Item 2.02 Results of Operations and Financial Condition

On February 16, 2006, Celanese Corporation (the ‘‘Company’’) issued a press release reporting the financial results for its fourth quarter and full year 2005, and reaffirming guidance for 2006. A copy of the press release is attached to this Current Report on Form 8-K (‘‘Current Report’’) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item 7.01 Regulation FD Disclosure

On February 16, 2006, David N. Weidman, President and Chief Executive Officer of the Company, and John J. Gallagher III, Executive Vice President and Chief Financial Officer of the Company, made a presentation to investors and analysts via webcast and teleconference hosted by the Company. A copy of the slide presentation posted during the webcast and teleconference is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Additionally, the Company has posted the slide presentation on its website at www.celanese.com under the Investor/Investor Webcast section.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description

99.1	Press Release dated February 16, 2006*

99.2	Slide Presentation dated February 16, 2006*

* In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

SIGNATURES

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

				CELANESE CORPORATION
				By:				/s/ Steven M. Sterin
								Name: Steven M. Sterin Title:     Vice President & Controller

Date: February 16, 2006

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Exhibit Index

Exhibit Number				Description
99.1				Press Release dated February 16, 2006*
99.2				Slide Presentation dated February 16, 2006*

*Exhibit shall be deemed furnished to, but not filed with, the SEC in connection with the disclosure set forth in Item 2.02 and Item 7.01.

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Acetate properties of $23 million, as well as a gain of approximately $36 million from the settlement of transportation-related antitrust matters.

Adjusted earnings per share of $0.60, which includes approximately $25 million of higher than forecasted depreciation and amortization, exceeded the company’s previous guidance range of $0.46 and $0.56. The $0.60 per share excludes the net benefit of special charges and other adjustments of $44 million. The tax rate for the fourth quarter reflects the cumulative change in the estimated effective annual tax rate to 21% from 24% as announced in December.

Adjusted EBITDA for the fourth quarter rose to $255 million from $182 million in the same period of 2004 on strong operating results, including cost and productivity improvements, and higher dividends from cost investments. These results also exceeded the company’s previous guidance range of between $200 million and $230 million.

Operating profit increased to $160 million in the fourth quarter from $23 million in the same period last year as higher raw material, energy, and depreciation costs were more than offset by higher pricing, other one-time gains and reduced selling, general and administrative expenses. Fourth quarter 2005 results included a net benefit of $16 million in special charges/gains while fourth quarter 2004 results included a net expense of $33 million.

Selling, general and administrative expense declined by $95 million for the period, mainly due to cost savings initiatives, reduced personnel costs and the absence of one-time expenses totaling $61 million of special management compensation and IPO-related fees, included in the prior year, partially offset by the inclusion of selling, general and administrative expenses from the 2005 acquisitions.

‘‘A strong fourth quarter marked the end of a tremendous year as we executed our plans to position Celanese for greater growth and profitability,’’ said David Weidman, president and chief executive officer. ‘‘We continued to focus our portfolio, expanded our global reach and improved our industry leadership position. We have identified a clear path to build on this success in 2006.’’

Recent Business Highlights

	•	Sold the omega-3 DHA and COC businesses as well as our common shares in the PEMEAS GmbH fuel cell venture, consistent with our strategy to divest non-core businesses.

	•	Announced expansion plans for our Nanjing, China site to include a 300,000 metric ton, world-scale vinyl acetate monomer plant and a vinyl acetate ethylene unit in addition to the 600,000 metric ton acetic acid plant scheduled for commercial sales the first quarter of 2007.

	•	Announced plans to implement our next generation of VAM technology, known as VAntage Plus™, to further improve production efficiency and lower operating costs across our global manufacturing platform.

	•	Temporarily suspended discussions with Tasnee Petrochemicals regarding the Saudi Arabian acetyls venture project due to the current high demand on contractors and vendors which have affected project costs.

	•	Lowered our borrowing costs on our senior credit facility by reducing the margin over LIBOR from 2.25% to 2.00% on approximately $1.4 billion of the U.S. dollar denominated portion of the Term Loans.

	•	Received a ratings upgrade from Standard & Poor’s on the long-term corporate credit rating for debt holding entities from B+ to BB− and placed on positive outlook by Moody’s Investor Services.

Full Year 2005 Results

Adjusted earnings per share, based on an effective 21% tax rate, were $2.24 for the year and included $0.05 per share for discontinued operations associated with the company’s exit from the Acetate Products filament business. Earnings from discontinued operations were $9 million for the full year 2005 compared to $33 million in 2004.

