0000950123-08-007445 11-K 1 20071231 20080630 20080630 Celanese CORP 0001306830 2820 980420726 DE 1231 11-K 34 001-32410 08926640 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 y60695e11vk.htm FORM 11-K 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) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 OR o 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 2 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006 3 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2007 and 2006 4 Notes to Financial Statements 5 Supplemental Schedule* Schedule H, line 4i — Schedule of Assets (Held at end of year) as of December 31, 2007 12 Signatures 24 * 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. -------------------------------------------------------------------------------- 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, 2007 and 2006 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, 2007 and 2006, 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, 2007 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 27, 2008 2 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Statements of Net Assets Available for Benefits As of December 31, 2007 2006 (In thousands) Assets Investments: At fair value (Note 3) $ 673,343 $ 731,214 Loans to participants 9,589 11,575 Total investments 682,932 742,789 Receivables: Accrued interest and dividends 1,505 1,422 Total receivables 1,505 1,422 Total assets 684,437 744,211 Liabilities Administrative payables 811 766 Net assets available for benefits at fair value 683,626 743,445 Adjustment from fair value to contract value for fully benefit-responsive investment contract (Note 3, 2006-Revised) 4,689 2,680 Net assets available for benefit $ 688,315 $ 746,125 See accompanying notes to financial statements. 3 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2007 2006 (In thousands) Investment income: Net appreciation of investments (Note 3) $ 23,663 $ 72,275 Interest 11,668 12,111 Dividends 904 704 Other 1,146 34 Total investment income 37,381 85,124 Contributions: Company, net of forfeitures 9,490 9,895 Participant 20,249 20,607 Rollovers 634 734 Total contributions 30,373 31,236 Administrative expenses (2,196 ) (2,071 ) Withdrawals and distributions (93,287 ) (82,704 ) Transfers (to) from other plans (30,081 ) 7,019 Net increase (decrease) (57,810 ) 38,604 Net assets available for benefits: Beginning of year 746,125 707,521 End of year $ 688,315 $ 746,125 See accompanying notes to financial statements. 4 -------------------------------------------------------------------------------- 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 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. Effective January 1, 2006, the Plan was amended to allow for participation of Meredosia Union employees. In September 2006, participant account balances of $7,019,236 were transferred to the Plan from the Celanese Americas Retirement Savings Plan for Meredosia Union Employees. This transfer represents participant assets for employees that were transferred to the Plan as a result of a newly ratified collective bargaining agreement. 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, 2006 the plan was amended 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 3% of the participant’s eligible compensation. (d) Vesting All Participants’ contributions and income earned or losses incurred thereon are fully vested at all times. The Company’s contributions and income earned or losses incurred thereon are vested either upon the completion of three years of service with the Company, as defined in the Plan document, death, retirement, total and permanent disability, involuntary termination of employment by the Company (other than for cause) or the attainment of age 65. Effective January 1, 2008, Participants will be immediately vested in Company contributions (Note 8). 