0000950123-07-009245 11-K 4 20061231 20070626 20070626 Celanese CORP 0001306830 2820 980420726 DE 1231 11-K 34 001-32410 07941536 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 y36221e11vk.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, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-26001 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 -------------------------------------------------------------------------------- CONTENTS Page Report of Independent Registered Public Accounting Firm 2 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2006 and 2005 5 Notes to Financial Statements 6 Supplemental Schedule* Schedule H, line 4i — Schedule of Assets (Held at end of year) as of December 31, 2006 13 Signatures 27 Consent 29 EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM * 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. -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Financial Statements and Supplemental Schedule As of December 31, 2006 and 2005 and for the Years Ended December 31, 2006 and 2005 -------------------------------------------------------------------------------- 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, 2006 and the related statement of changes in net assets available for benefits for the year 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 audit 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 audit provides 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, 2006, and the changes in net assets available for benefits for the year 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, 2006 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 15, 2007 2 -------------------------------------------------------------------------------- Table of Contents Report of Independent Registered Public Accounting Firm The Plan Administrator, Investment, and Benefit Committees of Celanese Americas Retirement Savings Plan: We have audited the accompanying statement of net assets available for benefits of Celanese Americas Retirement Savings Plan (the Plan) as of December 31, 2005, and the related statement of changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides 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 Celanese Americas Retirement Savings Plan as of December 31, 2005, and the changes in net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Dallas, Texas June 27, 2006 3 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005 As of December 31, 2006 2005 (In thousands) Assets Investments: Fair value (Note 3) $ 731,214 $ 692,547 Wrapper Contracts (at fair value) (Note 3) 3,495 3,023 Loans to Participants (Note 3) 11,575 12,010 Total investments 746,284 707,580 Receivables: Accrued interest and dividends 1,422 1,472 Total receivables 1,422 1,472 Total assets 747,706 709,052 Liabilities Payables 766 690 Net assets available for benefits (at fair value) 746,940 708,362 Adjustment from fair value to contract value for fully benefit-responsive investment contracts (Note 3) (815 ) (841 ) Net assets available for benefits $ 746,125 $ 707,521 See accompanying notes to financial statements. 