-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dh7pHaUoyVbBgtdxkNWP17XOOScYcjdaZKzXbpF1YYiKbmJn65/LFjrN9ei5Vidh JIieVooq27XYV/mPkssIOQ== 0001068800-05-000492.txt : 20050801 0001068800-05-000492.hdr.sgml : 20050801 20050801171532 ACCESSION NUMBER: 0001068800-05-000492 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13255 FILM NUMBER: 05989179 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 10-Q 1 sol10q.txt - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-13255 --------- SOLUTIA INC. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 43-1781797 -------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760 - --------------------------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 674-1000 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING TWELVE MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT). YES X NO . --- --- INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. OUTSTANDING AT CLASS JUNE 30, 2005 ----- ------------- COMMON STOCK, $0.01 PAR VALUE 104,459,578 SHARES ----------------------------- ------------------ - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SOLUTIA INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 2005 2004 2005 2004 ---- ---- ---- ---- NET SALES ......................................................... $ 747 $ 700 $1,480 $1,344 Cost of goods sold................................................. 643 656 1,269 1,229 ----- ------ ------ ------ GROSS PROFIT....................................................... 104 44 211 115 Marketing expenses................................................. 35 40 68 74 Administrative expenses............................................ 25 33 49 58 Technological expenses............................................. 11 16 22 26 Amortization expense............................................... -- 1 -- 1 ----- ------ ------ ------ OPERATING INCOME (LOSS)............................................ 33 (46) 72 (44) Equity earnings (loss) from affiliates............................. 21 (3) 35 (12) Interest expense (a)............................................... (22) (23) (44) (72) Other income, net.................................................. 4 -- 6 -- Loss on debt modification.......................................... -- -- -- (15) Reorganization items, net.......................................... (15) (24) (20) (49) ----- ------ ------ ------ INCOME (LOSS) BEFORE INCOME TAX EXPENSE............................ 21 (96) 49 (192) Income tax expense................................................. 7 2 14 6 ----- ------ ------ ------ NET INCOME (LOSS).................................................. $ 14 $ (98) $ 35 $ (198) ===== ====== ====== ====== BASIC AND DILUTED EARNINGS (LOSS) PER SHARE........................ $0.13 $(0.94) $ 0.33 $(1.90) BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING.............. 104.5 104.5 104.5 104.5 ===== ===== ===== ===== (a) Interest expense excludes unrecorded contractual interest expense of $8 for the three months ended June 30, 2005 and 2004, and $16 for the six months ended June 30, 2005 and 2004.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (DOLLARS IN MILLIONS) (UNAUDITED)
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 2005 2004 2005 2004 ---- ---- ---- ---- NET INCOME (LOSS)................................................ $ 14 $ (98) $ 35 $ (198) OTHER COMPREHENSIVE INCOME (LOSS): Currency translation adjustments ................................ (2) 1 (7) (1) Minimum pension liability adjustments, net of tax ............... -- 18 -- 18 ----- ------ ---- ------ COMPREHENSIVE INCOME (LOSS)...................................... $ 12 $ (79) $ 28 $ (181) ===== ====== ==== ====== See accompanying Notes to Condensed Consolidated Financial Statements.
1 SOLUTIA INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
JUNE 30, DECEMBER 31, 2005 2004 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents................................................. $ 79 $ 115 Trade receivables, net of allowances of $9 and $11 in 2005 and 2004....... 295 286 Miscellaneous receivables ................................................ 73 93 Inventories............................................................... 245 239 Prepaid expenses and other assets......................................... 29 45 --------- -------- TOTAL CURRENT ASSETS...................................................... 721 778 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $2,498 in 2005 and $2,511 in 2004.................................... 802 841 INVESTMENTS IN AFFILIATES................................................. 200 177 GOODWILL.................................................................. 76 76 IDENTIFIED INTANGIBLE ASSETS, net ........................................ 36 38 OTHER ASSETS.............................................................. 131 166 --------- -------- TOTAL ASSETS.............................................................. $ 1,966 $ 2,076 ========= ======== LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable ......................................................... $ 176 $ 198 Accrued liabilities ...................................................... 232 283 Short-term debt .......................................................... 300 300 --------- -------- TOTAL CURRENT LIABILITIES ................................................ 708 781 LONG-TERM DEBT ........................................................... 251 285 OTHER LIABILITIES ........................................................ 259 267 --------- -------- TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE............................... 1,218 1,333 LIABILITIES SUBJECT TO COMPROMISE ........................................ 2,164 2,187 SHAREHOLDERS' DEFICIT: Common stock (authorized, 600,000,000 shares, par value $0.01) Issued: 118,400,635 shares in 2005 and 2004........................... 1 1 Additional contributed capital........................................ 56 56 Treasury stock, at cost (13,941,057 shares in 2005 and 2004).......... (251) (251) Net deficiency of assets at spinoff....................................... (113) (113) Accumulated other comprehensive loss...................................... (82) (75) Accumulated deficit....................................................... (1,027) (1,062) --------- -------- TOTAL SHAREHOLDERS' DEFICIT............................................... (1,416) (1,444) --------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT............................... $ 1,966 $ 2,076 ========= ======== See accompanying Notes to Condensed Consolidated Financial Statements.
2 SOLUTIA INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN MILLIONS) (UNAUDITED)
SIX MONTHS ENDED JUNE 30, -------------------------- 2005 2004 ---- ---- DECREASE IN CASH AND CASH EQUIVALENTS OPERATING ACTIVITIES: Net income (loss).............................................................. $ 35 $ (198) Adjustments to reconcile to Cash From Operations: Depreciation and amortization............................................. 59 64 Restructuring expenses and other charges.................................. (4) 138 Amortization of deferred credits.......................................... (4) (19) Other, net................................................................ (1) 3 Changes in assets and liabilities: Income and deferred taxes............................................ (10) (2) Trade receivables.................................................... (9) (60) Inventories.......................................................... (6) (8) Accounts payable..................................................... (22) 77 Liabilities subject to compromise.................................... (23) (27) Other assets and liabilities......................................... (41) 28 ----- ------ CASH USED IN OPERATING ACTIVITIES.............................................. (26) (4) ----- ------ INVESTING ACTIVITIES: Property, plant and equipment purchases........................................ (29) (22) Acquisition and investment payments............................................ -- (36) Other investing activities..................................................... 2 -- ----- ------ CASH USED IN INVESTING ACTIVITIES.............................................. (27) (58) ----- ------ FINANCING ACTIVITIES: Net change in short-term debt obligations...................................... -- (361) Proceeds from long-term debt obligations....................................... -- 300 Net change in cash collateralized letters of credit............................ 17 76 Deferred debt issuance costs................................................... -- (13) Other financing activities..................................................... -- (1) ----- ------ CASH PROVIDED BY FINANCING ACTIVITIES.......................................... 17 1 ----- ------ DECREASE IN CASH AND CASH EQUIVALENTS.......................................... (36) (61) CASH AND CASH EQUIVALENTS: BEGINNING OF YEAR.............................................................. 115 159 ----- ------ END OF PERIOD.................................................................. $ 79 $ 98 ===== ====== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash payments for reorganization items......................................... $ (30) $ (16) ===== ====== See accompanying Notes to Condensed Consolidated Financial Statements.
3 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 1. NATURE OF OPERATIONS AND BANKRUPTCY PROCEEDINGS Nature of Operations Solutia Inc., together with its subsidiaries (referred to herein as "Solutia" or the "Company"), is a global manufacturer and marketer of a variety of high-performance chemical-based materials. Solutia is a world leader in performance films for laminated safety glass and after-market applications; specialty products such as water treatment chemicals, heat transfer fluids and aviation hydraulic fluids; and an integrated family of nylon products including high-performance polymers and fibers. Prior to September 1, 1997, Solutia was a wholly-owned subsidiary of the former Monsanto Company (now known as Pharmacia Corporation, a wholly-owned subsidiary of Pfizer, Inc.). On September 1, 1997, Pharmacia distributed all of the outstanding shares of common stock of Solutia as a dividend to Pharmacia stockholders (the "spinoff"). As a result of the spinoff, on September 1, 1997, Solutia became an independent publicly held company and its operations ceased to be owned by Pharmacia. A net deficiency of assets of $113 resulted from the spinoff. Bankruptcy Proceedings Overview - -------- On December 17, 2003, Solutia Inc. and its 14 U.S. subsidiaries (collectively, "Debtors") filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The cases were consolidated for the purpose of joint administration and were assigned case number 03-17949 (PCB). Solutia's subsidiaries outside the United States were not included in the Chapter 11 filing. The filing was made to restructure Solutia's balance sheet by reducing indebtedness to appropriate levels, to streamline operations and reduce costs, in order to allow Solutia to emerge from Chapter 11 as a viable going concern, and to obtain relief from the negative financial impact of liabilities for litigation, environmental remediation and certain postretirement benefits and liabilities under operating contracts, all of which were assumed by Solutia at the time of the spinoff (collectively, "legacy liabilities"). These factors, combined with the weakened state of the chemical manufacturing sector, general economic conditions and continuing high, volatile energy and crude oil costs have been an obstacle to Solutia's financial stability and success. Under Chapter 11, Solutia is operating its businesses as a debtor-in-possession ("DIP") under bankruptcy court protection from creditors and claimants. Since the Chapter 11 filing, all orders sufficient to enable Solutia to conduct normal business activities, including the approval of Solutia's DIP financing, have been entered by the bankruptcy court. While Solutia is subject to Chapter 11, all transactions not in the ordinary course of business require the prior approval of the bankruptcy court. As a consequence of the Chapter 11 filing, pending litigation against Solutia is generally stayed, and no party may take any action to collect its pre-petition claims except pursuant to an order of the bankruptcy court. November 30, 2004 was the last date by which holders of pre-petition claims against the Debtors could file proofs of claim with respect to such claims. Any holder of a claim that was required to file a proof of claim by November 30, 2004, and did not do so, may be barred from asserting such claim against the Debtors and, accordingly, may not be able to participate in any distribution with respect to such claim. Differences between claim amounts identified by the Debtors and proofs of claim filed by claimants will be investigated and resolved in connection with the Debtors' claims resolution process, and only holders of claims that are ultimately allowed for purposes of the Chapter 11 case will be entitled to distributions. Solutia has not yet fully completed its analysis of all the proofs of claim. Because 4 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) the settlement terms of allowed claims are subject to a confirmed plan of reorganization, the ultimate distribution with respect to allowed claims is not presently ascertainable. On June 7, 2005, Solutia reached an agreement-in-principle with Monsanto Company ("Monsanto") and the Official Committee of Unsecured Creditors in Solutia's Chapter 11 case (the "Unsecured Creditors' Committee") that will serve as a framework for Solutia's plan of reorganization. The agreement-in-principle is subject to the negotiation of definitive documents, approval by Solutia's board of directors and various other conditions and contingencies, some of which are not within the control of Solutia, Monsanto or the Unsecured Creditors' Committee. Until a plan of reorganization consistent with the terms of the agreement-in-principle is confirmed by the bankruptcy court, the terms of the agreement-in-principle are not binding upon any party. Under the agreement-in-principle, Solutia would emerge from bankruptcy as an independent publicly held company. The agreement-in-principle provides for $250 of new investment in a reorganized Solutia which would be used to pay retiree benefits to those who retired prior to the spinoff, certain environmental remediation obligations of Solutia and other legacy liabilities. The $250 would be raised in a rights offering to Solutia's unsecured creditors. Monsanto would be obligated to backstop the rights offering, exercising any rights not exercised by the unsecured creditors. The agreement-in-principle also provides that Monsanto would pay environmental remediation costs at sites that have not been owned or operated by Solutia, and to which waste has not been sent, since the spinoff, provides a mechanism for sharing between Monsanto and Solutia responsibility for environmental liabilities at certain sites adjacent to the Anniston, Alabama and Sauget, Illinois plant locations, and provides that Monsanto would contribute $107, less certain expenses incurred, and litigation settlement costs paid, by Monsanto during the course of Solutia's Chapter 11 case, to make distributions to the holders of certain unsecured claims, including current tort and other legacy litigation claims. The agreement-in-principle provides that Solutia will continue to pay its annual installment and education fund obligations relating to the August 2003 Anniston polychlorinated biphenyls ("PCBs") settlement and education fund obligations relating to the Anniston Partial Consent Decree (as described in Note 7). The agreement-in-principle provides for pay-off of Solutia's secured debt and debtor-in-possession financing from an exit financing package to be arranged by Solutia and does not require termination of Solutia's pension plans. However, the agreement-in-principle does not provide for distributions to the holders of Solutia's existing equity. Solutia's existing shares of common stock, as well as options and warrants to purchase its common stock, would be cancelled and holders of Solutia's common stock, including options and warrants to purchase Solutia's common stock, would receive no consideration for that stock or those options and warrants. Although the agreement-in-principle does not provide for any distributions to holders of Solutia's existing equity, the Official Committee of Equity Security Holders in Solutia's bankruptcy case has filed a complaint against Pharmacia and Monsanto and an objection to the proofs of claim filed by Monsanto and Pharmacia in Solutia's bankruptcy, arguing that holders of Solutia's existing equity are entitled to some form of distribution. This complaint is more fully described in Note 7. Although the agreement-in-principle provides for distributions of common stock in a reorganized Solutia to holders of allowed unsecured claims, Solutia is unable to predict what recovery its plan of reorganization will provide to these holders of unsecured claims. The ultimate ownership interests in the reorganized Solutia held by Monsanto and other holders of unsecured claims will depend on, among other factors, the amount of allowed unsecured claims in the bankruptcy case and the number of rights exercised by unsecured creditors in the rights offering. Prior to exiting from Chapter 11, the bankruptcy court must confirm a plan of reorganization that satisfies the requirements of the U.S. Bankruptcy Code. As provided by the U.S. Bankruptcy Code, Solutia had the exclusive right to propose a plan of reorganization for 120 days following the Chapter 11 filing date. The bankruptcy court has subsequently approved several extensions of the exclusivity period, the most recent of which is set to expire on 5 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) October 10, 2005. Although Solutia expects to receive further extensions of the exclusivity period, no assurance can be given that any such future extension requests will be granted by the bankruptcy court. Solutia plans to file with the bankruptcy court a plan of reorganization and disclosure statement consistent with the terms of the agreement-in-principle that provide for Solutia's emergence from bankruptcy as a going concern. There can be no assurance, however, that such a plan of reorganization would be confirmed by the bankruptcy court or that such plan would be implemented successfully. Basis of Presentation - --------------------- These financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in Solutia's 2004 Annual Report on Form 10-K ("2004 Form 10-K"), filed with the Securities and Exchange Commission ("SEC") on March 10, 2005. The condensed consolidated financial statements have been prepared in accordance with Statement of Position 90-7 ("SOP 90-7"), Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, and on a going concern basis, which assumes the continuity of operations and reflects the realization of assets and satisfaction of liabilities in the ordinary course of business. Continuation of the Company as a going concern is contingent upon, among other things, Solutia's ability (i) to comply with the terms and conditions of its DIP financing; (ii) to obtain confirmation of a plan of reorganization under the U.S. Bankruptcy Code; (iii) to return to profitability; (iv) to generate sufficient cash flow from operations; and (v) to obtain financing sources to meet the Company's future obligations. These matters create substantial doubt about the Company's ability to continue as a going concern. The condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties. Additionally, a plan of reorganization could materially change amounts reported in the condensed consolidated financial statements, which do not give effect to all adjustments of the carrying value of assets and liabilities that are necessary as a consequence of reorganization under Chapter 11. The accompanying unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods reported. Such adjustments are of a normal, recurring nature. In addition, footnote disclosures which would substantially duplicate the disclosures in the audited consolidated financial statements have been omitted in the accompanying unaudited condensed consolidated financial statements. The results of operations for the three and six month periods ended June 30, 2005 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications of prior year's financial information have been made to conform to the 2005 presentation. Condensed Consolidating Financial Statements - -------------------------------------------- Condensed consolidating financial statements for Solutia and subsidiaries in reorganization and subsidiaries not in reorganization as of June 30, 2005 and December 31, 2004, and for the three and six months ended June 30, 2005 and June 30, 2004 are presented below. These condensed consolidating financial statements include investments in subsidiaries carried under the equity method. 6 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2005
SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ ASSETS Current assets ................................... $ 434 $ 369 $ (82) $ 721 Property, plant and equipment, net................ 677 125 -- 802 Investment in subsidiaries and affiliates......... 358 220 (378) 200 Goodwill and identified intangible assets, net.... 101 11 -- 112 Other assets...................................... 85 46 -- 131 --------------------------------------------------------------------------- TOTAL ASSETS................................... $ 1,655 $ 771 $ (460) $ 1,966 =========================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities .............................. $ 700 $ 175 $ (167) $ 708 Long-term debt.................................... -- 251 -- 251 Other liabilities................................. 207 52 -- 259 --------------------------------------------------------------------------- TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE....... 907 478 (167) 1,218 LIABILITIES SUBJECT TO COMPROMISE................. 2,164 -- -- 2,164 TOTAL SHAREHOLDERS' EQUITY (DEFICIT).............. (1,416) 293 (293) (1,416) --------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 1,655 $ 771 $ (460) $ 1,966 ===========================================================================
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2004
SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ ASSETS Current assets.................................... $ 476 $ 390 $ (88) $ 778 Property, plant and equipment, net................ 701 140 -- 841 Investment in subsidiaries and affiliates......... 324 232 (379) 177 Goodwill and identified intangible assets, net.... 102 12 -- 114 Other assets...................................... 110 56 -- 166 ------------------------------------------------------------------------ TOTAL ASSETS................................... $ 1,713 $ 830 $ (467) $ 2,076 ======================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities............................... $ 758 $ 202 $ (179) $ 781 Long-term debt.................................... -- 285 -- 285 Other liabilities................................. 212 55 -- 267 ------------------------------------------------------------------------ TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE....... 970 542 (179) 1,333 LIABILITIES SUBJECT TO COMPROMISE................. 2,187 -- -- 2,187 TOTAL SHAREHOLDERS' EQUITY (DEFICIT).............. (1,444) 288 (288) (1,444) ------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) ................................... $ 1,713 $ 830 $ (467) $ 2,076 ========================================================================
7 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2005
SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ NET SALES................................. $ 602 $ 245 $ (100) $ 747 Cost of goods sold........................ 540 208 (105) 643 ------------------------------------------------------------ GROSS PROFIT.............................. 62 37 5 104 Marketing, administrative and technological expenses................................ 55 16 -- 71 ------------------------------------------------------------ OPERATING INCOME ......................... 7 21 5 33 Equity earnings (loss) from affiliates.... 32 (1) (10) 21 Interest expense.......................... (16) (6) -- (22) Other income, net......................... 5 5 (6) 4 Reorganization items, net................. (13) (2) -- (15) ------------------------------------------------------------ INCOME BEFORE INCOME TAX EXPENSE ......... 15 17 (11) 21 Income tax expense ....................... 1 6 -- 7 ------------------------------------------------------------ NET INCOME ............................... $ 14 $ 11 $ (11) $ 14 ============================================================ CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ NET SALES................................. $1,195 $488 $(203) $1,480 Cost of goods sold........................ 1,076 410 (217) 1,269 ------------------------------------------------------------ GROSS PROFIT.............................. 119 78 14 211 Marketing, administrative and technological expenses................................ 107 32 -- 139 ------------------------------------------------------------ OPERATING INCOME ......................... 12 46 14 72 Equity earnings (loss) from affiliates.... 64 (2) (27) 35 Interest expense.......................... (32) (12) -- (44) Other income, net......................... 11 7 (12) 6 Reorganization items, net................. (18) (2) -- (20) ------------------------------------------------------------ INCOME BEFORE INCOME TAX EXPENSE ......... 37 37 (25) 49 Income tax expense ....................... 2 12 -- 14 ------------------------------------------------------------ NET INCOME ............................... $ 35 $ 25 $ (25) $ 35 ============================================================ 8 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2004 SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ NET SALES................................. $ 573 $ 224 $ (97) $ 700 Cost of goods sold........................ 575 184 (103) 656 ------------------------------------------------------------ GROSS PROFIT.............................. (2) 40 6 44 Marketing, administrative and technological expenses................................ 74 15 -- 89 Amortization expense...................... -- 1 -- 1 ------------------------------------------------------------ OPERATING INCOME (LOSS)................... (76) 24 6 (46) Equity earnings (loss) from affiliates.... 13 (2) (14) (3) Interest expense.......................... (17) (6) -- (23) Other income, net......................... 6 -- (6) -- Reorganization items, net................. (24) -- -- (24) ------------------------------------------------------------ INCOME (LOSS) BEFORE INCOME TAX EXPENSE .. (98) 16 (14) (96) Income tax expense ....................... -- 2 -- 2 ------------------------------------------------------------ NET INCOME (LOSS)......................... $ (98) $ 14 $ (14) $ (98) ============================================================ CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ NET SALES................................. $1,097 $433 $(186) $1,344 Cost of goods sold........................ 1,068 360 (199) 1,229 ------------------------------------------------------------ GROSS PROFIT.............................. 29 73 13 115 Marketing, administrative and technological expenses................................ 128 30 -- 158 Amortization expense...................... -- 1 -- 1 ------------------------------------------------------------ OPERATING INCOME (LOSS)................... (99) 42 13 (44) Equity loss from affiliates............... (4) -- (8) (12) Interest expense.......................... (59) (13) -- (72) Other income (expense), net............... 13 (2) (11) -- Loss on debt modification................. -- (15) -- (15) Reorganization items, net................. (49) -- -- (49) ------------------------------------------------------------ INCOME (LOSS) BEFORE INCOME TAX EXPENSE .. (198) 12 (6) (192) Income tax expense ....................... -- 6 -- 6 ------------------------------------------------------------ NET INCOME (LOSS)......................... $ (198) $ 6 $ (6) $ (198) ============================================================ 9 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2005 SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ Net Cash Provided by (Used in) Operating Activities................................ $(41) $15 $-- $(26) Net Cash Used in Investing Activities....... (21) (6) -- (27) Net Cash Provided by (Used in) Financing Activities................................ 24 (7) -- 17 ------------------------------------------------------------ Net Increase (Decrease) in Cash and Cash Equivalents............................... (38) 2 -- (36) Cash and Cash Equivalents: Beginning of year........................ 50 65 -- 115 ------------------------------------------------------------ End of period............................ $ 12 $67 $-- $ 79 ============================================================ CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2004 SOLUTIA AND SUBSIDIARIES SOLUTIA AND SUBSIDIARIES IN NOT IN SUBSIDIARIES REORGANIZATION REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- -------------- ------------ ------------ Net Cash Provided by (Used in) Operating Activities................................ $(16) $ 12 $-- $ (4) Net Cash Used in Investing Activities....... (48) (10) -- (58) Net Cash Provided by (Used in) Financing Activities................................ (9) 10 -- 1 ------------------------------------------------------------ Net Increase (Decrease) in Cash and Cash Equivalents............................... (73) 12 -- (61) Cash and Cash Equivalents: Beginning of year........................ 125 34 -- 159 ------------------------------------------------------------ End of period............................ $ 52 $ 46 $-- $ 98 ============================================================
Recently Issued Accounting Pronouncements In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment ("SFAS 123R"). SFAS 123R replaced SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), and superseded Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values and eliminates the alternative method of accounting for employee share-based payments previously available under APB 25. Historically Solutia has elected to follow the guidance of APB 25 which allowed Solutia to use the intrinsic value method of accounting to value its share-based payment transactions with employees. Based on this method, Solutia did not recognize compensation expense in its consolidated financial statements as the stock options granted had an exercise price equal to the fair market value of the underlying common stock on the date of the grant. SFAS 123R requires measurement of the cost of share-based payment transactions to employees at the fair value of the award on the grant date and recognition of expense over the required service or vesting period. Solutia is required to adopt SFAS 123R by January 1, 2006. The impact on Solutia's earnings will include the remaining amortization of the fair value of existing options currently disclosed as pro-forma expense in Note 3 and is contingent upon the number of future options granted, the selected transition method and the selection among acceptable valuation methodologies for valuing options. 10 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 2. LIABILITIES SUBJECT TO COMPROMISE AND REORGANIZATION ITEMS, NET Liabilities Subject to Compromise Under Chapter 11 of the U.S. Bankruptcy Code, certain claims against Solutia in existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while Solutia continues business operations as a debtor-in-possession. These estimated claims are reflected in the Condensed Consolidated Statement of Financial Position as Liabilities Subject to Compromise as of June 30, 2005 and December 31, 2004 and are summarized in the table below. Such claims remain subject to future adjustments. Adjustments may result from actions of the bankruptcy court, negotiations with claimants, rejection or assumption of executory contracts, determination of value of any collateral securing claims, reconciliation of proofs of claim or other events. Solutia has received approval from the bankruptcy court to pay or otherwise honor certain of its pre-petition obligations, including (i) certain pre-petition compensation to employees and employee-equivalent independent contractors; (ii) business expenses of employees; (iii) obligations under employee benefit plans; (iv) employee payroll deductions and withholdings; (v) costs and expenses incident to the foregoing payments (including payroll-related taxes and processing costs); (vi) certain pre-petition workers' compensation claims, premiums and related expenses; (vii) certain pre-petition trust fund and franchise taxes; (viii) pre-petition claims of certain contractors, freight carriers, processors, customs brokers and related parties; (ix) customer accommodation programs; and (x) pre-petition claims of critical vendors in the ordinary course of business. Accordingly, these pre-petition items have been excluded from Liabilities Subject to Compromise as of June 30, 2005 and December 31, 2004, as applicable. The amounts subject to compromise consisted of the following items:
JUNE 30, DECEMBER 31, 2005 2004 ---- ---- Postretirement benefits (a)............................... $1,080 $1,090 Litigation reserves (b)................................... 141 141 Accounts payable (c)...................................... 118 130 Environmental reserves (d)................................ 82 82 Other miscellaneous liabilities........................... 75 76 6.72% debentures due 2037(e).............................. 150 150 7.375% debentures due 2027(e)............................. 300 300 11.25% notes due 2009 (f)................................. 223 223 Other (g)................................................. 43 43 ------ ------ 716 716 Unamortized debt discount and debt issuance costs......... (48) (48) ------ ------ TOTAL DEBT SUBJECT TO COMPROMISE..................... 668 668 ------ ------ TOTAL LIABILITIES SUBJECT TO COMPROMISE................... $2,164 $2,187 ====== ====== (a) Postretirement benefits include Solutia's domestic (i) qualified pension plan liabilities of $454 and $445 as of June 30, 2005 and December 31, 2004, respectively; (ii) non-qualified pension plan liabilities of $19 and $18 as of June 30, 2005 and December 31, 2004, respectively; and (iii) other postretirement benefits liabilities of $607 and $627 as of June 30, 2005 and December 31, 2004, respectively. Pursuant to a bankruptcy court order, Solutia made payments with respect to other postretirement obligations of approximately $41 in the six months ended June 30, 2005. (b) An automatic stay has been imposed against the commencement or continuation of legal proceedings against Solutia outside of the bankruptcy court process. Consequently, Solutia's accrued liability with respect to pre-petition legal proceedings has been classified as subject to compromise as of June 30, 2005 and December 31, 2004. (c) Pursuant to bankruptcy court orders, Solutia settled certain accounts payable liabilities subject to compromise in the six months ended June 30, 2005. 11 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) (d) Represents remediation obligations related primarily to properties that are not owned or operated by Solutia, including non-owned properties adjacent to plant sites and certain owned offsite disposal locations. See Note 7 for further disclosure with respect to ongoing legal proceedings concerning environmental liabilities subject to compromise. (e) While operating during the Chapter 11 bankruptcy proceedings, Solutia has ceased recording interest on its 6.72% debentures due 2037 and its 7.375% debentures due 2027. The amount of contractual interest expense not recorded in the six months ended June 30, 2005 was approximately $16. (f) Pursuant to a bankruptcy court order, Solutia is required to continue payments of the contractual interest on its 11.25% notes due 2009 as a form of adequate protection under the U.S. Bankruptcy Code; provided, however, that Solutia's official committee of unsecured creditors (the "Creditors' Committee") has the right at any time, and Solutia has the right at any time after the payment of the contractual interest due in July 2005, to seek to terminate Solutia's obligation to continue making the interest payments. Solutia or the Creditors' Committee could successfully terminate all or part of Solutia's interest payment obligations only after a showing that the noteholders are not entitled to adequate protection, which would depend, among other things, on the value of the collateral securing the notes as of December 17, 2003, and whether that value is decreasing during the course of Solutia's bankruptcy case. The amount of contractual interest paid with respect to these notes was approximately $13 in the six months ended June 30, 2005, and the accrued interest related to these notes was included in Accrued Liabilities classified as not subject to compromise as of June 30, 2005 and December 31, 2004. (g) Represents the debt obligation incurred upon the consolidation of the assets and liabilities of a synthetic lease structure consolidated as part of the adoption of FASB Interpretation No. 46, Consolidation of Variable Interest Entities. The obligation, representing the synthetic lease arrangement with respect to Solutia's headquarters building, was reclassified to liabilities subject to compromise in 2004 as Solutia believes it is unable to continue to perform on this debt obligation.
Reorganization Items, Net Reorganization items, net are presented separately in the Condensed Consolidated Statement of Operations and represent items of income, expense, gain or loss that are realized or incurred by Solutia because it is in reorganization under Chapter 11 of the U.S. Bankruptcy Code. Reorganization items, net consisted of the following items:
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 2005 2004 2005 2004 ---- ---- ---- ---- Professional fees (a) ........................ $(13) $(11) $(24) $(24) Contract termination costs (b) ............... -- (11) -- (20) Severance and employee retention costs (c)... (2) (4) (8) (7) Adjustments to allowed claim amounts (d) ..... -- -- (11) -- Settlements of pre-petition claims (e) ....... -- 2 29 2 Other ........................................ -- -- (6) -- ---- ---- ---- ---- TOTAL REORGANIZATION ITEMS, NET .............. $(15) $(24) $(20) $(49) ==== ==== ==== ==== (a) Professional fees for services provided by debtor and creditor professionals directly related to Solutia's reorganization proceedings. (b) Asset write-offs associated with contract rejections and terminations resulting from the ongoing reorganization-related evaluation of the financial viability of Solutia's existing contracts. (c) Expense provisions related to (i) employee severance costs incurred directly as part of the Chapter 11 reorganization process and (ii) a retention plan for certain Solutia employees approved by the bankruptcy court. (d) Adjustments to record certain pre-petition claims at estimated amounts of the allowed claims. (e) Represents the difference between the settlement amount of certain pre-petition obligations and the corresponding amounts previously recorded.
12 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 3. STOCK OPTION PLANS Solutia applies APB No. 25 for measurement and recognition of stock-based transactions with employees. Accordingly, no compensation cost has been recognized for Solutia's option plans in the Condensed Consolidated Statement of Operations, as all options granted under the plans had an exercise price equal to the market value of the Company's stock on the date of the grant. However, see Note 1 for a summary of expected future changes in accounting practices with respect to Solutia's stock option plans based upon Solutia's required adoption of SFAS No. 123R no later than January 1, 2006. The following table illustrates the effect on net income (loss) and income (loss) per share if the fair value based method had been applied to all outstanding and unvested awards:
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 2005 2004 2005 2004 ---- ---- ---- ---- NET INCOME (LOSS): As reported.................................... $ 14 $ (98) $ 35 $ (198) Deduct: Total stock-based employee compensation expense determined using the Black-Scholes option-pricing model for all awards, net of tax......................... -- (1) -- (2) ------ ------ ------ ------ Pro forma...................................... $ 14 $ (99) $ 35 $ (200) ====== ====== ====== ====== INCOME (LOSS) PER SHARE: Basic and diluted - as reported................ $ 0.13 $(0.94) $ 0.33 $(1.90) Basic and diluted - pro forma.................. $ 0.13 $(0.95) $ 0.33 $(1.92)
Compensation expense resulting from the fair value method may not be representative of compensation expense to be incurred on a pro forma basis in future years. The fair value of each option grant is estimated on the date of grant by use of the Black-Scholes option-pricing model. In addition, Solutia believes that its plan of reorganization will provide for cancellation of its existing shares of common stock, as well as options and warrants to purchase its common stock, and that it is unlikely that holders of options to purchase Solutia's common stock will receive any consideration for those options in such a plan of reorganization. 4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill of $76 at both June 30, 2005 and December 31, 2004 was allocated to the CPFilms reporting unit within the Performance Products and Services segment. There were no changes to the net carrying amount of goodwill during the six months ended June 30, 2005. 13 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Identified Intangible Assets Identified intangible assets generally are comprised of i) amortizable contract-based intangible assets with finite useful lives, and ii) indefinite-lived trademarks not subject to amortization. These intangible assets are summarized in aggregate as follows:
JUNE 30, 2005 DECEMBER 31, 2004 ----------------------------------- ----------------------------------- GROSS NET GROSS NET CARRYING ACCUMULATED CARRYING CARRYING ACCUMULATED CARRYING VALUE AMORTIZATION VALUE VALUE AMORTIZATION VALUE ----------------------------------- ----------------------------------- Amortized intangible assets...... $ 29 $ (20) $ 9 $ 31 $ (20) $ 11 Trademarks....................... 27 -- 27 27 -- 27 ----------------------------------- ----------------------------------- TOTAL IDENTIFIED INTANGIBLE ASSETS........................... $ 56 $ (20) $ 36 $ 58 $ (20) $ 38 =================================== ===================================
There were no material acquisitions of intangible assets and there have been no changes to amortizable lives or methods during the six months ended June 30, 2005. In addition, amortization expense for the net carrying amount of finite-lived intangible assets is estimated to be $1 annually from 2005 through 2009. 5. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS
JUNE 30, DECEMBER 31, 2005 2004 ---- ---- INVENTORIES Finished goods................................................ $ 201 $ 223 Goods in process.............................................. 129 99 Raw materials and supplies.................................... 88 92 -------- -------- Inventories, at FIFO cost..................................... 418 414 Excess of FIFO over LIFO cost................................. (173) (175) -------- -------- TOTAL INVENTORIES............................................. $ 245 $ 239 ======== ======== Inventories at FIFO approximate current cost. JUNE 30, December 31, 2005 2004 ---- ---- ACCRUED LIABILITIES Wages and benefits............................................ $ 38 $ 55 Accrued rebates and sales returns/allowances.................. 22 31 Accrued interest.............................................. 23 25 Other......................................................... 149 172 -------- -------- TOTAL ACCRUED LIABILITIES..................................... $ 232 $ 283 ======== ========
6. RESTRUCTURING RESERVES During the first quarter 2005, Solutia announced that it will exit its acrylic fibers operations and shut down its nylon industrial fiber manufacturing unit at its plant in Pensacola, Florida during the second quarter 2005. As a result in the first quarter 2005, Solutia recorded restructuring charges of $10 in Reorganization Items, net including $6 of various asset write-downs and $4 of severance and retraining costs. In the second quarter 2005, Solutia recorded an additional $5 of asset write-downs and $2 of decontamination costs, offset by a $7 gain from the reversal of the LIFO reserve associated with the inventory liquidated as part of the business shut-downs. These actions resulted from Solutia's continued strategic evaluation of its businesses and the resulting charges were recorded in the Integrated Nylon segment. In addition, Solutia recorded $1 of severance and retraining costs in the second quarter 2005 in cost of goods sold involving headcount reductions primarily in its Performance Products and Services segment and corporate function. 14 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) During the six months ended June 30, 2005, Solutia recorded restructuring charges of $10 in Reorganization Items, net involving the exit of its acrylic fibers operations and shut down of its nylon industrial fiber manufacturing unit at its plant in Pensacola, Florida. These restructuring costs included $11 of asset write-downs, $4 of severance and retraining costs and $2 of decontamination costs, partially offset by a $7 gain from the reversal of the LIFO reserve associated with the inventory liquidated as part of the business shut-down. In addition, Solutia recorded $2 of severance and retraining costs in the six months ended June 30, 2005 with $1 recorded in reorganizations items, net and $1 in cost of goods sold involving headcount reductions within both the Integrated Nylon and Performance Products and Services segments, as well as the corporate function. Solutia cannot forecast the level of future restructuring charges due to the inherent uncertainty involved in operating as a debtor-in-possession under Chapter 11 bankruptcy protection. A summary of restructuring activity during the three and six months ended June 30, 2005 is presented as follows:
DECOMMISSIONING/ FUTURE LEASE EMPLOYMENT ASSET DISMANTLING PAYMENTS REDUCTIONS WRITE-DOWNS TOTAL ------------------------------------------------------------------------------- Balance at December 31, 2004......... $ 5 $ 12 $ -- $ -- $ 17 Charges taken...................... -- -- 5 6 11 Amounts utilized................... -- (12) (1) (6) (19) ------------------------------------------------------------------------------- BALANCE AT MARCH 31, 2005............ $ 5 $ -- $ 4 $ -- $ 9 Charges taken...................... 2 -- 1 5 8 Amounts utilized................... (3) -- (4) (5) (12) ------------------------------------------------------------------------------- BALANCE AT JUNE 30, 2005............. $ 4 $ -- $ 1 $ -- $ 5 ===============================================================================
7. CONTINGENCIES Legacy Liabilities One of the objectives of Solutia's Chapter 11 filing is to obtain relief from the negative financial impact of legacy liabilities. The agreement-in-principle, as further described in Note 1, sets forth the proposed terms for addressing the funding responsibility for these legacy liabilities, including contingent litigation and environmental obligations, through Solutia's Chapter 11 proceedings. Litigation Because of the size and nature of its business, Solutia is a party to numerous legal proceedings. Most of these proceedings have arisen in the ordinary course of business and involve claims for money damages. In addition, at the time of its spinoff from Pharmacia, Solutia assumed the defense of specified legal proceedings and agreed to indemnify Pharmacia for obligations arising in connection with those proceedings. Solutia has determined that these defense and indemnification obligations to Pharmacia are pre-petition obligations under the U.S. Bankruptcy Code that Solutia is prohibited from performing, except pursuant to a confirmed plan of reorganization. As a result, Solutia has ceased performance of these obligations. Solutia had a liability of $141 associated with these obligations classified as a liability subject to compromise as of June 30, 2005 and December 31, 2004. See Note 1 for further description as to how these legacy litigation claims would be addressed under the agreement-in-principle. Solutia's 2003 Form 10-K/A described a number of legal proceedings in which Solutia was a named defendant or was defending solely due to its indemnification obligations referred to above. Solutia is prohibited from performing with respect to these obligations, and developments, if any, in these matters are currently managed by other named defendants. Accordingly, Solutia has ceased reporting on the status of those legal proceedings. The 15 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) legal proceedings which are in this category are (i) Owens v. Monsanto; (ii) Payton v. Monsanto; (iii) other Anniston cases not described in this report; (iv) the PENNDOT case; and (v) premises based asbestos litigation. Following is a summary of legal proceedings that Solutia or certain of its equity affiliates continue to manage that could result in an outcome that is material to the consolidated financial statements. Legal Proceedings in Solutia's Bankruptcy Case - ---------------------------------------------- A complaint was filed on May 27, 2005 against Solutia in its bankruptcy case by JP Morgan Chase Bank, National Association ("JP Morgan"), as indenture trustee for Solutia's debentures due in 2027 and 2037 asserting six causes of action, as follows: (a) five causes of action seeking declaratory judgments to establish the validity and priority of JP Morgan's security interests; and (b) one cause of action pursuant to section 363 of the Bankruptcy Code asserting that JP Morgan's security interests lacked adequate protection. Solutia filed its response to the JP Morgan complaint on July 5, 2005, denying the allegations of JP Morgan based on the express terms of the indentures governing the 2027 and 2037 debentures, and has responded to JP Morgan's requests for production of documents. On March 7, 2005, the Official Committee of Equity Security Holders (the "Equity Committee") in Solutia's bankruptcy case filed a complaint against Pharmacia and Monsanto and an objection to the proofs of claim filed by Monsanto and Pharmacia in Solutia's bankruptcy case. The complaint seeks to avoid certain obligations assumed by Solutia in its spinoff from Pharmacia. The complaint alleges that the spinoff was a fraudulent transfer under the Bankruptcy Code because Pharmacia forced Solutia to assume excessive liabilities and insufficient assets, such that Solutia was destined to fail from its inception. On May 24, 2005 Pharmacia and Monsanto filed a motion to dismiss the complaint, or in the alternative, to stay the adversary proceeding. Neither a discovery schedule nor a trial date has been set. The Equity Committee has also filed a Motion for Leave to conduct an examination of the Debtors pursuant to Bankruptcy Rule 2004. Anniston Partial Consent Decree - ------------------------------- On August 4, 2003, the U.S. District Court for the Northern District of Alabama approved a Partial Consent Decree in an action captioned United States of America v. Pharmacia Corporation (p/k/a Monsanto Company) and Solutia. This Partial Consent Decree provides for Pharmacia and Solutia to sample certain residential properties and remove soils found on those properties if PCBs are at a level of 1 part per million ("ppm") or above, to conduct a Remedial Investigation and Feasibility Study to provide information for the selection by the EPA of a cleanup remedy for the Anniston PCB site, and pay EPA's past response costs and future oversight costs related to this work. The decree also provided for the creation of an educational trust fund of approximately $3 to be funded over a 12-year period to provide supplemental educational services for school children in west Anniston. In the fall of 2004, EPA, Solutia and Pharmacia, and other potentially responsible parties ("PRPs") with respect to the Anniston lead site began negotiations regarding cleanup on the Anniston lead and PCB sites. Subsequently, Solutia learned that EPA intended to enter into an Administrative Order on Consent with the lead site PRPs which would deny Pharmacia and Solutia contribution rights against the lead site PRPs with respect to PCB cleanup. An order was issued by the district court on June 2, 2005 requiring the parties to proceed through formal dispute resolution and preserving the status quo for thirty days. On June 30, 2005, the district court found that by granting contribution protection to the lead site PRPs, the EPA would have repudiated the Partial Consent Decree and indicated that, if such contribution protection were granted, the court would suspend Solutia's and Pharmacia's obligations under the Partial Consent Decree upon their motion. Solutia and Pharmacia continue attempts to negotiate a global settlement with EPA and the Anniston lead site PRPs and have not made a motion to the district court to suspend their obligations under the Partial Consent Decree. 