5 -------------------------------------------------------------------------------- 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 2007 and 2006, Company contributions were reduced by $252,938 and $539,203 respectively, from forfeited non-vested accounts. At December 31, 2007 and 2006, forfeitures of $170,715 and $188,831, 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, 2007 was 5% to 10.5% with maturities ranging from 2008 to 2021. (i) Investments Plan Participants may direct the investment of their account in 1% increments among any of twelve investment options. Options Investment Manager Smart-Mix Fund — Conservative JP Morgan Asset Management Smart-Mix Fund — Moderate JP Morgan Asset Management Smart-Mix Fund — Aggressive JP Morgan Asset Management 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 6 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) 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 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. During 2006, the Trustee purchased 341,550 shares of Celanese Corporation stock for the fund at an average price of $19.92 per share and sold 243,804 shares of Celanese Corporation stock for the fund at an average price $20.56 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. The average yield of the investment contracts was 6.75% and 5.74% for the years ended December 31, 2007 and 2006, respectively. The stabilized interest rate (“Crediting Rate”) on investment contracts was 5.23% and 5.29% as of December 31, 2007 and 2006, 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. (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. 7 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) (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. (3) Investments The following table presents the total investments of the Plan segregated by valuation method. As of December 31, 2007 2006 (In thousands) Quoted market price: Interest bearing cash $ 9,276 $ 5,163 US government securities 30,395 31,518 Common stock 44,164 32,674 Registered investment companies 10,352 9,761 94,187 79,116 Investments at estimated fair value: Common/collective trusts 412,328 469,047 Investment contracts 166,828 183,051 Investments at fair value 673,343 731,214 Participant loans 9,589 11,575 Total investments $ 682,932 $ 742,789 Investments representing five percent or more of the Plan’s net assets as of December 31 are as follows: As of December 31 2007 2006 (In thousands) Alliance Collective Investment Trust 154,752 190,003 BGI Equity Index Fund 1 100,998 112,503 BGI Russell 2000 Alpha Tilts Fund 45,618 58,449 CG International non-US Equity Fund 43,765 39,281 Bank of America, contract no. 02 011 57,175 61,916 Caisse Depots et Consignations, contract no. 1837 01 57,167 61,899 State Street Bank, contract no. 102063 57,175 61,916 8 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) Investment Contracts 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 — — 4,689 $ 166,828 $ — $ 4,689 Wrapper Adjustment to Investments at Contracts at Contract 2006 Fair Value Fair Value Value (In thousands) Cash $ 19 $ — $ — US government securities 199 — — Interest-bearing cash 673 — — JP Morgan Intermediate Bond Fund 182,160 — — Wrapper (revised) — — 2,680 $ 183,051 $ — $ 2,680 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. As the replacement costs of the