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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _________________ to __________________
Commission File Number: 0-26001
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Celanese Americas Retirement Savings Plan
1601 W LBJ Freeway
Dallas, TX 75234
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Celanese Corporation
1601 W LBJ Freeway
Dallas, TX 75234
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CONTENTS
Page
Report of Independent Registered Public Accounting Firm.................. 2
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of
December 31, 2005 and 2004................................... 3
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2005 and 2005............... 4
Notes to Financial Statements............................................ 5
Supplemental Schedule*
Schedule H, line 4i - Schedule of Assets (Held at end of year)
as of December 31, 2005...................................... 11
Signatures............................................................... 25
Index to Exhibit......................................................... 26
Consent.................................................................. 27
*Other schedules required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 ("ERISA") have been omitted because they are not applicable.
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
As of December 31, 2005 and 2004 and
for the Years Ended December 31, 2005 and 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator, Investment, and Benefit Committees
of Celanese Americas Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Celanese Americas Retirement Savings Plan (the Plan) as of December 31, 2005
and 2004, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Celanese
Americas Retirement Savings Plan as of December 31, 2005 and 2004, and the
changes in net assets available for benefits for the years then ended, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule H, line 4i-
schedule of assets (held at end of year) as of December 31, 2005 is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Dallas, Texas
June 27, 2006
2
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005 AND 2004
2005 2004
-------- --------
(In thousands)
ASSETS
Investments:
Fair value .................................... $519,489 $518,640
Contract value ................................ 187,250 189,084
-------- --------
Total investments .......................... 706,739 707,724
-------- --------
Receivables:
Accrued interest and dividends ................ 1,472 1,367
-------- --------
Total receivables .......................... 1,472 1,367
-------- --------
Total assets ..................................... 708,211 709,091
LIABILITIES
Payables ......................................... 690 467
-------- --------
Net assets available for benefits ............ $707,521 $708,624
======== ========
See accompanying notes to financial statements.
3
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
2005 2004
--------- ---------
(In thousands)
Investment income:
Net appreciation of investments (Note 3) .... $ 31,949 $ 54,015
Interest .................................... 12,114 11,232
Dividends ................................... 561 782
Other ....................................... 488 102
--------- ---------
Total investment income .................. 45,112 66,131
--------- ---------
Contributions:
Company ..................................... 10,231 10,488
Participant ................................. 20,728 21,066
Rollovers ................................... 921 708
--------- ---------
Total contributions ...................... 31,880 32,262
--------- ---------
Administrative expenses ........................ (2,174) (1,050)
Withdrawals and distributions .................. (91,320) (71,983)
Transfers from(to) other plans (Note 1) ........ 15,399 (11,081)
--------- ---------
Net increase(decrease) ................... (1,103) 14,279
Net assets available for benefits:
Beginning of year ........................... 708,624 694,345
--------- ---------
End of year ................................. $ 707,521 $ 708,624
========= =========
See accompanying notes to financial statements.
4
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The Celanese Americas Retirement Savings Plan (the "Plan") is a participant
directed, defined contribution plan sponsored by Celanese Americas
Corporation and Subsidiaries ("Celanese" or the "Company"), a wholly
owned subsidiary of Celanese Corporation. In October 2004, as part of an
organizational restructuring, Celanese AG transferred all of the shares of
Celanese Americas Corporation to Celanese Corporation, Celanese AG's
ultimate parent. As a result of the organizational restructuring Celanese
AG stock was eliminated as an investment option within the Plan. The Plan
covers certain employees of the Company and its participating affiliates
("Participants"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Participants
in the Plan should refer to the Plan document for more complete details of
the Plan's provisions.
On May 3, 2004, the Plan transferred $11,081,490 to the Dow Chemical
Company Employee Savings Plan. The transfer represents participant assets
for employees that were transferred from the Plan to the Dow Chemical
Company Employee Savings Plan in conjunction with Celanese AG's sale of its
acrylates business.
In February 2005, participant account balances of $15,398,640 were
transferred into the Plan from the Retirement Savings Plan of the ICI
Group. This transfer represents participant assets for employees that were
transferred to Celanese in conjunction with the purchase of the Vinamul
emulsions business of the National Starch and Chemical Company, a
subsidiary of ICI.
The Company has a trust agreement with State Street Bank & Trust Company.
The trust agreement establishes a qualified trust for the Plan. The assets
of the trust are managed by various investment managers appointed by the
Company.
The Company's Investment Committee oversees the Plan and has discretionary
authority to appoint an agent to direct the purchase and sale of
investments in the Plan. The Company appointed the Plan Administrator and
Investment Committee as the named fiduciaries of the Plan.
(A) ELIGIBILITY
Employees are eligible to participate in the Plan as soon as
administratively practicable following their date of hire (taking into
account the need to enroll and the timing of the Company's payroll
cycles).
