779,956.87 05M6 01859N927 470.381.873 4,352,177.52 2,779,956.87 ALLIANCE BERSTEIN 2045 RET 228,527.696 2,108,653.35 1,350,598.68 05M7 01859N935 228,527.696 2,108,653.35 1,350,598.68 ALLIANCE BERSTEIN 2050 RET 219,652.118 1,986,900.39 1,298,144.02 05M8 01859N943 219,652.118 1,986,900.39 1,298,144.02 PIMCO TOTAL RETURN FD INSTL CL 1,030,929.350 10,917,803.62 10,453,623.61 05MG 693390700 1,030,929.350 10,917,803.62 10,453,623.61 24,539,351.586 240,637,860.61 158,438,509.76 24 -------------------------------------------------------------------------------- Table of Contents CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2008 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (C) Description of Investment Mat Date (E) Current Fund (B) Identity of Issuer Shares/Par Rate (D) Cost Value INSURANCE CO. GENERAL ACCOUNT BANK OF AMERICA CONTRACT NO. 02 011 5.000 12/31/2055 57,980,980.03 57,980,980.83 57,980,980.83 05MO 05999T9U4 57,980,980.83 57,980,980.83 57,980,980.83 CAISSE DEPOTS ET CONSIGNATIONS CONTRACT 1837 01 5.000 12/31/2055 57,966,009.75 57,966,009.75 57,966,009.75 05MO 1289969F4 57,966,009.75 57,966,009.75 57,966,009.75 * STATE STREET BANK CONTRACT 102063 5.000 12/31/2055 57,980,979.98 57,980,979.98 57,980,979.98 05MO 8579939G6 57,980,979.98 57,980,979.98 57,980,979.98 173,927,970.56 173,927,970.56 173,927,970.56 * Party-in-interest 25 -------------------------------------------------------------------------------- Table of Contents SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Celanese Americas Retirement Savings Plan By: /s/ Christopher W. Jensen Christopher W. Jensen Vice President and Corporate Controller of Celanese Corporation (Principal Accounting Officer) President and Treasurer of Celanese Americas LLC Date: June 29, 2009 26