16 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Flexsys Related Litigation - -------------------------- Antitrust authorities in the United States, Europe and Canada are investigating past commercial practices in the rubber chemicals industry. Flexsys, Solutia's 50/50 joint venture with Akzo Nobel N.V., is a subject of such an investigation and has been fully cooperating with the authorities and will continue to do so in the ongoing investigation. In addition, a number of class actions have been filed against Flexsys and other producers of rubber chemicals. State court actions. Solutia is aware of 23 class actions filed in various state courts against Flexsys and other producers of rubber chemicals. Solutia is only named as a defendant in one of these cases, which was automatically stayed as against Solutia. In 20 of these cases, plaintiffs seek actual and treble damages under state law on behalf of all retail purchasers of tires in that state since as early as 1994. In the other three cases, plaintiffs make similar allegations and seek similar relief on behalf of all consumers of products containing rubber, including tires. Eleven of these cases remain pending at the trial level in procedural stages or are pending on appeal following dismissal as to Flexsys either by plaintiffs or by the trial court on procedural grounds. The remaining cases have been dismissed voluntarily by plaintiffs or by the court on procedural grounds and are not on appeal. Canadian actions. In May 2004, two class actions were filed in the Province of Quebec, Canada, against Flexsys and other rubber chemical producers alleging that collusive sales and marketing activities of the defendants damaged all persons in Quebec during the period July 1995 through September 2001. Plaintiffs seek statutory damages of (CAD) $14.6 along with exemplary damages of (CAD) $0.000025 per person. A hearing will be scheduled to determine which case will be allowed to go forward. Solutia is not a defendant in either of these class actions. In May 2005, Solutia became aware of a case filed in Ontario, Canada against Flexsys and other rubber chemical producers alleging the same claims as the Quebec cases and seeking on behalf of the citizens of Ontario (CAD) $95 in damages. No response is yet due nor has any been filed by defendants in the Ontario case. Solutia is not a defendant in that case. Federal court actions by purchasers of rubber chemicals. Eight class actions filed in the U.S. District Court for the Northern District of California on behalf of all individuals and entities that had purchased rubber chemicals in the United States during the period January 1, 1995 until October 10, 2002, against Solutia, Flexsys and a number of other companies producing rubber chemicals have been consolidated into a single action called In Re Rubber Chemicals Antitrust Litigation. The consolidated action alleges price-fixing and seeks treble damages and injunctive relief under U.S. antitrust laws on behalf of all the plaintiffs. Solutia filed a Suggestion of Bankruptcy in this consolidated action staying the litigation against it. A settlement agreement was approved by the court on June 21, 2005 releasing Flexsys, Solutia, Akzo and their predecessors in interest from any further liability to the members of the class with respect to the allegations in the action. As described in Solutia's 2004 Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, RBX Industries, Inc. and Parker Hannifin Corporation had filed separate cases against Flexsys and other rubber chemical producing companies seeking the same relief as requested by the class in In Re Rubber Chemicals with respect to RBX's and Parker Hannifin's own purchases of rubber chemicals during the relevant period. Both RBX and Parker Hannifin elected to join the class in In re Rubber Chemicals prior to the class settlement. Other than potential claims by two small direct purchasers of rubber chemicals that elected to opt out of the settlement and whose purchases from Flexsys were immaterial in amount, the class settlement resolves all remaining claims against Solutia and Flexsys under U.S. antitrust laws of direct purchasers of rubber chemicals whose purchases were made in the United States during the alleged class period. Federal court actions alleging violations of federal securities laws. Six shareholder class actions were filed in the U.S. District Court for the Northern District of California against Solutia, its then and former chief executive officers and its then chief financial officer. The complaints were consolidated into a single action called In Re Solutia Securities Litigation, and a consolidated complaint which named two additional defendants, Solutia's then current and past controllers, was filed. The consolidated complaint alleges that, from December 16, 1998 to October 10, 2002, Solutia's accounting practices regarding incorporation of Flexsys' results into Solutia's financial reports 17 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) violated federal securities laws by misleading investors as to Solutia's actual results and causing inflated prices to be paid by purchasers of Solutia's publicly traded securities during the period. The plaintiffs seek damages and any equitable relief that the court deems proper. The consolidated action is automatically stayed with respect to Solutia by virtue of Section 362(a) of the U.S. Bankruptcy Code. On March 24, 2005, the court issued a final order dismissing the complaint against the individual defendants and, on March 29, 2005, issued an order dismissing the case pending resolution of Solutia's bankruptcy case. Plaintiffs did not file an appeal within the applicable appeals period. Shareholder Derivative Suits. Two shareholder derivative suits were filed in the Missouri Circuit Court for the Twenty-First Judicial Circuit of St. Louis County against certain of Solutia's current and past directors, chief executive officers, chief financial officer and former vice chairman. Solutia is included as a nominal defendant. The plaintiffs seek damages on behalf of Solutia for the individual defendants' alleged breaches of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment, arising out of Flexsys' alleged participation in the price-fixing of rubber chemicals and Solutia's incorporation of Flexsys' purportedly inflated financial results arising from the alleged price-fixing into Solutia's financial statements. These two shareholder derivative suits were consolidated into a single action, In re Solutia Inc. Derivative Litigation. On December 29, 2003, the court entered an order in the consolidated action staying the litigation with respect to all defendants, including Solutia. In August 2004, the court involuntarily dismissed the cases for lack of prosecution. Plaintiffs' motion to reinstate the actions is pending. Other Legal Proceedings - ----------------------- On October 7, 2004, a class action captioned Dickerson v. Feldman, et al. was filed in the United States District Court for the Southern District of New York against a number of defendants, including former officers and employees of Solutia and Solutia's Employee Benefits Plans Committee and Pension and Savings Funds Committee. Solutia was not named as a defendant. The action alleges breach of fiduciary duty under the Employee Retirement Income Security Act of 1974 ("ERISA") and seeks to recover alleged losses in the Solutia Inc. Savings and Investment Plan ("SIP Plan") arising from the alleged imprudent investment of SIP Plan assets in Solutia's common stock during the period from December 16, 1998 through the date the action was filed. The investment is alleged to have been imprudent because of Solutia's legacy environmental and litigation liabilities and because of Flexsys' alleged involvement in the matters described above under "Flexsys Related Litigation". The action seeks monetary payment to the SIP Plan to compensate for the losses resulting from the alleged breach of fiduciary duties, as well as injunctive and other appropriate equitable relief, reasonable attorney's fees and expenses, costs and interest. In addition, the plaintiff in this action filed a proof of claim for $269 against Solutia in the U.S. Bankruptcy Court for the Southern District of New York. The plaintiff then sought to withdraw the reference of his ERISA claim from the bankruptcy court to the district court so that the proof of claim and the class action could be considered together by the district court. On March 11, 2005 the district court denied without prejudice plaintiff's motion to withdraw the reference. In May of 2005, the plaintiffs filed an amended and then a second amended complaint. Although the ERISA violations alleged are very similar to those asserted in the original complaint, the second amended complaint added new allegations largely similar to those made in In Re Solutia Securities Litigation described above. This second amended complaint also adds twelve new defendants, including former and current directors and officers of Solutia. The directors are alleged to have breached their fiduciary duties under ERISA by failing to monitor the plan's fiduciaries, and by failing to recognize that the fiduciaries were not themselves properly managing the plan. On October 14, 2003, Solutia filed an action captioned Solutia Inc. v. FMC Corporation in Circuit Court in St. Louis County, Missouri, against FMC over the failure of purified phosphoric acid technology contributed by FMC to Astaris, a 50/50 joint venture between Solutia and FMC. On February 20, 2004, Solutia voluntarily dismissed the state court action and filed an adversary proceeding against FMC in the U.S. Bankruptcy Court for the Southern District of New York. FMC filed a motion with the bankruptcy court to withdraw the reference. The motion was granted, and, as a result, the matter is now pending in the U.S. District Court for the Southern District of New York. FMC filed a motion to dismiss Solutia's action based upon an alleged lack of standing. On March 29, 2005 the court granted in part and denied in part FMC's motion to dismiss. Specifically, the court dismissed with prejudice two of Solutia's claims for breach of contract. The court denied FMC's motion to dismiss Solutia's other 18 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) claim for breach of contract and its claims for breach of fiduciary duty, negligent misrepresentation and fraud and fraud in the inducement. Solutia is vigorously pursuing this action. Competition authorities in Belgium and several other European countries are investigating past commercial practices of certain companies engaged in the production and sale of butyl benzyl phthalates ("BBP"). One of the BBP producers under investigation by the Belgian Competition Authority is Ferro Belgium sprl, the European subsidiary of Ferro Corporation. Ferro's BBP business in Europe was purchased from Solutia Inc. in 2000. Solutia received an indemnification notice from Ferro and has exercised its right, pursuant to the purchase agreement relating to Ferro's acquisition of the BBP business from Solutia, to assume and control the defense of Ferro in proceedings relating to these investigations. On July 7, 2005, the Belgian Competition Authority issued a Statement of Objections regarding its BBP investigation in which Solutia Europe S.A/N.V., a European subsidiary of Solutia, along with Ferro and two other producers of BBP, is identified as a party under investigation with respect to its ownership of the BBP business from 1997 until the business was sold to Ferro in 2000. Solutia Inc. is not named as a party under investigation in the Statement of Objections. Written comments to the Statement of Objections are due on August 31, 2005 and a preliminary oral hearing before the Belgian Competition Authority is currently scheduled to take place on September 6, 2005. Solutia is fully cooperating with the Belgian Competition Authority in this investigation. Solutia currently believes that any liability that may result from the Belgian investigation will not be significant to its results of operations or financial position. However, Solutia cannot provide any assurance that the liability assessed against it as a result of this matter would not have a material adverse effect on Solutia's results of operations or financial position. Environmental Liabilities Environmental compliance and remediation costs and other environmental liabilities incurred by Solutia generally fall into two broad categories: (a) those related to properties currently owned or operated by Solutia and (b) those related to properties that are not owned by Solutia, including non-owned properties adjacent to plant sites and certain owned offsite disposal locations. For the owned and operated sites, Solutia had an accrued liability of $77 and $78 as of June 30, 2005 and December 31, 2004, respectively, for solid and hazardous waste remediation, which represents Solutia's best estimate of the underlying obligation. In addition, this balance also includes post-closure costs at certain of Solutia's operating locations. This liability is not classified as subject to compromise in the Condensed Consolidated Statement of Financial Position because, irrespective of the bankruptcy proceedings, Solutia will be required to comply with environmental requirements in the conduct of its business, regardless of when the underlying environmental contamination occurred. However, Solutia ultimately expects to seek recovery against other potentially responsible parties at certain of these locations. Solutia had an accrued liability of $82 as of June 30, 2005 and December 31, 2004 for properties not owned or operated by Solutia. This liability is classified as subject to compromise in the Condensed Consolidated Statement of Financial Position as of both June 30, 2005 and December 31, 2004. The agreement-in-principle provides that Monsanto will pay environmental remediation costs at sites that have not been owned or operated by Solutia, and to which waste has not been sent, since the spinoff, and provides a mechanism for sharing between Monsanto and Solutia responsibility for environmental liabilities at certain sites adjacent to the Anniston, Alabama and Sauget, Illinois plant locations. See Note 1 for further description as to how these legacy environmental claims would be addressed under the agreement-in-principle. Remediation activities are currently being funded by Monsanto for certain of these properties not owned or operated by Solutia. In addition, Solutia has not adjusted its recorded environmental liabilities classified as subject to compromise for ongoing remediation activities at these sites since the inception of Solutia's bankruptcy case. In addition to the bankruptcy proceedings, Solutia's environmental liabilities are also subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, changes in method and extent of remediation, existence of other potentially responsible parties and changes in technology. Solutia believes that the known and unknown environmental matters, including matters classified as subject to compromise for which 19 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Solutia may ultimately assume responsibility, when ultimately resolved, which may be over an extended period of time, could have a material effect on the consolidated financial position, liquidity and profitability of Solutia. Impact of Chapter 11 Proceedings - -------------------------------- During the reorganization process, substantially all pending litigation against Solutia and its subsidiaries that filed for reorganization under Chapter 11 ("Debtors") is stayed, as well as the majority of all other pre-petition claims. Exceptions would generally include pre-petition claims addressed by the bankruptcy court, as well as fully secured claims. Such claims may be subject to future adjustments. Adjustments may result from actions of the bankruptcy court, negotiations with claimants, assumption or rejection of executory contracts, determination as to the value of any collateral securing claims, reconciliation of proofs of claim or other events. Additional pre-filing claims not currently reflected in the consolidated financial statements may be identified through the proof of claim reconciliation process. The amount of pre-filing claims ultimately allowed by the bankruptcy court with respect to contingent claims may be materially different from the amounts reflected in the condensed consolidated financial statements. Generally, claims against Debtors arising from actions or omissions prior to their filing date may be subject to compromise in connection with the plan of reorganization. The ultimate resolution of all of these claims may be settled through negotiation as opposed to court proceedings, with the result being that Solutia may retain certain obligations currently classified as subject to compromise in the Condensed Consolidated Statement of Financial Position. See Note 1 for further description of the agreement-in-principle that outlines Solutia's current proposal for resolution of certain claims. 8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Components of Net Periodic Benefit Cost For the three and six months ended June 30, 2005 and 2004, Solutia's pension and healthcare and other benefit costs were as follows:
PENSION BENEFITS ---------------- THREE MONTHS SIX MONTHS ------------ ---------- ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 2005 2004 2005 2004 ---- ---- ---- ---- Service costs for benefits earned........ $ 1 $ 6 $ 3 $ 13 Interest costs on benefit obligation..... 17 35 35 56 Assumed return on plan assets............ (16) (34) (33) (54) Prior service costs ..................... 1 2 1 6 Recognized net loss...................... 3 2 6 4 Curtailment and settlement net charges .. -- 62 -- 62 ---- ---- ---- ---- TOTAL.................................... $ 6 $ 73 $ 12 $ 87 ==== ==== ==== ==== 20 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) HEALTHCARE AND OTHER BENEFITS ----------------------------- THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------- -------------- 2005 2004 2005 2004 ---- ---- ---- ---- Service costs for benefits earned........ $ 2 $ 2 $ 3 $ 5 Interest costs on benefit obligation..... 8 13 17 24 Prior service costs ..................... (2) (4) (5) (8) Recognized net loss...................... 3 2 7 5 --- --- --- --- TOTAL.................................... $11 $13 $22 $26 === === === ===
Changes in Solutia's Pension and Other Postretirement Benefit Plans Solutia amended its U.S. qualified and non-qualified pension plans in 2004 to cease future benefit accruals effective July 1, 2004 for non-union participants in these plans. Solutia also amended its U.S. postretirement plan for non-union, active employees effective September 1, 2004. These changes included discontinuation of all postretirement benefits after attaining age 65, changes to certain eligibility requirements for pre-65 postretirement benefits and the eventual elimination of these benefits by 2016, and elimination of retiree life insurance benefits for future retirees. See Note 16 in Solutia's 2004 Form 10-K for further information with respect to these actions. Employer Contributions According to current IRS funding rules, Solutia does not expect to be required to make pension contributions to its U.S. qualified pension plan in 2005. However, Solutia may elect to make voluntary contributions to the pension plan in 2005 in order to minimize future required contributions. No contributions were made to the U.S. qualified pension plan in the six months ended June 30, 2005. 9. DEBT OBLIGATIONS Solutia amended its DIP financing agreement on June 1, 2005 and received bankruptcy court approval on July 25, 2005. The amendment reduces the interest rate on the term loan component of the DIP facility to LIBOR plus 4.25 percent from the previous interest rate of the greater of the prime rate plus 4.0 percent or 8.0 percent, extends the maturity date of the current facility to June 19, 2006 from the previous December 19, 2005 maturity date, and makes other minor modifications. No changes were made to the financial covenants contained in the DIP agreement aside from extending the financial covenant requirements to be commensurate with the new maturity date of the DIP agreement. Overall, these changes are expected to reduce Solutia's interest expense on the term loan component of the DIP facility up to $7 based upon the new maturity date. 21 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 10. SEGMENT DATA Solutia's management is organized around two strategic business platforms: Performance Products and Services and Integrated Nylon. Solutia's reportable segments and their major products are as follows:
PERFORMANCE PRODUCTS AND SERVICES INTEGRATED NYLON --------------------------------- ---------------- SAFLEX(R) and VANCEVA(R) plastic interlayer Nylon intermediate "building block" chemicals Polyvinyl butyral for KEEPSAFE(R) and KEEPSAFE MAXIMUM(R) Merchant polymer and nylon extrusion polymers, laminated window glass including VYDYNE(R) and ASCEND(R) LLUMAR(R), VISTA(R) and GILA(R) professional and Carpet fibers, including the WEAR-DATED(R) and retail window films ULTRON(R) brands THERMINOL(R) heat transfer fluids Industrial nylon fibers DEQUEST(R) water treatment chemicals SKYDROL(R) aviation hydraulic fluids Services for process research and development, scale-up manufacturing and small volume licensed production for the pharmaceutical industry
Solutia evaluates the performance of its operating segments based on segment earnings before interest expense and income taxes ("EBIT"), which includes marketing, administrative, technological and amortization expenses, gains and losses from asset dispositions and restructuring charges, and other income and expense items that can be directly attributable to the segment. Certain expenses and other items that are managed outside the segments are excluded. These unallocated items consist primarily of corporate expenses, certain equity earnings from affiliates, other income and expense items, reorganization items, gains and losses from asset dispositions and restructuring charges that are not directly attributable to the operating segment. There were no inter-segment sales in the periods presented below. 22 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Segment data for the three and six months ended June 30, 2005 and 2004 are as follows:
THREE MONTHS ENDED JUNE 30, --------------------------- 2005 2004 ------------------------- ----------------------- NET PROFIT NET PROFIT SALES (LOSS) SALES (LOSS) ----- ------ ----- ------ SEGMENT: Performance Products and Services... $315 $ 37 $287 $ 27 Integrated Nylon.................... 432 14 413 5 ---- ----- ---- ----- SEGMENT TOTALS...................... 747 51 700 32 RECONCILIATION TO CONSOLIDATED TOTALS: Corporate expenses.............. (14) (78) Equity earnings (loss) from affiliates..................... 20 (3) Interest expense................ (22) (23) Other income, net............... 1 -- Reorganization items, net....... (15) (24) CONSOLIDATED TOTALS: ---- ---- NET SALES....................... $747 $700 ==== ----- ==== ----- INCOME (LOSS) BEFORE INCOME TAXES $ 21 $ (96) ===== ===== SIX MONTHS ENDED JUNE 30, ------------------------- 2005 2004 ------------------------- ----------------------- NET PROFIT NET PROFIT SALES (LOSS) SALES (LOSS) ----- ------ ----- ------ SEGMENT: Performance Products and Services... $ 602 $ 72 $ 558 $ 52 Integrated Nylon.................... 878 13 786 (7) ------ ----- ------ ------ SEGMENT TOTALS...................... 1,480 85 1,344 45 RECONCILIATION TO CONSOLIDATED TOTALS: Corporate expenses.............. (25) (89) Equity earnings (loss) from affiliates..................... 33 (12) Interest expense................ (44) (72) Other income, net............... 2 -- Loss on debt modification....... -- (15) Reorganization items, net....... (2) (49) CONSOLIDATED TOTALS: ------ ------ NET SALES....................... $1,480 $1,344 ====== ----- ====== ------ INCOME (LOSS) BEFORE INCOME TAXES $ 49 $ (192) ===== ======
11. CONSOLIDATING CONDENSED FINANCIAL STATEMENTS CPFilms Inc., Monchem International, Inc., Monchem, Inc., Solutia Systems, Inc., Solutia Investments, LLC and Solutia Business Enterprises, Inc., wholly-owned subsidiaries of Solutia (the "Guarantors"), are guarantors of Solutia's 11.25% Senior Secured Notes due 2009 (the "Notes"). In connection with the completion of the October 2003 credit facility, Solutia Investments, LLC and Solutia Business Enterprises, Inc. became guarantors of the Notes through cross-guarantor provisions. Solutia's obligations under the October 2003 facility were paid in full with the proceeds of a final DIP facility dated January 16, 2004, which payment did not affect the Guarantors' obligations in respect of the Notes. Certain other wholly-owned subsidiaries of Solutia (the "DIP Guarantors") 23 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) guaranteed the final DIP facility (as well as a smaller, interim DIP facility put in place as of December 19, 2003), but the DIP Guarantors were not required by the cross-guarantor provisions to guarantee the Notes. The Guarantors fully and unconditionally guarantee the Notes on a joint and several basis. The following consolidating condensed financial statements present, in separate columns, financial information for: Solutia Inc. on a parent only basis carrying its investment in subsidiaries under the equity method; Guarantors on a combined, or where appropriate, consolidated basis, carrying investments in subsidiaries which do not guarantee the debt (the "Non-Guarantors") under the equity method; Non-Guarantors on a combined, or where appropriate, consolidated basis; eliminating adjustments; and consolidated totals as of June 30, 2005 and December 31, 2004, and for the three and six months ended June 30, 2005 and 2004. The eliminating adjustments primarily reflect intercompany transactions, such as interest income and expense, accounts receivable and payable, advances, short and long-term debt, royalties and profit in inventory eliminations. Solutia has not presented separate financial statements and other disclosures concerning the Guarantors as such information is not material and would substantially duplicate disclosures included elsewhere in this report. 24 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2005
PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET SALES................................ $ 550 $ 52 $ 246 $ (101) $ 747 Cost of goods sold....................... 516 25 208 (106) 643 ----------------------------------------------------------------------------- GROSS PROFIT............................. 34 27 38 5 104 Marketing expenses....................... 20 6 9 -- 35 Administrative expenses.................. 16 2 7 -- 25 Technological expenses................... 10 1 -- -- 11 ----------------------------------------------------------------------------- OPERATING INCOME (LOSS).................. (12) 18 22 5 33 Equity earnings (loss) from affiliates... 42 11 (1) (31) 21 Interest expense......................... -- -- (13) (9) (22) Other income (expense), net.............. (2) (9) 12 3 4 Reorganization items, net................ (13) -- (2) -- (15) ----------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES .............. 15 20 18 (32) 21 Income tax expense ...................... 1 -- 6 -- 7 ----------------------------------------------------------------------------- NET INCOME............................... $ 14 $ 20 $ 12 $ (32) $ 14 =============================================================================
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
THREE MONTHS ENDED JUNE 30, 2005 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET INCOME............................... $ 14 $ 20 $ 12 $ (32) $ 14 OTHER COMPREHENSIVE INCOME (LOSS): Currency translation adjustments......... (2) (6) (9) 15 (2) ----------------------------------------------------------------------------- COMPREHENSIVE INCOME..................... $ 12 $ 14 $ 3 $ (17) $ 12 =============================================================================
25 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2004 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET SALES................................ $ 519 $ 52 $ 226 $ (97) $ 700 Cost of goods sold....................... 551 23 185 (103) 656 ----------------------------------------------------------------------------- GROSS PROFIT............................. (32) 29 41 6 44 Marketing expenses....................... 26 6 8 -- 40 Administrative expenses.................. 23 2 8 -- 33 Technological expenses................... 15 -- 1 -- 16 Amortization expense..................... -- -- 1 -- 1 ----------------------------------------------------------------------------- OPERATING INCOME (LOSS).................. (96) 21 23 6 (46) Equity earnings (loss) from affiliates... 53 19 (2) (73) (3) Interest expense......................... (33) (1) (13) 24 (23) Other income, net........................ 2 19 8 (29) -- Reorganization items, net................ (24) -- -- -- (24) ----------------------------------------------------------------------------- INCOME (LOSS) BEFORE INCOME TAXES ....... (98) 58 16 (72) (96) Income tax expense ...................... -- -- 2 -- 2 ----------------------------------------------------------------------------- NET INCOME (LOSS)........................ $ (98) $ 58 $ 14 $ (72) $ (98) =============================================================================
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2004 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET INCOME (LOSS)........................ $ (98) $ 58 $ 14 $ (72) $ (98) OTHER COMPREHENSIVE INCOME (LOSS): Currency translation adjustments......... 1 -- 5 (5) 1 Minimum pension liability adjustments, net of tax................................. 18 -- -- -- 18 ----------------------------------------------------------------------------- COMPREHENSIVE INCOME (LOSS).............. $ (79) $ 58 $ 19 $ (77) $ (79) ============================================================================
26 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2005 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET SALES.................................. $1,101 $92 $490 $(203) $1,480 Cost of goods sold......................... 1,034 41 411 (217) 1,269 ----------------------------------------------------------------------------- GROSS PROFIT............................... 67 51 79 14 211 Marketing expenses......................... 39 12 17 -- 68 Administrative expenses.................... 30 4 15 -- 49 Technological expenses..................... 20 1 1 -- 22 ----------------------------------------------------------------------------- OPERATING INCOME (LOSS).................... (22) 34 46 14 72 Equity earnings (loss) from affiliates..... 110 24 (2) (97) 35 Interest expense........................... (32) -- (26) 14 (44) Other income (expense), net................ (1) 11 22 (26) 6 Reorganization items, net.................. (18) -- (2) -- (20) ----------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES ................ 37 69 38 (95) 49 Income tax expense ........................ 2 -- 12 -- 14 ----------------------------------------------------------------------------- NET INCOME................................. $ 35 $69 $ 26 $ (95) $ 35 ============================================================================
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 2005 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET INCOME................................. $ 35 $ 69 $ 26 $ (95) $ 35 OTHER COMPREHENSIVE INCOME: Currency translation adjustments........... (7) (10) (16) 26 (7) ----------------------------------------------------------------------------- COMPREHENSIVE INCOME....................... $ 28 $ 59 $ 10 $ (69) $ 28 =============================================================================
27 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2004 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET SALES.................................. $1,002 $91 $437 $(186) $1,344 Cost of goods sold......................... 1,024 41 363 (199) 1,229 ------------------------------------------------------------------------------------- GROSS PROFIT............................... (22) 50 74 13 115 Marketing expenses......................... 47 11 16 -- 74 Administrative expenses.................... 39 4 15 -- 58 Technological expenses..................... 24 1 1 -- 26 Amortization expense....................... -- -- 1 -- 1 ------------------------------------------------------------------------------------- OPERATING INCOME (LOSS).................... (132) 34 41 13 (44) Equity earnings from affiliates............ 68 11 -- (91) (12) Interest expense........................... (91) (1) (28) 48 (72) Other income, net.......................... 6 38 14 (58) -- Loss on debt modification.................. -- -- (15) -- (15) Reorganization items, net.................. (49) -- -- -- (49) ------------------------------------------------------------------------------------- INCOME (LOSS) BEFORE INCOME TAXES ......... (198) 82 12 (88) (192) Income tax expense ........................ -- -- 6 -- 6 ------------------------------------------------------------------------------------- NET INCOME (LOSS).......................... $ (198) $82 $ 6 $ (88) $ (198) =====================================================================================
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2004 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ NET INCOME (LOSS).......................... $ (198) $ 82 $ 6 $ (88) $ (198) OTHER COMPREHENSIVE INCOME (LOSS): Currency translation adjustments........... (1) (1) 8 (7) (1) Minimum pension liability adjustments, net of tax................................... 18 -- -- -- 18 ------------------------------ -------------------------------------------------- COMPREHENSIVE INCOME (LOSS)................ $ (181) $ 81 $ 14 $ (95) $ (181) =================================================================================
28 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2005 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents.............................. $ (3) $ 14 $ 68 $ -- $ 79 Trade receivables, net................................. 2 151 142 -- 295 Intercompany receivables............................... 122 728 82 (932) -- Miscellaneous receivables.............................. 52 1 20 -- 73 Inventories............................................ 120 30 111 (16) 245 Prepaid expenses and other current assets.............. 15 -- 11 3 29 ------------------------------------------------------------------------- TOTAL CURRENT ASSETS................................... 308 924 434 (945) 721 PROPERTY, PLANT AND EQUIPMENT, NET..................... 599 78 125 -- 802 INVESTMENTS IN AFFILIATES.............................. 2,266 193 17 (2,276) 200 GOODWILL............................................... -- 72 4 -- 76 IDENTIFIED INTANGIBLE ASSETS, NET...................... 2 27 7 -- 36 INTERCOMPANY ADVANCES.................................. 128 1,238 725 (2,091) -- OTHER ASSETS........................................... 85 -- 46 -- 131 ------------------------------------------------------------------------- TOTAL ASSETS........................................... $ 3,388 $ 2,532 $ 1,358 $ (5,312) $ 1,966 ========================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable....................................... $ 128 $ 9 $ 41 $ (2) $ 176 Intercompany payables.................................. 81 12 112 (205) -- Accrued liabilities.................................... 137 10 85 -- 232 Short-term debt........................................ 300 -- -- -- 300 Intercompany short-term debt........................... -- -- 190 (190) -- ------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES.............................. 646 31 428 (397) 708 LONG-TERM DEBT......................................... -- -- 251 -- 251 INTERCOMPANY LONG-TERM DEBT............................ -- -- 413 (413) -- OTHER LIABILITIES...................................... 207 -- 52 -- 259 ------------------------------------------------------------------------- TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE............ 853 31 1,144 (810) 1,218 LIABILITIES SUBJECT TO COMPROMISE...................... 3,951 407 21 (2,215) 2,164 SHAREHOLDERS' EQUITY (DEFICIT): Common stock........................................... 1 -- -- -- 1 Additional contributed capital ........................ 56 -- -- -- 56 Treasury stock......................................... (251) -- -- -- (251) Net (deficiency) excess of assets at spinoff and subsidiary capital.................................... (113) 2,094 193 (2,287) (113) Accumulated other comprehensive loss................... (82) -- -- -- (82) Accumulated deficit.................................... (1,027) -- -- -- (1,027) ------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY (DEFICIT)................... (1,416) 2,094 193 (2,287) (1,416) ------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)... $ 3,388 $ 2,532 $ 1,358 $ (5,312) $ 1,966 ========================================================================= 29 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2004 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents................. $ 43 $ 7 $ 65 $ -- $ 115 Trade receivables, net.................... 7 131 148 -- 286 Intercompany receivables.................. 130 759 77 (966) -- Miscellaneous receivables................. 65 1 27 -- 93 Inventories............................... 112 28 116 (17) 239 Prepaid expenses and other assets......... 27 -- 15 3 45 ------------------------------------------------------------------------------ TOTAL CURRENT ASSETS...................... 384 926 448 (980) 778 PROPERTY, PLANT AND EQUIPMENT, NET........ 623 78 140 -- 841 INVESTMENTS IN AFFILIATES................. 2,220 189 22 (2,254) 177 GOODWILL.................................. -- 71 5 -- 76 IDENTIFIED INTANGIBLE ASSETS, net......... 2 27 9 -- 38 INTERCOMPANY ADVANCES..................... 128 1,238 806 (2,172) -- OTHER ASSETS.............................. 111 -- 55 -- 166 ------------------------------------------------------------------------------ TOTAL ASSETS.............................. $ 3,468 $ 2,529 $ 1,485 $ (5,406) $ 2,076 ============================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable.......................... $ 138 $ 8 $ 53 $ (1) $ 198 Intercompany payables..................... 113 17 109 (239) -- Accrued liabilities....................... 176 11 96 -- 283 Short-term debt........................... 300 -- -- -- 300 Intercompany short-term debt.............. -- -- 214 (214) -- ------------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES................. 727 36 472 (454) 781 LONG-TERM DEBT............................ -- -- 285 -- 285 INTERCOMPANY LONG-TERM DEBT............... -- -- 463 (463) -- OTHER LIABILITIES......................... 212 -- 56 (1) 267 ------------------------------------------------------------------------------ TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE.............................. 939 36 1,276 (918) 1,333 LIABILITIES SUBJECT TO COMPROMISE......... 3,973 415 22 (2,223) 2,187 SHAREHOLDERS' EQUITY (DEFICIT): Common stock.............................. 1 -- -- -- 1 Additional contributed capital ........... 56 -- -- -- 56 Treasury stock............................ (251) -- -- -- (251) Net (deficiency) excess of assets at spinoff and subsidiary capital.......... (113) 2,078 187 (2,265) (113) Accumulated other comprehensive loss...... (75) -- -- -- (75) Accumulated deficit....................... (1,062) -- -- -- (1,062) ------------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY (DEFICIT)...... (1,444) 2,078 187 (2,265) (1,444) ------------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)............................... $ 3,468 $ 2,529 $ 1,485 $ (5,406) $ 2,076 ==============================================================================
30 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2005 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ CASH PROVIDED BY (USED IN) OPERATIONS.... $ (65) $ 24 $ 15 $ -- $ (26) ------------------------------------------------------------------------------ INVESTING ACTIVITIES: Property, plant and equipment purchases.. (18) (4) (7) -- (29) Property disposals and investment proceeds................................ 1 -- 1 -- 2 ------------------------------------------------------------------------------ CASH USED IN INVESTING ACTIVITIES........ (17) (4) (6) -- (27) ------------------------------------------------------------------------------ FINANCING ACTIVITIES: Net change in cash collateralized letters of credit.............................. 17 -- -- -- 17 Changes in investments and advances from (to) affiliates........................ 19 (13) (6) -- -- ------------------------------------------------------------------------------ CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.............................. 36 (13) (6) -- 17 ------------------------------------------------------------------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (46) 7 3 -- (36) CASH AND CASH EQUIVALENTS: BEGINNING OF YEAR........................ 43 7 65 -- 115 ------------------------------------------------------------------------------ END OF PERIOD............................ $ (3) $ 14 $ 68 $ -- $ 79 ==============================================================================
31 SOLUTIA INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2004 PARENT ONLY NON- CONSOLIDATED SOLUTIA INC. GUARANTORS GUARANTORS ELIMINATIONS SOLUTIA INC. ------------ ---------- ---------- ------------ ------------ CASH PROVIDED BY (USED IN) OPERATIONS.... $ 24 $ 15 $ (43) $ -- $ (4) ------------------------------------------------------------------------------- INVESTING ACTIVITIES: Property, plant and equipment purchases.. (11) (2) (9) -- (22) Other investing activities............... (36) -- -- -- (36) ------------------------------------------------------------------------------- CASH USED IN INVESTING ACTIVITIES........ (47) (2) (9) -- (58) ------------------------------------------------------------------------------- FINANCING ACTIVITIES: Net change in short-term debt obligations (361) -- -- -- (361) Proceeds from long-term debt obligations 300 -- -- -- 300 Net change in cash collateralized letters of credit.............................. 76 -- -- -- 76 Changes in investments and advances from (to) affiliates........................ (74) 3 71 -- -- Deferred debt issuance costs............. (8) -- (5) -- (13) Other financing activities............... (1) -- -- -- (1) ------------------------------------------------------------------------------- CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES............................. (68) 3 66 -- 1 ------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (91) 16 14 -- (61) CASH AND CASH EQUIVALENTS: BEGINNING OF YEAR........................ 105 20 34 -- 159 ------------------------------------------------------------------------------- END OF PERIOD............................ $ 14 $ 36 $ 48 $ -- $ 98 ===============================================================================
32 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include all statements regarding expected future financial position, results of operations, profitability, cash flows and liquidity. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements herein include, among others, Solutia's ability to develop, confirm and consummate a Chapter 11 plan of reorganization; Solutia's ability to reduce its overall leveraged position; the potential adverse impact of Solutia's Chapter 11 filing on its operations, management and employees; the risks associated with operating businesses under Chapter 11 protection; Solutia's ability to comply with the terms of its debtor-in-possession ("DIP") financing facility; customer response to Solutia's Chapter 11 filing; general economic, business and market conditions; customer acceptance of new products; raw material and energy costs or shortages; limited access to capital resources; currency and interest rate fluctuations; increased competitive and/or customer pressure; gain or loss of significant customers; compression of credit terms with suppliers; exposure to product liability and other litigation; changes in cost of environmental remediation obligations and other environmental liabilities; changes in accounting principles generally accepted in the U.S.; ability to implement cost reduction initiatives in a timely manner; geopolitical instability; and changes in pension and other postretirement assumptions. OVERVIEW Summary of Significant Second Quarter 2005 Events Reorganization Strategy ----------------------- Solutia continued to take positive actions in the second quarter 2005 to achieve its reorganization strategy, which involves the principal objectives of (i) managing the businesses to enhance Solutia's performance; (ii) making changes to Solutia's asset portfolio to maximize the value of the estate; (iii) achieving reallocation of "legacy liabilities"; and (iv) negotiating an appropriate capital structure. Recent actions regarding achievement of these principle objectives are explained further below. In addition, Solutia continues to pursue a consensual agreement on the plan of reorganization through negotiations with the other constituents in the bankruptcy case. However, as a result of the numerous uncertainties and complexities inherent in Solutia's bankruptcy proceedings, its ability to emerge and timing of emergence from bankruptcy are subject to significant uncertainty. PERFORMANCE ENHANCEMENT Solutia benefited in the second quarter 2005 from several actions implemented during 2004 designed to enhance its performance. These included implementing significant general and administrative expense reductions; using more performance-based compensation and benefits programs; enacting key senior management changes, initiating a cost reduction program at Solutia's operating sites focused on actions such as lean manufacturing techniques, yield improvement, maintenance savings and utilities optimization; and implementing an enterprise-wide procurement effort. These actions have continued to help drive strong revenue growth and expansion of operating margins. In addition, Solutia continued to use the tools of bankruptcy to renegotiate and/or reject various contracts in the second quarter 2005 which will provide future savings to Solutia. Solutia amended its DIP financing agreement on June 1, 2005 and received bankruptcy court approval on July 25, 2005. The amendment reduces the interest rate on the term loan component of the DIP facility to LIBOR plus 4.25 percent from the previous interest rate of the greater of the prime rate plus 4.0 percent or 8.0 percent, extends the maturity date of the current facility to June 19, 2006 from the previous December 19, 2005 maturity date, and makes other minor modifications. No changes were made to the financial covenants contained in the DIP agreement aside from extending the financial covenant requirements to be commensurate with the new maturity date of the DIP agreement. Overall, these changes are expected to reduce Solutia's interest expense on the term loan component of the DIP facility up to $7 million based upon the new maturity date. 33 PORTFOLIO EVALUATION Solutia's stated strategy is to build a portfolio of high-potential businesses that can consistently deliver returns in excess of Solutia's cost of capital. Solutia made several changes to re-shape its asset portfolio in 2004 as part of this strategy and continued these efforts in 2005 by exiting the acrylic fibers operations in the second quarter 2005 due to continued losses resulting primarily from significant foreign competition. Solutia also announced that its Greenwood, South Carolina plant will be the primary production facility for nylon industrial fibers. As a result of this decision, Solutia shut down its nylon industrial fiber manufacturing unit at its plant in Pensacola, Florida in the second quarter 2005. In addition, Solutia has initiated a sales process with respect to Astaris LLC, its 50/50 joint venture with FMC Corporation, and has received bankruptcy court approval for certain standard buyer protections involved in this sales process. REALLOCATION OF LEGACY LIABILITIES On June 7, 2005, Solutia reached an agreement-in-principle with Monsanto Company ("Monsanto") and the Official Committee of Unsecured Creditors in Solutia's Chapter 11 case (the "Unsecured Creditors' Committee") that will serve as a framework for Solutia's plan of reorganization. The agreement-in-principle is subject to the negotiation of definitive documents, approval by Solutia's board of directors and various other conditions and contingencies, some of which are not within the control of Solutia, Monsanto or the Unsecured Creditors' Committee. Until a plan or reorganization consistent with the terms of the agreement-in-principle is confirmed by the bankruptcy court, the terms of the agreement-in-principle are not binding upon any party. Under the agreement-in-principle, Solutia would emerge from bankruptcy as an independent, publicly held company. The agreement-in-principle provides for $250 million of new investment in a reorganized Solutia which would be used to pay retiree benefits to those who retired prior to the spinoff, certain environmental remediation obligations of Solutia and other legacy liabilities. The $250 million would be raised in a rights offering to Solutia's unsecured creditors. Monsanto would be obligated to backstop the rights offering, exercising any rights not exercised by the unsecured creditors. The agreement-in-principle also provides that Monsanto would pay environmental remediation costs at sites including non-owned property adjacent to plant sites and certain owned, offsite disposal locations, provides a mechanism for sharing between Monsanto and Solutia responsibility for environmental liabilities at certain sites adjacent to the Anniston, Alabama and Sauget, Illinois plant locations, and provides that Monsanto would contribute $107 million, less certain expenses incurred, and litigation settlement costs paid, by Monsanto during the course of Solutia's Chapter 11 case, to make distributions to the holders of certain unsecured claims, including current tort and other legacy litigation claims. Furthermore, while Solutia filed for Chapter 11 in part to gain relief from the legacy liabilities it was required to assume when it was spun off from Pharmacia, the agreement-in-principle provides that Solutia will retain a portion of these legacy liabilities and the extent to which such relief will be achieved continues to be uncertain. See Note 1 to the accompanying condensed consolidated financial statements for further description of the agreement-in-principle. Bankruptcy Developments ----------------------- See Note 1 to the accompanying condensed consolidated financial statements for a summary of developments in Solutia's Chapter 11 bankruptcy case. SUMMARY RESULTS OF OPERATIONS The discussions below and the accompanying consolidated financial statements have been prepared in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"), and on a going concern basis, which assumes the continuity of operations and reflects the realization of assets and satisfaction of liabilities in the ordinary course of business. However, as a result of the Chapter 11 bankruptcy proceedings, such realization of assets and liquidation of liabilities are subject to a significant number of uncertainties. 34 Results of Operations - Second Quarter 2005 Compared with Second Quarter 2004 Net sales and operating income (loss) of Solutia for the three months ended June 30, 2005 and 2004 are as follows:
(dollars in millions) 2005 2004 ---- ---- Net Sales.................................................................... $ 747 $ 700 ===== ===== Operating Income (Loss): Performance Products and Services Segment Profit......................... $ 37 $ 27 Integrated Nylon Segment Profit ......................................... 14 5 Less: Corporate Expenses............................................ (14) (78) Less: Equity (Earnings) Loss from Affiliates, Other (Income) Expense and Reorganization Items included in Segment Profit................. (4) -- ----- ----- Operating Income (Loss)...................................................... $ 33 $ (46) ===== ===== Charges included in Operating Income (Loss).................................. $ (1) $ (75) ===== =====
The $47 million, or 7 percent, increase in net sales as compared to the second quarter 2004 was primarily a result of higher average selling prices of approximately 12 percent and favorable currency exchange rate fluctuations of approximately 1 percent, partially offset by lower sales volumes of approximately 6 percent. The $79 million improvement in operating income as compared to the second quarter 2004 resulted primarily from higher net sales, and lower charges, which are described in greater detail in the Results of Operations section below, partially offset by higher raw material and energy costs. Results of Operations - Six Months Ended June 30, 2005 Compared with Six Months Ended June 30, 2004 Net sales and operating income (loss) of Solutia for the six months ended June 30, 2005 and 2004 are as follows:
(dollars in millions) 2005 2004 ---- ---- Net Sales.................................................................... $ 1,480 $ 1,344 ======= ======= Operating Income (Loss): Performance Products and Services Segment Profit......................... $ 72 $ 52 Integrated Nylon Segment Profit (Loss)................................... 13 (7) Less: Corporate Expenses............................................ (25) (89) Less: Equity (Earnings) Loss from Affiliates, Other (Income) Expense and Reorganization Items included in Segment Profit (Loss).......... 12 -- ------- ------- Operating Income (Loss)...................................................... $ 72 $ (44) ======= ======= Charges included in Operating Income (Loss).................................. $ (1) $ (80) ======= =======
The $136 million, or 10 percent, increase in net sales as compared to the six months ended June 30, 2004 was primarily a result of higher average selling prices of approximately 13 percent and favorable currency exchange rate fluctuations of approximately 1 percent, partially offset by lower sales volumes of approximately 4 percent. The $116 million improvement in operating income as compared to the six months ended June 30, 2004 resulted primarily from higher net sales and lower charges, which are described in greater detail in the Results of Operations section below, partially offset by higher raw material and energy costs. 35 Financial Information Summarized financial information concerning Solutia and subsidiaries in reorganization and subsidiaries not in reorganization as of and for the three and six months ended June 30, 2005 is presented as follows:
SOLUTIA AND SOLUTIA AND SUBSIDIARIES IN SUBSIDIARIES NOT SUBSIDIARIES (dollars in millions) REORGANIZATION IN REORGANIZATION ELIMINATIONS CONSOLIDATED -------------- ----------------- ------------ ------------ Three Months Ended June 30, 2005: - --------------------------------- Net Sales................................. $ 602 $ 245 $ (100) $ 747 Operating Income.......................... 7 21 5 33 Net Income................................ 14 11 (11) 14 Six Months Ended June 30, 2005: - ------------------------------- Net Sales................................. $ 1,195 $ 488 $ (203) $ 1,480 Operating Income.......................... 12 46 14 72 Net Income ............................... 35 25 (25) 35 As of June 30, 2005: - -------------------- Total Assets.............................. $ 1,655 $ 771 $ (460) $ 1,966 Liabilities not Subject to Compromise..... 907 478 (167) 1,218 Liabilities Subject to Compromise......... 2,164 -- -- 2,164 Total Shareholders' Equity (Deficit)...... (1,416) 293 (293) (1,416)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES There have been no changes in the six months ended June 30, 2005 with respect to Solutia's critical accounting policies, as presented on pages 17 through 20 of Solutia's 2004 Form 10-K. RESULTS OF OPERATIONS--SECOND QUARTER 2005 COMPARED WITH SECOND QUARTER 2004 PERFORMANCE PRODUCTS AND SERVICES
THREE MONTHS ENDED JUNE 30, ------------------------- (dollars in millions) 2005 2004 ---- ---- Net Sales.............................................................. $315 $287 ==== ==== Segment Profit ........................................................ $ 37 $ 27 ==== ==== Charges and Reorganization Items included in Segment Profit........ $ (1) $(12) ==== ====
The $28 million, or 10 percent, increase in net sales as compared to the second quarter 2004 resulted primarily from higher sales volumes of approximately 5 percent, an increase in average selling prices of approximately 3 percent and favorable currency exchange rate fluctuations of approximately 2 percent. Higher volumes were experienced in SAFLEX(R) and VANCEVA(R) plastic interlayer products and THERMINOL(R) heat transfer fluids, partially offset by lower volumes due to the shut-down of Solutia's chlorobenzenes operations in the second quarter 2004. Higher average selling prices were experienced across several product lines, including SAFLEX(R) and VANCEVA(R) plastic interlayer products, branded professional and retail film products, THERMINOL(R) heat transfer fluids and DEQUEST(R) water treatment chemicals, generally as a result of favorable market conditions and in response to the escalating cost of raw materials. The favorable exchange rate fluctuations occurred primarily as a result of the stronger euro in relation to the U.S. dollar in comparison to the second quarter 2004. 36 The $10 million, or 37 percent, increase in segment profit in comparison to the second quarter 2004 resulted primarily from higher net sales, partially offset by higher raw material and energy costs of approximately $14 million. In addition, segment profit in the second quarter 2005 was affected by $1 million of restructuring charges while segment profit in the second quarter 2004 was affected by $12 million of plant closure costs principally related to Solutia's chlorobenzenes operations, including costs for decommissioning and dismantling activities, asset write-offs, and severance and retraining costs. INTEGRATED NYLON
THREE MONTHS ENDED JUNE 30, ----------------------- (dollars in millions) 2005 2004 ---- ---- Net Sales.............................................................. $ 432 $ 413 ===== ===== Segment Profit ........................................................ $ 14 $ 5 ===== ===== Charges and Reorganization Items included in Segment Profit........ $ -- $ -- ===== =====
The $19 million, or 5 percent, increase in net sales as compared to the second quarter 2004 resulted primarily from higher average selling prices of approximately 18 percent, partially offset by lower sales volumes of approximately 13 percent. Average selling prices increased in all businesses as a result of favorable market conditions and in response to the escalating cost of raw materials. The decline in sales volumes resulted primarily from an unplanned temporary shut-down of a manufacturing unit at Solutia's operating facility in Alvin, Texas and the competitive pricing environment which resulted in modest volume declines across most businesses. In addition, net sales were modestly impacted as a result of exiting the acrylic fibers operations in the second quarter 2005 but were partially offset because certain Solutia produced intermediate chemicals previously supplied to the acrylic fibers operations were sold into the intermediates merchant market. The $9 million, or 180 percent, improvement in segment profit in comparison to the second quarter 2004 resulted principally from higher net sales, partially offset by higher raw material and energy costs of approximately $51 million and unfavorable manufacturing variances incurred as part of the above mentioned temporary shut-down at the Alvin, Texas operating facility. An unplanned outage was also experienced at the Pensacola, Florida operating facility in late June 2004 that had a modest impact on the segment results in the second quarter 2004. In addition, 2005 segment profit included $7 million to shut-down principally the acrylic fibers operations including $5 million of asset write-downs and $2 million of decontamination costs, offset by a $7 million gain from the reversal of the LIFO reserve associated with the inventory sold and/or written off as part of the business shut-down. CORPORATE EXPENSES
THREE MONTHS ENDED JUNE 30, ----------------------- (dollars in millions) 2005 2004 ---- ---- Corporate Expenses........................................................... $ 14 $ 78 ===== ===== Charges included in Corporate Expenses................................... $ -- $ (63) ===== =====
The $64 million, or 82 percent, decrease in corporate expenses in comparison to the second quarter 2004 was primarily a result of higher charges in 2004. Charges included in the second quarter 2004 were comprised of net pension curtailment charges of $63 million (as more fully described in Note 8 to the accompanying condensed consolidated financial statements). In addition, the second quarter 2005 included the full quarter benefit of cost reduction measures taken in the second half of 2004, partially offset by modest increases in legal and environmental costs. 37 EQUITY EARNINGS (LOSS) FROM AFFILIATES
THREE MONTHS ENDED JUNE 30, ------------------------ (dollars in millions) 2005 2004 ---- ---- Equity Earnings from Affiliates not included in Reportable Segment Profit..................................................................... $ 20 $ (3) ------- ------- Equity Earnings from Affiliates included in Reportable Segment Profit.................................................................... $ 1 $ -- ------- ------- Equity Earnings (Loss) from Affiliates.......................................... $ 21 $ (3) ======= ======= Gains (charges) included in Equity Earnings (Loss) from Affiliates......... $ 5 $ (7) ======= =======
Equity earnings (loss) from affiliates improved by $24 million in the second quarter 2005 as compared to the second quarter 2004. This improvement was primarily a result of higher average selling prices, favorable product mix and improved manufacturing performance at both the Astaris and Flexsys joint ventures. In addition, the second quarter 2005 results included a one-time, non-operational gain of $5 million incurred by the Flexsys joint venture. Included in the second quarter 2004 results were $7 million of charges including $5 million in asset impairment and severance charges at the Flexsys joint venture and $2 million of severance charges at the Astaris joint venture. REORGANIZATION ITEMS, NET
THREE MONTHS ENDED JUNE 30, ----------------------- (dollars in millions) 2005 2004 ---- ---- Reorganization Items, net.................................................... $ (15) $ (24) ====== ======
Reorganization items, net are presented separately in the Condensed Consolidated Statement of Operations and represent items of income, expense, gain, or loss that are realized or incurred by Solutia because it is in reorganization under Chapter 11 of the U.S. Bankruptcy Code. Reorganization items incurred in the second quarter 2005 included $13 million of professional fees for services provided by debtor and creditor professionals directly related to Solutia's reorganization proceedings and $2 million of expense provisions for (i) employee severance costs incurred directly as part of the Chapter 11 reorganization process and (ii) a retention plan for certain Solutia employees approved by the bankruptcy court. Reorganization items incurred in the second quarter 2004 included $11 million of professional fees for services provided by debtor and creditor professionals directly related to Solutia's reorganization proceedings; $11 million of asset write-offs associated with a contract rejection; $4 million of expense provisions for (i) employee severance costs incurred directly as part of the Chapter 11 reorganization process and (ii) a retention plan for certain Solutia employees approved by the bankruptcy court; and a $2 million gain representing the difference between the settlement amount of certain pre-petition obligations and the corresponding amounts previously recorded. INCOME TAX EXPENSE
THREE MONTHS ENDED JUNE 30, ----------------------- (dollars in millions) 2005 2004 ---- ---- Income Tax Expense .......................................................... $ 7 $ 2 ==== ===
Solutia's income tax expense in the second quarter 2005 and 2004 was primarily a result of foreign income taxes. As a result of Solutia's Chapter 11 filing, Solutia did not record any U.S. income tax expense or benefit for domestic operations (including temporary differences) during the quarters ended June 30, 2005 and 2004. 38 Consequently, the changes in federal and state deferred tax assets were offset by corresponding changes in valuation allowances. See Note 13 of Solutia's 2004 Form 10-K for additional information concerning the Company's deferred tax assets and changes in valuation allowances due to Solutia's Chapter 11 filing. RESULTS OF OPERATIONS--SIX MONTHS ENDED JUNE 30, 2005 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2004 PERFORMANCE PRODUCTS AND SERVICES
SIX MONTHS ENDED JUNE 30, ------------------------- (dollars in millions) 2005 2004 ---- ---- Net Sales.............................................................. $602 $558 ==== ==== Segment Profit ........................................................ $ 72 $ 52 ==== ==== Charges and Reorganization Items included in Segment Profit........ $ (8) $(17) ==== ====
The $44 million, or 8 percent, increase in net sales as compared to the six months ended June 30, 2004 resulted primarily from higher sales volumes of approximately 3 percent, an increase in average selling prices of approximately 3 percent and favorable currency exchange rate fluctuations of approximately 2 percent. Higher volumes were experienced in SAFLEX(R) and VANCEVA(R) plastic interlayer products, pharmaceutical services and THERMINOL(R) heat transfer fluids, partially offset by lower volumes due to the shut-down of Solutia's chlorobenzenes operations in the second quarter 2004. Higher average selling prices were experienced across several product lines including SAFLEX(R) and VANCEVA(R) plastic interlayer products, branded professional and retail film products, THERMINOL(R) heat transfer fluids and DEQUEST(R) water treatment chemicals generally in response to the escalating cost of raw materials. The favorable exchange rate fluctuations occurred primarily as a result of the stronger euro in relation to the U.S. dollar in comparison to the first quarter 2004. The $20 million, or 38 percent, increase in segment profit in comparison to the six months ended June 30, 2004 resulted principally from higher net sales, partially offset by higher raw material and energy costs of approximately $27 million. In addition, segment profit in the second quarter 2005 was affected by $7 million of reorganization items which consisted primarily of adjustments to record certain pre-petition claims at estimated amounts of the allowed claims, as well as $1 million of restructuring charges. Segment profit in 2004 was affected by $17 million of plant closure costs principally related to Solutia's chlorobenzenes operations, including costs for decommissioning and dismantling activities, asset write-offs, future costs for non-cancelable operating leases, and severance and retraining costs. INTEGRATED NYLON
SIX MONTHS ENDED JUNE 30, ------------------------- (dollars in millions) 2005 2004 ---- ---- Net Sales.............................................................. $878 $786 ==== ==== Segment Profit (Loss).................................................. $ 13 $ (7) ==== ==== Charges and Reorganization Items included in Segment Loss.......... $(11) $ -- ==== ====
The $92 million, or 12 percent, increase in net sales as compared to the six months ended June 30, 2004 resulted primarily from higher average selling prices of approximately 20 percent, partially offset by lower sales volumes of approximately 8 percent. Average selling prices increased in all businesses as a result of favorable market conditions and in response to the escalating cost of raw materials. The decline in sales volumes resulted primarily from contract terminations in the intermediate chemicals business in 2004, an unplanned temporary shut-down of a manufacturing unit at Solutia's operating facility in Alvin, Texas and the competitive pricing environment which resulted in modest volume declines across most businesses. In addition, net sales were modestly impacted as a result of exiting the acrylic fibers operations in the second quarter 2005 but were partially offset because certain 39 Solutia produced intermediate chemicals previously supplied to the acrylic fibers operations were sold into the intermediates merchant market. The $20 million improvement in the segment profit in comparison to the six months ended June 30, 2004 resulted primarily from higher net sales, partially offset by higher raw material and energy costs of approximately $122 million and unfavorable manufacturing variances incurred as part of the above mentioned temporary shut-down at the Alvin, Texas operating facility. An unplanned outage was also experienced at the Pensacola, Florida operating facility in late June 2004 that had a modest impact on the segment results in the second quarter 2004. In addition, 2005 segment profit included reorganization items of $11 million comprised of $10 million principally to shut-down the acrylic fibers operations and $1 million of other restructuring charges. The shut-down costs included $11 million of asset write-downs, $4 million of severance and retraining costs and $2 million of decontamination costs, partially offset by a $7 million gain from the reversal of the LIFO reserve associated with the inventory sold and/or written off as part of the business shut-down. CORPORATE EXPENSES
SIX MONTHS ENDED JUNE 30, ----------------------- (dollars in millions) 2005 2004 ---- ---- Corporate Expenses........................................................... $ 25 $ 89 ===== ===== Charges included in Corporate Expenses................................... $ -- $ (63) ===== =====
The $64 million, or 72 percent, decrease in corporate expenses in comparison to the six months ended June 30, 2004 was primarily a result of higher charges in 2004. Charges included in the second quarter 2004 were comprised of net pension curtailment charges of $63 million (as more fully described in Note 8 to the accompanying condensed consolidated financial statements). In addition, the second quarter 2005 included the full quarter benefit of cost reduction measures taken in the second half of 2004, partially offset by modest increases in legal and environmental costs in the second quarter 2005. EQUITY EARNINGS (LOSS) FROM AFFILIATES
SIX MONTHS ENDED JUNE 30, ----------------------- (dollars in millions) 2005 2004 ---- ---- Equity Earnings (Loss) from Affiliates not included in Reportable Segment Profit (Loss)................................................................ $ 33 $ (12) ------- ------- Equity Earnings from Affiliates included in Reportable Segment Profit (Loss). $ 2 $ -- ------- -------- Equity Earnings (Loss) from Affiliates....................................... $ 35 $ (12) ======= ======= Gains (charges) included in Equity Earnings (Loss) from Affiliates...... $ 5 $ (18) ======= =======
Equity earnings (loss) from affiliates improved by $47 million in comparison to the six months ended June 30, 2004. This improvement was primarily a result of higher average selling prices, favorable product mix and improved manufacturing performance at both the Astaris and Flexsys joint ventures. In addition, the results for the six months ended June 30, 2005 included a one-time, non-operational gain of $5 million incurred by the Flexsys joint venture. Included in the results for the six months ended June 30, 2004 were $18 million of charges including $5 million in contract termination costs, $3 million in dismantling charges, $2 million of severance costs, and $1 million of asset impairments at the Astaris joint venture, as well as $7 million of asset impairment and severance charges at the Flexsys joint venture. 40 INTEREST EXPENSE
SIX MONTHS ENDED JUNE 30, ------------------------ (dollars in millions) 2005 2004 ---- ---- Interest Expense............................................................. $ 44 $ 72 ===== ===== Charges included in Interest Expense.................................... $ -- $ (25) ===== =====
The $28 million, or 39 percent, decrease in interest expense in 2005 in comparison to the six months ended June 30, 2004 resulted principally from the write-off of unamortized debt issuance costs of $25 million in 2004. REORGANIZATION ITEMS, NET
SIX MONTHS ENDED JUNE 30, ------------------------ (dollars in millions) 2005 2004 ---- ---- Reorganization Items, net.................................................... $ (20) $ (49) ====== ======
Reorganization items, net are presented separately in the Condensed Consolidated Statement of Operations and represent items of income, expense, gain, or loss that are realized or incurred by Solutia because it is in reorganization under Chapter 11 of the U.S. Bankruptcy Code. Reorganization items incurred in the six months ended June 30, 2005 included a $29 million net gain representing the difference between the settlement amount of certain pre-petition obligations and the corresponding amounts previously recorded; $24 million of professional fees for services provided by debtor and creditor professionals directly related to Solutia's reorganization proceedings; $11 million of net charges for adjustments to record certain pre-petition claims at estimated amounts of the allowed claims; $8 million of expense provisions related to (i) employee severance costs incurred directly as part of the Chapter 11 reorganization process and (ii) a retention plan for certain Solutia employees approved by the bankruptcy court; and $6 million of other reorganization charges primarily involving costs incurred with exiting the acrylic fibers operations. Reorganization items incurred in the six months ended June 30, 2004 included $24 million of professional fees for services provided by debtor and creditor professionals directly related to Solutia's reorganization proceedings; $20 million of asset write-offs associated with contract rejections and terminations; $7 million of expense provisions for (i) employee severance costs incurred directly as part of the Chapter 11 reorganization process and (ii) a retention plan for certain Solutia employees approved by the bankruptcy court; and a $2 million gain representing the difference between the settlement amount of certain pre-petition obligations and the corresponding amounts previously recorded. INCOME TAX EXPENSE (BENEFIT)
SIX MONTHS ENDED JUNE 30, ------------------------- (dollars in millions) 2005 2004 ---- ---- Income Tax Expense (Benefit) ................................................ $ 14 $ 6 ========= ========
Solutia's income tax expense in the six months ended June 30, 2005 and 2004 was primarily a result of foreign income taxes. As a result of Solutia's Chapter 11 filing, Solutia did not record any U.S. income tax expense or benefit for domestic operations (including temporary differences) during the six months ended June 30, 2005 and 2004. Consequently, the changes in federal and state deferred tax assets were offset by corresponding changes in 41 valuation allowances. See Note 13 of Solutia's 2004 Form 10-K for additional information concerning the Company's deferred tax assets and changes in valuation allowances due to Solutia's Chapter 11 filing. SUMMARY OF EVENTS AFFECTING COMPARABILITY In the six months ended June 30, 2005 and 2004, certain events affecting comparability were recorded in Reorganization Items, net in the Condensed Consolidated Statement of Operations. A comparison of reorganization items for the six months ended June 30, 2005 and 2004, respectively, is provided in the above Results of Operations section, as well as Note 2 to the accompanying condensed consolidated financial statements. Charges and gains recorded in the six months ended June 30, 2005 and 2004 and other events affecting comparability recorded outside of reorganization items have been summarized in the table below (dollars in millions):
2005 ---------------------------------------------------------------- PERFORMANCE PRODUCTS AND INTEGRATED CORPORATE/ INCREASE/(DECREASE) SERVICES NYLON OTHER CONSOLIDATED - ------------------------------------------ -------- ----- ----- ------------ IMPACT ON: Cost of Goods Sold...................... $ 1 $-- $-- $ 1 (a) ------------------------------------------------------------------ OPERATING INCOME IMPACT................. (1) -- -- (1) Equity earnings from affiliates......... -- -- 5 5 (b) ------------------------------------------------------------------ PRE-TAX INCOME STATEMENT IMPACT......... $(1) $-- $ 5 4 ================================================== Income tax impact....................... -- --------------- AFTER-TAX INCOME STATEMENT IMPACT....... $ 4 =============== 2005 CHARGES AND OTHER EVENTS a) Restructuring costs related principally to severance and retraining costs ($1 million pre-tax and after-tax). b) One-time, non-operational gain incurred by the Flexsys joint venture ($5 million pre-tax and after-tax). 42 2004 ------------------------------------------------------------------ PERFORMANCE PRODUCTS AND INTEGRATED CORPORATE/ INCREASE/(DECREASE) SERVICES NYLON OTHER CONSOLIDATED - ------------------------------------------ -------- ----- ----- ------------ IMPACT ON: Cost of Goods Sold...................... $ 17 $-- $ -- $ 17 (a) -- -- 47 47 (b) ------------------------------------------------------------------ Total Cost of Goods Sold................ 17 -- 47 64 Marketing............................... -- -- 4 4 (b) Administrative.......................... -- -- 7 7 (b) Technological........................... -- -- 5 5 (b) ------------------------------------------------------------------ OPERATING LOSS IMPACT................... (17) -- (63) (80) Equity loss from affiliates............. -- -- (18) (18) (c) Interest Expense........................ -- -- (25) (25) (d) Loss on debt modification............... -- -- (15) (15) (e) ------------------------------------------------------------------ PRE-TAX INCOME STATEMENT IMPACT......... $(17) $-- $(121) (138) ================================================== Income tax benefit impact............... (6) (f) --------------- AFTER-TAX INCOME STATEMENT IMPACT....... $(132) =============== 2004 CHARGES AND OTHER EVENTS a) Restructuring costs related principally to the closure of Solutia's chlorobenzenes operations as well as certain other non-strategic operations, including costs for decommissioning and dismantling activities, asset write-offs, future costs for non-cancelable operating leases, and severance and retraining costs ($17 million pre-tax and after-tax - see note (f) below). b) Net pension curtailment charge due to the reduction in anticipated future service of participants in Solutia's U.S. qualified and non-qualified pension plans that resulted from Solutia's plan amendment to cease future benefit accruals for non-union participants in these plans effective July 1, 2004 ($63 million pre-tax and after-tax - see note (f) below). c) The Flexsys and Astaris joint ventures, in each of which the Company has a fifty percent interest, incurred restructuring charges related to contract terminations, dismantling costs, asset impairments and severance charges ($18 million pre-tax and after-tax - see note (f) below). d) Write-off of unamortized debt issuance costs related to the October 2003 and interim DIP credit facilities, both retired in January 2004 with proceeds from the final DIP facility ($25 million pre-tax and after-tax - see note (f) below). e) Loss due to the modification of the Company's Euronotes in January 2004 ($15 million pre-tax and $9 million after-tax). f) With the exception of item (e) above, which relates to ex-U.S. operations, the above items are considered to have like pre-tax and after-tax impact, as the tax benefit realized from the charges is offset by the increase in valuation allowance for U.S. deferred tax assets resulting from uncertainty as to their recovery as a result of the Chapter 11 filing.