(B) PARTICIPANT CONTRIBUTIONS
Participants may contribute through payroll deductions from 2% to 80%
of their eligible compensation, as defined in the Plan document
subject to certain Internal Revenue Service ("the IRS") limitations,
through payroll deductions. Participants may designate contributions
as either "before tax," "after tax" or a combination of both.
Participants' before tax contributions and Company contributions are
deferred compensation pursuant to Section 401(k) of the Internal
Revenue Code ("IRC").
(C) COMPANY CONTRIBUTIONS
The Company makes a contribution equal to the amount contributed by
each Participant up to 5% of such Participant's eligible compensation
for non-union participants, as defined in the
5
Plan document. The Company's contribution for union participants
varies, as defined in the Plan document, but does not exceed 3% of the
Participant's eligible compensation.
(D) VESTING
All Participants' contributions and income earned or losses incurred
thereon are fully vested at all times. The Company's contributions and
income earned or losses incurred thereon are vested either upon the
completion of three years of service with the Company, as defined in
the Plan document, death, retirement, total and permanent disability,
involuntary termination of employment by the Company (other than for
cause) or the attainment of age 65.
(E) FORFEITURES
Forfeitures of non-vested Company contributions are used to reduce
future employer contributions or to restore prior forfeitures under
certain conditions. In 2005 and 2004, Company contributions were
reduced by $442 and $157,371, respectively, from forfeited non-vested
accounts. At December 31, 2005 and 2004, forfeitures of $495,699 and
$377,395, respectively, were available for reducing future employer
contributions or to restore prior forfeitures under certain
conditions.
(F) DISTRIBUTIONS AND WITHDRAWALS
A Participant's entire vested account balance shall be payable upon
termination of employment, retirement, disability or death.
Participants who suffer a "financial hardship" may withdraw all or
part of their vested account balance before tax contributions subject
to certain provisions, as described in the Plan document.
Distributions and withdrawals under the Plan are made in cash in the
form of a lump sum. Payments are made as soon as administratively
practicable within the provisions of the Plan. The Plan allows for
in-service withdrawals of vested contributions under certain
circumstances, as defined in the Plan document.
(G) PARTICIPANT ACCOUNTS
Each Participant's account is credited with the Participant's
contributions, the appropriate amount of the Company's contribution
and an allocation of the Plan's earnings or losses and the investment
management fees in accordance with the allocation provisions contained
in the Plan document. The benefit to which a participant is entitled
is the benefit that can be provided from the Participant's vested
account balance.
(H) PARTICIPANT LOANS
Participants who are actively working, and have a vested account
balance of at least $2,000, may borrow up to the lesser of 50% of the
vested account balance or $50,000 less the highest outstanding loan
balance in the previous 12 months. The minimum loan available is
$1,000 and shall not exceed $50,000. Loans are generally for periods
of up to five years with the exception of the purchase of a primary
residence in which case the loan can be for a period up to fifteen
years. Loans are repaid in bi-weekly installments and include interest
charges. The interest rate on new loans, fixed on the first business
day of the month, is based on the Prime Lending Rate (per the Wall
Street Journal) plus 1%. The range of interest rates for outstanding
Participant loans as of December 31, 2005 and 2004 was 5% to 10.5%
with maturities ranging from 2006 to 2020.
(I) INVESTMENTS
Plan Participants may direct the investment of their account in 1%
increments among any of twelve investment options. A Participant may
transfer all or a portion of his or her interest, in 1% increments,
from one investment fund to another. Each of the Plan's investment
options is managed for the Plan by independent investment managers,
who employ a specific set of investment criteria endorsed and
monitored by the Company.
CELANESE AG STOCK
On December 16, 2003, BCP Crystal Acquisition GmbH & Co. KG ("BCP"), a
German limited partnership controlled by a group of investor funds
advised by The Blackstone Group, announced its intention to launch a
voluntary public offer to acquire all of the outstanding
6
shares, excluding treasury shares, of Celanese AG, for a price of
euro 32.50 per share, without interest. On April 1, 2004, BCP
announced that the minimum acceptance conditions for the offer had
been met. One of the Plan's investment options for Participants
included the company stock fund, which allowed Participants to invest
in common shares of Celanese AG. Following the completion of the
tender offer, Celanese AG shares were delisted from the New York Stock
Exchange and the company stock fund was eliminated as an investment
option. During 2004, the Plan eliminated the company stock fund as an
investment option. During 2004, the Plan also added the Marsico
Capital Management Fund as an investment option, which replaced the
Janus Large Capital Fund as an investment option.
CELANESE CORPORATION STOCK
On August 8, 2005, an amendment was approved by the Plan whereby a
"stock bonus plan" was adopted as a permanent feature of the Plan and
shall be primarily invested in common shares of Celanese Corporation.