wrapper contracts do not exceed the actual costs, the fair value of the wrapper was valued at zero for the years ended December 31, 2007 and 2006. In the 2006 audited financial statements, Celanese disclosed the fair value of the wrapper contracts to be $3,495,000 and the adjustment from fair value to contract value for fully benefit-responsive investments contracts to be $(815,000). Such presentation has been revised in the current financial statements to reflect the fair value of the wrapper at December 31, 2006 to be zero and the adjustment from fair value to contract value for fully benefit-responsive investments contracts to be $2,680,000. With the revised presentation of the fair value of the wrapper, there is no change in Net Assets Available for Benefits. 9 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) During 2007 and 2006, 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 2007 2006 (In thousands) Quoted market price: US government securities $ 1,490 $ (1,552 ) Common stock 3,231 1,288 Celanese corporation common stock 5,198 2,014 Registered investment companies 261 (111 ) 10,180 1,639 Investments at estimated fair value: Common/collective trusts 13,483 70,636 $ 23,663 $ 72,275 (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 10 -------------------------------------------------------------------------------- Celanese Americas Retirement Savings Plan Notes to Financial Statements — (Continued) rules and clarifies the default investment provisions. The vesting rules are modified such that Participants are immediately vested in Company contributions. (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, 2007 to Form 5500. 2007 (In thousands) Net assets available for benefits per the financial statements $ 688,315 Add: Administrative payables 319 Net assets available for benefits per the Form 5500 $ 688,634 The following is a reconciliation of administrative expenses per the financial statements for the year ended December 31, 2007, to Form 5500 2007 (In thousands) Administrative expenses per the financial statements $ 2,196 Less: Administrative expenses 319 Administrative expenses per the Form 5500 $ 1,877 Net assets available for benefits and administrative expenses per the financial statements include $319,000 to accrue for administrative expenses incurred during the year ended December 31, 2007 and paid in 2008. 11 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 12/31/2007 3,764,386.69 3,764,386.69 3,764,386.69 05MD 61699B004 410,785.35 410,785.35 410,785.35 05ML 61699B004 177,841.89 177,841.89 177,841.89 05MN 61699B004 103,336.56 103,336.56 103,336.56 05MO 61699B004 3,072,422.89 3,072,422.89 3,072,422.89 MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.001 12/31/2008 866,892.75 866,892.75 866,892.75 05MD 61699B004 866,892.75 866,892.75 866,892.75 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 4,455,608.19 4,455,608.19 4,455,608.19 05MA 8574809S8 1,514,024.11 1,514,024.11 1,514,024.11 05MQ 8574809S8 1,319.28 1,319.28 1,319.28 05MV 8574809S8 2,828,795.04 2,828,795.04 2,828,795.04 05MW 8574809S8 111,469.76 111,469.76 111,469.76 9,275,901.89 9,275,901.89 9,275,901.89 12 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 BD 28/11/15 5.250 5.250 11/15/2008 3,000,000.00 3,047,219.89 3,300,702.00 05MA 912810FFO 3,000,000.00 3,047,219.89 3,300,702.00 UNITED STATES TREAS BDS 5 1/4 02/15/29 5.250 02/15/2029 16,875,000.00 17,052,446.12 18,563,816.25 05MA 912810FG8 16,875,000.00 17,052,446.12 18,563,816.25 UNITED STATES TREAS BDS 5.375 02/15/2031 140,000.00 148,842.97 157,729.74 05MA 912810FP8 140,000.00 148,842.97 157,729.74 