QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on January 3, 2005

Registration No. 333-120187

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CELANESE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of Incorporation)		   2673
(Primary Standard Industrial
Classification Code Number)		   98-042076
(I.R.S. Employer Identification No.)

1601 West LBJ Freeway
Dallas, TX 75234-6034
(972) 443-4000

(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)
 Secretary
550 U.S. Highway 202/206
Bedminster, NJ 07921-1590
(908) 901-4500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Edward P. Tolley III, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000		   Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement is declared effective.

        If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
   Amount to be Registered
   Proposed Maximum Aggregate Offering Price Per Share
   Proposed Maximum
Aggregate Offering
Price(1)
   Amount of Registration Fee(2)
Series A Common Stock, par value $.0001 per share(3)   57,500,000 shares   $21   $1,207,500,000   $151,122.75
Preferred Stock Purchase Rights(4)   —   —   —   —
Convertible Perpetual Preferred Stock, par value $.01 per share   8,000,000 shares   $25   $200,000,000   $23,540
Series A Common Stock, par value $.0001 per share(5)   8,333,333 shares   —   —   —
  Total           $1,407,500,000   $174,662.75
(1)
Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended (the "Securities Act").

(2)
Includes $126,700 previously paid.

(3)
Includes shares of Series A common stock that the underwriters have the option to purchase to cover over-allotments, if any.

(4)
The preferred stock purchase rights initially will trade together with the common stock. The value attributable to the preferred stock purchase rights, if any, is reflected in the offering price of the common stock.

(5)
Includes shares of our Series A common stock that are issuable upon conversion or exchange of the convertible perpetual preferred stock registered hereby or otherwise issuable pursuant to the terms thereof. The estimated number of shares of Series A common stock to be issued upon conversion or exchange of the convertible perpetual preferred stock is based on an assumed initial conversion price of $24.00 per shares of Series A common stock and assumes conversion or exchange of all of the shares of convertible perpetual preferred stock into shares of our Series A common stock. In addition to the shares set forth in the table, pursuant to Rule 416 under the Securities Act the number of shares registered includes an indeterminate number of shares of our Series A common stock issuable upon conversion or exchange of the convertible perpetual preferred stock, as this amount may be adjusted as a result of stock splits, stock dividends and antidilution provisions. We will not receive additional consideration in connection with the conversion into or exchange for our Series A common stock by the holders of the convertible perpetual preferred stock, and therefore, no registration fee is required pursuant to Rule 457(i) for such shares of our Series A common stock registered hereby.

        The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


 EXPLANATORY NOTE

        This Registration Statement contains two forms of prospectus: one to be used in connection with an initial public offering of 50,000,000 shares of our Series A common stock (the "Common Stock Prospectus") and one to be used in connection with an initial public offering of $200 million aggregate liquidation preference of our convertible perpetual preferred stock (the "Preferred Stock Prospectus"). The Common Stock Prospectus and the Preferred Stock Prospectus will be identical in all respects except for the alternate pages for the Preferred Stock Prospectus included herein which are labeled "Alternate Page for Preferred Stock Prospectus."

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued January    , 2005

50,000,000 Shares

GRAPHIC

Celanese Corporation

SERIES A COMMON STOCK

        Celanese Corporation is offering 50,000,000 shares of its Series A common stock. This offering is being made concurrently with the offering of our convertible perpetual preferred stock pursuant to a separate prospectus. This offering is not contingent on the completion of the convertible perpetual preferred stock offering. We intend to use approximately $207 million of the net proceeds from the sale of the shares being sold by us in this offering to redeem a portion of the senior discount notes of one of our subsidiaries. We intend to use approximately $566 million of the net proceeds from the sale of the shares being sold by us in this offering to redeem a portion of the senior subordinated notes of another of our subsidiaries. We intend to use borrowings under the new senior credit facilities that our subsidiaries expect to enter into prior to the consummation of this offering, together with any remaining proceeds from the sale of the shares being sold by us in this offering and from the sale of our convertible perpetual preferred stock, to repay all amounts outstanding under the existing senior credit facilities and the floating rate term loan of our subsidiaries and to pay an approximately $952 million special dividend to holders of our Series B common stock. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $19.00 and $21.00 per share.

        We intend to list the Series A common stock on the New York Stock Exchange under the symbol "CE."

        Investing in the Series A common stock involves risks. See "Risk Factors" beginning on page 16.

PRICE $          A SHARE

 
   Price to
Public
   Underwriting
Discounts and
Commissions
   Proceeds to
Celanese
Corporation
Per Share   $     $     $  
Total   $     $     $  

        We have granted the underwriters the right to purchase up to an additional 7,500,000 shares of Series A common stock to cover over-allotments. We intend to use the net proceeds from any shares sold pursuant to the underwriters' over-allotment option to pay an additional dividend to holders of our Series B common stock.

        The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. expect to deliver the shares to purchasers on            , 2005.

Morgan Stanley   Lehman Brothers
Banc of America Securities LLC   UBS Investment Bank

Deutsche Bank Securities
 
 
 
Credit Suisse First Boston


                    , 2005
 
 
 
 


TABLE OF CONTENTS

 
   Page

Basis of Presentation
 
ii

Market and Industry Data and Forecasts
 
iv

Prospectus Summary
 
1

Risk Factors
 
16

Special Note Regarding Forward-Looking Statements
 
34

Special Note Regarding Non-GAAP Financial Measures
 
36

The Transactions
 
38

The Recent Restructuring
 
45

Use of Proceeds
 
49

Dividend Policy
 
52

Capitalization
 
54

Dilution
 
56

Unaudited Pro Forma Financial Information
 
58

Selected Historical Financial Data
 
71

Management's Discussion and Analysis of Financial Condition and Results of Operations
 
76


Industry Overview

 

135

Business
 
140

Management
 
173

Principal Stockholders and Beneficial Owners
 
183

Certain Relationships and Related Party Transactions
 
185

Description of Indebtedness
 
189

Description of Capital Stock
 
198

Description of Convertible Perpetual Preferred Stock
 
207

Shares Eligible for Future Sale
 
210

Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders
 
212

Underwriters
 
215

Validity of the Shares
 
221

Experts
 
221

Where You Can Find Additional Information
 
221

Index to Consolidated Financial Statements
 
F-1

        You should rely only on the information contained in this prospectus. None of the Issuer nor its subsidiaries has authorized anyone to provide you with information different from that contained in this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained in this prospectus. If you receive any other information, you should not rely on it. The Issuer is not making an offer of these securities in any state where the offer is not permitted.

        Until                        , 2005 (25 days after the date of this prospectus), all dealers that buy, sell or trade our stock, whether or not participating in this offer, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

i


BASIS OF PRESENTATION

        In this prospectus, the term "the Issuer" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries and the terms "we," "our" and "us" refer to the Issuer and its subsidiaries on a consolidated basis. The term "BCP Crystal" refers to our subsidiary BCP Crystal US Holdings Corp., and not its subsidiaries. The term "Purchaser" refers to our subsidiary, Celanese Europe Holding GmbH & Co. KG, formerly known as BCP Crystal Acquisition GmbH & Co. KG, a German limited partnership (Kommanditgesellschaft, KG), and not its subsidiaries, except where otherwise indicated. The term "Original Stockholders" refers, collectively, to Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA Capital Investors Sidecar Fund, L.P. Unless we specifically state otherwise, references to "pro forma" give effect, in the manner described under "Unaudited Pro Forma Financial Information" and the notes thereto, to (i) the Transactions and the Recent Restructuring (each as defined in this prospectus) and (ii) the offering of our Series A common stock, the offering of our convertible perpetual preferred stock (the "preferred stock"), the entering into of the new senior credit facilities and the use of proceeds therefrom (collectively, the "Concurrent Financings").

        As of the date of this prospectus, we have one class of common stock, all of which is held by the Original Stockholders. Shortly before completion of this offering, we intend to complete a recapitalization in which we will create two series of common stock. The recapitalization, which may occur through a merger between us and a newly created wholly-owned subsidiary of ours, a share exchange by the Original Stockholders or by other means, will result in the creation of Series A common stock and Series B common stock. The shares sold in the initial public offering of our common stock will be Series A common stock. The Original Stockholders will exchange the shares of common stock that they currently hold for an equivalent number of shares of Series B common stock, which will enable them to receive dividends (the "special Series B common stock dividends") as described under "Description of Capital Stock—Authorized Capitalization—Common Stock—Dividend Rights." Except for the special Series B common stock dividends which we expect to pay to the holders of outstanding shares of Series B common stock on or after April 7, 2005, the convertibility of Series B common stock into Series A common stock and the right of the Series B common stock to consent to any changes to our governing documents that would adversely affect the Series B common stock, shares of Series A common stock and shares of Series B common stock will be identical, including with respect to voting rights. The Series B common stock will automatically convert into Series A common stock upon payment of the special Series B common stock dividends, and may also be converted into Series A common stock at any time at the option of the holder. As used in this prospectus, the term "common stock," when used in reference to our capital structure before completion of this offering, means our existing single class of common stock, and when used in reference to our capital structure following completion of this offering, means, collectively, the Series A common stock and the Series B common stock, unless otherwise specified.

        Pursuant to a voluntary tender offer commenced in February 2004, the Purchaser, an indirect wholly-owned subsidiary of the Issuer, in April 2004 acquired approximately 84% of the ordinary shares of Celanese AG (the "Celanese Shares") outstanding. All references in this prospectus to the outstanding ordinary shares of Celanese AG exclude treasury shares. As of September 30, 2004, the Issuer's indirect ownership of approximately 84% of the outstanding Celanese Shares would equate to approximately 76% of the issued Celanese Shares (including treasury shares). Pursuant to a mandatory offer commenced in September 2004 and continuing as of the date of this prospectus, the Purchaser acquired additional Celanese Shares. As a result of these acquisitions, partially offset by the issuance of additional shares of Celanese AG as a result of the exercise of options issued under the Celanese AG stock option plan, as of the date of this prospectus, we own approximately 84% of the outstanding Celanese Shares.

ii

        The Issuer is a recently-formed company which does not have, apart from the financing of the Transactions (as defined in this prospectus), any independent external operations other than through the indirect ownership of the Celanese businesses. The Issuer's unaudited consolidated financial statements as of and for the six months ended September 30, 2004 and the unaudited consolidated financial statements of Celanese AG for the three months ended March 31, 2004 and the nine months ended September 30, 2003 (together, the "Interim Consolidated Financial Statements"), are included elsewhere in this prospectus. For accounting purposes, the Issuer and its consolidated subsidiaries are referred to as the "Successor." See notes 2 and 4 to the Interim Consolidated Financial Statements for additional information on the basis of presentation and accounting policies of the Successor.

        Celanese AG is incorporated as a stock corporation (Aktiengesellschaft, AG) organized under the laws of the Federal Republic of Germany. As used in this prospectus, the term "Celanese" refers to Celanese AG and Celanese Americas Corporation, their consolidated subsidiaries, their non-consolidated subsidiaries, joint ventures and other investments, except that with respect to shareholder and similar matters where the context indicates, "Celanese" refers to Celanese AG. For accounting purposes, "Celanese" or "Predecessor" refers to Celanese AG and its majority owned subsidiaries over which Celanese AG exercises control, as well as special purpose entities which are variable interest entities where Celanese is deemed the primary beneficiary. See note 3 to the consolidated financial statements of Celanese as of December 31, 2003 and 2002 and for each of the years ended December 31, 2003, 2002 and 2001 contained in this prospectus (the "Celanese Consolidated Financial Statements").

        The Celanese Consolidated Financial Statements included in this prospectus were prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for all periods presented. The Celanese Consolidated Financial Statements reflect, for the periods indicated, the financial condition, results of operations and cash flows of the businesses transferred to Celanese from Hoechst Aktiengesellschaft, also referred to as "Hoechst" in this prospectus, in a demerger that became effective on October 22, 1999, adjusted for acquisitions and divestitures. The Celanese Consolidated Financial Statements and other financial information included in this prospectus, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

        Celanese AG is a foreign private issuer and previously filed its consolidated financial statements as of December 31, 2003 and 2002 and for each of the years in the three-year period ended December 31, 2003 on Form 20-F. In accordance with German law, the reporting currency of the Celanese AG consolidated financial statements is the euro. As a result of the Purchaser's acquisition of voting control of Celanese, the financial statements of Celanese contained in this prospectus are reported in U.S. dollars to be consistent with our reporting requirements. For Celanese AG's reporting requirements, the euro continues to be the reporting currency.

        In the preparation of other information included in this prospectus, euro amounts have been translated into U.S. dollars at the applicable historical rate in effect on the date of the relevant event/period. For purposes of pro forma and prospective information, euro amounts have been translated into U.S. dollars using the rate in effect on September 30, 2004. Our inclusion of this information is not meant to suggest that the euro amounts actually represent such dollar amounts or that such amounts could have been converted into U.S. dollars at any particular rate, if at all.

iii


MARKET AND INDUSTRY DATA AND FORECASTS

        This prospectus includes industry data and forecasts that the Issuer has prepared based, in part, upon industry data and forecasts obtained from industry publications and surveys and internal company surveys. Third-party industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. In this prospectus, the terms "SRI Handbook," "CMAI Methanol Analysis," "Nexant Chem Study 2003," "Nexant Chem Study 2002" and "Tecnon Orbichem Survey" refer to the SRI International Chemical Economics Handbook, CMAI 2002-2003 World Methanol Analysis, Nexant Chem Systems September 2003 PERP Acetic Acid Study, Nexant Chem Systems February 2002 Vinyl Acetate Study and Tecnon Orbichem Acetic Acid and Vinyl Acetate World Survey September 2003 report, respectively. The statements regarding Celanese's market position in this prospectus are based on information derived from the SRI Handbook, CMAI Methanol Analysis, Tecnon Orbichem Survey, Nexant Chem Study 2002 and Nexant Chem Study 2003.

        AO Plus™, BuyTiconaDirect™, CelActiv™, Celanex®, Celcon®, Celstran®, Celvolit®, Compel®, GUR®, Hoecat®, Hostaform®, Impet®, Impet-HI®, Mowilith®, Nutrinova® DHA, Riteflex®, Sunett®, Topas®, Vandar®, VAntage™, Vectra®, Vectran® and certain other products and services named in this prospectus are registered trademarks and service marks of Celanese. Fortron® is a registered trademark of Fortron Industries, a joint venture of Celanese.

iv


PROSPECTUS SUMMARY

        This summary highlights selected information in this prospectus, but it may not contain all of the information that you should consider before deciding to invest in our stock. You should read this entire prospectus carefully, including the "Risk Factors" section and the financial statements, which are included elsewhere in this prospectus.

        See "Market and Industry Data and Forecasts" on page iii for the sources of our leadership statements below.


CELANESE CORPORATION

        We are an integrated global producer of value-added industrial chemicals and have #1 or #2 market positions worldwide in products comprising the majority of our sales. We are also the world's largest producer of acetyl products, including acetic acid, vinyl acetate monomer (VAM) and polyacetals (POM) and a leading global producer of high-performance engineered polymers used in consumer and industrial products and designed to meet highly technical customer requirements. Our operations are located in North America, Europe and Asia, including substantial joint ventures in China. We believe we are one of the lowest-cost producers of key building block chemicals in the acetyls chain, such as acetic acid and VAM, due to our economies of scale, operating efficiencies and proprietary production technologies.

        We have a large and diverse global customer base consisting principally of major companies in a broad array of industries. In 2003, 39% of our net sales were to customers located in North America, 40% to customers in Europe and 21% to customers in Asia, Australia and the rest of the world.

Segment Overview

        We operate through four business segments: Chemical Products, Technical Polymers Ticona, Acetate Products and Performance Products. The table below illustrates each segment's net sales to external customers for the year ended December 31, 2003, as well as each segment's major products and end use markets.

 
   Chemical Products
   Technical
Polymers Ticona
   Acetate Products(2)
   Performance Products

2003 Net Sales(1)
 
$2,968 million
 
$762 million
 
$655 million
 
$169 million

Major Products
 
•
•

•
•
•
•
•
•
 
Acetic acid
Vinyl acetate monomer
(VAM)
Polyvinyl alcohol (PVOH)
Emulsions
Acetic anhydride
Acetate esters
Carboxylic acids
Methanol
 
•
•
•

•




 
 
Polyacetal (POM)
UHMW-PE (GUR)
Liquid crystal polymers
(Vectra)
Polyphenylene sulfide
Fortron)



 
 
•
•







 
 
Acetate tow
Acetate filament







 
 
•
•







 
 
Sunett sweetener
Sorbates







 

Major End-Use
Markets


 
 
•
•
•
•
•
 
Paints
Coatings
Adhesives
Lubricants
Detergents
 
•

•
•
•
 
Fuel system
components
Conveyor belts
Electronics
Seat belt mechanisms
 
•
•


 
 
Filter products
Textiles


 
 
•
•
•
•
 
 
Beverages
Confections
Baked goods
Dairy products
 
(1)
2003 net sales of $4,603 million also include $49 million in net sales from Other Activities. 2003 net sales of Chemical Products excludes $97 million in inter-segment sales.

(2)
In October 2004, we announced our plans to discontinue filament production by mid 2005 and to consolidate our flake and tow production at three sites instead of the current five.

1

        Our Chemical Products segment produces and supplies acetyl products, including acetic acid, acetate esters, vinyl acetate monomer, polyvinyl alcohol, and emulsions. We are a leading global producer of acetic acid, the world's largest producer of vinyl acetate monomer and the largest North American producer of methanol, the major raw material used for the production of acetic acid. We are also the largest polyvinyl alcohol producer in North America.

        Our Technical Polymers Ticona segment develops, produces and supplies a broad portfolio of high performance technical polymers for use in automotive and electronics products and in other consumer and industrial applications, often replacing metal or glass. Together with our 45%-owned joint venture Polyplastics Co.Ltd ("Polyplastics"), our 50%-owned joint venture Korea Engineering Plastics Company Ltd., and Fortron Industries, our 50-50 joint venture with Kureha Chemicals Industry of Japan, we are a leading participant in the global technical polymers business.

        Our Acetate Products segment primarily produces and supplies acetate tow, which is used in the production of filter products and acetate filament, which is used in the apparel and home furnishing industries. We are one of the world's leading producers of acetate tow and acetate filament, including production by our joint ventures in China. In October 2004, we announced plans to consolidate our acetate flake and tow manufacturing by early 2007 and to exit the acetate filament business by mid-2005. This restructuring is being implemented to increase efficiency, reduce over-capacities in certain manufacturing areas and to focus on products and markets that provide long-term value.

        The Performance Products segment operates under the trade name of Nutrinova and produces and sells a high intensity sweetener and food protection ingredients, such as sorbates, for the food, beverage and pharmaceuticals industries.

Competitive Strengths

        We have benefited from a number of competitive strengths, including the following:

2

Business Strategies

        We are focused on increasing operating cash flows, profitability, return on investment and shareholder value, which we believe can be achieved through the following business strategies:

3


THE TRANSACTIONS

        As used in this prospectus, the term "Transactions" means, collectively, the Tender Offer, the Original Financing, the Refinancing and the Senior Discount Notes Offering described under "The Transactions" elsewhere in this prospectus.

        Pursuant to the Tender Offer, in April 2004 the Purchaser, an indirect wholly owned subsidiary of the Issuer, acquired, at a price of €32.50 per share, a total of 41,588,227 Celanese Shares, representing approximately 84% of the Celanese Shares outstanding as of September 30, 2004. Pursuant to a mandatory offer commenced in September 2004 and continuing as of the date of this prospectus, the Purchaser acquired additional Celanese Shares. As a result of these acquisitions, partially offset by the issuance of additional shares of Celanese AG as a result of the exercise of options issued under the Celanese AG stock option plan, as of the date of this prospectus, we own approximately 84% of the outstanding Celanese Shares. The Purchaser may from time to time purchase or be required to purchase any or all of the outstanding Celanese Shares not owned by it in market transactions or otherwise. Examples of instances in which the Purchaser may be required to purchase additional Celanese shares include the ongoing mandatory offer relating to the domination and profit and loss transfer agreement entered into by the Purchaser and Celanese AG, or additional mandatory offers required by actions that the Purchaser or its affiliates may take in the future, such as a possible delisting of the Celanese Shares from the Frankfurt Stock Exchange, a possible squeeze-out of the minority shareholders of Celanese AG or a possible conversion of Celanese AG into a different legal form. The Purchaser's decision to pursue subsequent voluntary purchases will depend on, among other factors, the then-prevailing market prices and any negotiated terms with minority shareholders. See "The Transactions—Post-Tender Offer Events."


RECENT RESTRUCTURING

        We recently completed an internal restructuring of certain of our operations. See "The Recent Restructuring."


RECENT DEVELOPMENTS

        In October 2004, we announced plans to implement a strategic restructuring of our acetate business to increase the efficiency, reduce overcapacity in certain areas and to focus on products and markets that provide long-term value. As part of this restructuring, we plan to discontinue acetate filament production by mid-2005 and to consolidate our acetate flake and tow operations at three locations, instead of five. The restructuring resulted in $50 million of asset impairment charges recorded as a special charge and $12 million in charges to depreciation for related asset retirement obligations for the six months ended September 30, 2004. In addition, we expect to record severance liabilities of approximately $40 million in the fourth quarter of 2004, with a corresponding increase in goodwill. Sales of acetate filament were $118 million in 2003.

        On October 27, 2004 we agreed to acquire Acetex Corporation, a Canadian corporation, for approximately $261 million and the assumption by us of debt owed by Acetex, valued at approximately $231 million. Acetex has two primary businesses: the Acetyls Business and the Specialty Polymers and Films Business. The Acetyls business produces acetic acid, polyvinyl alcohol and vinyl acetate monomer. The Specialty Polymers and Films Business produces specialty polymers (used in the manufacture of a variety of plastics products, including packaging and laminating products, auto parts, adhesives and medical products) as well as products for the agricultural, horticultural and construction industries. Acetex will be operated as part of our chemicals business. Closing of the acquisition is conditioned upon Acetex shareholder approval, regulatory approvals and other customary conditions. We expect to finance this acquisition through borrowings under the new senior credit facilities.

        On November 23, 2004, we agreed to acquire Vinamul Polymers, the North American and European emulsion polymer business of National Starch and Chemical Company, for $208 million.

4


National Starch and Chemical Company is a subsidiary of Imperial Chemical Industries PLC. The Vinamul Polymers product line includes vinyl acetate-ethylene copolymers, vinyl acetate homopolymers and copolymers, and acrylic and vinyl acrylic emulsions. Vinamul Polymers operates manufacturing facilities in the United States, Canada, the United Kingdom and The Netherlands. As part of the agreement, National Starch and Chemical Company will continue to supply Vinamul Polymers with starch, dextrin and other specialty ingredients following the acquisition. We will supply the Vinamul Polymers business with vinyl acetate monomer and polyvinyl alcohols. We expect to finance this acquisition through borrowings under the new senior credit facilities.

        In December 2004, we approved a plan to dispose of the Cyclo-olefin Copolymer ("COC") business included within the Technical Polymers Ticona segment and our interest in Pemeas GmbH, the fuel cell joint venture included in Other Activities. As a result of this decision, we expect to record an impairment loss in the three months ended December 31, 2004, the amount of which has not yet been determined. The operating loss for COC was $(35) million for the year ended December 31, 2003, $(9) million for the three months ended March 31, 2004 and $(18) million for the six months ended September 30, 2004. The operating loss for the fuel cell business was $(12) million for the year ended December 31, 2003, $(3) million for the three months ended March 31, 2004 and $(4) million for the six months ended September 30, 2004.

        Our principal executive offices are located at 1601 West LBJ Freeway, Dallas, TX 75234-6034 and our main telephone number is +1-972-443-4000.

5


THE OFFERING

Common stock offered   50,000,000 shares of Series A common stock
Common stock to be outstanding after this offering   158,675,271 shares, consisting of (1) 58,937,909 shares of Series A common stock (including 7,500,000 shares that will be distributed to holders of our Series B common stock as a dividend if the underwriters do not exercise their over-allotment option and 1,437,909 shares to be issued to management); and (2) 99,737,362 shares of Series B common stock
Over-allotment option   7,500,000 shares of Series A common stock
Common stock   Upon completion of this offering, we will have two series of common stock: Series A and Series B. Except for (i) the special Series B common stock dividends which we expect to pay to the holders of outstanding shares of Series B common stock on or after April 7, 2005, (ii) the convertibility of Series B common stock into Series A common stock and (iii) the right of the Series B common stock to consent to any changes to our governing documents that would adversely affect the Series B common stock, shares of Series A common stock and shares of Series B common stock will be identical, including with respect to voting rights. The Series B common stock will automatically convert into Series A common stock upon payment of the special Series B common stock dividends, and may also be converted into Series A common stock at any time at the option of the holder.
Use of proceeds   We estimate that the net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $949 million. This offering is being made concurrently with the offering of our preferred stock pursuant to a separate prospectus. We estimate that the net proceeds from the offering of our preferred stock, after deducting underwriting discounts and estimated offering expenses, will be approximately $194 million. We intend to use (1) approximately $207 million of the net proceeds from this offering to redeem a portion of the senior discount notes and approximately $566 million to redeem a portion of the senior subordinated notes of our subsidiaries and (2) borrowings under the new senior credit facilities that our subsidiaries expect to enter into prior to the consummation of this offering, together with any remaining net proceeds from this offering and from the offering of our preferred stock, to repay the existing senior credit facilities and the floating rate term loan of our subsidiaries and to pay a $952 million dividend to holders of our Series B common stock. Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA Capital Investors Sidecar Fund, L.P. (collectively, the "Original Stockholders"), will be the only holders of our Series B common stock immediately prior to the consummation of this offering. See "Use of Proceeds," "Description of Capital Stock—Authorized Capitalization—Common Stock," "Description of Convertible Perpetual Preferred Stock" and "Description of Indebtedness."
     

6

Dividend Policy   Upon the completion of this offering, our board of directors currently intends to adopt a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of our Series A common stock of 0.1875% of the average of the closing sale prices of our common stock on the New York Stock Exchange on the last ten trading days of the prior quarter, not to exceed $0.05 per share of Series A common stock per quarter unless our board of directors in its sole discretion determines otherwise, commencing with the second quarter of 2005. However, there is no assurance that sufficient cash will be available to pay such dividend. In addition, we expect to declare and pay (i) the $952 million dividend described under "—Use of Proceeds" above, (ii) a dividend with any proceeds from the underwriters' over-allotment option, (iii) a stock dividend if the underwriters' over-allotment option is not exercised in full, in each case, payable to holders of our Series B common stock, and (iv) the scheduled quarterly dividends on our preferred stock. The Original Stockholders will be the only holders of our Series B common stock immediately prior to the consummation of this offering. Any change in the aggregate amount of net proceeds raised in the common stock and preferred stock offerings will either increase or decrease the cash dividend to be paid to the holders of our Series B common stock, as the case may be, but will not affect the amount of debt to be redeemed or repaid. For so long as the preferred stock remains outstanding, (1) we will not declare, pay or set apart funds for the payment of any dividend or other distribution with respect to any junior stock or parity stock and (2) neither we, nor any of our subsidiaries, will, subject to certain exceptions, redeem, purchase or otherwise acquire for consideration junior stock or parity stock through a sinking fund or otherwise, in each case unless we have paid or set apart funds for the payment of all accumulated and unpaid dividends with respect to the shares of preferred stock and any parity stock for all preceding dividend periods and except for the special Series B common stock dividends. See "Dividend Policy," "Description of Capital Stock—Common Stock," "Description of Convertible Perpetual Preferred Stock" and "Description of Indebtedness—New Senior Credit Facilities."
Proposed New York Stock Exchange symbol   "CE"

        Unless we specifically state otherwise, all information in this prospectus:

7


RISK FACTORS

        An investment in our stock involves risks. You should carefully consider all the information in this prospectus prior to investing in our stock. In particular, we urge you to consider carefully the factors set forth under the heading "Risk Factors."