This stock bonus plan limits employee holdings of Celanese Corporation
common shares to twenty percent of the employee's total account
balance under the Plan and imposes a 90 day restriction on reentry
into the stock fund after a sale of stock. State Street Global
Advisors was named as the fiduciary of the employer stock fund. The
Trustee shall vote shares of Celanese stock in accordance with the
instructions of the Participants in whose accounts the shares are
held. Participants have the right to give such instructions whether
they are vested or not. The trustee shall vote the total number of
shares of Celanese Stock held by the Plan as of the date of the annual
meeting of Celanese Corporation. Purchases and sales of Celanese
Corporation stock are generally made on the open market on behalf of
and as directed by Plan Participants. During 2005, the Trustee
purchased 195,310 shares of Celanese Corporation stock for the fund at
an average price of $17.60 per share, and sold 6,755 shares of
Celanese Corporation stock for the fund at an average price $18.39 per
share.
STABLE VALUE FUND
Included in the Plan's twelve investment options is the Stable Value
Fund. The Stable Value Fund invests in a variety of investment grade
fixed income securities, primarily U.S. Treasury, Agency, corporate,
and mortgage-backed securities. The fund, also known as a synthetic
guaranteed investment contract ("GIC"), also invests in a special kind
of investment contract called a "benefit responsive wrap." The wrap
provides for a guarantee of principal and a stabilized interest rate.
The average yield of the investment contracts was 5.18% and 4.69% for
the years ended December 31, 2005 and 2004, respectively. The
crediting interest rate on investment contracts was 5.40% and 4.72% as
of December 31, 2005 and 2004, respectively.
The crediting rates for certain GICs are reset quarterly and are based
on the market value of the portfolio of assets underlying these
contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration
(i.e. weighted average life) and market value relative to contract
value. All contracts have a guaranteed rate of 0% or higher with
respect to determining interest rates resets.
A synthetic GIC provides for a guaranteed return on principal over a
period of time through the use of underlying assets and a benefit
responsive wrapper contract issued by a third party. The wrapper
contract provides market and cash flow protection to the Plan. The
value of the wrapper is determined by the difference between the fair
value of the underlying assets and the contract value attributable by
the wrapper to those assets. The value of the wrapper as of December
31, 2005 and 2004 was $2,202,595 and $(2,027,011), respectively.
7
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The accompanying financial statements are prepared under the accrual
method of accounting.
(B) VALUATION OF INVESTMENTS AND INCOME RECOGNITION
The Plan's investments are stated at fair value, which is determined
through quoted market prices, except for the GIC, which is at contract
value. Investments in the collective trust funds are valued at fair
value based upon the quoted market values of the underlying assets,
where available. Loans to Participants are valued at cost, which
approximates fair value. All purchases and sales of securities are
recorded on a trade-date basis.
Interest income is recorded when earned. Dividends are recorded on the
ex-dividend date. Net appreciation (depreciation) in fair value of
investments includes realized gains and losses on investments sold
during the year as well as net appreciation (depreciation) of the
investments held at the end of the year.
(C) RISKS AND UNCERTAINTIES
The assets of the Plan consist primarily of investments held at fair
value. These investments are subject to market risks and are
influenced by such factors as investment objectives, interest rates,
stock market performance, economic conditions, and world affairs. Due
to the level of risk associated with certain investments, it is
reasonably possible that changes in the values of investments will
occur in the near term and that such changes could materially affect
Participants' account balances and the amounts reported in the
financial statements.
(D) USE OF ESTIMATES
The preparation of financial statements in accordance with accounting
standards generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
8
(E) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(E) RECLASSIFICATIONS
The Plan has reclassified certain 2004 amounts to conform to the 2005
presentation.
(3) INVESTMENTS
The following table presents the total investments of the Plan segregated
by valuation method. Investments that represent five percent or more of the
Plan's net assets as of December 31 are marked with an asterisk (*).