4 -------------------------------------------------------------------------------- Table of Contents Celanese Americas Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2006 and 2005 2006 2005 (in thousands) Investment income: Net appreciation of investments (Note 3) $ 72,275 $ 31,949 Interest 12,111 12,114 Dividends 704 561 Other 34 488 Total investment income 85,124 45,112 Contributions: Company 10,060 10,231 Participant 20,607 20,728 Rollovers 734 921 Total contributions 31,401 31,880 Administrative expenses (2,071 ) (2,174 ) Withdrawals and distributions (82,704 ) (91,320 ) Transfers from other plans, net of forfeitures (Note 1) 6,854 15,399 Net increase (decrease) 38,604 (1,103 ) Net assets available for benefits: Beginning of year 707,521 708,624 End of year $ 746,125 $ 707,521 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 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”). Effective January 1, 2006, the Plan was amended to allow for participation of Meredosia Union employees. 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. In February 2005, participant account balances of $15,398,640 were transferred into the Plan from the Retirement Savings Plan of the ICI Group. This transfer represents participant assets for employees that were transferred to Celanese in conjunction with the purchase of the Vinamul emulsions business of the National Starch and Chemical Company, a subsidiary of ICI. 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. The Company has a trust agreement with State Street Bank & Trust Company. 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. 6 -------------------------------------------------------------------------------- Table of Contents (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. (e) Forfeitures Forfeitures of non-vested Company contributions are used to reduce future employer contributions or to restore prior forfeitures under certain conditions. In 2006 and 2005, Company contributions were reduced by $539,203 and $442, respectively, from forfeited non-vested accounts. At December 31, 2006 and 2005, forfeitures of $188,831 and $495,699, 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, 2006 and 2005 was 5% to 11.5% with maturities ranging from 2006 to 2020. 7 -------------------------------------------------------------------------------- Table of Contents (i) Investments Plan Participants may direct the investment of their account in 1% increments among any of twelve investment options. 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 On August 8, 2005, an amendment was approved whereby a “stock bonus plan” was adopted as a permanent feature of the Plan with a primary investment in common shares of Celanese Corporation. This stock bonus plan feature limits employee holdings of Celanese Corporation common shares to twenty percent of the employee’s total account balance under the Plan and imposes a 30-day restriction on reentry into the stock fund after a sale of stock. State Street Global Advisors was named as the fiduciary of the employer 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. Participants have the right to give such instructions whether they are vested or not. The trustee shall vote the total number of shares of Celanese stock held by the Plan as of the date of the annual meeting of Celanese Corporation. Purchases and sales of Celanese Corporation stock are generally made on the open market on behalf of and as directed by Plan Participants. 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. During 2005, the Trustee purchased 195,310 shares of Celanese Corporation stock for the fund at an average price of $17.60 per share and sold 6,755 shares of Celanese Corporation stock for the fund at an average price $18.39 per share. Stable Value Fund Included in the Plan’s twelve investment options is the Stable Value Fund. The Stable Value Fund invests in a variety of investment grade fixed income securities, primarily U.S. Treasury, Agency, corporate, and mortgage-backed