UNITED STATES TREAS BDS 4 3/4 02/15/37 4.750 02/15/2037 8,000,000.00 7,961,477.98 8,372,496.00 05MA 912810PT9 8,000,000.00 7,961,477.98 8,372,496.00 28,015,000.00 28,209,986.96 30,394,743.99 13 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 SHS NEW 8,420.000 1,147,400.18 1,205,323.00 05MV G90073100 8,420.000 1,147,400.18 1,205,323.00 AT+ T INC COM 17,888.000 728,709.43 743,425.28 05MV 00206R102 17,888.000 728,709.43 743,425.28 AIR PRODS + CHEMS INC COM 3,000.000 271,491.92 295,890.00 05MV 009158106 3,000.000 271,491.92 295,890.00 AMERICA MOVIL SAB DE CV SPONS ADR REPSTG SER L SHS 10,421.000 336,649.70 639,745.19 05MV 02364W105 10,421.000 336,649.70 639,745.19 AMYLIN PHARMACEUTICALS INC 8,816.000 331,438.39 326,192.00 05MV 032346108 8,816.000 331,438.39 326,192.00 APPLE INC COM NPV 6,888.000 951,571.53 1,364,375.04 05MV 037833100 6,888.000 951,571.53 1,364,375.04 BOEING CO COM 2,907.000 260,763.24 254,246.22 05MV 097023105 2,907.000 260,763.24 254,246.22 CVS CAREMARK CORP COM 17,110.000 671,462.28 680,122.50 05MV 126650100 17,110.000 671,462.28 680,122.50 CAMERON INTL CORP COM 4,008.000 132,417.47 192,905.04 05MV 13342B105 4,008.000 132,417.47 192,905.04 * CELANESE CORP DE COM SER A 297,882.000 7,650,897.48 12,606,366.24 05MW 150870103 297,882.000 7,650,897.48 12,606,366.24 CHINA MOBILE LTD SPONSORED ADR 1,000.000 46,144.10 86,870.00 05MV 16941M109 1,000.000 46,144.10 86,870.00 14 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 CISCO SYS INC COM 4,117.000 94,132.36 111,447.19 05MV 17275R102 4,117.000 94,132.36 111,447.19 COCA COLA CO COM 4,904.000 301,677.82 300,958.48 05MV 191216100 4,904.000 301,677.82 300,958.48 FEDEX CORP COM 1,452.000 120,100.07 129,474.84 05MV 31428X106 1,452.000 120,100.07 129,474.84 GENENTECH INC COM 17,988.000 1,070,786.40 1,206,455.16 05MV 368710406 17,988.000 1,070,786.40 1,206,455.16 GENERAL DYNAMICS CORP COM 9,570.000 519,266.34 851,634.30 05MV 369550108 9,570.000 519,266.34 851,634.30 GOLDMAN SACHS GROUP INC COM 5,910.000 990,428.09 1,270,945.50 05MV 38141G104 5,910.000 990,428.09 1,270,945.50 GOOGLE INC CL A 1,948.000 1,169,415.11 1,347,003.04 05MV 38259P508 1,948.000 1,169,415.11 1,347,003.04 HEINEKEN N.V. ADR 9,540.000 221,287.36 304,803.00 05MV 423012202 9,540.000 221,287.36 304,803.00 HESS CORP COM 10,003.000 1,029,606.46 1,008,902.58 05MV 42809H107 10,003.000 1,029,606.46 1,008,902.58 HEWLETT PACKARD CO COM 7,152.000 344,868.35 361,032.96 05MV 428236103 7,152.000 344,868.35 361,032.96 INTEL CORP COM 25,456.000 558,166.10 678,656.96 05MV 458140100 25,456.000 558,166.10 678,656.96 LAS VEGAS SANDS CORP COM 7,831.000 464,921.65 806,984.55 05MV 517834107 7,831.000 464,921.65 806,984.55 15 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 LEHMAN BROTHERS HLDGS INC COM 11,967.00 690,712.37 783,120.48 05MV 524908100 11,967.00 690,712.37 783,120.48 LOCKHEED MARTIN CORP COM 10,835.000 921,788.18 1,140,492.10 05MV 539830109 10,835.000 921,788.18 1,140,492.10 LOWES COS INC USDO.50 20,937.000 614,889.51 473,594.94 05MV 548661107 20,937.000 614,889.51 473,594.94 MGM MIRAGEINC COM 7,105.000 269,163.99 596,962.10 05MV 552953101 7,105.000 269,163.99 596,962.10 MASTERCARD INC CL A 4,421.000 455,261.58 951,399.20 05MV 57636Q104 4,421.000 455,261.58 951,399.20 MCDONALDS CORP COM 28,887.000 1,570,992.91 1,701,733.17 05MV 580135101 28,887.000 1,570,992.91 1,701,733.17 MERCK + CO INC COM 23,441.000 1,358,164.67 1,362,156.51 05MV 589331107 23,441.000 1,358,164.67 1,362,156.51 MERRILL LYNCH + CO INC COM 2,365.000 136,726.78 126,953.20 O5MV 590188108 2,365.000 136,726.78 126,953.20 MICROSOFT CORP COM 33,532.000 1,206,544.00 1,193,739.20 