As of December 31,
---------------------
2005 2004
-------- ---------
(in thousands)
QUOTED MARKET PRICE:
Celanese Corporation Common Stock 3,605 --
Interest Bearing Cash 6,939 8,519
US Government Securities 34,690 32,702
Common Stock 25,962 18,999
Mutual Funds 9,507 11,449
-------- ---------
80,703 71,669
-------- ---------
INVESTMENTS AT ESTIMATED FAIR VALUE:
Alliance Collective Investment Trust 179,391* 184,855*
BGI Equity Index Fund 1 106,227* 112,807*
BGI Russell 2000 Alpha Tilts Fund F 60,977* 67,926*
Common/Collective Trusts 80,181 69,022
-------- ---------
426,776 434,610
-------- ---------
INVESTMENTS AT ESTIMATED CONTRACT VALUE:
Liquidity Cash 674 670
U.S. Treasury Notes 148 566
JPMCB Intermediate Bond Fund 184,226* 189,875*
Bank of America - wrapper 734 (676)
Caisse Depots Et Consignations - wrapper 734 (675)
State Street Bank - wrapper 734 (676)
-------- ---------
187,250 189,084
-------- ---------
-------- ---------
LOANS TO PARTICIPANTS 12,010 12,361
-------- ---------
-------- ---------
$706,739 $ 707,724
======== =========
9
During 2005 and 2004, the Plan's investments (including investments bought
and sold and held during the year) appreciated (depreciated) in value as
follows (in thousands):
For years ended December 31,
----------------------------
2005 2004
-------- --------
QUOTED MARKET PRICE:
US Government Securities $ 1,029 $ 1,274
Common Stock 1,885 40,824
Celanese Corporation, Common Stock 293 --
Mutual Funds (158) 1,663
-------- --------
3,049 43,761
-------- --------
INVESTMENTS AT ESTIMATED FAIR VALUE:
-------- --------
Common/Collective Trusts 28,900 10,254
-------- --------
======== ========
$ 31,949 $ 54,015
======== ========
(4) PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, it
may do so at any time, subject to the provisions of ERISA. Upon termination
of the Plan, any Participant who is then an employee of the Company would
become 100% vested in all Company contributions.
(5) FEDERAL INCOME TAXES
The IRS has determined and informed the Company by a letter dated April 19,
2004, that the Plan and related trust are designed in accordance with
applicable sections of the IRC. Although the Plan has been amended since
receiving the determination letter, the Plan Administrator believes that
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(6) ADMINISTRATIVE EXPENSES
Administrative expenses (principally record keeping costs and legal fees)
are accrued and charged against the respective funds of the Plan.
Investment management fees, taxes, brokerage commissions, and related fees
are paid from the respective funds from which they are levied, assessed, or
incurred. Certain administrative expenses of the Plan are paid by the
Company. Expenses not paid by the Company are paid by the Plan.
(7) PARTIES-IN-INTEREST
Certain Plan investments are shares of common/collective trust funds
managed by JPMorgan/American Century or State Street Bank & Trust Company.
In addition, certain Plan investments are in interest bearing cash managed
by Morgan Guaranty Trust Company of New York. JPMorgan Retirement Plan
Services is the record keeper and State Street Bank & Trust Company is the
Trustee, as defined by the Plan and, therefore, these transactions qualify
as party-in-interest transactions. These transactions are covered by an
exemption from the "prohibited transaction" provisions of ERISA and the
IRC. The Plan also invests in the common stock of the Plan Sponsor as well
as loans to Plan participants, both of which qualify as parties-in-interest
to the Plan and are exempt from prohibited transaction rules.
10
Celanese Americas Retirement Savings Plan
05MK PAGE: 1
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
THIS IS A COMPOSITE REPORT FOR:
05MA HOISINGTON INV. MGMT CO
05MB BERNSTEIN
05MD JP MORGAN
05ME CELANESE SAV LOAN FUND
05MG PIMCO
05MH CAPITAL GUARDIAN
05ML JP MORGAN
05MN JP MORGAN
05MO JP MORGAN
05MP BARCLAYS
05MQ
05MU BARCLAYS
05MV MARSICO CAPITAL MGMT LLC
05MW SSGA
Celanese Americas Retirement Savings Plan
05MK PAGE: 2