securities. The fund, also known as a synthetic guaranteed investment contract (“GIC”), also invests in a special kind of investment contract called a “benefit responsive wrap.” The wrap provides for a guarantee of principal and a stabilized interest rate. The average yield of the investment contracts was 5.29% and 5.18% for the years ended December 31, 2006 and 2005, respectively. The crediting interest rate on investment contracts was 5.29% and 5.40% as of December 31, 2006 and 2005, respectively. The crediting rates for certain GICs are reset quarterly and are based on the market value of the portfolio of assets underlying these contracts. Inputs used to determine the crediting rate include each contract’s portfolio market value, current yield-to-maturity, duration (i.e. weighted average life) and market value relative to contract value. All contracts have a guaranteed rate of 0% or higher with respect to determining interest rates resets. A synthetic GIC provides for a guaranteed return on principal over a period of time through the use of underlying assets and a benefit responsive wrapper contract issued by a third party. The wrapper contract provides market and cash flow protection to the Plan. The value of the wrapper is determined by the difference between the fair value of the underlying assets and the contract value attributable by the wrapper to those assets. The value of the wrapper as of December 31, 2006 and 2005 was approximately $3,495,000 and $3,023,000, respectively. As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP”), investment contracts held in a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under terms of the Plan. The Plan invests in fully benefit-responsive investment contracts held in the Stable Value Fund. The Plan adopted the FSP as of December 31, 2006 and also applied it retroactively to the December 31, 2005 Statement of Net Assets Available for Benefits. The Statement of Net Assets Available for Benefits presents the fair value of these investment contracts as well as their adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. 8 -------------------------------------------------------------------------------- Table of Contents (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 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. (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 (3) Investments The following table presents the total investments of the Plan segregated by valuation method. Investments that represent five percent or more of the Plan’s net assets as of December 31 are marked with an asterisk (*). As of December 31, 2006 2005 (in thousands) Quoted market price: Celanese Corporation Common Stock $ 7,409 $ 3,605 Interest Bearing Cash 5,163 6,939 US Government Securities 31,518 34,690 Common Stock 25,265 25,962 Mutual Funds 9,761 9,507 79,116 80,703 Investments at estimated fair value: Stable Value Fund 183,051 * 185,068 * Alliance Collective Investment Trust 190,003 * 179,391 * BGI Equity Index Fund 1 112,503 * 106,227 * BGI Russell 2000 Alpha Tilts Fund 58,449 * 60,977 * Common/Collective Trusts 108,092 80,181 652,098 611,844 Sub-Total 731,214 692,547 Participant Loans 11,575 12,010 Total $ 742,789 $ 704,557 Stable Value Fund and Wrappers Wrapper Adjustment to 2006 Investments at Contracts at Contract Fair Value Fair Value Value Cash $ 19 $ — $ — US Government Securities 199 — — Interest Bearing Cash 673 — — JP Morgan Intermediate Bond Fund 182,160 — (815 ) Wrapper — 3,495 — $ 183,051 $ 3,495 $ (815 ) Wrapper Adjustment to 2005 Investments at Contracts at