UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-13255
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SOLUTIA INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1781797
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
Registrant's telephone number, including area code: (314) 674-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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None None
Securities registered pursuant to section 12(g) of the Act:
Title of each class
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$.01 par value Common Stock
Preferred Stock Purchase Rights
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is required to file reports pursuant
to Section 13 or 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. (See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act).
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). [ ] Yes [X] No
The aggregate market value of the registrant's common stock held by
non-affiliates, as of the last business day of the registrant's most recently
completed second fiscal quarter, June 30, 2006, based upon the value of the
last sales price of these shares as quoted on the OTC Bulletin Board, was
approximately $47.0 million.
NOTE.--If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense,
the aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 104,459,578 shares of
common stock, $.01 par value, outstanding as of the close of business on
February 28, 2007.
Explanatory Note
This Amendment No. 1 to Form 10-K for the year ended December 31,
2006 (this "Amendment"), originally filed with the Securities and Exchange
Commission on March 6, 2007 (the "Original Filing") is being filed solely to
incorporate the unaudited consolidated balance sheet of Siratsa LLC and
subsidiaries as of December 31, 2006 and the related consolidated statements
of operations, changes in members equity, and cash flows for the year then
ended and to incorporate the combined balance sheets of Flexsys Group as of
December 31, 2006 and 2005 and the related combined statements of operations,
changes in shareholders' equity and comprehensive income/(loss), and cash
flows for the years ended December 31, 2006, 2005, and 2004, as required by
Rule 3-09 of Regulation S-X promulgated by the U.S. Securities and Exchange
Commission ("SEC") relating to the form and content of financial statements
filed with the SEC.
As required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended, new certifications by our principal executive officer and
principal financial officer are being filed with this Amendment.
Except as expressly stated herein, no changes have been made to the
Original Filing. Except as expressly stated herein, this Amendment does not
update any of the disclosures contained in the Original Filing to reflect any
events that occurred after the date of the Original Filing. The filing of this
Amendment shall not be deemed an admission that the Original Filing, when
made, included any untrue statement of a material fact or omitted to state a
material fact necessary to make a statement not misleading.
1
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) Documents filed as part of this Form 10-K:
1. Financial Statements--See the Index to Consolidated
Financial Statements and Financial Statement Schedule at
page 49 of Solutia's Form 10-K as filed with the Securities
and Exchange Commission on March 6, 2007.
2. The following supplemental schedule for the years ended
December 31, 2006, 2005 and 2004 has been filed with
Solutia's Form 10-K as filed with the Securities and
Exchange Commission on March 6, 2007.
II--Valuation and Qualifying Accounts
3. Exhibits--See the Exhibit Index beginning at page 4 of this
Form 10-K/A. For a listing of all management contracts and
compensatory plans or arrangements required to be filed as
exhibits to this report, see the exhibits listed under
Exhibit Nos. 10(a) and 10(d) through 10(v) on the Exhibit
Index. The following exhibits listed in the Exhibit Index
are filed with this Form 10-K/A:
23(b) Consent of Independent Registered Public Accounting Firm
23(c) Consent of Independent Auditors
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
99.2 Combined Financial Statements of Flexsys Group
99.4 Unaudited Consolidated Financial Statement of Siratsa
LLC for the year ended December 31, 2006
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Timothy J. Spihlman
---------------------------
Timothy J. Spihlman
Vice President and Controller
(Principal Accounting Officer)
Dated: March 28, 2007
3