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E)CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
-----------------------------------------------------------------------------------------------------------------
INTEREST BEARING CASH
BGI MONEY MARKET FD FOR EBT CASH HELD AT ALEX BROWN
7.000 7.00 7.00
05MP 05499B995 2.000 2.00 2.00
05MU 05499B995 5.000 5.00 5.00
BZW PRINCIPAL CASH
3.920 3.92 3.92
05MP 12399A986 3.060 3.06 3.06
05MU 12399A986 0.860 0.86 0.86
*MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.001 12/31/2006
5,032,141.51 5,032,141.51 5,032,141.51
05MD 61699B004 611,460.70 611,460.70 611,460.70
05ML 61699B004 295,131.07 295,131.07 295,131.07
05MN 61699B004 149,612.27 149,612.27 149,612.27
05MO 61699B004 3,975,937.47 3,975,937.47 3,975,937.47
*MORGAN GUARANTY TRUST CO OF NY LIQUIDITY FUND 0.010 12/31/2005
35,404.90 35,404.90 35,4O4.90
05MD 61699B004 35,404.90 35,404.90 35,404.90
*STATE STREET BANK + TRUST CO SHORT TERM INVESTMENT FUND 1.000 12/31/2030
1,871,342.86 1,871,342.86 1,871,342.86
05MA 8574809S8 952,357.41 952,357.41 952,357.41
05MQ 8574809S8 1,194.81 1,194.81 1,194.81
05MV 8574809S8 830,840.89 830,840.89 830,840.89
05MW 8574809S8 86,949.75 86,949.75 86,949.75
------------ ------------------ ------------
6,938,900.19 6,938,900.19 6,938,900.19
[STATE STREET LOGO]
* Party-in-interest
Celanese Americas Retirement Savings Plan
05MK PAGE: 3
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C)DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
---------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES
UNITED STATES TREAS BDS 6.625 02/15/2027
3,827,000.00 4,559,562.83 4,855,207.74
05MA 912810EZ7 3,827,000.00 4,559,562.83 4,855,207.74
UNITED STATES TREAS BDS 6.375 08/15/2027
4,910,000.00 5,481,310.34 6,082,453.99
05MA 912810FA1 4,910,000.00 5,481,310.34 6,082,453.99
UNITED STATES TREAS BDS BD 5.250 11/15/2028
6,585,000.00 6,688,647.67 7,182,279.25
05MA 912810FF0 6,585,000.00 6,688,647.67 7,182,279.25
UNITED STATES TREAS BDS 5.250 02/15/2029
15,185,000.00 15,181,558.42 16,570,039.03
05MA 912810FG8 15,185,000.00 15,181,558.42 16,570,039.03
----------------- ------------------- -------------
30,507,000.00 31,911,079.26 34,689,980.01
[STATE STREET LOGO]
Celanese Americas Retirement Savings Plan
05MK PAGE: 4
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
------------------------------------------------------------------------------------------------------------------------------
CORPORATE STOCKS - COMMON
UBS AG COMMON STOCK
6,744.000 570,629.75 641,691.60
05MV H8920M855 6,744.000 570,629.75 641,691.60
AMERICA MOVIL S A DEC V SPONS ADR REPSTG SER L SHS
2,348.000 70,299.22 68,702.48
05MV 02364W105 2,348.000 70,299.22 68,702.48
AMGEN INC COM
8,669.000 698,691.08 683,637.34
05MV 031162100 8,669.000 698,691.08 683,637.34
AMYLIN PHARMACEUTICALS INC
5,303.000 172,394.56 211,695.76
O5MV 032346108 5,303.000 172,394.56 211,695.76
APPLE COMPUTER COM NPV
16,574.000 973,849.47 1,191,504.86
05MV 037833100 16,574.000 973,849.47 1,191,504.86
BURLINGTON NORTHN SANTA FE COM
6,612.000 372,325.93 468,261.84
05MV 12189T104 6,612.000 372,325.93 468,261.84
CVS CORP COM
9,504.000 215,869.25 251,095.68
05MV 126650100 9,504.000 215,869.25 251,095.68
CATERPILLAR INC COM
14,271.000 614,295.63 824,435.67
05MV 149123101 14,271.000 614,295.63 824,435.67
*CELANESE CORP DE COM SER A
188,555.000 3,317,810.30 3,605,171.60
05MW 150870103 188,555.000 3,317,810.30 3,605,171.60
CHICAGO MERCANTILE EXCHANGE COM
1,658.000 356,980.17 6O9,298.42
05MV 167760107 1,658.000 356,980.17 609,298.42
COUNTRYWIDE FINL CORP COM
13,939.000 444,937.22 476,574.41
05MV 222372104 13,939.000 444,937.22 476,574.41
[STATE STREET LOGO]
* Party-in-interest
Celanese Americas Retirement Savings Plan
05MK PAGE: 5
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
-------------------------------------------------------------------------------------------------------------
FEDEX CORP COM 9,791.000 799,316.78 1,012,291.49
05MV 31428X106 9,791.000 799,316.78 1,012,291.49
FOUR SEASONS HOTELS INC LTD VTG SH
3,104.000 166,560.64 154,424.00
05MV 35100E104 3,104.000 166,560.64 154,424.00
