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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 10-K

(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, 2005
                         ---------------------------------------------

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

   For the transition period from                   to
                                  -----------------    ---------------

    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
        incorporation or organization)                   Identification No.)

 575 Maryville Centre Drive, P.O. Box 66760, St. Louis, Missouri 63166-6760
 --------------------------------------------------------------------------
   (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
    -------------------              -----------------------------------------
          None                                         None

  Securities registered pursuant to section 12(g) of the Act:
                             Title of each class
                             -------------------
                         $.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.  [X] Yes     [ ] 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. [ ]

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, 2005, based upon the
value of the last sales price of these shares as quoted on the OTC Bulletin
Board, was approximately $61.6 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, 2006.

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            CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

         Solutia makes statements in this Annual Report on Form 10-K that
are considered forward-looking statements under the federal securities laws.
Solutia considers all statements regarding anticipated or future matters,
including the following, to be forward-looking statements:

     o   future effects from Solutia's filing for Chapter 11 protection
         which occurred on December 17, 2003;

     o   Solutia's expected future financial position, liquidity, results of
         operations, profitability and cash flows;

     o   financing plans;

     o   competitive position;

     o   business strategy;

     o   budgets;

     o   projected cost reductions;

     o   results of litigation;

     o   plans and objectives of management for future operations;

     o   contractual obligations;

     o   off-balance sheet arrangements;

     o   growth opportunities for existing products and services;

     o   price increases;

     o   benefits from new technology; and

     o   effect of changes in accounting due to recently issued accounting
         standards.

         These statements are not guarantees of Solutia's future
performance. They represent Solutia's estimates and assumptions only on the
date it made them. There are risks, uncertainties and other important
factors that could cause Solutia's actual performance or achievements to be
materially different from those it may project. These risks, uncertainties
and factors include:

     o   Solutia's ability to develop, confirm and consummate a Chapter 11
         plan of reorganization;

     o   Solutia's ability to reduce its overall leveraged position;

     o   the potential adverse impact of Solutia's Chapter 11 filing on its
         operations, management and employees, and the risks associated with
         operating businesses under Chapter 11 protection;

     o   Solutia's ability to comply with the terms of its
         debtor-in-possession ("DIP") financing facility or to increase,
         extend or refinance that facility;

     o   customer and vendor response to Solutia's Chapter 11 filing;

     o   general economic, business and market conditions;

     o   currency fluctuations;

     o   interest rate fluctuations;

     o   price increases or shortages of raw materials and energy;

     o   disruption of operations;

     o   exposure to product liability and other litigation, environmental
         remediation obligations and other environmental liabilities;

     o   lower prices for Solutia's products or a decline in Solutia's
         market share due to competition or price pressure by customers;

     o   ability to implement cost reduction initiatives in a timely manner;

     o   ability to divest existing businesses;

     o   efficacy of new technology and facilities;

     o   limited access to capital resources;

     o   changes in U.S. and foreign laws and regulations;

     o   geopolitical instability; and

     o   changes in pension and other post-retirement benefit plan
         assumptions.


                                     2

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                                   PART I

ITEM 1. BUSINESS

OVERVIEW

         Solutia, Inc., together with its subsidiaries ("Solutia" or the
"Company"), is a global manufacturer and marketer of a variety of
high-performance chemical-based materials, which are used in a broad range
of consumer and industrial applications. Solutia is reporting its business
under two segments: Performance Products and Services and Integrated Nylon.

         Solutia's Performance Products and Services segment is comprised of
six product lines and one service business. The product lines are generally
managed based on the markets into which these products are sold.

     o   Solutia's SAFLEX(R) and VANCEVA(R) brands of plastic interlayer are
         used for laminated safety glass, primarily in automotive original
         equipment manufacturing and architectural applications. Solutia
         markets its plastic interlayer to the automotive industry for use
         in automobile windshields and side, rear and roof windows of
         vehicles. Solutia also brands plastic interlayer under the
         KEEPSAFE(R) and KEEPSAFE MAXIMUM(R) marks for architectural
         applications.

     o   Solutia's LLUMAR(R), VISTA(R), GILA(R) and FORMULA ONE(R) brands of
         window films are custom coated and used primarily for aftermarket
         automotive and architectural applications. LLUMAR(R) and VISTA(R)
         window films are marketed to the professional aftermarket
         automotive and architectural applications, GILA(R) is marketed to
         the do-it-yourself retail market and FORMULA ONE(R) high
         performance automotive films are marketed in the custom automotive
         market.

     o   Solutia's DEQUEST(R) water treatment phosphonates are used to
         enhance water quality for industrial and domestic use.

     o   Solutia's THERMINOL(R) heat transfer fluids are used in solar power
         systems and for indirect heating or cooling of chemical processes.

     o   Solutia's SKYDROL(R) brand aviation hydraulic fluids and
         SKYKLEEN(R) brand of aviation solvents are supplied across the
         aviation industry.

     o   Solutia's plastic products include entrance matting and automotive
         spray suppression flaps sold under the brands ASTROTURF(R), CLEAN
         MACHINE(R), and CLEARPASS(R).

     o   Solutia's Carbogen and AMCIS business provides leading
         pharmaceutical companies with pharmaceutical development expertise,
         including process research and manufacturing services.

         Solutia's Integrated Nylon segment comprises an integrated family
of nylon products.

     o   Solutia's chemical intermediates are used internally as feedstock
         for fiber and resins production and also are sold on the merchant
         market.

     o   Solutia's VYDYNE(R) and ASCEND(R) nylon polymers are sold to the
         engineered thermoplastic, apparel, textile and industrial fiber
         markets.

     o   Solutia's fibers are sold into carpet and industrial markets.
         Carpet fibers are sold under the WEAR-DATED(R) brand for
         residential carpet and the ULTRON(R) brand for commercial carpet,
         as well as under private labels.

     Solutia was incorporated in Delaware in April 1997 to hold most of the
chemical businesses of the former Monsanto Company, now known as Pharmacia
Corporation, a wholly owned subsidiary of Pfizer Inc. ("Pharmacia"). On
September 1, 1997, Pharmacia spun off Solutia (the "Solutia Spinoff") by
distributing Solutia's shares as a dividend to its stockholders. Solutia
became an independent publicly held company as a result of the spinoff.



                                     3

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CHAPTER 11 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 in the U.S. Bankruptcy Court for the Southern
District of New York (the "Chapter 11 Cases"). 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, 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.

         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 and July 20,
2004. A third amendment was entered into on June 1, 2005, with bankruptcy
court approval. The third amendment reduced 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, extended the maturity date of the current facility to June 19,
2006 from the previous December 19, 2005 maturity date, and made other minor
modifications. For additional information regarding the DIP financing, see
"Management's Discussion and Analysis" in Item 7 below and Note 15 to the
accompanying consolidated financial statements. Solutia is currently in the
process of amending its DIP facility, as described under "Recent
Developments," below.

         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 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 case will
be entitled to distributions. Solutia has not yet 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 Retiree Settlement
Agreement, entered into among Solutia, the official committee of unsecured
creditors and official committee of retirees appointed in the Chapter 11
Cases, 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 Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 Cases (the "Unsecured Creditors'
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


                                     4

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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 and the approval
of other constituencies 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 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 May 1, 2006 at 11:00 a.m. (prevailing Eastern
Time), or as soon thereafter as the Debtors may be heard.

         If confirmed, the Plan will provide Solutia with significant relief
from the Legacy Liabilities it 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.

         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 a 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 the reorganized company. Monsanto will backstop the rights
offering, meaning it will commit to purchase up to the entire $250 million
of stock, making up for any amount of the rights offering left unsubscribed
by the unsecured creditors.

         Of this $250 million new investment, $175 million will 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 will be used to fund Solutia's
environmental remediation commitments in Anniston, Alabama and Sauget,
Illinois, as described below. The remaining $25 million will be available
for Solutia to pay any of the Legacy Liabilities that it is retaining.

         Under the Plan and Relationship Agreement, as between Monsanto and
Solutia, Monsanto will be responsible for all current and future tort
litigation costs arising from Pharmacia's chemical business prior to the
Solutia Spinoff, including litigation arising from exposure to PCBs and
other chemicals. In addition, Monsanto will 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. This includes 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 will 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 will 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 polychlorinated biphenyls ("PCBs") settlement and education fund
obligations relating to the Anniston Partial Consent Decree (as described on
page 21 hereof).

         The Plan incorporates the terms of the Retiree Settlement
Agreement, which was negotiated with the Official Retirees Committee, which
represents more than 23,000 former employees of Pharmacia and Solutia and
their dependents.


                                     5

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Although the Retiree Settlement Agreement includes benefit modifications,
the Plan, through the $175 million from the rights offering that will be set
aside into 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 their
company-provided medical benefits, although the cost to retirees for such
benefits will increase. Most retirees will retain their company-provided
life insurance benefits, although some will experience a modification in the
benefit provided. The settlement 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 effective January 1,
2007, including the elimination of company-provided medical benefits for
certain groups of retirees that also are eligible for Medicare coverage.
In total, Solutia anticipates the Retiree Settlement Agreement, along with
other fresh start accounting adjustments, will result in the reduction of
its other post-employment liability by approximately $150 million at the
time of emergence.

         In consideration of the benefit modifications being accepted by
retirees pursuant to the Retiree Settlement Agreement, the Plan contemplates
that the retirees will receive an unsecured claim for $35 million in
Solutia's bankruptcy case. The common stock in the reorganized Solutia
received on account of this claim would be deposited in the VEBA Trust and
used to pay Retiree Welfare Benefits. This would be in addition to the $175
million 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.

         The Plan also provides for the assumption and extension of certain
commercial and operating agreements between Solutia and Monsanto. The Plan
seeks a release for Monsanto and Pharmacia from certain pre-Solutia Spinoff
liabilities, including those related to Retiree Welfare Benefits.

         In the Disclosure Statement, Solutia currently estimates that the
amount of allowed general unsecured claims in its Chapter 11 case will be
approximately $0.8 billion to $1.0 billion, the enterprise value of a
reorganized Solutia will be approximately $2.0 billion to $2.3 billion and
the reorganization equity value of Solutia will be approximately $0.7
billion to $1.1 billion. However, these amounts are estimates and it is
possible that the actual general unsecured claims pool, enterprise value and
equity value of a reorganized Solutia will be outside of these estimated
ranges.

         The Plan contains details regarding how the claims of each class of
creditors and interest holders will be treated. The Plan 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. In consideration for its
contributions under the Plan, resolution of its claim in the Chapter 11
Cases and the settlement of ongoing and potential litigation, among other
things, Monsanto will receive common stock in a reorganized Solutia. If
Monsanto is required to make the full new money investment under the rights
offering, Monsanto's equity interest in reorganized Solutia is expected to
range from approximately 45 percent to 49 percent, depending on the actual
amount of allowed general unsecured claims. The holders of allowed general
unsecured claims would receive the remainder of the common stock in
reorganized Solutia, as described below.

         Based on the mid-point of the equity value of reorganized Solutia
described above, the Plan provides for distributions of common stock in a
reorganized Solutia to holders of allowed unsecured claims in an amount
estimated at between 48 percent and 56 percent of their allowed claims.
However, this is only an estimated range of recoveries. Solutia is unable to
predict precisely what recovery the Plan will provide to these holders of
unsecured claims or how any potential modifications to the Plan will impact
these recoveries. Therefore, actual recoveries may be materially different
from these estimates. Furthermore, the equity interests received by holders
of allowed unsecured claims will be subject to dilution as a result of the
incentive stock option plan that is expected to be adopted by Solutia
pursuant to the Plan. 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.

         The Plan 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 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 some form
of distribution.

                                     6

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         In order to exit Chapter 11 successfully, Solutia must propose and
obtain confirmation by the bankruptcy court of 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 April 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.


RECENT DEVELOPMENTS

         On February 22, 2006, Jeffry N. Quinn, Solutia's President and
Chief Executive Officer, was elected by the board of directors as
Chairman of the Board of Solutia. In connection with Mr. Quinn's election
as Chairman of the Board, Paul H. Hatfield was named as the lead non-employee
director.

         Solutia announced in February 2006 that it received a fully
underwritten commitment for $825 million of debtor-in-possession ("DIP")
financing, maturing March 31, 2007. This represents a $300 million increase
and more than a nine-month extension over Solutia's current DIP financing.
The increased availability under the DIP financing provides Solutia with
additional liquidity for operations and the ability to fund mandatory
pension payments that are coming due in 2006. The DIP financing can be
repaid by Solutia at any time without prepayment penalties. The Bankruptcy
Court entered an order approving this amendment on March 14, 2006.

         On March 1, 2006, pursuant to a stock purchase agreement among
Solutia, Vitro S.A. de C.V. ("Vitro") and Vitro Plan, a wholly-owned
subsidiary of Vitro, Solutia completed the acquisition of Vitro Plan's
entire 51 percent stake in Quimica (originally formed in 1996 as a joint
venture between Vitro, Vitro Plan, and Solutia) for approximately $20
million in cash. As a result of this agreement, Solutia became the sole
owner of Quimica and its plastic interlayer plant located in Puebla, Mexico.
Pursuant to the purchase agreement, Solutia and Vitro Plan (or its
affiliates) also entered into supply agreements under which Solutia will
provide Vitro and certain of its affiliates with 100 percent of their
requirements for most SAFLEX(R) plastic interlayer products for up to five
years.


SEGMENTS; PRINCIPAL PRODUCTS

Solutia's reportable segments are:

     o   Performance Products and Services; and

     o   Integrated Nylon.

     The tabular and narrative information contained in Note 23 to the
accompanying consolidated financial statements appearing on pages 103 and
104 is incorporated by reference into this section.




                                     7

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<TABLE>
Performance Products and Services Segment

-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Major End-Use                                      Major End-Use         Major             Major Raw
Markets                   Major Products           Products &            Competitors       Materials           Major Plants
                                                   Applications                                                (a)
-------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                   <C>               <C>                 <C>
CONSTRUCTION AND HOME     Polyvinyl butyral for    Products to           DuPont;           Butyraldehyde;      Ghent, Belgium;
FURNISHINGS               KEEPSAFE(R) and KEEPSAFE increase the          Kuraray;          ethanol; polyvinyl  Martinsville, VA;
                          MAXIMUM(R) laminated     safety, security,     Sekisui; 3M;      alcohol; vinyl      Springfield, MA;
                          window glass; VANCEVA(R) sound attenuation,    Madico            acetate monomer;    Trenton, MI
                          films; LLUMAR(R) and     energy efficiency                       polyester film
                          VISTA(R) professional    and ultraviolet
                          window films and GILA(R) protection of
                          retail window films      architectural glass
                                                   for residential and
                                                   commercial
                                                   structures;
                                                   after-market films
                                                   for solar control,
                                                   security and safety
-------------------------------------------------------------------------------------------------------------------------------
                          ASTROTURF(R) and         Entrance matting      Sanddud;          Polyethylene        Ghent, Belgium;
                          CLEAN                                          Baltplast;                            St. Louis, MO
                          MACHINE(R)                                     Time Packaging
                          door mats
-------------------------------------------------------------------------------------------------------------------------------
VEHICLES                  SAFLEX(R) plastic        Products to           DuPont;           Butyraldehyde;      Ghent, Belgium;
                          interlayer for           increase the          Sekisui;          ethanol;            Martinsville,
                          windshields and for      safety, security,     Bekaert,          polyvinyl           VA; Puebla,
                          side, roof and rear      sound attenuation     Johnson           alcohol; vinyl      Mexico;
                          windows of vehicles;     and ultraviolet       Laminating;       acetate monomer;    Springfield, MA;
                          VANCEVA(R) plastic       protection of         Garware           polyester film      Trenton, MI
                          interlayer and films;    automotive glass
                          LLUMAR(R),               and give vehicles a
                          FORMULAONE               custom appearance
                          PERFORMANCE AUTOMOTIVE
                          FILMS(R) and GILA(R)
                          retail window films
-------------------------------------------------------------------------------------------------------------------------------
                          CLEAR PASS(R) spray      Spray suppression     Fichet; Wegu;     Polyethylene        Ghent, Belgium;
                          suppression systems      systems for trucks    Austi; Ex-Spray
-------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL APPLICATIONS   Metallized films;        Window films;         3M; ATI;          Polyester film      Martinsville, VA;
AND ELECTRONICS           sputtered films;         tapes; automotive     Intellicoat;                          Runcorn, U.K.
                          release liners and       badging; optical      Mitsubishi
                          deep-dyed films          and colored
                                                   filters; shades;
                                                   reprographics;
                                                   packaging
-------------------------------------------------------------------------------------------------------------------------------
                          Performance films;       Computer              Bekaert; OCLI;    Polyester film;     Canoga Park,
                          conductive and           touch-screens;        Southwall         Indium tin;         CA; Martinsville,
                          anti-reflective coated   electroluminescent                      precious metals     VA; Runcorn, U.K.
                          films                    displays for
                                                   hand-held
                                                   electronics and
                                                   watches; cathode
                                                   ray tube and LCD
                                                   monitors
-------------------------------------------------------------------------------------------------------------------------------
                          DEQUEST(R) water         Industrial water      Bayer; Rhodia     Phosphorus          Newport, Wales
                          treatment chemicals      treatment;                              trichloride         (U.K.)
                                                   detergents;
                                                   cleaners; oil field
                                                   chemicals
-------------------------------------------------------------------------------------------------------------------------------
CAPITAL EQUIPMENT         THERMINOL(R) heat        Heat transfer fluids  Dow Chemical Co.  Benzene; phenol     Alvin, TX;
                          transfer fluids                                                                      Anniston, AL;
                                                                                                               Newport, Wales
                                                                                                               (U.K.)
-------------------------------------------------------------------------------------------------------------------------------
AVIATION/                 SKYDROL(R) aviation      Hydraulic fluids      ExxonMobil        Phosphate           Anniston, AL;
TRANSPORTATION            hydraulic fluids;        for commercial                          esters              St. Louis, MO
                          SKYKLEEN(R) aviation     aircraft;
                          solvents                 environmentally
                                                   friendly solvents
                                                   for aviation
                                                   maintenance
-------------------------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS           Services for process     New pharmaceuticals   Albany                                Aarau and
                          research and                                   Molecular                             Bubendorf,
                          development, scale-up                          Research;                             Switzerland
                          manufacturing and                              Evotec;
                          small-volume licensed                          Pharma-Eco;
                          production                                     Rhodia ChiRex
-------------------------------------------------------------------------------------------------------------------------------

<FN>
(a)  Major plants are comprised of those facilities at which each of the
     identified major products conclude their respective manufacturing
     processes. The major products may pass through other of Solutia's
     plants prior to the final sale to customers.




                                     8

<PAGE>
<PAGE>

<CAPTION>
Integrated Nylon Segment

-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Major End-Use                                      Major End-Use         Major             Major Raw
Markets                   Major Products           Products &            Competitors       Materials           Major Plants
                                                   Applications                                                (a)
-------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                   <C>               <C>                 <C>
CONSTRUCTION AND          Nylon carpet             WEAR-DATED(R)         Invista; Shaw     Adipic acid;        Foley, AL;
HOME FURNISHINGS          staple; nylon bulk       residential and       Industries;       hexamethylenedia-   Greenwood, SC;
                          continuous               ULTRON(R)             Rhodia            mine                Pensacola, FL
                          filament; ASCEND(R)      commercial
                          nylon polymer            carpet;
                                                   non-woven
                                                   reinforcement
                                                   and linings
-------------------------------------------------------------------------------------------------------------------------------
PERSONAL PRODUCTS         ASCEND(R) nylon          Knit apparel;         Invista; Rhodia;  Adipic acid;        Greenwood, SC;
                          polymer                  half-hose;            Radici            hexamethylenedia-   Pensacola, FL
                                                   active wear;                            mine
                                                   apparel; dental
                                                   floss; intimate
                                                   apparel
-------------------------------------------------------------------------------------------------------------------------------
VEHICLES                  Nylon filament;          Tires; airbags;       Acordis; BASF;    Adipic acid;        Greenwood, SC;
                          VYDYNE(R) nylon          automotive            DuPont; Invista;  hexamethylenedia-   Pensacola, FL;
                          molding resins;          interior,             Rhodia            mine                Foley, AL
                          ASCEND(R) nylon          exterior and
                          polymer                  under-the-hood
                                                   molded parts
-------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL                ASCEND(R) nylon          Conveyer belts;       Kordsa; Invista;  Propylene;          Decatur, AL;
APPLICATIONS              polymer;                 nylon film            Shenma            natural gas;        Greenwood, SC;
                          industrial nylon         cooking bags;                           cyclohexane;        Pensacola, FL
                          fiber                    specialized food                        ammonia
                                                   packaging;
                                                   sewing thread;
                                                   backpacks; cots;
                                                   tents
-------------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE              Adipic acid;             Nylon and             Asahi Chemical;   Propylene;          Alvin, TX;
CHEMICALS                 hexamethylenediamine;    acrylic fiber;        Invista;          natural gas;        Decatur, AL;
                          acrylonitrile            nylon and ABS         Rhodia; BASF;     cyclohexane;        Pensacola, FL
                                                   plastics;             Ineos             ammonia
                                                   synthetic
                                                   resins;
                                                   synthetic
                                                   lubricants;
                                                   paper chemicals;
                                                   plasticizers
-------------------------------------------------------------------------------------------------------------------------------

<FN>
(a)  Major plants are comprised of those facilities at which each of the
     identified major products conclude their respective manufacturing
     processes. The major products may pass through other of Solutia's
     plants prior to the final sale to customers.
</TABLE>

                                     9

<PAGE>
<PAGE>

PRINCIPAL EQUITY AFFILIATES

         As of December 31, 2005, Solutia participated in one principal
joint venture, Flexsys Group, comprised of interests in Flexsys Holding
B.V., Flexsys America L.P. and Flexsys Rubber Chemicals Ltd. (collectively
"Flexsys"), in which it shared ownership and management control with other
companies. Solutia's equity earnings (loss) from affiliates, were $96
million in 2005, $(26) million in 2004 and $(133) million in 2003.

         Flexsys, headquartered in Brussels, Belgium, and jointly operated
from Brussels and Akron, Ohio is a joint venture between Solutia and
Akzo Nobel N.V. ("Akzo"). Flexsys is a leading global supplier of a broad
range of rubber processing chemicals to the rubber industry used in the
production of tires and other general rubber products such as automotive
belts, hoses, bumpers and window seals and in mining, agriculture and oil
refining applications. Its product line includes a number of
performance-enhancing products, including branded accelerators
(SANTOCURE(R), THIOFIDE(R) and THIOTAX(R)), pre-vulcanization inhibitors
(SANTOGARD(R) PVI), antidegradants (SANTOFLEX(R)), antioxidants (FLECTOL(R))
and insoluble sulphur (CRYSTEX(R)). In late 2005, Solutia and Akzo decided
to explore the possible sale of Flexsys. Bear, Stearns International Limited
("Bear Stearns"), an investment banking firm, has been engaged to conduct
the sale process for Flexsys and has contacted a variety of potential
strategic buyers and private equity firms to assess interest in the Flexsys
business. At this time there can be no assurance that a definitive agreement
will be reached with any party and the owners and Bear Stearns reserve the
right to terminate discussions with any or all parties and further
participation in the process by any or all parties.