2

Net sales increased 22% to $6,070 million based on increased pricing, particularly in the Chemical Products segment, and the additional sales from the Acetex and Vinamul businesses. Operating profit reached $561 million in 2005 versus $119 million in 2004. In 2005, adjusted EBITDA was $1,116 million, an increase of 44% from the prior year. The company expanded its operating margin as price and volume increases and results from productivity and cost reduction initiatives more than offset increased raw material and energy costs.

Fourth Quarter Segment Overview

Chemical Products

Chemical Products had another strong quarter due to robust demand and high industry utilization. Net sales increased 20% to $1,107 million, primarily due to the inclusion of the Acetex and Vinamul acquisitions during 2005, as well as higher pricing for most Chemical products. Volume was lower in acetyl derivative products as the company focused on expanding margins.

Overall higher product pricing plus increased dividends from the Ibn Sina cost investment more than offset higher raw materials costs, particularly for natural gas and ethylene. The segment also benefited from the full quarter impact of its Southern Chemical methanol supply contract. Basic products, such as acetic acid and vinyl acetate, had greater success in raising prices while downstream products continued to experience margin compression.  

Earnings from continuing operations before tax and minority interests increased to $179 million from $131 million in the fourth quarter of 2004. The results included the favorable effect on cost of sales of approximately $36 million from the settlement of transportation-related antitrust matters offset by an additional $37 million, when compared to 2004, in depreciation and amortization related to purchase accounting adjustments in both years.

Technical Polymers Ticona

Ticona performed well with increased penetration of key markets and the introduction of new applications. Net sales increased 5% to $213 million compared to the same period last year with increases in volumes and pricing partially offset by unfavorable currency impacts. Ticona expanded its operating margins as the increased sales and reduced spending more than offset increases in raw material and energy costs.  Earnings from continuing operations before tax and minority interests improved to $9 million compared to a loss of $29 million in the prior year primarily due to higher operating profit.  2005 results included a positive impact of approximately $30 million of plumbing insurance recoveries, while both years included expenses associated with the exit of the COC business. 

By exiting the COC business, Ticona made significant progress in realigning its portfolio. A loss on disposal of approximately $35 million was recorded in the fourth quarter of 2005. Comparative results for the prior period reflected a non-cash impairment charge for the COC business of $32 million. 

Adjusting for the offsetting impacts of the COC sale and the settlement of insurance claims in 2005, and considering the non-cash charge for COC in 2004, Ticona’s operating performance improved in 2005 versus 2004 on increased volume and expanded margins.

Acetate Products

Acetate Products’ significant restructuring efforts and China venture expansions remain on track. Net sales increased 10% to $160 million from the same period last year due to increased pricing and volumes. As part of the restructuring plan, higher flake volumes from increased sales to the company’s recently expanded China tow ventures were partially offset by lower tow volumes due to the shutdown of the Canadian tow plant.

Earnings from continuing operations before tax and minority interests increased to $44 million from $13 million in the same period last year, largely due to a $23 million gain on the sale of the Rock Hill,

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S.C. plant and Charlotte, N.C. research and development center. Operations were phased out at both sites as part of the restructuring efforts. Increased pricing plus results from restructuring and productivity improvements more than offset increased raw material and other costs.

Performance Products

Performance Products continued to perform well. Management sharpened its focus on the core sweetener and food protection businesses with the sale of the omega-3 DHA business in December 2005. Net sales increased by $1 million to $40 million compared to the same period last year as higher volumes, primarily for Sunett^® sweetener and sorbates, were partly offset by lower pricing for the sweetener and unfavorable currency effects.  Earnings from continuing operations before tax and minority interests increased by $7 million to $10 million compared to the same period last year, primarily due to ongoing cost saving initiatives and a gain of approximately $3 million from the DHA sale.

Equity and Cost Investments

Cash dividends from equity and cost investments in the fourth quarter increased to $40 million from $11 million in the same quarter last year, mainly due to higher dividends from the Ibn Sina cost investment in Saudi Arabia. For the full year, dividends increased to $154 million from $77 million in 2004.

‘‘2005 was a record year for dividends from our ventures,’’ said John J. Gallagher III, executive vice president and chief financial officer. ‘‘Our equity and cost investments continue to be a critical component of our overall strategy.’’