GENENTECH INC COM
19,233.000 1,012,457.40 1,779,052.50
05MV 368710406 19,233.000 1,012,457.40 1,779,052.50
GENERAL DYNAMICS CORP COM
4,193.000 437,689.28 478,211.65
05MV 369550108 4,193.000 437,689.28 478,211.65
GENERAL ELEC CO COM
21,268.000 667,294.28 745,443.40
05MV 369604103 21,268.000 667,294.28 745,443.40
GENZYME CORP COM GEN DIV
3,146.000 233,928.59 222,673.88
05MV 372917104 3,146.000 233,928.59 222,673.88
GOLDMAN SACHS GROUP INC COM
2,836.000 343,931.72 362,185.56
05MV 38141G104 2,836.000 343,931.72 362,185.56
GOOGLE INC CL A
1,834.000 421,984.30 760,853.24
O5MV 38259P508 1,834.000 421,984.30 760,853.24
HALLIBURTON CO COM
4,717.000 322,183.28 292,265.32
05MV 406216101 4,717.000 322,183.28 292,265.32
HOME DEPOT INC COM
10,046.000 398,847.82 406,662.08
05MV 437076102 10,046.000 398,847.82 406,662.08
KB HOME COM
5,492.000 315,813.78 399,048.72
05MV 48666K109 5,492.000 315,813.78 399,048.72
LEHMAN BROTHERS HLDGS INC COM
6,972.000 777,459.83 893,601.24
05MV 524908100 6,972.000 777,459.83 893,601.24
[STATE STREET LOGO]
Celanese Americas Retirement Savings Plan
05MK PAGE: 6
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I -SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
-------------------------------------------------------------------------------------------------------------
LENNAR CORP CL A
6,095.000 325,657.51 371,916.90
05MV 526057104 6,095.000 325,657.51 371,916.90
LOCKHEED MARTIN CORP COM
4,108.000 245,508.32 261,392.04
05MV 53983O109 4,108.000 245,508.32 261,392.04
LOWES COS INC USD0.50
18,203.000 1,069,191.74 1,213,411.98
05MV 548661107 18,203.000 1,069,191.74 1,213,411.98
M.D.C. HOLDINGS INC COM
3,084.000 161,957.45 191,146.32
05MV 552676108 3,084.000 161,957.45 191,146.32
MGM MIRAGEINC COM
16,275.000 616,557.90 596,804.25
05MV 552953101 16,275.000 616,557.90 596,804.25
MEDTRONIC INC COM
10,371.000 526,516.19 597,058.47
05MV 585055106 10,371.000 526,516.19 597,058.47
MOTOROLA INC COM
32,837.000 728,569.31 741,787.83
05MV 620076109 32,837.000 728,569.31 741,787.83
` PEPSICO INC COM
2,551.000 133,187.71 150,713.08
05MV 713448108 2,551.000 133,187.71 150,713.08
PROCTER AND GAMBLE CO COM
13,816.000 730,718.67 799,670.08
05MV 742718109 13,816.000 730,718.67 799,670.08
PROGRESSIVE CORP OHIO COM
2,357.000 250,075.62 275,250.46
05MV 743315103 2,357.000 250,075.62 275,250.46
QUALCOMM INC COM
17,209.000 601,564.08 741,363.72
05MV 747525103 17,209.000 601,564.08 741,363.72
QUEST DIAGNOSTICS INC COM
5,840.000 243,936.80 300,643.20
05MV 74834L100 5,840.000 243,936.80 300,643.20
[STATE STREET LOGO]
Celanese Americas Retirement Savings Plan
05MK PAGE : 7
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
------------------------------------------------------------------------------------------------------------------------
SLM CORP COM
14,070.000 572,930.40 775,116.30
05MV 78442P106 14,070.000 572,930.40 775,116.30
ST JOE CO COM
2,794.000 196,444.55 187,812.68
05MV 790148100 2,794.000 196,444.55 187,812.68
STARBUCKS CORP COM
13,758.000 303,210.42 412,877.58
05MV 855244109 13,758.000 303,210.42 412,877.58
STATION CASINOS INC
1,525.000 102,251.25 103,395.00
05MV 857689103 1,525.000 102,251.25 103,395.00
TARGET CORP COM
12,803.000 667,877.18 703,780.91
05MV 87612E106 12,803.000 667,877.18 703,780.91
TOLL BROS INC COM
3,104.000 108,025.61 107,522.56
05MV 889478103 3,104.000 108,025.61 107,522.56
TOYOTA MTR CO ADR 2 COM
5,587.000 572,493.42 584,511.94
05MV 892331307 5,587.000 572,493.42 584,511.94
UCBH HLDGS INC COM
4,631.000 92,356.38 82,802.28
05MV 90262T308 4,631.000 92,356.38 82,802.28
UNION PAC CORP COM
4,994.000 366,818.98 402,066.94
05MV 907818108 4,994.000 366,818.98 4O2,066.94
UNITEDHEALTH GROUP INC COM
33,214.000 1,057,775.84 2,063,917.96
05MV 91324P102 33,214.000 1,057,775.84 2,063,917.96
WALGREEN CO COM
4,710.000 213,197.48 208,464.60
05MV 931422109 4,710.000 213,197.48 208,464.60
WYNN RESORTS LTD COM
2,776.000 156,848.41 152,263.60
05MV 983134107 2,776.000 156,848.41 152,263.60
[STATE STREET LOGO]
Celanese Americas Retirement Savings Plan
05MK PAGE: 8