8


SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

        The balance sheet data shown below for 2002 and 2003, and the statements of operations and cash flow data for 2001, 2002 and 2003, all of which are set forth below, are derived from the audited Celanese Consolidated Financial Statements included elsewhere in this prospectus and should be read in conjunction with those financial statements and the notes thereto. The balance sheet data for 2001 are unaudited and have been derived from, and translated into U.S. dollars based on, Celanese's historical euro audited financial statements.

        The summary historical financial data for the nine months ended September 30, 2003 and the three months ended March 31, 2004 have been derived from the unaudited consolidated financial statements of Celanese, which have been prepared on a basis consistent with the audited consolidated financial statements of Celanese as of and for the year ended December 31, 2003. The summary historical financial data as of and for the six months ended September 30, 2004 have been derived from our unaudited consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. The unaudited consolidated financial information as of September 30, 2004 and for the three months ended March 31, 2004, six months ended September 30, 2004 and the nine months ended September 30, 2003 is included elsewhere in this prospectus.

        The following summary unaudited pro forma financial data have been prepared to give pro forma effect to the Transactions, the Recent Restructuring and the Concurrent Financings, as if they had occurred on January 1, 2003, in the case of our unaudited pro forma statements of operations data, and on September 30, 2004, in the case of our unaudited pro forma balance sheet data. The pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Transactions, the Recent Restructuring, and the Concurrent Financings actually been consummated on the dates indicated and do not purport to indicate balance sheet data or results of operations as of any future date or for any future period. You should read the following data in conjunction with "The Transactions," "The Recent Restructuring," "Unaudited Pro Forma Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Celanese Consolidated Financial Statements and the Interim Consolidated Financial Statements included elsewhere in this prospectus.

        As of September 30, 2004, the Purchaser, an indirect wholly owned subsidiary of the Issuer, owned approximately 84% of the Celanese Shares then outstanding. The Issuer is a recently-formed company which, apart from the financing of the Transactions, does not have any independent external operations other than through the indirect ownership of Celanese's business. Accordingly, financial and other information of Celanese is presented in this prospectus. This prospectus presents the financial information relating to Celanese under the caption "Predecessor" and the information relating to us under the caption "Successor." See "The Transactions."

9

 
   Predecessor
   Successor
  
 
    
    
    
   Unaudited
   Unaudited
  
 
   Celanese
    
    
    
  
 
    
   Pro Forma(1)
  
 
   Year Ended December 31,
    
    
    
  
 
   Nine Months
Ended September 30,
2003
   Three Months Ended
March 31,
2004
   Six Months Ended September 30,
2004
   Year Ended December 31, 2003
   Nine Months Ended September 30, 2004
  
 
   2001
   2002
   2003
  
 
   (in millions, except shares and per share data)

  
Statement of Operations Data:                                            
Net sales   $ 3,970   $ 3,836   $ 4,603   $ 3,448   $ 1,243   $ 2,494   $ 4,603   $ 3,737  
Cost of sales     (3,409 )   (3,171 )   (3,883 )   (2,881 )   (1,002 )   (2,063 )   (3,818 )   (2,979 )
Selling, general and administrative expenses     (489 )   (446 )   (510 )   (384 )   (137 )   (278 )   (522 )   (414 )
Research and development expenses     (74 )   (65 )   (89 )   (66 )   (23 )   (45 )   (88 )   (67 )
Special charges(2):                                                  
  Insurance recoveries associated with plumbing cases     28     —     107     106     —     1     107     1  
  Sorbates antitrust matters     —     —     (95 )   (95 )   —     —     (95 )   —  
  Restructuring, impairment and other special charges, net     (444 )   5     (17 )   (2 )   (28 )   (59 )   (17 )   (66 )
Foreign exchange gain (loss)     1     3     (4 )   (3 )   —     (2 )   (4 )   (2 )
Gain (loss) on disposition of assets     —     11     6     5     (1 )   2     6     1  
   
 
 
 
 
 
 
 
 
Operating profit (loss)     (417 )   173     118     128     52     50     172     211  
Equity in net earnings of affiliates     12     21     35     29     12     35     35     47  
Interest expense     (72 )   (55 )   (49 )   (36 )   (6 )   (228 )   (238 )   (184 )
Interest and other income (expense), net(3)     58     45     99     85     22     8     99     30  
Income tax benefit (provision)     106     (61 )   (60 )   (68 )   (25 )   (58 )   (60 )   (104 )
Minority interests     —     —     —     —     —     (2 )   (6 )   (17 )
   
 
 
 
 
 
 
 
 
Earnings (loss) from continuing operations     (313 )   123     143     138     55     (195 ) $ 2   $ (17 )
                                       
 
 
Earnings (loss) from discontinued operations, net of income tax     (52 )   27     6     (7 )   23     (1 )            
Cumulative effect of changes in accounting principles, net of income tax     —     18     (1 )   (1 )   —     —              
   
 
 
 
 
 
             
Net earnings (loss)   $ (365 ) $ 168   $ 148   $ 130   $ 78   $ (196 )            
   
 
 
 
 
 
             
Earnings (loss) per Series A and Series B common share—basic and diluted(4):                                                  
  Continuing operations                                 $ (1.96 ) $ (0.03 ) $ (0.11 )
                                 
 
 
 
  Discontinued operations                                 $ (0.01 )            
                                 
             
  Net earnings (loss)                                 $ (1.97 )            
                                 
             
Weighted average shares—basic and diluted(4):                                                  
    Series A                                         106,537,909     106,537,909  
                                       
 
 
    Series B                                   99,737,362     99,737,362     99,737,362  
                                 
 
 
 
    Combined                                   99,737,362     206,275,271     206,275,271  
                                 
 
 
 

10


Other Financial Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA (unaudited)(5)   $ (42 ) $ 468   $ 502   $ 420   $ 153   $ 226   $ 550   $ 473  
Unusual items included in EBITDA (unaudited)(6)     440     16     113     32     37     117     113     133  
Other non-cash charges (income) included in EBITDA (unaudited)(7)     21     97     24     17     13     37     (4 )   5  
Depreciation and amortization     326     247     294     213     72     150     294     222  
Capital expenditures     191     203     211     133     44     106     211     150  
Cash distributions from cost and equity method investments (unaudited)     69     139     83     54     30     44     83     74  
Dividends paid per share(8)   $ 0.35     —   $ 0.48     —     —     —     —     —  

Statement of Cash Flows Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) continuing operations:                                                  
Operating activities   $ 462   $ 363   $ 401   $ 231   $ (107 ) $ 109              
Investing activities     (105 )   (139 )   (275 )   (178 )   96     (1,724 )            
Financing activities     (337 )   (150 )   (108 )   (135 )   (43 )   2,448              
Balance Sheet Data (at the end of the period) (2001 unaudited):                                                  
Trade working capital(9)   $ 499   $ 599   $ 641         $ 715   $ 808         $ 808  
Total assets     6,232     6,417     6,814           6,613     7,066           6,865  
Total debt     775     644     637           587     3,100           3,217  
Mandatorily redeemable preferred stock(10)     —     —     —           —     —           —  
Shareholders' equity (deficit)     1,954     2,096     2,582           2,622     (53 )         (49 )
(1)
We owned approximately 84% of the Celanese Shares outstanding as of September 30, 2004 and the pro forma information presented above assumes that we do not acquire any additional Celanese Shares. Assuming the Purchaser were to pay the fair cash compensation offer price required by the domination and profit and loss transfer agreement (the "Domination Agreement") of €41.92, plus interest, per share for all remaining Celanese Shares, earnings from continuing operations and EBITDA would each be higher by the amount of minority interest expense.

(2)
Special charges include impairment charges, provisions for restructuring, which include costs associated with employee termination benefits and plant and office closures, certain insurance recoveries and other expenses and income incurred outside the normal course of ongoing operations. See note 25 to the Celanese Consolidated Financial Statements and note 14 to the Interim Consolidated Financial Statements.

(3)
Interest and other income (expense), net, includes interest income, dividends from cost basis investments and other non-operating income (expense).

(4)
Pro forma basic earnings (loss) per common share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Earnings (loss) available to common stockholders is computed by deducting preferred stock dividends from net earnings (loss). Pro forma diluted earnings (loss) per common share is computed by dividing earnings (loss) available to common stockholders by the sum of weighted average common shares outstanding plus dilutive common shares for the period. As both series of our common stock will share equally in future undistributed earnings and losses, we report only combined earnings (loss) per share.

11

Earnings
(loss) per share is calculated as follows:

 
   Successor
  
 
   Six Months
Ended
September 30, 2004
   Pro forma Year
Ended
December 31, 2003
   Pro forma Nine
Months Ended
Sept 30, 2004
  
 
   (In millions, except per share amounts)
  
Earnings (loss) from continuing operations   $ (195 ) $ 2   $ (17 )
Less: Preferred dividends assuming a 4% dividend rate           (8 )   (6 )
   
 
 
 
Earnings (loss) from continuing operations allocable to common stockholders     (195 )   (6 )   (23 )

(Loss) from discontinued operations, net of tax
 
 
(1
)
 
—
 
 
—
 
   
 
 
 
Net earnings (loss) allocable to common stockholders   $ (196 ) $ (6 ) $ (23 )
   
 
 
 
Basic and diluted earnings (loss) from continuing operations per Series A and Series B common share(a)   $ (1.96 ) $ (0.03 ) $ (0.11 )
   
 
 
 
Basic and diluted net earnings (loss) per Series A and Series B common share   $ (1.97 )            
   
             
Basic and diluted weighted average common shares outstanding(b):                    
  Series A           106,537,909     106,537,909  
         
 
 
  Series B     99,737,362     99,737,362     99,737,362  
   
 
 
 
  Combined     99,737,362     206,275,271     206,275,271  
   
 
 
 

Antidilutive shares(c):
 
 
 
 
 
 
 
 
 
 
  Series A employee stock options           12,311,718     12,311,718  
         
 
 
  Preferred stock           8,333,333     8,333,333  
         
 
 

Shares outstanding   650,494
Stock split   153.325569
   
Series B common shares   99,737,362
   
Shares of Series A common stock issued pursuant to the offering of Series A common stock   50,000,000
Shares issued to certain executive officers, key employees and directors   1,437,909
Additional shares of Series A common stock in connection with the underwriters' over-allotment option   7,500,000
   
Series A common shares   58,937,909
Shares required to generate proceeds to replace capital being withdrawn (at an assumed offering price of $20.00)   47,600,000
   
Total Series A shares for earnings (loss) per share   106,537,909
   
Total Series A and Series B for earnings (loss) per share   206,275,271
   

12

(5)
EBITDA, a performance measure used by management, is defined as earnings (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization, as shown in the table below. EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. See "Special Note Regarding Non-GAAP Financial Measures." EBITDA is not a recognized term under 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 EBITDA may not be comparable to other similarly titled measures of other companies.


Additionally, 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. The amounts shown for EBITDA as presented in this prospectus differ from the amounts calculated under the definition of EBITDA used in our debt instruments. The definition of EBITDA used in our debt instruments is further adjusted for certain cash and non-cash charges and is used to determine compliance with financial covenants and our ability to engage in certain activities such as incurring additional debt and making certain payments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity—Covenants."

        EBITDA is calculated and reconciled to net earnings (loss) as follows (unaudited):

 
   Predecessor
   Successor
  
 
   Celanese
    
   Pro Forma
  
 
   Year Ended December 31,
   Nine Months
Ended
September 30,
2003
   Three Months
Ended
March 31,
2004
   Six Months
Ended
September 30,
2004
    
   Nine Months
Ended
September 30,
2004
  
 
   Year Ended
December 31,
2003
  
 
   2001
   2002
   2003
  
 
   (in millions)

  
Net earnings (loss)   $ (365 ) $ 168   $ 148   $ 130   $ 78   $ (196 ) $ 2   $ (17 )
(Earnings) loss from discontinued operations     52     (27 )   (6 )   7     (23 )   1     —     —  
Cumulative effect of changes in accounting principles     —     (18 )   1     1     —     —     —     —  
Interest expense     72     55     49     36     6     228     238     184  
Interest income     (21 )   (18 )   (44 )   (35 )   (5 )   (15 )   (44 )   (20 )
Income tax (benefit) provision     (106 )   61     60     68     25     58     60     104  
Depreciation and amortization     326     247     294     213     72     150     294     222  
   
 
 
 
 
 
 
 
 
EBITDA   $ (42 ) $ 468   $ 502   $ 420   $ 153   $ 226   $ 550   $ 473  
   
 
 
 
 
 
 
 
 

13

(6)
EBITDA, as defined above, was (increased) reduced by the following unusual items, each of which is further discussed below (unaudited):

 
   Predecessor
   Successor
 
   Celanese
    
   Pro Forma
 
   Year Ended December 31,
   Nine Months
Ended
September 30,
2003
   Three Months
Ended
March 31,
2004
   Six Months
Ended
September 30,
2004
    
   Nine Months
Ended
September 30,
2004
 
   Year Ended
December 31,
2003
 
   2001
   2002
   2003
 
   (in millions)
Stock appreciation rights (income) expense (a)   $ 10   $ 3   $ 59   $ 41   $ —   $ 1   $ 59   $ 1
Special charges (b)     416     (5 )   5     (9 )   28     58     5     65
Other restructuring charges (c)     —     —     26     8     10     13     26     23
Other (income) expense (d)     9     12     5     (17 )   (3 )   31     5     28
Other unusual items (e)     5     6     18     9     2     14     18     16
   
 
 
 
 
 
 
 
    $ 440   $ 16   $ 113   $ 32   $ 37   $ 117   $ 113   $ 133
   
 
 
 
 
 
 
 
(a)
Represents the expense associated with stock appreciation rights that will not be incurred subsequent to the Transactions as it is expected that the plan will be replaced with other management equity arrangements that will not result in a cash cost to Celanese.

(b)
Represents provisions for restructuring, asset impairment, transaction costs and other unusual expenses and income incurred outside the ordinary course of business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(c)
Represents the portion of restructuring charges (consisting of employee termination benefits) that were not included in special charges.

(d)
Represents other non-operating (income) expense (other than dividends). See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(e)
Represents primarily the expense associated with executive contract terminations, transaction costs not included in special charges, and rent expense paid to a variable interest entity that has been consolidated since the first quarter of 2004.

14

(7)
EBITDA, as defined above, was also (increased) reduced by the following other non-cash items, each of which is further discussed below (unaudited):

 
   Predecessor
   Successor
  
 
   Celanese
    
   Pro Forma
  
 
   Year Ended December 31,
   Nine Months
Ended
September 30,
2003
   Three Months
Ended
March 31,
2004
   Six Months
Ended
September 30,
2004
    
   Nine Months
Ended
September 30,
2004
  
 
   Year Ended
December 31,
2003
  
 
   2001
   2002
   2003
  
 
   (in millions)

  
Amortization included in pension and OPEB expense (a)   $ 10   $ 15   $ 28   $ 19   $ 8   $ 2   $ —   $ —  
Adjustment to equity earnings (b)     11     79     (12 )   (8 )   4     (15 )   (12 )   (11 )
Other non-cash charges (income) (c)     —     3     8     6     1     —     2     —  
Purchase accounting for inventories (d)     —     —     —     —     —     49     —     —  
Minority interests (e)     —     —     —     —     —     1     6     16  
   
 
 
 
 
 
 
 
 
    $ 21   $ 97   $ 24   $ 17   $ 13   $ 37   $ (4 ) $ 5  
   
 
 
 
 
 
 
 
 
(a)
Represents the portion of pension and other postretirement ("OPEB") expense resulting from amortization of unrecognized actuarial losses, prior service costs and transition obligations. In addition, we expect Celanese's future pension expense to be reduced as a result of the pre-funding of $463 million of pension contributions in connection with the Transactions. Assuming an annual long-term rate of return on plan assets of 7.93%, Celanese's annual pension expense would decrease by an additional $37 million. See "Unaudited Pro Forma Financial Information."

(b)
Represents the adjustment to reflect earnings of investments accounted for under the equity method on a cash basis.

(c)
Relates primarily to non-cash expense associated with stock option plans.

(d)
Represents the one-time charge to cost of sales resulting from purchase accounting for inventories.

(e)
Represents minority interest expense relating to the approximately 16% of the Celanese Shares outstanding at September 30, 2004 that we did not own, net of actual dividends paid during the period. See note (7).

(8)
In the nine months ended September 30, 2004, Celanese AG declared and paid a dividend of €0.12 ($0.14) per share for the year ended December 31, 2003. See "The Transactions" for information on future dividends that may be required under German law to be paid to Celanese AG's minority shareholders.

(9)
Trade working capital is defined as trade accounts receivable from third parties and affiliates net of allowance for doubtful accounts, plus inventories, less trade accounts payable to third parties and affiliates. For the calculation of trade working capital, see note (8) to "Selected Historical Financial Data."

(10)
Our mandatorily redeemable preferred stock was repaid with the proceeds of the offering of the senior subordinated notes that occurred on July 1, 2004.

15


RISK FACTORS

        An investment in our stock involves risks. You should carefully consider the risks described below, together with the other information in this prospectus, before deciding to purchase any stock.

Risks Related to the Acquisition of Celanese

        If the Domination Agreement ceases to be operative, the Issuer's managerial control over Celanese AG is limited.

        As of the date of this prospectus, we own 100% of the outstanding shares of Celanese Americas Corporation ("CAC") and approximately 84% of the outstanding shares of Celanese AG. Our access to cash flows of, and our control of, Celanese AG is subject to the continuing effectiveness of the Domination Agreement. See "The Transactions—Post-Tender Offer Events—Domination and Profit and Loss Transfer Agreement."

        The Domination Agreement is subject to legal challenges instituted by dissenting shareholders. Minority shareholders have filed nine actions against Celanese AG in the Frankfurt District Court (Landgericht), seeking, among other things, to set aside the shareholder resolutions passed at the extraordinary general meeting held on July 30 and 31, 2004 based, among other things, on the alleged violation of procedural requirements and information rights of the shareholders, to declare the Domination Agreement and the change in the fiscal year void and to prohibit Celanese AG from performing its obligations under the Domination Agreement. Pursuant to German law, the time period for the filing of such challenges has expired. Further, two additional minority shareholders have joined the proceedings via third party intervention in support of the plaintiffs. The Purchaser has joined the proceedings via third party intervention in support of Celanese AG. In addition, a German court could revoke the registration of the Domination Agreement in the commercial register. On August 2, 2004, two minority shareholders instituted public register proceedings with the Königstein Local Court (Amtsgericht) and the Frankfurt District Court, both with a view to have the registration of the Domination Agreement in the Commercial Register deleted (Amtslöschungsverfahren). See "Business—Legal Proceedings."

        If the Domination Agreement ceases to be operative, the Purchaser's ability, and thus our ability to control the board of management decisions of Celanese AG, will be significantly limited by German law. As a result, we may not be able to ensure that our strategy for the operation of our business can be fully implemented. In addition, our access to the operating cash flow of Celanese AG in order to fund payment requirements on our indebtedness will be limited, which could have a material adverse effect on the value of our stock.

        If the Domination Agreement ceases to be operative, certain actions taken under the Domination Agreement might have to be reversed.

        If legal challenges of the Domination Agreement by dissenting shareholders of Celanese AG are successful, some or all actions taken under the Domination Agreement, including the Recent Restructuring, may be required to be reversed and the Purchaser may be required to compensate Celanese AG for damages caused by such actions. Any such event could have a material adverse effect on our ability to make payments on our indebtedness and on the value of our stock.

        Minority shareholders may interfere with Celanese AG's future actions, which may prevent us from causing Celanese AG to take actions which may have beneficial effects for our shareholders.

        The Purchaser currently owns approximately 84% of the Celanese Shares. Shareholders unrelated to us hold the remainder of the outstanding Celanese Shares. German law provides certain rights to minority shareholders, which could have the effect of delaying, or interfering with, corporate actions (including those requiring shareholder approval), such as the potential application for revocation of

16


admission of the Celanese Shares to the Frankfurt Stock Exchange, the squeeze-out and the potential conversion of Celanese AG from its current legal form of a stock corporation into a limited partnership (Kommanditgesellschaft, KG) or a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) in accordance with the provisions of the German Transformation Act (Umwandlungsgesetz, UmwG). Minority shareholders may be able to delay or prevent the implementation of Celanese AG's corporate actions irrespective of the size of their shareholding. Any challenge by minority shareholders to the validity of a corporate action may be subject to judicial resolution that may substantially delay or hinder the implementation of such action. Such delays of, or interferences with, corporate actions as well as related litigation may limit our access to Celanese AG's cash flows and make it difficult or impossible for us to take or implement corporate actions which may be desirable in view of our operating or financial requirements, including actions which may have beneficial effects for our shareholders.

        Celanese AG's board of management may refuse to comply with instructions given by the Purchaser pursuant to the Domination Agreement, which may prevent us from causing Celanese AG to take actions which may have beneficial effects for our shareholders.

        Under the Domination Agreement, the Purchaser is entitled to give instructions directly to the board of management of Celanese AG, including, but not limited to, instructions that are disadvantageous to Celanese AG, as long as such disadvantageous instructions benefit the Purchaser or the companies affiliated with either the Purchaser or Celanese AG. Celanese AG's board of management is required to comply with any such instruction, unless, at the time when such instruction is given, (i) it is, in the opinion of the board of management of Celanese AG, obviously not in the interests of the Purchaser or the companies affiliated with either the Purchaser or Celanese AG, (ii) in the event of a disadvantageous instruction, the negative consequences to Celanese AG are disproportionate to the benefits to the Purchaser or the companies affiliated with either the Purchaser or Celanese AG, (iii) compliance with the instruction would violate legal or statutory restrictions, (iv) compliance with the instruction would endanger the existence of Celanese AG or (v) it is doubtful whether the Purchaser will be able to fully compensate Celanese AG, as required by the Domination Agreement, for its annual loss (Jahresfehlbetrag) incurred during the fiscal year in which such instruction is given. The board of management of Celanese AG remains ultimately responsible for making the executive decisions for Celanese AG and the Purchaser, despite the Domination Agreement, is not entitled to act on behalf of, and has no power to legally bind, Celanese AG. The Celanese AG board of management may delay the implementation of, or refuse to implement, any of the Purchaser's instructions despite its general obligation to follow such instructions (with the exceptions mentioned above). Such delays of, or interferences with, compliance with the Purchaser's instructions by the board of management of Celanese AG may make it difficult or impossible for the Purchaser to implement corporate actions which may be desirable in view of our operating or financial requirements, including actions which may have beneficial effects for our shareholders.

        The Purchaser will be required to ensure that Celanese AG pays a guaranteed fixed annual payment to the minority shareholders of Celanese AG, which may reduce the funds the Purchaser can otherwise make available to us.

        As long as the Purchaser does not own 100% of the outstanding Celanese Shares, the Domination Agreement requires, among other things, the Purchaser to ensure that Celanese AG makes a gross guaranteed fixed annual payment (Ausgleich) to minority shareholders of €3.27 per Celanese share less certain corporate taxes in lieu of any future dividend. Taking into account the circumstances and the tax rates at the time of the entering into of the Domination Agreement, the net guaranteed fixed annual payment is €2.89 per share for a full fiscal year. As of December 6, 2004, there were approximately 7.9 million Celanese Shares held by minority shareholders. The net guaranteed fixed annual payment may, depending on applicable corporate tax rates, in the future be higher, lower or the same as €2.89. The amount of this guaranteed fixed annual payment was calculated in accordance with applicable

17


German law. The amount of the payment is currently under review in special award proceedings (Spruchverfahren). See "Business—Legal Proceedings." Such guaranteed fixed annual payments will be required regardless of whether the actual distributable profits per share of Celanese AG are higher, equal to, or lower than the amount of the guaranteed fixed annual payment per share. The guaranteed fixed annual payment will be payable for so long as there are minority shareholders of Celanese AG and the Domination Agreement remains in place. No dividends for the period after effectiveness of the Domination Agreement, other than the guaranteed fixed annual payment effectively paid by the Purchaser, are expected to be paid by Celanese AG. These requirements may reduce the funds the Purchaser can make available to the Issuer and its subsidiaries and, accordingly, diminish our ability to make payments, on our respective indebtedness. See "The Transactions—Post-Tender Offer Events—Domination and Profit and Loss Transfer Agreement."

        The amounts of the fair cash compensation and of the guaranteed fixed annual payment offered under the Domination Agreement may be increased, which may further reduce the funds the Purchaser can otherwise make available to us.

        As of the date of this prospectus, several minority shareholders of Celanese AG have initiated special award proceedings (Spruchverfahren) seeking the court's review of the amounts of the fair cash compensation (Abfindung) and of the guaranteed fixed annual payment (Ausgleich) offered under the Domination Agreement. So far, pleadings by several minority shareholders have been served on the Purchaser. As a result of these proceedings, the amounts of the fair cash compensation (Abfindung) and of the guaranteed fixed annual payment (Ausgleich) could be increased by the court. Any such increase may be substantial. All minority shareholders including those who have already received the fair cash compensation would be entitled to claim the respective higher amounts. This may reduce the funds the Purchaser can make available to the Issuer and its subsidiaries and, accordingly, diminish our ability to make payments on our indebtedness. See "Business—Legal Proceedings."

        The Purchaser may be required to compensate Celanese AG for annual losses, which may reduce the funds the Purchaser can otherwise make available to the Issuer.

        Under the Domination Agreement, the Purchaser is required, among other things, to compensate Celanese AG for any annual loss incurred, determined in accordance with German accounting requirements, by Celanese AG at the end of the fiscal year in which the loss was incurred. This obligation to compensate Celanese AG for annual losses will apply during the entire term of the Domination Agreement. If Celanese AG incurs losses during any period of the operative term of the Domination Agreement and if such losses lead to an annual loss of Celanese AG at the end of any given fiscal year during the term of the Domination Agreement, the Purchaser will be obligated to make a corresponding cash payment to Celanese AG to the extent that the respective annual loss is not fully compensated for by the dissolution of profit reserves (Gewinnrücklagen) accrued at the level of Celanese AG during the term of the Domination Agreement. The Purchaser may be able to reduce or avoid cash payments to Celanese AG by off-setting against such loss compensation claims by Celanese AG any valuable counterclaims against Celanese AG that the Purchaser may have. If the Purchaser was obligated to make cash payments to Celanese AG to cover an annual loss, we may not have sufficient funds to make payments on our indebtedness when due and, unless the Purchaser is able to obtain funds from a source other than annual profits of Celanese AG, the Purchaser may not be able to satisfy its obligation to fund such shortfall. See "The Transactions—Post-Tender Offer Events—Domination and Profit and Loss Transfer Agreement."