Taxes

In December, the company changed the tax forecast for its 2005 adjusted EPS guidance to a tax rate of between 19% and 21% versus the previously forecasted tax rate of 24% due to the company’s increased earnings in lower tax jurisdictions. The effective rate for 2005 was 21%. The fourth quarter effective rate was lower than the annual rate to reflect the cumulative difference from the original forecast.

On a US GAAP basis, the effective tax rate for 2005 was approximately 16% as a tax benefit was recorded in the fourth quarter due to the reversal of a valuation allowance in Germany. This reversal, combined with actual earnings in the various tax jurisdictions, resulted in a decrease in the effective tax rate from the previously estimated 35%.

Cash Flow

Preliminary net cash provided by operating activities was approximately $200 million in the fourth quarter and $700 million for 2005. This result is primarily attributable to increased operating profit, higher dividends from cost investments, strong working capital performance and lower pension contributions in 2005.

‘‘Celanese continues to generate strong cash flow from its operations,’’ said Gallagher. ‘‘We expect these trends to continue in 2006 with strong business performance and dividends from our equity and cost investments.’’

Outlook

The company reaffirmed its adjusted EPS guidance for 2006 in the range of $2.50 to $2.90 per share, despite a forecast for increased depreciation and amortization expense. The company now expects depreciation and amortization to be between $300 million and $330 million, $60 to $70 million higher than the company’s prior guidance primarily due to purchase accounting. Adjusted EPS guidance is based on 172 million diluted shares and an effective tax rate between 18% and 22%.

For 2006, the company expects demand for Chemical Products to remain strong and to absorb the additional capacity that began coming on stream in early 2006. Raw material costs are forecasted to

4

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moderate from those of late 2005 throughout the year, but could be volatile and remain high relative to historic levels. Acetate Products and Ticona are expected to show improved results, benefiting from the impacts of restructuring and increased volume and pricing, respectively. The company also expects dividends from Acetate Products’ China ventures to be paid in the second quarter of 2006. Performance Products earnings are expected to remain essentially flat as volume increases offset lower pricing.

‘‘Overall, we expect continued performance improvement in 2006 with a first quarter adjusted EPS modestly higher than the first quarter of 2005 results of $0.62,’’ said Weidman. ‘‘The company is focused on executing our strategies and delivering value for our customers and shareholders during another year of expected strong global demand.’’

Celanese Corporation (NYSE:CE) is an integrated global producer of value-added industrial chemicals based in Dallas, Texas. The Company has four major businesses: Chemicals Products, Technical Polymers Ticona, Acetate Products and Performance Products. Celanese has production plants in 13 countries in North America, Europe and Asia. In 2005, Celanese Corporation had net sales of $6.1 billion. For more information on Celanese Corporation, please visit the company's web site at www.celanese.com.

Forward-Looking Statements

This release 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 release, the words‘‘outlook,‘‘‘‘forecast,‘‘ ‘‘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 release. 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 filings with the Securities and Exchange Commission. 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 statements 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.

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Preliminary Consolidated Statements of Operations – Unaudited

				Q4 2005				Q4 2004				FY 2005				FY 2004
in $ millions				Successor				Successor				Successor				Combined
Net sales					1,551				1,303				6,070				4,962
Cost of sales					(1,251	)			(1,006	)			(4,773	)			(4,009	)
Gross profit					300				297				1,297				953
Selling, general and administrative expenses					(124	)			(219	)			(562	)			(633	)
Research and development expenses					(23	)			(22	)			(91	)			(90	)
Special (charges)/gains:
Insurance recoveries associated with plumbing cases					30				—				34				1
Restructuring, impairment and other special charges					(14	)			(33	)			(107	)			(111	)
Foreign exchange gain (loss), net					0				(1	)			—				(3	)
Gain (loss) on disposition of assets					(9	)			1				(10	)			2
Operating profit					160				23				561				119
Equity in net earnings of affiliates					13				1				61				48
Interest expense					(71	)			(72	)			(387	)			(306	)
Interest income					7				9				38				29
Other income (expense), net					42				(5	)			89				(3	)
Earnings (loss) from continuing operations before tax and minority interests					151				(44	)			362				(113	)
Income tax benefit (provision)					20				(12	)			(57	)			(87	)
Earnings (loss) from continuing operations before minority interests					171				(56	)			305				(200	)
Minority interests					4				(6	)			(37	)			(8	)
Earnings (loss) from continuing operations					175				(62	)			268				(208	)
Earnings from operation of discontinued operations (including gain on disposal of discontinued operations)					—				5				9				15
Related income tax benefit					—				—				—				15
Earnings from discontinued operations					—				5				9				33
Net earnings (loss)					175				(57	)			277				(175	)
Cumulative declared and undeclared preferred stock dividend					(3	)			—				(10	)			—
Net earnings (loss) available to common shareholders					172				(57	)			267				(175	)