         Prior to November 4, 2005, Solutia participated in another joint
venture, Astaris. Astaris was formed in April 2000 as a joint venture
between Solutia and FMC Corporation ("FMC"). Solutia and FMC each held 50
percent of the equity interests in Astaris. On September 1, 2005, Astaris,
Solutia and FMC entered into an asset purchase agreement with Israel
Chemicals Limited ("ICL") and one of its subsidiaries, pursuant to which
Astaris agreed to sell substantially all of its operating assets to ICL for
$255 million in cash (subject to certain purchase price adjustments) and the
assumption by ICL of certain related liabilities. The transaction closed on
November 4, 2005. Certain of the assets and liabilities of Astaris that were
not included in the sale to ICL were transferred to Solutia and FMC.
Generally, these assets and liabilities consisted of property originally
contributed to the joint venture by Solutia and FMC, as well as certain
pre-closing liabilities relating to Astaris, including certain pre-closing
environmental liabilities. In addition, certain non-operating assets and
liabilities remained in the Astaris joint venture as part of the
transaction. Further, the name of the joint venture which holds these
remaining assets and liabilities was changed from Astaris LLC to Siratsa
LLC.

         For additional information about Flexsys and Siratsa, see
"Management's Discussion and Analysis" in Item 7 below and Note 10 to the
accompanying consolidated financial statements on page 79 below.

SALE OF PRODUCTS

         Solutia sells its products directly to end users in various
industries, principally by using its own sales force, and, to a lesser
extent, by using distributors.

         Solutia's marketing and distribution practices do not result in
unusual working capital requirements on a consolidated basis. Solutia
maintains inventories of finished goods, goods in process and raw materials
to meet customer requirements and Solutia's scheduled production. In
general, Solutia does not manufacture its products against a backlog of firm
orders; it schedules production to meet the level of incoming orders and the
projections of future demand. However, in the Performance Products and
Services segment, a large portion of sales for 2006 will be pursuant to
volume commitments. Solutia does not have material contracts with the
government of the United States or any state, local or foreign government.
Solutia is not generally dependent on one or a group of customers. However,
sales to the carpet mill industry represent a significant portion of
Solutia's net sales. In 2003 and 2004, no single customer or customer group
accounted for 10 percent or more of Solutia's net sales. However, for the
year ended December 31, 2005, Shaw Industries, Inc., a customer of the
Integrated Nylon segment, accounted for approximately 11 percent of
Solutia's consolidated net sales. Mohawk Industries, Inc. was also a
significant customer of the Integrated Nylon segment in 2005, accounting for
approximately 8% of Solutia's consolidated net sales.

         Solutia's second and third quarters are typically stronger than its
first and fourth quarters because sales of carpet and window films are
stronger in the spring and fall.


                                     10

<PAGE>
<PAGE>

COMPETITION

         The global markets in which Solutia's businesses operate are highly
competitive. Solutia expects competition from other manufacturers of the
same products and from manufacturers of different products designed for the
same uses as Solutia's products to continue in both U.S. and ex-U.S.
markets. Depending on the product involved, Solutia encounters various types
of competition, including price, delivery, service, performance, product
innovation, product recognition and quality. Overall, Solutia regards its
principal product groups as competitive with many other products of other
producers and believes that Solutia is an important producer of many of
these product groups. For additional information regarding competition in
specific markets, see the charts under "Segments; Principal Products" above.

RAW MATERIALS AND ENERGY RESOURCES

         Solutia buys large amounts of commodity raw materials and energy
resources, including propylene, cyclohexane, benzene and natural gas.
Solutia typically buys major requirements for key raw materials pursuant to
contracts with average contractual periods of one to four years. Solutia
obtains certain important raw materials from a few major suppliers. In
general, in those cases where Solutia has limited sources of raw materials,
it has developed contingency plans to minimize the effect of any
interruption or reduction in supply. For information about specific raw
materials, see the charts under "Segments; Principal Products" above.

         While temporary shortages of raw materials and energy resources may
occasionally occur, these items are generally sufficiently available to
cover Solutia's current and projected requirements. However, their
continuing availability and price may be affected by unscheduled plant
interruptions and domestic and world market conditions, political conditions
and governmental regulatory actions. Due to the significant quantity of
these raw materials and energy resources used by Solutia, a minor shift in
the underlying prices for these items can result in a significant impact on
Solutia's consolidated financial position and results of operations.

         In 2005 Solutia's results were significantly impacted by hurricanes
Dennis, Katrina and Rita. These hurricanes, among other things, resulted in
temporary shut-downs of various Solutia manufacturing facilities, with
respect to Katrina and Rita, and the shut-down of a significant portion of
the oil and gas industry assets in and along the coast of the Gulf of
Mexico. The oil and gas industry shut-downs caused shortages of a number of
raw materials upon which Solutia is dependent for its continued operations.
Certain of Solutia's raw materials and energy resources providers declared
force majeure under their supply agreements with Solutia, as well as with
other companies, as a result of these shortages. This interruption in supply
in turn caused problems with Solutia's ability to provide product to
customers under its supply agreements, and Solutia declared force majeure
under a number of these customer agreements in late September 2005. By late
2005, the raw material shortages no longer existed. However, Solutia
continued to be impacted by high raw materials prices through year-end,
resulting in part from the damage caused by hurricanes Katrina and Rita.

PATENTS AND TRADEMARKS

         Solutia owns a large number of patents that relate to a wide
variety of products and processes and has pending a substantial number of
patent applications. In addition, Solutia is licensed under a small number
of patents owned by others. Solutia owns a considerable number of
established trademarks in many countries under which Solutia markets its
products. These patents and trademarks in the aggregate are of material
importance to Solutia's operations and to Solutia's Performance Products and
Services and Integrated Nylon segments. Patents and trademarks owned by
Solutia and its domestic subsidiary CPFilms Inc. have been pledged as part
of the collateral for the DIP financing. The holders of Solutia's 11.25
percent Senior Secured Notes due 2009 have a junior security interest in
these patents and trademarks. Any patents and trademarks of Solutia Europe
S.A./N.V. ("SESA"), as well as any trademarks owned by AMCIS AG and Carbogen
AG, have been pledged to the holders of SESA's Euronotes in connection with
the restructuring of that debt.

RESEARCH AND DEVELOPMENT

         Research and development constitute an important part of Solutia's
activities. Solutia's expenses for research and development amounted to
approximately $41 million in 2005, $40 million in 2004 and $46 million in
2003, or about 2 percent of sales on average. Solutia focuses its
expenditures for research and development on process improvements and
selected product development.

                                     11

<PAGE>
<PAGE>

         Solutia's research and development programs in the Performance
Products and Services segment emphasize the development and
commercialization of specialty products for the window glazing and specialty
materials markets, such as a new acoustic safety interlayer for automotive
windshields, a solar absorbing interlayer for automotive sunroofs and
specialty printed window films for home decoration. Solutia's Integrated
Nylon segment continues to focus on internal process improvements to
mitigate increasing raw material prices and to commercialize new products to
address customer needs and improve product mix.

ENVIRONMENTAL MATTERS

         The narrative information appearing under "Environmental Matters"
beginning on page 45 below is incorporated here by reference.

EMPLOYEE RELATIONS

         On December 31, 2005, Solutia had approximately 5,400 employees
worldwide. Approximately 15 percent of Solutia's U.S. workforce is currently
represented by various labor unions with local agreements that expire at
various dates through 2010, at the following Solutia sites: Anniston,
Alabama; Sauget, Illinois; Springfield, Massachusetts; Trenton, Michigan;
and St. Louis (Queeny Plant), Missouri. In the U.S., local agreements cover
wages and working conditions. These employees are covered by collective
bargaining agreements that are scheduled to expire between July 18, 2006 and
March 31, 2010. Each of Solutia's U.S. labor unions ratified new five-year
collective bargaining agreements in 2005 which set pension and health and
welfare benefits for Solutia's employees who are represented by labor
unions. These agreements expire December 31, 2010. A union organizing effort
at Solutia's Pensacola site during 2005 was rejected by the employees at
that site.

INTERNATIONAL OPERATIONS

         Solutia and its subsidiaries are engaged in manufacturing, sales
and research and development in areas outside the United States.
Approximately 41 percent of Solutia's consolidated sales from continuing
operations in 2005 were made into markets outside the United States,
including Europe, Canada, Latin America and Asia. Solutia's Performance
Products and Services segment is particularly dependent on its international
operations. Approximately 68 percent of the 2005 sales of the Performance
Products and Services segment were made into markets outside the United
States.

         Operations outside the United States are potentially subject to a
number of risks and limitations that are not present in domestic operations,
including trade restrictions, investment regulations, governmental
instability and other potentially detrimental governmental practices or
policies affecting companies doing business abroad. Operations outside the
United States are also subject to fluctuations in currency values. The
functional currency of each of Solutia's non-United States operations is
generally the local currency. Exchange rates between these currencies and
U.S. dollars have fluctuated significantly in recent years and may continue
to do so. In addition, Solutia generates revenue from export sales and
operations conducted outside the United States that may be denominated in
currencies other than the relevant functional currency.

INTERNET ACCESS TO INFORMATION

         Solutia's Internet address is www.solutia.com. Solutia makes
available free of charge through Solutia's Internet website its annual
report on Form 10-K, its quarterly reports on Form 10-Q, current reports on
Form 8-K, and any amendments to these reports as soon as reasonably
practicable after they are electronically filed with, or furnished to, the
Securities and Exchange Commission ("SEC"). Forms 3, 4 and 5 filed by
Solutia's directors and executive officers with respect to Solutia's equity
securities are also accessible from Solutia's website. All of these
materials may be accessed from the "Investors" section of Solutia's website,
www.solutia.com. These materials may also be accessed through the SEC's
website (www.sec.gov) or in the SEC's Public Reference Room at 100 F Street,
NE, Washington, D.C. 20549. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.


                                     12

<PAGE>
<PAGE>

ITEM 1A. RISK FACTORS

IN EVALUATING SOLUTIA, CAREFUL CONSIDERATION SHOULD BE GIVEN TO THE RISK
FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS
ANNUAL REPORT ON FORM 10-K. ALTHOUGH THESE RISK FACTORS ARE MANY, THESE
FACTORS SHOULD NOT BE REGARDED AS CONSTITUTING THE ONLY RISKS PRESENT IN
CONNECTION WITH SOLUTIA'S BUSINESSES. EACH OF THESE RISK FACTORS COULD
ADVERSELY AFFECT SOLUTIA'S BUSINESS, OPERATING RESULTS AND/OR FINANCIAL
CONDITION. IN ADDITION TO THE FOLLOWING DISCLOSURES, PLEASE REFER TO THE
OTHER INFORMATION CONTAINED IN THIS REPORT INCLUDING THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE RELATED NOTES.

CERTAIN BANKRUPTCY CONSIDERATIONS

PROLONGED CONTINUATION OF THE CHAPTER 11 CASES MAY HARM THE DEBTORS' BUSINESSES

         The prolonged continuation of the Chapter 11 Cases could adversely
affect the Debtors' businesses and operations. So long as the Chapter 11
Cases continue, senior management of the Debtors will be required to spend a
significant amount of time and effort dealing with the Debtors'
reorganization instead of focusing exclusively on business operations.
Prolonged continuation of the Chapter 11 Cases will also make it more
difficult to attract and retain management and other key personnel necessary
to the success and growth of the Debtors' businesses. In addition, the
longer the Chapter 11 Cases continue, the more likely it is that the
Debtors' customers, suppliers, distributors and agents will lose confidence
in the Debtors' ability to successfully reorganize their businesses and seek
to establish alternative commercial relationships. Furthermore, so long as
the Chapter 11 Cases continue, the Debtors will be required to incur
substantial costs for professional fees and other expenses associated with
the proceedings. The prolonged continuation of the Chapter 11 Cases may also
require the Debtors to seek additional financing, either as part of the DIP
credit facility or otherwise, in order to service their debt and other
obligations. It may not be possible for the Debtors to obtain additional
financing during the pendency of the Chapter 11 Cases on commercially
favorable terms or at all. If the Debtors were to require additional
financing during the Chapter 11 Cases and were unable to obtain the
financing on favorable terms or at all, the Debtors' chances of successfully
reorganizing their businesses may be seriously jeopardized.

THE DEBTORS MAY NOT BE ABLE TO OBTAIN CONFIRMATION OF THE PLAN

         The Debtors may not receive the requisite acceptances to confirm
the Plan. Even if the requisite acceptances of the Plan are received, the
Bankruptcy Court may not confirm the Plan. A dissenting holder of a claim
against or equity interest in Solutia may challenge the balloting procedures
and results as not being in compliance with the Bankruptcy Code. Even if the
Bankruptcy Court determined that the balloting procedures and results were
appropriate, the Bankruptcy Court could still decline to confirm the Plan if
it found that any of the statutory requirements for confirmation had not
been met, including that the terms of the Plan are fair and equitable to
non-accepting Classes. Section 1129 of the Bankruptcy Code sets forth the
requirements for confirmation and requires, among other things, a finding by
the Bankruptcy Court that (i) the Plan "does not unfairly discriminate" and
is "fair and equitable" with respect to any non-accepting Classes, (ii)
confirmation of the Plan is not likely to be followed by a liquidation or a
need for further financial reorganization and (iii) the value of
distributions to non-accepting Holders of Claims within a particular Class
under the Plan will not be less than the value of distributions such Holders
would receive if the Debtors were liquidated under chapter 7 of the
Bankruptcy Code. The Bankruptcy Court may determine that the Plan does not
satisfy one or more of these requirements, in which case it would not be
confirmable by the Bankruptcy Court.

         If the Plan is not confirmed by the Bankruptcy Court, it is unclear
whether the Debtors will be able to reorganize their businesses and what, if
any, distributions holders of claims against or equity interests in Solutia
ultimately would receive with respect to their claims or equity interests.
If an alternative reorganization could not be agreed upon, it is possible
that the Debtors would have to liquidate their assets, in which case it is
likely that holders of claims would receive substantially less favorable
treatment than they would receive under the Plan.

THE CHANGE OF CONTROL PRODUCED BY THE RESTRUCTURING OF THE DEBTORS MAY
RESULT IN A LIMITATION ON OR LOSS OF THE NET OPERATING LOSSES

         As further discussed in the Disclosure Statement, the issuance
under the Plan of common stock in a reorganized Solutia, along with the
cancellation of existing equity interests through the Plan, is expected to
cause an ownership change to


                                     13

<PAGE>
<PAGE>

occur with respect to the reorganized Debtors as of the effective date of
the Plan. As a result, Section 382 of the Internal Revenue Code ("IRC") may
apply to limit reorganized Solutia's use of its consolidated net operating
losses after the effective date. Additionally, the reorganized Debtors'
ability to use any remaining capital loss carryforwards and tax credits may
be limited. The annual limitation imposed by the particular provision of
Section 382 of the IRC that reorganized Solutia expects to apply to its
ownership change generally equals the product of (i) the fair market value
of the net equity value of reorganized Solutia's stock at the time of the
ownership change, taking into account the increase in value of the
corporation as a result of the surrender or cancellation of creditor's
claims in the transaction (rather than the value without taking into account
such increases, as is the case under the general rule for non-bankruptcy
ownership changes) multiplied by (ii) the long-term tax-exempt rate in
effect for the month in which the ownership change occurs. The long-term
tax-exempt rate is published monthly by the IRS and is intended to reflect
current interest rates on long-term tax-exempt debt obligations.
Accordingly, under this rule the Section 382 limitation would generally
reflect the increase in the value of reorganized Solutia's stock resulting
from the conversion of debt to equity in the proceeding. Section 383 of the
IRC applies a similar limitation to a capital loss carryforward and tax
credits. Although it is impossible to predict with absolute certainty the
net equity value of Reorganized Solutia immediately after the exchanges
contemplated by the Plan, reorganized Solutia's use of its net operating
losses is expected to be substantially limited after those exchanges.

RISKS RELATED TO THE DEBTORS' BUSINESS AND INDUSTRY

THE PRICES OF RAW MATERIALS AND ENERGY REQUIRED FOR SOLUTIA TO PRODUCE ITS
PRODUCTS ARE VOLATILE AND CANNOT ALWAYS BE PASSED ON TO CUSTOMERS

         Solutia purchases large amounts of commodity raw materials,
including natural gas, propylene, cyclohexane and benzene. Temporary
shortages of these raw materials and energy may occasionally occur. In
addition, Solutia typically purchases major requirements for key raw
materials under medium-term contracts. Pricing under these contracts may
fluctuate as a result of unscheduled plant interruptions, United States and
worldwide market conditions and government regulation. Given Solutia's
competitive markets, it is not always possible to pass all of these
increased costs on to Solutia's customers. In addition, natural gas prices
and other raw material and energy costs are currently more than double the
average ten-year levels. Elevated raw material and energy costs could
significantly reduce Solutia's operating margins in the future.

SOLUTIA OPERATES IN A HIGHLY COMPETITIVE INDUSTRY THAT INCLUDES COMPETITORS
WITH GREATER RESOURCES THAN SOLUTIA'S

         The markets in which Solutia competes are highly competitive.
Competition in these markets is based on a number of factors, such as price,
product quality and service. Some of Solutia's competitors may have greater
financial, technological and other resources than Solutia and may be better
able to withstand changes in market conditions. In addition, some of
Solutia's competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements than Solutia.
Consolidation of Solutia's competitors or customers may also adversely
affect Solutia's businesses. Furthermore, global competition and customer
demands for efficiency will continue to make price increases difficult.

SOLUTIA OPERATES IN CYCLICAL BUSINESS SEGMENTS AND ITS FINANCIAL RESULTS ARE
LIKELY TO FLUCTUATE ACCORDINGLY

         Solutia operates in cyclical business segments. Specifically, a
substantial portion of Solutia's sales are to customers involved, directly
or indirectly, in the housing and automotive industries, both of which are,
by their nature, cyclical industries. A downturn in either or both of these
industries would result in lower demand for Solutia's products among
customers involved in those industries and a reduced ability to pass on cost
increases to those customers.

TURNOVER IN THE SENIOR MANAGEMENT TEAM AND LOSSES OF OTHER KEY PERSONNEL
COULD HAVE A SIGNIFICANT ADVERSE EFFECT ON SOLUTIA'S RESULTS OF OPERATIONS
AND ABILITY TO EMERGE FROM CHAPTER 11

         The services of Solutia's senior management team, as well as other
key personnel, have been integral in Solutia's improving results during the
Chapter 11 Case and will be critical to the implementation of Solutia's
business strategies going forward and the success of Solutia. If Solutia's
emergence from the Chapter 11 Cases is delayed, Solutia's financial results
diminish, the terms of incentive compensation programs approved by Solutia's
board of directors are not adequate or any other adverse events occur in the
Chapter 11 Cases, Solutia may have difficulty retaining current senior
management and other key personnel and be unable to hire qualified personnel
to fill any resulting vacancies, which could have a significant adverse
effect on Solutia's results of operations and ability to emerge from
Chapter 11.

                                     14

<PAGE>
<PAGE>

SOLUTIA'S OPERATIONS ARE RESTRICTED BY THE TERMS OF ITS CURRENT CREDIT
FACILITY AND OTHER DEBT ARRANGEMENTS

         Solutia's various debt obligations include a number of significant
restrictive covenants. These covenants could impair reorganized Solutia's
financing and operational flexibility and make it difficult for Solutia to
react to market conditions and satisfy its ongoing capital needs and
unanticipated cash requirements. Specifically, such covenants restrict
Solutia's ability and, if applicable, the ability of its subsidiaries to,
among other things:

         o   incur additional debt;

         o   make certain investments;

         o   enter into certain types of transactions with affiliates;

         o   limit dividends or other payments by Solutia's and certain
             subsidiaries;

         o   use assets as security in other transactions;

         o   pay dividends on Solutia's common stock or repurchase Solutia's
             equity interests;

         o   sell certain assets or merge with or into other companies;

         o   guarantee the debts of others;

         o   enter into new lines of business;

         o   make capital expenditures;

         o   prepay, redeem or exchange reorganized Solutia's debt;

         o   form any joint ventures or subsidiary investments.

         In addition, Solutia's various debt obligations require Solutia to
periodically meet minimum EBITDA levels on a consolidated basis and for a
certain business segment. These financial covenants and tests could limit
Solutia's ability to react to market conditions or satisfy extraordinary
capital needs and could otherwise restrict Solutia's financing and
operations.

         Solutia's ability to comply with the covenants and other terms of
its debt obligations will depend on Solutia's future operating performance.
If Solutia fails to comply with such covenants and terms, Solutia would be
required to obtain waivers from its lenders to maintain compliance with its
debt obligations. If Solutia is unable to obtain any necessary waivers and
the debt is accelerated, it would have a material adverse effect on
Solutia's financial condition and future operating performance.

                                     15

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<PAGE>

SOLUTIA HAS AND WILL CONTINUE TO HAVE SIGNIFICANT INDEBTEDNESS

         Solutia has and will continue to have significant amount of
indebtedness. Solutia's significant indebtedness could have important
consequences, including the following:

         o  Solutia will have to dedicate a significant portion of its cash
            flow to making interest and principal payments on its indebtedness,
            thereby reducing the availability of its cash flow to fund working
            capital, capital expenditures, acquisitions or other general
            corporate purposes.

         o  Level of indebtedness may make Solutia less attractive to
            potential acquirors or acquisition targets.

         o  Levels of indebtedness may limit Solutia's flexibility to
            adjust to changing business and market conditions, and make
            Solutia more vulnerable to a downturn in general economic
            conditions as compared to competitors that may be less
            leveraged.

         o  As described in more detail above, the documents providing for
            Solutia's indebtedness will contain restrictive covenants that may
            limit Solutia's financing and operational flexibility.

         Furthermore, Solutia's ability to satisfy its debt service
obligations will depend, among other things, upon its future operating
performance and ability to refinance indebtedness when necessary.  These
factors depend partly on economic, financial, competitive and other factors
beyond Solutia's control. Solutia may not be able to generate sufficient
cash from operations to meet its debt service obligations as well as fund
necessary capital expenditures, pension funding obligations and investments
in research and development. In addition, if Solutia needs to refinance its
debt, obtain additional financing or sell assets or equity, it may not be able
to do so on commercially reasonable terms, if at all.

LEGAL PROCEEDINGS, INCLUDING PROCEEDINGS RELATED TO ENVIRONMENTAL
OBLIGATIONS, COULD IMPOSE SUBSTANTIAL COSTS ON SOLUTIA

         As a manufacturer of chemical-based materials, Solutia has been
subject to various lawsuits involving environmental, hazardous waste,
personal injury and product liability claims. Solutia is named in a number
of legal proceedings primarily relating to former operations, including
claims for personal injury and property damage arising out of releases of or
alleged exposure to materials that are classified as hazardous substances
under federal environmental law or alleged to be hazardous by plaintiffs.
Adverse judgments in these legal proceedings, or the filing of additional
environmental or other damage claims against Solutia, may have a negative
impact on Solutia's future results of operations. Additionally,
administrative and legal costs associated with defending or settling large
claims, or large numbers of claims, could have a negative impact on
Solutia's future results of operations. It is possible that the Bankruptcy
Court could disagree with Solutia's treatment of those claims. It is also
possible that third parties, including the U.S. federal government, state
regulatory agencies, or others, may challenge the dischargeability of these
claims. If these litigation matters or claims are not discharged as expected
by Solutia, or if the actual costs are materially greater than estimates
associated with those claims, it would have a material adverse effect on
Solutia's financial condition and future operating performance.

THE APPLICABILITY OF NUMEROUS ENVIRONMENTAL LAWS TO SOLUTIA'S MANUFACTURING
FACILITIES COULD CAUSE SOLUTIA TO INCUR MATERIAL COSTS AND LIABILITIES

         Solutia is subject to extensive federal, state, local and foreign
environmental, safety and health laws and regulations concerning, among
other things, emissions to the air, discharges to land and water and the
generation, handling, treatment and disposal of hazardous waste and other
materials. Under certain environmental laws, Solutia can be held strictly
liable for hazardous substance contamination of any real property it has
ever owned, operated or used as a disposal site or for natural resource
damages associated with such contamination. Solutia is also required to
maintain various environmental permits and licenses, many of which require
periodic modification and renewal. Solutia's operations entail the risk of
violations of those laws and regulations, many of which provide for
substantial fines and criminal sanctions for violations.