EXHIBIT INDEX
These exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
Exhibit No. Description
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2(a) Distribution Agreement (incorporated by reference to Exhibit 2 of
Solutia's Registration Statement on Form S-1 (333-36355) filed
September 25, 1997)
2(b) Amendment to Distribution Agreement, dated as of July 1, 2002, by and
among Pharmacia Corporation, Solutia Inc., and Monsanto Company
(incorporated by reference to Exhibit 2 of Solutia's Form 10-Q for
the quarter ended June 30, 2002)
2(c) Joint Venture Agreement between Solutia Inc. and FMC Corporation(1)
(incorporated by reference to Exhibit 2(i) of Solutia's Form 8-K
filed on April 27, 2000)
2(d) First Amendment to Joint Venture Agreement between Solutia Inc. and
FMC Corporation (incorporated by reference to Exhibit 2(ii) of
Solutia's Form 8-K filed on April 27, 2000)
2(e) Second Amendment to Joint Venture Agreement between Solutia Inc. and
FMC Corporation (incorporated by reference to Exhibit 2(iii) of
Solutia's Form 8-K filed on April 27, 2000)
2(f) Third Amendment to Joint Venture Agreement between Solutia Inc. and
FMC Corporation (incorporated by reference to Exhibit 2(iv) of
Solutia's Form 8-K filed on April 27, 2000)
3(a) Restated Certificate of Incorporation of Solutia (incorporated by
reference to Exhibit 3(a) of Solutia's Registration Statement on Form
S-1 (333-36355) filed September 25, 1997)
3(b) By-Laws of Solutia Inc., as amended February 26, 2003 (incorporated
by reference to Exhibit 3(b) of Solutia's Form 10-K for the year
ended December 31, 2003)
4(a) Rights Agreement (incorporated by reference to Exhibit 4 of Solutia's
Registration Statement on Form 10 filed on August 7, 1997)
4(b) Amendment to the Rights Agreement (incorporated by reference to
Exhibit 4.4, of Solutia's Registration Statement on Form S-3
(333-75812) filed December 21, 2001)
4(c) Indenture dated as of October 1, 1997, between Solutia Inc. and The
Chase Manhattan Bank, as Trustee (incorporated by reference to
Exhibit 4.1 of Solutia's Form 10-Q for the quarter ended September 30,
1997)
4(d) 7.375% Debentures due 2027 in the principal amount of $200,000,000
(incorporated by reference to Exhibit 4.3 of Solutia's Form 10-Q for
the quarter ended September 30, 1997)
4(e) 7.375% Debentures due 2027 in the principal amount of $100,000,000
(incorporated by reference to Exhibit 4.4 of Solutia's Form 10-Q for
the quarter ended September 30, 1997)
4(f) 6.72% Debentures due 2037 in the principal amount of $150,000,000
(incorporated by reference to Exhibit 4.5 of Solutia's Form 10-Q for
the quarter ended September 30, 1997)
4(g) Indenture dated as of July 9, 2002, between SOI Funding Corp. and
HSBC Bank USA, as Trustee (incorporated by reference to Exhibit 4.2
of Solutia's Form S-4 (333-99699) filed September 17, 2002)
4(h) First Supplemental Indenture, dated as of July 25, 2002, among
Solutia Inc., SOI Funding Corp., the Subsidiary Guarantors and HSBC
Bank USA, as Trustee (incorporated by reference to Exhibit 4.3 of
Solutia's Form S-4 (333-99699) filed September 17, 2002)
4(i) Second Supplemental Indenture, dated as of October 24, 2002, among
Solutia Inc., the subsidiary guarantors named therein and HSBC Bank
USA (incorporated by reference to Exhibit 4 of Solutia's Form 10-Q
for the quarter ended September 30, 2002)
4(j) Third Supplemental Indenture, dated as of October 8, 2003, among
Solutia Inc., the subsidiary guarantors named therein and HSBC Bank
USA (incorporated by reference to Exhibit 4(c) of Solutia's Form 10-Q
for the quarter ended September 30, 2003)
4(k) Amended, Restated and Novated Junior Intercreditor Agreement, dated
as of October 8, 2003, among Solutia Inc., Solutia Business
Enterprises, Inc., each of the subsidiary guarantors named therein,
Ableco Finance LLC and HSBC Bank USA (incorporated by reference to
Exhibit 4(a) of Solutia's Form 10-Q for the quarter ended September
30, 2003)
4(l) Amended, Restated and Novated Junior Security Agreement, dated as of
October 8, 2003, among Solutia Inc., Solutia Business Enterprises,
Inc., each of the subsidiary guarantors named therein, Ableco Finance
LLC and
4
HSBC Bank USA (incorporated by reference to Exhibit 4(b) of Solutia's
Form 10-Q for the quarter ended September 30, 2003)
9 Omitted--Inapplicable
10(a) Financial Planning and Tax Preparation Services Program for the
Executive Leadership Team (incorporated by reference to Exhibit 10(a)
of Solutia's Form 10-K for the year ended December 31, 1997)
10(b) Employee Benefits Allocation Agreement (incorporated by reference to