        Two of our subsidiaries have agreed to guarantee the Purchaser's obligation under the Domination Agreement, which may diminish our ability to make payments on our indebtedness.

        Our subsidiaries, BCP Caylux Holdings Luxembourg S.C.A. and BCP Crystal, have each agreed to provide the Purchaser with financing to strengthen the Purchaser's ability to fulfill its obligations under, or in connection with, the Domination Agreement and to ensure that the Purchaser will perform all of

18


its obligations under, or in connection with, the Domination Agreement when such obligations become due, including, without limitation, the obligations to make a guaranteed fixed annual payment to the outstanding minority shareholders, to offer to acquire all outstanding Celanese Shares from the minority shareholders in return for payment of fair cash consideration and to compensate Celanese AG for any annual loss incurred by Celanese AG during the term of the Domination Agreement. If BCP Caylux Holdings Luxembourg S.C.A. and/or BCP Crystal are obligated to make payments under such guarantees or other security to the Purchaser and/or the minority shareholders, we may not have sufficient funds for payments on our indebtedness when due.

        Even if the minority shareholders' challenges to the Domination Agreement are unsuccessful and the Domination Agreement continues to be operative, we may not be able to receive distributions from Celanese AG sufficient to pay our obligations.

        Even if the minority shareholders' challenges to the Domination Agreement are unsuccessful and the Domination Agreement continues to be operative, we are limited in the amount of distributions we may receive in any year from Celanese AG. Under German law, the amount of distributions to the Purchaser will be determined based on the amount of unappropriated earnings generated during the term of the Domination Agreement as shown in the unconsolidated annual financial statements of Celanese AG, prepared in accordance with German accounting principles and as adopted and approved by resolutions of the Celanese AG board of management and supervisory board, which financial statements may be different from Celanese's consolidated financial statements under U.S. GAAP. Our share of these earnings, if any, may not be in amounts and at times sufficient to allow us to pay our indebtedness as it becomes due, which could have a material adverse effect on the value of the stock.

        We must rely on payments from our subsidiaries to fund payments on our preferred stock and certain of our subsidiaries must rely on payments from their own subsidiaries to fund payments on their indebtedness. Such funds may not be available in certain circumstances.

        We must rely on payments from our subsidiaries to fund dividend, redemption and other payments on our preferred stock. In addition, our subsidiaries, BCP Crystal and Crystal US Holdings 3 L.L.C. ("Crystal LLC"), are holding companies and all of their operations are conducted through their subsidiaries. Therefore, they depend on the cash flow of their subsidiaries, including Celanese, to meet their obligations, including obligations of approximately $3.2 billion (after giving effect to the Transactions, the Recent Restructuring and the Concurrent Financings) of our indebtedness. If the Domination Agreement ceases to be operative, such subsidiaries may be unable to meet their obligations under such indebtedness. Although the Domination Agreement became operative on October 1, 2004, it is subject to legal challenges instituted by dissenting shareholders. In August 2004, minority shareholders filed nine actions against Celanese AG in the Frankfurt District Court (Landgericht) seeking, among other things, to set aside the shareholder resolutions passed at the extraordinary general meeting held on July 30 and 31, 2004 based, among other things, on the alleged violation of procedural requirements and information rights of the shareholders, to declare the Domination Agreement and the change in the fiscal year void and to prohibit Celanese AG from performing its obligations under the Domination Agreement. Pursuant to German law, the time period for the filing of such challenges has expired. Further, two additional minority shareholders have joined the proceedings via third party intervention in support of the plaintiffs. The Purchaser has joined the proceedings via third party intervention to support Celanese AG. In addition, a German court could revoke the registration of the Domination Agreement in the commercial register. On August 2, 2004, two minority shareholders instituted public register proceedings with the Königstein Local Court (Amtsgericht) and the Frankfurt District Court, both with a view to have the registration of the Domination Agreement in the Commercial Register deleted (Amtslöschungsverfahren). See "Business—Legal Proceedings."

19


        The ability of our subsidiaries to make distributions to us, BCP Crystal and Crystal LLC by way of dividends, interest, return on investments, or other payments (including loans) or distributions is subject to various restrictions, including restrictions imposed by the senior credit facilities and indentures governing their indebtedness, and the terms of future debt may also limit or prohibit such payments. In addition, the ability of the subsidiaries to make such payments may be limited by relevant provisions of German and other applicable laws.

        Our internal controls over financial reporting may not be adequate and our independent auditors may not be able to certify as to their adequacy, which could have a significant and adverse effect on our business and reputation.

        We are evaluating our internal controls over financial reporting in order to allow management to report on, and our independent auditors to attest to, our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC thereunder, which we refer to as Section 404. We are currently performing the system and process evaluation and testing required (and any necessary remediation) in an effort to comply with management certification and auditor attestation requirements of Section 404. The management certification and auditor attestation requirements of Section 404 will initially apply to Celanese Corporation as of December 31, 2005 and Celanese AG as of September 30, 2005. In the course of our ongoing evaluation, we have identified areas of internal controls requiring improvement, and plan to design enhanced processes and controls to address these and any other issues that might be identified through this review. We expect to incur additional expenses and diversion of management's time.

        We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent auditors may not be able to certify as to the adequacy of our internal control over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results.

        We identified significant deficiencies in our internal controls that could affect our ability to ensure timely and reliable financial reports.

        In addition to and separate from our evaluation of internal controls under Section 404 of the Sarbanes-Oxley Act and any areas requiring improvement that we identify as part of that process, we have identified a number of significant deficiencies in our internal controls.

        In 2004, we identified two significant deficiencies in internal controls in the computation of certain accounting adjustments. The first related to the qualifications of employees responsible for initially calculating the change from the LIFO method of accounting for inventories to FIFO and the second related to changes in certain employee contract terms that were not reported timely for actuarial purposes. Corrective actions taken by us included an internal audit review, the development of enhanced guidelines, the termination and reassignment of responsible persons and an elevation of the issues to the Supervisory Board of Celanese AG.

        We are in the process of implementing changes to strengthen our internal controls. In addition, while we have taken actions to address these deficiencies, additional measures may be necessary and these measures along with other measures we expect to take to improve our internal controls may not be sufficient to address the issues identified by us or ensure that our internal controls are sufficient. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information will be adversely affected. This failure could

20


materially and adversely impact our business, our financial condition and the market value of our securities.

Risks Related to Our Indebtedness

        Our high level of indebtedness could diminish our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or the chemicals industry and prevent us from meeting obligations under our indebtedness.

        We are highly leveraged. On a pro forma basis as of September 30, 2004 after giving effect to the Transactions, the Recent Restructuring and the Concurrent Financings, our total debt would have been approximately $3.2 billion. See "Capitalization" for additional information.

        Our substantial debt could have important consequences for you, including:

        Despite our current high leverage, we and our subsidiaries may be able to incur substantially more debt. This could further exacerbate the risks of our high leverage.

        We may be able to incur substantial additional indebtedness in the future. The terms of our existing debt do not fully prohibit us from doing so. The revolving credit facilities provide commitments of up to $608 million. As of December 31, 2004, there were no outstanding borrowings under the revolving credit facilities and availability of $402 million (taking into account letters of credit issued under the revolving credit facilities). In addition, upon the occurrence of certain events, we may request an increase to the existing term loan facility in an amount not to exceed $175 million in the aggregate, subject to receipt of commitments by existing term loan lenders or other financial institutions reasonably acceptable to the administrative agent. We also expect to incur an additional $442 million of indebtedness under our new senior credit facilities to finance the acquisitions of Acetex and Vinamul. See "Summary—Recent Developments." If new debt is added to our current debt levels, the related risks that we now face could intensify.

        We may not be able to generate sufficient cash to service our indebtedness, and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.

        Our ability to satisfy our cash needs depends on cash on hand, receipt of additional capital, including possible additional borrowings, and receipt of cash from our subsidiaries by way of distributions, advances or cash payments. On a pro forma basis at September 30, 2004, giving pro forma effect to the Concurrent Financings, we had approximately $3.2 billion of total indebtedness. Debt service requirements consist of principal repayments aggregating $260 million in the next five

21


years and $3,176 million thereafter (including $221 million of accreted value on the senior discount notes) and annual cash interest payments of approximately $185 million in each of the next five years. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations."

        Our ability to make scheduled payments on or to refinance our debt obligations depends on the financial condition and operating performance of our subsidiaries, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets (including the Celanese Shares), seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The senior credit facilities and the indentures governing our indebtedness restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

        Restrictive covenants in our debt instruments may limit our ability to engage in certain transactions and may diminish our ability to make payments on our indebtedness.

        The senior credit facilities, the floating rate term loan and the indentures governing our indebtedness contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit the ability of Crystal LLC, BCP Crystal and their restricted subsidiaries to, among other things, incur additional indebtedness or issue preferred stock, pay dividends on or make other distributions on or repurchase their capital stock or make other restricted payments, make investments, and sell certain assets.

        In addition, the senior credit facilities contain covenants that require Celanese Holdings LLC ("Celanese Holdings") to maintain specified financial ratios and satisfy other financial condition tests. Celanese Holdings' ability to meet those financial ratios and tests can be affected by events beyond its control, and it may not be able to meet those tests at all. A breach of any of these covenants could result in a default under the senior credit facilities. Upon the occurrence of an event of default under the senior credit facilities, the lenders could elect to declare all amounts outstanding under the senior credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If Celanese Holdings were unable to repay those amounts, the lenders under the senior credit facilities could proceed against the collateral granted to them to secure that indebtedness. Celanese Holdings has pledged a significant portion of its assets as collateral under the senior credit facilities. If the lenders under the senior credit facilities accelerate the repayment of borrowings, Celanese Holdings may not have sufficient assets to repay the senior credit facilities and its other indebtedness, which could have a material adverse effect on the value of our stock.

        The terms of the senior credit facilities prohibit BCP Crystal and its subsidiaries from paying dividends or otherwise transferring their assets to us.

        Our operations are conducted through our subsidiaries and our ability to pay dividends is dependent on the earnings and the distribution of funds from our subsidiaries. However, the terms of the senior credit facilities prohibit BCP Crystal and its subsidiaries from paying dividends or otherwise transferring their assets to us. Accordingly, under the terms of the senior credit facilities, BCP Crystal and its subsidiaries may not make dividends to us to enable us to pay dividends on our stock.

22

Risks Related to Our Business

        We are an international company and are exposed to general economic, political and regulatory conditions and risks in the countries in which we have significant operations.

        We operate in the global market and have customers in many countries. We have major facilities located in North America, Europe and Asia, including facilities in Germany, China, Japan, Korea and Saudi Arabia operated through joint ventures. Our principal customers are similarly global in scope, and the prices of our most significant products are typically world market prices. Consequently, our business and financial results are affected directly and indirectly by world economic, political and regulatory conditions.

        Conditions such as the uncertainties associated with war, terrorist activities, epidemics, pandemics or political instability in any of the countries in which we operate could affect us by causing delays or losses in the supply or delivery of raw materials and products as well as increased security costs, insurance premiums and other expenses. These conditions could also result in or lengthen economic recession in the United States, Europe, Asia or elsewhere. Moreover, changes in laws or regulations, such as unexpected changes in regulatory requirements (including import or export licensing requirements), or changes in the reporting requirements of United States, German or European Union governmental agencies, could increase the cost of doing business in these regions. Any of these conditions may have an effect on our business and financial results as a whole and may result in volatile current and future prices for our securities, including the stock.

        Cyclicality in the industrial chemicals industry has in the past and may in the future result in reduced operating margins or in operating losses.

        Consumption of the basic chemicals that we manufacture, in particular those in acetyl products, such as methanol, formaldehyde, acetic acid and vinyl acetate monomer, has increased significantly over the past 30 years. Despite this growth in consumption, producers have experienced alternating periods of inadequate capacity and excess capacity for these products. Periods of inadequate capacity, including some due to raw material shortages, have usually resulted in increased selling prices and operating margins. This has often been followed by periods of capacity additions, which have resulted in declining capacity utilization rates, selling prices and operating margins.

        We expect that these cyclical trends in selling prices and operating margins relating to capacity shortfalls and additions will likely persist in the future, principally due to the continuing combined impact of five factors:

        We believe that the basic chemicals industry, particularly in the commodity chemicals manufactured by our Chemical Products segment, is currently characterized by overcapacity, and that there may be further capacity additions in the next few years.

23


        The length and depth of product and industry business cycles of our markets, particularly in the automotive, electrical, construction and textile industries, may result in reduced operating margins or in operating losses.

        Some of the markets in which our customers participate, such as the automotive, electrical, construction and textile industries, are cyclical in nature, thus posing a risk to us which is beyond our control. These markets are highly competitive, to a large extent driven by end-use markets, and may experience overcapacity, all of which may affect demand for and pricing of our products.

        We are subject to risks associated with the increased volatility in raw materials prices and the availability of key raw materials.

        We purchase significant amounts of natural gas, ethylene, butane, and propylene from third parties for use in our production of basic chemicals in the Chemical Products segment, principally methanol, formaldehyde, acetic acid, vinyl acetate monomer, as well as oxo products. We use a portion of our output of these chemicals, in turn, as inputs in the production of further products in all our segments. We also purchase significant amounts of cellulose or wood pulp for use in our production of cellulose acetate in the Acetate Products segment. We purchase significant amounts of natural gas, electricity, coal and fuel oil to supply the energy required in our production processes.

        Prices of natural gas, oil and other hydrocarbons have increased dramatically in 2004. To the extent this trend continues and we are unable to pass through these price increases to our customers, our operating profit and results of operations may be less favorable than expected.

        We are exposed to any volatility in the prices of our raw materials and energy. Although we have agreements providing for the supply of natural gas, ethylene, propylene, wood pulp, electricity, coal and fuel oil, the contractual prices for these raw materials and energy vary with market conditions and may be highly volatile. Factors which have caused volatility in our raw material prices in the past and which may do so in the future include:

        We strive to improve profit margins of many of our products through price increases when warranted and accepted by the market; however, our operating margins may decrease if we cannot pass on increased raw material prices to customers, or we may not be able to capture the benefit of raw material price declines if raw material prices fall to levels below those at which we are committed to purchase under forward purchase contracts. Even in periods during which raw material prices decline, we may suffer decreasing operating profit margins if raw material price reductions occur at a slower rate than decreases in the selling prices of our products.

        A substantial portion of our products and raw materials are commodities whose prices fluctuate as market supply/demand fundamentals change. We manage our exposure through the use of derivative instruments and forward purchase contracts for commodity price hedging, entering into long-term supply agreements, and multi-year purchasing and sales agreements. Our policy, for the majority of our natural gas and butane requirements, allows entering into supply agreements and forward purchase or cash-settled swap contracts, generally for up to 24 months. During the first nine months of 2004, we did not enter into any forward contracts for our butane requirements and, for natural gas, had positions covering about 35% of our North American Chemical Products segment requirements primarily as a result of forward contracts entered into in 2003. In the future, we may modify our practice of purchasing a portion of our commodity requirements forward, and consider utilizing a variety of other raw material hedging instruments in addition to forward purchase contracts in accordance with changes in market conditions. As these forward contracts expire, we may be exposed to future price fluctuations if the forward purchase contracts are not replaced, or if we elect to replace them, we may have to do

24


so at higher costs. Although we seek to offset increases in raw material prices with corresponding increases in the prices of our products, we may not be able to do so, and there may be periods when such product price increases lag behind raw material cost increases.

        We have a policy of maintaining, when available, multiple sources of supply for raw materials. However, some of our individual plants may have single sources of supply for some of their raw materials, such as carbon monoxide and acetaldehyde. We may not be able to obtain sufficient raw materials due to unforeseen developments that would cause an interruption in supply. Even if we have multiple sources of supply for a raw material, these sources may not make up for the loss of a major supplier. Nor can there be any guarantee that profitability will not be affected should we be required to qualify additional sources of supply in the event of the loss of a sole or a major supplier.

        Failure to develop new products and production technologies or to implement productivity and cost reduction initiatives successfully may harm our competitive position.

        Our operating results, especially in our Performance Products and Technical Polymers Ticona segments, depend significantly on the development of commercially viable new products, product grades and applications, as well as production technologies. If we are unsuccessful in developing new products, applications and production processes in the future, our competitive position and operating results will be negatively affected. Likewise, we have undertaken and are continuing to undertake initiatives in all segments to improve productivity and performance and to generate cost savings. These initiatives may not be completed or beneficial or the estimated cost savings from such activities may not be realized.

        Frankfurt airport expansion could require us to reduce production capacity of, limit expansion potential of, or incur relocation costs for our Kelsterbach plant which would lead to significant additional costs.

        The Frankfurt airport's expansion plans include the construction of an additional runway. One of the three sites under consideration, the northwest option, would be located in close proximity to our Kelsterbach production plant. The construction of this particular runway could have a negative effect on the plant's current production capacity and future development. While the government of the state of Hesse and the owner of the Frankfurt airport promote the expansion of the northwest option, it is uncertain whether this option is in accordance with applicable laws. Although the government of the state of Hesse expects the plan approval for the airport expansion in 2007 and the start of operations in 2009-2010, neither the final outcome of this matter nor its timing can be predicted at this time.

        Environmental regulations and other obligations relating to environmental matters could subject us to liability for fines, clean-ups and other damages, require us to incur significant costs to modify our operations and increase our manufacturing and delivery costs.

        Costs related to our compliance with environmental laws concerning, and potential obligations with respect to, contaminated sites may have a significant negative impact on our operating results. These include obligations related to sites currently or formerly owned or operated by us, or where waste from our operations was disposed. We also have obligations related to the indemnity agreement contained in the demerger and transfer agreement between Celanese and Hoechst, also referred to as the demerger agreement, for environmental matters arising out of certain divestitures that took place prior to the demerger. Our accruals for environmental remediation obligations, $147 million as of September 30, 2004, may be insufficient if the assumptions underlying those accruals prove incorrect or if we are held responsible for currently undiscovered contamination. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Environmental Liabilities," notes 23 and 24 to the Celanese Consolidated Financial Statements and note 13 to the Interim Consolidated Financial Statements.

        Our operations are subject to extensive international, national, state, local, and other supranational laws and regulations that govern environmental and health and safety matters. We incur substantial capital and other costs to comply with these requirements. If we violate them, we can be held liable for substantial fines and other sanctions, including limitations on our operations as a result of changes to or revocations of environmental permits involved. Stricter environmental, safety and health laws,

25


regulations and enforcement policies could result in substantial costs and liabilities to us or limitations on our operations and could subject our handling, manufacture, use, reuse or disposal of substances or pollutants to more rigorous scrutiny than at present. Consequently, compliance with these laws could result in significant capital expenditures as well as other costs and liabilities and our business and operating results may be less favorable than expected. Due to new air regulations in the United States, management expects that there will be a temporary increase in compliance costs that will total approximately $30 million to $45 million through 2007. For example, the Miscellaneous Organic National Emissions Standards for Hazardous Air Pollutants (NESHAP) regulations, and various approaches to regulating boilers and incinerators, including the NESHAPs for Industrial/Commercial/Institutional Boilers and Process Heaters, will impose additional requirements on our operations. Although some of these rules have been finalized, a significant portion of the NESHAPs for Industrial/Commercial/Institutional Boilers and Process Heaters regulation that provides for a low risk alternative method of compliance for hydrogen chloride emissions has been challenged in federal court. We cannot predict the outcome of this challenge, which could, if successful, increase our costs by, according to our estimates, approximately $50 million above the $30 to $45 million noted above through 2007 to comply with this regulation. As another example, a recent European Union directive requires a trading system for carbon dioxide emissions to be in place by January 1, 2005. Accordingly, an Emission Trading System has been introduced by German and Belgian legislation, coming into effect at the beginning of 2005. This legislation will affect our power plants at the Kelsterbach and Oberhausen sites in Germany and the Lanaken site in Belgium, as well as power plants operated by InfraServ entities on sites at which we operate. We and the InfraServ entities may be required to purchase carbon dioxide credits, which could result in increased operating costs, or may be required to develop additional cost-effective methods to reduce carbon dioxide emissions further, which could result in increased capital expenditures.

        We are also involved in several claims, lawsuits and administrative proceedings relating to environmental matters. An adverse outcome in any of them may negatively affect our earnings and cash flows in a particular reporting period.

        Changes in environmental, health and safety regulatory requirements could lead to a decrease in demand for our products.

        New or revised governmental regulations relating to health, safety and the environment may also affect demand for our products.

        Pursuant to the European Union regulation on Risk Assessment of Existing Chemicals, the European Chemicals Bureau of the European Commission has been conducting risk assessments on approximately 140 major chemicals. Some of the chemicals initially being evaluated include vinyl acetate monomer or VAM, which we produce. These risk assessments entail a multi-stage process to determine to what extent the European Commission should classify the chemical as a carcinogen and, if so, whether this classification and related labeling requirements should apply only to finished products that contain specified threshold concentrations of a particular chemical. In the case of VAM, we currently do not expect a final ruling until mid-2005. We and other VAM producers are participating in this process with detailed scientific analyses supporting the industry's position that VAM is not a probable human carcinogen and that labeling of final products should not be required. If labeling is required, then it should depend on relatively high parts per million of residual VAM in these end products. We cannot predict the outcome or effect of any final ruling.

        Several recent studies have investigated possible links between formaldehyde exposure and various end points including leukemia. The International Agency for Research on Cancer or IARC recently reclassified formaldehyde from Group 2A (probable human carcinogen) to Group 1 (known human carcinogen) based on studies linking formaldehyde exposure to nasopharyngeal cancer, a rare cancer in humans. IARC also concluded that there is insufficient evidence for a causal association between leukemia and occupational exposure to formaldehyde, although it also characterized evidence for such

26


an association as strong. The results of IARC's review will be examined by government agencies with responsibility for setting worker and environmental exposure standards and labeling requirements. We are a producer of formaldehyde and plastics derived from formaldehyde. We are participating together with other producers and users in the evaluations of these findings. We cannot predict the final effect of IARC's reclassification.

        Other recent initiatives will potentially require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These initiatives include the Voluntary Children's Chemical Evaluation Program and High Production Volume Chemical Initiative in the United States, as well as various European Commission programs, such as the new European Environment and Health Strategy, commonly known as SCALE, as well as the Proposal for the Registration, Evaluation, Authorization and Restriction of Chemicals or REACH. REACH, which the European Commission proposed in October 2003, will establish a system to register and evaluate chemicals manufactured in, or imported to, the European Union. Depending on the final ruling, additional testing, documentation and risk assessments will occur for the chemical industry. This will affect European producers of chemicals as well as all chemical companies worldwide that export to member states of the European Union. The final ruling has not yet been decided.

        The above-mentioned assessments in the United States and Europe may result in heightened concerns about the chemicals involved and in additional requirements being placed on the production, handling, labeling or use of the subject chemicals. Such concerns and additional requirements could increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products.

        Our production facilities handle the processing of some volatile and hazardous materials that subject it to operating risks that could have a negative effect on its operating results.

        Our operations are subject to operating risks associated with chemical manufacturing, including the related storage and transportation of raw materials, products and wastes. These hazards include, among other things:

        These operating risks can cause personal injury, property damage and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties. The occurrence of any of these events may disrupt production and have a negative effect on the productivity and profitability of a particular manufacturing facility and our operating results and cash flows.

        We maintain property, business interruption and casualty insurance which we believe is in accordance with customary industry practices, but we cannot predict whether this insurance will be adequate to fully cover all potential hazards incidental to our business. We have established two captive insurance subsidiaries (Captives) that provide a portion of the total insurance coverage to us for certain of our lower tier property and casualty risks. They additionally provide coverage to third parties for their higher tier risk programs. If there were concurrent claims made on all policies issued by the Captives, sufficient capital may not be available for them to satisfy all claims against all such policies. As of September 30, 2004, the net retained concurrent aggregate risk of all policies written by the Captives, after reinsuring higher tier risks with third party insurance companies, net of established reserves, amounted to approximately $516 million. This amount of exposure is further offset by the underlying equity of the Captives amounting to approximately $370 million at September 30, 2004.

27


        Our significant non-U.S. operations expose us to global exchange rate fluctuations that could impact our profitability.

        We are exposed to market risk through commercial and financial operations. Our market risk consists principally of exposure to fluctuations in currency exchange and interest rates.

        As we conduct a significant portion of our operations outside the United States, fluctuations in currencies of other countries, especially the euro, may materially affect our operating results. For example, changes in currency exchange rates may affect:

        We use financial instruments to hedge our exposure to foreign currency fluctuations. More than 90% of outstanding foreign currency contracts are used to hedge the foreign currency denominated intercompany net receivables. The net notional amounts under such foreign currency contracts outstanding at September 30, 2004 were $951 million. The hedging activity of foreign currency denominated intercompany net receivables resulted in a cash inflow of approximately $15 million for the nine months ended September 30, 2004. These positive effects may not be indicative of future effects.

        A substantial portion of our net sales is denominated in currencies other than the U.S. dollar. In our consolidated financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of that period. During times of a strengthening U.S. dollar, at a constant level of business, our reported international sales, earnings, assets and liabilities will be reduced because the local currency will translate into fewer U.S. dollars. We estimate that the translation effects of changes in the value of other currencies against the U.S. dollar increased net sales by approximately 4% for the nine months ended September 30, 2004, 7% for the year ended December 31, 2003 and increased net sales by approximately 2% in 2002. We estimate that the translation effects of changes in the value of other currencies against the U.S. dollar had minimal impact on total assets for the nine months ended September 30, 2004 and increased total assets by approximately 5% in 2003.

        In addition to currency translation risks, we incur a currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or a sales transaction using a currency different from the operating subsidiary's functional currency. Given the volatility of exchange rates, we may not be able to manage our currency transaction and/or translation risks effectively, or volatility in currency exchange rates may expose our financial condition or results of operations to a significant additional risk. Since a portion of our indebtedness is and will be denominated in currencies other than U.S. dollars, a weakening of the U.S. dollar could make it more difficult for us to repay our indebtedness.

        Significant changes in pension fund investment performance or assumptions relating to pension costs may have a material effect on the valuation of pension obligations, the funded status of pension plans, and our pension cost.

        Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those obligations at the measurement date and the expected long-term rate of return on plan assets. Significant changes in investment performance or a change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation of plan assets, particularly equity securities, or in a change of the expected rate of return on plan assets. A change in the discount rate would result in a significant increase or decrease in the valuation of pension obligations, affecting the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. Similarly, changes in the expected return on plan assets can result in significant changes in the net periodic pension cost of the following fiscal years. As of December 31, 2003, our underfunded

28


position related to our defined benefit pension plans was $879 million. During 2004, we voluntarily contributed approximately $457 million to the plans. In 2004, no funding is statutorily required for any of our sponsored plans.

        We have preliminarily recorded a significant amount of goodwill and other identifiable intangible assets, and we may never realize the full value of our intangible assets.

        In connection with the Transactions, we have recorded a significant amount of goodwill and other identifiable intangible assets. Goodwill and other net identifiable intangible assets were approximately $934 million as of September 30, 2004, or 13% of our total assets based on preliminary purchase accounting. Goodwill and net identifiable intangible assets are recorded at fair value on the date of acquisition and, in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, will be reviewed at least annually for impairment. Impairment may result from, among other things, deterioration in our performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products and services sold by our business, and a variety of other factors. The amount of any quantified impairment must be expensed immediately as a charge to results of operations. Depending on future circumstances, it is possible that we may never realize the full value of our intangible assets. Any future determination of impairment of a significant portion of goodwill or other identifiable intangible assets would have an adverse effect on our financial condition and results of operations.