         In addition, these requirements and their enforcement may become
more stringent in the future. Non-compliance could subject Solutia to
material liabilities, such as government fines, third-party lawsuits or the
suspension of non-compliant operations. Solutia may also be required to make
significant site or operational modifications at substantial cost. Future
developments could also restrict or eliminate Solutia's ability to continue
to manufacture certain products or could require Solutia to make
modifications to its products.

                                     16

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<PAGE>

         At any given time, Solutia is involved in litigation,
administrative proceedings and investigations of various types in a number
of jurisdictions involving potential environmental liabilities, including
clean-up costs associated with hazardous waste disposal sites, natural
resource damages, property damages and personal injury. Solutia may be
required to spend substantial sums to defend or settle these actions, to pay
any fines levied against it or satisfy any judgments or other rulings
rendered against it.

         Liability under environmental laws relating to contaminated sites
can be imposed retroactively and on a joint and several basis. One liable
party could be held responsible for all costs at a site, regardless of
fault, percentage of contribution to the site or the legality of the
original disposal. Solutia may also face liability for violations under
environmental laws occurring prior to the date of its acquisition of
properties subject thereto. Solutia could incur significant costs, including
cleanup costs, natural resources damages, civil or criminal fines and
sanctions and third-party claims as a result of past or future violations
of, or liabilities under, environmental laws.

SOLUTIA HAS SUBSTANTIAL ENVIRONMENTAL AND REGULATORY COMPLIANCE COSTS

         Due to the nature of its business, Solutia makes substantial
expenditures for environmental and regulatory compliance. During 2005,
Solutia spent approximately $8 million on capital projects for various
environmental matters, $50 million for the management of environmental
programs, including the operation and maintenance of facilities for
environmental control, and $12 million for remediation activities. In 2004
Solutia spent approximately $8 million on capital projects for various
environmental matters, $50 million for the management of environmental
programs, including the operation and maintenance of facilities for
environmental control, and $19 million for remediation activities.

         The substantial amounts that Solutia may be required to spend on
environmental capital projects and programs could cause substantial cash
outlays by Solutia and, accordingly, may limit Solutia's financial and
operating flexibility. In addition, although Solutia believes that it has
correctly budgeted and, to the extent appropriate under applicable
accounting principles, reserved for these amounts, factors beyond Solutia's
control may render these budgeted and reserved amounts inadequate. These
factors include changing governmental policies and regulations, the
commencement of new governmental proceedings or third party litigation
regarding environmental remediation, hazardous waste or personal or property
damage resulting from environmentally harmful activity, the discovery of
unknown conditions and unforeseen problems encountered in environmental
remediation programs.

PROBLEMS ENCOUNTERED IN OPERATING ITS PRODUCTION FACILITIES COULD NEGATIVELY
IMPACT SOLUTIA'S BUSINESS

         Solutia is dependent upon the continued safe operation of its
production facilities. Solutia's production facilities are subject to
hazards associated with the manufacture, handling, storage and
transportation of chemical materials and products, including leaks and
ruptures, explosions, fires, inclement weather and natural disasters,
unscheduled down time and environmental hazards. From time to time in the
past, Solutia has had incidents that have temporarily shut down or otherwise
disrupted its manufacturing, causing production delays and resulting in
liability for workplace injuries and fatalities. For example, in September
2005, Solutia's integrated nylon production facility at Chocolate Bayou
(Alvin, Texas) was temporarily shut down for approximately three weeks as a
result of evacuations in advance of Hurricane Rita.

         In addition, some of Solutia's products involve the manufacture or
handling of a variety of reactive, explosive and flammable materials. Use of
these products by Solutia's customers could result in liability to Solutia
if an explosion, fire, spill or other accident were to occur.

SOLUTIA'S INTERNATIONAL SALES AND OPERATIONS POSE RISKS NOT ENCOUNTERED BY
ITS DOMESTIC SALES AND OPERATIONS

         Solutia generates revenue from export sales, as well as from
operations conducted outside the United States. For example, approximately
41 percent of Solutia's consolidated sales in 2005 were made into markets
outside the United States, including Europe, Canada, Latin America and Asia.
Approximately 68 percent of the sales of the Performance Products segment
were made into markets outside the United States. Operations outside the
United States are potentially subject to a number of risks and limitations
that are not present in domestic operations, including fluctuations in
currency values, trade restrictions, investment regulations, governmental
instability and other potentially detrimental governmental practices or
policies affecting companies doing business abroad.


                                     17

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<PAGE>


         The functional currency of each of Solutia's non-United States
operations is generally the local currency. Exchange rates between some of
these currencies and U.S. dollars have fluctuated significantly in recent
years and may do so in the future. It is possible that fluctuations in
foreign exchange rates will have a negative effect on Solutia's results of
operations. Additionally, Solutia generates revenues from sales in countries
that may experience greater degrees of economic and political uncertainty
than those experienced by Solutia in the United States.

MANY OF SOLUTIA'S PRODUCTS AND MANUFACTURING PROCESSES ARE SUBJECT TO RAPID
TECHNOLOGICAL CHANGE AND SOLUTIA'S BUSINESS WILL SUFFER IF SOLUTIA FAILS TO
KEEP PACE

         Many of Solutia's products (and their corresponding manufacturing
processes) participate in markets that are subject to rapid technological
change and new product introductions and enhancements. Solutia must continue
to enhance its existing products and to develop and manufacture new products
with improved capabilities to continue to be a market leader. Solutia must
also continue to make improvements in its manufacturing processes and
productivity to maintain its competitive position. When Solutia invests in
new technologies, processes or production facilities, it will face risks
related to construction delays, cost over-runs and unanticipated technical
difficulties related to start-up. Solutia's inability to anticipate, respond
to, capitalize on or utilize changing technologies could have an adverse
effect on its consolidated results of operations, financial condition and
cash flows in any given period.

IF SOLUTIA IS UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS, ITS SALES
AND FINANCIAL PERFORMANCE COULD BE ADVERSELY AFFECTED

         Solutia owns a large number of patents that relate to a wide
variety of products and processes and has a substantial number of patent
applications pending. Solutia owns a considerable number of established
trademarks in many countries under which it markets its products. These
patents and trademarks in the aggregate are of material importance to
Solutia's operations and to its Performance Products and Services and
Integrated Nylon segments. Solutia's performance may depend in part on its
ability to establish, protect and enforce such intellectual property and to
defend against any claims of infringement, which involve complex legal,
scientific and factual questions and uncertainties.

         In the future, Solutia may have to rely on litigation to enforce
its intellectual property rights and contractual rights. In addition,
Solutia may face claims of infringement that could interfere with its
ability to use technology or other intellectual property rights that are
material to its business operations. If litigation that Solutia initiates is
unsuccessful, Solutia may not be able to protect the value of some of its
intellectual property. In the event a claim of infringement against Solutia
is successful, Solutia may be required to pay royalties or license fees to
continue to use technology or other intellectual property rights that it has
been using or it may be unable to obtain necessary licenses from third
parties at a reasonable cost or within a reasonable period of time. If
Solutia is unable to obtain licenses on reasonable terms, Solutia may be
forced to cease selling or using any of its products that incorporate the
challenged intellectual property, or to redesign or, in the case of
trademark claims, rename its products to avoid infringing the intellectual
property rights of third parties, which may not be possible and may be
time-consuming, if possible. Any litigation of this type, whether successful
or unsuccessful, could result in substantial costs to Solutia and diversions
of some of Solutia's resources. Solutia's intellectual property rights may
not have the value that Solutia believes them to have, which could result in a
competitive disadvantage or adversely affect Solutia's business and
financial performance.

SOLUTIA'S INSURANCE MAY BE INADEQUATE AND SOLUTIA MAY NOT BE ABLE TO OBTAIN
INSURANCE IN THE FUTURE ON REASONABLE TERMS OR AT ALL

         Solutia evaluates risk retention and insurance levels for product
liability, workplace health and safety, property damage and other potential
areas of risk. Solutia relies on third-party insurance to protect it from
some of these risks. Additionally, Solutia historically has relied upon
Owner-Controlled Insurance Programs ("OCIP") to satisfy certain regulatory
requirements for the maintenance of insurance, including (for example)
compliance with state laws mandating coverage for workers' compensation
exposure. Under the terms of these arrangements, Solutia is responsible for
paying the costs associated with all insurance claims, and engages the
services of insurance companies to provide claims-handling services. If
Solutia becomes incapable of continuing to rely on the OCIP for these
exposures, Solutia would be forced to consider alternative arrangements.
Solutia may, however, incur losses beyond the limits, or outside the
coverage, of such insurance. In addition, the insurance industry has become
more selective in offering insurance, and insurance costs have risen
significantly in recent years. Solutia may not be able to obtain insurance
in the future on reasonable terms or at all.


                                     18

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<PAGE>


SIGNIFICANT PAYMENTS MAY BE REQUIRED TO MAINTAIN THE FUNDING OF SOLUTIA'S
QUALIFIED PENSION PLAN

         Solutia maintains a qualified pension plan under which certain
employees and retirees of Solutia are entitled to receive benefits. Although
Solutia has frozen future benefit accruals under the pension plan,
significant liabilities still remain. In order to fund the pension plan,
Solutia may need to make significant contributions to the pension plan in
2006 and going forward. Solutia may be unable to obtain financing to make
these pension plan contributions. In addition, even if financing for these
contributions is obtained, the funding obligations, and the carrying costs
of debt incurred to fund the obligations could have a significant adverse
effect on Solutia's results of operations.

         In addition, Solutia is party to certain litigation with respect to
the pension plan as more fully described in Part I, Item 3 - Legal
Proceedings. It is not known what funding liabilities may be required of
Solutia under ERISA, 26 U.S.C. Section 412, 29 U.S.C. Section 1082 and any
other applicable law if a judgment is entered against the Solutia pension
plan in this litigation, given that Solutia is the sponsor of the Solutia
Pension Plan. If a final judgment is entered against the Solutia pension
plan, the liability resulting from such judgment could have a material
adverse effect on Solutia's financial results and continuing operations.


ITEM 1B. UNRESOLVED STAFF COMMENTS

         None.

                                     19

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<PAGE>

ITEM 2. PROPERTIES

         Solutia's general offices are located in St. Louis County,
Missouri, on land owned by Solutia in a facility which is the subject of a
synthetic lease (see Note 12 to the accompanying consolidated financial
statements). Solutia's principal European offices are located in
Louvain-la-Neuve, Belgium, on land leased from the University of Louvain.
Information about Solutia's major manufacturing locations worldwide and
segments that used these locations on February 1, 2006, appears under
"Segments; Principal Products" in Item 1 of this report and is incorporated
here by reference.

         Solutia's principal plants are suitable and adequate for their use.
Utilization of these facilities varies with seasonal, economic and other
business conditions. None of Solutia's principal plants is substantially
idle. Solutia's facilities generally have sufficient capacity for existing
needs and expected near-term growth.

         Solutia owns most of its principal plants. However, at Antwerp,
Belgium and Sao Jose dos Campos, Brazil, both of which are sites belonging
to the current Monsanto Company, Solutia owns certain buildings and
production equipment and leases the underlying land. In addition, Solutia
leases buildings for its Pharmaceuticals Services business, including the
production site in Aarau, Switzerland. In Bubendorf, Switzerland, Solutia
owns one production building but not the land on which it stands.

         Monsanto and Solutia have operating agreements with respect to each
of the two Monsanto facilities listed above and with respect to Solutia's
Chocolate Bayou facility in Alvin, Texas and its facility in Ghent, Belgium.
Under these operating agreements, Solutia is the guest at the facility and
Monsanto is the operator of the facility, except at the Chocolate Bayou and
Ghent facilities at which Monsanto is the guest and Solutia is the operator.
The initial term of each of the operating agreements has 12 years remaining.
After the initial term, the operating agreements continue indefinitely
unless either party terminates on at least 24 months' prior written notice.
Each of the operating agreements also provides that, under certain
circumstances, either the operator or the guest may terminate the operating
agreement before the expiration of its initial term. Solutia operates
several facilities for other third parties on its sites, principally within
the Alvin (Chocolate Bayou), Texas; Sauget, Illinois; Pensacola, Florida;
Newport, Wales (U.K.); St. Louis (Queeny), Missouri; and Springfield,
Massachusetts sites under long-term lease and operating agreements.

         Mortgages on Solutia's plants at the following locations constitute
a portion of the collateral securing Solutia's DIP financing facility:
Decatur, Alabama; Springfield, Massachusetts; Trenton, Michigan; Greenwood,
South Carolina; Alvin (Chocolate Bayou), Texas; Pensacola, Florida; and
Martinsville, Virginia. The holders of Solutia's 11.25 percent Senior
Secured Notes due 2009 hold second mortgages on each of these plants.
Holders of SESA's Euronotes hold mortgages on Solutia's facilities in Ghent,
Belgium and Louvain-la-Neuve, Belgium. In addition, there is a mechanics'
lien filed by Fluor Daniel, a division of Fluor Enterprises, Inc., against
Solutia's Chocolate Bayou facility, currently securing an obligation in the
amount of approximately $7 million, which obligation consists of the
remaining payments Solutia agreed to make to Fluor Daniel over a three-year
period in settlement of litigation arising out of the construction of an
acrylonitrile facility at the Chocolate Bayou plant.

         As a result of the Chapter 11 filing, Solutia has received notices
of mechanics' liens from a number of contractors seeking payment of
pre-petition claims. While contractors are permitted to take certain actions
required to perfect their liens after the commencement of the Chapter 11
case, such as filing written notice, the automatic stay under Section 362 of
the U.S. Bankruptcy Code prevents their taking any further action to enforce
a lien against Solutia's property unless they obtain court approval to lift
the stay for that purpose, and Solutia does not expect the filing of these
mechanics' liens to have any adverse effect on the operation of Solutia's
plants.

ITEM 3. LEGAL PROCEEDINGS

         Because of the size and nature of Solutia's 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 the Solutia Spinoff, Solutia assumed the defense of
specified legal proceedings and agreed to indemnify Pharmacia 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 and has ceased reporting on the
status of these legal proceedings. Solutia's cessation of performance may
give rise to a pre-petition unsecured claim against Solutia which Pharmacia
may assert in Solutia's Chapter 11 case.

                                     20

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<PAGE>

         In connection with Solutia's Chapter 11 proceedings, Solutia is
engaged in various litigation matters with Pharmacia and the U.S.
Environmental Protection Agency ("EPA"). These litigation matters relate to
the impact of Solutia's Chapter 11 proceedings on the obligations Solutia
assumed at the time of its spinoff and Solutia's obligations and liabilities
under environmental laws. For additional information regarding these matters
and Solutia's Chapter 11 proceedings in general, see the "Chapter 11
Proceedings" section in Item 1 above.

         The following paragraphs describe several proceedings to which
Solutia or an affiliate of Solutia is a party.

LEGAL PROCEEDINGS IN SOLUTIA'S BANKRUPTCY CASE
----------------------------------------------

JP MORGAN ADVERSARY PROCEEDING

         On May 27, 2005, JP Morgan, as indenture trustee under the
indenture for Solutia's debentures due 2027 and 2037 (the "Prepetition
Indenture"), filed an adversary proceeding (the "JPM Proceeding") against
Solutia in the Chapter 11 Cases. In its adversary proceeding, JP Morgan
asserted five causes of action seeking declaratory judgments to establish
the validity and priority of the purported security interest of the holders
of the 2027 and 2037 debentures, and one cause of action pursuant to section
363 of the Bankruptcy Code asserting that the alleged security interests
lacked adequate protection. The JPM Proceeding relates to Solutia's 2002 and
2003 refinancings of its credit facilities. When Solutia refinanced its
credit facilities in 2002, the 2027 Debentures and 2037 Debentures obtained
a pro rata secured interest in substantially all of Solutia's assets as a
result of the application of the "equal and ratable" provisions of the
Prepetition Indenture. On October 8, 2003, Solutia restructured its credit
facilities, reduced its outstanding secured indebtedness below the threshold
level that initially triggered the "equal and ratable" provisions of the
Prepetition Indenture and, as a result, the 2027 and 2037 debentures
returned to their original unsecured status. JP Morgan alleges that the
October 8, 2003 refinancing had no effect on the security interests and
liens that were created in 2002, and argues further that, even if it did,
those liens should be reinstated as a matter of equity. Solutia filed its
response to JP Morgan's complaint on July 5, 2005, denying JP Morgan's
allegations based on the express terms of the Prepetition Indenture.
Discovery in the JPM Proceeding remains ongoing.

EQUITY COMMITTEE ADVERSARY PROCEEDING AGAINST MONSANTO AND PHARMACIA

         On March 7, 2005, the Equity Committee filed a complaint against
Pharmacia and Monsanto and objections to the proofs of claim filed by
Pharmacia and Monsanto in Solutia's bankruptcy case (the "Equity Committee
Complaint"). In the Equity Committee Complaint, the Equity Committee seeks
to avoid certain obligations assumed by Solutia at the time of its spinoff
from Monsanto. The Equity Committee Complaint alleges that the Solutia
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. Pharmacia
and Monsanto filed a motion to dismiss the Equity Committee Complaint or, in
the alternative, to stay the adversary proceeding. The motion has been
briefed and argued, but has not yet been ruled on by the Bankruptcy Court.
On August 4, 2005, the Debtors filed with the Bankruptcy Court their
Statement and Reservation of Rights in Response to Equity Committee's
Complaint and Objection to Claims, in which the Debtors expressed their view
that the issues and disputes raised in the Equity Committee Complaint would
be resolved through the Plan confirmation process.

LEGAL PROCEEDINGS OUTSIDE SOLUTIA'S BANKRUPTCY CASE
---------------------------------------------------

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 polychlorinated biphenyls ("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, Alabama PCB site, and to 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 million to be funded over a 12-year period to provide supplemental
educational services for school children in west Anniston.

         A subsequent dispute arose between the EPA and Solutia regarding
the scope and application of the automatic stay arising as a result of
Solutia's Chapter 11 filing to the remaining obligations under the Partial
Consent Decree. On April 19,


                                     21

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<PAGE>

2004, the district court held that the Partial Consent Decree enforces
police and regulatory powers under the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA") and, as a result, the automatic
stay provisions of the U.S. Bankruptcy Code are inapplicable to Solutia's
obligations under the Partial Consent Decree. On April 30, 2004, the United
States Bankruptcy Court for the Southern District of New York entered a
Stipulation and Agreed Order in which the EPA and Solutia stipulated that
the automatic stay is applicable to certain of the Partial Consent Decree's
requirements. Solutia filed a motion asking the district court to reconsider
its order and to bring it into accord with the Stipulation and Agreed Order
consented to by the EPA and entered by the bankruptcy court. On September 9,
2004, the district court denied Solutia's motion and declared that the
automatic stay is inapplicable to Solutia's obligations under the Consent
Decree to perform site work. Solutia appealed this ruling to the Eleventh
U.S. Circuit Court of Appeals, which dismissed the appeal for lack of
jurisdiction.

         On June 30, 2005, the United States District Court for the Northern
District of Alabama issued an order (the "PCB Order") authorizing
co-defendants Pharmacia and Solutia to "suspend" performance of the PCB
clean-up at the Anniston site under the Anniston Consent Decree, upon the
filing of a motion by either defendant requesting that relief. The PCB Order
found that the defendants entered into the Anniston Consent Decree, and that
the court approved that Anniston Consent Decree, based on the understanding
that the defendants' rights to pursue other liable parties for contribution
would not be impaired by the EPA. The PCB Order further found that the EPA's
planned settlements with certain Anniston foundries would thus deprive the
defendants of one of the material considerations for entering into the
Anniston Consent Decree. Solutia and Pharmacia continue their attempts to
negotiate a global settlement with the EPA and the Anniston site potentially
responsible parties. To date, Solutia and Monsanto (acting as
attorney-in-fact for Pharmacia) have not made a motion to the United States
District Court for the Northern District of Alabama to suspend their
obligations under the Anniston Consent Decree.

FLEXSYS RELATED LITIGATION

         Antitrust authorities in the United States, Europe and Canada are
continuing to investigate past commercial practices in the rubber chemicals
industry. Flexsys, Solutia's joint venture with Akzo Nobel N.V. ("Akzo"),
remains a subject of such investigation and continues to fully cooperate
with the authorities in the ongoing investigation. In addition, a number of
purported civil class actions on behalf of consumers have been filed against
Flexsys and other producers of rubber chemicals.

         State court actions against Flexsys. Solutia is presently aware of
nine purported class actions that remain pending in various state courts
against Flexsys and other producers of rubber chemicals seeking actual and
treble damages under state law. Seven of these cases purport to be on behalf
of all retail purchasers of tires in the respective states since as early as
1994 and two of the cases purport to be on behalf of all retail purchasers
of any product containing rubber chemicals during the same period. Solutia
is not named as a defendant in any of these cases. All of these cases remain
pending in various procedural stages and no substantive discovery or other
actions have taken place.

          Canadian actions against Flexsys. In May 2004, two purported 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 million along with exemplary damages of (CAD) $25 per person. In May
2005 a case was filed in Ontario, Canada against Flexsys and other rubber
chemical producers alleging the same claims as in the Quebec cases and
seeking damages of (CAD) $95 million on behalf of all persons in Canada
injured by the alleged collusive activities of the defendants. In August
2005, a similar case was filed in British Columbia seeking unspecified
damages under a variety of theories on behalf of all purchasers of rubber
chemicals and products containing rubber chemicals in British Columbia. No
responses are yet due nor have any been filed by defendants in any of these
cases. Solutia is not a named defendant in any of these cases.

         Federal court actions by purchasers of rubber chemicals. Eight
purported 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 were consolidated into a single action
called In Re Rubber Chemicals Antitrust Litigation (the "Class Action"). The
Class Action alleged price-fixing and sought treble damages and injunctive
relief under U.S. antitrust laws on behalf of all the plaintiffs. Solutia
filed a Suggestion of Bankruptcy in the Class Action staying the litigation
against it. A settlement agreement was approved by the Court on June 21,
2005 releasing Flexsys and its predecessors in interest from any further
liability to the members of the class with respect to the allegations made
in the Class Action complaint. In connection with this settlement, Solutia
was voluntarily dismissed. RBX Industries, Inc. v. Bayer


                                     22

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<PAGE>

Corp., Flexsys, et.al., originally filed in federal court in Pennsylvania in
July 2004, was removed to the U.S. District Court for the Northern District
of California. This case alleges that during the period 1995 through 2001
the defendants, which do not include Solutia, conspired through common
marketing and sales practices to cause plaintiffs to pay supra-competitive
prices for rubber chemicals and seeks treble damages. RBX Industries joined
the plaintiff class in the Class Action solely for the purpose of
participating in the above described settlement with Flexsys, Solutia and
Akzo. In March 2005, Parker Hannifin filed an action in the U.S. District
Court for the Northern District of Ohio making the same allegations as were
made in the Class Action and the RBX Industries case. The case was removed
to the U.S. District Court for the Northern District of California. Parker
Hannifin joined the plaintiff class in the Class Action solely for the
purpose of participating in the above described settlement with Flexsys,
Solutia and Akzo. Solutia was not named in either the RBX Industries or the
Parker Hannifin cases. Other than potential claims by two direct purchasers
of small amounts of rubber chemicals from Flexsys, the settlement by Flexsys
of the Class Action (approximately $19 million) along with several private
settlements with large customers (approximately $60 million) for all intents
and purposes resolves all claims made in these cases by direct United States
purchasers of rubber chemicals against Solutia and Flexsys under United
States antitrust laws for activities of Flexsys prior to the dates of the
settlements. All settlement monies were paid by Flexsys without
participation by Solutia.