Exhibit 10(a) of Solutia's Registration Statement on Form S-1
(333-36355) filed September 25, 1997)
10(c) Tax Sharing and Indemnification Agreement (incorporated by reference
to Exhibit 10(b) of Solutia's Registration Statement on Form S-1
(333-36355) filed September 25, 1997)
10(d) Solutia Inc. Management Incentive Replacement Plan as amended in 1999
(incorporated by reference to Exhibit 10(2) of Solutia's Form 10-Q
for the quarter ended June 30, 1999)
10(e) Solutia Inc. 1997 Stock-Based Incentive Plan as amended in 1999 and
2000 (incorporated by reference to Exhibit 10(1) of Solutia's Form
10-Q for the quarter ended June 30, 2000)
10(f) Solutia Inc. 2000 Stock-Based Incentive Plan (incorporated by
reference to Appendix A of the Solutia Inc. Notice of Annual
Meeting and Proxy Statement dated March 9, 2000)
10(g) Solutia Inc. Non-Employee Director Compensation Plan, as amended in
1999, 2000, and 2001 (incorporated by reference to Exhibit 10 of
Solutia's Form 10-Q for the quarter ended June 30, 2001)
10(h) Solutia Inc. 2003 Non-Employee Director Compensation Plan
(incorporated by reference to Exhibit 10(a) of Solutia's Form 10-Q
for the quarter ended June 30, 2003)
10(i) 2006 Solutia Annual Incentive Plan (incorporated by reference to
Exhibit 10.1 of Solutia's Form 8-K, filed September 28, 2006)
10(j) Solutia Inc. Deferred Compensation Plan, as amended in 2002
(incorporated by reference to Exhibit 10(l) of Solutia's Form 10-K
for the year ended December 31, 2002)
10(k) Solutia Inc. 2002-2006 Long-Term Incentive Plan (incorporated by
reference to Appendix A of the Solutia Inc. Notice of Annual Meeting
and Proxy Statement dated March 14, 2002)
10(l) Form of Retention Agreement between Solutia Inc. and other named
Executive Officers (incorporated by reference to Exhibit 10(q) of
Solutia's Form 10-K for the year ended December 31, 2003, filed March
15, 2004)
10(m) Agreement by and between Solutia Inc. and Rosemary L. Klein
(incorporated by reference to Exhibit 99.2 of Solutia's Form 8-K
filed April 27, 2005)
10(n) Amended and Restated Agreement by and between Solutia Inc. and Jeffry
N. Quinn (incorporated by reference to Exhibit 99.3 of Solutia's Form
8-K filed April 27, 2005)
10(o) Amended and Restated Agreement by and between Solutia Inc. and James
M. Sullivan (incorporated by reference to Exhibit 99.4 of Solutia's
Form 8-K filed April 27, 2005)
10(p) Agreement by and between Solutia Inc. and Luc De Temmerman dated as
of July 19, 2004 (incorporated by reference to Exhibit 99.2 of
Solutia's Form 8-K filed January 18, 2005)
10(q) Letter Agreement between Solutia Inc. and Luc De Temmerman effective
as of July 19, 2004 (incorporated by reference to Exhibit 99.3 of
Solutia's Form 8-K filed January 18, 2005)
10(r) Retention Agreement, dated as of June 17, 2004, by and between
Solutia Inc. and Rosemary L. Klein (incorporated by reference to
Exhibit 10(aa) of Solutia's Form 10-K for the year ended December 31,
2004)
10(s) Agreement by and between Solutia Inc. and James R. Voss, dated as of
August 1, 2005 (incorporated by reference to Exhibit 10.1 of
Solutia's Form 10-Q for the quarter ended June 30, 2005)
10(t) Agreement by and between Solutia Inc. and Jonathon P. Wright, dated
as of August 1, 2005 (incorporated by reference to Exhibit 10.2 of
Solutia's Form 10-Q for the quarter ended June 30, 2005)
10(u) Form of Retention Agreement between Solutia Inc. and Key Employees
(incorporated by reference to Exhibit 10(bb) of Solutia's Form 10-K
for the year ended December 31, 2004)
10(v) Form of Agreement by and between Solutia Inc., CPFilms, Inc. and Kent
J. Davies (incorporated by reference to Exhibit 10(y) of Solutia's
Form 10-K for the year ended December 31, 2005)
10(w) Protocol Agreement, dated as of July 1, 2002, by and among Pharmacia
Corporation, Solutia Inc., and Monsanto Company (incorporated by
reference to Exhibit 10(b) of Solutia's Form 10-Q for the quarter
ended June 30, 2002)
5
10(x) Protocol Agreement, dated as of November 15, 2002, by and among
Pharmacia Corporation, Solutia Inc. and Monsanto Company
(incorporated by reference to Exhibit 10.1 of Solutia's Form 8-K
filed November 18, 2002)
10(y) Amendment to Protocol Agreement, dated as of March 3, 2003, by and
among Pharmacia Corporation, Solutia Inc. and Monsanto Company
(incorporated by reference to Exhibit 10(t) of Solutia's Form 10-K
for the year ended December 31, 2003)
10(z) Amendment to Protocol Agreement, dated August 4, 2003, by and among
Pharmacia Corporation, Monsanto Company and Solutia Inc.