        Under its 1999 demerger agreement with Hoechst, Celanese agreed to indemnify Hoechst for environmental liabilities that Hoechst may incur with respect to Celanese's German production sites, which were transferred from Hoechst to Celanese in connection with the demerger. Celanese also has an obligation to indemnify Hoechst against liabilities for environmental damages or contamination arising under certain divestiture agreements entered into by Hoechst prior to the demerger. As the indemnification obligations depend on the occurrence of unpredictable future events, the costs associated with them are not yet determinable and may materially affect operating results.

        Celanese's obligation to indemnify Hoechst against liabilities for environmental contamination in connection with the divestiture agreements is subject to the following thresholds (translated into U.S. dollars using the September 30, 2004 exchange rate):

        Celanese has made payments through September 30, 2004 of $37 million for environmental contamination liabilities in connection with the divestiture agreements, and may be required to make additional payments in the future. As of September 30, 2004, we have reserves of approximately $47 million for this contingency, and may be required to record additional reserves in the future.

        Also, Celanese has undertaken in the demerger agreement to indemnify Hoechst to the extent that Hoechst is required to discharge liabilities, including tax liabilities, in relation to assets included in the demerger, where such liabilities have not been demerged due to transfer or other restrictions. Celanese has not made any payments to Hoechst in 2004 and did not make any payments in either 2003 or 2002 in connection with this indemnity.

        Under the demerger agreement, Celanese will also be responsible, directly or indirectly, for all of Hoechst's obligations to past employees of businesses that were demerged to Celanese. Under the

29


demerger agreement, Hoechst agreed to indemnify Celanese from liabilities (other than liabilities for environmental contamination) stemming from the agreements governing the divestiture of Hoechst's polyester businesses, which were demerged to Celanese, insofar as such liabilities relate to the European part of that business. Hoechst has also agreed to bear 80 percent of the financial obligations arising in connection with the government investigation and litigation associated with the sorbates industry for price fixing described in "Business—Legal Proceedings—Sorbates Antitrust Actions" and note 23 to the Celanese Consolidated Financial Statements and note 13 to the Interim Consolidated Financial Statements, and Celanese has agreed to bear the remaining 20 percent.

        Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly and affect our operating results.

        Certain of our borrowings, primarily borrowings under the senior credit facilities, are at variable rates of interest and expose us to interest rate risk. If interest rates increase, which we expect to occur, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available for servicing our indebtedness would decrease. On a pro forma basis as of September 30, 2004, we had $1,656 million of variable rate debt. A 1% increase in interest rates would increase annual interest expense by approximately $17 million.

        We may enter into interest rate swap agreements to reduce the exposure of interest rate risk inherent in our debt portfolio. We have, in the past, used swaps for hedging purposes only.

        Because our Sponsor controls us and will continue to control us after this offering, the influence of our public shareholders over significant corporate actions will be limited, and conflicts of interest between our Sponsor and us or you could arise in the future.

        After the consummation of this offering, our Sponsor (as defined in this prospectus) will beneficially own approximately 58.2% of our outstanding common stock and will own approximately 62.6% of our outstanding common stock if the underwriters' over-allotment option is not exercised. As a result, our Sponsor, through its control over the composition of our Board of Directors and its control of the majority of the voting power of our common stock, has effective control over our decisions to enter into any corporate transaction and will have the ability to prevent any transaction that requires the approval of equityholders regardless of whether or not other equityholders or noteholders believe that any such transactions are in their own best interests. For example, our Sponsor effectively could cause us to make acquisitions that increase our indebtedness or sell revenue-generating assets. Additionally, our Sponsor is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Our Sponsor may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as our Sponsor continues to own a significant amount of our equity, even if such amount is less than 50%, it will continue to be able to significantly influence or effectively control our decisions. Under the amended and restated shareholders' agreement between us and the Original Stockholders which are affiliates of the Sponsor, such Original Stockholders will be entitled to designate all nominees for election to our board of directors for so long as they hold at least 25% of the total voting power of our common stock. See "Certain Relationships and Related Party Transactions—New Arrangements—Shareholders' Agreement." Thereafter, although our Sponsor will not have an explicit contractual right to do so, it may still nominate directors in its capacity as a stockholder.

        Our amended and restated certificate of incorporation will renounce any interest or expectancy that we have in, or being offered an opportunity to participate in, specified business opportunities. Our amended and restated certificate of incorporation will provide that none of the Original Stockholders (including the Sponsor) or their affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the

30


same or similar lines of business in which we or our affiliates engage or propose to engage or (ii) otherwise competing with us. In addition, in the event that any of the Original Stockholders (including the Sponsor) or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its affiliates and for us or our affiliates, such Original Stockholder or non-employee director will have no duty to communicate or offer such transaction or business opportunity to us and may take any such opportunity for themselves or offer it to other companies in which they have an investment or other business relationship.

        We are a "controlled company" within the meaning of The New York Stock Exchange rules and, as a result, are exempt from certain corporate governance requirements.

        Upon completion of this offering, our Sponsor will continue to control a majority of the voting power of our outstanding common stock. As a result, we are a "controlled company" within the meaning of the New York Stock Exchange corporate governance standards. Under the New York Stock Exchange rules, a company of which more than 50% of the voting power is held by another company is a "controlled company" and need not comply with certain requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the nominating committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (4) the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees. Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the New York Stock Exchange corporate governance requirements.

        Our future success will depend in part on our ability to protect our intellectual property rights, and our inability to enforce these rights could reduce our ability to maintain our market position and our margins.

        We attach great importance to patents, trademarks, copyrights and product designs in order to protect our investment in research and development, manufacturing and marketing. Our policy is to seek the widest possible protection for significant product and process developments in its major markets. Patents may cover products, processes, intermediate products and product uses. Protection for individual products extends for varying periods in accordance with the date of patent application filing and the legal life of patents in the various countries. The protection afforded, which may also vary from country to country, depends upon the type of patent and its scope of coverage. Our continued growth strategy may bring us to regions of the world where intellectual property protection may be limited and difficult to enforce. We are currently pursuing a number of matters relating to the infringement of our acetic acid patents. If these efforts are unsuccessful, our revenues, results of operations and cash flows in the Chemical Products segment may be adversely affected. Some of our earlier acetic acid patents will expire in 2007; other patents covering acetic acid are presently pending.

        As patents expire, the products and processes described and claimed in those patents become generally available for use by the public. Our European and U.S. patents for making Sunett, an important product in our Performance Products segment, expire in 2005, which will reduce our ability to realize revenues from making Sunett due to increased competition and potential limitations and will result in our results of operations and cash flows relating to the product being less favorable than today.

        We also seek to register trademarks extensively as a means of protecting the brand names of our products, which brand names become more important once the corresponding patents have expired. If we are not successful in protecting our trademark rights, our revenues, results of operations and cash flows may be adversely affected.

31

Risks Related to this Offering

        There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.

        There has not been a public market for the Issuer's common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on The New York Stock Exchange or otherwise or how liquid that market might become. The initial public offering price for the shares will be determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the open market following this offering.

        Future sales of our shares could depress the market price of our common stock.

        The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the market after the offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

        We, our executive officers and directors and the Original Stockholders have agreed with the underwriters not to sell, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, subject to specified exceptions, during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. Incorporated and Lehman Brothers Inc.

        After this offering, we anticipate having 158,675,271 shares of common stock outstanding (consisting of 58,937,909 shares of Series A common stock and 99,737,362 shares of Series B common stock). Of those shares, the 50,000,000 shares of Series A common stock we are offering (excluding shares issuable under the underwriters' over-allotment option) will be freely tradeable. The 108,675,271 shares of common stock outstanding (consisting of 8,937,909 shares of Series A common stock and 99,737,362 shares of Series B common stock) will be eligible for resale from time to time after the expiration of the 180-day lock-up period, subject to contractual and Securities Act restrictions. None of those shares may be currently resold under Rule 144(k) without regard to volume limitations and approximately 108,675,271 shares may be sold subject to the volume, manner of sale, holding period and other conditions of Rule 144. After the expiration of the 180-day lock-up period, the Original Stockholders, which collectively beneficially own 107,237,362 shares (consisting of 7,500,000 shares of Series A common stock assuming no exercise of the underwriters' over allotment option to purchase additional shares of Series A common stock and 99,737,262 shares of Series B common stock which will automatically convert to Series A common stock after the payment of the special Series B common stock dividend and may also be converted into Series A common stock at any time at the option of the holder), will have the ability to cause us to register the resale of their shares.

        The market price of our common stock may be volatile, which could cause the value of your investment to decline.

        Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of the common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our common stock could decrease significantly. You may be unable to resell your shares of our common stock at or above the initial public offering price.

        The book value of shares of common stock purchased in the offering will be immediately diluted.

        Investors who purchase common stock in the offering will suffer immediate dilution of $27.53 per share in the pro forma net tangible book value per share after giving effect to the contemplated use of proceeds from the Concurrent Financings. See "Dilution."

32


        Provisions in our amended and restated certificate of incorporation and bylaws, as well as our shareholders' rights plan may discourage a takeover attempt.

        Provisions contained in our amended and restated certificate of incorporation and bylaws could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions of our amended and restated certificate of incorporation and bylaws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. For example, our amended and restated certificate of incorporation authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our shareholders. Thus, our board of directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our Series A common stock. These rights may have the effect of delaying or deterring a change of control of our company. In addition, a change of control of our company may be delayed or deterred as a result of our having three classes of directors (each class elected for a three year term) or as a result of the shareholders' rights plan expected to be adopted by our board of directors prior to the consummation of this offering. In addition, we would be required to issue additional shares of our Series A common stock to holders of the preferred stock who convert following a fundamental change. See "Description of Convertible Perpetual Preferred Stock." These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock. See "Description of Capital Stock."

33


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures, and assumptions and other statements contained in this prospectus that are not historical facts. When used in this document, words such as "anticipate," "believe," "estimate," "expect," "intend," "plan" and "project" and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate.

        Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include, among other things:

34

        Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this prospectus as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.

35


SPECIAL NOTE REGARDING NON-GAAP FINANCIAL MEASURES

        The body of generally accepted accounting principles is commonly referred to as "GAAP." For this purpose, a non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable U.S. GAAP measure. From time to time we disclose non-GAAP financial measures, primarily EBITDA, as defined below. The non-GAAP financial measures described in this prospectus should not be viewed in isolation and are not a substitute for GAAP measures of earnings and cash flows.

EBITDA

        EBITDA is defined as earnings (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization.

        Management uses EBITDA as a basis for measuring performance:

        Management believes EBITDA is helpful in highlighting trends on an overall basis and in the business segments because EBITDA excludes the results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which the company operates and capital investments. In addition, EBITDA provides more comparability between the historical results of Celanese AG and our results which reflect purchase accounting and the new capital structure.

Limitations

        EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. An investor or potential investor may find any one or all of these items important in evaluating performance, results of operations, financial position and liquidity. Some of these limitations are:

        Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Management also uses other metrics to evaluate capital structure, tax planning and capital investment decisions. For example, management uses credit ratings

36

and net debt ratios to evaluate capital structure, effective tax rate by jurisdiction to evaluate tax planning, and payback period and internal rate of return to evaluate capital investments. Management also uses trade working capital to evaluate its investment in receivables and inventory, net of payables.

        EBITDA is also presented because management believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of issuers. Management believes that EBITDA provides useful information for comparing companies in the same industry and across different industries. For example:

        Investors or potential investors should not rely on EBITDA as a substitute for any GAAP financial measure. In addition, calculations of EBITDA contained in this prospectus may or may not be consistent with that of other companies. We strongly urge investors or potential investors to review the reconciliations of EBITDA contained in this prospectus, including the related explanations, the limitations of these exclusions described above and the other financial information contained in this prospectus. We also strongly urge investors or potential investors not to rely on any single financial measure to evaluate our business.

37


THE TRANSACTIONS

        As used in this prospectus, the term "Transactions" means, collectively, the Tender Offer, the Original Financing, the Refinancing and the Senior Discount Notes Offering described below. Our current ownership structure is summarized under "The Recent Restructuring."

The Tender Offer and the Original Financing

        Pursuant to the Tender Offer, in April 2004 the Purchaser, an indirect wholly owned subsidiary of the Issuer, acquired, at a price of €32.50 per share, a total of 41,588,227 Celanese Shares, representing approximately 84% of the Celanese Shares outstanding on that date.

        In addition, as a part of the Tender Offer, the Purchaser agreed to refinance certain existing debt of Celanese, pre-fund certain pension obligations of Celanese, pre-fund certain contingencies and certain obligations linked to the value of the Celanese Shares, such as the payment of fair cash compensation under the Domination Agreement for the remaining Celanese Shares, and payment obligations related to outstanding stock appreciation rights, stock options and interest payments, provide additional funds for working capital and other general corporate purposes, and pay related fees and expenses. The sources and uses of funds used in connection with the Tender Offer and the Original Financing are set forth in the table below. See "Description of Indebtedness" for a description of the senior credit facilities.

Sources
   Uses
(in millions)

   (in millions)
Revolving Credit Facilities(1)   $ —   Aggregate Tender Offer Price(5)   $ 1,624
Term Loan Facility     608   Pension Contribution(6)     463
Senior Subordinated Bridge Loan Facilities(2)     1,565   Refinancing of Existing Debt(7)     175
Mandatorily Redeemable Preferred Shares(3)     200   Available Cash(8)     555
Cash Equity Investments(4)     650   Estimated Fees and Expenses     206
   
     
  Total Sources   $ 3,023               Total Uses   $ 3,023
   
     
(1)
The revolving credit facilities provide for borrowings of up to $608 million. No amounts thereunder were borrowed in connection with the Tender Offer and the Original Financing.

(2)
Represents $814 million of the Senior Subordinated Bridge B and $751 million of the Senior Subordinated Bridge C Loan variable rate borrowings (which includes the U.S. dollar equivalent of a €450 million tranche). The senior subordinated bridge loan facilities were originally due in 2014, subject to certain conditions.

(3)
Represents $200 million of the Issuer's mandatorily redeemable preferred shares. The mandatorily redeemable preferred shares were redeemed on July 1, 2004. See "—The Refinancing."

(4)
Consisted of cash equity contributions of $650 million from the Original Stockholders.

(5)
Represents the U.S. dollar equivalent of the total amount of consideration at €32.50 per ordinary share for approximately 84% of the then-outstanding Celanese Shares.

(6)
Represents the amount to pre-fund certain of Celanese's pension obligations.

(7)
Represents the amount of variable rate loans of Celanese repaid subsequent to the Tender Offer.

(8)
Represents cash available to purchase remaining outstanding Celanese Shares, to pay certain contingencies and obligations of Celanese linked to the value of the Celanese Shares, to repay additional existing indebtedness, to pay interest on the senior subordinated notes and to make loans to Celanese and its subsidiaries for working capital and general corporate purposes.

The Refinancing

        BCP Caylux Holdings Luxembourg S.C.A. used the proceeds from its offerings of $1,225 million and €200 million principal amount of the senior subordinated notes in June and July 2004, together with available cash and borrowings under a $350 million senior secured floating rate term loan to repay

38


its two senior subordinated bridge loan facilities, plus accrued interest, to redeem the mandatorily redeemable preferred shares and to pay related fees and expenses. See "Description of Indebtedness" for a description of the senior subordinated notes and the floating rate term loan.

Sources
   Uses
(in millions)

   (in millions)
Senior Subordinated Notes(1)   $ 1,475   Refinancing of Senior Subordinated Bridge Loan Facilities(2)   $ 1,594
Floating Rate Term Loan     350   Redemption of the Mandatorily Redeemable Preferred Shares     227
Available Cash     47   Estimated Fees and Expenses     51
   
     
  Total Sources   $ 1,872               Total Uses   $ 1,872
   
     
(1)
Includes the U.S. dollar equivalent of the euro notes.

(2)
Represents $814 million of the Senior Subordinated Bridge B and $751 million of Senior Subordinated Bridge C Loan variable rate borrowings, plus accrued interest on the senior subordinated bridge loan facilities.

Senior Discount Notes Offering

        In September 2004, Crystal US Holdings 3 L.L.C. ("Crystal LLC") and Crystal US Sub 3 Corp., a subsidiary of Crystal LLC, issued $853 million aggregate principal amount at maturity of their Senior Discount Notes due 2014. The issuers of the senior discount notes used the net proceeds of $500 million from the offering to make a return of capital distribution to the Issuer, which in turn made a distribution to the Original Stockholders, and to pay fees and expenses. Until October 1, 2009, interest on the senior discount notes will accrue in the form of an increase in the accreted value of such notes. See "Description of Indebtedness—Senior Discount Notes due 2014."

Post-Tender Offer Events

        After the completion of the Tender Offer and the Original Financing, we or our affiliates entered into or intend to pursue some or all of the following:

        Delisting.    The Celanese Shares were delisted from the New York Stock Exchange (the "NYSE") on June 2, 2004. Celanese AG may also apply to revoke the admission of the Celanese Shares to the Frankfurt Stock Exchange, which would require, among other things, a resolution at the shareholders' meeting of Celanese AG with the majority of the votes cast in favor of such resolution. If the Celanese Shares were to be delisted from both the NYSE and from the Frankfurt Stock Exchange, the Purchaser or Celanese AG would have to offer the then outstanding minority shareholders of Celanese AG fair cash compensation in exchange for their Celanese Shares determined as described below.

        Domination and Profit and Loss Transfer Agreement.    On June 22, 2004, the Purchaser entered into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) with Celanese AG (the "Domination Agreement"), pursuant to which Celanese AG agreed to submit itself to the direction of, and to transfer its entire profits to, the Purchaser and the Purchaser agreed to compensate Celanese AG for any annual losses (Jahresfehlbetrag) incurred during the term of the Domination Agreement. The Domination Agreement and a related change to Celanese AG's fiscal year were submitted to a shareholder vote and approved at an extraordinary general meeting held on July 30-31, 2004. The Domination Agreement was registered in the commercial register on August 2, 2004 and became operative on October 1, 2004. The Domination Agreement is subject to legal challenges instituted by dissenting shareholders. Minority shareholders have filed nine actions against Celanese AG in the Frankfurt District Court (Landgericht), seeking, among other things, to set aside the shareholder resolutions passed at the extraordinary general meeting held on July 30 and 31, 2004 based, among other things, on the alleged violation of procedural requirements and information rights of the shareholders, to declare the Domination Agreement and the change in the fiscal year void and

39


to prohibit Celanese AG from performing its obligations under the Domination Agreement. In addition, a German court could revoke the registration of the Domination Agreement in the commercial register. On August 2, 2004, two minority shareholders instituted public register proceedings with the Königstein Local Court (Amtsgericht) and the Frankfurt District Court, both with a view to have the registration of the Domination Agreement in the Commercial Register deleted (Amtslöschungsverfahren). See "Business—Legal Proceedings."

        Pursuant to the Domination Agreement, the entire annual statutory profits of Celanese AG, if any, less any loss carried forward from the previous fiscal year, less any amount to be allocated to the statutory capital reserve (gesetzliche Rücklage) and less any amount to be allocated to other profit reserves (andere Gewinnrücklagen) upon approval by the Purchaser, will be transferred to the Purchaser. If, however, during any fiscal year during the operative term of the Domination Agreement, Celanese AG incurs an annual loss (Jahresfehlbetrag), the Purchaser would have to pay to Celanese AG an amount equal to such loss to the extent that the respective annual loss is not fully compensated for by dissolving other profit reserves (andere Gewinnrücklagen) accrued at Celanese AG since the date on which the Domination Agreement became operative (Verlustausgleichspflicht). Such payment obligation would accrue at the end of any fiscal year of Celanese AG in which an annual loss was incurred and such accrual would be independent from the adoption of the financial statements. In the event that profits of Celanese AG (including distributable profit reserves accrued and carried forward during the term of the Domination Agreement) or valuable counterclaims by the Purchaser against Celanese AG, which can be off-set against loss compensation claims by Celanese AG, are not sufficient to cover such annual loss, the Purchaser will be required to compensate Celanese AG for any such shortfall by making a cash payment equal to the amount of such shortfall. In such event, the Purchaser may not have sufficient funds to distribute to us for payment of our obligations and, unless the Purchaser is able to obtain funds from a source other than annual profits of Celanese AG, the Purchaser may not be able to satisfy its obligation to fund such shortfall. BCP Caylux Holdings Luxembourg S.C.A. and BCP Crystal have each agreed to provide the Purchaser with financing to further strengthen the Purchaser's ability to be in a position at all times to fulfill all of its obligations when they become due under, or in connection with, the Domination Agreement and to ensure that the Purchaser will perform all of its obligations under, or in connection with, the Domination Agreement when such obligations become due, including, without limitation, the obligations to pay a guaranteed fixed annual payment to the outstanding minority shareholders of Celanese AG, to offer to acquire all outstanding Celanese Shares from the minority shareholders in return for payment of fair cash consideration and to compensate Celanese AG for any annual loss incurred by Celanese AG during the term of the Domination Agreement. If BCP Caylux Holdings Luxembourg S.C.A. and/or BCP Crystal are obligated to make payments under such guarantees or other security to the Purchaser and/or the minority shareholders, we may not have sufficient funds to make payments on our debt or to make funds available to the Issuer.

        As a consequence of entering into the Domination Agreement, § 305(1) of the German Stock Corporation Act (Aktiengesetz) requires that, upon the Domination Agreement becoming operative, the Purchaser must at the request of each remaining minority shareholder of Celanese AG, acquire such shareholders' registered ordinary shares of Celanese AG in exchange for payment of "fair cash compensation" (angemessene Barabfindung). As required under § 305(3) sentence 3 of the German Stock Corporation Act, the Purchaser will pay to all minority shareholders who tender into such offer and whose shares are paid for after the day following the date the Domination Agreement becomes operative, interest on the offer price from such day until the day preceding the date of settlement at a rate of 2% per annum plus the base rate (as defined in § 247 of the German Civil Code (BGB)) per annum prevailing from time to time, as reduced by any guaranteed dividend payments. The mandatory offer required pursuant to § 305(1) of the German Stock Corporation Act is not a voluntary public takeover offer or any other offer under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-und Übernahmegesetz) or a takeover or tender offer under any other applicable German law. However, it may be considered a tender offer under applicable laws of the United States of America. Therefore, in

40


order to comply with applicable U.S. securities laws, the Purchaser commenced an offer on September 2, 2004, which is continuing as of the date of this prospectus. The terms of this offer are set forth in the offer document, dated September 2, 2004, which was filed with the SEC under cover of Schedule TO on the same day. As of December 6, 2004, pursuant to this offer the Purchaser had acquired over 615,000 Celanese Shares. On December 29, 2004, the closing price of the Celanese Shares on the Frankfurt Stock Exchange was €45.20. At the fair cash compensation offer price of €41.92 per share required by the Domination Agreement for all Celanese Shares outstanding as of September 30, 2004 not already owned by the Purchaser, the total amount of funds necessary to purchase such remaining outstanding Celanese Shares would be €348 million, plus accrued interest from October 2, 2004. The Purchaser expects to use a significant portion of its available cash to pay for any of the remaining outstanding Celanese Shares that it may acquire. In addition, if Celanese AG delists the Celanese Shares from the Frankfurt Stock Exchange, the Purchaser effects a squeeze-out or Celanese AG is converted into a limited partnership or a limited liability company, as described below, the Purchaser and/or Celanese AG must in each case make another offer to the then remaining minority shareholders of Celanese AG of fair cash compensation in exchange for their Celanese Shares or, in the case of a conversion, in exchange for their equity interest in the entity that results from the conversion. The €41.92 per share fair cash compensation, plus interest, required to be offered to minority shareholders in connection with the Domination Agreement is greater than the Tender Offer price. The amount of fair cash compensation is currently under review in special award proceedings (Spruchverfahren). The amount of fair cash compensation per share to be offered upon the occurrence of any other such event may be equal to, higher or lower than, the Tender Offer price or the fair cash compensation of €41.92, plus interest, offered pursuant to the Domination Agreement.

        Any minority shareholder who elects not to sell its shares to the Purchaser will be entitled to remain a shareholder of Celanese AG and to receive a gross guaranteed fixed annual payment on its shares (Ausgleich) of €3.27 per Celanese Share less certain corporate taxes in lieu of any future dividend. Taking into account the circumstances and the tax rates at the time of entering into the Domination Agreement, the net guaranteed fixed annual payment is €2.89 per share for a full fiscal year. The net guaranteed fixed annual payment may, depending on applicable corporate tax rates, in the future be higher, lower or the same as €2.89 in lieu of any future dividends determined as described below under "—Determination of the Amount to be Paid to the Minority Shareholders."

        As described in "Risk Factors," due to legal challenges, there is no assurance that the Domination Agreement will remain operative in its current form. If the Domination Agreement ceases to be operative, the Purchaser cannot directly give instructions to the Celanese AG board of management. However, irrespective of whether a domination agreement is in place between the Purchaser and Celanese AG, under German law Celanese AG is effectively controlled by the Purchaser because of the Purchaser's 84% ownership of the Celanese Shares. The Purchaser has the ability, through a variety of means, to utilize its controlling rights to, among other things, (1) ultimately cause a domination agreement to become operative; (2) use its ability, through its 84% voting power at any shareholders' meetings of Celanese AG, to elect the shareholder representatives on the supervisory board and to thereby effectively control the appointment and removal of the members of the Celanese AG board of management; and (3) effect all decisions that a majority shareholder is permitted to make under German law. The controlling rights of the Purchaser constitute a controlling financial interest for accounting purposes and result in the Purchaser being required to consolidate Celanese AG as of the date of acquisition.

        Change in Fiscal Year.    At the extraordinary general meeting on July 30 and 31, 2004, Celanese AG shareholders also approved a change of Celanese AG's fiscal year and a corresponding change of Celanese AG's statutes in order to take advantage of the consolidated tax filing status. Therefore, from September 30, 2004 onwards, Celanese AG's fiscal year will begin on October 1 and end on September 30 of the following year. A short fiscal year ran from January 1, 2004 to September 30, 2004. The Issuer's fiscal year runs from January 1 to December 31.

41


        Subsequent Purchases of Celanese Shares.    The Purchaser may from time to time purchase or be required to purchase any or all of the outstanding Celanese Shares not owned by it in market transactions or otherwise. Examples of instances in which the Purchaser may be required to purchase additional Celanese Shares include the ongoing mandatory offer relating to the domination and profit and loss transfer agreement entered into by the Purchaser and Celanese AG, or additional mandatory offers required by actions that the Purchaser or its affiliates may take in the future, such as a possible delisting of the Celanese Shares from the Frankfurt Stock Exchange, a possible squeeze-out of the minority shareholders of Celanese AG or a possible conversion of Celanese AG into a different legal form. The Purchaser's decision to pursue subsequent voluntary purchases will depend on, among other factors, the then-prevailing market prices and any negotiated terms with minority shareholders. If the Purchaser purchases Celanese Shares in an individually negotiated purchase not over the stock exchange, and before the first anniversary of the publication of the final results of the Tender Offer for consideration higher than the Tender Offer price, it will be required to make additional compensating payments to sellers of Celanese Shares in the Tender Offer.