         Federal court actions by indirect purchasers of rubber chemicals.
On January 14, 2006, Solutia became aware of a newly filed case, Pearman,
Benson and Immerman v. Crompton Corp., Flexsys, Solutia, et al., in the
United States District Court for the Eastern District of Tennessee at
Greenville, purportedly filed on behalf of consumers in 37 states of
products produced with rubber chemicals for the period 1994 through the
present under the Tennessee Trade Practices Act. Solutia was initially named
in the suit but was voluntarily dismissed without prejudice on February 3,
2006.

         Federal court actions alleging violations of federal securities
laws. Between approximately July 2003 and September 2003, six purported
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 alleged that from December 16, 1998 to October 10,
2002, Solutia's accounting practice of incorporating Flexsys's results into
Solutia's financial reports 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 sought damages and any equitable relief that the
court deemed proper. The consolidated action was automatically stayed with
respect to Solutia by virtue of Section 362(a) of the U.S. Bankruptcy Code.
In March 2005 the court issued a final order dismissing with prejudice the
complaint against the individual defendants, which became final when the
plaintiffs did not file an appeal of the dismissal within the applicable
appeals period, and the case was dismissed without prejudice as against
Solutia pending resolution of the bankruptcy case.

         Shareholder Derivative Suits. Two purported 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's 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 case for lack of prosecution. In late 2004, plaintiffs' filed
a motion to reinstate the actions which motion remains pending with no
further action yet taken by plaintiffs.

CASH BALANCE PLAN LITIGATION

         Davis v. Solutia Inc. Employees' Pension Plan. On October 12, 2005,
three participants in the Solutia Inc. Employees' Pension Plan (the "Pension
Plan") commenced an action captioned Davis, et. al. v. Solutia, Inc.
Employees' Pension Plan, United States District Court for the Southern
District of Illinois, Case No. 3:05-CV-736-MJR. None of the Debtors, and no
individual or entity other than the Pension Plan, has been named as a
defendant in the litigation. The Davis plaintiffs allege that the Pension
Plan: (1) violates ERISA's prohibitions on reducing rates of benefit accrual
because of the attainment of any age; (2) results in the impermissible
forfeiture of accrued benefits under ERISA; (3) violates ERISA's present
value calculation rules for determining lump sum distributions; and (4)
violates the minimum accrual requirements of


                                     23

<PAGE>
<PAGE>

ERISA. The Davis plaintiffs seek to obtain injunctive and other equitable
relief (including money damages awarded by the creation of a common fund) on
behalf of themselves and the nationwide putative class consisting of "all
individuals who currently participate or who formerly participated in the
Pension Plan or its predecessor plans at any time after December 31, 1996,
and their beneficiaries." The Pension Plan has moved to dismiss the Davis
action for plaintiffs' failure to exhaust administrative remedies and
failure to join necessary and indispensable parties. The Pension Plan also
has moved to stay all proceedings in the Davis action pending a
determination by the Judicial Panel on Multidistrict Litigation whether the
Davis action will be transferred to another court for consolidated pretrial
proceedings. The Pension Plan intends to continue to vigorously defend
itself against any and all claims asserted in the Davis litigation.

         Scharringhausen v. Solutia Employees' Pension Plan. On November 22,
2005, two additional participants in the Pension Plan commenced an action
captioned Scharringhausen, et. al. v. Solutia, Inc. Employees' Pension Plan,
et al., United States District Court for the Eastern District of Missouri,
Case No. 4:05-CV-02210-HEA. None of the Debtors, and except for the Solutia
Inc. Employee Benefits Plan Committee, no individual or entity other than
the Plan, has been named as a defendant in the litigation. The
Scharringhausen plaintiffs allege that the Pension Plan violates the same
statutory provisions in the same manner as alleged by plaintiffs in the
Davis action; and seek the same monetary, injunctive and equitable relief as
is sought in the Davis action on behalf of themselves and a nationwide
putative class consisting of "all individuals, excluding defendants, that
have participated in the Solutia Employees' Pension Plan or its predecessor
plan at any time on or after January 1, 1997 . . ., whose accrued or pension
benefits are based, in whole or in part, on the Pension Plan's cash balance
formula, and their beneficiaries." The Pension Plan has moved to dismiss the
Scharringhausen action for plaintiffs' failure to exhaust administrative
remedies and failure to join necessary and indispensable parties.

         On December 27, 2005, the Scharringhausen plaintiffs filed a motion
captioned In re Solutia Inc. Retiree Benefits "ERISA" Litigation, Judicial
Panel on Multidistrict Litigation, with the Judicial Panel on Multidistrict
Litigation asking the Panel to transfer the Davis action from the Southern
District of Illinois to the Eastern District of Missouri and to consolidate
the Davis action with the Scharringhausen action for all pretrial purposes.
The Pension Plan believes that the Davis and Scharringhausen actions can be
more efficiently handled if they are consolidated in the Eastern District of
Missouri. Accordingly, it filed a joinder in the transfer motion. However,
on January 24, 2006, the plaintiffs in Scharringhausen filed the
"Plaintiffs' Notice of the Voluntary Dismissal of the Scharringhausen Case
Pending in the United States District Court for the Eastern District of
Missouri Which Moots Defendants Motion to Stay All Proceedings [Doc. 38]".
On February 2, 2006, the Scharringhausen plaintiffs, individually and on
behalf of others similarly situated, refiled their complaint in the United
States District Court for the Southern District of Illinois, the same court
in which the Davis case is pending.

         Hammond v. Solutia Employees' Pension Plan. On February 15, 2006,
one additional participant in the Pension Plan commenced an action captioned
Juanita Hammond, et. al. v. Solutia, Inc. Employees' Pension Plan, United
States District Court for the Southern District of Illinois, Case No.
06-139-DEH. None of the Debtors has been named as a defendant in the
litigation. The Hammond plaintiff alleges that the Pension Plan violates the
same statutory provisions in the same manner as alleged by plaintiffs in the
Davis action; and seeks the same monetary, injunctive and equitable relief
as is sought in the Davis action on behalf of herself and a nationwide
putative class consisting of all similarly situated current and former
participants in the Pension Plan for whose pension benefits the Pension Plan
is responsible.

OTHER LEGAL PROCEEDINGS
-----------------------

         Dickerson v. Feldman. On October 7, 2004, a purported 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 to 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 December 16, 1998 to 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's alleged involvement in the matters described above
under "Flexsys Related Litigation." The action seeks monetary payment to the
SIP Plan to make good 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
million against Solutia in the U.S. Bankruptcy Court for the Southern
District of New York. The plaintiff now seeks to withdraw the reference of
their ERISA claim from the bankruptcy court to the district court so that
the proof of claim and the class action can be considered together by the
District Court. On February 11, 2005, Solutia filed an objection to the
motion to withdraw the reference. On March 11, 2005, the District Court
denied without prejudice Dickerson's motion to


                                     24

<PAGE>
<PAGE>

withdraw the reference. The Dickerson plaintiffs subsequently amended their
initial complaint to add several current officers and directors of Solutia
as defendants. On July 5, 2005, the defendants filed motions to dismiss
Dickerson's amended complaint. The motions to dismiss are fully briefed and
are pending before the New York District Court. Dickerson also filed an
amended proof of claim in the amount of $290 million against Solutia on
September 1, 2005, based on his amended complaint. On September 7, 2005,
Dickerson filed a motion for class certification of his proof of claim.
Solutia opposed that motion which remains pending before the Bankruptcy
Court.

         Solutia Inc. v. FMC Corporation. On October 14, 2003, Solutia filed
an action captioned Solutia Inc. v. FMC Corporation ("FMC") in Circuit Court
in St. Louis County, Missouri, against FMC over the failure of purified
phosphoric acid technology provided by FMC to Astaris, the 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 with the bankruptcy court a motion 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 has filed a motion
to dismiss Solutia's action based upon an alleged lack of standing. On
October 15, 2004, the court heard oral arguments on FMC's motion to dismiss.
On March 29, 2005, the New York District Court granted in part and denied in
part FMC's motion to dismiss. Specifically, the court dismissed with
prejudice three of Solutia's causes of action for breach of contract. The
New York District Court denied FMC's motion to dismiss Solutia's other
causes of action for breach of warranty, breach of fiduciary duty, negligent
misrepresentation, fraud and fraud in the inducement. In this action, FMC
does not have a counterclaim against Solutia or Astaris. The parties have
completed all fact discovery and have fully briefed and orally argued their
motions for summary judgment and are awaiting the court's ruling. The sale
of substantially all of the assets of Astaris to Israeli Chemicals Limited,
as further described herein, did not affect the claims asserted by Solutia
against FMC in this proceeding. Solutia is vigorously pursuing this action.

         Abbatiello v. Monsanto, Pharmacia and Solutia. On January 3, 2006,
Solutia received notice that an action, captioned Michael Abbatiello et al.
v. Monsanto Company, Pharmacia Corporation and Solutia Inc. (the "GE
Litigation"), was filed on December 26, 2005 in the Supreme Court of the
State of New York. The action was filed on behalf of 590 current General
Electric employees who work at its Schenectady, NY plant and states eleven
separate causes of action alleging that General Electric purchased various
PCB containing products from Monsanto which were used in the manufacture of
a variety of products including electric motors, generators, gas turbines,
wire and cable, insulating materials and microwave tubes. PCBs were later
detected in the various locations, including retention ponds, ground water,
and water treatment centers on the approximately 628 acre site. The
plaintiffs are seeking $1 billion in compensatory damages and $1 billion in
punitive damages for each cause of action for a total of $2 billion dollars.
Solutia intends to vigorously defend itself against the claims in this
action and is evaluating the merits of the GE Litigation and the potential
liability, including costs of defense, that might result. The GE Litigation
is automatically stayed as to Solutia pursuant to Section 362 of the U.S.
Bankruptcy Code.

         Ferro Antitrust Investigation. 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.

For information about certain environmental proceedings involving Solutia,
see "Environmental Matters" on page 45.


                                     25

<PAGE>
<PAGE>

RISK MANAGEMENT

         Solutia has evaluated risk retention and insurance levels for
product liability, workplace health and safety, property damage and other
potential areas of risk. Solutia's management determines the amount of
insurance coverage to buy from unaffiliated companies and the appropriate
amount of risk to retain and/or co-insure based on the cost and availability
of insurance and the likelihood of a loss. Management believes that the
levels of risk that Solutia has retained are consistent with those of other
companies in the chemical industry. Solutia shares certain of these policies
with Pharmacia. There can be no assurance that Solutia will not incur losses
beyond the limits, or outside the coverage, of its insurance. For additional
information, see "Self-Insurance" on page 34.

         Solutia will continue to devote significant effort to maintaining
and improving safety and internal control programs, which reduce its
exposure to certain risks. Solutia actively participates in the safety and
health Voluntary Protection Program ("VPP") administered by the Occupational
Safety and Health Administration ("OSHA") for most sites in the United
States, and implemented by Solutia for most sites outside the United States.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Solutia did not submit any matters to its security holders during
the fourth quarter of 2005.



                                     26

<PAGE>
<PAGE>

                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND ISSUER'S PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         On December 17, 2003, following Solutia's Chapter 11 bankruptcy
filing, the New York Stock Exchange ("NYSE") halted trading in Solutia's
common stock. On February 27, 2004, Solutia's common stock was delisted from
the NYSE. Solutia's common stock is currently being quoted under the ticker
symbol "SOLUQ" on the Pink Sheets Electronic Quotation Service maintained by
The Pink Sheets LLC and on the OTC Bulletin Board.

         Under the Plan, Solutia's existing shares of common stock, as well
as options and warrants to purchase its common stock, will be cancelled and
holders of Solutia's common stock, including options and warrants to
purchase Solutia's common stock, will not receive any consideration for that
stock or those options and warrants. The Plan provides for pay-off of
Solutia's secured debt and debtor-in-possession financing. Under the Plan,
as described under "Chapter 11 Proceedings" above, holders of Solutia's
unsecured debt securities will receive common stock in a reorganized Solutia
in an amount estimated at between 48% and 56% of their allowed claims.
However, the Plan is subject to change, as described under "Chapter 11
Proceedings" above.

         The following table shows the high and low sales prices for
Solutia's common stock for each quarter during 2005 and 2004 as quoted on
the Pink Sheets Quotation Service or the OTC Bulletin Board, as applicable.

<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------
         2005                    HIGH          LOW          2004              HIGH        LOW
         ---------------------------------------------------------------------------------------------
<S>                              <C>           <C>                            <C>         <C>
         First Quarter           $1.69         $0.63        First Quarter     $0.59       $0.19
         ---------------------------------------------------------------------------------------------
         Second Quarter           1.37          0.33        Second Quarter     0.40        0.23
         ---------------------------------------------------------------------------------------------
         Third Quarter            0.86          0.53        Third Quarter      0.32        0.24
         ---------------------------------------------------------------------------------------------
         Fourth Quarter           0.70          0.34        Fourth Quarter     1.39        0.15
         ---------------------------------------------------------------------------------------------
</TABLE>

         On February 28, 2006, Solutia had 29,402 registered shareholders.

         The declaration and payment of dividends is made at the discretion
of Solutia's board of directors. There was no annual dividend paid in 2005
or 2004. Solutia is currently prohibited by both the U.S. Bankruptcy Code
and the DIP financing facility from paying dividends to shareholders.


                                     27

<PAGE>
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
FINANCIAL SUMMARY

--------------------------------------------------------------------------------------------------------------------------
(Dollars and shares in millions, except
per share amounts)
<CAPTION>
                                               2005             2004           2003            2002            2001
                                               ----             ----           ----            ----            ----
OPERATING RESULTS:
------------------
<S>                                         <C>              <C>            <C>              <C>             <C>
NET SALES                                   $ 2,825          $ 2,697        $ 2,430          $2,299          $2,322
GROSS PROFIT                                    338              223             60             363             310
    As percent of net sales                      12%               8%             2%             16%             13%
MARKETING, ADMINISTRATIVE, AND
  TECHNOLOGICAL EXPENSES                        285              289            351             322             334
    As percent of net sales                      10%              11%            14%             14%             14%
OPERATING INCOME (LOSS)(1)                       52              (96)          (372)             38             (36)
    As percent of net sales                       2%              (4)%          (15)%             2%             (2)%
INCOME (LOSS) BEFORE TAXES                       25             (322)          (615)            (19)           (137)
INCOME (LOSS) FROM CONTINUING
  OPERATIONS (2), (3)                            11             (316)          (980)             (8)            (81)
INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS, NET OF TAX                         --               --             (2)             24              22
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE, NET OF TAX               (3)              --             (5)           (167)             --
NET INCOME (LOSS)                                 8             (316)          (987)           (151)            (59)

PER SHARE DATA:
---------------
BASIC AND DILUTED EARNINGS (LOSS) PER
  SHARE FROM CONTINUING OPERATIONS (3)        $0.11          $ (3.02)       $ (9.37)         $(0.08)         $(0.78)
WEIGHTED AVERAGE SHARES OUTSTANDING -
    BASIC AND DILUTED                         104.5            104.5          104.6           104.7           103.9
DIVIDENDS PER SHARE                              --               --             --            0.04            0.04
COMMON STOCK PRICE:
    HIGH                                       1.69             1.39           4.89           13.20           15.07
    LOW                                        0.33             0.15           0.23            2.81           11.25
    CLOSE                                      0.45             1.17           0.37            3.63           14.02

FINANCIAL POSITION - CONTINUING
-------------------------------
 OPERATIONS:
 -----------
TOTAL ASSETS                                $ 1,984          $ 2,076        $ 2,446          $2,706          $2,667
LIABILITIES NOT SUBJECT TO COMPROMISE         1,262            1,333          1,350           3,426           3,334
LIABILITIES SUBJECT TO COMPROMISE             2,176            2,187          2,221              --              --
LONG-TERM DEBT (4)                              247              285            294             839             626
SHAREHOLDERS' DEFICIT                        (1,454)          (1,444)        (1,125)           (249)           (113)

OTHER DATA FROM CONTINUING OPERATIONS:
--------------------------------------
WORKING CAPITAL (5)                         $    (4)         $    (3)       $    61          $ (270)         $ (569)
INTEREST EXPENSE (6)                             84              113            120              84              70
INCOME TAX EXPENSE (BENEFIT) (7)                 14               (6)           365             (11)            (43)
DEPRECIATION AND AMORTIZATION                   117              127            137             134             143
CAPITAL EXPENDITURES                             81               61             78              59              83
EMPLOYEES (YEAR-END)                          5,400            5,700          6,300           7,300           7,100
--------------------------------------------------------------------------------------------------------------------------

<FN>
(1) Operating income (loss) includes net restructuring charges and other
items of $15 million in 2005, $101 million in 2004, $333 million in 2003,
$22 million in 2002 and $78 million in 2001.

(2) Income (loss) from continuing operations includes amortization expense
of $12 million or $0.12 per share net of tax in 2001, which under the
provisions of SFAS No. 142, Goodwill and Other Intangible Assets, adopted on
January 1, 2002, is no longer recognized.

(3) Income (loss) from continuing operations includes net restructuring
charges and other (gains)/charges of ($37 million), or ($0.35) per share in
2005, $179 million, or $1.71 per share in 2004, $890 million, or $8.51 per
share in 2003, $15 million, or $0.14 per share in 2002, and $96 million, or
$0.92 per share in 2001.

(4) Long-term debt excludes $668 million as of December 31, 2005 and 2004
and $625 million as of December 31, 2003 of debt classified as subject to
compromise in accordance with Statement of Position 90-7, Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code, as a
result of Solutia's Chapter 11 bankruptcy filing in 2003.

(5) Working capital is defined as total current assets less total current
liabilities.

(6) Interest expense includes the one-time write-off of debt issuance costs
of $25 million in 2004 and $14 million in 2003 due to the early refinancing
of the underlying debt facilities.

(7) Income tax expense (benefit) includes an increase in valuation
allowances of $10 million in 2005, $108 million in 2004, $547 million in
2003, and $11 million in 2001.
</TABLE>

See Management's Discussion and Analysis of Financial Condition and Results
of Operations under Item 7 for more information.


                                     28

<PAGE>
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with the consolidated financial statements and accompanying notes thereto
included in Item 8 of this Form 10-K.

OVERVIEW

         Solutia's reportable segments and their major products and services
are as follows:

<TABLE>
<CAPTION>
     PERFORMANCE PRODUCTS AND SERVICES                            INTEGRATED NYLON
     ---------------------------------                            ----------------

<S>                                                      <C>
SAFLEX(R) and VANCEVA(R) plastic interlayer              Nylon intermediate "building block"
                                                         chemicals
Polyvinyl butyral for KEEPSAFE(R), and KEEPSAFE
MAXIMUM(R) laminated window glass                        Nylon resins and polymers, including
                                                         VYDYNE(R) and ASCEND(R)
LLUMAR(R), VISTA(R) GILA(R) and FORMULA ONE(R)
professional and retail window films                     Carpet fibers, including the WEAR-DATED(R)
                                                         and ULTRON(R) brands
THERMINOL(R) heat transfer fluids
                                                         Industrial nylon fibers
DEQUEST(R) water treatment chemicals

SKYDROL(R) aviation hydraulic fluids and SKYKLEEN(R)
brand of aviation solvents

ASTROTURF(R), CLEAN MACHINE(R), and CLEARPASS(R)
entrance matting and automotive spray suppression
flaps

Services for process research and development,
scale-up manufacturing and small volume licensed
production for the pharmaceutical industry
</TABLE>

         Solutia evaluates the performance of its reportable 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 of 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. See Note 23 to the consolidated financial statements
for further information.

Summary of Significant 2005 Events

Senior Management Changes
-------------------------

          Solutia has continued to restructure its senior management team
during and subsequent to 2005. On February 22, 2006, Jeffry N. Quinn,
Solutia's President and Chief Executive Officer, was elected by the board
of directors as Chairman of the Board of Solutia. In connection with Mr.
Quinn's election as Chairman of the Board, Paul H. Hatfield was named as the
lead non-employee director. In March 2005, Jonathan P. Wright was appointed
as Senior Vice President and President, Integrated Nylon and James R. Voss
was appointed Senior Vice President, Business Operations. Mr. Wright leads
Solutia's Integrated Nylon business, with responsibility for all commercial,
operational and strategic aspects of the business. Mr. Voss has
responsibility on an enterprise-wide basis for human resources, procurement,
information technology, governmental


                                     29

<PAGE>
<PAGE>

affairs, communications and public affairs. In January 2006, Kent Davies
joined Solutia as Senior Vice President and President, CPFilms. Mr. Davies
leads Solutia's CPFilms business with responsibility for all commercial,
operational and strategic aspects of the business.  Ken Vickers, the
prior president of CPFilms was named chairman emeritus of CPFilms and
will assist Mr. Davies and continue to play an important role in the
CPFilms business.

U.S. Hurricanes
---------------

         Hurricanes Dennis, Katrina and Rita, which affected the gulf coast
region of the U.S. during 2005, had a significant impact on Solutia's
manufacturing operations. Although Solutia's manufacturing facilities did
not suffer significant physical damage, the manufacturing facility in Alvin,
Texas was forced to completely shut down its operations ahead of Hurricane
Rita as a precaution and the manufacturing facility in Pensacola, Florida
was temporarily shut down as a result of Hurricane Dennis. In addition,
reduced availability of key raw material and energy sources resulting from
Hurricanes Rita and Katrina affected the ability of certain plants in the
Integrated Nylon segment to operate at normal production rates. As a result,
Solutia experienced significant costs involved in shutting down and
restarting these operations, significant unabsorbed fixed costs and lost
sales volumes. Furthermore, Solutia declared force majeure in late September
2005 for certain products within its Integrated Nylon segment as a result of
the aforementioned raw material and utility supply limitations, some of
which are a result of force majeure declarations by certain of Solutia's
suppliers, resulting in additional lost sales volumes. The declaration of
force majeure was lifted in late November 2005. In total, the amount of
these aforementioned hurricane related costs was approximately $36 million
in 2005. The hurricanes also resulted in a significant increase in raw
material and energy prices during 2005. Solutia was successful in passing
along a portion of these increases in raw materials and energy costs;
however, approximately $25 million of these costs were directly absorbed by
Solutia.

Reorganization Strategy
-----------------------

         In 2005, Solutia continued its stated reorganization strategy with
a focus on 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. Solutia took steps in 2005 to enhance its financial performance
including using the tools of bankruptcy and making changes to its asset
portfolio, as explained below. Solutia also continues to pursue a
reallocation of legacy liabilities in the bankruptcy proceeding through
negotiations with the other constituents in the bankruptcy case. The Company
will also be working in 2006 to obtain a proper capital structure upon
emergence. However, as a result of the numerous uncertainties and
complexities inherent in Solutia's bankruptcy proceedings, its ability and
timing of emergence from bankruptcy is subject to significant uncertainty.

         PERFORMANCE ENHANCEMENT

         Solutia benefited in 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. In addition, Solutia
continued to use the tools of bankruptcy to renegotiate various contracts in
2005 which are expected to provide future benefits to Solutia.

         A key element of Solutia's reorganization strategy is a
significantly more proactive commercial approach, one that recognizes that
the long-term success of its customers requires a strong and dependable
supplier. This new commercial perspective strives for a true partnership and
is not based on the premise that the suppliers subsidize investments in
materials, technology or people. Solutia's commercial approach has better
managed with customers the risk of movements in the oil and energy markets,
in some cases via formula pricing, to ensure the value chain remains
connected to key raw material and energy cost inputs. Solutia intends to
ensure the long term success of our customers by pricing its products
adequately to fund customer-driven technology and innovation resulting in a
stream of highly innovative and unique products and services.

