UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 19, 2006
SOLUTIA INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OF INCORPORATION)
001-13255 43-1781797
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(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(314) 674-1000
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
See Item 7.01. "Regulation FD Disclosure" below.
ITEM 7.01. REGULATION FD DISCLOSURE
The following information is being furnished under Item 7.01.
"Regulation FD Disclosure."
On January 30, 2004, Solutia Inc.'s wholly owned subsidiary,
Solutia Europe S.A./N.V. ("SESA"), restructured its then (euro) 200 million,
10.00 percent Euro Notes ("Euronotes"), due in 2008. Pursuant to Section
9(m) of the amended and restated Terms and Conditions of the Euronotes,
contained in Schedule 1 to the Fiscal Agency Agreement, as further amended
by Amendment No. 1 to the Fiscal Agency Agreement and Terms and Conditions
of Notes (dated as of November 9, 2004), SESA agreed to certain financial
reporting requirements including, among other things, filing quarterly
consolidating and consolidated financial statements, absent footnotes, of
SESA and its subsidiaries with the Securities and Exchange Commission
("SEC") on Form 8-K within 60 days after each quarter end, or 110 days after
the fourth fiscal quarter, commencing with the quarter ended March 31, 2004
(referred to hereafter as "Financial Statements") and to include in each
such Form 8-K a narrative discussion and analysis in reasonable detail of
the business, financial condition, results of operations and liquidity of
SESA and its subsidiaries as of the end of such fiscal quarter (and, in the
case of the fourth quarter, for the fiscal year), together with a brief
description of the material developments in the business of SESA and its
subsidiaries over such fiscal period.
The unaudited Financial Statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in
Exhibits 99.1 and 99.2, respectively, satisfy these reporting requirements
for the quarter and year ended December 31, 2005. The Financial Statements
include consolidated and consolidating balance sheets, consolidated and
consolidating statements of operations and consolidated and consolidating
statements of cash flows for SESA and its subsidiaries, each as of and for
the three and twelve months ended December 31, 2005 and December 31, 2004,
respectively. The Financial Statements include the accounts of SESA and its
subsidiaries and all significant intercompany transactions, and balances
have been eliminated in consolidation. These Financial Statements should be
read in conjunction with the audited financial statements and notes to
consolidated financial statements included in the Solutia Inc. 2005 Annual
Report on Form 10-K, filed with the SEC on March 15, 2006. Management's
Discussion and Analysis of Financial Condition and Results of Operations
includes a comparison of the fourth quarter 2005 with the fourth quarter 2004
and a comparison of the twelve months ended December 31, 2005 with the
comparable period in 2004. This Management's Discussion and Analysis of
Financial Condition and Results of Operations disclosure is being provided
solely to satisfy SESA's contractual obligation noted above and is not
intended to, nor does the disclosure fully satisfy all the requirements of a
Management's Discussion and Analysis of Financial Condition and Results of
Operations disclosure under U.S. securities law.
The unaudited Financial Statements included in Exhibit 99.1 to this
Form 8-K have been prepared in accordance with accounting principles
generally accepted in the United States of America and are presented in U.S.
dollars. In addition, the Financial Statements reflect all adjustments that,
in the opinion of management, are necessary to present fairly the financial
position, results of operations, and cash flows for the interim periods
reported. Such adjustments are of a normal, recurring nature.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are included in this Report:
Exhibit Number Description
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99.1 Unaudited consolidated and consolidating financial
statements of SESA and its subsidiaries
99.2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
SIGNATURES
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.
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(Registrant)
/s/ Rosemary L. Klein
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Senior Vice President
General Counsel and Secretary
DATE: April 19, 2006
EXHIBIT INDEX
Exhibit Number Description
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99.1 Unaudited consolidated and consolidating financial
statements of SESA and its subsidiaries
99.2 Management's Discussion and Analysis of Financial
Condition and Results of Operations