(incorporated by reference to Exhibit 10(e) of Solutia's Form 10-Q
for the quarter ended June 30, 2003)
10(aa) Financing Agreement, dated as of January 16, 2004, by and among
Solutia Inc. and Solutia Business Enterprises, Inc., as debtors and
debtors-in-possession, as Borrowers, certain subsidiaries of Solutia
Inc. listed as a Guarantor, as debtors and debtors-in-possession, as
Guarantors, the lenders from time to time party thereto, as Lenders,
Citicorp USA, Inc., as Collateral Agent, Administrative Agent and
Documentation Agent (incorporated by reference to Exhibit 99.2 of
Solutia's Form 8-K filed January 23, 2004)
10(bb) Amendment No. 1 to Financing Agreement and Waiver, dated as of March
1, 2004, by and among Solutia Inc. and Solutia Business Enterprises,
Inc., as debtors, debtors-in-possession and as Borrowers; certain
subsidiaries of Solutia Inc., as debtors, debtors-in-possession and
as Guarantors; the lenders from time to time party thereto, as
Lenders; Citicorp USA, Inc., as Collateral Agent, Administrative
Agent and Co-Documentation Agent and Wells Fargo Foothill, LLC, as
Co-Documentation Agent (incorporated by reference to Exhibit 10(y) of
Solutia's Form 10-K for the year ended December 31, 2004)
10(cc) Amendment No. 2 to Financing Agreement and Waiver dated as of July
20, 2004 by and among Solutia Inc. and Solutia Business Enterprises,
Inc., as debtors, debtors-in-possession and as Borrowers; certain
subsidiaries of Solutia Inc. as debtors, debtors-in-possession and as
Guarantors; the lenders from time to time party thereto, as Lenders;
Citicorp USA, Inc., as Collateral Agent, Administrative agent and
Co-Documentation Agent and Wells Fargo Foothill, LLC, as
Co-Documentation Agent (incorporated by reference to Exhibit 10(f) of
Solutia's Form 10-Q for the quarter ended June 30, 2004)
10(dd) Amendment No. 3 to the $525,000,000 Debtor-in-Possession Financing
Agreement dated January 16, 2004 (as amended) between Solutia Inc.,
Solutia Business Enterprises, Inc. and the other parties thereto
(incorporated by reference to Exhibit 10.1 of Solutia's Form 8-K
filed July 27, 2005)
10(ee) Amendment No. 4 to Financing Agreement and Waiver dated as of March
17, 2006 amending the Debtor-in-Possession Financing Agreement dated
January 16, 2005 (as amended) between Solutia Inc., Solutia Business
Enterprises, Inc. and the other parties thereto (incorporated by
reference to Exhibit 10.1 of Solutia's Form 8-K filed March 17, 2006)
10(ff) Waiver and Consent dated as of October 31, 2005 by and among Solutia,
Solutia Business Enterprises, Inc., each subsidiary of Solutia listed
on the signature pages thereto, the lenders party thereto, Citicorp
USA, Inc. and Wells Fargo Foothill, LLC (incorporated by reference to
Exhibit 10.1 of Solutia's Form 8-K filed December 5, 2005)
10(gg) Asset Purchase Agreement by and among FMC Corporation, Solutia Inc.,
Astaris LLC, Israel Chemicals Limited and ICL Performance Products
Holding Inc. dated as of September 1, 2005 (incorporated by reference
to Exhibit 10.1 of Solutia's Form 10-Q for the quarter ended
September 30, 2005)
10(hh) Toll Manufacturing Agreement by and between Solutia Inc. and
Phosphorus Derivatives Inc. dated November 4, 2005 (incorporated by
reference to Exhibit 10.2 of Solutia's Form 10-Q for the quarter
ended September 30, 2005)
10(ii) Owners Agreement by and between Solutia Inc. and FMC Corporation
dated as of September 1, 2005 (incorporated by reference to Exhibit
10.3 of Solutia's Form 10-Q for the quarter ended September 30, 2005)
10(jj) Stock Purchase Agreement, dated as of November 23, 2005 by and
between Solutia Inc., Vitro S.A. de C.V., and Vitro Plan S.A. de C.V.