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Preliminary Consolidated Balance Sheets — Unaudited

in $ millions				Dec 31 2005				Dec 31 2004
ASSETS
Current assets:
Cash and cash equivalents					390				838
Receivables, net:
Trade receivables, net — third party and affiliates					918				843
Other receivables					481				670
Inventories					661				604
Deferred income taxes					83				71
Other assets					91				86
Assets of discontinued operations					2				39
Total current assets					2,626				3,151
Investments					776				833
Property, plant and equipment, net					2,040				1,702
Deferred income taxes					94				54
Other assets					482				523
Goodwill					919				747
Intangible assets, net					481				400
Total assets					7,418				7,410
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term borrowings and current installments of long-term debt — third party and affiliates					155				144
Accounts payable and accrued liabilities:
Trade payables — third party and affiliates					810				716
Other current liabilities					798				888
Deferred income taxes					54				20
Income taxes payable					204				214
Liabilities of discontinued operations					2				13
Total current liabilities					2,023				1,995
Long-term debt					3,282				3,243
Deferred income taxes					281				256
Benefit obligations					1,127				1,000
Other liabilities					425				510
Minority interests					61				518
Shareholders' equity (deficit):
Preferred stock					—				—
Common stock					—				—
Additional paid-in capital					339				158
Retained earnings (accumulated deficit)					24				(253	)
Accumulated other comprehensive loss					(144	)			(17	)
Total shareholders' equity					219				(112	)
Total liabilities and shareholders' equity (deficit)					7,418				7,410

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Table 1

Segment Data*

				Q4 2005				Q4 2004				FY 2005				FY 2004
in $ millions				Successor				Successor				Successor				Combined
Net sales
Chemical Products					1,107				925				4,336				3,391
Technical Polymers Ticona					213				203				887				863
Acetate Products					160				145				659				588
Performance Products					40				39				180				175
Other activities					69				14				144				56
Intersegment eliminations					(38	)			(23	)			(136	)			(111	)
Total					1,551				1,303				6,070				4,962
Operating Profit (Loss)
Chemical Products					143				129				573				313
Technical Polymers Ticona					(2	)			(38	)			60				19
Acetate Products					42				13				67				(13	)
Performance Products					10				4				51				29
Other activities					(33	)			(85	)			(190	)			(229	)
Total					160				23				561				119
Earnings (Loss) from Continuing Operations Before Tax and Minority Interests
Chemical Products					179				131				655				329
Technical Polymers Ticona					9				(29	)			116				71
Acetate Products					44				13				71				(9	)
Performance Products					10				3				46				26
Other activities					(91	)			(162	)			(526	)			(530	)
Total					151				(44	)			362				(113	)
Special (Charges)/Gains in Operating Profit (Loss)
Chemical Products					(9	)			1				(25	)			(4	)
Technical Polymers Ticona					30				(33	)			8				(38	)
Acetate Products					1				—				(9	)			(41	)
Performance Products					—				—				—				—
Other activities					(6	)			(1	)			(47	)			(27	)
Total					16				(33	)			(73	)			(110	)
Other Adjustments, excluding Special (Charges)/Gains**
Chemical Products					40								32
Technical Polymers Ticona					(36	)							(38	)
Acetate Products					23								23
Performance Products					—								(1	)
Other activities					1								(102	)
Total					28				nm				(86	)			nm
Depreciation and Amortization Expense
Chemical Products					49				12				167				128
Technical Polymers Ticona					18				14				60				64
Acetate Products					8				3				29				41
Performance Products					3				5				13				12
Other activities					8				—				17				6
Total					86				34				286				251

*	Other Activities primarily includes corporate selling, general and administrative expenses and the results from AT Plastics and captive insurance companies

**	Adjustments to calculate adjusted EPS — see reconciliation in Table 6

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Table 2

Factors Affecting Fourth Quarter 2005 Segment Net Sales Compared to Fourth Quarter 2004

in percent				Volume				Price				Currency				Other*				Total
Chemical Products					−8	%			12	%			−4	%			20	%			20	%
Technical Polymers Ticona					6	%			3	%			−4	%			0	%			5	%
Acetate Products					6	%			4	%			0	%			0	%			10	%
Performance Products					16	%			−8	%			−5	%			0	%			3	%
Segment total					−4	%			9	%			−3	%			14	%			16	%