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
------------------------------------------------------------------------------------------------------------------------
YUM BRANDS INC COM
10,666.000 522,500.58 500,022.08
05MV 988498101 10,666.000 522,500.58 500,022.08
ZIMMER HOLDINGS INC COM
7,458.000 551,519.41 502,967.52
05MV 98956P102 7,458.000 551,519.41 502,967.52
-------------- ------------- -------------
621,645.000 24,823,241.49 29,567,463.02
[STATE STREET LOGO]
Celanese Americas Retirement Savings Plan
05MK PAGE: 9
PLAN YEAR ENDING:12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C)DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
---------------------------------------------------------------------------------------------------------------
LOANS TO PARTICIPANTS - OTHER
*LOANS TO PARTICIPANTS
Interest rates from 5.0% to 10.5%
12,010,037.910 12,010,037.91 12,010,037.91
05ME 53999S985 12,010,037.910 12,010,037.91 12,010,037.91
-------------- ------------- -------------
12,010,037.910 12,010,037.91 12,010,037.91
[STATE STREET LOGO]
* Party-in-interest
Celanese Americas Retirement Savings Plan
05MK PAGE: 10
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D)COST VALUE
--------------------------------------------------------------------------------------------------------------------------
COMMON/COLLECTIVE TRUSTS
ALLIANCE COLLECTIVE INVT TR BERNSTEIN STRATEGIC VALUE COL
12,999,317.032 110,463,060.70 179,390,575.01
05MB 018564823 12,999,317.032 110,463,060.70 179,390,575.01
* JPMCB SPECIAL SITUATION PROPERTY FUND
462.465 418,159.23 558,517.30
05ML 03499B925 162.224 148,465.87 195,916.55
05MN 03499b925 300.241 269,693.36 362,600.75
BGI EQUITY INDEX FUND I
2,816,934.956 79,515,440.69 106,226,617.19
05MP 05799K984 2,816,934.956 79,515,440.69 106,226,617.19
BGI RUSSEL 2000 ALPHA TILTS CL F
4,252,262.320 50,778,554.20 60,977,441.66
05MU 05999K966 4,252,262.320 50,778,554.20 60,977,441.66
CG INTL NON US EQUITY
825,361.643 19,480,350.40 23,836,444.24
05MH 12599Q971 825,361.643 19,480,350.40 23,836,444.24
* JPMCB STRATEGIC PROPERTY FND
1,455.194 1,522,632.61 1,952,883.43
05MD 46599C921 501.657 449,545.76 673,228.20
05ML 46599C921 408.065 450,951.88 547,626.90
05MN 46599C921 545.472 622,134.97 732,028.33
* JPMCB EAFE REI FUND
23,109.788 213,643.39 334,398.64
05MD 46799F989 23,109.788 213,643.39 334,398.64
* JPMBC EMERGING MARKETS EQUITY REF 29803779
22,889.409 252,103.91 515,011.70
05ML 46799G953 12,114.880 128,693.65 272,584.80
05MN 46799G953 10,774.529 123,410.26 242,426.90
* JPMBC US ACTIVE FIXED CORE FD REF 29803773
637,782.901 15,862,970.67 16,965,025.15
05MD 46799G961 388,219.351 9,444,043.36 10,326,634.73
05ML 46799G961 178,315.760 4,554,293.09 4,743,199.21
05MN 46799G961 71,247.790 1,864,634.22 1,895,191.21
* JPMBC US DISCIPLINED EQUITY FD REF 29803764
406,410.029 8,202,161.14 9,457,161.36
05MD 46799G979 163,786.326 3,171,105.40 3,811,307.80
[STATE STREET LOGO]
* Party-in-interest
Celanese Americas Retirement Savings Plan
05MK PAGE: 11
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
----------------------------------------------------------------------------------------------------------------
05ML 46799G979 132,391.867 2,715,086.16 3,080,758.74
05MN 46799G979 110,231.836 2,315,969.58 2,565,094.82
* JPMBC US ANALYST FUND REF 29803784
932,783.594 8,810,212.45 10,158,013.32
O5MD 46799G987 189,927.771 1,577,224.59 2,068,313.42
05ML 46799G987 240,843.703 2,293,687.00 2,622,787.92
05MN 46799G987 502,012.120 4,939,300.86 5,466,911.98
* JPMBC EAFE EQUITY OPP FD REF 29803782
238,650.602 2,520,945.35 3,882,845.28
05MD 467999926 39,406.903 331,670.78 641,150.31
05ML 467999926 74,182.872 788,502.88 1,206,955.32
05MN 467999926 125,060.827 1,400,771.69 2,034,739.65
* JPMBC US REAL ESTATE SECS FD REF 29803783
43,686.042 831,174.53 1,298,786.02
O5ML 467999934 14,826.920 263,499.84 440,804.33
05MN 467999934 28,859.122 567,674.69 857,981.69
* JPMBC EAFE PLUS FUND REF 29803781
200,220.341 2,737,866.78 3,251,578.33
O5ML 467999942 57,414.889 799,262.61 932,417.79
O5MN 467999942 142,805.452 1,938,604.17 2,319,160.54
