Exhibit 99.2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
BUSINESS OVERVIEW
Nature of Operations
Solutia Europe S.A./N.V. ("SESA") is a wholly-owned subsidiary of
Solutia Inc. ("Solutia"). SESA and its subsidiaries make and sell a variety
of high-performance chemical-based materials including performance films for
laminated safety glass and after-market applications; process development
and scale-up services for pharmaceutical fine chemicals; and resale of high
performance polymers and fibers for Solutia's Integrated Nylon segment.
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. ("Pharmacia")). On September 1,
1997, Pharmacia distributed all of the outstanding shares of common stock of
Solutia as a dividend to Pharmacia stockholders (the "Solutia Spinoff"). As
a result of the Solutia 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 million resulted from the
spinoff.
Solutia's Bankruptcy Proceedings
On December 17, 2003, Solutia Inc. and its 14 U.S. subsidiaries
(the "Debtors") filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code (the "Chapter 11 Cases") in the U.S.
Bankruptcy Court for the Southern District of New York (the "Bankruptcy
Court"). 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 to
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
post-retirement benefits (the "Legacy Liabilities") and liabilities under
operating contracts, all of which were assumed at the time of the Solutia
Spinoff. 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 court protection from creditors and
claimants. Since the Chapter 11 filing, 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.
On January 16, 2004, pursuant to authorization from the Bankruptcy
Court, Solutia entered into a $525 million DIP credit facility. This DIP
facility consists of (i) a $50 million multiple draw term loan; (ii) a $300
million single draw term loan, which was drawn in full on the effective date
of the facility; and (iii) a $175 million borrowing-based revolving credit
facility, which includes a $150 million letter of credit subfacility. The
DIP credit facility was subsequently amended on March 1, 2004, July 20, 2004
and June 1, 2005. A fourth amendment was entered into on March 17, 2006,
with Bankruptcy Court approval. The fourth amendment, among other things,
(i) increased the DIP facility from $525 million to $825 million; (ii)
extended the term of the DIP facility from June 19, 2006 to March 31, 2007;
(iii) decreased the interest rate on the term loan component of the DIP
facility from LIBOR plus 425 basis points to LIBOR plus 350 basis points;
(iv) increased certain thresholds allowing the Debtors to retain more of the
proceeds from certain dispositions and other extraordinary receipts; (v)
approved the disposition of certain assets of the Debtors; (vi) allowed
refinancing of, and certain amendments to, Solutia Europe S.A./N.V.'s
outstanding Euronotes; and (vii) amended certain financial and other
covenants. The fourth amendment also contains a number of other
modifications required to make the remaining terms of the DIP facility
consistent with the amendments set forth above.
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-filing date claims against
the Debtors could file such claims. Any holder of a claim that was required
to file such 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 on account of such claim.
Differences between claim amounts identified by the Debtors and claims 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 Cases will be entitled to
distributions. Solutia has not yet fully completed its analysis of all the
proofs of claim. Since 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 February 14, 2006, the Debtors filed with the Bankruptcy Court
their Joint Plan of Reorganization (the "Plan") and Disclosure Statement
(the "Disclosure Statement"). The Plan and Disclosure Statement along with
the Relationship Agreement (as defined below) and the Retiree Settlement
Agreement, entered into among Solutia, the Official Committee of Unsecured
Creditors (the "Unsecured Creditors' Committee") and Official Committee of
Retirees appointed in the Debtors' Chapter 11 Cases (the "Retirees'
Committee"), Monsanto, certain retirees and the other parties thereto (the
"Retiree Settlement"), set forth the terms of a global settlement (the
"Global Settlement") between Solutia, the Unsecured Creditors' Committee,
the Retirees' Committee, Monsanto Company ("Monsanto") and Pharmacia. The
Global Settlement provides for, among other things, the reallocation of
certain Legacy Liabilities among Solutia, Monsanto and Pharmacia and the
treatment various constituencies in the Chapter 11 Cases will receive under
the Plan. The Disclosure Statement contains a description of the events that
led up to the Debtors' bankruptcy filings, the actions the Debtors' have
taken to improve their financial situation while in bankruptcy and a current
description of the Debtors' businesses. The reallocation of liabilities
between Solutia and Monsanto is set forth in a Relationship Agreement (the
"Relationship Agreement") to be entered into between Solutia and Monsanto
upon confirmation of the Plan. The Relationship Agreement was filed with the
Bankruptcy Court on February 14, 2006 as an exhibit to the Plan.