(incorporated by reference to Exhibit 10.1 of Solutia's Form 8-K
filed on December 21, 2005)
10(kk) Debtors' Joint Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code (incorporated by reference to Exhibit 99.1 of
Solutia's Form 8-K filed on February 21, 2006)
10(ll) Debtors' Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code (incorporated by reference to Exhibit 99.2 of
Solutia's Form 8-K filed on February 21, 2006)
6
10(mm) Revised Exhibit D to Debtors' Disclosure Statement Pursuant to
Section 1125 of the Bankruptcy Code (incorporated by reference to
Exhibit 99.1 of Solutia's Form 8-K filed on February 27, 2006)
10(nn) Share and Asset Purchase Agreement entered into on May 23, 2006
between Solutia Europe S.A./N.V. and Dishman Pharmaceuticals &
Chemicals Ltd. (incorporated by reference to Exhibit 10.2 of
Solutia's Form 10-Q for the quarter ended June 30, 2006)
10(oo) Amendment to Share and Asset Purchase Agreement entered into on
August 22, 2006 between Solutia Europe S.A./N.V. and Dishman
Pharmaceuticals & Chemicals Ltd.(1) (incorporated by reference to
Exhibit 10.1 of Solutia's Form 10-Q for the quarter ended September
30, 2006)
10(pp) (euro)200,000,000 Facility Agreement dated July 26, 2006 between
Solutia Europe S.A./N.V., Solutia Services International S.C.A./Comm.
V.A., the guarantors listed therein, Citigroup Global Markets
Limited, as mandated lead arranger, the financial institutions listed
therein, as the original lenders, Citibank International plc as agent
for the finance parties and Citibank N.A. as security agent for the
secured parties (incorporated by reference to Exhibit 10.1 of
Solutia's Form 10-Q for the quarter ended June 30, 2006)
10(qq) (euro)200,000,000 Facility Agreement dated July 26, 2006 between
Solutia Europe S.A./N.V., Solutia Services International S.C.A./Comm.
V.A., the guarantors listed therein, Citigroup Global Markets
Limited, as mandated lead arranger, the financial institutions listed
therein, as the original lenders, Citibank International plc as agent
for the finance parties and Citibank N.A. as security agent for the
secured parties (incorporated by reference to Exhibit 10.1 of
Solutia's Form 10-Q for the quarter ended June 30, 2006) and
amendment and restatement thereof dated September 15, 2006 filed
herewith (incorporated by reference to Exhibit 10.1 of Solutia's Form
10-Q for the quarter ended September 30, 2006)
*10(rr) Transaction agreement by and among Akzo Nobel Chemicals International
B.V., Akzo Nobel Chemicals Inc., Akzo Nobel N.V., Flexsys Holding
B.V., Flexsys America LP, Flexsys Rubber Chemicals Ltd. and Solutia
Inc.
*10(ss) Works council side letter by and among Akzo Nobel N.V., Akzo Nobel
Chemicals International B.V., Flexsys America LP, Flexsys Rubber
Chemicals Ltd. and Solutia Inc., dated as of February 27, 2007
11 Omitted--Inapplicable; see "Statement of Consolidated Operations" on
page 46 of Solutia's Form 10-K for the year ended December 31, 2005
*12 Computation of the Ratio of Earnings to Fixed Charges
*14 Solutia Inc. Code of Ethics for Senior Financial Officers
16 Omitted--Inapplicable
18 Omitted--Inapplicable
*21 Subsidiaries of the Registrant
22 Omitted--Inapplicable
*23 Consent of Independent Registered Public Accounting Firm
23(b) Consent of Independent Registered Public Accounting Firm
23(c) Consent of Independent Auditors
*24(a) Powers of Attorney
*24(b) Certified copy of board resolution authorizing Form 10-K filing
utilizing powers of attorney
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
*99.1 Solutia's Categorical Independence Standards for Non-Employee Directors
99.2 Combined Financial Statements of Flexsys Group
99.3 Consolidated Financial Statements of Siratsa, LLC (previously known
as Astaris) for the year ended December 31, 2005 (incorporated by
reference to Exhibit 99.3 of Solutia's Form 10K/A filed with the
Securities and Exchange Commission on March 31, 2006)
99.4 Unaudited Consolidated Financial Statement of Siratsa LLC for the
year ended December 31, 2006
<FN>
- -----------------------------
(1) Confidentiality has been requested for a portion of this exhibit.
* Previously filed with Solutia's Form 10-K filed with the Securities and
Exchange Commission on March 6, 2007.
(d) Financial Statements Schedules
Separate Financial Statements of Subsidiaries Not Consolidated.
The combined financial statements of Flexsys Group for the periods
ending as of December 31, 2006, 2005, and 2004, the consolidated
financial statements of Siratsa LLC and subsidiaries for the periods
ending December 31, 2005, 2004, and 2003, and the unaudited
consolidated financial statements of Siratsa LLC and subsidiaries for
the period ended December 31, 2006 have been filed as Exhibits 99.2,
99.3, and 99.4, respectively, to this Form 10K/A pursuant to Rule
3-09 of Regulation S-X.
7