43 FINANCIAL CONDITION AND LIQUIDITY As discussed in Note 1 to the accompanying condensed consolidated financial statements, Solutia is operating as a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code. As a result of the uncertainty surrounding Solutia's current circumstances, it is difficult to predict the Company's actual liquidity needs and sources at this time. However, based upon current and anticipated levels of operations during the continuation of the bankruptcy proceedings, Solutia believes that its liquidity and capital resources will be sufficient to maintain its normal operations at current levels. Solutia's access to additional financing while under Chapter 11 protection will likely be very limited. Financial Analysis Solutia utilized its existing cash on-hand to finance operating needs and capital expenditures during the first six months of 2005. Cash used in operations was $26 million in the first six months of 2005, a change of $22 million from $4 million used in operations for the comparable period of 2004. This change in cash used in operations was primarily attributable to the build-up of post-petition accounts payable balances in the first six months of 2004 due to the timing of Solutia's Chapter 11 filing in late 2003 and subsequent improvements in vendor terms, resulting in a $99 million swing in the change in accounts payable in comparing the six months ended June 30, 2005 to the same period in 2004. Capital spending increased $7 million to $29 million in the first six months of 2005, compared to $22 million in the comparable period of 2004. The expenditures during the first six months of 2005 were used primarily to fund certain growth initiatives, as well as various capital improvements and certain cost reduction projects. Total debt of $1,219 million as of June 30, 2005, including $668 million subject to compromise and $551 million not subject to compromise, decreased by $34 million as compared to $1,253 million at December 31, 2004, including $668 million subject to compromise and $585 million not subject to compromise. This decrease in total debt resulted primarily from a decrease in the recorded amount of Solutia's Euronotes due to foreign currency translation changes in the first six months of 2005. As a result of the Chapter 11 filing, Solutia was in default on all its debt agreements as of June 30, 2005, with the exception of its DIP credit facility and Euronotes. Solutia's working capital increased by $16 million to $13 million at June 30, 2005, compared to $(3) million at December 31, 2004. The change was a result of the seasonal increase in working capital, partially offset by lower cash on-hand as of June 30, 2005. Solutia had a shareholders' deficit of $1,416 million at June 30, 2005 compared to a deficit of $1,444 million at December 31, 2004. The $28 million decrease in shareholders' deficit principally resulted from the $35 million of net income for the six months ended June 30, 2005, partially offset by the $7 million increase in accumulated other comprehensive losses due to currency translation adjustments. The weighted average interest rate on Solutia's total debt outstanding was approximately 8.5 percent at June 30, 2005 as compared to 9.0 percent at December 31, 2004. This decrease is primarily a result of the change in interest rates on the term loan component of Solutia's DIP facility in the second quarter 2005, as further explained below. While operating as a debtor-in-possession during the Chapter 11 proceedings, Solutia has ceased paying interest on its 6.72% debentures due 2037 and its 7.375% debentures due 2027. The amount of contractual interest expense not recorded during the first six months of 2005 and 2004, was approximately $16 million. At June 30, 2005, Solutia's total liquidity was $212 million in the form of $133 million of availability under the final DIP credit facility and approximately $79 million of cash on-hand, of which $67 million was cash of Solutia's subsidiaries that are not parties to the Chapter 11 proceedings. At December 31, 2004, Solutia's total liquidity was $246 million in the form of $131 million of availability under the final DIP credit facility and approximately $115 million of cash on-hand, of which $65 million was cash of Solutia's subsidiaries that are not parties to the Chapter 11 bankruptcy proceedings. 44 Amendment to DIP Financing Agreement Solutia amended its DIP financing agreement on June 1, 2005 and received bankruptcy court approval on July 25, 2005. The amendment reduces the interest rate on the term loan component of the DIP facility to LIBOR plus 4.25 percent from the previous interest rate of the greater of the prime rate plus 4.0 percent or 8.0 percent, extends the maturity date of the current facility to June 19, 2006 from the previous December 19, 2005 maturity date, and makes other minor modifications. No changes were made to the financial covenants contained in the DIP agreement aside from extending the financial covenant requirements to be commensurate with the new maturity date of the DIP agreement. Overall, these changes are expected to reduce Solutia's interest expense on the term loan component of the DIP facility up to $7 million based upon the new maturity date. CONTINGENCIES See Note 7 to the accompanying condensed consolidated financial statements for a summary of Solutia's contingencies as of June 30, 2005. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS There have been no material changes in market risk exposures during the six months ended June 30, 2005 that affect the disclosures presented in the information appearing under "Derivative Financial Instruments" on page 30 of Solutia's Form 10-K for the year-ended December 31, 2004. ITEM 4. CONTROLS AND PROCEDURES As of the end of the period covered by this Form 10-Q, Solutia carried out an evaluation, under the supervision and with the participation of Solutia's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Solutia's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, Solutia's disclosure controls and procedures are effective in timely alerting them to material information relating to Solutia and its consolidated subsidiaries that is required to be included in Solutia's periodic SEC filings. There were no changes in Solutia's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. 45 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Legal Proceedings in Solutia Bankruptcy Case - -------------------------------------------- A complaint was filed on May 27, 2005 against Solutia in its bankruptcy case by JP Morgan Chase Bank, National Association, as indenture trustee for Solutia's debentures due in 2027 and 2037 asserting six causes of action, as follows: (a) five causes of action seeking declaratory judgments to establish the validity and priority of JP Morgan's security interests; and (b) one cause of action pursuant to section 363 of the Bankruptcy Code asserting that JP Morgan's security interests lacked adequate protection. Solutia filed its response to the JP Morgan complaint on July 5, 2005, denying the allegations of JP Morgan based on the express terms of the indentures governing the 2027 and 2037 debentures, and has responded to JP Morgan's requests for production of documents. On March 7, 2005, the Official Committee of Equity Security Holders (the "Equity Committee") in Solutia's bankruptcy case filed a complaint against Pharmacia and Monsanto and an objection to the proofs of claim filed by Monsanto and Pharmacia in Solutia's bankruptcy case. The complaint seeks to avoid certain obligations assumed by Solutia in its spinoff from Pharmacia. The complaint alleges that the spinoff was a fraudulent transfer under the Bankruptcy Code because Pharmacia forced Solutia to assume excessive liabilities and insufficient assets, such that Solutia was destined to fail from its inception. On May 24, 2005 Pharmacia and Monsanto filed a motion to dismiss the complaint, or in the alternative, to stay the adversary proceeding. Neither a discovery schedule nor a trial date has been set. The Equity Committee has also filed a Motion for Leave to conduct an examination of the Debtor pursuant to Bankruptcy Rule 2004. Anniston Partial Consent Decree - ------------------------------- Solutia's Annual Report on Form 10-K for the year ended December 31, 2004 ("2004 Form 10-K") described a Partial Consent Decree approved by the U.S. District Court for the Northern District of Alabama in the case captioned United States of America v. Pharmacia Corporation (p/k/a Monsanto Company) and Solutia which requires Pharmacia and Solutia to sample certain residential properties and remove soils found on those sites if polychlorinated biphenyls ("PCBs") are above a certain level, conduct a Remedial Investigation and Feasibility Study to help determine a cleanup remedy for the Anniston, Alabama PCB site and pay the Environmental Protection Agency's ("EPA") past response costs and future oversight costs related to the foregoing work. In the fall of 2004, EPA, Solutia and Pharmacia, and other potentially responsible parties ("PRPs") with respect to the Anniston lead site began negotiations regarding cleanup on the Anniston lead and PCB sites. Subsequently, Solutia learned that EPA intended to enter into an Administrative Order on Consent with the lead site PRPs which would deny Pharmacia and Solutia contribution rights against the lead site PRPs with respect to PCB cleanup. An order was issued by the district court on June 2, 2005 requiring the parties to proceed through formal dispute resolution and preserving the status quo for thirty days. On June 30, 2005, the district court found that by granting contribution protection to the lead site PRPs, the EPA would have repudiated the Partial Consent Decree and indicated that, if such contribution protection were granted, the court would suspend Solutia's and Pharmacia's obligations under the Partial Consent Decree upon their motion. Solutia and Pharmacia continue attempts to negotiate a global settlement with EPA and the Anniston lead site PRPs and have not made a motion to the district court to suspend their obligations under the Partial Consent Decree. Flexsys Related Litigation - -------------------------- Solutia's 2004 Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the "First Quarter 10-Q") described 23 class actions filed in various state courts against Flexsys, a 50/50 joint venture between Solutia and Akzo Nobel N.V, and other producers of rubber chemicals. Solutia is only named as a defendant in one of these cases, which was automatically stayed as against Solutia. The plaintiffs in these cases seek damages under state law on behalf of all retail purchasers of tires in that state since as early as 1994. One of these cases was dismissed for lack of standing during the second quarter of 2005 and defendants have appealed. Eleven of the cases remain pending at the trial level in procedural stages or are pending on appeal following dismissal as to Flexsys either by plaintiffs or by the trial court on procedural grounds. The remaining cases have been dismissed voluntarily by plaintiffs or by the trial court on procedural grounds and are not on appeal. 46 Solutia's 2004 Form 10-K also described two class actions filed in the Province of Quebec, Canada, against Flexsys and a number of other companies producing rubber chemicals alleging that collusive sales and marketing activities of the defendants damaged all persons in Quebec during the period July 1995 through September 2001. In May 2005 Solutia became aware of a case filed in Ontario, Canada against Flexsys and the other rubber chemical producers alleging the same claims as the Quebec cases and seeking on behalf of the citizens of Ontario (CAD) $95 million in damages. No response is yet due nor has any been filed by defendants in the Ontario case. Solutia is not a defendant in that case. Solutia's 2004 Form 10-K and First Quarter 10-Q described federal court actions by purchasers of rubber chemicals against Solutia, Flexsys and a number of other companies producing rubber chemicals alleging price-fixing. Eight class actions filed in the U.S. District Court for the Northern District of California were consolidated into a single action captioned In Re Rubber Chemicals Antitrust Litigation. Another action, RBX Industries v. Bayer Corp., Flexsys, et al, alleged a conspiracy between 1995 and 2001 among the defendants, which did not include Solutia, to conspire through common marketing and sales practices to cause plaintiffs to pay supra-competitive prices for rubber chemicals. This case was originally filed in July 2004 in federal court in Pennsylvania but was removed to the U.S. District Court for the Northern District of California. As described in Solutia's First Quarter 10-Q, in March 2005, Parker Hannifin Corporation filed an action in the U.S. District Court for the Northern District of Ohio alleging the same claims and requesting essentially the same relief as the plaintiffs in RBX Industries, Inc. v. Bayer Corp., Flexsys, et al. On June 21, 2005, the U.S. District Court for the Northern District of California approved a settlement of the In Re Rubber Chemicals Antitrust Litigation releasing Solutia, Flexsys, Akzo and their predecessors in interest from any further liability to the members of the class with respect to the allegation in the action. Both RBX and Parker Hannifin elected to join the class in In re Rubber Chemicals prior to the class settlement. Other than potential claims by two small direct purchasers of rubber chemicals that elected to opt out of the settlement and whose purchases from Flexsys were immaterial in amount, the settlement resolves all remaining claims against Solutia and Flexsys under U.S. antitrust laws of direct purchasers of rubber chemicals whose purchases were made in the United States during the alleged class period. Other Legal Proceedings - ----------------------- Solutia's 2004 Form 10-K described a consolidated shareholder class action against Solutia and certain former officers of Solutia filed in the U.S. District Court for the Northern District of California under the caption In Re Solutia Securities Litigation alleging violations of federal securities laws resulting from Solutia's accounting practices regarding incorporation of Flexsys' results into Solutia's financial reports. On January 4, 2005 the consolidated complaint against the individual defendants was dismissed with prejudice. On March 24, 2005, the court issued a final order dismissing the complaint against the individual defendants and, on March 29, 2005, issued an order dismissing the case pending resolution of Solutia's bankruptcy case. Plaintiffs did not file an appeal within the applicable appeals period. Solutia's 2004 Form 10-K described a class action captioned Dickerson v. Feldman, et al., which was filed in the U.S. District Court for the Southern District of New York against a number of defendants, including former officers and employees of Solutia and Solutia's Employee Benefits Plans Committee and Pension and Savings Funds Committee, alleging breach of fiduciary duty under the Employee Retirement Income Security Act of 1974 ("ERISA") and seeking to recover alleged losses in the Solutia Inc. Savings and Investment Plan ("SIP") arising from the alleged imprudent investment of SIP assets in Solutia's common stock during the period from December 16, 1998 through the date the action was filed. Solutia was not named as a defendant, but the plaintiff in Dickerson filed a proof of claim for $269 million against Solutia in the U.S. Bankruptcy Court for the Southern District of New York. The plaintiff then sought to withdraw the reference of his ERISA claim from the bankruptcy court to the district court so that the proof of claim and the class action could be considered together by the district court. On March 11, 2005 the district court denied without prejudice plaintiff's motion to withdraw the reference. In May of 2005, the plaintiffs filed an amended and then a second amended complaint. Although the ERISA violations alleged are very similar to those asserted in the original complaint, the second amended complaint added new allegations largely similar to those made in In Re Solutia Securities Litigation described above. This second amended complaint also adds twelve new defendants, including former and current directors and officers of Solutia. The directors are alleged to have breached their fiduciary duties under ERISA by failing to monitor the plan's fiduciaries, and by failing to recognize that the fiduciaries were not themselves properly managing the plan. Competition authorities in Belgium and several other European countries are investigating past commercial practices of certain companies engaged in the production and sale of butyl benzyl phthalates ("BBP"). One of the BBP producers under investigation by the Belgian Competition Authority is Ferro Belgium sprl, the 47 European subsidiary of Ferro Corporation. Ferro's BBP business in Europe was purchased from Solutia Inc. in 2000. Solutia received an indemnification notice from Ferro and has exercised its right, pursuant to the purchase agreement relating to Ferro's acquisition of the BBP business from Solutia, to assume and control the defense of Ferro in proceedings relating to these investigations. On July 7, 2005, the Belgian Competition Authority issued a Statement of Objections regarding its BBP investigation in which Solutia Europe S.A/N.V., a European subsidiary of Solutia, along with Ferro and two other producers of BBP, is identified as a party under investigation with respect to its ownership of the BBP business from 1997 until the business was sold to Ferro in 2000. Solutia Inc. is not named as a party under investigation in the Statement of Objections. Written comments to the Statement of Objections are due on August 31, 2005 and a preliminary oral hearing before the Belgian Competition Authority is currently scheduled to take place on September 6, 2005. Solutia is fully cooperating with the Belgian Competition Authority in this investigation. 48 ITEM 5. OTHER INFORMATION On July 28, 2005, Solutia received Bankruptcy Court approval to enter into employment agreements with Mr. James R. Voss, as its Senior Vice President - Business Operations, and with Mr. Jonathon P. Wright, as its President Integrated Nylon (each an "Agreement" and together, their "Agreements"). The term of each of the Agreements (the "Employment Period") is from August 1, 2005 until the six month anniversary of the Emergence Date (as hereinafter described). Under the Agreements, Mr. Voss will receive an annual base salary of not less than $300,000 and Mr. Wright will receive an annual base salary of not less than $350,000. Both Mr. Voss and Mr. Wright will participate in Solutia's annual incentive program with a target annual bonus opportunity of 75% of his annual base salary for Mr. Voss and 100% of his annual base salary for Mr. Wright. Both Mr. Voss and Mr. Wright will also be entitled to participate in all long-term and other incentive plans or programs applicable to senior executive officers of Solutia and its subsidiaries and in applicable savings, retirement, welfare benefit and vacation plans. In connection with his employment, Mr. Voss also received a signing bonus of $250,000. The Agreements provide that if either Mr. Voss or Mr. Wright, respectively, is employed by Solutia (or an affiliate of Solutia) on the six-month anniversary of such time, if ever, at which the Bankruptcy Court shall have confirmed a plan of reorganization of Solutia under Chapter 11 of the Bankruptcy Code and such plan shall have become effective (the "Emergence Date"), or if on or subsequent to the Emergence Date but prior to the six-month anniversary of the Emergence Date, he shall have been terminated by Solutia without Cause (as defined in the Agreement), shall have resigned for Good Reason (as defined in the Agreement), or shall have died or been terminated for Disability (as defined in the Agreement), then he will be eligible to receive an emergence bonus of up to $1,000,000, in the case of Mr. Voss, and up to $1,500,000, in the case of Mr. Wright (in each case, the "Emergence Bonus"), such amount being the maximum amount of the bonus pool established under the Agreements for Mr. Voss and Mr. Wright, respectively, with the actual amount of the Emergence Bonus to be determined pursuant to and in accordance with the performance measures and payment terms of the Solutia Inc. Emergence Incentive Bonus Program in which Solutia's Chief Executive Officer participates. If either Mr. Voss or Mr. Wright, respectively, voluntarily terminates his employment other than for Good Reason or is terminated for Cause, in either case between the Emergence Date and the six-month anniversary thereof, then he shall forfeit his right to receive the Emergence Bonus. If Solutia terminates Mr. Voss' or Mr. Wright's employment, respectively, other than for Cause, or Mr. Voss or Mr. Wright, respectively, terminates his employment for Good Reason, Solutia will pay him: (a) any accrued but unpaid base salary through the Date of Termination (as defined in the Agreement), (b) any unpaid annual bonus earned with respect to the previous year, and (c) any unpaid accrued vacation pay (collectively, "Accrued Obligations"), (d) an amount equal to 200% of his annual base salary ("Severance Payment") and (e) if the Date of Termination is on or subsequent to the Emergence Date, the Emergence Bonus, provided that he waives any and all claims against Solutia and its subsidiaries. Mr. Voss and Mr. Wright will also be entitled to any other benefits or amounts, excluding severance or separation pay or benefits, for which they are eligible under any plan, program, or policy of Solutia and its subsidiaries, such as any vested benefit under any qualified defined benefit or defined contribution retirement plan in which he participates (collectively, "Other Benefits"). If Mr. Voss' or Mr. Wright's employment, respectively, terminates because of death or Disability, he or his estate, as applicable, will receive the Accrued Obligations and the Other Benefits and, if such termination occurs on or after the Emergence Date but not later than the six month anniversary thereof, the Emergence Bonus. If Solutia terminates Mr. Voss' or Mr. Wright's employment, respectively, for Cause, or Mr. Voss or Mr. Wright, respectively, terminates his employment other than for Good Reason, Solutia will be obligated to pay him only the Accrued Obligations and the Other Benefits. The Agreements also contain provisions relating to non-competition, protection of Solutia's confidential information and non-solicitation of Solutia's employees. The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entireties by reference to the Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2. 49 ITEM 6. EXHIBITS See the Exhibit Index at page 52, of this report. 50 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SOLUTIA INC. -------------------------- (Registrant) /s/ TIMOTHY J. SPIHLMAN ------------------------------- (Vice President and Controller) (On behalf of the Registrant and as Principal Accounting Officer) Date: August 1, 2005 51 EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 10.1 Agreement by and between Solutia Inc. and James R. Voss, dated as of August 1, 2005 10.2 Agreement by and between Solutia Inc. and Jonathon P. Wright, dated as of August 1, 2005 11 Omitted--Inapplicable; see "Condensed Consolidated Statement of Operations" on page 1 31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32(a) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32(b) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 52 EX-10.1 2 ex10p1.txt Exhibit 10.1 AGREEMENT AGREEMENT by and between Solutia Inc., a Delaware corporation (the "Company"), and James R. Voss (the "Executive"), dated as of the 1st day of August, 2005 (the "Effective Date"). The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stakeholders to assure that the Company will have the continued dedication of the Executive until and for a period of time following the Emergence Date (as defined below). To induce the Executive to continue to serve the Company through and beyond the Emergence Date, the Company will provide the Executive with, among other things, a special emergence bonus. It is the Board's judgment that such a special emergence bonus arrangement is in the best interest of the Company and its stakeholders, and is consistent with the desire of the Board to maximize the value of the Company. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Special Emergence Bonus. ------------------------ At such time, if ever (the "Emergence Date"), at which the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") shall have confirmed a plan of reorganization of the Company under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Case") and such plan shall have become effective, if the Executive is employed by the Company on the Emergence Date the Executive shall be eligible to receive a special emergence bonus as follows: (a) If the Executive is employed by the Company on the six-month anniversary of the Emergence Date, or if, on or subsequent to the Emergence Date but prior to the six-month anniversary thereof, Executive shall have been terminated by the Company without Cause, shall have resigned for Good Reason, or shall have died or been terminated for Disability, then Executive shall be entitled to receive from the Company a special emergence bonus of up to $1,000,000, being the maximum amount of the bonus pool established hereunder for the Executive and which bonus shall be determined pursuant to and in accordance with the performance measures and payment terms of the Solutia Inc. Emergence Incentive Bonus Program in which the Company's Chief Executive Officer participates. (b) If the Executive shall voluntarily terminate his employment other than for Good Reason or shall be terminated by the Company for Cause, in either case between the Emergence Date and the six-month anniversary thereof, then Executive shall forfeit any and all right to receive a special emergence bonus hereunder. 