Solutia also issued a press release on February 14, 2006 announcing
the filing of the Plan and Disclosure Statement with the Bankruptcy Court.
The press release was furnished to the Securities and Exchange Commission in
a Form 8-K filing on February 14, 2006. The Plan, including the Relationship
Agreement and Retiree Settlement Agreement, and the Disclosure Statement
were furnished as exhibits to a Form 8-K filed on February 21, 2006.
The Plan, which incorporates the Relationship Agreement and Retiree
Settlement, is subject to approval by the Bankruptcy Court in accordance
with the Bankruptcy Code as well as various other conditions and
contingencies, some of which are not within the control of Solutia, and
therefore are subject to change and are not binding upon any party. The
Disclosure Statement remains subject to change pending a hearing in the
Bankruptcy Court to consider the legal adequacy of the Disclosure Statement.
Once the Disclosure Statement is approved by the Bankruptcy Court, it will
be distributed to all constituencies entitled to vote on the Plan. Solutia
cannot provide any assurance that any plan of reorganization ultimately
confirmed by the Bankruptcy Court, or any disclosure statement ultimately
approved by the Bankruptcy Court, will be consistent with the terms of the
Plan and Disclosure Statement. A hearing to approve the Disclosure Statement
is expected to be held before the Honorable Prudence Carter Beatty, United
States Bankruptcy Judge, in Room 701 of the Bankruptcy Court, Alexander
Hamilton Custom House, One Bowling Green, New York, New York, 10004-1408, on
June 20, 2006, or as soon thereafter as the Debtors may be heard.
If confirmed, the Plan will provide Solutia with significant relief
from the Legacy Liabilities Solutia was required to assume in the Solutia
Spinoff. These Legacy Liabilities included: (1) retiree medical, retiree
life insurance and retiree disability benefits ("Retiree Welfare Benefits")
for those individuals who retired or became disabled prior to the Solutia
Spinoff ("Pre-Spin Retirees"); (2) environmental remediation costs related
to activities of the chemicals business of Pharmacia that occurred prior to
the Solutia Spinoff; and (3) toxic tort litigation costs relating to
chemical exposure associated with the activities of Pharmacia that occurred
prior to the Solutia Spinoff.
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Under the Plan, Solutia would emerge from bankruptcy as an
independent publicly held company ("reorganized Solutia"). The Plan provides
for $250 million of new investment in reorganized Solutia. This new
investment will be in the form of a rights offering to certain unsecured
creditors, who will be given the opportunity to purchase 22.7 percent of the
common stock in reorganized Solutia. Monsanto will backstop the rights
offering, meaning it will commit to purchase up to the entire $250 million
of stock, to the extent the stock is not purchased by eligible unsecured
creditors in the rights offering.
Of this $250 million new investment, $175 million would be set
aside in a Voluntary Employees' Beneficiary Association ("VEBA") Retiree
Trust to fund the Retiree Welfare Benefits for those Pre-Spin Retirees who
receive these benefits from Solutia, and $50 million would be used to fund
reorganized Solutia's environmental remediation commitments in Anniston,
Alabama and Sauget, Illinois, as described below. The remaining $25 million
would be available for reorganized Solutia to pay any of the Legacy
Liabilities that it is retaining.