         Solutia amended its DIP financing agreement on June 1, 2005, which
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.

                                     30

<PAGE>
<PAGE>

         Each of Solutia's U.S. labor unions ratified new five-year
collective bargaining agreements in 2005 which set pension and health and
welfare benefits for Solutia's employees who are represented by labor
unions. The agreements, which take effect January 1, 2006, provide for
changes to pension and welfare benefits consistent with those Solutia had
previously implemented for U.S. non-union employees. Specifically, the union
employees have agreed to freeze their pension plan, phase-out
company-provided retiree medical benefits by October 31, 2016, and
participate in a more cost-effective medical insurance program, effective
January 1, 2006. These changes are consistent with previous steps Solutia
has taken to achieve its objective of emerging with a cost structure that
allows it to compete more effectively in the global environment.

         Solutia announced in 2005 that it is beginning the construction of
a new SAFLEX(R) plastic interlayer plant in China with production
anticipated to commence in mid-2007. The plant will focus on meeting the
growing demands of the Chinese automotive market and the broader Asia
Pacific region for Solutia's plastic interlayer products, as well as enhance
Solutia's overall global cost position.

         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 making
several changes including exiting the acrylic fibers operations 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 2005.

         In addition, Astaris LLC ("Astaris"), a 50/50 joint venture with
FMC Corporation ("FMC"), divested substantially all of its operating assets
in the fourth quarter 2005. Under the terms of the agreement, Israel
Chemicals Limited ("ICL") purchased substantially all of the operating
assets of Astaris for $255 million, subject to certain purchase price
adjustments. In addition, certain of the assets and liabilities of Astaris
that were not included in the sale to ICL were transferred to Solutia and
FMC. Generally, these assets and liabilities consisted of property
originally contributed to the joint venture by Solutia and FMC, as well as
associated liabilities. See Note 10 to the accompanying consolidated
financial statements for further information.

         On March 1, 2006, pursuant to a stock purchase agreement among
Solutia, Vitro S.A. de C.V. ("Vitro") and Vitro Plan, a wholly-owned
subsidiary of Vitro, Solutia completed the acquisition of Vitro Plan's
entire 51 percent stake in Quimica (originally formed in 1996 as a joint
venture between Vitro, Vitro Plan, and Solutia) for approximately $20
million in cash. As a result of this agreement, Solutia became the sole
owner of Quimica and its plastic interlayer plant located in Puebla, Mexico.
Pursuant to the purchase agreement, Solutia and Vitro Plan (or its
affiliates) also entered into supply agreements under which Solutia will
provide Vitro and certain of its affiliates with 100 percent of their
requirements for most SAFLEX(R) plastic interlayer products for up to five
years.

         In late 2005, Solutia and Akzo Nobel N.V. ("Akzo") decided to
explore the possible sale of Flexsys (a joint venture with Akzo).
Bear, Stearns International Limited ("Bear Stearns"), an investment banking
firm, has been engaged to conduct the sale process for Flexsys and has
contacted a variety of potential strategic buyers and private equity firms
to assess interest in the Flexsys business. At this time there can be no
assurance that a definitive agreement will be reached with any party and the
owners and Bear Stearns reserve the right to terminate discussions with any
or all parties and further participation in the process by any or all
parties. Solutia continues to evaluate all available strategic options with
respect to its Flexsys joint venture as part of its on-going reorganization
strategy to re-shape its asset portfolio.

         In addition, Solutia continues to evaluate its options, including
potential sales, with respect to certain of its non-core businesses and
assets, including the pharmaceutical services business, in order to maximize
the value of such non-core assets for stakeholders. For any sale of Flexsys,
the pharmaceutical services business, or other businesses or assets directly
or indirectly owned (or partially owned) by SESA to occur, SESA may need to
obtain the consent of its Euronote bondholders. There can be no assurance
than any potential sales being considered will occur.

         REALLOCATION OF LEGACY LIABILITIES

         On February 14, 2006, the Debtors filed with the Bankruptcy
Court their Plan of Reorganization (the "Plan") and Disclosure Statement
(the "Disclosure Statement"). The Plan and Disclosure Statement are subject
to Bankruptcy Court approval, the approval of various constituencies in the
Chapter 11 Cases and the satisfaction of other contingencies. Until the Plan
is confirmed by the Bankruptcy Court, the Plan and Disclosure Statement are
subject to amendment and 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. The Plan and
Disclosure Statement along with the Relationship Agreement (as defined
below) and Retiree Settlement Agreement, entered into among Solutia, the
official committee of unsecured creditors and official committee of retirees
appointed in the Chapter 11 Cases, Monsanto, certain retirees and the other
parties thereto (the "Retiree Settlement"),

                                     31

<PAGE>
<PAGE>

set forth the terms of a global settlement the "Global Settlement") between
Solutia, the Official Committee of Unsecured Creditors in the Debtors'
Chapter 11 Cases (the "Unsecured Creditors' 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. See Note 1 to the accompanying consolidated
financial statements for a further summary of developments in Solutia's
ongoing Chapter 11 bankruptcy case.

Summary Results of Operations

         The discussions below and 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.

         Net sales and operating income (loss) of Solutia are as follows for
the years ended December 31:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                                  2005          2004        2003
                                                                                       ----          ----        ----
<S>                                                                                  <C>           <C>         <C>
Net Sales....................................................................        $2,825        $2,697      $2,430
                                                                                     ======        ======      ======

Operating Income (Loss):
    Performance Products and Services Segment Profit (Loss) (a)..............        $  130        $   52      $  (39)
    Integrated Nylon Segment Loss (a)........................................           (26)          (59)        (59)
         Add: Corporate Expenses.............................................           (63)          (89)       (268)
         Add: Equity (Earnings) Loss from Affiliates, Other (Income) Expense,
         and Reorganization Items, net included in Segment Profit (Loss).....            11            --          (6)
                                                                                     ------        ------      ------
Operating Income (Loss)......................................................        $   52        $  (96)     $ (372)
                                                                                     ======        ======      ======
Charges included in Operating Income (Loss)..................................        $  (15)       $ (101)     $ (333)
                                                                                     ======        ======      ======
-----------------------------------------------------------------------------------------------------------------------

<FN>
(a) See Note 23 to the accompanying consolidated financial statements for
description of the computation of operating segment profit (loss).
</TABLE>

         The $128 million, or 5 percent, increase in net sales in 2005
reflects higher average selling prices of approximately 11 percent,
partially offset by lower sales volumes of approximately 6 percent.
Solutia's net sales for 2004 increased by $267 million, or 11 percent, as
compared to 2003. This increase in net sales reflected higher average
selling prices of approximately 6 percent, increased sales volumes of
approximately 3 percent and favorable currency exchange rate fluctuations of
approximately 2 percent.

         As indicated in the preceding table, operating results for each
year were affected by various charges which are described in greater detail
in the "Results of Operations" section below. Operating income improved by
$148 million in 2005 as compared to 2004 primarily as a result of higher net
sales and controlled spending, partially offset by higher overall raw
material and energy costs. The 2004 results as compared to the 2003 results
were favorably affected by higher net sales, controlled spending, lower
postretirement expenses, favorable manufacturing variances and lower
environmental remediation expenses, partially offset by higher overall raw
material and energy costs.


                                     32

<PAGE>
<PAGE>

Financial Information
---------------------

         Summarized financial information concerning Solutia and
subsidiaries in reorganization and subsidiaries not in reorganization as of
and for the year-ended December 31, 2005 is presented as follows:

<TABLE>
<CAPTION>
                                                Solutia and                                            Solutia and
                                              Subsidiaries in   Subsidiaries not in                    Subsidiaries
                                              Reorganization       Reorganization     Eliminations     Consolidated
                                              --------------    -------------------   ------------     ------------

<S>                                              <C>                  <C>               <C>              <C>
Net sales.................................       $ 2,266              $  959            $ (400)          $ 2,825
Operating income (loss)...................           (57)                 81                28                52
Net income................................             8                  46               (46)                8

Total assets..............................         1,671                 781              (468)            1,984
Liabilities not subject to compromise.....           949                 470              (157)            1,262
Liabilities subject to compromise.........         2,176                  --                --             2,176
Total shareholders' equity (deficit)......        (1,454)                311              (311)           (1,454)
</TABLE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions in certain circumstances that
affect amounts reported in the accompanying consolidated financial
statements and related footnotes. In preparing these consolidated financial
statements, Solutia has made its best estimates of certain amounts included
in these consolidated financial statements. However, application of these
accounting policies involves the exercise of judgment and use of assumptions
as to future uncertainties and, as a result, actual results could differ
materially from these estimates. Management has discussed the development,
selection and disclosure of these critical accounting policies and estimates
with the Audit and Finance Committee of Solutia's Board of Directors.

         Solutia believes that the estimates, assumptions and judgments
involved in the accounting policies described below have the greatest
potential impact on the consolidated financial statements and require
assumptions that can be highly uncertain at the time the estimate is made.
Solutia considers the following items to be its critical accounting
policies:

        |X| Environmental Remediation

        |X| Self-Insurance

        |X| Income Taxes

        |X| Impairment of Long-Lived Assets

        |X| Impairment of Goodwill and Indefinite-Lived Intangible Assets

        |X| Pension and Other Postretirement Benefits

         Solutia also has other significant accounting policies. Solutia
believes that, compared to the critical accounting policies listed above,
the other policies either do not generally require estimates and judgments
that are as difficult or as subjective, or are less likely to have a
material impact on the reported results of operations for a given period.

Environmental Remediation

         With respect to environmental remediation obligations, Solutia's
policy is to accrue costs for remediation of contaminated sites in the
accounting period in which the obligation becomes probable and the cost is
reasonably estimable. Cost estimates for remediation are developed by
assessing, among other items, (i) the extent of Solutia's contribution to
the environmental matter; (ii) the number and financial viability of other
potentially responsible parties; (iii) the scope of the anticipated
remediation and monitoring plan; (iv) settlements reached with governmental
or private parties; and (v) Solutia's past experience with similar matters.
Solutia's estimates of the environmental remediation reserve requirements
typically fall within a range. If Solutia believes no best estimate exists
within a range of possible outcomes, in accordance with existing accounting
guidance, the minimum loss is accrued. Environmental liabilities are not
discounted, and they have not been reduced for any claims for recoveries
from third parties.

         These estimates are critical because Solutia must forecast
environmental remediation activity into the future, which is highly
uncertain and requires a large degree of judgment. Therefore, the
environmental reserves may materially differ from


                                     33

<PAGE>
<PAGE>

the actual liabilities if Solutia's estimates prove to be inaccurate, which
could materially affect earnings in a given period. Uncertainties related to
recorded environmental liabilities include changing governmental policy and
regulations, judicial proceedings, the number and financial viability of
other potentially responsible parties, the method and extent of remediation
and future changes in technology. Because of these uncertainties, the
potential liability for existing environmental remediation reserves not
subject to compromise may range up to two times the amounts recorded. These
valuations of future environmental costs do not contemplate the
uncertainties inherent in Solutia's bankruptcy proceedings, as the potential
impact of the Chapter 11 proceedings upon future environmental costs cannot
be reasonably determined at this time. Due to these uncertainties, certain
of the environmental liabilities have been classified as subject to
compromise in the Statement of Consolidated Financial Position as of
December 31, 2005, and have been excluded from the aforementioned range of
possible outcomes of existing environmental remediation reserves. The
estimate for environmental liabilities is a critical accounting estimate for
both reportable segments.

Self-Insurance

         Solutia maintains self-insurance reserves to cover its estimated
future legal costs, settlements and judgments related to workers'
compensation, product, general, automobile and operations liability claims
that are less than policy deductible amounts or not covered by insurance.
Self-insured losses are accrued based upon estimates of the aggregate
liability for claims incurred using certain actuarial assumptions followed
in the insurance industry, Solutia's historical experience and certain
case-specific reserves as required, including estimated legal costs. The
maximum extent of the self-insurance provided by Solutia and related
insurance recoveries are dependent upon a number of factors including the
facts and circumstances of individual cases and the terms and conditions of
the commercial policies. Solutia has purchased commercial insurance in order
to reduce its exposure to workers' compensation, product, general,
automobile and property liability claims. Policies for periods prior to the
spinoff are shared with Pharmacia. This insurance has varying policy limits
and deductibles. When recovery from an insurance policy is considered
probable, a receivable is recorded. Self-insurance reserve estimates are
critical because changes to the actuarial assumptions used in the
development of these reserves can materially affect earnings in a given
period and Solutia must forecast loss activity into the distant future which
is highly uncertain and requires a large degree of judgment.

         Actuarial reserve indications are projections of the remaining
future payments for workers' compensation, product, general, automobile and
operations liability claims for which Solutia is legally responsible. These
projections are made in the context of an uncertain future where variations
between estimated and actual amounts are attributable to many factors,
including changes in operations, changes in judicial environments, shifts in
the types or timing of the reporting of claims, changes in the frequency or
severity of losses and random chance. The actuarial estimates of the reserve
requirements fall within a range. The actuary's best estimate of the
liability is generally near the middle of the actuary's range; accordingly,
Solutia has recorded the liability at this level. Solutia estimates that
both the high and low ends of the range generally approximate the recorded
liability. These valuations of future self-insurance costs do not
contemplate the uncertainties inherent in Solutia's bankruptcy proceedings,
as the potential impact of the Chapter 11 proceedings upon future
self-insurance costs cannot be reasonably determined at this time. Due to
these uncertainties, certain of the self-insurance liabilities have been
classified as subject to compromise in the Statement of Consolidated
Financial Position as of December 31, 2005, and have been excluded from the
range of possible outcomes of existing self-insurance reserves. The estimate
for self-insurance liabilities is a critical accounting estimate for both
reportable segments.

Income Taxes

         Solutia accounts for income taxes using the asset and liability
method. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences of temporary differences between
the carrying amounts and tax bases of assets and liabilities at enacted
rates. Solutia bases its estimate of deferred tax assets and liabilities on
current tax laws and rates and, in certain cases, business plans and other
expectations about future outcomes. Solutia records a valuation allowance to
reduce its deferred tax assets to the amount that is more likely than not to
be realized. While Solutia has considered future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the need for the
valuation allowance, in the event Solutia were to determine that it would be
able to realize its deferred tax assets in the future in excess of its net
recorded amount, an adjustment to the deferred tax asset would increase
income in the period such determination was made. Likewise, should Solutia
determine that it would not be able to realize all or part of its net
deferred tax asset in the future, an adjustment to the deferred tax asset
would be charged to income in the period such determination was made. The
consolidated financial statements include increases in valuation allowances
as a result of uncertainty created by Solutia's Chapter 11 bankruptcy
filing.

                                     34

<PAGE>
<PAGE>

         Solutia's accounting for deferred tax consequences represents
management's best estimate of future events that can be appropriately
reflected in the accounting estimates. Changes in existing regulatory tax
laws, rates and future business results may affect the amount of deferred
tax liabilities or the valuation of deferred tax assets over time.

Impairment of Long-Lived Assets

         Impairment tests of long-lived assets, including finite-lived
intangible assets, are made when conditions indicate the carrying value may
not be recoverable. The carrying value of a long-lived asset is considered
impaired when the total projected undiscounted cash flows from such asset
are separately identifiable and are less than its carrying value. Solutia's
estimate of the cash flows is based on information available at that time
including these and other factors: sales forecasts, customer trends,
operating rates, raw material and energy prices and other global economic
indicators and factors. If an impairment is indicated, the asset value is
written down to its fair value based upon market prices or, if not
available, upon discounted cash value, at an appropriate discount rate
determined by Solutia to be commensurate with the risk inherent in the
business model. These estimates are critical because changes to Solutia's
assumptions used in the development of the impairment analyses can
materially affect earnings in a given period and Solutia must forecast cash
flows into the future which is highly uncertain and requires a significant
degree of judgment. The consolidated financial statements do not reflect any
adjustments for the impairment of long-lived assets that may result as part
of the approval and implementation of a plan of reorganization to be
submitted as part of the Chapter 11 bankruptcy process. The estimate for
impairment of long-lived assets is a critical accounting estimate for both
reportable segments.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

         Goodwill and indefinite-lived intangible assets are reviewed for
impairment annually under the provisions of Statement of Financial
Accounting Standard ("SFAS") No. 142, Goodwill and Other Intangible Assets.
However, as required by SFAS No. 142, impairment analyses are performed more
frequently if changes in circumstances indicate the carrying value may not
be recoverable during the intervening period between annual impairment
tests. Solutia performs the review for impairment at the reporting unit
level. The impairment assessment is completed by determining the fair values
of the reporting units using income and market multiple approaches and
comparing those fair values to the carrying values of the reporting units.
If the fair value of a reporting unit is less than its carrying value,
Solutia then allocates the fair value of the reporting unit to all the
assets and liabilities of that reporting unit. The excess of the fair value
of the reporting unit over the amounts assigned to its assets and
liabilities is the implied fair value of the goodwill. If the carrying value
of the reporting unit's goodwill exceeds the implied fair value of that
goodwill, an impairment loss is recognized for this differential. This
valuation process involves assumptions based upon management's best
estimates and judgments that approximate the market conditions experienced
at the time the impairment assessment is made. These assumptions include but
are not limited to earnings and cash flow projections, discount rate and
peer company comparability. Actual results may differ from these estimates
due to the inherent uncertainty involved in such estimates. The consolidated
financial statements do not reflect any adjustments for the impairment of
goodwill and indefinite-lived intangible assets that may result as part of
the approval and implementation of a plan of reorganization to be submitted
as part of the Chapter 11 bankruptcy process. The estimate for impairment of
goodwill and indefinite-lived intangible assets is a critical accounting
estimate for the Performance Products and Services reportable segment. The
Integrated Nylon reportable segment does not have goodwill or
indefinite-lived intangible assets.

Pension and Other Postretirement Benefits

         Under the provisions of SFAS No. 87, Employers' Accounting for
Pensions, and SFAS No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, measurement of the obligations under the
defined benefit pension plans and the other postemployment benefit ("OPEB")
plans are subject to several significant estimates. These estimates include
the rate of return on plan assets, the rate at which the future obligations
are discounted to value the liability, the rate of compensation increase for
employees and health care cost trend rates. Additionally, the cost of
providing benefits depends on demographic assumptions including retirements,
mortality, turnover and plan participation. Solutia typically uses actuaries
to assist it in preparing these calculations and determining these
assumptions. Solutia's annual measurement date is December 31 for both the
pension and OPEB plans.

         The expected long-term rate of return on pension plan assets
assumption was 9.0 percent in both 2005 and 2004. The expected long-term
rate of return on pension plan assets assumption is based on the target
asset allocation policy and the expected future rates of return on these
assets. See Note 17 to the accompanying consolidated financial statements
for


                                     35

<PAGE>
<PAGE>

Solutia's historical and target allocation of plan assets for the pension
plans. A hypothetical 25 basis point change in the assumed long-term rate of
return would result in a change of approximately $1 million to pension
expense.

         The discount rate used to remeasure the pension plans was 5.50
percent in both 2005 and 2004, and the discount rates to remeasure the other
postretirement benefit plans were 5.50 percent in 2005 and 5.25 percent in
2004. Solutia establishes its discount rate based upon the internal rate of
return for a portfolio of high quality bonds with maturities consistent with
the nature and timing of future cash flows for each specific plan. A
hypothetical 25 basis point change in the discount rate for Solutia's
pension plans results in a change of approximately $19 million in the
projected benefit obligation and less than a $1 million change in pension
expense. A hypothetical 25 basis point change in the discount rate for
Solutia's OPEB plans results in a change of approximately $8 million in the
accumulated benefit obligation and less than approximately $1 million change
to OPEB expense.

         Solutia estimated the five-year assumed trend rate for healthcare
costs in 2005 to be 8 percent with the ultimate trend rate for healthcare
costs grading by 1 percent each year to 5 percent by 2008 and remaining at
that level thereafter. A 1 percent change in the assumed health care cost
trend rate would have changed the postretirement benefit obligation by $3
million as of December 31, 2005 and would have had a less than $1 million
change to OPEB expense in 2005. Solutia's costs for postretirement medical
benefits are capped for many current retirees and active employees;
therefore, the impact of this hypothetical change in the assumed health care
cost trend rate is limited.

         These valuations of future pension and other postretirement costs
do not include the uncertainties inherent in Solutia's Chapter 11 bankruptcy
proceedings, as the potential impact of the Chapter 11 proceedings upon
future spending for these items cannot be reasonably determined at this
time. Due to these uncertainties, all pension and postretirement liabilities
related to Solutia entities that have filed Chapter 11 bankruptcy have been
classified as subject to compromise in the Statement of Consolidated
Financial Position as of December 31, 2005.


RESULTS OF OPERATIONS

Performance Products and Services

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                             2005      2004       2003
                                                                                  ----      ----       ----

<S>                                                                              <C>       <C>        <C>
Net Sales....................................................................    $1,183    $1,109     $1,038
                                                                                 ======    ======     ======

Segment Profit (Loss)........................................................    $  130    $   52     $  (39)
                                                                                 ======    ======     ======
    Net Charges and Reorganization Items, net included in Segment Profit
    (Loss)...................................................................    $  (10)   $  (63)    $ (143)
                                                                                 ======    ======     ======
----------------------------------------------------------------------------------------------------------------
</TABLE>

         The $74 million, or 7 percent, increase in 2005 net sales compared
to 2004 resulted from higher selling prices of approximately 3 percent,
increased sales volumes of approximately 3 percent and favorable currency
exchange rate fluctuations of approximately 1 percent. Higher average
selling prices were experienced in SAFLEX(R) and VANCEVA(R) plastic
interlayer products, LLUMAR(R) and VISTA(R) professional film products and
THERMINOL(R) heat transfer fluids. Increased sales 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 cessation
of Solutia's chlorobenzenes operations in 2004.

         The $71 million, or 7 percent, increase in 2004 net sales compared
to 2003 resulted from higher sales volumes of approximately 5 percent and
favorable currency exchange rate fluctuations of approximately 4 percent,
partially offset by lower average selling prices of approximately 2 percent.
Higher volumes were experienced in SAFLEX(R) and VANCEVA(R) plastic
interlayer products and in LLUMAR(R) professional window film products,
partially offset by lower volumes due to the cessation of certain operations
beginning in the fourth quarter 2003, including the shut-down of certain
chlorobenzenes, feed ingredients and L-Aspartic operations. In addition, net
sales were positively affected by the strengthening euro in relation to the
U.S. dollar in 2004. Lower average selling prices were experienced primarily
in SAFLEX(R) plastic interlayer products in comparison to 2003, resulting
principally from the completion of new sales contracts in a competitive
pricing environment.

                                     36

<PAGE>
<PAGE>

         The $78 million improvement in 2005 segment profit in comparison to
2004 resulted principally from lower charges and higher net sales, partially
offset by higher raw material and energy costs. Segment profit in 2005
included $8 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 $2 million of restructuring charges
consisting principally of severance costs for non-debtor entities that was
not included within reorganization items. Segment profit in 2004 included
$61 million of charges, including $18 million of restructuring costs related
principally to the closure of Solutia's chlorobenzenes operations as well as
certain other non-strategic operations, and $3 million of asset write-offs
and repairs and maintenance charges resulting from the impact of Hurricane
Ivan at the Martinsville, Virginia plant. Also included in the 2004 segment
results is an asset impairment charge within the Pharmaceutical Services
business related to fixed assets of approximately $12 million. In addition,
a charge of $28 million is included to write down intangible assets within
the Pharmaceutical Services business. These charges within the
Pharmaceutical Services business were precipitated by the declining
estimates of forecasted results given current economic and market conditions
within the pharmaceutical services business environment. See Notes 7 and 8
to the accompanying consolidated financial statements for further discussion
of these impairment charges. Segment profit in 2004 also included $2 million
of reorganization items involving primarily severance related costs incurred
as part of Solutia's overall reorganization process.