	* Primarily represents net sales of the recently acquired Vinamul and Acetex businesses, excluding AT Plastics

Table 3

Factors Affecting Full Year 2005 Segment Net Sales Compared to 2004

in percent				Volume				Price				Currency				Other*				Total
Chemical Products					−3	%			16	%			1	%			14	%			28	%
Technical Polymers Ticona					0	%			3	%			0	%			0	%			3	%
Acetate Products					8	%			4	%			0	%			0	%			12	%
Performance Products					7	%			−4	%			0	%			0	%			3	%
Segment total					−1	%			12	%			0	%			10	%			21	%

	* Primarily represents net sales of the recently acquired Vinamul and Acetex businesses, excluding AT Plastics

Table 4

Cash Dividends Received

				Q4 2005				Q4 2004				FY 2005				FY 2004
in $ millions				Successor				Successor				Successor				Combined
Dividends from equity investments					5				2				65				37
Other distributions from equity investments					—				—				—				1
Dividends from cost investments					35				9				89				39
Total					40				11				154				77

Table 5

Net Debt

				Dec 31				Dec 31
in $ millions				2005				2004
Short-term borrowings and current installments of long-term debt — third party and affiliates					155				144
Plus: Long-term debt					3,282				3,243
Total debt					3,437				3,387
Less: Cash and cash equivalents					390				838
Net Debt					3,047				2,549

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Table 6

Earnings Per Share

in $ millions, except for share and per share data				Q4 2005				FY 2005
Earnings from continuing operations before tax and minority interests					151				362
Income tax benefit (provision)					20				(57	)
Minority interests					4				(37	)
Earnings from discontinued operations					—				9
Preferred dividends					(3	)			(10	)
Net earnings available to common shareholders					172				267
Basic EPS Calculation:
Weighted average shares outstanding (millions)					158.6				154.4
Earnings per common share from continuing operations					1.08				1.67
Earnings per common share from discontinued operations					—				0.06
Earnings per common share – basic					1.08				1.73
Diluted EPS Calculation:
Net earnings available to common shareholders					172				267
Add back: Preferred dividends					3				10
Net earnings for diluted EPS					175				277
Diluted shares (millions)
Weighted average shares outstanding					158.6				154.4
Conversion of Preferred Shares					12.0				11.1
Assumed conversion of stock options					0.9				0.7
Total diluted shares					171.5				166.2
Earnings per common share from continuing operations					1.02				1.61
Earnings per common share from discontinued operations					—				0.06
Earnings per common share – diluted					1.02				1.67

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Table 6 continued

Diluted Adjusted Earnings Per Share–Reconciliation of Non-US GAAP Items

in $ millions, except for share and per share data				Q4 2005 Adjusted				FY 2005 Adjusted
Earnings from continuing operations before tax and minority interests					151				362
Non-GAAP Adjustments:
Purchase accounting for inventories					(4	)			12
Special (charges)/gains					(16	)			73
Settlement of transportation-related antitrust matters					(36	)			(36	)
Gain on disposition of Acetate properties					(23	)			(23	)
Loss on disposition of COC business					35				35
Non-operating foreign exchange gain					—				(14	)
Sponsor monitoring fee					—				10
Refinancing costs					—				102
Adjusted earnings from continuing operations before tax and minority interests					107				521
Income tax provision on adjusted net earnings*					(8	)			(109	)
Minority interests					4				(37	)
Earnings from discontinued operations					—				9
Preferred dividends					(3	)			(10	)
Adjusted net earnings available to common shareholders					100				374
Add back: Preferred dividends					3				10
Adjusted net earnings for diluted adjusted EPS					103				384
Diluted shares (millions)
Weighted average shares outstanding					158.6				158.6
Conversion of Preferred Shares					12.0				12.0
Assumed conversion of stock options					0.9				0.9
Total diluted shares					171.5				171.5
Diluted Adjusted EPS from continuing operations					0.60				2.19
Earnings per common share from discontinued operations					—				0.05
Diluted Adjusted EPS					0.60				2.24

	* The effective tax rate applicable to adjusted net earnings available to common shareholders is 21%.