        Squeeze-out and Conversion.    If the Purchaser acquires Celanese Shares representing 95% or more of the registered ordinary share capital (excluding treasury shares) of Celanese AG, the Purchaser intends to require, as permitted under German law, the transfer to the Purchaser of the Celanese Shares owned by the then-outstanding minority shareholders of Celanese AG in exchange for fair cash compensation (the "Squeeze-out"), determined as described below under "—Determination of the Amount to be Paid to the Minority Shareholders." As an alternative to the Squeeze-out, the Purchaser might also consider converting Celanese AG from its current legal form of a stock corporation (Aktiengesellschaft, AG) into either a limited partnership (Kommanditgesellschaft, KG) or a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) in accordance with the provisions of the German Transformation Act (Umwandlungsgesetz, UmwG). Such conversion would be subject to approval by the affirmative vote of at least 75% of the share capital of Celanese AG. The conversion would allow the Purchaser to take advantage of a more efficient governance structure as legal requirements applicable to GmbHs and KGs are in many respects less onerous than those applicable to AGs. As a result of such conversion, the Celanese Shares will be automatically delisted from the Frankfurt Stock Exchange. However, if the Purchaser completely delists the Celanese Shares from the Frankfurt Stock Exchange, effects a squeeze-out or converts Celanese AG into a limited partnership or a limited liability company, the Purchaser and/or Celanese AG must in each case offer the then remaining minority shareholders of Celanese AG fair cash compensation, as described below, in exchange for their Celanese Shares or, in the case of a conversion, in exchange for their equity interest in the entity that results from the conversion. The amount of the fair cash compensation per share may be equal to, higher or lower than the Tender Offer price or the fair cash compensation offered pursuant to the Domination Agreement.

        Determination of the Amount to be Paid to the Minority Shareholders.    The amount to be paid to the minority shareholders as fair cash compensation in exchange for their Celanese Shares in connection with the Domination Agreement becoming operative, the delisting from the Frankfurt Stock Exchange, or a squeeze-out or, in the case of a conversion, in exchange for their equity interest in the entity resulting from such conversion, has been (in the case of the amount payable in connection with the Domination Agreement) or will be (in each other case) determined on the basis of the fair value of the enterprise of Celanese AG, determined by Celanese AG and/or the Purchaser in accordance with applicable German legal requirements, as of the date of the applicable resolution of Celanese AG's shareholders' meeting, and, except in the case of a delisting from the Frankfurt Stock Exchange, examined by one or more duly qualified auditors chosen and appointed by the court. The amount of the guaranteed fixed annual payment in connection with the Domination Agreement becoming effective to minority shareholders who elect not to sell their Celanese Shares to the Purchaser but to remain a shareholder of Celanese AG was determined by the Purchaser and Celanese AG in accordance with applicable German law, on the basis of the hypothetical projected earnings of Celanese AG assuming a

42


full distribution of profits. The gross guaranteed fixed annual payment of €3.27 per share may be equal to, higher or lower than the actual otherwise distributable profits per share of Celanese AG. The €41.92 per share fair cash compensation, plus interest, offered to minority shareholders in connection with the Domination Agreement is greater than the Tender Offer price. The amount of cash compensation per share to be offered to minority shareholders in connection with any delisting from the Frankfurt Stock Exchange, Squeeze-out or conversion, as applicable, may be equal to, higher or lower than, the Tender Offer price or the fair cash compensation of €41.92, plus interest, offered pursuant to the Domination Agreement. Furthermore, each of the guaranteed fixed annual payment and the fair cash compensation is subject to review by the court in award proceedings (Spruchverfahren) which have been instituted by several dissenting shareholders. If as a result of such award proceedings, the court increases the amount of the guaranteed fixed annual payment and/or the fair cash consideration, or if such increase is agreed between the parties in a court settlement, payments already made to minority shareholders pursuant to the offer required by the Domination Agreement would have to be increased accordingly with retroactive effect.

        Dividend.    At the annual shareholders' meeting on June 15, 2004, Celanese AG shareholders approved payment of a dividend on the Celanese Shares for the fiscal year ended December 31, 2003 of €0.12 per share. The Purchaser expects that no dividend on the Celanese Shares for the fiscal year ended September 30, 2004 will be paid to Celanese AG's shareholders. As part of the preparation of the financial statements for the fiscal year ended September 30, 2004, Celanese AG conducted a valuation of its assets, which resulted in a further non-cash impairment charge to the value of CAC as of September 30, 2004. The size of this charge will prevent Celanese AG from declaring a dividend to its shareholders for the short fiscal year 2004. Any minority shareholder of Celanese AG who elects not to sell its shares to the Purchaser in connection with the offer to the minority shareholders will be entitled to remain a shareholder of Celanese AG and to receive the guaranteed fixed annual payment on its shares, in lieu of any future dividends. The amount of the guaranteed fixed annual payment to be paid to any minority shareholder who elects to retain its Celanese Shares was based on an analysis of the fair enterprise value of Celanese as of the date of the relevant shareholders' meeting assuming a full distribution of profits. The gross guaranteed fixed annual payment is €3.27 per Celanese Share less certain corporate taxes. See "—Domination and Profit and Loss Transfer Agreement."

        Recapitalization.    As of the date of this prospectus, we have one class of common stock, all of which is held by the Original Stockholders. Shortly before completion of this offering, we intend to complete a recapitalization in which we will create two series of common stock. The recapitalization, which may occur through a merger between us and a newly created wholly owned subsidiary of ours, a share exchange by the Original Stockholders or by other means, will result in the creation of Series A common stock and Series B common stock. The shares sold in the initial public offering of our common stock will be Series A common stock. The Original Stockholders will exchange the shares of common stock that they currently hold for an equivalent number of shares of Series B common stock, which will enable them to receive dividends as described under "Description of Capital Stock—Authorized Capitalization—Common Stock—Dividend Rights." Except for the special Series B common stock dividends which we expect to pay to the holders of outstanding shares of Series B common stock on or after April 7, 2005, the convertibility of Series B common stock into Series A common stock and the right of the Series B common stock to consent to other changes to our governing documents that would adversely affect the Series B common stock, shares of Series A common stock and shares of Series B common stock will be identical, including with respect to voting rights. The Series B common stock will automatically convert into Series A common stock upon payment of the special Series B common stock dividends, and may also be converted into Series A common stock at any time at the option of the holder. As used in this prospectus, the term "common stock", when used in reference to our capital structure before completion of this offering, means our existing single class of common stock, and when used in reference to our capital structure following

43


completion of this offering, means, collectively, the Series A common stock and Series B common stock, unless otherwise specified.

        Any delisting from the Frankfurt Stock Exchange, squeeze-out or conversion would require approval by the shareholders of Celanese AG. While it is to be expected that in each case, the Purchaser will have the requisite majority in such meeting to assure approval of such measures, minority shareholders, irrespective of the size of their shareholding, may, within one month from the date of any such shareholder resolution, file an action with the court to have such resolution set aside. While such action would only be successful if the resolution was passed in violation of applicable laws and cannot be based on the unfairness of the amount to be paid to the minority shareholders, a shareholder action may substantially delay the implementation of the challenged shareholder resolution pending final resolution of the action. If such action proved to be successful, the action could prevent the implementation of a delisting, Squeeze-out or conversion. Accordingly, there can be no assurance that any of the steps described above can be implemented timely or at all.

The Sponsor—The Blackstone Group

        Following the consummation of the offering of our Series A common stock, certain affiliates of The Blackstone Group ("Blackstone" or the "Sponsor") will beneficially own approximately 58.2% of our outstanding common stock and will own approximately 62.6% of our outstanding common stock if the underwriters' over-allotment option is not exercised. Blackstone is a leading investment and advisory firm founded in 1985, with offices in New York, London and Hamburg. Blackstone manages the largest institutional private equity fund ever raised, a $6.5 billion fund raised in 2002. Since it began private equity investing in 1987, Blackstone has raised more than $14 billion in five funds and has invested in approximately 70 companies. In addition to private equity investments, Blackstone's core businesses include real estate investments, corporate debt investments, asset management, merger and acquisition advisory services, and restructuring and reorganization advisory services.

44


THE RECENT RESTRUCTURING

        In October—November 2004, we completed an internal restructuring pursuant to which the Purchaser effected, by giving a corresponding instruction under the Domination Agreement, the transfer of all of the shares of CAC from Celanese Holding GmbH, a wholly owned subsidiary of Celanese AG, to BCP Caylux Holdings Luxembourg S.C.A. ("BCP Caylux") which resulted in BCP Caylux owning 100% of the equity of CAC and, indirectly, all of its assets, including subsidiary stock.

        Following the transfer of CAC to BCP Caylux, (1) BCP Crystal Holdings Ltd. 2 contributed substantially all of its assets and liabilities (including all outstanding capital stock of BCP Caylux) to BCP Crystal, in exchange for all of the outstanding capital stock of BCP Crystal; (2) BCP Crystal assumed substantially all obligations of BCP Caylux, including all rights and obligations of BCP Caylux under the senior credit facilities, the floating rate term loan and the senior subordinated notes; (3) BCP Caylux transferred certain assets, including its equity ownership interest in CAC, to BCP Crystal; (4) BCP Crystal Holdings Ltd. 2 was reorganized as a Delaware limited liability company and changed its name to Celanese Holdings LLC (such reorganized entity, "Celanese Holdings"); and (5) Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. was reorganized as a Delaware corporation and changed its name to Celanese Corporation. BCP Crystal, at its discretion, may subsequently cause the liquidation of BCP Caylux.

        As a result of these transactions, BCP Crystal holds 100% of CAC's equity and, indirectly, all equity owned by CAC in its subsidiaries. In addition, BCP Crystal holds, indirectly, all of the Celanese Shares held by the Purchaser.

Corporate Structure

        The charts below summarize our ownership structure immediately before completion of the Recent Restructuring and our current ownership structure.

45

Pre-Restructuring Structure

FLOWCHART

Footnotes on page 48

46

Current Structure

FLOWCHART

Footnotes on following page

47

(1)
In September 2004, Crystal US Holdings 3 L.L.C. ("Crystal LLC") and Crystal US Sub 3 Corp., a subsidiary of Crystal LLC, issued and sold $853 million aggregate principal amount at maturity of their Senior Discount Notes due 2014. Until October 1, 2009, interest on the senior discount notes will accrue in the form of an increase in the accreted value of such notes. We expect to use approximately $207 million of the net proceeds from the offering of our Series A common stock to redeem a portion of the senior discount notes. See "Description of Indebtedness—Senior Discount Notes due 2014."

(2)
The senior credit facilities provide financing of up to approximately $1.2 billion, consisting of (1) a $611 million term loan facility with a maturity of seven years; (2) a $228 million credit-linked revolving facility with a maturity of five years; and (3) a $380 million revolving credit facility with a maturity of five years. Celanese Americas Corporation ("CAC") may borrow under both revolving credit facilities. We expect to use borrowings under the new senior credit facilities, together with any remaining proceeds from the offering of our Series A common stock to repay all amounts outstanding under the senior credit facilities. See "Description of Indebtedness—Senior Credit Facilities."

(3)
In June 2004, BCP Caylux borrowed $350 million under a floating rate term loan due 2014. We expect to use borrowings under the new senior credit facilities, together with any remaining proceeds from the offering of our Series A common stock to repay all amounts outstanding under the floating rate term loan. See "Description of Indebtedness—Floating Rate Term Loan."

(4)
In June and July 2004, BCP Caylux issued and sold $1,225 million aggregate principal amount of its 95/8% U.S. Dollar-denominated Senior Subordinated Notes due 2014 and €200 million principal amount of its 103/8% Euro-denominated Senior Subordinated Notes due 2014. We expect to use approximately $566 million of the net proceeds from the offering of our Series A common stock to redeem a portion of the senior subordinated notes. See "Description of Indebtedness—Senior Subordinated Notes due 2014."

48


USE OF PROCEEDS

        We estimate that the net proceeds from the offering of our Series A common stock, after deducting underwriting discounts and estimated offering expenses, will be approximately $949 million. We estimate that the net proceeds from the offering of our preferred stock, after deducting underwriting discounts and estimated offering expenses, will be approximately $194 million.

        We intend to contribute $773 million of the net proceeds from the offering of our Series A common stock to our subsidiary, Crystal LLC, which will use approximately $207 million of such net proceeds to redeem a portion of its senior discount notes. Crystal LLC will contribute the remaining proceeds to its subsidiary, Celanese Holdings, which in turn will contribute it to its subsidiary, BCP Crystal. BCP Crystal will use such proceeds to redeem a portion of its senior subordinated notes. BCP Crystal will use borrowings of approximately $1,556 million under the new senior credit facilities that it expects to enter into prior to the consummation of the Series A common stock offering to repay the amounts outstanding under the existing senior credit facilities and the floating rate term loan and to pay a $582 million dividend to Celanese Holdings, which in turn will distribute this amount to Crystal LLC. Crystal LLC will distribute this amount up to us and we will use it, together with the remaining net proceeds from the offering of our Series A common stock and the net proceeds from the offering of our preferred stock, to pay a dividend of $952 million to the holders of our Series B common stock. The Original Stockholders will be the only holders of our Series B common stock immediately prior to the consummation of this offering. The expected sources and uses of funds used in connection with the Concurrent Financings (assuming January 2005 closing unless otherwise specified) are set forth in the table below. The actual amounts may vary depending on the time of the closing of this offering.

Sources
(in millions)
   Uses
(in millions)
Series A Common Stock   $ 1,000   Partial Redemption of Senior Discount Notes(2)   $ 207
Preferred Stock     200   Partial Redemption of Senior Subordinated      
New Senior Credit Facilities(1)     1,556       Notes(3)     566
          Repayment of Existing Senior Credit Facilities(4)     611
          Repayment of Floating Rate Term Loan     350
          Dividend to holders of our Series B common stock     952
            Estimated Fees and Expenses(5)     70
   
     
    Total Sources   $ 2,756       Total Uses   $ 2,756
   
     
(1)
Sources shown exclude the delayed draw portion of the new senior credit facilities of approximately $442 million that we expect to borrow following the closing of the Series A common stock offering to fund the Acetex and Vinamul Polymers acquisitions. Prior to the consummation of the Series A common stock offering, we expect to enter into the new senior credit facilities with a syndicate of financial institutions. We expect the terms of the new senior credit facilities to be substantially similar to the terms of our existing senior credit facilities described above under "Description of Indebtedness—Senior Credit Facilities."

(2)
Represents redemption of approximately $37 million of Series A senior discount notes and approximately $151 million of Series B senior discount notes ($180 million of combined accreted value at September 30, 2004) and $19 million of premium based on the amounts required at the expected redemption date (in February 2005).

(3)
Represents redemption of $516 million of senior subordinated notes and $50 million of premium.

(4)
Includes additional borrowings made in October 2004 to finance a pension contribution.

(5)
Represents underwriting discounts and fees, bank fees and other fees and expenses.

49

        We intend to use the net proceeds from any shares of our Series A common stock sold pursuant to the underwriters' over-allotment option to pay an additional cash dividend to the holders of our Series B common stock.

        Any change in the aggregate amount of net proceeds raised in the Series A common stock and preferred stock offerings will either increase or decrease the cash dividend to be paid to the holders of our Series B common stock, as the case may be, but will not affect the amount of debt to be redeemed or repaid.

        The interest rate and maturity of indebtedness that we intend to discharge using the net proceeds from the offering of our Series A common stock, as well as the use of proceeds from such indebtedness, are described below:

        Senior Discount Notes.    In September 2004, our subsidiaries Crystal US 3 Holdings L.L.C. and Crystal US Sub 3 Corp., issued $853 million aggregate principal amount at maturity ($513 million in gross proceeds) of their Senior Discount Notes due 2014 consisting of $163 million aggregate principal amount at maturity of its 10% Series A Senior Discount Notes and $690 million aggregate principal amount at maturity of their 101/2% Series B Senior Discount Notes. Prior to October 1, 2009, interest will accrue on the senior discount notes in the form of an increase in their accreted value. Cash interest payments will be due and payable beginning on April 1, 2010.

        Senior Subordinated Notes.    In June and July 2004, BCP Caylux issued $1,225 million aggregate principal amount of 95/8% U.S. Dollar-denominated senior subordinated notes and €200 million principal amount of 103/8% Euro-denominated senior subordinated notes. The senior subordinated notes mature on June 15, 2014.

        Senior Credit Facilities.    In April 2004, BCP Caylux entered into senior credit facilities with a syndicate of banks and other financial institutions led by Deutsche Bank AG New York Branch, as administrative agent, Morgan Stanley Senior Funding, Inc., as global coordinator, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers, ABN AMRO Bank N.V., Bank of America, N.A. and General Electric Capital Corporation, as documentation agents, and Bayerische Hypo-und Vereinsbank AG, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, KfW and Commerzbank AG, New York and Cayman Branches, as senior managing agents. The senior credit facilities provide financing of approximately $1.2 billion. The senior credit facilities consist of (1) a term loan facility in the aggregate amount of $456 million and €125 million with a maturity of seven years; (2) a $228 million credit-linked revolving facility with a maturity of five years; and (3) a $380 million revolving credit facility with a maturity of five years.

        In addition, upon the occurrence of certain events, BCP Crystal may request, prior to April 6, 2005, an increase to the existing term loan facility in an amount not to exceed $175 million in the aggregate, subject to receipt of commitments by existing term loan lenders or other financial institutions reasonably acceptable to the administrative agent.

        The borrowings under the senior credit facilities bear interest at a rate equal to an applicable margin plus, at BCP Crystal's option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Deutsche Bank AG New York Branch and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings under the credit-linked revolving facility and the revolving credit facility is 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings (in each case subject to a step-down based on a performance test). The applicable margin for borrowings under the term loan facility is 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings (in each case subject to a step-down based on a performance test). In addition to paying interest, BCP Crystal is required to pay certain fees.

50


        Floating Rate Term Loan.    In June 2004, BCP Caylux entered into a $350 million floating rate term loan with Deutsche Bank AG New York Branch, as administrative agent, Morgan Stanley Senior Funding, Inc., as global coordinator, and Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers. BCP Crystal is the borrower under the floating rate term loan. The floating rate term loan has a maturity of seven and one-half years and provides for no amortization of principal. The borrowings under the floating rate term loan bear interest at a rate equal to an applicable margin plus, at BCP Crystal's option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Deutsche Bank AG New York Branch and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings is (a) prior to completion of the Recent Restructuring, 3.25% with respect to base rate borrowings and 4.25% with respect to LIBOR borrowings and (b) after completion of the Recent Restructuring, 2.50% with respect to base rate borrowings and 3.50% with respect to LIBOR borrowings.

        Use of Proceeds From Indebtedness Being Discharged.    The Purchaser used the borrowings under the existing senior credit facilities, together with the borrowings under the senior subordinated bridge loan facilities, and the cash equity investment by the Original Shareholders (which included the proceeds from the issuance of the mandatorily redeemable preferred shares) to acquire Celanese Shares in connection with the Tender Offer, to refinance certain existing debt of Celanese, pre-fund certain pension obligations of Celanese, pre-fund certain contingencies and certain obligations linked to the value of the Celanese Shares, such as the payment of fair cash compensation under the Domination Agreement for the remaining Celanese Shares, and payment obligations related to outstanding stock appreciation rights, stock options and interest payments, provide additional funds for working capital and other general corporate purposes, and pay related fees and expenses.

        BCP Caylux used the proceeds from the offering of the senior subordinated notes, together with available cash and borrowings under the floating rate term loan to repay its two senior subordinated bridge loan facilities, plus accrued interest, to redeem the mandatorily redeemable preferred shares and to pay related fees and expenses. The issuers of the senior discount notes used the net proceeds from the offering to make a return of capital distribution to the Issuer, which in turn made a distribution to the Original Stockholders, and to pay fees and expenses.

        See "The Transactions" and "Description of Indebtedness."

51


DIVIDEND POLICY

        We intend to declare and pay the following special Series B common stock dividends to holders of our Series B common stock, which will be required by our amended and restated certificate of incorporation we expect to adopt in connection with our recapitalization:

        The Original Stockholders will be the only holders of our Series B common stock immediately prior to the consummation of the offering of our Series A common stock. We expect to declare and pay the dividends described above on or after April 7, 2005. Under the terms of our amended and restated certificate of incorporation, we will be obligated to take all actions required or permitted under applicable Delaware law to permit the payment of the special Series B common stock dividends and to declare and pay these dividends to the extent there are funds legally available therefor.

        Upon the completion of the Series A common stock offering, our board of directors currently intends to adopt a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of our common stock equal to 0.1875% of the average of the closing sale prices of our Series A common stock on the New York Stock Exchange on the last ten trading days of the prior quarter, not to exceed $0.05 per share of common stock per quarter unless our board of directors in its sole discretion determines otherwise, commencing the second quarter of 2005. However, there is no assurance that sufficient cash will be available to pay such dividend.

        Our board of directors may at any time modify or revoke our dividend policy on our Series A common stock.

        Upon the completion of the offering of the preferred stock, we will be required, under the terms of the preferred stock, to pay scheduled quarterly dividends, subject to legally available funds. For so long as the preferred stock remains outstanding, (1) we will not declare, pay or set apart funds for the payment of any dividend or other distribution with respect to any junior stock or parity stock and (2) neither we, nor any of our subsidiaries, will, subject to certain exceptions, redeem, purchase or otherwise acquire for consideration junior stock or parity stock through a sinking fund or otherwise, in each case unless we have paid or set apart funds for the payment of all accumulated and unpaid dividends with respect to the shares of preferred stock and any parity stock for all preceding dividend periods and except for the special Series B common stock dividends.

52


        The amounts available to us to pay cash dividends will be restricted by our subsidiaries' debt agreements. Under the terms of the senior credit facilities, neither BCP Crystal nor its subsidiaries may pay dividends or otherwise transfer their assets to us. However, we expect that the terms of the new senior credit facilities will permit the dividends described above. The indentures governing the senior subordinated notes and the senior discount notes also limit, but do not prohibit, the ability of BCP Crystal, Crystal LLC and their respective subsidiaries to pay dividends. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

        Under the Domination Agreement, any minority shareholder of Celanese AG who elects not to sell its shares to the Purchaser will be entitled to remain a shareholder of Celanese AG and to receive a gross guaranteed fixed annual payment on their shares (Ausgleich) of €3.27 per Celanese Share less certain corporate taxes to be paid by Celanese AG in lieu of any future dividend. See "The Transactions—Post-Tender Offer Events—Domination and Profit and Loss Transfer Agreement."

        Under Delaware law, our board of directors may declare dividends only to the extent of our "surplus" (which is defined as total assets at fair market value minus total liabilities, minimum statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years. The value of a corporation's assets can be measured in a number of ways and may not necessarily equal their book value. The value of our capital may be adjusted from time to time by our board of directors but in no event will be less than the aggregate par value of our issued stock. Our board of directors may base this determination on our financial statements, a fair valuation of our assets or another reasonable method. Our board of directors will seek to assure itself that the statutory requirements will be met before actually declaring dividends. In future periods, our board of directors may seek opinions from outside valuation firms to the effect that our solvency or assets are sufficient to allow payment of dividends, and such opinions may not be forthcoming. If we sought and were not able to obtain such an opinion, we likely would not be able to pay dividends. In addition, pursuant to the terms of our preferred stock, we are prohibited from paying a dividend on our common stock (except for the special Series B common stock dividends) unless all payments due and payable under the preferred stock have been made.

53


CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2004 (1) on an actual basis, (2) on an as adjusted basis to reflect the Transactions and the Recent Restructuring and (3) on a further adjusted basis to reflect:

        You should read the information in this table in conjunction with our financial statements and the notes to those statements appearing elsewhere in this prospectus and "Selected Historical Financial Data," "Unaudited Pro Forma Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
   As of September 30, 2004
  
 
   Actual
   As Adjusted for the
Transactions and Recent
Restructuring(1)
   As Further Adjusted
for the Concurrent Financings
  
 
   (in millions except share data)

  
Cash and cash equivalents(1)   $ 819   $ 681   $ 646  
   
 
 
 
Total debt:                    
  Senior credit facilities(2):                    
    Revolving credit facilities   $ —   $ —   $ —  
    Term loan facility     391     611     1,556  
  Floating rate term loan     350     350     —  
  Senior subordinated notes(3)     1,479     1,479     961  
  Senior discount notes     513     513     333  
  Assumed debt     367     367     367  
   
 
 
 
    Total debt     3,100     3,320     3,217  
   
 
 
 
Minority interest(4)     402     402     402  
Shareholders' equity:                    
  Preferred stock, par value $0.01 per share, aggregate liquidation preference $200 million, 5,000,000 shares authorized, actual and as adjusted; 100,000,000 shares authorized as further adjusted; no shares outstanding actual and as adjusted; 8,000,000 shares issued and outstanding as further adjusted     —     —     —  
  Common stock, par value $0.0001 per share, 5,000,000 shares authorized, actual and as adjusted, 500,000,000 shares authorized as further adjusted; 650,494 shares issued and outstanding, actual and as adjusted, 58,937,909 shares of Series A common stock and 99,737,362 shares of Series B common stock issued and outstanding as further adjusted     —     —     —  
  Additional paid-in capital     143     143     322  
  Accumulated deficit     (196 )   (196 )   (371 )
  Accumulated other comprehensive earnings (loss)     —     —     —  
   
 
 
 
Total shareholders' equity (deficit)     (53 )   (53 )   (49 )
   
 
 
 
Total capitalization   $ 3,449   $ 3,669   $ 3,570  
   
 
 
 

54

(1)
Represents cash available to purchase remaining outstanding Celanese Shares, including any options on Celanese Shares that are exercised, to repay additional existing indebtedness, to pay interest on the notes and to make loans to Celanese and its subsidiaries for working capital and general corporate purposes. Prior to the consummation of the offering, we expect to receive $13 million from the sale of shares to management and we expect to pay (1) a $10 million monitoring fee for 2005, (2) an initial deferred compensation payment of $29 million, and (3) $8 million of retention and other executive bonuses. These amounts are not reflected as adjustments to cash and cash equivalents. See "Certain Relationships and Related Party Transactions—New Arrangements—Transaction and Monitoring Fee Agreement/Sponsor Services Agreement" and "Management—Stock Incentive Plan", "—Deferred Compensation Plan" and "—Bonus".

(2)
The revolving credit facilities provide for borrowings of up to $608 million. As of December 29, 2004, no amounts have been borrowed and $402 million was available for borrowings under the revolving credit facilities (taking into account letters of credit issued under the revolving credit facilities). On an as adjusted basis for the offering, represents $830 million of available borrowings under our new senior credit facility of which no amounts are planned to be drawn in connection with the offering (this amount excludes delayed draw portion of the new senior credit facilities of approximately $442 million that we expect to borrow following the closing of this offering to fund the Acetex and Vinamul Polymers acquisitions).

(3)
Includes the U.S. dollar equivalent of the euro-denominated notes and, on an actual and as adjusted basis, $6 million premium on the $225 million aggregate principal amount of the notes issued July 1, 2004, and on a further adjusted basis, $4 million premium on the remaining notes after the use of proceeds from the offering as $2 million of the premium will be written-off on a further adjusted basis.