Under the Plan and Relationship Agreement, as between Monsanto and
Solutia, Monsanto would be responsible, with certain exceptions, for all
current and future tort litigation costs arising from the conduct of
Pharmacia's chemical business prior to the Solutia Spinoff, including
litigation arising from exposure to polychlorinated biphenyls ("PCBs") and
other chemicals. In addition, Monsanto would accept financial responsibility
for environmental remediation obligations at all sites for which Solutia was
required to assume responsibility as part of the Solutia Spinoff but which
were never owned or operated by Solutia. These include more than 50 sites
with active remediation projects and approximately 200 additional known
sites and off-site disposal facilities, as well as sites that have not yet
been identified. Finally, Monsanto would share financial responsibility with
Solutia for off-site remediation costs in Anniston, Alabama and Sauget,
Illinois. Under this cost-sharing mechanism, the first $50 million would be
paid from the proceeds of the rights offering (as described above), Monsanto
would pay the next $50 million (less amounts it has paid for remediation at
these sites during the Chapter 11 Cases, which totaled over $30 million as
of January 31, 2006), Solutia would be responsible for the next $325 million
in costs, and any further costs would be shared equally between Solutia and
Monsanto. Under certain circumstances, Solutia would be able to defer paying
a portion of its shared responsibility with respect to the Anniston and
Sauget sites in excess of $30 million in any calendar year, up to $25
million in the aggregate. Any deferred amounts would be paid by Monsanto,
but subject to repayment by Solutia at a later date. The Plan and
Relationship Agreement provide that Solutia will continue to pay its annual
installment and education fund obligations relating to the August 2003
Anniston PCBs settlement and education fund obligations relating to the
Anniston Partial Consent Decree, described in Solutia's Annual Report on
Form 10-K for the year ended December 31, 2005.
The Plan incorporates the terms of the Retiree Settlement
Agreement, which was negotiated with the Retirees' Committee, which
represents more than 23,000 former employees of Pharmacia and Solutia and
their dependents. Although the Retiree Settlement Agreement includes benefit
modifications, the Plan, through the $175 million from the rights offering
that will be allocated to the VEBA Trust, provides significant current
funding which will greatly improve Solutia's ability to meet these benefit
obligations going forward. Under the Retiree Settlement Agreement, retirees
will retain certain company-provided medical benefits, although the cost to
retirees for such benefits will increase. Many retirees will retain their
company-provided life insurance benefits, although some will experience a
reduction in the benefit provided. The Retiree Settlement Agreement also
maintains Solutia's rights according to a separate 2001 settlement and a
post-settlement retiree medical plan, under which Solutia intends to make
certain changes on or after the effective date of the Plan, including the
elimination of company-provided medical benefits for certain groups of
retirees that also are eligible for Medicare coverage.
In consideration of the benefit modifications being accepted by
retirees pursuant to the Retiree Settlement Agreement, the Plan contemplates
that the retirees would receive an allowed unsecured claim in the aggregate
amount of $35 million in Solutia's bankruptcy case. The common stock in
reorganized Solutia received on account of this claim would be deposited in
the VEBA Trust and used to pay Retiree Welfare Benefits. This deposit would
be in addition to the $175 million that would be contributed to the VEBA
Trust from the proceeds of the rights offering. The VEBA Trust would be a
bankruptcy-remote entity and would be managed by an independent trustee.
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The Plan does not provide for distributions to the holders of
Solutia's existing equity. Under the Plan, 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
Plan 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 distribution on the basis of several legal theories.
In order to exit Chapter 11, Solutia must propose and 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 October 10, 2006. 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.
Moreover, although Solutia has filed the Plan which provides for Solutia's
emergence from bankruptcy as a going concern, there can be no assurance that
the Plan, or any other plan of reorganization, will be confirmed by the
Bankruptcy Court or that any such plan will be implemented successfully.
Basis of Presentation
The accompanying unaudited consolidated 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 months ended March 31, 2006 and 2005, respectively. The
information contained in the consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations is unaudited and is presented in a format prescribed by Section
9(m) of the amended and restated terms and conditions of SESA's (euro) 200
million, 10.00% Euro Notes ("Euronotes"). All significant intercompany
transactions and balances between SESA's subsidiaries have been eliminated
in consolidation. However, intercompany transactions and balances between
SESA's subsidiaries and Solutia's other subsidiaries outside of the
consolidated SESA entity have not been eliminated in consolidation. These
unaudited consolidated financial statements should be read in conjunction
with the audited financial statements and notes to consolidated financial
statements included in the Solutia 2005 Annual Report on Form 10-K, filed
with the Securities and Exchange Commission on March 15, 2006.
The unaudited consolidated 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 unaudited consolidated 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.