         The $91 million improvement in 2004 segment profit in comparison to
2003 resulted principally from lower charges, higher net sales and favorable
manufacturing variances resulting from cost containment activities and
increased capacity utilization, partially offset by higher raw material and
energy costs. Segment profit in 2004 included $61 million of charges and $2
million of reorganization items as described above while charges in 2003
included $47 million of restructuring charges for workforce reductions,
write-down of assets, and contract termination costs. Also included in the
2003 segment results is an asset impairment charge within the Pharmaceutical
Services business related to fixed assets of $18 million. In addition, a
charge of $78 million was included to write down goodwill and certain
indefinite-lived and finite-lived intangible assets within the
Pharmaceutical Services business. These charges within the Pharmaceutical
Services business were also precipitated by the declining estimates of
forecasted results given existing economic and market conditions within the
pharmaceutical services business environment.


Integrated Nylon

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                             2005      2004       2003
                                                                                  ----      ----       ----

<S>                                                                              <C>       <C>        <C>
Net Sales....................................................................    $1,642    $1,588     $1,392
                                                                                 ======    ======     ======

Segment Loss.................................................................    $  (26)   $  (59)    $  (59)
                                                                                 ======    ======     ======
    Net Charges included in Segment Loss.....................................    $  (14)   $   (5)    $   (5)
                                                                                 ======    ======     ======
---------------------------------------------------------------------------------------------------------------
</TABLE>

         The $54 million, or 3 percent, increase in 2005 net sales as
compared to 2004 resulted primarily from higher average selling prices of
approximately 16 percent, partially offset by lower sales volumes of
approximately 13 percent. Average selling prices increased in all businesses
primarily in response to the escalating cost of raw materials. Sales volumes
were negatively affected by Hurricanes Dennis, Katrina and Rita, which
forced certain manufacturing facilities to reduce production rates due to
the shortages of certain raw materials. Furthermore, Solutia declared force
majeure in late September 2005 for certain products within its Integrated
Nylon segment as a result of the these raw material and utility supply
limitations some of which are a result of force majeure declarations by
certain of Solutia's suppliers. The force majeure declaration was removed by
Solutia in late November 2005. In addition, as a precaution for Hurricane
Rita, the manufacturing facility in Alvin, Texas was forced to completely
shut down its operations. This production slowdown did not allow Solutia to
fully meet customer demand while certain customers were unable to take
product due to their own operational issues resulting from the hurricanes.
Sales volumes were also adversely affected as a result of Solutia's shutdown
of the acrylic fibers operations in the second quarter 2005 but were
partially offset because certain Solutia produced intermediate chemicals
previously supplied to the acrylic fiber operations were sold into the
intermediates merchant market. In addition, sales volumes were negatively
impacted in 2005 as a result of contract rejections and terminations in the
intermediate chemicals business in 2004.

         The $196 million, or 14 percent, increase in 2004 net sales as
compared to 2003 resulted primarily from higher average selling prices of
approximately 12 percent and sales volume increases of approximately
2 percent. Average selling prices increased in all businesses in response to
the escalating cost of raw materials, with the largest recovery in the
carpet


                                     37

<PAGE>
<PAGE>

fibers and intermediates businesses. Carpet fiber increases resulted from
price increases implemented across several segments, and the intermediate
chemicals business benefited from an overall increase in market prices for
key products as well as formula-based sales contracts tied to raw material
costs. Increased sales volumes were experienced principally in carpet fibers
and nylon plastics and polymers, partially offset by lower volumes resulting
from restructuring actions taken in the acrylic fibers business in 2003 and
contract rejections and terminations in the intermediate chemicals business
in 2004.

         Segment losses decreased $33 million in 2005 as compared to 2004
primarily as a result of higher net sales, partially offset by higher raw
material and energy costs of approximately $176 million. In addition,
segment loss was affected by the aforementioned hurricanes experienced in
2005. Although Solutia's manufacturing facilities did not suffer significant
physical damage, the manufacturing facility in Alvin, Texas was forced to
completely shut down its operations ahead of Hurricane Rita as a precaution.
Further, reduced availability of key raw material and energy sources
affected the ability of certain plants to operate at normal production
levels. As a result, Solutia has experienced significant costs involved in
shutting down and restarting these operations, significant unabsorbed fixed
costs and lost sales volumes. Furthermore, the aforementioned declaration of
force majeure by Solutia and certain of its customers as a result of the
hurricanes had a negative impact on segment profit in 2005. In total, the
amount of these aforementioned hurricane related costs was approximately $36
million in 2005. The hurricanes also resulted in a significant increase in
raw material and energy prices during 2005. Solutia was successful in
passing along a portion of these increases in raw materials and energy
costs; however, approximately $19 million of these costs were directly
absorbed by the Integrated Nylon segment. Further, it is anticipated segment
profit in the first quarter 2006 will be negatively impacted by higher than
expected costs experienced as part of a planned shut-down at the
manufacturing facility in Alvin, Texas.

         Segment profit in 2005 also included reorganization items of $14
million comprised of $13 million principally due to the shut-down of the
acrylic fibers operations and $1 million of other restructuring charges. The
shut-down costs included $12 million of asset write-downs, $7 million of
decontamination and dismantling costs and $4 million of severance and
retraining 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 and a $3 million gain from the sale of
certain acrylic fibers assets. In addition, segment profit in 2004 was
affected by $5 million of charges resulting from the impact of Hurricane
Ivan at the Pensacola, Florida and Foley, Alabama manufacturing facilities
involving primarily repairs and maintenance costs, as well as asset
write-offs.

         Segment losses in total in 2004 were comparable to 2003; however,
affecting 2004 segment losses compared to 2003 were higher net sales,
controlled spending and favorable manufacturing variances resulting from
cost containment activities and increased capacity utilization, offset
primarily by higher raw material and energy costs of approximately $230
million. In addition, segment loss in 2004 included $5 million of charges as
described above while segment loss in 2003 included severance charges of $5
million associated with workforce reductions.


Corporate Expenses

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                                2005         2004        2003
                                                                                     ----         ----        ----

<S>                                                                                  <C>          <C>         <C>
Corporate Expenses...........................................................        $ 63         $ 89        $ 268
                                                                                     ====         ====        =====
    Net Charges included in Corporate Expenses...............................        $(13)        $(35)       $(185)
                                                                                     ====         ====        =====
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

         Corporate expenses decreased by $26 million, or 29 percent, in 2005
as compared to 2004 principally due to lower charges and other declines in
corporate spending. Included in 2005 and 2004 corporate expenses were $13
million and $35 million, respectively, of net pension and other
postretirement benefit plan curtailments and settlements (as more fully
described in Note 17 to the accompanying consolidated financial statements).
In addition, Solutia experienced continued benefits in 2005 of cost
reduction measures taken in the second half of 2004 as part of implementing
its overall reorganization strategy, partially offset by a modest increase
in legal costs.

         Corporate expenses in 2004 and 2003 were affected by various
charges. Included in 2004 results were $35 million of net charges as
described above while in 2003 Solutia recorded a $99 million charge related
to Solutia's share of the Anniston litigation settlement and to increase
certain other litigation accruals; a $35 million charge for pension
settlements resulting from the significant amount of lump sum distributions
from the pension plan during 2003; $27 million in charges for environmental
remediation and funding of an educational trust related to the partial
consent decree in Anniston, Alabama; a $20 million charge to increase
environmental reserves related to exiting the Nitro, West Virginia facility;
and $4 million in severance charges for workforce reductions. Also
benefiting 2004 results as compared to 2003 were lower litigation,


                                     38

<PAGE>
<PAGE>

postretirement and environmental remediation expenses, as well as lower
headcount. Additionally, reorganization related professional advisory fees
were recorded in Reorganization Items, net in 2004 as compared to 2003 when
they were recorded in Corporate Expenses until the bankruptcy filing in
December 2003.

Impairment of Intangible Assets

         During 2004, Solutia recorded an impairment charge of $28 million
within the Pharmaceutical Services business for the write down of goodwill
and certain finite-lived intangible assets. In accordance with SFAS No. 142,
the impairment charge for goodwill of $23 million was based upon fair value
estimates of the reporting unit through the use of a discounted cash flow
model. The $5 million impairment charge for certain finite-lived intangible
assets was determined through an impairment test performed in accordance
with SFAS No. 144, as more fully described in Note 7 to the accompanying
consolidated financial statements. These impairment charges were both
recorded in the Impairment of Intangible Assets line within the Statement of
Consolidated Operations and are included within the results of operations of
the Performance Products and Services operating segment.


Equity Earnings (Loss) from Affiliates

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                                    2005       2004        2003
                                                                                         ----       ----        ----

<S>                                                                                      <C>       <C>         <C>
Flexsys Equity Earnings (Loss)...................................................        $ 35      $ (20)      $ (20)
Astaris LLC Equity Earnings (Loss)...............................................          59         (7)       (114)
Other Equity Earnings (Loss) from Affiliates included in Reportable Segment
     Profit (Loss)...............................................................           2          1           1
                                                                                         ----      -----       -----
Equity Earnings (Loss) from Affiliates...........................................        $ 96      $ (26)      $(133)
                                                                                         ====      =====       =====
    Gains/(Charges) included in Equity Earnings (Loss) from Affiliates...........        $ 52      $ (49)      $(134)
                                                                                         ====      =====       =====
------------------------------------------------------------------------------------------------------------------------
</TABLE>

         Equity earnings (loss) from affiliates were affected by various
items in both 2005 and 2004. During 2005 equity earnings from affiliates was
impacted by a $50 million net gain realized in the Astaris joint venture
from the sale of a majority of its assets. Under the terms of the agreement,
Israel Chemicals Limited ("ICL") purchased substantially all of the
operating assets of Astaris for $255 million, subject to certain purchase
price adjustments. Equity earnings in 2005 also included $2 million of net
gains related to the Flexsys joint venture comprising a one-time,
non-operational gain of $5 million, partially offset by $3 million of
various restructuring charges. During 2004, equity loss from affiliates was
negatively affected by $49 million in restructuring and litigation charges
resulting from (i) restructuring charges related to production asset
rationalization and certain plant closures at both the Flexsys and Astaris
joint ventures; (ii) severance charges at both the Flexsys and Astaris joint
ventures; and (iii) charges recorded by the Flexsys joint venture related to
litigation contingencies. Also included in the 2005 results compared to 2004
were higher earnings from both Astaris and Flexsys. Astaris' earnings
improved as a result of improved product mix due to the 2004 restructuring
activities discussed above and higher average net selling prices. Flexsys'
earnings improved primarily due to higher average net selling prices.

         Equity earnings (loss) from affiliates were affected by various
items in both 2004 (as described above) and 2003. During 2003, equity loss
from affiliates was negatively affected by $134 million in charges resulting
from (i) the Astaris joint venture's selective production asset and product
rationalizations, including the closure of the Conda, Idaho, purified
phosphoric acid facility, which had performed significantly below
expectations since its start-up in 2001; (ii) restructuring charges related
to production asset rationalization and certain plant closures at the
Flexsys joint venture; (iii) severance charges at both the Flexsys and
Astaris joint ventures; and (iv) charges recorded by the Flexsys joint
venture related to litigation contingencies. Also included in the 2004
results compared to 2003 were higher earnings from both Astaris and Flexsys.
Astaris' earnings improved primarily as a result of higher average selling
prices, lower fixed costs resulting from the aforementioned restructuring
activities and lower interest expense and Flexsys' earnings improved
primarily through a more favorable mix of net sales.


                                     39

<PAGE>
<PAGE>

Interest Expense

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                                2005        2004         2003
                                                                                     ----        ----         ----
<S>                                                                                  <C>        <C>          <C>
Interest Expense.............................................................        $  84      $  113       $  120
                                                                                     =====      ======       ======
Charges included in Interest Expense.........................................        $  --      $  (25)      $  (14)
                                                                                     =====      ======       ======
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

         The $29 million, or 26 percent, decrease in interest expense in
2005 in comparison to 2004 resulted principally from the write-off of
unamortized debt issuance costs of $25 million in 2004. In addition, Solutia
amended its DIP financing agreement on June 1, 2005, which among other items
reduced 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. The amount of contractual
interest not recorded was $32 million in both 2005 and 2004.

         Interest expense was affected by various charges in both 2004 and
2003. Included in 2004 interest expense was the write-off of unamortized
debt issuance costs of approximately $25 million related to Solutia's
October 2003 credit facility and interim DIP facility which were retired in
January 2004 with proceeds from the final DIP facility. The 2003 charge of
$14 million resulted from the write-off of unamortized debt issuance costs
of $14 million related to the credit facility retired in 2003. Also
affecting 2004 interest expense was the cessation of interest payments on
Solutia's 6.72% debentures puttable 2004, due 2037 and its 7.375% debentures
due 2027 while operating as a debtor-in-possession during the Chapter 11
bankruptcy proceedings. The amount of contractual interest not recorded was
$32 million in 2004 and $1 million in 2003. In addition, Solutia refinanced
its Euronotes in 2004 at a higher interest rate resulting in higher interest
expense in 2004.


Other Income, net

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                               2005         2004        2003
                                                                                    ----         ----        ----

<S>                                                                                 <C>          <C>         <C>
Other Income, net............................................................       $ 10         $  1        $ 11
                                                                                    ====         ====        ====
    Other Income, net included in Reportable Segment Profit (Loss) ..........       $  9         $  1        $  5
                                                                                    ====         ====        ====
    Net Gains included in Other Income, net..................................       $ --         $ --        $  4
                                                                                    ====         ====        ====
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         Other income, net increased $9 million in 2005 as compared to 2004
primarily as a result of gains experienced from the sale of various
non-operating assets in 2005 coupled with lower currency losses. The $10
million decrease in other income, net in 2004 as compared to 2003 resulted
principally from lower one-time gains and higher realized foreign currency
losses, partially offset by higher interest income. During 2003, Solutia
realized a benefit of $4 million related to the recovery of certain
receivables, established prior to 1997, which had previously been written
off.

Reorganization Items, net

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                               2005         2004        2003
                                                                                    ----         ----        ----

<S>                                                                                 <C>          <C>         <C>
Reorganization Items, net ...................................................       $ 49         $ 73        $  1
                                                                                    ====         ====        ====
    Reorganization Items, net included in Reportable Segment Profit (Loss) ..       $ 22         $  2        $ --
                                                                                    ====         ====        ====
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         Reorganization Items, net are presented separately in the Statement
of Consolidated 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 2005 included $49 million of professional fees for
services provided by debtor and creditor professionals directly related to
Solutia's reorganization proceedings; a $31 million net gain representing
the difference between the settlement amount of certain pre-petition
obligations and the corresponding amounts previously recorded; $12 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; $10 million of net charges for adjustments to record certain
pre-petition claims at estimated amounts of the allowed claims; and $9
million of other reorganization charges primarily involving costs incurred
with exiting the acrylic fibers operations.

                                     40

<PAGE>
<PAGE>

         Reorganization items incurred in 2004 included $46 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; $9
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. Reorganization items, net in 2003 consisted
primarily of professional fees for services provided by debtor and creditor
professionals directly related to Solutia's reorganization proceedings. The
significant increase in reorganization expense in 2004 as compared to 2003
was principally due to the Solutia's Chapter 11 bankruptcy filing occurring
in December 2003.


Income Tax Expense (Benefit)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                                                2005        2004        2003
                                                                                    ----         ----        ----

<S>                                                                                 <C>          <C>         <C>
Income Tax Expense (Benefit) ................................................       $  14        $ (6)       $ 365
                                                                                    =====        ====        =====
    Increase in Valuation Allowances included in Income Tax Expense
    (Benefit)................................................................
                                                                                    $  12        $108        $ 547
                                                                                    =====        ====        =====
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

         Solutia's effective income tax expense (benefit) rate was
approximately 56 percent in 2005 compared to approximately (2) percent in
2004. Increases in valuation allowances in 2005 were $21 million, of which
$12 million was recorded in Income Tax Expense (Benefit) in the Statement of
Consolidated Operations and $9 million was recorded in Accumulated Other
Comprehensive Loss in the Statement of Consolidated Comprehensive Loss, as
compared to increases in valuation allowances in 2004 of $110 million, of
which $108 million was recorded in Income Tax Expense (Benefit) in the
Statement of Consolidated Operations and $2 million was recorded in Other
Comprehensive Loss in the Statement of Consolidated Comprehensive Loss. The
additional valuation allowances in both 2005 and 2004 were provided
principally for the U.S. deferred tax assets as a result of Solutia's
Chapter 11 bankruptcy filing (as more fully described in Note 14 to the
accompanying consolidated financial statements).

         Solutia's effective income tax expense (benefit) rate was
approximately (2) percent in 2004 compared to approximately 59 percent in
2003. The above noted valuation allowance increases in 2004 and 2003 were
the primary differences in comparing the 2004 and 2003 rates.


Cumulative Effect of Change in Accounting Principle

Asset Retirement Obligations
----------------------------

         In March 2005, the FASB issued Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations - an interpretation of FASB
Statement No. 143 ("FIN 47"). FIN 47 clarifies that the term "conditional
asset retirement obligation" as used in Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations ("SFAS No.
143"), refers to a legal obligation to perform an asset retirement activity
in which the timing and (or) method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even
though uncertainty exists about the timing and (or) method of settlement,
including those that may be conditional on a future event. Accordingly, an
entity is required to recognize a liability for the fair value of a
conditional asset retirement obligation if the fair value of the liability
can be reasonably estimated. Uncertainty about the timing and (or) method of
settlement should be factored into the measurement of the liability when
sufficient information exists. FIN 47 also clarifies when sufficient
information to reasonably estimate the fair value of an asset retirement
obligation is considered available.

         Upon adoption of SFAS No. 143 as of January 1, 2003, Solutia
identified certain conditional asset retirement obligations; however, these
obligations were not recorded due to uncertainties involved with the
determination of settlement timing. With the clarification outlined by FIN
47 for valuation of conditional asset retirement obligations, Solutia
reevaluated the valuation concerns involving settlement timing for these
conditional asset retirement obligations and accordingly reported an asset
retirement obligation of $7 million as of December 31, 2005. These
obligations involve various


                                     41

<PAGE>
<PAGE>

federal, state and local regulations and/or contractual obligations to
decontaminate and/or dismantle certain machinery and equipment, buildings,
and leasehold improvements at Solutia's various operating locations.

         Asset retirement obligations were estimated for each of the
Solutia's operating locations, where applicable, based upon Solutia's
current and historical experience, adjusted for factors that a third-party
would consider, such as overhead, profit and market risk premium. Estimated
obligations were escalated based upon the anticipated timing of the related
cash flows using an assumed inflation rate, and then were discounted using a
credit-adjusted, risk-free interest rate. The impact of adoption resulted in
a charge of $3 million recorded as a cumulative effect of change in
accounting principle (net of tax) in the Statement of Consolidated
Operations in 2005.

Variable Interest Entities
--------------------------

         In January 2003, the FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities. This Interpretation, as
amended, provides guidance related to identifying variable interest entities
("VIEs") and determining whether such entities should be consolidated.
Solutia adopted the provisions of the Interpretation in 2003. Solutia has a
synthetic lease related to its corporate headquarters in St. Louis,
Missouri, entered into in 1999, that qualifies as a VIE. Based on the terms
of the lease agreement and the residual value guarantee Solutia provides to
the lessor, Solutia concluded it is the primary beneficiary of the VIE. As a
result, in 2003 Solutia consolidated the property, plant and equipment of
$37 million and long-term debt of $43 million held by this VIE, and recorded
minority interest of $1 million and a resulting after-tax charge of $5
million, reported as a cumulative effect of a change in accounting
principle, net of tax. The assets and liabilities of $37 million and $43
million, respectively, which were consolidated as part of adoption of this
Interpretation, were not included within the Statement of Consolidated Cash
Flows for the year ended December 31, 2003, as these items represent
non-cash transactions upon adoption of this Interpretation.

Summary of Events Affecting Comparability

         In 2005, 2004 and 2003 certain events affecting comparability were
recorded in Reorganization Items, net in the Statement of Consolidated
Operations. A comparison of reorganization items for these periods
respectively is provided in the above Results of Operations section, as well
as Note 3 to the accompanying consolidated financial statements. Charges and
gains recorded in 2005, 2004 and 2003 and other events affecting
comparability recorded outside of reorganization items have been summarized
in the table below (dollars in millions):

<TABLE>
<CAPTION>
                                                                                      2005
                                                  -------------------------------------------------------------------------
             INCREASE/(DECREASE)                   PERFORMANCE
                                                   PRODUCTS AND           INTEGRATED        CORPORATE/
                                                     SERVICES               NYLON             OTHER         CONSOLIDATED
                                                     --------               -----             -----         ------------
<S>                                                   <C>                    <C>              <C>               <C>
IMPACT ON:

Cost of goods sold..........................          $  2                   $--              $ --              $  2       (a)
                                                        --                    --                 9                 9       (b)
                                                  -------------------------------------------------------------------------
Total cost of goods sold ...................             2                    --                 9                11
Marketing ..................................            --                    --                 1                 1       (b)
Administrative .............................            --                    --                 2                 2       (b)
Technological ..............................            --                    --                 1                 1       (b)
                                                  -------------------------------------------------------------------------
OPERATING INCOME IMPACT.....................            (2)                   --               (13)              (15)

Equity income from affiliates...............            --                    --                52                52       (c)
                                                  -------------------------------------------------------------------------
PRE-TAX INCOME STATEMENT IMPACT.............            (2)                   --                39                37
                                                  ===================================================
Income tax impact...........................                                                                      --       (d)
                                                                                                         ------------------
AFTER-TAX INCOME STATEMENT IMPACT...........                                                                    $ 37
                                                                                                                ====
<FN>
     2005 EVENTS
     -----------
a)       Restructuring costs related principally to severance and retraining
         costs ($2 million pre-tax and after-tax).

b)       Net pension and other postretirement benefit plan curtailments and
         settlements, as more fully described in Note 17 to the accompanying
         consolidated financial statements ($13 million pre-tax and
         after-tax - see note (d) below).