(4)
As of September 30, 2004, we owned approximately 84% of the Celanese Shares then outstanding. While we intend to acquire the remaining outstanding shares, there is no assurance that we will be able to do so. If we acquire more shares, our consolidated balance sheet will reflect lower cash and minority interests and our statements of operations will reflect lower minority interest expense for the percentage of the Celanese Shares that we acquire. For purposes of this pro forma financial information, we have assumed that we acquire only approximately 84% of the outstanding Celanese Shares. See "Unaudited Pro Forma Financial Information."

55


DILUTION

        Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in the offering of shares of our Series A common stock will exceed the net tangible book value per share of common stock after the offering. The net tangible book value per share presented below is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities as of September 30, 2004, divided by the number of shares of our common stock that would have been held by the Original Stockholders had (1) the 153.325569 for one common stock split we expect to effect prior to the consummation of this offering been made and (2) the stock dividend of 7,500,000 shares of our Series A common stock that we expect to issue to the holders of our Series B common stock after the expiration of the underwriters' over-allotment option, assuming no exercise of that option, been made as of September 30, 2004. As of September 30, 2004, we had a net tangible book deficit of $987 million, or ($9.20) per share on the basis described above. On a pro forma basis, after giving effect to:

        Our pro forma net tangible book value as of September 30, 2004 would have been a deficit of $1,195 million (excluding $200 million of preferred stock and including $13 million proceeds from the issuance of 1,437,909 shares to certain of our executive officers, key employees and directors), or ($7.53) per share of common stock. This represents an immediate increase in net tangible book value per share of common stock of $1.67 per share to the Original Stockholders and an immediate dilution in net tangible book value of $27.53 per share to new investors.

        The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share of Series A common stock         $ 20.00  
Net tangible book deficit per share at September 30, 2004   $ (9.20 )      
Increase in net tangible book value per share attributable to new investors in our common stock     1.67        
   
       
Pro forma net tangible book deficit per share after the offering           (7.53 )
         
 
Dilution per share to new investors in the Series A common stock         $ 27.53  
         
 

        We will reduce the number of shares of Series A common stock that we will issue to the holders of our Series B common stock in the stock dividend described in clause (2) above by the number of shares sold to the underwriters pursuant to their option to purchase additional shares of Series A common stock. We will also pay the holders of our Series B common stock a cash dividend equal to all net proceeds we receive from any such sale to the underwriters. As a result, our pro forma net tangible book value will not be affected by the underwriters' exercise of their over-allotment option in respect of the Series A common stock.

56

        The following table summarizes, on the same pro forma basis as of September 30, 2004, the total number of shares of common stock purchased from us (including shares that will be issued to the Original Stockholders immediately prior to the consummation of the offering and the stock dividend described in clause (2) above), the total consideration paid to us and the average price per share paid by Original Stockholders and by new investors purchasing shares in this offering:

 
   Shares Purchased
   Total Consideration
    
 
   Average Price
Per Share
 
   Number
   Percent
   Amount
   Percent
Original Stockholders(1)   107,237,362   67 % $ 641,000,000   39 % $ 5.98
Certain Officers   1,437,909   1 %   12,941,181   1 %   9.00
New investors   50,000,000   32 %   1,000,000,000   60 %   20.00
   
 
 
 
 
  Total   158,675,271   100 % $ 1,653,941,181   100 % $ 10.42
   
 
 
 
 
(1)
Total consideration and average price per share paid by the Original Stockholders do not give effect to the $500 million distribution made to the Original Stockholders in September 2004 using proceeds from the senior discount notes offering and the $952 million dividend we intend to distribute to the Original Stockholders in connection with the Concurrent Financings. If the table were adjusted to give effect to these payments, the Original Stockholders' total consideration for its shares would be $(811) million, with an average share price of $(7.57) which means that the Original Stockholders, in the aggregate, will have received $811 million more than they originally invested.

57


UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited pro forma financial information is based on the audited and unaudited consolidated financial statements and other unaudited financial information of Celanese and us appearing elsewhere in this prospectus as adjusted to illustrate the estimated pro forma effects of the Transactions and the Recent Restructuring (including the preliminary application of purchase accounting) and the Concurrent Financings. We are a recently-formed company which does not have, apart from financing the Transactions and the Concurrent Financings, any independent external operations other than through the indirect ownership of the Celanese businesses. As of September 30, 2004, we indirectly owned approximately 84% of the Celanese Shares then outstanding. While we intend to acquire the remaining outstanding shares, there is no assurance that we will be able to do so. If we do acquire more shares, our balance sheet will reflect lower cash and minority interests and our statements of operations will reflect lower minority interest expense for the percentage of Celanese Shares that we acquire. For purposes of this unaudited pro forma financial information, we have assumed that we acquire only approximately 84% of the Celanese Shares outstanding as of September 30, 2004. See note (h) to the pro forma balance sheet. The unaudited pro forma financial information should be read in conjunction with the consolidated financial statements of Celanese and of the Issuer and other financial information appearing elsewhere in this prospectus, including "Basis of Presentation," "The Transactions," "The Recent Restructuring," "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        The unaudited pro forma balance sheet gives effect to the Recent Restructuring and the Concurrent Financings as if they had occurred on September 30, 2004. The unaudited pro forma statements of operations data give effect to the Transactions, the Recent Restructuring and the Concurrent Financings, as if they had occurred on January 1, 2003.

        The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. However, as of the date of this prospectus, we have not completed the valuation studies necessary to finalize the fair values of the assets acquired and the liabilities assumed and the related allocation of purchase price, nor have we identified all of the adjustments that may be necessary to conform Celanese's historical accounting policies to ours.

        The unaudited pro forma financial information does not reflect any adjustments for the recently announced restructuring of our acetate filament business or the pending acquisitions of Acetex or Vinamul Polymers. See "Recent Developments."

        The unaudited pro forma statements of operations data do not reflect certain one-time charges that we recorded or will record following the closing of the Transactions and the Concurrent Financings. These one-time charges include (1) an approximately $50 million non-cash charge for the manufacturing profit added to inventory under purchase accounting, (2) the $71 million of one-time costs related to the replacement of a portion of the Original Financing which was charged to expense in the six months ended September 30, 2004, (3) $18 million write-off of deferred financing fees and $21 million of prepayment premium associated with the July 2004 redemption of our mandatorily redeemable preferred stock described in "The Transactions" section above, (4) $62 million write-off of deferred financing fees, net of $2 million of premium, and $73 million of prepayment premium associated with the redemption of a portion of our senior discount notes and senior subordinated notes, repayment of our existing floating rate term loan and senior credit facilities with a portion of the proceeds of the Concurrent Financings and (5) $35 million one-time charge related to the termination of the monitoring services by the Advisor.

        The unaudited pro forma financial information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had the Transactions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations or financial position.

58


UNAUDITED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 2004

 
   Historical
   Transactions
and Recent
Restructuring
Adjustments
   Concurrent
Financings
Adjustments
   Pro Forma(h)
  
 
   (In millions)

  
Assets                          
Cash and cash equivalents   $ 819   $ (138 )(a) $ (35 )(c) $ 646  
Trade receivables, net—third party and affiliates     826     —     —     826  
Other receivables     575     —     —     575  
Inventories     565     —     —     565  
Deferred income taxes     67     —     —     67  
Other assets     20     —     (5 )(c)   15  
Assets of discontinued operations     5     —     —     5  
   
 
 
 
 
Total current assets     2,877     (138 )   (40 )   2,699  

Investments
 
 
555
 
 
—
 
 
—
 
 
555
 
Property, plant and equipment, net     1,948     —     —     1,948  
Deferred income taxes     72     17   (b)   —     89  
Other assets     680     (6 )(b)   (59 )(d)   615  
Intangible assets, net     934     25   (b)   —     959  
   
 
 
 
 
Total assets   $ 7,066   $ (102 ) $ (99 ) $ 6,865  
   
 
 
 
 

Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings and current installments of long-term debt—third party and affiliates   $ 127   $ 2   (a) $ 10   (e) $ 139  
Trade payables—third party and affiliates     583     —     —     583  
Other current liabilities     798     —     —     798  
Deferred income taxes     21     —     —     21  
Income taxes payable     201     —     —     201  
Liabilities of discontinued operations     12     —     —     12  
   
 
 
 
 
Total current liabilities     1,742     2     10     1,754  

Long-term debt
 
 
981
 
 
218
  (a)
 
585
  (e)
 
1,784
 
Senior subordinated notes     1,479     —     (518 )(f)   961  
Senior discount notes     513     —     (180 )(f)   333  
Deferred income taxes     244     —     —     244  
Benefit obligations     1,280     (322 )(a)(b)   —     958  
Other liabilities     478     —     —     478  
   
 
 
 
 
Total liabilities     6,717     (102 )   (103 )   6,512  
Minority interests     402     —     —     402  
Commitment and contingencies (i)     —     —     —     —  
Total shareholders' equity (deficit)     (53 )   —     4   (g)   (49 )
   
 
 
 
 
Total liabilities and shareholders' equity (deficit)   $ 7,066   $ (102 ) $ (99 ) $ 6,865  
   
 
 
 
 

See accompanying notes to unaudited pro forma balance sheet.

59


NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

Transactions and Recent Restructuring Adjustments

(a)
Adjustments to cash consist of the following

 
   (in millions)
  
Additional term loan borrowing(1)   $ 220  
Additional pension contribution(2)     (358 )
   
 
    $ (138 )
   
 
(1)
Represents additional borrowing (including $2 million reflected in current) under the term loan facility designated to finance pension contributions and repay Celanese debt. As of September 30, 2004, we had $611 million of term loan availability, including the U.S. dollar equivalent of €125 million and had drawn $391 million.

(2)
As of September 30, 2004, Celanese had contributed $105 million and held an additional $54 million in cash for future contributions to a trust out of the total $463 million expected to be contributed to Celanese pension plans in connection with the acquisition of the Celanese shares. In October 2004, Celanese contributed approximately $300 million to its U.S. pension plans.

(b)
The valuation of assets acquired and liabilities assumed in an acquisition of less than 100% of the outstanding shares of the acquired business is based on a pro rata allocation of the fair values of the assets acquired and liabilities assumed and the historical carrying amounts of the assets acquired and liabilities assumed of the acquired entity. For purposes of preparing the pro forma financial information, we have prepared preliminary ranges of value and estimated useful lives for property, plant and equipment and intangible assets on a consolidated basis. However, we have not yet been able to finalize the inputs and assumptions used at an individual legal entity basis, and therefore amounts have not been included below for CAC. We expect to finalize the allocation in the fourth quarter of 2004 at which time property, plant and equipment and intangible assets for CAC will be adjusted with a corresponding adjustment to goodwill. This adjustment reflects the remaining approximate 16% adjustment to the fair value of the assets and liabilities of CAC as a result of the Recent Restructuring that occurred on October 5, 2004, as follows:

 
   (in millions)
  
Increase in employee benefits and other liabilities   $ (36 )
Increase in deferred tax assets     17  
Decrease in other assets     (6 )
Increase in excess of purchase price over current book value of net assets     25  
   
 
    $ —  
   
 

We are in the process of finalizing the accounting for the transfer of CAC net assets including the allocation of historical goodwill between CAC and Celanese AG, which will be done on a relative fair value basis. Accordingly, the minority interest amount has not been finalized.

Concurrent Financings Adjustments

        

(c)
In connection with this offering, Blackstone Management Partners IV L.L.C. (the "Advisor"), an affiliate of the Sponsor has advised us that they intend to terminate the monitoring services provided to us by the Advisor under the Transaction and Monitoring Fee Agreement/Sponsor Services Agreement. We expect to pay a termination fee of $35 million, which we intend to fund

60

(d)
Reflects the write-off of $64 million of deferred financing costs associated with the debt repaid net of the capitalization of $5 million of deferred financing costs associated with our new senior credit facilities.

(e)
Reflects the borrowings of $1,556 million under our new senior credit facilities and the repayment of $611 million of our existing senior credit facilities and $350 million of our floating rate term loan.

(f)
Reflects the redemption of a portion of our senior discount notes and senior subordinated notes from the proceeds of the offering of our Series A common stock and the $2 million write-off of premium.

(g)
Reflects the changes to shareholders' equity from the proceeds from the Concurrent Financings and the dividend to the holders of our Series B common stock as follows:

 
   (in millions)
  
Gross proceeds from the offering of Series A common stock   $ 1,000  
Gross proceeds from the offering of new preferred stock(1)     200  
Estimated fees and expenses of the offering     (69 )
Dividend to the holders of our Series B common stock     (952 )
Retained earnings (deficit)(2)     (175 )
   
 
    $ 4  
   
 
(h)
The pro forma balance sheet data assumes that we acquired only approximately 84% of the Celanese shares outstanding as of September 30, 2004. The following supplemental pro forma balance sheet data provides information assuming that we acquire 100% of the Celanese Shares. As of September 30, 2004, we indirectly owned approximately 84% of the Celanese Shares outstanding on that date. In connection with the Domination Agreement, we have offered to acquire the remaining approximately 16% or approximately 8.3 million outstanding Celanese Shares at €41.92 per share, for aggregate consideration of $432 million plus interest. If we acquire

61

 
   (in millions)
  
Cash paid to acquire minority shares   $ (432 )
Increase in excess of purchase price over current book value of net assets     66  
Increase in employee benefits and other liabilities     (1 )
Reduction of minority interests     367  
   
 
    $ —  
   
 
(i)
See note 13 to the Interim Consolidated Financial Statements for a description of commitments and contingencies.

62


UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

 
   Predecessor
   Successor
    
    
    
  
 
   Transactions
and Recent
Restructuring
Adjustments
    
    
  
 
   Three Months
Ended March 31,
2004
   Six Months
Ended
September 30, 2004
   Concurrent
Financings
Adjustments
   Pro Forma
  
 
   (in millions, except per share data)

  
Statement of Operations Data:                                
Net sales   $ 1,243   $ 2,494   $ —   $ —   $ 3,737  
Cost of sales     (1,002 )   (2,063 )   86   (a)   —     (2,979 )
Selling, general and administrative expenses     (137 )   (278 )   (7) (a)   8   (e)   (414 )
Research and development expenses     (23 )   (45 )   1   (a)   —     (67 )
Special charges:                                
  Insurance recoveries associated with plumbing cases     —     1     —     —     1  
Other special charges, net     (28 )   (59 )   21   (a)   —     (66 )
Foreign exchange gain (loss)     —     (2 )   —     —     (2 )
Gain (loss) on disposition of assets     (1 )   2     —     —     1  
   
 
 
 
 
 
Operating profit     52     50     101     8     211  
Equity in net earnings of affiliates     12     35     —     —     47  
Interest expense     (6 )   (228 )   15   (b)   35   (f)   (184 )
Interest and other income, net     22     8     —     —     30  
   
 
 
 
 
 
Earnings (loss) from continuing operations before tax and minority interests     80     (135 )   116     43     104  
Income tax (provision) benefit     (25 )   (58 )   (21 )(c)   — (g)   (104 )
Minority interests     —     (2 )   (15 )(d)   —     (17 )
   
 
 
 
 
 
Earnings (loss) from continuing operations before nonrecurring charges directly attributable to the transactions(h)   $ 55   $ (195 ) $ 80   $ 43   $ (17 )
   
 
 
 
 
 
Basic and Diluted Earnings (Loss) Per Series A and Series B Common Share Data(i):                                
Earnings (loss) per share                           $ (0.11 )
                           
 
Weighted average shares:                                
  Series A                             106,537,909  
                           
 
  Series B                             99,737,362  
                           
 
  Combined                             206,275,271  
                           
 

See accompanying notes to unaudited pro forma statement of operations data.

63


UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
FOR THE YEAR ENDED DECEMBER 31, 2003

 
   Predecessor
Historical
   Transactions and
Recent
Restructurings
Adjustments
   Concurrent Financings
Adjustments
   Pro Forma
  
 
   (in millions)

  
Statement of Operations Data:                          
Net sales   $ 4,603   $ —   $ —   $ 4,603  

Cost of sales
 
 
(3,883
)
 
65
  (a)
 
—
 
 
(3,818
)
Selling, general and administrative expenses     (510 )   (22 )(a)   10   (e)   (522 )
Research and development expenses     (89 )   1   (a)   —     (88 )
Special charges:                          
  Insurance recoveries associated with plumbing cases     107     —     —     107  
  Sorbates antitrust matters     (95 )   —     —     (95 )
  Other special charges, net     (17 )   —     —     (17 )
Foreign exchange gain (loss)     (4 )   —     —     (4 )
Gain (loss) on disposition of assets     6     —     —     6  
   
 
 
 
 
Operating profit (loss)     118     44     10     172  

Equity in net earnings of affiliates
 
 
35
 
 
—
 
 
 
 
 
35
 
Interest expense     (49 )   (233 )(b)   44 (f)   (238 )
Interest and other income, net     99     —     —     99  
   
 
 
 
 
Earnings (loss) from continuing operations before tax and minority interest     203     (189 )   54     68  

Income tax (provision) benefit
 
 
(60
)
 
—
(c)
 
—
(g)
 
(60
)
Minority interests     —     (6 )(d)   —     (6 )
   
 
 
 
 
Earnings (loss) from continuing operations before nonrecurring charges directly attributable to the transactions(h)   $ 143   $ (195 ) $ 54   $ 2  
   
 
 
 
 

Basic and Diluted Earnings (Loss) Per Series A and Series B Common Share Data(i):
 
 
 
 
 
 
 
 
 
 
 
 
 

Earnings (loss) per share
 
 
 
 
 
 
 
 
 
 
$
(0.03
)
                     
 
Weighted average shares:                          
  Series A                       106,537,909  
                     
 
  Series B                       99,737,362  
                     
 
  Combined                       206,275,271  
                     
 

See accompanying notes to unaudited pro forma statement of operations data.

64


NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA

(a)
Reflects the adjustments to operating expenses as follows:

 
   Year Ended
December 31,
2003
   Nine Months
Ended
September 30, 2004
  
 
   (in millions)

  
Purchase accounting for pensions / OPEB(1)   $ 11   $ 10  
Impact of additional pension contribution(2)     37     23  
Manufacturing profit included in cost of sales(3)     —     49  
Depreciation and amortization(4)     —     —  
Investment banking fees(5)     —     18  
Stock option expense(6)     6     1  
Acquisition reserves(7)     —     3  
Advisor monitoring fee(8)     (10 )   (3 )
   
 
 
Total   $ 44   $ 101  
   
 
 

65

        These adjustments are allocated as follows:

 
   Year Ended
December 31,
2003
   Nine Months
Ended September 30,
2004
  
 
   (in millions)

  
Cost of sales   $ 65   $ 86  
Selling, general and administrative expenses     (22 )   (7 )
Research and development expenses     1     1  
Other special charges, net     —     21  
   
 
 
    $ 44   $ 101  
   
 
 
(b)
Represents pro forma interest expense resulting from our and our subsidiaries' existing capital structure using an assumed LIBOR rate of 1.59% as follows:

 
   Year Ended
December 31,
2003
   Nine Months
Ended
September 30, 2004
  
 
   (in millions)

  
Revolving credit facilities(1)   $ —   $ —  
Term loan(2)     25     19  
Floating rate term loan(3)     18     13  
Senior subordinated notes—dollar tranche(4)     118     89  
Senior subordinated notes—euro tranche(5)     26     20  
Assumed debt(6)     19     17  
Commitment and facility fees(7)     9     6  
   
 
 
Total cash interest expense     215     164  
Senior discount notes(8)     55     45  
Amortization of capitalized debt issuance costs(9)     13     10  
Amortization of premium on notes(10)     (1 )   —  
   
 
 
Total pro forma interest expense     282     219  
Less historical interest expense     (49 )   (234 )
   
 
 
Net adjustment to interest expense   $ 233   $ (15 )
   
 
 

66

        A 1/8% change in interest rates would have the following effect on pro forma interest expense:

 
   Year Ended December 31, 2003
   Nine Months Ended September 30, 2004
 
   (in millions)
Term loan   $ 0.8   $ 0.6
Floating rate term loan     0.4     0.3
   
 
Total   $ 1.2   $ 0.9
   
 
(c)
Reflects the tax effect of the pro forma adjustments calculated at a 40% statutory rate on non-U.S. items. The U.S. portion of the pro forma adjustments (including interest expense) does not reflect any tax effects as a result of a 100% valuation allowance on the net U.S. deferred tax assets. See note 15 to the Interim Consolidated Financial Statements.

(d)
Reflects minority interest in the earnings of Celanese assuming we do not acquire more than the approximately 84% of the Celanese Shares outstanding as of September 30, 2004 that we already own. If we do acquire more shares, minority interest expense will be lower for the percentage of Celanese Shares that we acquire. See note (h) to the pro forma balance sheet.

Concurrent Financings Adjustments

(e)
Reflects the impact of the termination of monitoring services (see note (c) to the Unaudited Pro forma Balance Sheet).

(f)
Reflects the reduction in interest expense as a result of the repayment of our existing senior credit facilities and the floating rate term loan and the redemption of a portion of the senior

67

 
   Year Ended
December 31,
2003
   Nine Months
Ended
September 30, 2004
  
 
   (in millions)

  
New revolving credit facilities(1)   $ —   $ —  
New term loan(2)     79     59  
Senior subordinated notes—dollar tranche(3)     77     58  
Senior subordinated notes—euro tranche(4)     17     13  
Assumed debt(5)     19     17  
Commitment and facility fees(6)     9     7  
   
 
 
Total cash interest expense     201     154  
Senior discount notes(7)     34     28  
Amortization of capitalized debt issuance costs(8)     3     2  
Amortization of premium on notes(9)     —     —  
   
 
 
Total pro forma interest expense     238     184  
Less pro forma interest expense for the Transactions (note (b))     (282 )   (219 )
   
 
 
Net adjustment to interest expense   $ (44 ) $ (35 )
   
 
 

68

        A 1/8% change in interest rates would have the following effect on pro forma interest expense:

 
   Year Ended December 31, 2003
   Nine Months Ended September 30, 2004
 
   (in millions)
Term Loan   $ 1.9   $ 1.4
   
 
(g)
Reflects the tax effect of the pro forma adjustments calculated at a 40% statutory rate on non-U.S. items. The U.S. portion of the pro forma adjustments (including interest expense) does not reflect any tax effects as a result of a 100% valuation allowance on the net U.S. deferred tax assets. See note 15 to the Interim Consolidated Financial Statements.

(h)
The pro forma statement of operations data does not reflect (1) a $49 million ($29 million after tax) one-time non-cash charge to cost of sales that was incurred as the inventory (to which capitalized manufacturing profit was added under purchase accounting) was sold in the first quarter after closing of the Transactions, (2) the $71 million accelerated write-off of the deferred financing costs associated with the senior subordinated bridge loan facilities repaid with the proceeds from the senior subordinated notes, (3) the $21 million of redemption premium and $18 million write-off of deferred financing costs associated with the repayment of the mandatorily redeemable preferred stock, (4) $73 million of redemption premium, and $62 million accelerated write-off of deferred financing fees, net of $2 million of premium, associated with the senior discount notes and senior subordinated notes redeemed with the proceeds of the offering of our Series A common stock, the repayment of our floating rate term loan and the existing senior credit facilities, and (5) $5 million write-off of prepaid expense and a $35 million one-time charge to terminate the monitoring services of the Advisor.
(i)
Pro forma basic earnings (loss) per common share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Earnings (loss) available to common stockholders is computed by deducting preferred stock dividends from net earnings (loss). Pro forma diluted earnings per common share is computed by dividing earnings (loss) available to common stockholders by the sum of weighted average common shares outstanding plus dilutive common shares for the period. As both series of our common stock will share equally in future undistributed earnings and losses, we report only combined earnings (loss) per share.

69

 
   Pro forma Year Ended
December 31, 2003
   Pro forma Nine
Months Ended
Sept 30, 2004
  
 
   (In millions, except share and per share amounts)

  
Earnings (loss) from continuing operations   $ 2   $ (17 )
Less: Preferred dividends assuming a 4% dividend rate     (8 )   (6 )
   
 
 
Earnings (loss) from continuing operations allocable to common stockholders   $ (6 ) $ (23 )
   
 
 

Basic and diluted net earnings (loss) per Series A and Series B common share(1)
 
$
(0.03
)
$
(0.11
)
   
 
 

Basic and diluted weighted average common shares outstanding(2)
 
 
 
 
 
 
 
  Series A     106,537,909     106,537,909  
   
 
 
  Series B     99,737,362     99,737,362  
   
 
 
  Combined     206,275,271     206,275,271  
   
 
 

Antidilutive shares(3)
 
 
 
 
 
 
 
  Series A employee stock options     12,311,718     12,311,718  
   
 
 
  Preferred stock     8,333,333     8,333,333  
   
 
 

Shares outstanding   650,494
Stock split   153.325569
   
Series B common shares   99,737,362
   
Shares issued in the offering of Series A common stock   50,000,000
Shares issued to certain executive officers, key employees
and directors		   1,437,909
Additional shares in connection with the underwriters' over-allotment option   7,500,000
   
Series A common shares   58,937,909
Shares required to generate proceeds to replace capital being withdrawn (at an assumed offering price of $20.00)   47,600,000
   
Total Series A shares for earnings (loss) per share   106,537,909
   
Total Series A and Series B for earnings (loss) per share   206,275,271
   

70


SELECTED HISTORICAL FINANCIAL DATA

        The balance sheet data shown below for 2002 and 2003, and the statements of operations and cash flow data for 2001, 2002 and 2003, all of which are set forth below, are derived from the Celanese Consolidated Financial Statements included elsewhere in this prospectus and should be read in conjunction with those financial statements and the notes thereto. The statement of operations data for 1999 and 2000 and the balance sheet data for 1999 through 2001, all of which are set forth below, are unaudited and have been derived from, and translated into U.S. Dollars based on, Celanese's historical euro audited financial statements and the underlying accounting records.

        The summary historical financial data for the three months ended March 31, 2004 and the nine months ended September 30, 2003 have been derived from the unaudited consolidated financial statements of Celanese, which have been prepared on a basis consistent with the audited consolidated financial statements of Celanese as of and for the year ended December 31, 2003. The summary historical financial data as of and for the six months ended September 30, 2004 have been derived from our unaudited consolidated financial information. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. The unaudited consolidated financial statements as of September 30, 2004 and for the three months ended March 31, 2004, the six months ended September 30, 2004 and for the nine months ended September 30, 2003 is included elsewhere in this prospectus. This prospectus presents the financial information relating to Celanese under the caption "Predecessor" and the information relating to the Issuer under the caption "Successor."

        As of the date of this prospectus, the Purchaser, an indirect wholly owned subsidiary of the Issuer, owns approximately 84% of the outstanding Celanese Shares. The Issuer is a recently formed company which, apart from the financing of the Transactions, does not have any independent external operations other than through the indirect ownership of the Celanese businesses. Accordingly, financial and other information of Celanese is presented in this prospectus for periods through March 31, 2004 and our financial and other information is presented as of and for the six months ended September 30, 2004.

