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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 3, 2007
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 FILE NUMBER) (IRS EMPLOYER 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))
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Current Report on Form 8-K/A
is to make the following changes to Item 9.01 on Form 8-K, filed on October 4,
2007:
o File the Consent of Independent Registered Public Accounting Firm as
Exhibit 23.
o Refile the Report of Independent Registered Public Accounting Firm as
part of Exhibit 99.3, "Financial Statements and Supplementary Data",
which report was previously filed as Exhibit 23.
o File Supplemental Schedule II - Valuation and Qualifying Accounts for
the years ended December 31, 2006, 2005 and 2004 as Exhibit 99.4.
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ITEM 8.01 OTHER EVENTS
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This Form 8-K is being filed to recast information that was
previously reported in Solutia's Annual Report on Form 10-K for the year ended
December 31, 2006, as amended by Form 10-K/A, filed on March 28, 2007, (the
"2006 Form 10-K") to reflect several changes. These changes are:
o On May 31, 2007, Solutia sold its Dequest(R) water treatment
phosphonates business ("Dequest"). Beginning with the quarter ended
June 30, 2007, Solutia accounted for Dequest as discontinued
operations in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."
o Beginning with the quarter ended June 30, 2007, Solutia changed its
measurement of segment profit and loss to report results from both
the Integrated Nylon and Performance Products reporting segment on
the FIFO inventory basis, and all LIFO related impacts reported
within the corporate overhead function.
o On January 1, 2007, Solutia adopted AUG AIR-1, "Accounting For
Planned Major Maintenance Activities" (FSP AUG AIR-1), that
eliminates the acceptability of the accrue-in-advance method of
accounting for planned major maintenance activities. Solutia
implemented the deferral method to account for such activities.
The rules of the Securities and Exchange Commission require that when
a registrant prepares, on or after the date a registrant reports accounting
changes such as those noted above, a new registration, proxy or information
statement (or amends a previously filed registration, proxy, or information
statement) that includes or incorporates by reference financial statements,
the registrant must recast the prior period financial statements included or
incorporated by reference in the registration, proxy or information statement
to reflect these types of changes. Accordingly, we are filing this Form 8-K to
recast our consolidated financial statements for each of the three years in
the period ended December 31, 2006, to reflect the presentation of Dequest as
a discontinued operation, segment reporting on a FIFO basis for Integrated
Nylon and Performance Products, and elimination of the accrue-in-advance
method of accounting and usage of the deferral method for planned major
maintenance activities. The updates do not represent a restatement of
previously issued financial statements. The following recast information of
Items of the 2006 Form 10-K is presented in Exhibits 99.1, 99.2 and 99.3 to
this Form 8-K and are incorporated herein by reference:
o Item 6. Selected Financial Data
o Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
o Item 8. Financial Statements and Supplementary Data
FORWARD LOOKING STATEMENTS
This report and the exhibits furnished hereto may contain
forward-looking statements, which can be identified by the use of words such
as "believes," "expects," "may," "will," "intends," "plans," "estimates" or
"anticipates," or other comparable terminology, or by discussions of strategy,
plans or intentions. These statements are based on management's current
expectations and assumptions about the industries in which Solutia operates.
Forward-looking statements are not guarantees of future performance and are
subject to significant risks and uncertainties that may cause actual results
or achievements to be materially different from the future results or
achievements expressed or implied by the forward-looking statements. These
risks and uncertainties include, but are not limited to, those described in
Solutia's most recent Annual Report on Form 10-K, under "Cautionary Statement
About Forward Looking Statements," Solutia's quarterly reports on Form 10-Q,
and in filings with the U.S. Bankruptcy Court in connection with the Chapter
11 case of Solutia Inc. and 14 of its U.S. subsidiaries. These reports can be
accessed through the "Investors" section of Solutia's website at
www.solutia.com. The bankruptcy court filings can be accessed by visiting
www.trumbullgroup.com. Solutia disclaims any intent or obligation to update or
revise any forward-looking statements in response to new information,
unforeseen events, changed circumstances or any other occurrence.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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23 Consent of Independent Registered Public Accounting Firm
99.1 Item 6 of Form 10-K for the fiscal year ended December 31,
2006: Selected Financial Data
99.2 Item 7 of Form 10-K for the fiscal year ended December 31,
2006: Management's Discussion and Analysis of Financial
Condition and Results of Operations
99.3 Item 8 of Form 10-K for the fiscal year ended December 31,
2006: Consolidated Financial Statements and Supplementary
Data
99.4 Supplemental Schedule II -- Valuation and Qualifying
Accounts for the years ended December 31, 2006, 2005 and
2004
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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: October 4, 2007
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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23 Consent of Independent Registered Public Accounting Firm
99.1 Item 6 of Form 10-K for the fiscal year ended December 31,
2006: Selected Financial Data
99.2 Item 7 of Form 10-K for the fiscal year ended December 31,
2006: Management's Discussion and Analysis of Financial
Condition and Results of Operations
99.3 Item 8 of Form 10-K for the fiscal year ended December 31,
2006: Consolidated Financial Statements and Supplementary
Data
99.4 Supplemental Schedule II -- Valuation and Qualifying
Accounts for the years ended December 31, 2006, 2005 and
2004
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