Contract Fair Value Fair Value Value Cash $ 20 $ — $ — US Government Securities 148 — — Interest Bearing Cash 674 — — JP Morgan Intermediate Bond Fund 184,226 — (841 ) Wrapper — 3,023 — $ 185,068 $ 3,023 $ (841 ) 10 -------------------------------------------------------------------------------- Table of Contents During 2006 and 2005, the Plan’s investments (including investments bought and sold and held during the year) appreciated in value as follows (in thousands): For the years ended December 31 2006 2005 Quoted market price: US Government Securities $ (1,552 ) $ 1,029 Common Stock 1,288 1,885 Celanese Corporation Common Stock 2,014 293 Mutual Funds (111 ) (158 ) 1,639 3,049 Investments at estimated fair value: Common/Collective Trusts 70,636 28,900 $ 72,275 $ 31,949 (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 trust funds managed by JPMorgan/American Century or State Street Bank & Trust Company. In addition, certain Plan investments are in interest bearing cash 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 loans to Plan participants, both of which qualify as parties-in-interest to the Plan and are exempt from prohibited transaction rules. 11 -------------------------------------------------------------------------------- Table of Contents (8) Subsequent Events On April 23, 2007, net assets of $28,464,126 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. 12 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) THIS IS A COMPOSITE REPORT FOR: 05MA HOISINGTON INV. MGMT CO 05MB BERNSTEIN 05MD JP MORGAN 05ME CELANESE SAV LOAN FUND 05MG PIMCO 05MH CAPITAL GUARDIAN 05ML JP MORGAN 05MN JP MORGAN 05MO JP MORGAN 05MP BARCLAYS 05MQ 05MU BARCLAYS 05MV MARSICO CAPITAL MGMT LLC 05MW SSGA [[Image Removed: (STATE STREET LOGO)]] 13 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE INTEREST BEARING CASH BGI MONEY MARKET FD FOR EBT CASH HELD AT ALEX BROWN 05MP 05499B995 11.000 11.00 11.00 05MU 05499B995 6.000 6.00 6.00 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 12/31/2006 3,807,648.99 3,807,648.99 3,807,648.99 05MD 61699B004 683,530.31 683,530.31 683,530.31 05ML 61699B004 821,558.51 821,558.51 821,558.51 05MN 61699B004 62,074.95 62,074.95 62,074.95 05MO B1699B004 2,240,485.22 2,240,485.22 2,240,485.22 MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.010 12/31/2006 14,798.24 14,798.24 14,798.24 05MD 61699B004 14,798.24 14,798.24 14,798.24 * STATE STREET BANK + TRUST CO SHORT TERM INVESTMENT FUND 1.000 12/31/2030 1,341,013.90 1,341,013.90 1,341,013.90 05MA 8574809S8 528,846.06 528,846.06 528,846.06 05MQ 8574809S8 1,253.33 1,253.33 1,253.33 05MV 8574809S8 723,188.22 723,188.22 723,188.22 05MW 8574809S8 87,726.29 87,726.29 87,726.29 5,163,473.27 5,163,473.27 5,163,473.27 [[Image Removed: (STATE STREET LOGO)]] 14 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE U.S. GOVERNMENT SECURITIES UNITED STATES TREAS BDS 6.625 02/15/2027 3,827,000.00 4,559,562.83 4,664,156.25 05MA 912810EZ7 3,827,000.00 4,559,562.83 4,664,156.25 UNITED STATES TREAS BDS 6.375 08/15/2027 1,010,000.00 1,127,520.05 1,201,821.22 05MA 912810FA1 1,010,000.00 1,127,520.05 1,201,821.22 UNITED STATES TREAS BDS BD 5.250 11/15/2028 5,585,000.00 5,672,907.70 5,856,833.12 05MA 912810FF0 5,585,000.00 5,672,907.70 5,856,833.12 UNITED STATES TREAS BDS 5.250 02/15/2029 18,875,000.00 19,073,476.78 19,795,156.25 05MA 912810FG8 18,875,000.00 19,073,476.78 19,795,156.25 29,297,000.00 30,433,467.36 31,517,966.84 [[Image Removed: (STATE STREET LOGO)]] 15 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE CORPORATE STOCKS — COMMON UBS