                                     42

<PAGE>
<PAGE>

c)       Net one-time gains related to Solutia's Flexsys and Astaris joint
         ventures, in each of which Solutia has a fifty percent interest.
         Astaris included a one-time gain of $50 million related to the sale
         of substantially all of its operating assets to ICL, as further
         described above. Flexsys included a one-time, non-operational gain
         of $5 million, partially offset by $3 million of various
         restructuring charges ($52 million pre-tax and after-tax - see note
         (d) below).

d)       With the exception of item (a) above, which primarily relates to
         ex-U.S. operations, the above items are considered to have like
         pre-tax and after-tax impact as the tax benefit or expense realized
         from these events is offset by the change in valuation allowance
         for U.S. deferred tax assets resulting from uncertainty as to their
         recovery due to Solutia's Chapter 11 bankruptcy filing.
</TABLE>

<TABLE>
<CAPTION>
                                                                                      2004
                                                  -------------------------------------------------------------------------
             INCREASE/(DECREASE)                   PERFORMANCE
                                                   PRODUCTS AND           INTEGRATED        CORPORATE/
                                                     SERVICES               NYLON             OTHER         CONSOLIDATED
                                                     --------               -----             -----         ------------
<S>                                                   <C>                    <C>              <C>              <C>
IMPACT ON:

Cost of goods sold..................                   $ 18                  $--              $  --            $  18       (e)
                                                         --                                      26               26       (f)
                                                         12                   --                 --               12       (g)
                                                          3                    5                 --                8       (h)
                                                          1                   --                 --                1       (i)
                                                         (1)                  --                 --               (1)      (j)
                                                    ----------------------------------------------------------------------
Total cost of goods sold ..........                      33                    5                 26               64
Marketing ..........................                     --                   --                  2                2       (f)
Administrative .....................                     --                   --                  4                4       (f)
Technological ......................                     --                   --                  3                3       (f)
Impairment of intangible assets ....                     28                   --                 --               28       (k)
                                                    ----------------------------------------------------------------------
OPERATING LOSS IMPACT...............                    (61)                  (5)               (35)            (101)

Equity loss from affiliates.........                     --                   --                (49)             (49)      (l)
Interest expense....................                     --                   --                (25)             (25)      (m)
Loss on debt modification...........                     --                   --                (15)             (15)      (n)
                                                    ----------------------------------------------------------------------
PRE-TAX INCOME STATEMENT IMPACT.....                   $(61)                 $(5)             $(124)            (190)
                                                    ===================================================
Income tax benefit impact...........                                                                             (11)      (o)
                                                                                                        ------------------
AFTER-TAX INCOME STATEMENT IMPACT...                                                                           $(179)
                                                                                                               =====
<FN>
     2004 EVENTS
     -----------
e)       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, future costs for non-cancelable operating leases, and
         severance and retraining costs ($18 million pre-tax and after-tax -
         see note (o) below).

f)       Net pension and other postretirement benefit plan curtailments and
         settlements, as more fully described in Note 17 to the accompanying
         consolidated financial statements ($35 million pre-tax and
         after-tax - see note (o) below).

g)       Impairment of fixed assets in the Pharmaceutical Services business
         ($12 million pre-tax and $8 million after-tax).

h)       Losses incurred directly related to the hurricanes experienced in
         the U.S. in 2004 resulting in the disruption of operations and
         property damage at Solutia's operations in the Integrated Nylon
         chain located principally in the Southeastern part of the U.S., and
         the Performance Products and Services location in Martinsville,
         Virginia. These costs included primarily asset write-offs and
         repairs and maintenance costs ($8 million pre-tax and after-tax -
         see note (o) below).

i)       Loss on the sale of the assets of Axio Research Corporation
         ($1 million pre-tax and after-tax - see note (o) below).

                                     43

<PAGE>
<PAGE>

j)       Gain resulting from the favorable settlement of reserves
         established in 2003 related to the closure of non-strategic
         facilities in Solutia's Pharmaceutical Services business ($1
         million pre-tax and after-tax).

k)       Write-down of non-deductible goodwill in accordance with SFAS No.
         142 ($23 million pre-tax and after-tax) and of finite-lived
         intangible assets in accordance with SFAS No. 144 ($5 million
         pre-tax and $4 million after-tax); both charges within the
         Pharmaceutical Services business.

l)       Charges related to the Flexsys and Astaris joint ventures
         associated with litigation matters and restructuring activities
         involving contract rejections and terminations, dismantling costs,
         asset impairments and severance charges ($49 million pre-tax and
         after-tax - see note (o) below).

m)       Write-off of unamortized debt issuance costs related to the October
         2003 and interim DIP credit facilities; both were retired in
         January 2004 with proceeds from the final DIP facility ($25 million
         pre-tax and after-tax - see note (o) below).

n)       Loss due to the modification of Solutia's Euronotes in January 2004
         ($15 million pre-tax and $9 million after-tax).

o)       With the exception of items (g), (j), (k) and (n) above, which
         primarily relate to ex-U.S. operations, the above items are
         considered to have like pre-tax and after-tax impact as the tax
         benefit or expense realized from these events is offset by the
         change in valuation allowance for U.S. deferred tax assets
         resulting from uncertainty as to their recovery due to Solutia's
         Chapter 11 bankruptcy filing.
</TABLE>

<TABLE>
<CAPTION>
                                                                                      2003
                                                  ------------------------------------------------------------------------
                                                   PERFORMANCE
                                                   PRODUCTS AND           INTEGRATED        CORPORATE/
-------------------------------------------------    SERVICES               NYLON             OTHER         CONSOLIDATED
             INCREASE/(DECREASE)                     --------               -----             -----         ------------
--------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                    <C>              <C>              <C>
Cost of goods sold..............................      $  37                  $ 5              $  --            $  42          (p)
                                                         18                   --                 --               18          (q)
                                                         --                   --                 27               27          (r)
                                                         --                   --                 26               26          (s)
                                                         --                   --                 99               99          (t)
                                                         --                   --                 20               20          (u)
                                                     ---------------------------------------------------------------------
Total cost of goods sold........................         55                    5                172              232
Marketing.......................................          2                   --                 --                2          (p)
                                                         --                   --                  2                2          (s)
Administrative..................................          2                   --                  4                6          (p)
                                                         --                   --                  4                4          (s)
Technological...................................          6                   --                 --                6          (p)
                                                         --                   --                  3                3          (s)
Impairment of intangible assets.................         78                   --                 --               78          (v)
                                                     ---------------------------------------------------------------------
OPERATING LOSS IMPACT...........................       (143)                  (5)              (185)            (333)
Equity loss from affiliates.....................         --                   --               (134)            (134)         (w)
Interest expense................................         --                   --                (14)             (14)         (x)
Other income, net...............................         --                   --                  4                4          (y)
                                                     ---------------------------------------------------------------------
PRE-TAX INCOME STATEMENT IMPACT.................      $(143)                 $(5)             $(329)            (477)
                                                     ======================================================
Income tax expense..............................                                                                 413          (z)
                                                                                                           ---------------
AFTER-TAX INCOME STATEMENT IMPACT...............                                                               $(890)
                                                                                                           ===============
<FN>
         2003 EVENTS
         -----------
p)       Restructuring charges for workforce reductions across all world
         areas and functions of Solutia, write-down of assets, and contract
         termination costs ($56 million pre-tax and after-tax - see note (z)
         below).

q)       Impairment of fixed assets in the Pharmaceutical Services business
         ($18 million pre-tax and $16 million after-tax).

                                     44

<PAGE>
<PAGE>

r)       Charge for environmental remediation and funding for an educational
         trust related to the partial consent decree in Anniston, Alabama
         ($27 million pre-tax and after-tax - see note (z) below).

s)       Losses from pension settlements, as more fully described in Note 17
         to the accompanying consolidated financial statements ($35 million
         pre-tax and after-tax - see note (z) below).

t)       Charge related to Solutia's share of the Anniston litigation
         settlement and to increase certain other litigation accruals ($99
         million pre-tax and after-tax - see note (z) below).

u)       Increase to environmental reserves related to exiting the Nitro,
         West Virginia facility ($20 million pre-tax and after-tax - see
         note (z) below).

v)       Write-down of non-deductible goodwill and other indefinite-lived
         intangible assets in accordance with SFAS No. 142 ($64 million
         pre-tax and after-tax) and of finite-lived intangible assets in
         accordance with SFAS No. 144 ($14 million pre-tax and after-tax);
         both charges within the Pharmaceutical Services business.

w)       Restructuring and litigation charges incurred at the Flexsys and
         Astaris joint ventures related to asset impairments, severance
         charges, and litigation expenses ($134 million pre-tax and
         after-tax - see note (z) below).

x)       Write-off of unamortized debt issuance cost related to the credit
         facility refinanced during 2003 ($14 million pre-tax and after-tax -
         see note (z) below).

y)       Recovery of certain receivables, established prior to 1997, which
         had previously been written off ($4 million pre-tax and after-tax -
         see note (z) below).

z)       With the exception of items (q) and (v) above, which primarily
         relate to ex-U.S. operations, the above items are considered to
         have the same pre-tax and after-tax impact as the tax benefit or
         expense realized from these events are offset by the change in
         valuation allowance for U.S. deferred tax assets resulting from
         uncertainty as to their recovery due to Solutia's Chapter 11
         bankruptcy filing.
</TABLE>

ENVIRONMENTAL MATTERS

         Solutia is subject to numerous laws and government regulations
concerning environmental, safety and health matters in the United States and
other countries. U.S. environmental legislation that has a particular impact
on Solutia includes the Toxic Substances Control Act; the Resource
Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the
Safe Drinking Water Act; and the Comprehensive Environmental Response,
Compensation and Liability Act (commonly known as Superfund). Solutia is
also subject to the Occupational Safety and Health Act and regulations of
the Occupational Safety and Health Administration ("OSHA") concerning
employee safety and health matters. The EPA, OSHA and other federal agencies
have the authority to promulgate regulations that have an impact on
Solutia's operations. In addition to these federal activities, various
states have been delegated certain authority under several of these federal
statutes and have adopted environmental, safety and health laws and
regulations. State or federal agencies having lead enforcement authority may
seek fines and penalties for violation of these laws and regulations. Also,
private parties have rights to seek recovery, under the above statutes or
the common law, for civil damages arising from environmental conditions,
including damages for personal injury and property damage.

         Expenditures for environmental capital projects were approximately
$8 million in both 2005 and 2004, and $7 million in 2003. Expenditures for
the management of environmental programs and remediation activities were
approximately $62 million, $69 million and $96 million in 2005, 2004 and
2003, respectively. Included in environmental program management is the
operation and maintenance of current operating facilities for environmental
control, which is expensed in the period incurred, and $12 million, $19
million and $33 million in 2005, 2004 and 2003, respectively, for
remediation activity, which was charged against recorded environmental
liabilities. Recoveries from third parties were less than $1 million, $2
million and $4 million in 2005, 2004 and 2003, respectively.

         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


                                     45

<PAGE>
<PAGE>

disposal locations. For the owned and operated sites, Solutia had an accrued
liability of $71 million and $78 million as of December 31, 2005 and 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
Statement of Consolidated 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 spent $12 million in 2005 for
remediation of these properties. In 2006, Solutia anticipates spending a
similar amount related to these properties currently owned or operated by
Solutia.

         Solutia had an accrued liability of $82 million as of both December
31, 2005 and 2004 for properties not owned or operated by Solutia which was
classified as subject to compromise in the Statement of Consolidated
Financial Position. Under the Plan and Relationship Agreement, as between
Monsanto and Solutia, Monsanto will accept financial responsibility for
environmental remediation obligations at all sites for which Solutia was
required to assume responsibility at the Solutia Spinoff but which were
never owned or operated by Solutia. This includes 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 will share financial responsibility with
Solutia for off-site remediation costs in Anniston, Alabama and Sauget,
Illinois. 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 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.

SELF-INSURANCE

         As discussed in Item 3 to this report, 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 Solutia's
spinoff from Pharmacia, Solutia assumed the defense of specified legal
proceedings and agreed to indemnify Pharmacia 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's cessation of performance may
give rise to a pre-petition unsecured claim against Solutia which Pharmacia
may assert in Solutia's Chapter 11 bankruptcy case.

         Since the spinoff, Solutia has been responsible for bearing the
costs associated with various toxic tort lawsuits related to PCBs,
premises-based asbestos and other chemical exposures from the conduct of the
historic chemical business of Pharmacia. At the time of the Chapter 11
bankruptcy filing, Solutia was defending approximately 520 asbestos actions
(involving an estimated 3,500 to 4,500 plaintiffs) brought against
Pharmacia. In addition, notwithstanding the settlement of cases relating to
the Anniston plant site, Solutia was defending approximately 30 cases
involving alleged exposure from PCB's manufactured by Pharmacia prior to the
spinoff. Solutia was also defending approximately 100 general and product
liability claims brought against Pharmacia.

         Claims for legal matters arising prior to Solutia's Chapter 11
bankruptcy filing will be addressed in the bankruptcy proceedings. As a
result of the Chapter 11 petition, 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
pre-petition accrued liability for litigation of $136 million and $141
million as of December 31, 2005 and 2004, respectively, has been classified
as subject to compromise in the Statement of Consolidated Financial
Position. In general, all claims against Solutia that seek a recovery of
assets of Solutia's estate will be addressed in the Chapter 11 bankruptcy
process and paid only pursuant to the terms of a confirmed plan of
reorganization. However, pursuant to a bankruptcy court order, Solutia made
a $5 million payment with respect to pre-petition legal proceedings in both
2005 and 2004. Solutia cannot forecast the level of future pre-petition
self-insurance spending and anticipated levels of recoveries based upon the
inherent uncertainty underlying the bankruptcy proceedings.


                                     46

<PAGE>
<PAGE>


         Solutia had an accrued liability of $9 million and $7 million as of
December 31, 2005 and 2004, respectively, for post-petition self-insurance
liabilities including workers' compensation, product, general, automobile
and operations liability claims. Self-insurance expense was $4 million in
both 2005 and 2004 and $82 million in 2003. The decrease in self-insurance
expense in 2004 compared with 2003 was principally a result of an increase
in the existing reserve levels in 2003 up to the discounted settlement
amount in the Anniston PCB litigation settlement coupled with lower overall
settlement accruals and legal expenses due to the aforementioned stay with
respect to pre-petition litigation. Cash payments for self-insurance matters
were $8 million in 2005, $9 million in 2004, and $50 million in 2003,
whereas recoveries from insurance carriers were less than $1 million in
2005, $7 million in 2004, and $8 million in 2003. Included in the 2005 and
2004 payments was a $5 million scheduled payment with respect to the 2003
Anniston PCB litigation settlement paid pursuant to a bankruptcy court
order.

EMPLOYEE BENEFITS

         Employee benefits include noncontributory defined benefit pension
plans and other postemployment benefits ("OPEB") that provide certain health
care and life insurance benefits. Solutia also has stock option plans
covering officers and employees and a non-employee director compensation
plan for non-employee members of Solutia's board of directors.

         Under the provisions of SFAS No. 87, Employers' Accounting for
Pensions, and SFAS No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, measurement of the obligations under the
defined benefit pension plans and the OPEB plans are subject to a number of
assumptions. These include the rate of return on pension plan assets, health
care cost trend rates and the rate at which the future obligations are
discounted to value the liability at December 31st of each year presented in
the Statement of Consolidated Financial Position. The amounts reflected in
the consolidated financial statements and accompanying notes do not reflect
the impact of any future changes to the benefit plans that might be
contemplated as a result of the bankruptcy filing. Due to the inherent
uncertainty involved with the bankruptcy proceedings, the recorded amounts
related to Solutia's debtor pension plans, as well as other debtor
postretirement plans, have been classified as subject to compromise in the
Statement of Consolidated Financial Position as of December 31, 2005.

         Pension expense in accordance with SFAS No. 87 was $29 million in
both 2005 and 2004, and $42 million in 2003, and expense for OPEB was
$42 million in 2005, $44 million in 2004 and $55 million in 2003. In addition,
Solutia recorded net charges resulting from pension and other postretirement
benefit plan curtailments and settlements of $13 million in 2005 and
$35 million in 2004 and 2003, respectively (as more fully described in Note 17
to the accompanying consolidated financial statements).

         Pension Plan Funded Status

         The majority of Solutia's employees are covered under
noncontributory defined benefit pension plans. The pension plans are funded
in accordance with Solutia's long-range projections of the plan's financial
conditions. These projections take into account benefits earned and expected
to be earned, anticipated returns on pension plan assets and income tax and
other regulations. The amount of pension plan underfunding in the pension
plans increased to $540 million as of December 31, 2005 from $508 million as
of December 31, 2004.

         Solutia actively manages funding of its domestic qualified pension
plan in order to meet the requirements of the IRS and the Pension Benefits
Guarantee Corporation (a U.S. federal agency). Solutia made a discretionary
contribution of $11 million in 2004 to the qualified pension plan in order
to minimize future required contributions and to utilize available tax
benefits. No contributions were made during 2005 or 2003 to the qualified
pension plan. According to current IRS funding rules, Solutia will be
required to make $174 million in pension contributions to its U.S. qualified
pension plan in 2006. In addition, Solutia contributed $5 million in 2005
and $4 million in 2004 and 2003, respectively, to fund its foreign pension
plans. Moreover, Solutia expects to be required to fund $5 million in
pension contributions for its foreign pension plans in 2006.

DERIVATIVE FINANCIAL INSTRUMENTS

         Solutia's business operations give rise to market risk exposures
that result from changes in currency exchange rates, interest rates and
certain commodity prices. To manage the volatility relating to these
exposures, Solutia enters into various hedging transactions that enable it
to alleviate the adverse effects of financial market risk. Solutia's hedging
transactions are carried out under policies and procedures approved by the
Audit and Finance Committee of the Board of Directors, which


                                     47

<PAGE>
<PAGE>

does not permit the purchase or holding of any derivative financial
instruments for trading purposes. Notes 2 and 9 to the accompanying
consolidated financial statements include further discussion of Solutia's
accounting policies for derivative financial instruments.

Foreign Currency Exchange Rate Risk

         Solutia manufactures and sells its products in a number of
countries throughout the world and, as a result, is exposed to movements in
foreign currency exchange rates. Solutia uses foreign currency hedging
instruments to manage the volatility associated with foreign currency
purchases of materials and other assets and liabilities created in the
normal course of business. Solutia primarily uses forward exchange contracts
and purchased options with maturities of less than 18 months to hedge these
risks. Solutia also enters into certain foreign currency derivative
instruments primarily to protect against exposure related to intercompany
financing transactions. Corporate policy prescribes the range of allowable
hedging activity and what hedging instruments Solutia is permitted to use.
Because the counterparties to these contracts are major international
financing institutions, credit risk arising from these contracts is not
significant, and Solutia does not anticipate any counterparty losses.
Currency restrictions are not expected to have a significant effect on
Solutia's cash flows, liquidity or capital resources. Major currencies
affecting Solutia's business are the U.S. dollar, British pound sterling,
euro, Canadian dollar, Swiss franc, Brazilian real, Chinese yuan and the
Japanese yen.

         At December 31, 2005, Solutia had currency forward contracts to
purchase and sell $365 million of currencies, principally the euro, Swiss
Franc and U.S. Dollar, with average remaining maturities of nine months.
Based on Solutia's overall currency rate exposure at December 31, 2005,
including derivatives and other foreign currency sensitive instruments, a 10
percent adverse change in quoted foreign currency rates of these instruments
would result in an immaterial change in fair value of these instruments.
This is consistent with the overall foreign currency exchange rate exposure
at December 31, 2004.

Interest Rate Risk

         Interest rate risk is primarily related to changes in the fair
value of fixed-rate long-term debt and short-term, floating rate debt.
Solutia believes its current debt structure appropriately protects Solutia
from changes in interest rates and does not actively use any contracts to
manage interest rate risk. A 1 percent increase in the LIBOR would have
increased interest expense by approximately $3 million during 2005, assuming
the debt composition at December 31, 2005 was consistent throughout the
year. This is consistent with the overall interest rate exposure at December
31, 2004.

Commodity Price Risk

         Certain raw materials and energy resources used by Solutia are
subject to price volatility caused by weather, crude oil prices, supply
conditions, political and economic variables and other unpredictable
factors. Solutia uses forward and option contracts to manage a portion of
the volatility related to anticipated energy purchases. Solutia had
commodity forward contracts with notional amounts of $9 million associated
with future natural gas purchases as of December 31, 2005. Based on
Solutia's overall energy market rate exposure at December 31, 2005,
including derivatives and other commodity sensitive instruments, a 10
percent adverse change in quoted market rates of these instruments would
result in a $1 million decrease in fair value of these instruments. There
were no commodity forward or option contracts outstanding as of December 31,
2004.

RESTRUCTURING ACTIVITIES

         During 2005 Solutia recorded restructuring charges of $13 million
in Reorganization Items, net involving the shut-down of its acrylic fiber
operations and shut-down of its nylon industrial fiber manufacturing unit at
its plant in Pensacola, Florida. This $13 million of net charges from the
closure of these businesses included $12 million of asset write-downs, $7
million of decontamination and dismantling costs and $4 million of severance
and retraining 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 and a $3 million gain from the
sale of certain acrylic fibers assets. In addition, Solutia recorded $5
million of severance and retraining costs in 2005 with $3 million recorded
in Reorganization Items, net and $2 million in Cost of Goods Sold involving
headcount reductions within the Integrated Nylon and Performance Products
and Services segments, as well as the corporate function. Cash outlays
associated with the restructuring actions were funded from operations.

         During 2004, Solutia recorded restructuring charges of $18 million
to Cost of Goods Sold principally related to the closure of Solutia's
chlorobenzenes operations as well as certain other non-strategic operations,
including $10 million for


                                     48

<PAGE>
<PAGE>

decommissioning and dismantling costs, $3 million of severance and
retraining costs; $2 million related to operating leases where the
underlying services and properties are no longer providing benefit; and $3
million of various other restructuring charges. In addition, Solutia
recorded a reduction of $1 million to Cost of Goods Sold for the favorable
settlement of reserves established in 2003 related to the closure of
non-strategic facilities in Solutia's Pharmaceutical Services business.
These restructuring charges were recorded in the Performance Products and
Services segment and resulted principally from Solutia's continued strategic
evaluation of its businesses. In addition, Solutia recorded $4 million of
severance and retraining costs during 2004 in Reorganization Items, net
principally related to workforce reduction initiatives of management
positions within the corporate function directly associated with the
bankruptcy reorganization process. Cash outlays associated with the
restructuring actions were funded from operations.

         During 2003, Solutia recorded restructuring and severance charges
of $56 million. The restructuring charges resulted from Solutia's continued
strategic evaluation of its businesses, and the resulting decisions to shut
down certain operations due to various market and economic conditions.
Included in these restructuring charges were $22 million of severance
charges associated with ongoing workforce reductions precipitated by the
sale of the resins, additives and adhesives businesses and other ongoing
cost reduction initiatives; $17 million of asset write-downs; $14 million
related to non-cancellable operating leases, because Solutia was no longer
fully utilizing the properties underlying these leases; and $3 million in
contract rejection and termination costs. Cash outlays associated with the
restructuring actions were funded from operations.

FINANCIAL CONDITION AND LIQUIDITY

         As discussed in Note 1 to the accompanying 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 Solutia'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 in the Chapter 11 bankruptcy process
may be limited.

Financial Analysis

         Solutia used its existing cash on-hand to finance operating needs
and capital expenditures during 2005. Cash used in continuing operations was
$24 million in 2005 compared to cash provided by continuing operations of
$41 million in 2004. The change in 2005 as compared to 2004 was primarily
attributable to changes in working capital items including a significant
change in accounts payable in 2005 due to the relative stabilization in
accounts payable terms in 2005 compared to 2004 when terms significantly
improved due to Solutia's filing of Chapter 11 bankruptcy in late 2003. In
addition, there was a significant increase in non-cash earnings from equity
affiliates included within cash used in operations in 2005. In 2004, cash
provided by continuing operations was $41 million compared to cash used in
continuing operations of $25 million in 2003. This change was primarily
attributable to the previously mentioned change in accounts payable in 2004,
partially offset by a $11 million voluntary pension contribution and higher
payments for reorganization related items in 2004. In addition, pursuant to
a bankruptcy court order Solutia made the first of ten annually scheduled $5
million payments in August 2004 with respect to the Anniston litigation
settlement reached in 2003.

         Solutia's working capital changed by $1 million to ($4) million at
December 31, 2005, compared to ($3) million at December 31, 2004. This
change in working capital was primarily attributable to lower trade
receivables and the continued increase in post-petition accounts payable
balances due to improved vendor terms, partially offset by higher
inventories.

         Capital spending was $81 million in 2005 as compared to $61 million
in 2004. Expenditures during 2005 were used primarily to fund certain growth
initiatives, as well as various capital improvements and certain cost
reduction projects. Capital spending decreased by $17 million in 2004
compared to $78 million in 2003. This change was primarily due to the
mandatory purchase of the co-generation facility in Pensacola, Florida in
2003, for approximately $32 million, whereas the expenditures in 2004 were
used primarily to fund various minor capital improvements, as well as
certain cost reduction projects. In addition, included in 2004 was $5
million of capital spending incurred as a result of damage from Hurricane
Ivan. In 2006, Solutia expects capital spending will be approximately $100
million and will focus on growth initiatives including the above mentioned
new SAFLEX(R) plastic interlayer plant in China expected to be completed in
2007. Approximately $16 million of estimated capital requirements were
committed at December 31, 2005.