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RESULTS OF OPERATIONS-- FIRST QUARTER 2006 COMPARED WITH FIRST QUARTER 2005
Net Sales and Earnings Before Interest Expense and Income Taxes ("EBIT")
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THREE MONTHS ENDED
MARCH 31,
---------
(dollars in millions) 2006 2005
---- ----
Net Sales................................................................. $131 $ 135
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EBIT...................................................................... $ 18 $ 19
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Charges included in EBIT.............................................. $ -- $ --
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The $4 million, or 3 percent, decrease in net sales as compared to
the three months ended March 31, 2005 resulted primarily from unfavorable
currency fluctuations of approximately 9 percent, partially offset by higher
sales volumes of approximately 3 percent and higher average selling prices
of approximately 3 percent. The unfavorable currency impact on net sales was
primarily a result of the weakening euro in relation to the U.S. dollar in
comparison to the three months ended March 31, 2005. Higher sales volumes
were experienced primarily in SAFLEX(R) and VANCEVA(R) plastic interlayer
products and pharmaceutical services, partially offset by lower volumes in
the resale of products for Solutia's Integrated Nylon segment. Higher
average selling prices were experienced primarily in SAFLEX(R) and
VANCEVA(R) plastic interlayer products and for the resale of Therminol (R)
heat transfer fluids.
The $1 million decrease in EBIT in comparison to the three months
ended March 31, 2005 resulted primarily from lower net sales and the
weakening euro in relation to the U.S. dollar in comparison to the three
months ended March 31, 2005, partly offset by favorable currency hedging
contracts.
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THREE MONTHS ENDED
Interest Expense MARCH 31,
---------
(dollars in millions) 2006 2005
---- ----
Interest Expense....................................................... $ 5 $ 6
=== ===
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Interest expense decreased by $1 million principally as a result
of the weakening euro in relation to the U.S. dollar in comparison to the
three months ended March 31, 2005.
FINANCIAL CONDITION AND LIQUIDITY
Financial Analysis
Total debt of $251 million as of March 31, 2006 decreased by
$20 million as compared to $271 million as of March 31, 2005. This decrease
was principally a result of the weakened Euro as of March 31, 2006 as
compared to March 31, 2005, as well as the continued amortization of the $15
million premium recorded in conjunction with the modification of SESA's
Euronotes. This premium resulting from the modification in January 2004 is
being amortized over the remaining term of the Euronotes, which mature in
2008.
SESA's working capital increased by $29 million to $113 million at
March 31, 2006, compared to $84 million at March 31, 2005. This increase in
the working capital position resulted primarily from
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increased cash on-hand at March 31, 2006. Fluctuations in trade receivables
and accrued liabilities resulted from timing differences in 2006 versus
2005.
SESA had shareholders' equity of $183 million at March 31, 2006
compared to $169 million at March 31, 2005. This $14 million increase in
shareholders' equity resulted principally from the $26 million cumulative
net income recorded from March 31, 2005 to March 31, 2006, partially offset
by a $12 million decrease due to unfavorable currency exchange rate
fluctuations resulting from the weakening euro in relation to the US dollar.
At March 31, 2006 and 2005, SESA's liquidity was in the form of
cash in the amount of $48 million and $19 million, respectively.
Contingencies
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 ("BCA") is Ferro Belgium sprl, a European subsidiary of Ferro
Corporation ("Ferro"). Ferro's BBP business in Europe was purchased from
Solutia 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 BCA Examiner issued a Statement of Objections regarding
its BBP investigation in which Solutia Europe S.A/N.V. ("Solutia Europe"), a
European non-Debtor subsidiary of Solutia, along with Ferro Belgium sprl 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 Europe's written comments to the
Statement of Objections were submitted on August 31, 2005 and presented at
an oral hearing before the BCA on September 6, 2005. The Examiner submitted
its Reasoned Report to the BCA on December 22, 2005. Solutia is not named as
a party under investigation in the Reasoned Report. Solutia Europe will have
an opportunity to submit comments to the BCA on the Reasoned Report in
writing and at a subsequent oral hearing on a date that has not yet been
determined by the BCA. Solutia and Solutia Europe are fully cooperating with
the BCA in this investigation.
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