AG SHS NEW 13,007.000 592,322.86 784,712.31 05MV H89231338 13,007.000 592,322.86 784,712.31 AMERICA MOVIL SAB DE CV SPONS ADR REPSTG SER L SHS 10,421.000 336,649.70 471,237.62 05MV 02364W105 10,421.000 336,649.70 471,237.62 AMYLIN PHARMACEUTICALS INC 8,816.000 331,438.39 317,993.12 05MV 032346108 8,816.000 331,438.39 317,993.12 BOEING CO COM 5,696.000 494,499.89 506,032.64 05MV 097023105 5,696.000 494,499.89 506,032.64 BURLINGTON NORTHN SANTA FE COM 12,438.000 837,480.33 918,048.78 05MV 12189T104 12,438.000 837,480.33 918,048.78 CB RICHARD ELLIS GROUP INC CL A 2,312.000 61,575.81 76,758.40 05MV 12497T101 2,312.000 61,575.81 76,758.40 * CELANESE CORP DE COM SER A 286,301.000 5,526,342.44 7,409,469.88 05MW 150870103 286,301.000 5,526,342.44 7,409,469.88 CISCO SYS INC COM 22,908.000 521,246.84 626,075.64 05MV 17275R102 22,908.000 521,246.84 626,075.64 CITIGROUP INC COM 8,900.000 491,236.08 495,730.00 05MV 172967101 8,900.000 491,236.08 495,730.00 COMCAST CORP NEW CL A 26,655.000 854,551.24 1,128,306.15 05MV 20030N101 26,655.000 854,551.24 1,128,306.15 FEDERATED DEPT STORES INC DE COM 10,303.000 423,031.95 392,853.39 05MV 31410H101 10,303.000 423,031.95 392,853.39 [[Image Removed: (STATE STREET LOGO)]] 16 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE FEDEX CORP COM 8,801.000 727,961.91 955,964.62 05MV 31428X106 8,801.000 727,961.91 955,964.62 FOUR SEASONS HOTELS INC LTD VTG SH 3,104.000 166,560.64 254,496.96 05MV 35100E104 3,104.000 166,560.64 254,496.96 GENENTECH INC COM 15,041.000 791,783.48 1,220,276.33 05MV 368710406 15,041.000 791,783.48 1,220,276.33 GENERAL DYNAMICS CORP COM 10,073.000 540,961.34 748,927.55 05MV 369550108 10,073.000 540,961.34 748,927.55 GENZYME CORP COM GEN DIV 5,766.000 403,020.94 355,070.28 05MV 372917104 5,766.000 403,020.94 355,070.28 GOLDMAN SACHS GROUP INC COM 7,000.000 1,037,899.37 1,395,450.00 05MV 38141G104 7,000.000 1,037,899.37 1,395,450.00 HEINEKEN N.V. ADR 9,540.000 221,287.36 226,098.00 05MV 423012202 9,540.000 221,287.36 226,098.00 INTEL CORP COM 11,507.000 251,819.39 233,016.75 05MV 458140100 11,507.000 251,819.39 233,016.75 KB HOME COM 6,143.000 364,561.38 315,013.04 05MV 48666K109 6,143.000 364,561.38 315,013.04 LAS VEGAS SANDS CORP COM 10,325.000 612,988.90 923,881.00 05MV 517834107 10,325.000 612,988.90 923,881.00 LEHMAN BROTHERS HLDGS INC COM 10,981.000 612,255.18 857,835.72 05MV 524908100 10,981.000 612,255.18 857,835.72 LENNAR CORP CL A 6,095.000 325,657.51 319,743.70 05MV 526057104 6,095.000 325,657.51 319,743.70 [[Image Removed: (STATE STREET LOGO)]] 17 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE LOCKHEED MARTIN CORP COM 8,499.000 624,358.30 782,502.93 05MV 539830109 8,499.000 624,358.30 782,502.93 LOWES COS INC USD0.50 20,937.000 614,889.51 652,187.55 05MV 548661107 20,937.000 614,889.51 652,187.55 MGM MIRAGE INC COM 15,017.000 568,900.16 861,224.95 05MV 552953101 15,017.000 568,900.16 861,224.95 MONSANTO CO NEW COM 12,849.000 579,063.86 674,957.97 05MV 61166W101 12,849.000 579,063.86 674,957.97 NRG ENERGY INC COM NEW 2,273.000 124,333.10 127,310.73 05MV 629377508 2,273.000 124,333.10 127,310.73 NORDSTROM INC COM 2,605.000 130,346.65 128,530.70 05MV 655664100 2,605.000 130,346.65 128,530.70 PEPSICO INC COM 1,741.000 114,538.05 108,899.55 05MV 713448108 1,741.000 114,538.05 108,899.55 PRAXAIR INC COM 8,238.000 501,087.14 488,760.54 05MV 74005P104 8,238.000 501,087.14 488,760.54 PROCTER AND GAMBLE CO COM 15,572.000 835,542.82 1,000,812.44 O5MV 742718109 15,572.000 835,542.82 1,000,812.44 ST JOE CO COM 2,988.000 206,891.47 160,067.16 05MV 790148100 2,988.000 