05MV 594918104 33,532.000 1,206,544.00 1,193,739.20 MONSANTO CO NEW COM 9,236.000 416,237.35 1,031,568.84 05MV 61166W101 9,236.000 416,237.35 1,031,568.84 NORDSTROM INC COM 4,056.000 155,405.64 148,976.88 05MV 655664100 4,056.000 155,405.64 148,976.88 PETROLEO BRASILEIRO SA SPONSORED ADR 9,023.000 884,841.74 1,039,810.52 05MV 71654V408 9,023.000 884,841.74 1,039,810.52 16 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 8,238.000 501,087.14 730,792.98 05MV 74005P104 8,238.000 501,087.14 730,792.98 QUALCOMM INC COM 5,238.000 216,269.68 206,115.30 05MV 747525103 5,238.000 216,269.68 206,115.30 SCHERING PLOUGH CORP COM 18,531.000 514,187.23 493,665.84 05MV 806605101 18,531.000 514,187.23 493,665.84 SCHLUMBERGER LTD COM 10,080.000 715,545.44 991,569.60 05MV 806857108 10,080.000 715,545.44 991,569.60 TESCO PLC SPONSORED ADR 8,567.000 247,728.71 239,876.00 05MV 881575302 8,567.000 247,728.71 239,876.00 TOYOTA MTR CO ADR 2 COM 5,122.000 524,845.41 543,802.74 05MV 892331307 5,122.000 524,845.41 543,802.74 UNION PAC CORP COM 6,707.000 608,776.48 842,533.34 05MV 907818108 6,707.000 608,776.48 842,533.34 UNITEDHEALTH GROUP INC COM 23,385.0000 752,526.21 1,361,007.00 05MV 91324P102 23,385.0000 752,526.21 1,361,007.00 WELLS FARGO + CO NEW COM 5,507.000 188,580.63 166,256.33 05MV 949746101 5,507.000 188,580.63 166,256.33 WYNN RESORTS LTD COM 3,995.000 260,804.69 447,959.35 05MV 983134107 3,995.000 260,804.69 447,959.35 YUM BRANDS INC COM 21,332.000 522,500.58 816,375.64 05MV 988498101 21,332.000 522,500.58 816,375.64 766,718.000 33,147,182.75 44,164,220.33 17 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 9,588,989.980 9,588,989.98 9,588,989.98 05ME 53999S985 9,588,989.980 9,588,989.98 9,588,989.98 9,588,989.980 9,588,989.98 9,588,989.98 18 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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/ COLLE CTIVE TRUSTS ALLIANCE COLLECTIVE INVT TR BERNSTEIN STRATEGIC VALUE COL 9,493,956.287 86,443,340.90 154,751,487.45 05MB 018564823 9,493,956.287 86,443,340.90 154,751,487.45 * JPMCB SPECIAL SITUATION PROPERTY FUND 349.694 314,951.64 610,822.75 05ML 03499B925 49.453 45,258.28 86,379.79 05MN 03499B925 300.241 269,693.36 524,442.96 BGI EQUITY INDEX FUND I 2,196,553.993 69,125,525.05 100,997,552.60 05MP 05799K984 2,196,553.993 69,125,525.05 100,997,552.60 BGI RUSSEL 2000 ALPHA TILTS CL F 2,876,302.644 38,056,791.48 45,618,159.93 05MU 05999K966 2,876,302.644 38,056,791.48 45,618,159.93 CG INTL NON US EQUITY 1,131,161.500 34,935,604.21 43,764,638.44 05MH 12599Q971 1,131,161.500 34,935,604.21 43,764,638.44 INTREPID AMERICA COMMINGLED PENSION TR 9719929 357,478.917 6,809,337.54 7,020,885.93 05MD 46299E961 45,196.890 862,079.51 887,666.92 05ML 46299E961 97,861.920 1,854,528.07 1,922,008.11 05MN 46299E961 214,420.107 4,092,729.96 4,211,210.90 * JPMCB STRATEGIC PROPERTY FND 1,412.767 1,518,083.76 2,607,840.73 05MD 46599C921 424.264 394,970.74 783,153.16 05ML 46599C921 408.065 450,951.88 753,251.26 05MN 46599C921 580.438 672,161.14 1,071,436.31 * JPMCB EAFE REI FUND 21,521.026 338,565.57 437,307.27 05MD 46799F989 21,521.026 338,565.57 437,307.27 * JPMBC EMERGING MARKETS EQUITY REF 29803779 25,656.610 435,586.78 1,034,217.94 05ML 46799G953 10,487.691 144,126.26 422,758.82 05MN 46799G953 15,168.919 291,460.52 611,459.12 * JPMBC US ACTIVE FIXED CORE FD REF 29803773 342,868.218 9,109,649.16 9,915,748.87 05MD 46799G961 172,803.196 4,458,477.57 4,997,468.43 19 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (C) (E) (A) Description of Mat Date Current Fund (B) Identity of Issuer Investment Shares/Par Rate (D) Cost Value 05ML 