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Table 7

Adjusted EBITDA

				Q4 2005				Q4 2004				FY 2005				FY 2004
in $ millions				Successor				Successor				Successor				Combined
Net earnings (loss)					175				(57	)			277				(175	)
(Earnings) from discontinued operations					—				(5	)			(9	)			(33	)
Interest expense					71				72				387				306
Interest income					(7	)			(9	)			(38	)			(29	)
Income tax provision (benefit)					(20	)			12				57				87
Depreciation and amortization					86				34				286				251
EBITDA					305				47				960				407
Adjustments:
Equity in net earnings of affiliates in excess of cash dividends received					(8	)			1				4				(11	)
Special charges/gains					(16	)			33				73				110
Other unusual items and adjustments(1)					(26	)			101				79				270
Adjusted EBITDA					255				182				1,116				776

	(1) Other Unusual Items and Adjustments

in $ millions				Q4 2005				Q4 2004				FY 2005				FY 2004
Net (gain) loss on disposition of assets:
Gain on disposition of Acetate properties					(23	)							(23	)
Loss on disposition of COC business					35								35
Other					(3	)			(1	)			(2	)			(2	)
Total net (gain) loss on disposition of assets					9				(1	)			10				(2	)
Excess of minority interest (income) expense over cash dividends paid to minority shareholders					(4	)			6				37				8
Severance and other restructuring charges not included in special charges					2				8				6				31
Cash interest income used by captive insurance subsidiaries to fund operations					2				3				9				10
Franchise taxes					1				1				2				2
Unusual and non-recurring items:
Settlement of transportation-related antitrust matters					(36	)							(36	)
Other*					6				61				31				109
Total Unusual and non-recurring items					(30	)			61				(5	)			109
Non-cash charges/(gains)**					(6	)			10				10				70
Sponsor monitoring fee					—				5				10				10
Pro forma cost savings***					—				8				—				32
Total Other Unusual Items and Adjustments					(26	)			101				79				270

*	Primarily includes costs related to the Celanese AG acquisition and related management compensation program (Q4 2004 and FY 2004), Vinamul acquisition (Q4 2005 and FY 2005), productivity enhancement programs (all periods presented), corporate office relocations (all periods presented), and IPO bonus (FY 2005).

**	Primarily includes purchase accounting adjustments for inventories and currency translation effects of a net investment hedge (all periods presented).

***	Primarily represents adjustments on a proforma basis for certain cost savings that we expected to achieve from additional pension contributions (Q4 2004 and FY 2004).

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Table 8

Breakout of Special (Charges)/Gains by Type

				Q4 2005				Q4 2004				FY 2005				FY 2004
in $ millions				Successor				Successor				Successor				Combined
Employee termination benefits					(9	)			(1	)			(27	)			(10	)
Plant/office closures					(6	)			(1	)			(8	)			(52	)
Restructuring adjustments					—				2				—				3
Total restructuring					(15	)			0				(35	)			(59	)
Environmental related plant closures					—				—				(12	)			—
Plumbing actions					30				—				34				1
Asset impairments					—				(32	)			(25	)			(25	)
Other					1				(1	)			(35	)			(27	)
Total					16				(33	)			(73	)			(110	)

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Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP

This release reflects three performance measures, adjusted EBITDA, net debt and diluted adjusted earnings per share as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for diluted adjusted earnings per share is diluted earnings (loss) per share; for net debt is total debt; and for adjusted EBITDA is net earnings (loss).

Successor

Successor represents Celanese Corporation's financial position as of December 31, 2005 and December 31, 2004 and its consolidated results of operations for the three months and twelve months ended December 31, 2005. These consolidated financial statements reflect the application of purchase accounting relating to the acquisition of Celanese AG and Vinamul and preliminary purchase accounting adjustments relating to the acquisition of Acetex.

Predecessor

Predecessor represents Celanese AG's consolidated results of its operations for the three months ended March 31, 2004. These results relate to a period prior to the acquisition of Celanese AG and present Celanese AG'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 and different accounting policies.

The presentation of combined 2004 consolidated statements of operations of the predecessor and successor results in a non-GAAP measure as the predecessor and successor's consolidated financial statements are based on two different methods of accounting and as the successor's consolidated financial statements include the effects of purchase accounting.

Use of Non-U.S. GAAP Financial Information

Adjusted EBITDA, a measure used by management to measure performance, is defined as earnings (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization, and further adjusted for certain cash and non-cash charges. Our management believes adjusted EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to net earnings as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants. Diluted adjusted net earnings per share is a measure used by management to measure performance. It is defined as income available to common shareholders plus preferred dividends, adjusted for special and one-time expenses and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method as of December 31, 2005. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. Net debt is defined as total debt less cash and cash equivalents. Our management uses net debt to evaluate the Company's capital structure.

Results Unaudited

The results presented in this release, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

    

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