* JPMBC US STRATEGIC SML CO EQ REF29803776
172, 117.297 3,448,753.29 4,931,160.54
05MD 47299X926 35,900.097 570,573.50 1,028,537.77
O5ML 47299X926 54,535.268 1,117,615.10 1,562,435.42
O5MN 47299X926 81,681.932 1,760,564.69 2,340,187.35
* JPMBC CORP HIGH YIELD FD REF 29803775
62,752.990 939,799.02 1,132,063.93
O5ML 47299X934 28,180.731 413,739.51 508,380.38
O5MN 47299X934 34,572.259 526,059.51 623,683.55
* JPMBC EMERGING MKTS FIX INC FD REF 29803773
45,974.828 956,869.69 1,416,944.19
O5ML 47299X942 20,646.510 416,998.25 636,325.43
O5MN 47299X942 25,328.318 539,871.44 780,618.76
* JPMBC EMG MKTS FOCUSED FUND REF 29803785
17,022.578 227,728.08 490,080.02
O5MN 47299X967 17,022.578 227,728.08 490,080.02
------------------ -------------- --------------
23,699,194.009 307,182,426.13 426,775,547.31
[STATE STREET LOGO]
* Party-in-interest
Celanese Americas Retirement Savings Plan
05MK PAGE: 12
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (C) DESCRIPTION OF INVESTMENT RATE MAT DATE (E) CURRENT
FUND (B) IDENTITY OF ISSUER SHARES/PAR (D) COST VALUE
----------------------------------------------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANY
PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD II ADMIN CL
952,592.789 9,867,029.69 9,506,876.04
05MG 693390544 952,592.789 9,867,029.69 9,506,876.04
------------------- ------------ ------------
952,592.789 9,867,029.69 9,506,876.04
[STATE STREET LOGO]
Celanese Americas Retirement Savings Plan
05MK PAGE: 13
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A) (E) CURRENT
FUND (B) IDENTITY OF ISSUER VALUE
--------------------------------------------------------------------------------
INSURANCE CO. GENERAL ACCOUNT [Underlying assets]
Liquidity Cash 673,938
U.S. Treasury Note 148,289
JPMCB Intermediate Bond Fund 184,225,564*
Bank of America - wrapper 734,125
Caisse Depots Et Consignations - wrapper 734,125
State Street Bank - wrapper 734,345*
--------------
Contract Value of Benefit Responsive
Synthetic GIC 187,250,386
[STATE STREET LOGO]
* Party-in-interest
Celanese Americas Retirement Savings Plan
05MK PAGE: 14
PLAN YEAR ENDING: 12/31/05
COMPOSITE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
ASSET CATEGORY UNITS COST CURRENT VALUE
----------------------------------------------------------------------------------
INTEREST BEARING CASH 6,938,900.190 6,938,900.19 6,938,900.19
CERTIFICATES OF DEPOSIT 0.000 0.00 0.00
U.S. GOVERNMENT SECURITIES 30,507,000.000 31,911,079.26 34,689,980.01
CORP. DEBT INSTR. - PREFERRED 0.000 0.00 0.00
CORP. DEBT INSTR. - ALL OTHER 0.000 0.00 0.00
CORPORATE STOCKS - PREFERRED 0.000 0.00 0.00
CORPORATE STOCKS - COMMON 621,645.000 24,823,241.49 29,567,463.02
PARTN./JOINT VENTURE INTERESTS 0.000 0.00 0.00
REAL ESTATE-INCOME PRODUCING 0.000 0.00 0.00
REAL ESTATE-NON INC. PRODUCING 0.000 0.00 0.00
LOANS SECURED BY MTGES-RESID 0.000 0.00 0.00
LOANS SECURED BY MTGES-COM'L 0.000 0.00 0.00
LOANS TO PARTIC. - MORTGAGES 0.000 0.00 0.00
LOANS TO PARTICIPANTS - OTHER 12,010,037.910 12,010,037.91 12,010,037.91
(Interest rates range from
5% to 10.5%)
OTHER 0.000 0.00 0.00
COMMON/COLLECTIVE TRUSTS 23,699,194.009 307,182,426.13 426,775,547.31
POOLED SEPARATE ACCOUNTS 0.000 0.00 0.00
103-12 INVESTMENTS 0.000 0.00 0.00
REGISTERED INVESTMENT COMPANY 952,592.789 9,867,029.69 9,506,876.04
INSURANCE CO. GENERAL ACCOUNT 187,250,386.400 187,250,386.40 187,250,386.40
** ASSET CATEGORY NOT FOUND ** 0.000 0.00 0.00
GRAND TOTALS 261,979,756.298 579,983,101.07 706,739,190.88
=============== ============== ==============
See report of independent registered public accounting firm.
RUN DATE: 04/03/06 [STATE STREET LOGO]
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
Date: June 27, 2006 By: /s/ Steven M. Sterin
---------------------------------------------
Steven M. Sterin
Vice President, Controller, and Principal
Accounting Officer of Celanese Corporation
Vice President and Corporate Controller of
Celanese Americas Corporation
25
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
23.1 Consent of Independent Registered Public Accounting Firm
26