2. Employment Period. The Company hereby agrees to continue ----------------- the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period (the "Employment Period") commencing on the Effective Date and ending on the date that is the six month anniversary of the Emergence Date. Where the context permits, all references to the Company shall include an affiliate of the Company by which the Executive is employed. As used in this Agreement, the term "affiliate" or "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. The obligations of the Company and the Executive under this Agreement including, without limitation, the obligations under Sections 1, 5, 6 and 7, shall survive the termination of the Employment Period to the extent necessary to accomplish the purposes thereof. 3. Terms of Employment. ------------------- (a) Position and Duties. ------------------- (i) During the Employment Period, (A) the Executive shall serve as Senior Vice President - Business Operations reporting directly to the Company's Chief Executive Officer, with authority, duties and responsibilities consistent with such position and as may be reasonably assigned to him from time to time by the Company's Chief Executive Officer and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or at any office or location of the Company not more than 50 miles from the Company's headquarters in St. Louis, Missouri. (ii) During the Employment Period, the Executive shall serve the Company faithfully, diligently and to the best of his ability, and shall devote substantially all of his time and efforts during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (B) manage personal investments, so long as such activities described in clauses A and B do not interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement, and (C) with the advance approval of the Board, serve on corporate, civic or charitable boards or committees. (b) Compensation. ------------ (i) Base Salary. During the Employment ----------- Period, the Executive shall receive an annual base salary ("Annual Base Salary") of not less than $300,000, which shall be paid in accordance with the Company's normal payroll practices. (ii) Annual Bonuses. In addition to Annual -------------- Base Salary, the Executive shall participate in the Company's Annual Incentive Program, or any successor annual bonus plan(s), with a target annual bonus opportunity of 75% of his Annual Base Salary. In addition, during the Employment Period, the Executive shall be entitled to participate in all long-term and other incentive plans, practices, policies and programs generally applicable to senior executive officers of the Company and its affiliated companies. (iii) Savings and Retirement Plans. During ---------------------------- the Employment Period, the Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs generally applicable to senior executive officers of the Company and its affiliated companies, subject to the Board's authority to modify or terminate any such plans, practices, policies or programs on a Company-wide basis at any time. 2 (iv) Welfare Benefit Plans. During the --------------------- Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to senior executive officers of the Company and its affiliated companies, subject to the Board's authority to modify or terminate any such plans, practices, policies or programs on a Company-wide basis at any time. (v) Expenses. During the Employment Period, -------- the Executive shall be entitled to receive prompt reimbursement, in accordance with Company policy, for all reasonable expenses incurred by the Executive in performing his duties hereunder. (vi) Vacation. During the Employment Period, -------- the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company and its affiliated companies as in effect from time to time. 4. Termination of Employment. ------------------------- (a) Death or Disability. The Executive's employment ------------------- shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 9(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the Executive's long term disability for purposes of any reasonable occupation as determined under the Company's disability plan that is applicable to the Executive. (b) Cause. The Company may terminate the Executive's ----- employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of the Company which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; 3 (iii) the Executive's conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty; or (iv) the Executive's habitual drug or alcohol abuse. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, in the case of conduct described in subparagraph (i) or (ii) above, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i),(ii), (iii) or (iv) above, and specifying the particulars thereof in detail. (c) Good Reason. The Executive's employment may be ----------- terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) a material failure by the Company to comply with any of the provisions of Section 3(b) of this Agreement relating to compensation, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position as Senior Vice President - Business Operations and the authority, duties and responsibilities contemplated by Section 3(a) of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided, that, a sale by the Company of subtantially all of its assets shall constitute a diminution in Executive's position, authority, duties and responsibilities for purposes of this Section 4(c)(ii); (iii) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i)(B) hereof or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; provided, however, that the requirement that Executive undertake such additional travel away from St. Louis, Missouri as is 4 reasonably required to enable him to fulfill his responsibilities in connection with the Chapter 11 case shall not constitute "Good Reason"; or (iv) the failure of the Company and the Executive to enter into a new employment agreement by the last day of the Employment Period. If the Executive terminates his employment for Good Reason pursuant to subparagraph (ii) above as a result of a sale by the Company of substantially all of its assets, then the Executive shall make himself available to the Company as a paid independent consultant for such fee, at such times, over such period of time and for such number of hours as the parties shall reasonably agree, taking account of any new employment that the Executive may undertake. (d) Notice of Termination. Any termination by the --------------------- Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 9(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) Date of Termination. "Date of Termination" means ------------------- (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. 5. Obligations of the Company upon Termination. ------------------------------------------- (a) Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within ten days of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: 5 A. the sum of (1) the Executive's accrued Annual Base Salary through the Date of Termination, (2) any annual bonus earned by the Executive with respect to the previous year, and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. an amount equal to 200% of the Executive's Annual Base Salary immediately prior to the Date of Termination (the "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Executive under the Solutia Inc. Emergence Incentive Bonus Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as amounts are payable. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000. (b) Death. If the Executive's employment is terminated ----- by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for timely payment or provision of the following: 6 (i) Accrued Obligations; (ii) Other Benefits; and (iii) if such termination occurs on or after the Emergence Date but not later than the six-month anniversary thereof, the amount, if any, to which Executive is entitled under the Solutia Inc. Emergence Incentive Bonus Program. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. Amounts to be paid under Section 5(b)(ii), other than benefits due from retirement plans tax qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code")("TQ Plans"), and 5(b)(iii) shall be paid no later than 2 1/2 months after the end of the year in which the Executive dies. (c) Disability. If the Executive's employment is ---------- terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for timely payment or provision of the following: (i) Accrued Obligations; (ii) Other Benefits; and (iii) if such termination occurs on or after the Emergence Date but not later than the six-month anniversary thereof, the amount, if any, to which Executive is entitled under the Solutia Inc. Emergence Incentive Bonus Program. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Amounts to be paid under Sections5(c)(ii), other than TQ Plans, and 5(c)(iii) shall be paid no later than 2 1/2 months after the year in which the Executive's employment terminates by reason of Disability. (d) Cause; Other than for Good Reason. If the --------------------------------- Executive's employment shall be terminated for Cause during the Employment Period, or if the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. 6. Full Settlement; Legal Fees. The Company's obligation to --------------------------- make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts 7 payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest, in which the Executive is the prevailing party, by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any payment from the time at which the liability for the applicable legal fees and expenses was incurred by Executive, at the applicable Federal rate provided for in Section 7872(f) (2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). 7. Confidential Information and Competitive Activity. ------------------------------------------------- (a) Confidential Information. As used herein, ------------------------ "Confidential Information" means all technical and business information of the Company and its affiliated companies, whether patentable or not, which is of a confidential, trade secret and/or proprietary character and which is either developed by the Executive (alone or with others) or to which the Executive has had access during the Executive's employment. "Confidential Information" shall also include confidential evaluations of, and the confidential use or non-use by the Company or any affiliated company of, technical or business information in the public domain. The Executive shall use the Executive's best efforts and diligence both during and after employment by the Company to protect the confidential, trade secret and/or proprietary character of all Confidential Information. The Executive shall not, directly or indirectly, use (for the Executive or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectible as confidential or trade secret information, except as may be necessary for the performance of the Executive's duties with the Company. The Executive shall deliver promptly to the Company, at the termination of the Executive's employment, or at any other time at the Company's request, without retaining any copies, all documents and other material in the Executive's possession relating, directly or indirectly, to any Confidential Information. Each of the Executive's obligations in this Section shall also apply to the confidential, trade secret and proprietary information learned or acquired by the Executive during the Executive's employment from others with whom the Company or any affiliated company has a business relationship. The Executive understands that the Executive is not to disclose to the Company or any affiliated company, or use for its benefit, any of the confidential, trade secret or proprietary information of others, including any of the Executive's former employers. (b) Competitive Activity; Nonsolicitation. In the ------------------------------------- event that, during the Employment Period, Executive shall voluntarily terminate his employment hereunder, be terminated by the Company without Cause, or terminate his employment hereunder for Good 8 Reason, then the Executive shall not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise), at any time during the six months following termination of his employment with the Company or any affiliate for any reason, engage in or contribute his knowledge to any work or activity that involves a product, process, apparatus, service or development which is then competitive with or similar to a product, process, apparatus, service or development on which he worked or with respect to which he had access to Confidential Information while employed by the Company or an affiliate at any time during the period of five years immediately prior to his Date of Termination ("Competitive Work"). However, the Executive shall be permitted to engage in such proposed work or activity, and the Company shall furnish him a written consent to that effect signed by an officer of the Company, if the Executive shall have furnished to the Company clear and convincing written evidence, including assurances from the Executive and his new employer, that the fulfillment of his duties in such proposed work or activity would not likely cause him to disclose, base judgment upon, or use any Confidential Information. In addition, during his employment by the Company or an affiliate and for a period of six months thereafter, the Executive shall not, directly or indirectly, (i) induce or attempt to induce a salaried employee of the Company or any of its affiliates to accept employment or affiliation involving Competitive Work with another firm or corporation of which the Executive is an employee, owner, partner or consultant, or (ii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between the Company and any such customer, supplier, licensee or other person having a business relationship with the Company. (c) Injunctive Relief. Executive agrees that the ----------------- restrictions imposed upon him by this Section 7 are fair and reasonable considering the nature of the Company's business and are reasonably required for the protection of the Company. Executive also acknowledges that a breach of any of the provisions of this Section 7 may result in continuing and irreparable damages to the Company for which there may be no adequate remedy at law, and that the Company, in addition to all other relief available to it, shall be entitled to the issuance of a temporary restraining order, preliminary injunction and permanent injunction restraining the Executive from committing or continuing to commit any breach of the provisions of this Section 7. (d) Blue Pencil. If, at any time, the provisions of ----------- this Section 7 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and the Executive and the Company agree that this Agreement as amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 8. Successors. ---------- (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the 9 laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 9. Miscellaneous. ------------- (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: James R. Voss ----------------- ----------------- If to the Company: Rosemary L. Klein Senior Vice President, General Counsel and Corporate Secretary Solutia Inc. P.O. Box 66760 St. Louis, MO 63166-6760 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the 10 Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. Further, this Agreement also supersedes, without limitation, and any other prior employment agreement between the Company and the Executive and the Executive waives all rights with respect to such agreements, including, without limitation, any claims for damages related to such agreements; provided, that this Agreement shall have no effect on the Executive's rights under any plan, program, policy or practice provided by the Company or any of its affiliated companies except that the benefits and other payments provided for pursuant to Section 5 hereof shall be in lieu of any severance or separation pay or benefits to which the Executive might otherwise be entitled under any plan, program, policy or arrangement of the Company and its affiliates. (g) No amounts shall be payable pursuant to Section 5(a)(i)(B), 5(a)(i)(C) or 5(d) of this Agreement unless and until the Executive shall have executed and delivered a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A. (h) Except as otherwise provided by Section 7(c), in the event of any dispute, controversy or claim arising out of or relating to this Agreement or Executive's employment or termination thereof, the parties hereby agree to settle such dispute, controversy or claim in a binding arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which arbitration shall be conducted in St. Louis, Missouri. The parties agree that the arbitral award shall be final and non-appealable and, except as otherwise provided by Section 7(c), shall be the sole and exclusive remedy between the parties hereunder. The parties agree that judgment on the arbitral award may be entered in any court having competent jurisdiction over the parties or their assets. 10. Code Section 409A. Compliance. The arrangements under this ----------------------------- Agreement are not intended to create "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and any rulings or regulations thereunder, including IRS Notice 2005-1, and all provisions of this Agreement shall be interpreted consistently with such intent. Further, in the event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement that could cause such provision to result in an obligation to pay deferred compensation subject to Section 409A of the Code, such ambiguity shall be interpreted and resolved in the manner that the Company deems necessary to either avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code or to comply with timing and payment provisions of Section 409A of the Code, and (b) the Company determines, in good faith, that any amendment to this Agreement is necessary or appropriate in order to comply with timing and payment provisions of Section 409A of the Code or to avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code, the Company shall have the right to make such amendment, on a prospective or retroactive basis, in its sole discretion. 11. Counterparts. This Agreement may be executed in separate ------------ counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same 11 agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party in original or facsimile form. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. /s/ James R. Voss ------------------------------- James R. Voss SOLUTIA INC. By /s/ Rosemary L. Klein ---------------------------- Rosemary L. Klein 12 Exhibit A --------- WAIVER AND RELEASE Reference is made to that Agreement (the "Agreement"), dated as of August 1, 2005, by and between Solutia, Inc., a Delaware Corporation (the "Company"), and James R. Voss (the "Executive"). This Waiver and Release (this "Waiver") is made as of the __ day of ____________, 200_, by the Executive pursuant to Section 9(g) of the Agreement. Release and Waiver of Claims Against the Company ------------------------------------------------ (a) The Executive, on behalf of himself, his agents, heirs, successors, assigns, executors and administrators, in consideration for the payments and other consideration provided for under the Agreement, hereby forever releases and discharges the Company and its successors, their affiliated entities, and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, successors and assigns from any and all known and unknown causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Waiver, including but not limited to (i) any claim for breach of contract, breach of implied covenant, breach of oral or written promise, wrongful termination, intentional infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination, and including without limitation alleged violations of Title VII of the Civil Rights Act of 1964, as amended, prohibiting discrimination based on race, color, religion, sex or national origin; the Family and Medical Leave Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; other federal, state and local laws, ordinances and regulations; and any unemployment or workers' compensation law, excepting only those obligations of the Company expressly recited in the Agreement or this Waiver and any claims to benefits under the Company's employee benefit plans as defined exclusively in written plan documents; (ii) any and all liability that was or may have been alleged against or imputed to the Company by the Executive or by anyone acting on his behalf; (iii) all claims for wages, monetary or equitable relief, employment or reemployment with the Company in any position, and any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys' fees and costs except as otherwise provided herein or in the Agreement. (b) The Executive shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Waiver. In the event there is presently pending any action, suit, claim, charge or proceeding within the scope of this Waiver, or if such a proceeding is commenced in the future, the Executive shall promptly withdraw it, with prejudice, to the extent he has the power to do so. The Executive represents and warrants that he has not assigned any claim released herein, or authorized any other person to assert any claim on his behalf. (c) In the event any action, suit, claim, charge or proceeding within the scope of this Waiver is brought by any government agency, putative class representative or other third party to vindicate any alleged rights of the Executive, (i) the Executive shall, except to the extent 13 required or compelled by law, legal process or subpoena, refrain from participating, testifying or producing documents therein, and (ii) all damages, inclusive of attorneys' fees, if any, required to be paid to the Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by the Executive within ten (10) days of his receipt thereof. (d) In the event of a breach of this Waiver by the Executive, the Company's obligations pursuant to the Agreement shall cease as of the date of such breach. Furthermore, the Executive understands that his breach of the provisions of this Waiver will cause monetary damages to the Company. Thus, should the Executive breach the provisions of this Waiver, he shall be required to pay the Company, as liquidated damages, the amount of the consideration paid by the Company to the Executive pursuant to the Agreement plus all costs and expenses, including all attorneys' fees and expenses, that the Company incurs in enforcing this Waiver. The Executive agrees that the foregoing amount of liquidated damages is reasonable and necessary, and does not constitute a penalty. Voluntary Execution of Waiver. ----------------------------- BY HIS SIGNATURE BELOW, THE EXECUTIVE ACKNOWLEDGES THAT: (A) I HAVE RECEIVED A COPY OF THIS WAIVER AND WAS OFFERED A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER IT; (B) IF I SIGN THIS WAIVER PRIOR TO THE EXPIRATION OF TWENTY-ONE (21) DAYS, I KNOWINGLY AND VOLUNTARILY WAIVE AND GIVE UP THIS RIGHT OF REVIEW; (C) I HAVE THE RIGHT TO REVOKE THIS WAIVER FOR A PERIOD OF SEVEN (7) DAYS AFTER I SIGN IT BY MAILING OR DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMPANY'S GENERAL COUNSEL, NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER THE DAY ON WHICH I SIGNED THIS WAIVER; (D) THIS WAIVER SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN DAY REVOCATION PERIOD HAS EXPIRED WITHOUT THE WAIVER HAVING BEEN REVOKED; (E) THIS WAIVER WILL BE FINAL AND BINDING AFTER THE EXPIRATION OF THE REVOCATION PERIOD REFERRED TO IN (C). I AGREE NOT TO CHALLENGE ITS ENFORCEABILITY; (F) I AM AWARE OF MY RIGHT TO CONSULT AN ATTORNEY, HAVE BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY, AND HAVE HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS WAIVER; 14 (G) NO PROMISE OR INDUCEMENT FOR THIS WAIVER HAS BEEN MADE EXCEPT AS SET FORTH IN THIS WAIVER; (H) I AM LEGALLY COMPETENT TO EXECUTE THIS WAIVER AND ACCEPT FULL RESPONSIBILITY FOR IT; AND (I) I HAVE CAREFULLY READ THIS WAIVER, ACKNOWLEDGE THAT I HAVE NOT RELIED ON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT OR THE AGREEMENT, AND WARRANT AND REPRESENT THAT I AM SIGNING THIS WAIVER KNOWINGLY AND VOLUNTARILY. Intending to be legally bound, I have signed this Waiver as of the date first set forth above. ------------------------------- James R. Voss 15 EX-10.2 3 ex10p2.txt Exhibit 10.2 AGREEMENT AGREEMENT by and between Solutia Inc., a Delaware corporation (the "Company"), and Jonathon P. Wright (the "Executive"), dated as of the 1st day of August, 2005 (the "Effective Date"). The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stakeholders to assure that the Company will have the continued dedication of the Executive until and for a period of time following the Emergence Date (as defined below). To induce the Executive to continue to serve the Company through and beyond the Emergence Date, the Company will provide the Executive with, among other things, a special emergence bonus. It is the Board's judgment that such a special emergence bonus arrangement is in the best interest of the Company and its stakeholders, and is consistent with the desire of the Board to maximize the value of the Company. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Special Emergence Bonus. ----------------------- At such time, if ever (the "Emergence Date"), at which the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") shall have confirmed a plan of reorganization of the Company under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Case") and such plan shall have become effective, if the Executive is employed by the Company on the Emergence Date the Executive shall be eligible to receive a special emergence bonus as follows: (a) If the Executive is employed by the Company on the six-month anniversary of the Emergence Date, or if, on or subsequent to the Emergence Date but prior to the six-month anniversary thereof, Executive shall have been terminated by the Company without Cause, shall have resigned for Good Reason, or shall have died or been terminated for Disability, then Executive shall be entitled to receive from the Company a special emergence bonus of up to $1,500,000, being the maximum amount of the bonus pool established hereunder for the Executive and which bonus shall be determined pursuant to and in accordance with the performance measures and payment terms of the Solutia Inc. Emergence Incentive Bonus Program in which the Company's Chief Executive Officer participates. (b) If the Executive shall voluntarily terminate his employment other than for Good Reason or shall be terminated by the Company for Cause, in either case between the Emergence Date and the six-month anniversary thereof, then Executive shall forfeit any and all right to receive a special emergence bonus hereunder. 