71

 
   Predecessor
   Successor
  
 
   Year Ended December 31,
   Nine Months Ended September 30, 2003
    
   Six Months Ended September 30, 2004
  
 
   Three Months Ended March 31, 2004
  
 
   1999(1)
   2000
   2001
   2002
   2003
  
 
   (unaudited)

    
    
    
   (unaudited)

   (unaudited)

   (unaudited)

  
 
   (in millions, except for share and per share data)

  
Statement of Operations Data:                                                  
Net sales   $ 3,957   $ 4,120   $ 3,970   $ 3,836   $ 4,603   $ 3,448   $ 1,243   $ 2,494  
Cost of sales     (3,276 )   (3,403 )   (3,409 )   (3,171 )   (3,883 )   (2,881 )   (1,002 )   (2,063 )
Selling, general and administrative expenses     (579 )   (497 )   (489 )   (446 )   (510 )   (384 )   (137 )   (278 )
Research and development expenses     (68 )   (75 )   (74 )   (65 )   (89 )   (66 )   (23 )   (45 )
Special charges(2):                                                  
  Insurance recoveries associated with plumbing cases     (140 )   18     28     —     107     106     —     1  
  Sorbates antitrust matters     (79 )   —     —     —     (95 )   (95 )   —     —  
  Restructuring, impairment and other special charges, net     (353 )   (36 )   (444 )   5     (17 )   (2 )   (28 )   (59 )
Foreign exchange gain (loss)     (13 )   5     1     3     (4 )   (3 )   —     (2 )
Gain (loss) on disposition of assets     3     1     —     11     6     5     (1 )   2  
   
 
 
 
 
 
 
 
 
Operating profit (loss)     (548 )   133     (417 )   173     118     128     52     50  
Equity in net earnings of affiliates     7     18     12     21     35     29     12     35  
Interest expense     (115 )   (68 )   (72 )   (55 )   (49 )   (36 )   (6 )   (228 )
Interest and other income (expense), net(3)     9     102     58     45     99     85     22     8  
Income tax benefit (provision)     95     (100 )   106     (61 )   (60 )   (68 )   (25 )   (58 )
Minority interests     7     —     —     —     —     —     —     (2 )
   
 
 
 
 
 
 
 
 
Earnings (loss) from continuing operations     (545 )   85     (313 )   123     143     138     55     (195 )
Earnings (loss) from discontinued operations     321     1     (52 )   27     6     (7 )   23     (1 )
Cumulative effect of changes in accounting principles, net of income tax     —     —     —     18     (1 )   (1 )   —     —  
   
 
 
 
 
 
 
 
 
Net earnings (loss)   $ (224 ) $ 86   $ (365 ) $ 168   $ 148   $ 130   $ 78   $ (196 )
   
 
 
 
 
 
 
 
 
Earnings per share(4)                                                  
Earnings (loss) per common share—basic and diluted:                                                  
  Continuing operations                                             $ (1.96 )
                                             
 
  Discontinued operations                                             $ (0.01 )
                                             
 
  Net earnings (loss)                                             $ (1.97 )
                                             
 
Weighted average shares—basic and diluted                                               99,737,362  
                                             
 

72

 
   Predecessor
    
  
 
   Successor
  
 
   Year Ended December 31,
    
    
  
 
   Nine Months Ended
September 30, 2003
   Three Months Ended March 31, 2004
   Six Months Ended
September 30, 2004
  
 
   1999(1)
   2000
   2001
   2002
   2003
  
 
   (unaudited)

    
    
    
   (unaudited)

   (unaudited)

   (unaudited)

  
 
   (in millions, except for share and per share data)

  
Other Financial Data:                                                  
EBITDA (unaudited)(5)     N/A     N/A   $ (42 ) $ 468   $ 502   $ 420   $ 153   $ 226  
Unusual items included in EBITDA (unaudited)(6)     N/A     N/A     440     16     113     32     37     117  
Other non-cash charges (income) included in EBITDA (unaudited)(7)     N/A     N/A     21     97     24     17     13     37  
Depreciation and amortization     306     308     326     247     294     213     72     150  
Capital expenditures     254     185     191     203     211     133     44     106  
Dividends paid per share(8)     —   $ 0.10   $ 0.35     —   $ 0.48     —     —     —  

Statement of Cash Flows Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) continuing operations:                                                  
Operating activities     N/A     N/A   $ 462   $ 363   $ 401   $ 231   $ (107 ) $ 109  
Investing activities     N/A     N/A     (105 )   (139 )   (275 )   (178 )   96     (1,724 )
Financing activities     N/A     N/A     (337 )   (150 )   (108 )   (135 )   (43 )   2,448  

Balance Sheet Data (at the end of period) (1999, 2000, and 2001 unaudited):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trade working capital(9)   $ N/A   $ N/A   $ 499   $ 599   $ 641         $ 715   $ 808  
Total assets     7,821     7,138     6,232     6,417     6,814           6,613     7,066  
Total debt     952     1,084     775     644     637           587     3,100  
Mandatorily redeemable preferred stock(10)     —     —     —     —     —     —     —     —  
Shareholders' equity     2,875     2,671     1,954     2,096     2,582           2,622     (53 )
(1)
The consolidated financial statements of Celanese for the period prior to the effective date of the demerger from Hoechst assume that Celanese had existed as a separate legal entity with four business segments, Chemical Products, Acetate Products, Technical Polymers Ticona and Performance Products, as well as the other businesses and activities of Hoechst transferred to Celanese in the demerger. The financial results of Celanese in 1999 prior to the effective date of the demerger have been carved out from the consolidated financial statements of Hoechst using the historical results of operations and assets and liabilities of these businesses and activities and reflect the accounting policies adopted by Hoechst in the preparation of its financial statements and thus do not necessarily reflect the accounting policies which Celanese might have adopted had it been an independent company during that period.

(2)
Special charges include impairment charges, provisions for restructuring, which include costs associated with employee termination benefits and plant and office closures certain insurance recoveries, and other expenses and income incurred outside the normal course of ongoing operations. See note 25 to the Celanese Consolidated Financial Statements and note 14 to the Interim Consolidated Financial Statements.

(3)
Interest and other income, net, includes interest income, dividends from cost basis investments and other non-operating income (expense).

(4)
Earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average shares outstanding after giving effect to the 153.325569 for one stock split. Net earnings (loss) per share is not applicable for the historical Predecessor periods as there were no shares outstanding during those periods.

(5)
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. Our management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. See "Special Note Regarding Non-GAAP Financial Measures." EBITDA is not a recognized term under 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 EBITDA may not be comparable to other similarly titled measures of other companies.

73

 
   Predecessor
    
  
 
    
    
    
    
   Three Months Ended March 31, 2004
   Successor
  
 
   Year Ended December 31,
   Nine Months Ended September 30, 2003
  
 
   Six Months
Ended September 30,
2004
  
 
   2001
   2002
   2003
  
 
   (in millions)

  
Net earnings (loss)   $ (365 ) $ 168   $ 148   $ 130   $ 78   $ (196 )
Earnings (loss) from discontinued operations     52     (27 )   (6 )   7     (23 )   1  
Cumulative effect of changes in accounting principles     —     (18 )   1     1     —     —  
Interest expense     72     55     49     36     6     228  
Interest income     (21 )   (18 )   (44 )   (35 )   (5 )   (15 )
Income tax (benefit) provision     (106 )   61     60     68     25     58  
Depreciation and amortization     326     247     294     213     72     150  
   
 
 
 
 
 
 
EBITDA   $ (42 ) $ 468   $ 502   $ 420   $ 153   $ 226  
   
 
 
 
 
 
 
(6)
EBITDA, as defined above, was (increased) reduced by the following unusual items, each of which is further discussed below (unaudited):

 
   Predecessor
    
 
    
    
    
    
   Three Months Ended March 31, 2004
   Successor
 
   Year Ended December 31,
   Nine Months Ended September 30, 2003
 
   Six Months
Ended September 30,
2004
 
   2001
   2002
   2003
 
   (in millions)
Stock appreciation rights (income) expense(a)   $ 10   $ 3   $ 59   $ 41   $ —   $ 1
Special charges(b)     416     (5 )   5     (9 )   28     58
Other restructuring charges(c)     —     —     26     8     10     13
Other (income) expenses(d)     9     12     5     (17 )   (3 )   31
Other unusual items(e)     5     6     18     9     2     14
   
 
 
 
 
 
    $ 440   $ 16   $ 113   $ 32   $ 37   $ 117
   
 
 
 
 
 

74

(7)
EBITDA, as defined above, was also (increased) reduced by the following other non-cash items, each of which is further discussed below (unaudited):


 
   Predecessor
   Successor
  
 
   Year Ended December 31,
   Nine Months
Ended
September 30,
2003
   Three Months
Ended
March 31,
2004
   Six Months
Ended
September 30,
2004
  
 
   2001
   2002
   2003
  
 
   (in millions)

  
Amortization included in pension and OPEB expense(a)   $ 10   $ 15   $ 28   $ 19   $ 8   $ 2  
Adjustment to equity earnings(b)     11     79     (12 )   (8 )   4     (15 )
Other non-cash charges (income)(c)     —     3     8     6     1     —  
Purchase accounting for inventories(d)     —     —     —     —     —     49  
Minority interests, net of dividends(e)     —     —     —     —     —     1  
   
 
 
 
 
 
 
    $ 21   $ 97   $ 24   $ 17   $ 13   $ 37  
   
 
 
 
 
 
 
(a)
Represents the portion of pension and OPEB expense resulting from amortization of unrecognized actuarial losses, prior service costs and transition obligations. In addition, we expect Celanese's future pension expense to be reduced as a result of the pre-funding of $463 million of pension contributions in connection with the Transactions. Assuming an annual long-term rate of return on plan assets of 7.93%, annual pension expense would decrease by an additional $37 million. See "Unaudited Pro Forma Financial Information."

(b)
Represents the adjustment to reflect earnings of investments accounted for under the equity method on a cash basis.

(c)
Relates primarily to non-cash expense associated with stock option plans.

(d)
Represents the one-time charge to cost of sales resulting from purchase accounting for inventories

(e)
Represents minority interest expense relating to the approximately 16% of the Celanese Shares outstanding at September 30, 2004 that we did not own, net of actual dividends paid during the period. See note (7).

(8)
In the six months ended September 30, 2004, Celanese declared and paid a dividend of €0.12 ($0.14) per share for the year ended December 31, 2003. See "The Transactions" for information on future dividends that may be required under German law to be paid by Celanese to its minority shareholders.

(9)
Trade working capital is defined as trade accounts receivable from third parties and affiliates net of allowance for doubtful accounts, plus inventories, less trade accounts payable to third parties and affiliates. Trade working capital is calculated in the table below (unaudited):

 
   Predecessor
   Successor
  
 
   December 31,
    
    
  
 
   March 31,
2004
   September 30,
2004
  
 
   2001
   2002
   2003
  
 
   (in millions)

  
Trade receivables, net   $ 536   $ 666   $ 722   $ 798   $ 826  
Inventories     483     505     509     516     565  
Trade payables     (520 )   (572 )   (590 )   (599 )   (583 )
   
 
 
 
 
 
    $ 499   $ 599   $ 641   $ 715   $ 808  
   
 
 
 
 
 
(10)
Our mandatorily redeemable preferred stock was repaid with the proceeds of the offering of the senior subordinated notes that occurred on July 1, 2004.

75


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following discussion and analysis of financial condition and results of operations covers periods prior and subsequent to the Transactions. Accordingly, except for the effect of the pro forma adjustments or unless otherwise noted, the discussion and analysis of historical periods do not reflect the significant impact that the Transactions have had and will have on the Issuer, including increased leverage and liquidity requirements. In addition, the statements in the discussion and analysis regarding industry outlook, expectations regarding the performance of Celanese's business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Risk Factors." Actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled "Risk Factors," "Unaudited Pro Forma Financial Information," "Selected Historical Financial Data" and the Celanese Consolidated Financial Statements and the Interim Consolidated Financial Statements and the notes thereto which were prepared in accordance with U.S. GAAP.

        The results as of September 30, 2004 and for the nine months ended September 30, 2003 and the three months ended March 31, 2004 and the six months ended September 30, 2004 have not been audited and 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. The unaudited pro forma results of operations for the nine months ended September 30, 2004 give effect to the Transactions, the Recent Restructuring and the Concurrent Financings (collectively the "pro forma adjustments"), as if they had occurred on January 1, 2003. The unaudited pro forma results of operations should be read in conjunction with "Unaudited Pro Forma Financial Information" appearing elsewhere in this prospectus.

Basis of Presentation

        On April 6, 2004, pursuant to the Tender Offer, the Purchaser, an indirect wholly owned subsidiary of the Issuer, acquired approximately 84% of the Celanese Shares then outstanding. The ordinary shares were acquired at a price of €32.50 per share or an aggregate purchase price of $1,693 million, including direct acquisition costs of approximately $69 million.

        In addition, as part of the Tender Offer, the Purchaser agreed to refinance certain existing debt of Celanese, pre-fund pension obligations of Celanese, pre-fund certain contingencies and certain obligations linked to the value of the Celanese Shares, such as the payment of fair cash compensation under the Domination Agreement for the remaining outstanding shares of Celanese and payment obligations related to outstanding stock appreciation rights, stock options and interest payments, provide additional funds for working capital and other general corporate purposes, and pay related fees and expenses.

        The funds used in connection with the Transactions were provided by equity investments from the Original Stockholders; term loans of approximately $608 million ($611 million at September 30, 2004 exchange rates) and senior subordinated bridge loan facilities of $1,565 million. The senior subordinated bridge loan facilities have since been refinanced by the senior subordinated notes and the floating rate term loan. As a result of the financing, our interest expense currently is, and will continue to be, higher than it was prior to the Transactions.

        We accounted for the acquisition of Celanese using the purchase method of accounting and, accordingly, the acquisition of Celanese resulted in a new basis of accounting. The purchase price was preliminarily allocated based on current estimates of the fair value of the underlying assets acquired and liabilities assumed and we expect to make further adjustments to the preliminary allocations in the fourth quarter of 2004. The assets acquired and liabilities assumed are reflected at fair value for the approximately 84% portion acquired and at historical basis for the remaining approximate 16%. The

76


excess of the total purchase price over the estimated fair value of the net assets acquired at closing has been allocated to goodwill, and this indefinite lived asset is subject to annual impairment review. Goodwill in the transaction, based on the preliminary allocation of the purchase price, totaled $528 million. (see note 3 in the Interim Consolidated Financial Statements).

        In conjunction with the acquisition, we began formulating a plan to exit or restructure certain activities. We have not completed this analysis, but have recorded initial liabilities as of September 30, 2004 of $17 million, primarily for employee severance and related costs in connection with a preliminary plan as well as approving the continuation of all existing Celanese restructuring and exit plans. As we finalize our plans to exit or restructure activities, we may record additional liabilities for, among other things, severance and severance related costs, which would also increase the goodwill recorded.

        Successor—Represents the Issuer's unaudited consolidated financial position as of September 30, 2004 and its unaudited consolidated results of operations and cash flows for the six months ended September 30, 2004. These consolidated financial statements reflect the preliminary application of purchase accounting, described above, relating to the Transactions.

        Predecessor—Represents Celanese's audited consolidated financial position as of December 31, 2003 and 2002, and the consolidated results of its operations and cash flows for each of the years in the three-year period ended December 31, 2003 and the unaudited consolidated results of its operations and cash flows for the three months ended March 31, 2004 and the nine months ended September 30, 2003. These consolidated financial statements relate to periods prior to the Transactions and present Celanese's historical basis of accounting without the application of purchase accounting related to the acquisition of Celanese.

        In the fourth quarter of 2003, Celanese realigned its business segments to reflect a change of how Celanese manages the business and assesses performance. This change resulted from recent transactions, including divestitures and the formation of a joint venture. A new segment, Chemical Products, has been introduced and consists primarily of the former Acetyl Products and Chemical Intermediates segments. In addition, legacy pension and other postretirement benefit costs associated with previously divested Hoechst businesses are reflected as part of Other Activities. Historically, these costs were allocated to the business segments. Prior year amounts have been reclassified to conform to the current year presentation.

        Prior to the consummation of the offering, we expect to receive $13 million from the sale of shares to certain of our executive officers, key employees and directors and we expect to pay (1) a $10 million monitoring fee for 2005, (2) a $35 million fee for the termination of the monitoring services, (3) an initial deferred compensation payment of $29 million, and (4) $8 million of retention and other executive bonuses. See "Certain Relationships and Related Party Transactions—New Arrangements—Transaction and Monitoring Fee Agreement / Sponsor Services Agreement" and "Management—Stock Incentive Plan", "—Deferred Compensation Plan" and "—Bonus".

        In December 2004, we adopted a stock incentive plan designed to assist the company in recruiting and retaining key employees, directors or consultants and a deferred compensation plan for certain of our executive officers and key employees. See "Management—Stock Incentive Plan" and "Management—Deferred Compensation Plan." Under the Stock Incentive Plan, we expect to grant options with the exercise price equal to the initial public offering price of the Series A common stock. We expect certain of our executive officers, key employees and directors to purchase Series A common

77


stock at the offering price of the Series A common stock. In addition, we expect to sell shares of our Series A common stock for a price below the initial public offering price of the Series A common stock under our Stock Incentive Plan. In connection with such issuance, we expect to record a compensation expense equal to the difference between the issue price and the initial public offering price times the number of shares issued below the initial public offering price, in the aggregate amount of approximately $16 million.

        The aggregate maximum amount payable under the deferred compensation plan is $243 million. The initial component of the deferred compensation plan totaling an aggregate of approximately $29 million vested in the fourth quarter of 2004 and will be paid in the first quarter of 2005. The remaining aggregate maximum amount payable of $214 million is subject to downward adjustment if the price of our Series A common stock falls below the initial public offering price and vests subject to both (1) continued employment or the achievement of certain performance criteria and (2) the disposition by the Sponsor of at least 90% of its equity interest in us with at least a 25% cash internal rate of return on their equity interest. See "Management—Deferred Compensation Plan."

        We expect to record a charge in the fourth quarter of 2004 for the first $29 million of the deferred compensation plan. We have not recorded any liabilities or accrued any expenses related to the remaining unvested portion of this deferred compensation amount. Instead, a one-time charge will be taken at the time both vesting criteria are met. We may pay less than the aggregate maximum amount if our share price falls below the initial public offering price and if the participants in the deferred compensation plan do not remain employed when vesting conditions are met.

Major Events In 2004

        During the second quarter of 2004, Celanese changed its inventory valuation method of accounting for its U.S. subsidiaries from last-in first-out ("LIFO") to first-in first-out ("FIFO"). This change will more closely represent the physical flow of goods resulting in ending inventory which will better represent the current cost of the inventory and the costs in income will more closely match the flow of goods. The FIFO method is now used to determine cost for all inventories of Celanese except for stores and supplies, which are generally valued using the average cost method. Information throughout this prospectus has been restated for all periods presented to reflect this change.

        In response to greater demand for Ticona's technical polymers, Celanese announced two projects to expand manufacturing capacity. Ticona plans to increase production of polyacetal in North America by about 20%, raising total capacity to 102,000 tons per year at our Bishop, Texas, facility by the end of 2004. Fortron Industries, a joint venture of Ticona and Kureha Chemicals Industries, plans to increase the capacity of its Fortron polyphenylene sulfide plant in Wilmington, North Carolina, by 25% by the end of 2005.

        In October-November 2004, we completed an organizational restructuring. See "The Recent Restructuring."

        In October 2004, we announced plans to consolidate our acetate tow production by 2007 and to discontinue the production of acetate filament by mid-2005. The restructuring is being implemented to increase efficiency, reduce overcapacity and to focus on products and markets that provide long-term value.

        In October, 2004 we agreed to acquire Acetex Corporation, a Canadian corporation, for approximately $261 million and the assumption by us of debt owed by Acetex, valued at approximately $231 million. Acetex has two primary businesses: the Acetyls Business and the Specialty Polymers and Films Business. The Acetyls business produces acetic acid, polyvinyl alcohol and vinyl acetate monomer. The Specialty Polymers and Films Business produces specialty polymers (used in the manufacture of a variety of plastics products, including packaging and laminating products, auto parts, adhesives and medical products) as well as products for the agricultural, horticultural and construction industries. Acetex will be operated as part of our chemicals business. Closing of the acquisition is conditioned

78


upon Acetex shareholder approval, regulatory approvals and other customary conditions. We expect to finance this acquisition through borrowings under the new senior credit facilities.

        In November 2004, we announced our plans to purchase Vinamul Polymers, the North American and European emulsion polymer business of National Starch and Chemical Company ("NSC"), for $208 million, subject to regulatory approvals and other customary conditions. NSC is a subsidiary of Imperial Chemical Industries PLC ("ICI"). Emulsion polymers enhance the performance of adhesives, paints and coatings, textiles, paper, building products and other goods. The acquisition is expected to be financed through an amendment and expansion of the senior credit facilities.

        In December 2004, we approved a plan to dispose of the Cyclo-olefin Copolymer ("COC") business included within the Technical Polymers Ticona segment and our interest in Pemeas GmbH, the fuel cell joint venture included in Other Activities. As a result of this decision, we expect to record an impairment loss in the three month period ended December 31, 2004, the amount of which has not yet been determined. The operating loss for COC was $(35) million for the year ended December 31, 2003, $(9) million for the three months ended March 31, 2004 and $(18) million for the six months ended September 30, 2004. The operating loss for the fuel cell business was $(12) million for the year ended December 31, 2003, $(3) million for the three months ended March 31, 2004 and $(4) million for the six months ended September 30, 2004.

Major Events In 2003

        In 2003, Celanese took major steps to enhance the value of its businesses, invest in new production capacity in growth areas, reduce costs and increase productivity.

79

Major Events In 2002

80

Financial Highlights

 
   Predecessor
   Successor
   Pro forma
  
 
   Year Ended December 31,
   Nine Months
Ended
September 30,
2003
   Three Months
Ended
March 31,
2004
   Six Months
Ended
September 30,
2004
   Nine Months
Ended
September 30,
2004
  
 
   2001
   2002
   2003
  
 
    
    
    
   (unaudited)

   (unaudited)

  
 
   (in millions)

  
Statement of Operations Data:                                            
  Net sales   $ 3,970   $ 3,836   $ 4,603   $ 3,448   $ 1,243   $ 2,494   $ 3,737  
  Cost of sales     (3,409 )   (3,171 )   (3,883 )   (2,881 )   (1,002 )   (2,063 )   (2,979 )
  Special charges     (416 )   5     (5 )   9     (28 )   (58 )   (65 )
  Operating profit (loss)     (417 )   173     118     128     52     50     211  
  Earnings (loss) from continuing operations before tax and minority interests     (419 )   184     203     206     80     (135 )   104  
  Earnings (loss) from continuing operations     (313 )   123     143     138     55     (195 )   (19 )
  Earnings (loss) from discontinued operations     (52 )   27     6     (7 )   23     (1 )   —  
  Cumulative effect of changes in accounting principles     —     18     (1 )   (1 )   —     —     —  
  Net earnings (loss)     (365 )   168     148     130     78     (196 )   (17 )
 
   Predecessor
    
 
   Successor
 
   As of December 31,
 
   As of
September 30,
2004
 
   2001
   2002
   2003
 
   (unaudited)

    
    
   (unaudited)
 
   (in millions)
Other Balance Sheet Data:                        
  Short-term borrowings and current installments of long-term debt—third party and affiliates   $ 235   $ 204   $ 148   $ 127
  Plus: Long-term debt     540     440     489     2,973
   
 
 
 
  Total debt     775     644     637     3,100
  Less: Cash and cash equivalents     43     124     148     819
   
 
 
 
  Net debt   $ 732   $ 520   $ 489   $ 2,281
   
 
 
 
 
   Predecessor
   Successor
   Pro forma
  
 
   Year Ended December 31,
   Nine Months
Ended
September 30,
2003
   Three Months
Ended
March 31,
2004
   Six Months
Ended
September 30,
2004
   Nine Months
Ended
September 30,
2004
  
 
   2001
   2002
   2003
  
 
    
    
    
   (unaudited)

   (unaudited)

  
 
   (in millions, except percentages)

  
Other Data:                                            
  Depreciation and amortization   $ 326   $ 247   $ 294   $ 213   $ 72   $ 150   $ 222  
  Operating margin(1)     (10.5 )%   4.5 %   2.6 %   3.7 %   4.2 %   2.0 %   5.6 %
  Earnings (loss) from continuing operations before tax and minority interest as a percentage of net sales     (10.6 )%   4.8 %   4.4 %   6.0 %   6.4 %   (5.4 )%   2.8 %
(1)
Defined as operating profit (loss) divided by net sales.

81

Short period discussions on an actual basis—For the Three Months Ended March 31, 2004 and the Six Months Ended September 30, 2004

        As a result of the Transactions, our actual results of operations for the six months ended September 30, 2004 are reported on a different basis after applying the purchase method of accounting and thus are not comparable to previous periods of the Predecessor, which were based on Celanese's historical cost. The following is a discussion of the results of operations of the Predecessor for the three months ended March 31, 2004 and of the Successor for the six months ended September 30, 2004 on an actual basis.

        For the three months ended March 31, 2004, the Predecessor generated net sales of $1,243 million, with cost of sales of $1,002 million or 80.6% of net sales. Selling, general and administrative expenses were $137 million or 11.0% of net sales. Research and development expenses were $23 million or 1.9% of net sales. Special charges were $28 million, comprised primarily of expenses for advisory services related to the Tender Offer. Operating profit was $52 million or 4.2% of net sales, which included amortization of intangible assets of $2 million and depreciation of $69 million. Income tax expense was $25 million with net earnings of $78 million.

        For the six months ended September 30, 2004, the Successor generated net sales of $2,494 million, with cost of sales of $2,063 million or 82.7% of net sales. Selling, general and administrative expenses were $278 million or 11.1% of net sales. Research and development expenses were $45 million or 1.8% of net sales. Special charges were $58 million, which largely represented asset impairments for the Acetate Products' restructuring. Operating profit was $50 million or 2.0% of net sales and included amortization of intangible assets of $13 million and depreciation of $133 million. Interest expense was $228 million and income tax expense was $58 million. Net loss for the period was $196 million. Included in cost of sales for the six months ended September 30, 2004 is a $49 million non-cash charge for the manufacturing profit added to inventory under purchase accounting which was charged to cost of sales as the inventory was sold in the first quarter after closing. Included in interest expense was the accelerated amortization of $89 million of deferred financing costs resulting from the refinancing of the senior subordinated bridge loan facilities and the redemption of the mandatorily redeemable preferred stock. In addition, included in interest expense was a loss of $21 million on the early redemption of the mandatorily redeemable preferred stock.

Overview—Pro Forma Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

        All business segments experienced strong volume growth in the first nine months of 2004. The Chemical Products segment benefited from stronger overall demand and a competitor outage in Europe, while the Technical Polymers Ticona segment grew on new commercial applications and stronger demand from the automotive, electrical/electronics, household goods, and medical markets. The performance of Ticona's affiliates also reflected improved business conditions. The overall economic environment, however, remained challenging due to higher raw material and energy costs, as well as some weaker pricing in the Ticona and Performance Products segments compared to the same period last year.

        Pro forma net sales in the first nine months of 2004 rose 8% to $3,737 million compared to net sales as reported for the same period in 2003 mainly on higher volumes in all business segments and favorable currency effects, which were partially offset by changes in the composition of the Chemical Products segment and slightly lower pricing.