206,891.47 160,067.16 SCHLUMBERGER LTD COM 9,023.000 554,496.40 569,892.68 05MV 806857108 9,023.000 554,496.40 569,892.68 STARBUCKS CORP COM 11,408.000 263,802.37 404,071.36 05MV 855244109 11,408.000 263,802.37 404,071.36 [[Image Removed: (STATE STREET LOGO)]] 18 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE STATION CASINOS INC 3,043.000 186,442.64 248,521.81 05MV 857689103 3,043.000 186,442.64 248,521.81 TARGET CORP COM 8,534.000 453,738.65 486,864.70 05MV 87612E106 8,534.000 453,738.65 486,864.70 TOYOTA MTR CO ADR 2 COM 5,587.000 572,493.42 750,389.97 05MV 892331307 5,587.000 572,493.42 750,389.97 UNION PAC CORP COM 6,649.000 525,019.34 611,840.98 05MV 907818108 6,649.000 525,019.34 611,840.98 UNITED TECHNOLOGIES CORP COM 6,832.000 404,073.03 427,136.64 05MV 913017109 6,832.000 404,073.03 427,136.64 UNITEDHEALTH GROUP INC COM 33,735.000 1,085,587.87 1,812,581.55 05MV 91324P102 33,735.000 1,085,587.87 1,812,581.55 WELLS FARGO + CO NEW COM 14,742.000 504,822.15 524,225.52 05MV 949746101 14,742.000 504,822.15 524,225.52 WYNN RESORTS LTD COM 3,125.000 176,724.24 293,281.25 05MV 983134107 3,125.000 176,724.24 293,281.25 YUM BRANDS INC COM 10,666.000 522,500.58 627,160.80 05MV 988498101 10,666.000 522,500.58 627,160.80 716,196.000 26,076,784.68 32,674,213.66 [[Image Removed: (STATE STREET LOGO)]] 19 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE LOANS TO PARTICIPANTS — OTHER LOANS TO PARTICIPANTS 11,574,807.430 11,574,807.43 11,574,807.43 05ME 53999S985 11,574,807.430 11,574,807.43 11,574,807.43 11,574,807.430 11,574,807.43 11,574,807.43 [[Image Removed: (STATE STREET LOGO)]] 20 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE COMMON/COLLECTIVE TRUSTS ALLIANCE COLLECTIVE INVT TR BERNSTEIN STRATEGIC VALUE COL 11,515,310.556 101,792,960.92 190,002,624.14 05MB 018564823 11,515,310.556 101,792,960.92 190,002,624.14 * JPMCB SPECIAL SITUATION PROPERTY FUND 349.694 314,951.64 512,027.49 05ML 03499B925 49.453 45,258.28 72,408.61 05MN 03499B925 300.241 269,693.36 439,618.88 BGI EQUITY INDEX FUND I 2,579,152.548 77,585,063.66 112,502,634.14 05MP 05799K984 2,579,152.548 77,585,063.66 112,502,634.14 BGI RUSSEL 2000 ALPHA TILTS CL F 3,544,484.467 44,475,291.20 58,448,548.86 05MU 05999K966 3,544,484.467 44,475,291.20 58,448,548.86 CG 1NTL NON US EQUITY 1,133,315.179 30,982,358.28 39,280,704.10 05MH 12599Q971 1,133,315.179 30,982,358.28 39,280,704.10 INTREPID AMERICA COMMINGLED PENSION TR 9719929 384,237.097 7,235,246.00 7,215,972.68 05MD 46299E961 56,006.320 1,054,599.01 1,051,798.69 05ML 46299E961 119,550.904 2,251,204.99 2,245,165.98 05MN 46299E961 208,679.873 3,929,442.00 3,919,008.01 * JPMCB STRATEGIC PROPERTY FND 1,412.767 1,518,083.76 2,228,724.71 05MD 46599C921 424.264 394,970.74 669,301.92 05ML 46599C921 408.065 450,951.88 643,747.02 05MN 46599C921 580.438 672,161.14 915,675.77 * JPMCB EAFE REI FUND 11,708.814 137,497.58 216,495.99 05MD 46799F989 11,708.814 137,497.58 216,495.99 * JPMBC EMERGING MARKETS EQUITY REF 29803779 28,488.308 430,354.17 793,600.68 05ML 46799G953 14,967.788 205,693.65 417,002.57 05MN 46799G953 13,517.520 224,660.52 376,598.11 * JPMBC US ACTIVE FIXED CORE FD REF 29803773 347,668.728 8,926,377.99 9,724,294.32 05MD 46799G961 179,509.486 4,489,379.69 5,020,880.32 [[Image Removed: (STATE STREET LOGO)]] 21 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE 05ML 46799G961 115,582.431 3,030,398.68 3,232,840.60 05MN 46799G961 52,576.811 1,406,599.62 1,470,573.40 * JPMCB US QDV SMALL CAP 97199691 CORE EQ 52,457.128 978,850.01 979,899.16 05MD 46799S981 10,231.511 190,920.00 191,124.63 