46799G961 112,908.955 3,064,813.26 3,265,326.98 05MN 46799G961 57,156.067 1,586,358.33 1,652,953.46 * JPMCB US QDV SMALL CAP CORE EQ 97199691 60,632.658 1,127,290.80 1,052,582.94 05MD 46799S981 14,434.818 275,116.87 250,588.44 05ML 46799S981 9,850.961 183.818.93 171,012.68 05MN 46799S981 36,346.879 668,355.00 630,981.82 * JPMCB US SMARTINDEX FUND 343,724.668 9,636,977.20 10,019,574.07 05MD 467997987 133,006.853 3,736,256.66 3,877,149.76 05ML 467997987 109,128.720 3,072,082.27 3,181,102.19 05MN 467997987 101,589.095 2,828,638.27 2,961,322.12 * JPMBC EAFE EQUITY OPP FD REF 29803782 182,829.033 2,550,096.22 4,349,502.70 05MD 467999926 22,345.767 284,231.68 531,605.80 05ML 467999926 46,971.522 630,532.83 1,117,452.51 05MN 467999926 113,511.744 1,635,331.71 2,700,444.39 * JPMBC US REAL ESTATE SECS FD REF 29803783 46,862.380 1,166,657.38 1,643,463.67 05ML 467999934 14,530.763 336,077.63 509,593.86 05MN 467999934 32,331.617 830,579.75 1,133,869.81 * JPMBC EAFE PLUS FUND REF 29803781 163,874.061 2,777,937.16 3,654,391.56 05ML 467999942 45,242.805 797,703.86 1,008,914.55 05MN 467999942 118,631.256 1,980,233.30 2,645,477.01 * JPMCB US ACTIVE CORE PLUS 377,145.851 5,515,453.00 6,173,877.58 05ML 46899C951 116,511.944 1,705,666.97 1,907,300.52 05MN 46899C951 260,633.907 3,809,786.03 4,266,577.06 * JPMCB CORE BOND FUND REF 97199695 891,864.637 9,479,186.45 10,051,314.46 05MD 46899E981 450,877.778 4,766,435.50 5,081,392.46 05ML 46899E981 286,133.299 3,044,463.39 3,224,722.28 05MN 46899E981 154,853.560 1,668,287.56 1,745,199.62 * JPMBC US STRATEGIC SML CO EQ REF 29803776 153,823.799 3,413,862.49 5,140,791.37 05MD 47299X926 20,692.107 328,867.30 691,530.22 05ML 47299X926 55,210.248 1,262,953.89 1,845,126.49 O5MN 47299X926 77,921.444 1,822,041.30 2,604,134.66 20 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 * JPMBC CORP HIGH YIELD FD REF 29803775 62,752.990 939,799.02 1,290,829.01 O5ML 47299X934 28,180.731 413,739.51 579,677.64 05MN 47299X934 34,572.259 526,059.51 711,151.37 * JPMBC EMERGING MKTS FIX INC FD REF 29803773 42,334.460 883,345.05 1,594,739.11 O5ML 47299X942 17,006.142 343,473.61 640,621.37 05MN 47299X942 25,328.318 539,871.44 954,117.74 * JPMBC EMG MKTS FOCUSED FUND REF 29803785 11,257.906 150,608.29 597,457.07 05MN 47299X967 11,257.906 150,608.29 597,457.07 18,784,364.099 284,728,649.15 412,327,185.45 21 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 PIMCO TOTAL RETURN FD INSTL CL 968,421.267 10,121,569.65 10,352,423.34 05MG 693390700 968,421.267 10,121,569.65 10,352,423.34 968,421.267 10,121,569.65 10,352,423.34 22 -------------------------------------------------------------------------------- CELANESE AMERICAS RETIREMENT SAVINGS PLAN (Plan # 001) CELANESE AMERICAS CORPORATION EIN:22-1862783 05MK December 31, 2007 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 57,174,888.39 57,174,888.39 57,174,888.39 05MO 05999T9U4 57,174,888.39 57,174,888.39 57,174,888.39 CAISSE DEPOTS ET CONSIGNATIONS CONTRACT 1837 01 5.000 12/31/2055 57,167,052.34 57,167,052.34 57,167,052.34 05MO 1289969F4 57,167,052.34 57,167,052.34 57,167,052.34 * STATE STREET BANK CONTRACT 102063 5.000 12/31/2055 57,174,888.65 57,174,888.65 57,174,888.65 05MO 8579939G6 57,174,888.65 57,174,888.65 57,174,888.65 171,516,829.38 171,516,829.38 171,516,829.38 * Party-in-interest 23 -------------------------------------------------------------------------------- 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/ Miguel Desdin Miguel Desdin Vice President and Controller of Celanese Corporation (Principal Accounting Officer) Vice President of Celanese Americas Corporation Date: June 27, 2008 24