82


        Pro forma operating profit increased by 65% to $211 million compared to the same period last year. Pro forma operating profit benefited from volume increases and $40 million of lower expense for stock appreciation rights, which were partially offset by increased raw material and energy costs, higher special charges and slightly lower pricing. For the first nine months of 2004, pro forma operating profit included lower net periodic pension and post-retirement benefit costs resulting from the pro forma adjustments. The lower net periodic pension and post-retirement benefit costs were primarily driven by the effects of fair value adjustments associated with the pension and OPEB liabilities resulting from the application of purchase accounting and the pre-funding of pension contributions in connection with the pro forma adjustments.

        Pro forma earnings from continuing operations before tax and minority interests decreased to $104 million from earnings as reported of $206 million in the same period last year mainly due to an increase in pro forma interest expense of $148 million resulting from the higher debt levels and interest rates associated with the pro forma adjustments, which was partially offset by higher operating profit of $83 million.

        Investments in affiliates continued to perform well and contribute to profitability. Pro forma equity in net earnings of affiliates rose by 62% to $47 million in the first nine months of 2004 compared to the same period last year. Dividends from investments accounted for under the cost method increased to $38 million compared to $33 million in the same period in the prior year.

Overview—2003 Compared with 2002

        In a global business environment characterized by higher raw material and energy costs and modest growth, Celanese achieved full year 2003 net earnings of $148 million compared to net earnings of $168 million for 2002. Earnings from continuing operations increased to $143 million in 2003 compared to $123 million in 2002. Earnings from continuing operations excludes the results of the nylon and the majority of the acrylates businesses, which were divested on December 31, 2003 and February 1, 2004, respectively, and are included in earnings (loss) from discontinued operations. Net sales increased to $4.6 billion in 2003 from $3.8 billion in 2002 due to price and volume increases and favorable currency movements.

        Earnings from continuing operations before tax and minority interests increased to $203 million in 2003 compared to $184 million in 2002. This increase was primarily due to higher pricing, particularly in the Chemical Products segment, increased volumes in all segments, cost reductions, productivity improvements and favorable currency movements. Additional favorable adjustments included greater earnings from affiliates, mainly in Asia, increased interest and income from insurance companies and the demutualization of an insurance provider, as well as the addition of the emulsions business acquired at the end of 2002. Also affecting earnings from continuing operations before tax and minority interests was income of $107 million from insurance recoveries and $95 million of expense associated with antitrust matters in the Sorbates industry as discussed below in "Summary of Consolidated Results—2003 Compared with 2002—Special Charges." These increases were mainly offset by higher costs for raw materials and energy and increased expense for stock appreciation rights.

83


        Significant items affecting earnings from continuing operations before tax and minority interests from 2002 to 2003 were approximately:

(in millions)
    
  
Pricing and volume improvements   $ 240  
Higher costs for raw materials and energy, net of cost reductions and productivity improvements     (180 )
Interest and other income from plumbing insurance recoveries     127  
Earnings from affiliates     14  
Sorbates antitrust matters     (95 )
Stock appreciation rights expense     (56 )

        Although Celanese recorded special charges of only $5 million, special charges significantly affected the operating results of the Technical Polymers Ticona and Performance Products segments in 2003. Ticona's operating profit benefited from income of $107 million from insurance recoveries related to the plumbing cases. The insurance recoveries more than offset special charges related to Ticona's organizational redesign efforts and the closing of a facility in the United Kingdom. The operating profit of the Performance Products' segment was burdened by $95 million in special charges relating to a European Commission decision to fine Hoechst €99 million ($115 million) for antitrust matters in the sorbates industry that occurred prior to the demerger.

        Segment net sales in 2003 increased 21% compared to 2002 due to the inclusion of the emulsions business acquired at year-end 2002 (+8%), favorable currency effects (+5%) and higher pricing (+5%) and volumes (+4%). These increases were partly offset by the transfer of the European oxo business to a joint venture in the fourth quarter 2003 (-1%). Operating profit declined by 32% to $118 million in 2003 compared to $173 million in 2002. This decline reflected increased raw material and energy costs, as well as higher expense for stock appreciation rights and special charges discussed below. These factors outweighed increased pricing in the Chemical Products and Acetate Products segments, higher volumes in all segments, particularly in Technical Polymers Ticona and Performance Products, cost reductions, productivity improvements, increased income from the captive insurance companies and the addition of the emulsions business.

        In the Chemical Products segment, the contribution from the emulsions business, favorable currency movements and cost reductions were outweighed by higher energy costs and an increase in stock appreciation rights expense. Overall in 2003, increased selling prices offset higher raw material costs, although pricing outpaced raw material costs in the first half of the year and lagged in the second half. In Acetate Products, increased pricing and volumes as well as productivity gains only partially offset higher raw material and energy prices. Increased demand led to volume improvements in the Ticona segment on the development of new applications and entry into new markets, partially offset by organizational redesign costs. Volume increases for Performance Products' Sunett sweetener were offset by lower pricing for Sunett and sorbates.

        Celanese reduced its net debt by 6% to $489 million as of December 31, 2003 compared to $520 million as of December 31, 2002. The decrease primarily represents the net repayment of $68 million of debt offset by the addition of $38 million of debt related to the consolidation of a variable interest entity under FIN 46. Trade working capital increased to $641 million at December 31, 2003 from $599 million at December 31, 2002. This increase is primarily related to favorable foreign currency effects as lower payables more than the offset the reduction in inventory resulting from the high levels at the end of 2002, resulting from advance purchases of wood pulp in the Acetate Products segment, a key raw material, caused by the shutdown of a major supplier. Operating cash flow benefited by $180 million relating to the effects of hedging of currency exposure on intercompany funding of operations in U.S. dollars, compared to approximately $95 million in 2002. Benefit

84


obligations decreased by $106 million to $1,165 million in 2003 from $1,271 million primarily due to an increase in the fair value of plan assets, contributions, payments and a plan amendment related to the U.S. postretirement medical plan. These factors were partially offset by the effects of a decrease in the discount rate.

        In 2003, Celanese took major steps to concentrate on its core businesses. In September, Celanese reached an agreement to sell its acrylates business to Dow. The transaction was completed on February 1, 2004. On October 1, European Oxo GmbH, Celanese's oxo chemicals joint venture with Degussa, began operations. The joint venture is expected to enable the businesses to compete more effectively in an oversupplied industry.

        Celanese streamlined its manufacturing operations and administrative functions, mainly in the Chemical Products and Ticona segments, and, as a result, recorded termination benefit expenses of $26 million in cost of sales, primarily in the fourth quarter 2003. Celanese also continued its use of Six Sigma, a powerful tool to increase efficiency and generate additional revenue.

        During 2003, Ticona started a redesign of its operations. These efforts resulted in special charges of $12 million related to termination benefit expenses.

Overview—2002 Compared with 2001

        In a global business environment characterized by slow and uneven growth, net earnings increased significantly to $168 million in 2002 from a loss of $365 million in the prior year. The increase reflected lower special charges, lower raw material and energy costs, lower amortization expense due to the adoption of SFAS No. 142, savings from restructuring and operational excellence initiatives, improved capacity utilization rates in the Chemical Products segment, and an increase in demand in the Technical Polymers Ticona segment. Additionally, net earnings benefited from a cumulative effect of changes in accounting principles of $18 million, net of income tax, and positive effects from earnings from discontinued operations of $27 million. These effects were partially offset by lower pricing in most segments. Operating cash flow remained strong, though below the prior year's level, as trade working capital increased slightly compared to year-end 2001. 2002 capital expenditures were at similar levels to the previous year.

        Segment sales declined 3% as higher volumes (+2%) and favorable currency effects (+2%) could not offset lower pricing (-7%). Volumes increased in Ticona, on modest demand improvement from the automotive and other end-use industries, especially in Europe. In Performance Products, volumes of Nutrinova's high intensity sweetener, Sunett, continued to grow. In Chemical Products, increased demand and temporarily tight supply conditions during the second half of 2002 led to improved capacity utilization rates. Although overall selling prices were lower year on year in the Chemical Products segment, acetyl pricing rose steadily. Profitability in the Acetate Products segment declined as lower volumes in all products, mainly in filament, offset higher tow pricing and cost savings from restructuring efforts.

        Celanese reduced its net debt by 29% from $732 million as of December 31, 2001 to $520 million as of December 31, 2002. The reduction was due to debt repayment resulting from a continuing high level of cash from operations and net proceeds of $106 million for the net assets of divested businesses and the receipt of $80 million for the repayment of borrowings from a divested business, combined with the effects of currency movements of approximately $190 million. Operating cash flow declined from $462 million in 2001 to $363 million in 2002, as 2001 operating cash flow reflected the benefits of a substantial reduction in trade working capital compared to 2000. Trade working capital in 2002 increased slightly compared to year-end 2001 levels.

        Celanese had capital expenditures of $203 million in 2002, compared to $191 million in 2001. Major projects included the completion of a new 30,000 tons per year plant to produce GUR ultra-high

85


molecular weight polyethylene in Bishop, Texas. The plant began supplying customers in the fourth quarter of 2002. Celanese also completed the 6,000 tons per year expansion of capacity for Vectra liquid crystal polymers in Shelby, North Carolina. In addition, Celanese began construction in 2002 of a new plant for synthesis gas, an important raw material for the production of oxo and specialty chemicals, at its Oberhausen, Germany site.

        The Focus and Forward restructuring initiatives, started in 2001, generated estimated savings of approximately $95 million in 2002. In connection with these restructuring programs, most of the approximate 1,500 positions identified had been eliminated by December 31, 2002. Celanese's company-wide operational excellence efforts, including Six Sigma, continued to contribute to profitability.

        In 2002, Celanese made further progress in enhancing the value of its portfolio. Celanese acquired the European emulsions and worldwide emulsion powders businesses of Clariant AG, Switzerland in December 2002 valued at $154 million, including the assumption of related liabilities. Net of purchase price adjustments of $2 million and the assumption of liabilities of $21 million, Celanese paid $131 million of cash for the net assets of the business in 2002. In 2003, the purchase price adjustments related to the acquisition were finalized, which resulted in Celanese making an additional payment of $7 million. The acquisition of the emulsion businesses extends Celanese's acetyls value chain into higher value businesses. Additionally, Celanese divested the Trespaphan OPP films business of the Performance Products segment in December 2002 for $214 million, which included $115 million in cash, the repayment of $80 million in intercompany debt that Trespaphan owed Celanese and a purchase price adjustment for liabilities assumed by the buyer of $19 million.

        Celanese took a major step to address performance issues within the former Chemical Intermediates segment in 2002. Celanese signed an agreement with Degussa, Germany to form a 50/50 joint venture for their European oxo activities. In addition, Celanese divested its global allylamines and U.S. alkylamines business at the end of 2002.

Selected Data by Business Segment—Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

 
   Predecessor
   Successor
    
    
 
   Pro forma
    
 
    
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
    
 
   Nine Months
Ended
September 30,
2003
   Nine Months
Ended
September 30,
2004
   Nine Months
Change
in %
 
   (in millions, except percentages, unaudited)
Net Sales                            
Chemical Products   $ 2,299   $ 818   $ 1,648   $ 2,466   7
Acetate Products     479     172     349     521   9
Technical Polymers Ticona     574     227     433     660   15
Performance Products     130     44     92     136   5
   
 
 
 
 
  Segment Total   $ 3,482   $ 1,261   $ 2,522   $ 3,783   9
Other Activities     36     11     31     42   17
Intersegment Eliminations     (70 )   (29 )   (59 )   (88 ) 26
   
 
 
 
 
  Total Net Sales   $ 3,448   $ 1,243   $ 2,494   $ 3,737   8
   
 
 
 
 

86

 
   Predecessor
   Successor
    
    
  
 
   Pro forma
    
  
 
    
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
    
  
 
   Nine Months
Ended
September 30,
2003
   Nine Months
Ended
September 30,
2004
   Nine Months
Change
in %
  
 
   (in millions, except percentages, unaudited)

  

Special Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemical Products   $ 1   $ (1 ) $ (4 ) $ (3 ) >100  
Acetate Products     —     —     (50 )   (50 ) n.m.  
Technical Polymers Ticona                              
  Plumbing insurance recoveries     106     —     1     1   (99 )
  Restructuring, impairment and other special charges, net     (3 )   (1 )   (5 )   (5 ) 67  
Performance Products                              
  Sorbates antitrust matters     (95 )   —     —     —   (100 )
   
 
 
 
 
 
  Segment Total     9     (2 )   (58 )   (57 ) >100  
Other Activities     —     (26 )   —     (8 ) n.m.  
   
 
 
 
 
 
  Total Special Charges   $ 9   $ (28 ) $ (58 ) $ (65 ) >100  
   
 
 
 
 
 

Operating Profit (Loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemical Products   $ 123   $ 65   $ 119   $ 220   79  
Acetate Products     10     9     (29 )   (6 ) (100 )
Technical Polymers Ticona     134     31     26     81   (40 )
Performance Products     (55 )   11     14     32   >100  
   
 
 
 
 
 
  Segment Total     212     116     130     327   54  
Other Activities     (84 )   (64 )   (80 )   (116 ) 38  
   
 
 
 
 
 
  Total Operating Profit   $ 128   $ 52   $ 50   $ 211   65  
   
 
 
 
 
 

Earnings (Loss) from Continuing Operations Before Tax and Minority Interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemical Products   $ 147   $ 72   $ 134   $ 242   65  
Acetate Products     15     9     (25 )   (2 ) >100  
Technical Polymers Ticona     176     45     55     124   (30 )
Performance Products     (55 )   11     12     30   >100  
   
 
 
 
 
 
  Segment Total     283     137     176     394   39  
Other Activities     (77 )   (57 )   (311 )   (290 ) >100  
   
 
 
 
 
 
  Total Earnings (Loss) from Continuing Operations Before Tax and Minority Interests   $ 206   $ 80   $ (135 ) $ 104   (50 )
   
 
 
 
 
 

Stock Appreciation Rights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemical Products   $ (10 ) $ —   $ —   $ —   >100  
Acetate Products     (3 )   —     —     —   >100  
Technical Polymers Ticona     (9 )   —     (1 )   (1 ) (89 )
Performance Products     (1 )   —     —     —   >100  
   
 
 
 
 
 
  Segment Total     (23 )   —     (1 )   (1 ) >(96 )
Other Activities     (18 )   —     —     —   >100  
   
 
 
 
 
 
  Total Stock Appreciation Rights   $ (41 ) $ —   $ (1 ) $ (1 ) >(98 )
   
 
 
 
 
 

87

 
   Predecessor
   Successor
    
    
  
 
   Pro forma
    
  
 
    
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
    
  
 
   Nine Months
Ended
September 30,
2003
   Nine Months
Ended
September 30,
2004
   Nine Months
Change
in %
  
 
   (in millions, except percentages, unaudited)

  
Depreciation and Amortization                              
Chemical Products   $ 116   $ 39   $ 77   $ 108   (7 )%
Acetate Products     43     13     30     42   (2 )
Technical Polymers Ticona     43     16     34     54   26  
Performance Products     6     2     5   $ 12   100  
   
 
 
 
 
 
  Segment Total     208     70     146     216   4  
Other Activities     5     2     4     6   20  
   
 
 
 
 
 
  Total Depreciation and Amortization   $ 213   $ 72   $ 150   $ 222   4 %
   
 
 
 
 
 

Factors Affecting Pro forma Nine Months Ended September 30, 2004 Segment Sales

 
   Volume
   Price
   Currency
   Other
   Total
  
Chemical Products   6 % 3 % 4 % (6 )% 7 %
Acetate Products   8   1   —   —   9  
Technical Polymers Ticona   15   (5 ) 5   —   15  
Performance Products   12   (15 ) 8   —   5  
   
 
 
 
 
 
  Segment Total   8 % (1 )% 4 % (4 )% 9 %
   
 
 
 
 
 

Summary by Business Segment—Pro forma Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

 
   Predecessor
   Successor
   Pro forma
    
    
  
 
    
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
    
   Nine Months
  
 
   Nine Months
Ended
September 30,
2003
   Nine Months
Ended
September 30,
2004
  
 
   Change
in $
   Change
in %
  
 
    
   (in millions, except percentages, unaudited)

    
    
  
Net sales   $ 2,299   $ 818   $ 1,648   $ 2,466   167   7 %
Net sales variance:                                  
  Volume                       6 %        
  Price                       3 %        
  Currency                       4 %        
  Other                       (6 )%        
Operating profit     123     65     119     220   97   79 %
Operating margin     5.4 %   7.9 %   7.2 %   8.9 %        
Special charges     1     (1 )   (4 )   (3 ) (4 ) >100 %
Earnings (loss) from continuing operations before tax and minority interests     147     72     134     242   95   65 %
Depreciation and amortization     116     39     77     108   (8 ) (7 )%

88

        Chemical Products' pro forma net sales increased by 7% to $2,466 million compared to the same period last year as increased volumes (+6%), favorable currency movements (+4%) and higher pricing (+3%) were partially offset by changes in the composition of the segment (-6%).

        The changes in the composition of the segment result from the transfer of the European oxo business into a joint venture in the fourth quarter of 2003 (-4%) and a change in the structure of the business under which certain acrylates products, which were formerly sold into the merchant market, are now being sold under a contract manufacturing agreement (-2%). Only the margin realized under the contract manufacturing agreement is reported in net sales.

        Volumes rose for major chemical products, particularly vinyl acetate monomer, which increased due to stronger overall demand and a competitor outage. Volumes also increased for polyvinyl alcohol in North America and Europe, and emulsions in Europe. Pricing increased for most acetyl and acetyl derivative products, particularly vinyl acetate monomer in all regions, following rising costs for raw materials, particularly ethylene.

        Pro forma operating profit increased by 79% to $220 million compared to operating profit as reported for the same period in 2003. Higher volumes, higher selling prices, lower stock appreciation rights expense and the absence of a loss from the European oxo business more than offset increased raw material costs and higher special charges associated with productivity initiatives. Pro forma operating profit for the first nine months of 2004 included lower net depreciation and amortization expense resulting from the preliminary purchase price allocation and lower net periodic pension and post-retirement benefit costs resulting from the pro forma adjustments.

 
   Predecessor
   Successor
   Pro forma
    
    
  
 
    
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
    
   Nine Months
  
 
   Nine Months
Ended
September 30,
2003
   Nine Months
Ended
September 30,
2004
  
 
   Change
in $
   Change
in %
  
 
    
   (in millions, except percentages, unaudited)

    
    
  
Net sales   $ 479   $ 172   $ 349   $ 521   $ 42   9 %
Net sales variance:                                    
  Volume                       8 %          
  Price                       1 %          
Operating profit     10     9     (29 )   (6 )   (16 ) >100 %
Operating margin     2.1%     5.2 %   (8.3 )%   (1.2 )%          
Special charges     —     —     (50 )   (50 )   (50 ) 100 %
Earnings (loss) from continuing operations before tax and minority interests     15     9     (25 )   (2 )   (17 ) >100 %
Depreciation and amortization     43     13     30     42     (1 ) (2 )%

        Acetate Products' pro forma net sales in the first nine months of 2004 increased by 9% to $521 million compared to the same period last year due to higher volumes (+8%) and slightly higher pricing (+1).

        Volumes grew on higher tow demand in Asia, which was partly offset by lower filament sales, primarily in Mexico. Average pricing increased for both tow and filament.

89


        Pro forma operating profit declined to a loss of $6 million in the first nine months of 2004 from an operating profit as reported of $10 million in the same period last year reflecting special charges of $50 million for asset impairments associated with the planned consolidation of tow production and the termination of filament production around mid-2005. In addition, we recorded $8 million of depreciation expense in the first nine months of 2004 for asset retirement obligations associated with the restructuring. The Company expects to record severance liabilities of approximately $40 milllion in the fourth quarter of 2004, with a corresponding increase in goodwill. Higher volumes, savings from productivity gains, increased pricing and lower net periodic pension and post-retirement benefit costs resulting from the pro forma adjustments.

 
   Predecessor
   Successor
   Pro forma
    
    
  
 
    
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
    
   Nine Months
  
 
   Nine Months
Ended
September 30,
2003
   Nine Months
Ended
September 30,
2004
  
 
   Change
in $
   Change
in %
  
 
    
   (in millions, except percentages, unaudited)

    
    
  
Net sales   $ 574   $ 227   $ 433   $ 660   $ 86   15   %
Net sales variance:                                    
  Volume                       15   %          
  Price                       (5 )%          
  Currency                       5   %          
Operating profit     134     31     26     81     (53 ) (40 )%
Operating margin     23.3 %   13.7 %   6.0 %   12.3   %          
Special charges:                                    
  Insurance recoveries associated with plumbing cases     106           1     1     (105 ) (99 )%
  Restructuring, impairment and other special charges, net     (3 )   (1 )   (5 )   (5 )   (2 ) 67 %
Earnings (loss) from continuing operations before tax and minority interests     176     45     55     124     (52 ) (30 )%
Depreciation and amortization     43     16     34     54     11   26   %

        Pro forma net sales for Ticona in the first nine months of 2004 increased by 15% to $660 million compared to the same period last year. Strong volume increases (+15%) and favorable currency effects (+5%) were partly offset by a decline in pricing (-5%).

        Volumes increased in most business lines, particularly in polyacetal, Vectra liquid crystal polymers and GUR ultra high molecular weight polyethylene. Polyacetal volumes grew on stronger sales in the medical and automotive industries in North America while European sales benefited from greater demand for uses in consumer products and the commercialization of new applications. Volumes for Vectra rose in North America and Europe due to new commercial applications, such as in household goods, and stronger sales to the electrical/electronics industry. GUR volumes grew as a result of increased sales for new specialty applications. Overall pricing declined due to changes in product mix and ongoing competitive pricing pressure from Asian exports of polyacetal into North America and Europe.

90

        Pro forma operating profit in the first nine months of 2004 decreased to $81 million from $134 million of operating profit as reported in the prior year as insurance recoveries relating to the plumbing cases decreased significantly to $1 million in 2004 compared to $106 million in the same period last year. Pro forma operating profit in the first nine months of 2004 benefited from higher volumes, the favorable effects from a build-up of inventory in anticipation of a plant maintenance turnaround and lower average production costs for Vectra. These factors were partly offset by lower pricing and higher hydrocarbon-based raw material costs. Pro forma operating profit for the first nine months of 2004 included higher net depreciation and amortization expense resulting from the preliminary purchase price allocation which was offset by lower net periodic pension and post-retirement benefit costs resulting from the pro forma adjustments.

        Pro forma earnings from continuing operations before tax and minority interests decreased to $124 million from $176 million as reported in the same period in 2003. This decrease resulted primarily from the lower operating profit and interest income relating to insurance recoveries, which was partly offset by improved equity earnings from Asian and U.S. affiliates due to increased sales volumes.

 
   Predecessor
   Successor
   Pro forma
    
    
  
 
   Nine
Months
Ended
September 30,
2003
   Three
Months
Ended
March 31,
2004
   Six
Months
Ended
September 30,
2004
   Nine
Months
Ended
September 30,
2004
   Nine Months
  
 
   Change
in $
   Change
in %
  
 
   (in millions except percentages, unaudited)

  
Net sales   $ 130   $ 44   $ 92   $ 136   $ 6   5 %
Net sales variance:                                    
  Volume                       12 %          
  Price                       (15 )%          
  Currency                       8 %          
Operating profit (loss)     (55 )   11     14     32     87   >100 %
Operating margin     (42.3) %   25.0 %   15.2 %   23.5 %          
Special charges—Sorbates antitrust matters     (95 )   —     —     —     95   (100 )%
Earnings (loss) from continuing operations before tax and minority interests     (55 )   11     12     30     85   >100 %
Depreciation and amortization     6     2     5     12     6   100 %

        Pro forma net sales for the Performance Products segment, which consists of the Nutrinova food ingredients business, increased by 5% to $136 million compared to the same period last year as increased volumes (+12%) and favorable currency effects (+8%), resulting from the significant appreciation of the euro versus the U.S. dollar, offset price decreases (-15%).

        Increased volumes for Sunett sweetener reflected strong growth from new and existing applications in the U.S. and European beverage and confectionary markets. Pricing for Sunett declined on lower unit selling prices associated with higher volumes to major customers and the anticipated expiration of the primary European and U.S. production patents in 2005.

        Pricing for sorbates, which had been under pressure from Asian producers, began to stabilize, although worldwide overcapacity still prevailed in the industry.

        Pro forma operating profit increased to $32 million compared to an operating loss of $55 million as reported in the same period last year, which included special charges of $95 million related to

91


antitrust actions in the sorbates industry. Pro forma operating profit in 2004 benefited from strong volumes for Sunett and favorable currency movements. For the first nine months of 2004, pro forma operating profit included higher net pro forma depreciation and amortization expense resulting from the pro forma adjustments.

        Other Activities primarily consists of corporate center costs, including financing and certain administrative activities, and certain other operating entities, including the captive insurance companies.

        Pro forma net sales for Other Activities increased by 17% to $42 million compared to the same period last year, primarily due to higher third party revenue by the captive insurance companies.

        Pro forma operating loss increased to $116 million compared to an operating loss of $84 million as reported for the same period last year. This increase was primarily due to special charges of $8 million mainly related to costs associated with severance and organization redesign projects. The operating loss in the first nine months in 2003 included $18 million in expense for stock appreciation rights.

        Pro forma earnings from continuing operations before tax and minority interests increased to a loss of $290 million from a loss of $77 million as reported in the same period last year. This increase is primarily due to higher pro forma interest expense resulting from the higher pro forma debt levels and interest rates associated with the pro forma adjustments. Also contributing to this decrease were higher operating losses and the absence of $18 million of income from the demutualization of an insurance provider.

Selected Data by Business Segment—Annual Results

 
   Year Ended December 31,
  
 
   2001
   2002
   2003
  
 
   $
   % of
Segments(1)
   $
   % of
Segments(1)
   $
   % of
Segments(1)
  
 
   (in millions, except percentages)

  
Net Sales(2)                                
Chemical Products   $ 2,522   63 % $ 2,419   63 % $ 3,065   66 %
Acetate Products     682   17     632   16     655   14  
Technical Polymers Ticona     632   16     656   17     762   16  
Performance Products     142   4     151   4     169   4  
   
 
 
 
 
 
 
  Segment Total     3,978   100 %   3,858   100 %   4,651   100 %
         
       
       
 
Other Activities     75         52         49      
Intersegment Eliminations     (83 )       (74 )       (97 )    
   
     
     
     
  Total Net Sales   $ 3,970       $ 3,836       $ 4,603      
   
     
     
     

92


Special Charges(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemical Products   $ (377 ) 91 % $ 2   (50 )% $ 1   (14 )%
Acetate Products     (44 ) 11     —   —     —   —  
Technical Polymers Ticona                                
  Plumbing actions     28   (7 )   —   —     107   n.m.  
  Other activities     (20 ) 5     (6 ) n.m.     (20 ) n.m.  
Performance Products                                
  Sorbates antitrust matters     —   —     —   —     (95 ) n.m.  
   
 
 
 
 
 
 
  Segment Total   $ (413 ) 100 %   (4 ) 100 %   (7 ) 100 %
Other Activities     (3 )       9         2