2. Employment Period. The Company hereby agrees to continue the ----------------- Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period (the "Employment Period") commencing on the Effective Date and ending on the date that is the six month anniversary of the Emergence Date. Where the context permits, all references to the Company shall include an affiliate of the Company by which the Executive is employed. As used in this Agreement, the term "affiliate" or "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. The obligations of the Company and the Executive under this Agreement including, without limitation, the obligations under Sections 1, 5, 6 and 7, shall survive the termination of the Employment Period to the extent necessary to accomplish the purposes thereof. 3. Terms of Employment. ------------------- (a) Position and Duties. ------------------- (i) During the Employment Period, (A) the Executive shall serve as Senior Vice President and President Integrated Nylon reporting directly to the Company's Chief Executive Officer, with authority, duties and responsibilities consistent with such position and as may be reasonably assigned to him from time to time by the Company's Chief Executive Officer and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or at any office or location of the Company not more than 50 miles from the Company's headquarters in St. Louis, Missouri. (ii) During the Employment Period, the Executive shall serve the Company faithfully, diligently and to the best of his ability, and shall devote substantially all of his time and efforts during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (B) manage personal investments, so long as such activities described in clauses A and B do not interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement, and (C) with the advance approval of the Board, serve on corporate, civic or charitable boards or committees. (b) Compensation. ------------ (i) Base Salary. During the Employment Period, ----------- the Executive shall receive an annual base salary ("Annual Base Salary") of not less than $350,000, which shall be paid in accordance with the Company's normal payroll practices. (ii) Annual Bonuses. In addition to Annual Base -------------- Salary, the Executive shall participate in the Company's Annual Incentive Program, or any successor annual bonus plan(s), with a target annual bonus opportunity of 100% of his Annual Base Salary. In addition, during the Employment Period, the Executive shall be entitled to participate in all long-term and other incentive plans, practices, policies and programs generally applicable to senior executive officers of the Company and its affiliated companies. (iii) Savings and Retirement Plans. During the ---------------------------- Employment Period, the Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs generally applicable to senior executive officers of the Company 2 and its affiliated companies, subject to the Board's authority to modify or terminate any such plans, practices, policies or programs on a Company-wide basis at any time. (iv) Welfare Benefit Plans. During the Employment --------------------- Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to senior executive officers of the Company and its affiliated companies, subject to the Board's authority to modify or terminate any such plans, practices, policies or programs on a Company-wide basis at any time. (v) Expenses. During the Employment Period, the -------- Executive shall be entitled to receive prompt reimbursement, in accordance with Company policy, for all reasonable expenses incurred by the Executive in performing his duties hereunder. (vi) Vacation. During the Employment Period, the -------- Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company and its affiliated companies as in effect from time to time. 4. Termination of Employment. ------------------------- (a) Death or Disability. The Executive's employment shall ------------------- terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 9(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the Executive's long term disability for purposes of any reasonable occupation as determined under the Company's disability plan that is applicable to the Executive. (b) Cause. The Company may terminate the Executive's ----- employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of the Company which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; 3 (iii) the Executive's conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty; or (iv) the Executive's habitual drug or alcohol abuse. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, in the case of conduct described in subparagraph (i) or (ii) above, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i),(ii), (iii) or (iv) above, and specifying the particulars thereof in detail. (c) Good Reason. The Executive's employment may be ----------- terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) a material failure by the Company to comply with any of the provisions of Section 3(b) of this Agreement relating to compensation, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position as Senior Vice President and President - Integrated Nylon and the authority, duties and responsibilities contemplated by Section 3(a) of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided, that, a sale by the Company of subtantially all of its assets shall constitute a diminution in Executive's position, authority, duties and responsibilities for purposes of this Section 4(c)(ii); (iii) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i)(B) hereof or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; provided, however, that the requirement that Executive undertake such additional travel away from St. Louis, Missouri as is 4 reasonably required to enable him to fulfill his responsibilities in connection with the Chapter 11 case shall not constitute "Good Reason"; or (iv) the failure of the Company and the Executive to enter into a new employment agreement by the last day of the Employment Period. If the Executive terminates his employment for Good Reason pursuant to subparagraph (ii) above as a result of a sale by the Company of substantially all of its assets, then the Executive shall make himself available to the Company as a paid independent consultant for such fee, at such times, over such period of time and for such number of hours as the parties shall reasonably agree, taking account of any new employment that the Executive may undertake. (d) Notice of Termination. Any termination by the Company --------------------- for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 9(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) Date of Termination. "Date of Termination" means (i) ------------------- if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. 5. Obligations of the Company upon Termination. ------------------------------------------- (a) Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within ten days of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: 5 A. the sum of (1) the Executive's accrued Annual Base Salary through the Date of Termination, (2) any annual bonus earned by the Executive with respect to the previous year, and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. an amount equal to 200% of the Executive's Annual Base Salary immediately prior to the Date of Termination (the "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i)(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Executive under the Solutia Inc. Emergence Incentive Bonus Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as amounts are payable. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000. (b) Death. If the Executive's employment is terminated by ----- reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for timely payment or provision of the following: 6 (i) Accrued Obligations; (ii) Other Benefits; and (iii) if such termination occurs on or after the Emergence Date but not later than the six-month anniversary thereof, the amount, if any, to which Executive is entitled under the Solutia Inc. Emergence Incentive Bonus Program. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. Amounts to be paid under Section 5(b)(ii), other than benefits due from retirement plans tax qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code")("TQ Plans"), and 5(b)(iii) shall be paid no later than 2 1/2 months after the end of the year in which the Executive dies. (c) Disability. If the Executive's employment is ---------- terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for timely payment or provision of the following: (i) Accrued Obligations; (ii) Other Benefits; and (iii) if such termination occurs on or after the Emergence Date but not later than the six-month anniversary thereof, the amount, if any, to which Executive is entitled under the Solutia Inc. Emergence Incentive Bonus Program. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Amounts to be paid under Sections5(c)(ii), other than TQ Plans, and 5(c)(iii) shall be paid no later than 2 1/2 months after the year in which the Executive's employment terminates by reason of Disability. (d) Cause; Other than for Good Reason. If the Executive's --------------------------------- employment shall be terminated for Cause during the Employment Period, or if the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. 6. Full Settlement; Legal Fees. The Company's obligation to make --------------------------- the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts 7 payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest, in which the Executive is the prevailing party, by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any payment from the time at which the liability for the applicable legal fees and expenses was incurred by Executive, at the applicable Federal rate provided for in Section 7872(f) (2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). 7. Confidential Information and Competitive Activity. ------------------------------------------------- (a) Confidential Information. As used herein, ------------------------ "Confidential Information" means all technical and business information of the Company and its affiliated companies, whether patentable or not, which is of a confidential, trade secret and/or proprietary character and which is either developed by the Executive (alone or with others) or to which the Executive has had access during the Executive's employment. "Confidential Information" shall also include confidential evaluations of, and the confidential use or non-use by the Company or any affiliated company of, technical or business information in the public domain. The Executive shall use the Executive's best efforts and diligence both during and after employment by the Company to protect the confidential, trade secret and/or proprietary character of all Confidential Information. The Executive shall not, directly or indirectly, use (for the Executive or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectible as confidential or trade secret information, except as may be necessary for the performance of the Executive's duties with the Company. The Executive shall deliver promptly to the Company, at the termination of the Executive's employment, or at any other time at the Company's request, without retaining any copies, all documents and other material in the Executive's possession relating, directly or indirectly, to any Confidential Information. Each of the Executive's obligations in this Section shall also apply to the confidential, trade secret and proprietary information learned or acquired by the Executive during the Executive's employment from others with whom the Company or any affiliated company has a business relationship. The Executive understands that the Executive is not to disclose to the Company or any affiliated company, or use for its benefit, any of the confidential, trade secret or proprietary information of others, including any of the Executive's former employers. (b) Competitive Activity; Nonsolicitation. In the event ------------------------------------- that, during the Employment Period, Executive shall voluntarily terminate his employment hereunder, be terminated by the Company without Cause, or terminate his employment hereunder for Good 8 Reason, then the Executive shall not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise), at any time during the six months following termination of his employment with the Company or any affiliate for any reason, engage in or contribute his knowledge to any work or activity that involves a product, process, apparatus, service or development which is then competitive with or similar to a product, process, apparatus, service or development on which he worked or with respect to which he had access to Confidential Information while employed by the Company or an affiliate at any time during the period of five years immediately prior to his Date of Termination ("Competitive Work"). However, the Executive shall be permitted to engage in such proposed work or activity, and the Company shall furnish him a written consent to that effect signed by an officer of the Company, if the Executive shall have furnished to the Company clear and convincing written evidence, including assurances from the Executive and his new employer, that the fulfillment of his duties in such proposed work or activity would not likely cause him to disclose, base judgment upon, or use any Confidential Information. In addition, during his employment by the Company or an affiliate and for a period of six months thereafter, the Executive shall not, directly or indirectly, (i) induce or attempt to induce a salaried employee of the Company or any of its affiliates to accept employment or affiliation involving Competitive Work with another firm or corporation of which the Executive is an employee, owner, partner or consultant, or (ii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between the Company and any such customer, supplier, licensee or other person having a business relationship with the Company. (c) Injunctive Relief. Executive agrees that the ----------------- restrictions imposed upon him by this Section 7 are fair and reasonable considering the nature of the Company's business and are reasonably required for the protection of the Company. Executive also acknowledges that a breach of any of the provisions of this Section 7 may result in continuing and irreparable damages to the Company for which there may be no adequate remedy at law, and that the Company, in addition to all other relief available to it, shall be entitled to the issuance of a temporary restraining order, preliminary injunction and permanent injunction restraining the Executive from committing or continuing to commit any breach of the provisions of this Section 7. (d) Blue Pencil. If, at any time, the provisions of this ----------- Section 7 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and the Executive and the Company agree that this Agreement as amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 8. Successors. ---------- (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the 9 laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 9. Miscellaneous. ------------- (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Jonathon P. Wright ----------------- ----------------- If to the Company: Rosemary L. Klein Senior Vice President, General Counsel and Corporate Secretary Solutia Inc. P.O. Box 66760 St. Louis, MO 63166-6760 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the 10 Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. Further, this Agreement also supersedes, without limitation, and any other prior employment agreement between the Company and the Executive and the Executive waives all rights with respect to such agreements, including, without limitation, any claims for damages related to such agreements; provided, that this Agreement shall have no effect on the Executive's rights under any plan, program, policy or practice provided by the Company or any of its affiliated companies except that the benefits and other payments provided for pursuant to Section 5 hereof shall be in lieu of any severance or separation pay or benefits to which the Executive might otherwise be entitled under any plan, program, policy or arrangement of the Company and its affiliates. (g) No amounts shall be payable pursuant to Section 5(a)(i)(B), 5(a)(i)(C) or 5(d) of this Agreement unless and until the Executive shall have executed and delivered a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A. (h) Except as otherwise provided by Section 7(c), in the event of any dispute, controversy or claim arising out of or relating to this Agreement or Executive's employment or termination thereof, the parties hereby agree to settle such dispute, controversy or claim in a binding arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which arbitration shall be conducted in St. Louis, Missouri. The parties agree that the arbitral award shall be final and non-appealable and, except as otherwise provided by Section 7(c), shall be the sole and exclusive remedy between the parties hereunder. The parties agree that judgment on the arbitral award may be entered in any court having competent jurisdiction over the parties or their assets. 10. Code Section 409A. Compliance. The arrangements under this ----------------------------- Agreement are not intended to create "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and any rulings or regulations thereunder, including IRS Notice 2005-1, and all provisions of this Agreement shall be interpreted consistently with such intent. Further, in the event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement that could cause such provision to result in an obligation to pay deferred compensation subject to Section 409A of the Code, such ambiguity shall be interpreted and resolved in the manner that the Company deems necessary to either avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code or to comply with timing and payment provisions of Section 409A of the Code, and (b) the Company determines, in good faith, that any amendment to this Agreement is necessary or appropriate in order to comply with timing and payment provisions of Section 409A of the Code or to avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code, the Company shall have the right to make such amendment, on a prospective or retroactive basis, in its sole discretion. 11. Counterparts. This Agreement may be executed in separate ------------ counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same 11 agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party in original or facsimile form. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. /s/ Jonathon P. Wright ---------------------------------------- Jonathon P. Wright SOLUTIA INC. By /s/ Rosemary L. Klein ------------------------------------- Rosemary L. Klein 12 Exhibit A --------- WAIVER AND RELEASE Reference is made to that Agreement (the "Agreement"), dated as of August 1, 2005, by and between Solutia, Inc., a Delaware Corporation (the "Company"), and Jonathon P. Wright (the "Executive"). This Waiver and Release (this "Waiver") is made as of the __ day of ____________, 200_, by the Executive pursuant to Section 9(g) of the Agreement. Release and Waiver of Claims Against the Company ------------------------------------------------ (a) The Executive, on behalf of himself, his agents, heirs, successors, assigns, executors and administrators, in consideration for the payments and other consideration provided for under the Agreement, hereby forever releases and discharges the Company and its successors, their affiliated entities, and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, successors and assigns from any and all known and unknown causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Waiver, including but not limited to (i) any claim for breach of contract, breach of implied covenant, breach of oral or written promise, wrongful termination, intentional infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination, and including without limitation alleged violations of Title VII of the Civil Rights Act of 1964, as amended, prohibiting discrimination based on race, color, religion, sex or national origin; the Family and Medical Leave Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; other federal, state and local laws, ordinances and regulations; and any unemployment or workers' compensation law, excepting only those obligations of the Company expressly recited in the Agreement or this Waiver and any claims to benefits under the Company's employee benefit plans as defined exclusively in written plan documents; (ii) any and all liability that was or may have been alleged against or imputed to the Company by the Executive or by anyone acting on his behalf; (iii) all claims for wages, monetary or equitable relief, employment or reemployment with the Company in any position, and any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys' fees and costs except as otherwise provided herein or in the Agreement. (b) The Executive shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Waiver. In the event there is presently pending any action, suit, claim, charge or proceeding within the scope of this Waiver, or if such a proceeding is commenced in the future, the Executive shall promptly withdraw it, with prejudice, to the extent he has the power to do so. The Executive represents and warrants that he has not assigned any claim released herein, or authorized any other person to assert any claim on his behalf. (c) In the event any action, suit, claim, charge or proceeding within the scope of this Waiver is brought by any government agency, putative class representative or other third party to vindicate any alleged rights of the Executive, (i) the Executive shall, except to the extent 13 required or compelled by law, legal process or subpoena, refrain from participating, testifying or producing documents therein, and (ii) all damages, inclusive of attorneys' fees, if any, required to be paid to the Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by the Executive within ten (10) days of his receipt thereof. (d) In the event of a breach of this Waiver by the Executive, the Company's obligations pursuant to the Agreement shall cease as of the date of such breach. Furthermore, the Executive understands that his breach of the provisions of this Waiver will cause monetary damages to the Company. Thus, should the Executive breach the provisions of this Waiver, he shall be required to pay the Company, as liquidated damages, the amount of the consideration paid by the Company to the Executive pursuant to the Agreement plus all costs and expenses, including all attorneys' fees and expenses, that the Company incurs in enforcing this Waiver. The Executive agrees that the foregoing amount of liquidated damages is reasonable and necessary, and does not constitute a penalty. Voluntary Execution of Waiver. ------------------------------ BY HIS SIGNATURE BELOW, THE EXECUTIVE ACKNOWLEDGES THAT: (A) I HAVE RECEIVED A COPY OF THIS WAIVER AND WAS OFFERED A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER IT; (B) IF I SIGN THIS WAIVER PRIOR TO THE EXPIRATION OF TWENTY-ONE (21) DAYS, I KNOWINGLY AND VOLUNTARILY WAIVE AND GIVE UP THIS RIGHT OF REVIEW; (C) I HAVE THE RIGHT TO REVOKE THIS WAIVER FOR A PERIOD OF SEVEN (7) DAYS AFTER I SIGN IT BY MAILING OR DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMPANY'S GENERAL COUNSEL, NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER THE DAY ON WHICH I SIGNED THIS WAIVER; (D) THIS WAIVER SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN DAY REVOCATION PERIOD HAS EXPIRED WITHOUT THE WAIVER HAVING BEEN REVOKED; (E) THIS WAIVER WILL BE FINAL AND BINDING AFTER THE EXPIRATION OF THE REVOCATION PERIOD REFERRED TO IN (C). I AGREE NOT TO CHALLENGE ITS ENFORCEABILITY; (F) I AM AWARE OF MY RIGHT TO CONSULT AN ATTORNEY, HAVE BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY, AND HAVE HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS WAIVER; 14 (G) NO PROMISE OR INDUCEMENT FOR THIS WAIVER HAS BEEN MADE EXCEPT AS SET FORTH IN THIS WAIVER; (H) I AM LEGALLY COMPETENT TO EXECUTE THIS WAIVER AND ACCEPT FULL RESPONSIBILITY FOR IT; AND (I) I HAVE CAREFULLY READ THIS WAIVER, ACKNOWLEDGE THAT I HAVE NOT RELIED ON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT OR THE AGREEMENT, AND WARRANT AND REPRESENT THAT I AM SIGNING THIS WAIVER KNOWINGLY AND VOLUNTARILY. Intending to be legally bound, I have signed this Waiver as of the date first set forth above. ------------------------------------- Jonathon P. Wright 15 EX-31.(A) 4 ex31a.txt EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jeffry N. Quinn, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Solutia Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 1, 2005 /s/ Jeffry N. Quinn ------------------- Jeffry N. Quinn President and Chief Executive Officer EX-31.(B) 5 ex31b.txt EXHIBIT 31(b) CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James M. Sullivan, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Solutia Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 1, 2005 /s/ James M. Sullivan --------------------- James M. Sullivan Senior Vice President and Chief Financial Officer EX-32.(A) 6 ex32a.txt EXHIBIT 32(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jeffry N. Quinn, Chief Executive Officer of Solutia Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 1, 2005 /s/ Jeffry N. Quinn ------------------- Jeffry N. Quinn Chief Executive Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Solutia Inc. and will be retained by Solutia Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.(B) 7 ex32b.txt EXHIBIT 32(b) CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, James M. Sullivan, Chief Financial Officer of Solutia Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 1, 2005 /s/ James M. Sullivan --------------------- James M. Sullivan Chief Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Solutia Inc. and will be retained by Solutia Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----