05ML 46799S981 18,803.591 350,875.01 351,251.08 05MN 46799S981 23,422.026 437,055.00 437,523.45 * JPMCB US SMARTINDEX FUND 389,692.824 10,743,700.00 10,712,655.73 05MD 467997987 132,621.841 3,656,253.00 3,645,774.41 05ML 467997987 129,839.391 3,579,672.00 3,569,284.86 05MN 467997987 127,231.592 3,507,775.00 3,497,596.46 * JPMBC EAFE EQUITY OPP FD REF 29803782 240,693.885 2,774,852.88 5,114,745.05 05MD 467999926 35,345.983 348,944.95 751,102.14 05ML 467999926 70,099.539 767,312.32 1,489,615.20 05MN 467999926 135,248.363 1,658,595.61 2,874,027.71 * JPMBC US REAL ESTATE REF 29803783 SECS FD 42,611.283 949,479.92 1,726,609.19 05ML 467999934 14,579.723 302,180.39 590,770.38 05MN 467999934 28,031.560 647,299.53 1,135,838.81 * JPMBC EAFE PLUS FUND REF 29803781 204,059.726 3,256,538.13 4,105,681.69 05ML 467999942 61,566.682 1,015,199.87 1,238,721.64 05MN 467999942 142,493.044 2,241,338.26 2,866,960.05 * JPMCB US ACTIVE CORE 430,960.834 6,151,847.00 6,119,643.85 PLUS 05ML 46899C951 155,679.173 2,222,205.00 2,210,644.26 05MN 46899C951 275,281.661 3,929,442.00 3,908,999.59 * JPMCB CORE BOND FUND REF 97199695 918,779.433 9,683,724.00 9,647,184.05 05MD 46899E981 475,057.495 5,007,106.00 4,988,103.70 05ML 46899E981 332,255.883 3,501,977.00 3,488,686.77 05MN 46899E981 111,466.055 1,174,641.00 1,170,393.58 * JPMCB US ACTIVE CORP EQUITY FD 85,048.306 1,054,598.99 1,051,197.06 05MD 468999941 85,048.306 1,054,598.99 1,051,197.06 * JPMBC US STRATEGIC SML REF29803776 CO EQ 153,019.671 3,342,105.69 5,133,809.96 05MD 47299X926 22,815.206 362,610.50 765,450.16 [[Image Removed: (STATE STREET LOGO)]] 22 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES /PAR (D) COST VALUE O5ML 47299X926 53,801.067 1,212,953.89 1,805,025.80 05MN 47299X926 76,403.398 1,766,541.30 2,563,334.00 * JPMBC CORP HIGH YIELD REF 29803775 FD 62,752.990 939,799.02 1,239,371.56 O5ML 47299X934 28,180.731 413,739.51 556,569.44 05MN 47299X934 34,572.259 526,059.51 682,802.12 * JPMBC EMERGING MKTS FIX REF 29803773 INC FD 45,974.828 956,869.69 1,634,405.13 O5ML 47299X942 20,646.510 416,998.25 733,983.43 05MN 47299X942 25,328.318 539,871.44 900,421.70 * JPMBC EMG MKTS FOCUSED REF 29803785 FUND 17,022.578 227,728.08 656,390.61 05MN 47299X967 17,022.578 227,728.08 656,390.61 22,189,198.644 314,458,078.61 469,047,220.15 [[Image Removed: (STATE STREET LOGO)]] 23 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE REGISTERED INVESTMENT COMPANY PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD II ADMIN CL 988,915.961 10,123,678.65 9,760,600.54 05MG 693390544 988,915.961 10,123,678.65 9,760,600.54 988,915.961 10,123,678.65 9,760,600.54 [[Image Removed: (STATE STREET LOGO)]] 24 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) (A) (B) IDENTITY OF ISSUER (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT FUND SHARES/PAR (D) COST VALUE INSURANCE CO. GENERAL ACCOUNT BANK OF AMERICA CONTRACT NO. 02 011 5.000 12/31/2055 61,915,579.89 61,915,579.89 61,915,579.89 05MO 05999T9U4 61,915,579.89 61,915,579.89 61,915,579.89 CAISSE DEPOTS ET CONSIGNATIONS CONTRACT 1837 01 5.000 12/31/2055 61,899,508.24 61,899,508.24 61,899,508.24 05MO 1289969F4 61,899,508.24 61,899,508.24 61,899,508.24 * STATE STREET BANK CONTRACT 102063 5.000 12/31/2055 61,915,580.35 61,915,580.35 61,915,580.35 05MO 8579939G6 61,915,580.35 61,915,580.35 61,915,580.35 185,730,668.48 185,730,668.48 185,730,668.48 * Party-in-interest [[Image Removed: (STATE STREET LOGO)]] 25 -------------------------------------------------------------------------------- Table of Contents 05MK COMPOSITE SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR) ASSET CATEGORY UNITS COST CURRENT VALUE INTEREST BEARING CASH 5,163,473.270 5,163,473.27 5,163,473.27 CERTIFICATES OF DEPOSIT 0.000 0.00 0.00 U.S. GOVERNMENT SECURITIES 29,297,000.000 30,433,467.36 31,517,966.84 CORP. DEBT INSTR. — PREFERRED 0.000 0.00 0.00 CORP. DEBT INSTR. — ALL OTHER 0.000 0.00 0.00 CORPORATE STOCKS — PREFERRED 0.000 0.00 0.00 CORPORATE STOCKS — COMMON 716,196.000 26,076,784.68 32,674,213.66 PARTN. /JOINT VENTURE INTERESTS 0.000 0.00 0.00 REAL ESTATE -INCOME PRODUCING 0.000 0.00 0.00 REAL ESTATE-NON INC. PRODUCING 0.000 0.00 0.00 LOANS SECURED BY MTGES-RESID. 0.000 0.00 0.00 LOANS SECURED BY MTGES-COM’L 0.000 0.00 0.00 LOANS TO PARTIC. — MORTGAGES 0.000 0.00 0.00 LOANS TO PARTICIPANTS — OTHER 11,574,807.430 11,574,807.43 11,574,807.43 OTHER 0.000 0.00 0.00 COMMON/COLLECTIVE TRUSTS 22,189,198.644 314,458,078.61 469,047,220.15 POOLED SEPARATE ACCOUNTS 0.000 0.00 0.00 103-12 INVESTMENTS 0.000 0.00 0.00 REGISTERED INVESTMENT COMPANY 988,915.961 10,123,678.65 9,760,600.54 INSURANCE CO. GENERAL ACCOUNT 185,730,668.480 185,730,668.48 185,730,668.48 ** ASSET CATEGORY NOT FOUND ** 0.000 0.00 0.00 GRAND TOTALS 255,660,259.785 583,560,958.48 745,468,950.37 [[Image Removed: (STATE STREET LOGO)]] 26 -------------------------------------------------------------------------------- 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 Date: June 26, 2007 By: /s/ Steven M. Sterin Steven M. Sterin Vice President, Controller, and Principal Accounting Officer of Celanese Corporation Vice President and Corporate Controller of Celanese Americas Corporation 27 -------------------------------------------------------------------------------- Table of Contents INDEX TO EXHIBITS Exhibit Number Description 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Independent Registered Public Accounting Firm 28 EX-23.1 2 y36221exv23w1.htm EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 Consent of Independent Registered Public Accounting Firm Plan Administrator, Investment and Benefit Committees of Celanese Americas Retirement Savings Plan: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Celanese Americas Retirement Savings Plan. (filed under Securities and Exchange Commission File No. 333-128048) of our report dated June 15, 2007, relating to the statements of net assets available for plan benefits of Celanese Americas Retirement Savings Plan as of December 31, 2006, and the related statements of changes in net assets available for plan benefits for the year then ended, and supplemental schedule H, line 4i — schedule of assets (held at end of year) as of December 31, 2006, which report appears in the December 31, 2006 Annual Report of Form 11-K of Celanese Americas Retirement Savings Plan. /s/ PMB Helin Donovan, LLP Austin, Texas June 25, 2007 29 EX-23.2 3 y36221exv23w2.htm EX-23.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.2 Consent of Independent Registered Public Accounting Firm The Plan Administrator, Investment and Benefit Committees of Celanese Americas Retirement Savings Plan: We consent to the incorporation by reference in the Registration Statement No. 333-128048 on Form S-8 of Celanese Americas Retirement Savings Plan of our report dated June 27, 2006, with respect to the statement of net assets available for benefits of Celanese Americas Retirement Savings Plan as of December 31, 2005, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the December 31, 2006 Annual Report of Form 11-K of Celanese Americas Retirement Savings Plan. /s/ KPMG LLP Dallas, Texas June 26, 2007 30