                                     49

<PAGE>
<PAGE>

         Solutia continued to divest certain non-strategic businesses in
order to focus resources on core businesses. The proceeds from these and
other asset sales generated $81 million in 2005 and $479 million in 2003.
Proceeds from divestitures in 2004 were less than $1 million. During 2005,
net proceeds included $76 million received from the previously mentioned
Astaris transaction with an additional approximately $20 million deposited
into escrow accounts. Distributions, if any, from the escrow accounts are
expected to be received in 2006, subject to certain terms and conditions of
the asset purchase agreement and the escrow agreements. Solutia lenders
under the DIP financing facility agreed to waive certain prepayment
requirements and allowed Solutia to retain the entire proceeds of the
Astaris sale. In addition, $3 million of proceeds were received in 2005 from
the sale of assets associated with the closure of Solutia's acrylic fibers
business in 2005. During 2003, net proceeds included the sale of the resins,
additives and adhesives businesses of $474 million, which were included in
cash provided by discontinued operations.

         Total debt of $1,215 million as of December 31, 2005, including
$547 million not subject to compromise and $668 million subject to
compromise, decreased by $38 million as compared to $1,253 million at
December 31, 2004, which included $585 million not subject to compromise and
$668 million 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 2005.

         The composition of Solutia's debt changed during 2004 as compared
to 2003 with the completion of the final DIP facility in January 2004 and
concurrent retirement of Solutia's borrowings under the October 2003 and
interim DIP credit facilities, which aggregated $361 million outstanding as
of December 31, 2003, with proceeds from the final DIP facility and existing
cash on-hand. Outstanding borrowings under the final DIP facility were $300
million as of December 31, 2004. In addition, the Euronotes were increased
by $15 million in order to record the notes at their fair value on the date
of modification, January 30, 2004. The $43 million change in debt subject to
compromise resulted from the reclassification of the debt obligation for
Solutia's headquarters building to liabilities subject to compromise in the
third quarter 2004 as Solutia believes it is unable to continue to perform
on this debt obligation.

         The weighted average interest rate on Solutia's total debt
outstanding at December 31, 2005 was approximately 8.7 percent compared to
9.0 percent at December 31, 2004. Excluding debt subject to compromise, with
the exception of the 11.25 percent notes due 2009 on which the bankruptcy
court has permitted continued payments of the contractual interest, the
weighted average interest rate on total debt was 9.8 percent at December 31,
2005 compared to 10.1 percent at December 31, 2004. This decrease in
weighted average rates in 2005 is primarily a result of the below mentioned
refinancing of Solutia's DIP financing agreement on June 1, 2005, which
reduced 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.

         As a result of the Chapter 11 bankruptcy filing, Solutia was in
default on all its debt agreements as of December 31, 2005, with the
exception of its DIP credit facility and Euronotes. In addition, subsequent
to Solutia's bankruptcy filing, Moody's Investors Ratings Services and
Standard & Poor's withdrew all ratings for Solutia and its related debt
securities.

         Solutia had a shareholders' deficit of $1,454 million at
December 31, 2005, compared to a shareholders' deficit of $1,444 million at
December 31, 2004. Shareholders' deficit increased principally due to
unfavorable currency translation adjustments of $11 million, an increase in
additional minimum pension liability of $6 million and $1 million higher
unrealized losses on derivative instruments, partially offset by 2005 net
income of $8 million.

         At December 31, 2005, Solutia's total liquidity was $238 million in
the form of $131 million of availability under the final DIP credit facility
and approximately $107 million of cash on-hand, of which $89 million was
cash of Solutia's subsidiaries that are not parties to the Chapter 11
bankruptcy proceedings. In comparison, 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.

         Solutia did not make a contribution to its U.S. qualified domestic
pension plan in 2005 since according to current IRS funding rules Solutia
was not required to make pension contributions in 2005. However, according
to current IRS funding rules, Solutia will be required to make $174 million
in pension contributions to its U.S. qualified pension plan in 2006. In
addition, Solutia contributed $5 million in 2005 to fund its foreign pension
plans and expects to be required to fund $5 million in pension contributions
for it foreign pension plans in 2006.

                                     50

<PAGE>
<PAGE>


Astaris Financing Activities

         On October 8, 2003 Solutia and Astaris, a 50/50 joint venture with
FMC Corporation ("FMC"), amended Astaris' external financing agreement to
release the Astaris lenders' security interests in certain Solutia assets in
exchange for Solutia's posting of a $67 million letter of credit,
representing fifty percent of the Astaris lenders' outstanding commitments
to Astaris. Solutia used approximately $36 million in 2004 for investment
payments ("keepwell payments") to keep the Astaris joint venture in
compliance with its financial covenants. There were no keepwell payments
made in 2005. The remaining commitment to Astaris was $10 million as of
December 31, 2004, which was subsequently terminated as part of Astaris'
refinancing of its credit facility on February 8, 2005 (as further described
below).

         Solutia and FMC had also agreed to allow Astaris to defer up to $27
million of payment obligations to each of Solutia and FMC under existing
operating agreements and certain other agreements. The deferral amount
outstanding from Astaris to Solutia was $16 million as of December 31, 2004.
In February 2005, this deferral agreement was terminated and all amounts
outstanding were paid in full in conjunction with the Astaris refinancing
(as further described below).

         On February 8, 2005 Astaris refinanced its existing $20 million
credit facility that was scheduled to expire in September 2005 with a new
three-year, $75 million revolving credit facility. Among other items, the
new credit facility allowed Astaris to repay Solutia and FMC approximately
$16 million each that had been deferred under existing operating agreements
and certain other agreements. Completion of the new facility also resulted
in the release of a $10 million letter of credit back to Solutia that was
previously established to support prior keepwell arrangements that have now
been terminated as part of the new credit facility. Under the new credit
facility Astaris was required to delay certain payments to Solutia and FMC
if it did not achieve certain financial metrics, with repayment of such
deferred amounts required once Astaris achieves the required financial
metrics. This requirement was terminated as part of the previously mentioned
sale by Astaris of a majority of its assets to ICL in the fourth quarter
2005.

Amendments to DIP Financing Agreement

         Solutia amended its DIP financing agreement on June 1, 2005, which
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.

         Solutia announced in February 2006 that it received a fully
underwritten commitment for $825 million of DIP financing, maturing March
31, 2007. This represents a $300 million increase and more than a nine-month
extension over Solutia's current DIP financing. The increased availability
under the DIP financing provides Solutia with additional liquidity for
operations and the ability to fund mandatory pension payments that are
coming due in 2006. The DIP financing can be repaid by Solutia at any time
without prepayment penalties. The Bankruptcy Court entered an order
approving this amendment on March 14, 2006.

Off-Balance Sheet Arrangements

         See Note 21 to the accompanying consolidated financial statements
for a summary of off-balance sheet arrangements.


Contingencies

         See Note 21 to the accompanying consolidated financial statements
for a summary of Solutia's contingencies as of December 31, 2005.

                                     51

<PAGE>
<PAGE>

Commitments

         Solutia has entered into agreements with certain customers to
supply a guaranteed quantity of certain products annually at prices
specified in the agreements. In return, the customers have advanced funds to
Solutia to cover the costs of expanding capacity to provide the guaranteed
supply. Solutia has recorded the advances as deferred credits and amortizes
the amounts to income as the customers purchase the associated products. The
unamortized deferred credits were $100 million at December 31, 2005, and
$109 million at December 31, 2004.

         The obligations of Solutia Inc. and Solutia Business  Enterprises,
Inc., as borrowers under Solutia's DIP facility, are guaranteed by Solutia's
other domestic subsidiaries which own substantially all of Solutia's
domestic assets. These subsidiaries are Axio Research Corporation, Beamer
Road Management Company, CPFilms Inc., Monchem, Inc., Monchem International,
Inc., Solutia Greater China, Inc., Solutia Inter-America, Inc., Solutia
International Holding, LLC, Solutia Investments, LLC, Solutia Management
Company, Inc., Solutia Overseas, Inc., Solutia Systems, Inc. and Solutia
Taiwan, Inc. The obligations also must be guaranteed by each of Solutia's
subsequently acquired or organized domestic subsidiaries, subject to certain
exceptions. In addition, Solutia Inc. and Solutia Business Enterprises, Inc.
are jointly and severally liable with respect to their obligations under the
final DIP facility, thus in effect each guaranteeing the other's debt.

         The following table summarizes Solutia's contractual obligations
and commercial commitments that are not subject to compromise as of December
31, 2005. Payments associated with liabilities subject to compromise have
been excluded from the table below, as Solutia cannot accurately forecast
its future level and timing of spending given the inherent uncertainties
associated with the ongoing Chapter 11 bankruptcy process. See Note 3 to the
accompanying consolidated financial statements for further disclosure
concerning liabilities subject to compromise.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                OBLIGATIONS DUE BY PERIOD (DOLLARS IN MILLIONS)
                                                     -----------------------------------------------------------------
              CONTRACTUAL OBLIGATIONS                                                            2009-     2011 AND
                                                        TOTAL     2006      2007      2008       2010     THEREAFTER
----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>      <C>        <C>      <C>         <C>       <C>
Credit Facility (a)                                      $300     $300       $--      $ --        $--       $ --
----------------------------------------------------------------------------------------------------------------------
Interest Payments Related to Credit Facility (a)           13       13        --        --         --         --
----------------------------------------------------------------------------------------------------------------------
Long-Term Debt (a)                                        247       --        --       247         --         --
----------------------------------------------------------------------------------------------------------------------
Interest Payments Related to Long-Term Debt (a)            75       25        25        25         --         --
----------------------------------------------------------------------------------------------------------------------
Capital Leases                                              1        1        --        --         --         --
----------------------------------------------------------------------------------------------------------------------
Operating Leases                                           38        8         8         6          9          7
----------------------------------------------------------------------------------------------------------------------
Unconditional Purchase Obligations                          9        5         2         1          1         --
----------------------------------------------------------------------------------------------------------------------
Standby Letters of Credit (b)                              98       96        --         1         --          1
----------------------------------------------------------------------------------------------------------------------
Postretirement Obligations(c)                              46        5         5         6         11         19
----------------------------------------------------------------------------------------------------------------------
Environmental Remediation                                  71       10         9        10         11         31
----------------------------------------------------------------------------------------------------------------------
Other Commercial Commitments(d)                           100        9         8         6          8         69
----------------------------------------------------------------------------------------------------------------------
TOTAL CONTRACTUAL OBLIGATIONS                            $998     $472       $57      $302        $40       $127
----------------------------------------------------------------------------------------------------------------------

<FN>
(a)      See Note 15 to the accompanying consolidated financial statements
         for further information with respect to the amount and timing of
         interest payments on Solutia's debt obligations.
(b)      Standby letters of credit contractually expiring in 2006 are
         generally anticipated to be renewed or extended by extensions with
         existing standby letters of credit providers.
(c)      Represents estimated future minimum funding requirements for funded
         pension plans classified as not subject to compromise and estimated
         future benefit payments for unfunded pension and other
         postretirement plans classified as not subject to compromise.
(d)      Other commercial commitments represent agreements with Solutia's
         customers to supply a guaranteed quantity of certain products
         annually at prices specified in the underlying agreements.
</TABLE>



                                     52

<PAGE>
<PAGE>

RECENTLY ISSUED ACCOUNTING STANDARDS

         See Note 2 to the accompanying consolidated financial statements
for a summary of recently issued accounting standards.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information appearing under "Derivative Financial Instruments"
on page 47 is incorporated here by reference.

                                     53

<PAGE>
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL SECTION - TABLE OF CONTENTS



                                                               Page Number
                                                           -------------------


Report of Independent Registered Public Accounting Firm -
   Deloitte & Touche LLP                                           55
Report of Independent Registered Public Accounting Firm -
   KPMG LLP                                                        56
Statement of Consolidated Operations                               57
Statement of Consolidated Comprehensive Loss                       57
Statement of Consolidated Financial Position                       58
Statement of Consolidated Cash Flows                               59
Statement of Consolidated Shareholders' Deficit                    60
Notes to Consolidated Financial Statements                         61



                                     54

<PAGE>
<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Solutia Inc.:


     We have audited the accompanying statements of consolidated financial
position of Solutia Inc. and subsidiaries (Debtor-In-Possession) (the
"Company") as of December 31, 2005 and 2004, and the related statements of
consolidated operations, comprehensive loss, cash flows and shareholders'
deficit for each of the three years in the period ended December 31, 2005.
Our audits also included the financial statement schedule in the Index at
Item 15. These financial statements and the financial statement schedule are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did
not audit the financial statements of Astaris LLC ("Astaris"), the Company's
investment in which is accounted for by use of the equity method. The
Company's share of Astaris' net loss of $115 million for the year ended
December 31, 2003 is included in the accompanying financial statements. The
financial statements of Astaris were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it relates to the
amounts included for such company for the year ended December 31, 2003, is
based solely on the report of such other auditors.

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of
December 31, 2005 and 2004, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2005
in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information
set forth therein.

   As discussed in Note 1 to the consolidated financial statements, the
Company has filed for reorganization under Chapter 11 of the United States
Bankruptcy Code. The accompanying financial statements do not purport to
reflect or provide for the consequences of the bankruptcy proceedings. In
particular, such financial statements do not purport to show (a) as to
assets, their realizable value on a liquidation basis or their availability
to satisfy liabilities; (b) as to pre-petition liabilities, the amounts that
may be allowed for claims or contingencies, or the status and priority
thereof; (c) as to shareholder accounts, the effect of any changes that may
be made in the capitalization of the Company; or (d) as to operations, the
effect of any changes that may be made in its business.

    The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1, the
Company's recurring losses from operations, negative working capital, and
shareholders' deficit raise substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
discussed in Note 1. The financial statements do not include adjustments
that might result from the outcome of this uncertainty.

   As discussed in Note 2 to the consolidated financial statements, the
Company adopted Financial Accounting Standards Board Interpretation No. 47,
Accounting for Conditional Retirement Obligations - an interpretation of
FASB Statement No. 143, and Interpretation No. 46, Consolidation of Variable
Interest Entities, effective December 31, 2005 and January 1, 2003,
respectively.

   We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness of the
Company's internal control over financial reporting as of December 31, 2005,
based on criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO") in Internal Control-Integrated Framework
and our report dated March 13, 2006 expressed an unqualified opinion on
management's assessment of the effectiveness of the Company's internal
control over financial reporting and an unqualified opinion on the
effectiveness of the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP
-------------------------

St. Louis, Missouri
March 13, 2006


                                     55

<PAGE>
<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Managers
Astaris LLC:

We have audited the consolidated statements of operations, changes in
members' equity (deficit), and cash flows for the year ending December 31,
2003 of Astaris LLC (a Delaware limited liability company) and subsidiaries.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards as established by the Auditing Standards Board (United States) and
in accordance with the auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2003 consolidated financial statements referred to above
present fairly, in all material respects, the result of operations and cash
flows of Astaris LLC and subsidiaries for the year ended December 31, 2003,
in conformity with accounting principles generally accepted in the United
States of America.


/s/ KPMG LLP

St. Louis Missouri
January 30, 2004

                                     56

<PAGE>
<PAGE>

<TABLE>
                                                        SOLUTIA INC.
                                                    (DEBTOR-IN-POSSESSION)
                                            STATEMENT OF CONSOLIDATED OPERATIONS
                                 (DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>
                                                                                        YEAR ENDED DECEMBER 31,
                                                                         ---------------------------------------------------
                                                                               2005              2004             2003
                                                                               ----              ----             ----

<S>                                                                           <C>               <C>              <C>
NET SALES.........................................................            $2,825            $2,697           $2,430
Cost of goods sold................................................             2,487             2,474            2,370
                                                                              ------            ------           ------
GROSS PROFIT......................................................               338               223               60
Marketing expenses................................................               142               143              156
Administrative expenses...........................................                98               102              142
Technological expenses............................................                45                44               53
Amortization of intangible assets.................................                 1                 2                3
Impairment of intangible assets...................................                --                28               78
                                                                              ------            ------           ------
OPERATING INCOME (LOSS)...........................................                52               (96)            (372)
Equity earnings (loss) from affiliates............................                96               (26)            (133)
Interest expense (a)..............................................               (84)             (113)            (120)
Other income, net.................................................                10                 1               11
Loss on debt modification.........................................                --               (15)              --
Reorganization items, net.........................................               (49)              (73)              (1)
                                                                              ------            ------           ------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT).................                25              (322)            (615)
Income tax expense (benefit)......................................                14                (6)             365
                                                                              ------            ------           ------
INCOME (LOSS) FROM CONTINUING OPERATIONS..........................                11              (316)            (980)
Loss from Discontinued Operations, net of tax.....................                --                --               (2)
                                                                              ------            ------           ------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE.............................................                11              (316)            (982)
Cumulative Effect of Change in Accounting Principle, net of tax.                  (3)               --               (5)
                                                                              ------            ------           ------
NET INCOME (LOSS).................................................            $    8            $ (316)          $ (987)
                                                                              ======            ======           ======

BASIC AND DILUTED INCOME (LOSS) PER SHARE:
Income (Loss) from Continuing Operations..........................            $ 0.11            $(3.02)          $(9.37)
Net Income (Loss).................................................            $ 0.08            $(3.02)          $(9.44)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING.............             104.5             104.5            104.6

<FN>
(a) Interest expense excludes unrecorded contractual interest expense of $32
in 2005 and 2004, and $1 in 2003.


<CAPTION>
                                      STATEMENT OF CONSOLIDATED COMPREHENSIVE LOSS
                                                 (DOLLARS IN MILLIONS)

                                                                                        YEAR ENDED DECEMBER 31,
                                                                         ----------------------------------------------------
                                                                               2005              2004             2003
                                                                               ----              ----             ----
<S>                                                                           <C>               <C>              <C>
NET INCOME (LOSS)..................................................           $    8            $ (316)          $ (987)
OTHER COMPREHENSIVE LOSS:
Currency translation adjustments...................................              (11)               15               55
Net unrealized loss on derivative instruments......................               (1)               --               --
Minimum pension liability adjustments, net of tax of $(2) in 2005,
 $3 in 2004, and $(70) in 2003.....................................               (6)              (18)              19
                                                                              ------            ------           ------
COMPREHENSIVE LOSS.................................................           $  (10)           $ (319)          $ (913)
                                                                              ======            ======           ======

See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                     57

<PAGE>
<PAGE>

<TABLE>
                                                     SOLUTIA INC.
                                                (DEBTOR-IN-POSSESSION)
                                     STATEMENT OF CONSOLIDATED FINANCIAL POSITION
                                    (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
                                                                                            AS OF DECEMBER 31,
                                                                                  ----------------------------------------
                                                                                          2005                 2004
                                                                                          ----                 ----
<S>                                                                                     <C>                  <C>
                                     ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................................              $   107              $   115
Trade receivables, net of allowances of $7 in 2005 and $11 in 2004........                  253                  286
Miscellaneous receivables ................................................                   96                   93
Inventories...............................................................                  267                  239
Prepaid expenses and other assets.........................................                   35                   45
                                                                                        -------              -------
TOTAL CURRENT ASSETS......................................................                  758                  778
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of
  $2,548 in 2005 and $2,511 in 2004.......................................                  804                  841
INVESTMENTS IN AFFILIATES.................................................                  205                  177
GOODWILL..................................................................                   76                   76
IDENTIFIED INTANGIBLE ASSETS, net ........................................                   35                   38
OTHER ASSETS..............................................................                  106                  166
                                                                                        -------              -------
TOTAL ASSETS..............................................................              $ 1,984              $ 2,076
                                                                                        =======              =======

                     LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable .........................................................              $   222              $   198
Accrued liabilities ......................................................                  240                  283
Short-term debt ..........................................................                  300                  300
                                                                                        -------              -------
TOTAL CURRENT LIABILITIES ................................................                  762                  781
LONG-TERM DEBT ...........................................................                  247                  285
OTHER LIABILITIES ........................................................                  253                  267
                                                                                        -------              -------
TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE...............................                1,262                1,333

LIABILITIES SUBJECT TO COMPROMISE ........................................                2,176                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......................................                  (93)                 (75)
Accumulated deficit.......................................................               (1,054)              (1,062)
                                                                                        -------              -------
TOTAL SHAREHOLDERS' DEFICIT...............................................               (1,454)              (1,444)
                                                                                        -------              -------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT...............................              $ 1,984              $ 2,076
                                                                                        =======              =======

See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                     58

<PAGE>
<PAGE>

<TABLE>
                                                       SOLUTIA INC.
                                                  (DEBTOR-IN-POSSESSION)
                                          STATEMENT OF CONSOLIDATED CASH FLOWS
                                                  (DOLLARS IN MILLIONS)
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31,
                                                                             ----------------------------------------------
                                                                                  2005            2004            2003
                                                                                  ----            ----            ----
<S>                                                                              <C>             <C>             <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income (loss)......................................................          $   8           $(316)          $(987)
Adjustments to reconcile to Cash From Operations:
         Cumulative effect of change in accounting principle,
           net of tax..................................................              3              --               5
         Loss from discontinued operations, net of tax.................             --              --               2
         Depreciation and amortization.................................            117             127             137
         Amortization of deferred credits..............................             (9)            (33)            (17)
         Deferred income taxes.........................................              8              (9)            343
         Equity (earnings) loss from affiliates, net...................            (46)             26             133
         Gain on sale of Astaris assets................................            (50)             --              --
         Settlement of Anniston litigation and other litigation matters             --              --              99
         Impairment of intangible assets ..............................             --              28              78
         Restructuring expenses and other charges .....................             15             113             167
         Other, net....................................................             (3)              4              15
         Changes in assets and liabilities:
                   Income taxes payable................................            (16)             (7)             13
                   Trade receivables...................................             33              (5)            (11)
                   Inventories.........................................            (28)              1              22
                   Accounts payable....................................             19             120             (30)
                   Liabilities subject to compromise ..................            (11)            (34)              2
                   Other assets and liabilities........................            (64)             26               4
                                                                                 -----           -----           -----
CASH PROVIDED BY (USED IN) OPERATIONS--CONTINUING OPERATIONS...........            (24)             41             (25)
CASH USED IN OPERATIONS--DISCONTINUED OPERATIONS.......................             --              --             (11)
                                                                                 -----           -----           -----
CASH PROVIDED BY (USED IN) OPERATIONS..................................            (24)             41             (36)
                                                                                 -----           -----           -----

INVESTING ACTIVITIES:
Property, plant and equipment purchases................................            (81)            (61)            (78)
Acquisition and investment payments, net of cash acquired..............             --             (36)            (63)
Investment proceeds and property disposals, net........................             81              --               5
                                                                                 -----           -----           -----
CASH USED IN INVESTING ACTIVITIES--CONTINUING OPERATIONS...............             --             (97)           (136)
CASH PROVIDED BY INVESTING ACTIVITIES--DISCONTINUED OPERATIONS.........             --              --             474
                                                                                 -----           -----           -----
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES........................             --             (97)            338
                                                                                 -----           -----           -----

FINANCING ACTIVITIES:
Net change in short-term debt obligations..............................             --            (361)              3
Proceeds from issuance of long-term debt obligations...................             --             300              --
Net change in cash collateralized letters of credit....................             17              87            (121)
Deferred debt issuance costs...........................................             (1)            (14)            (31)
Other, net.............................................................             --              --              (6)
                                                                                 -----           -----           -----
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES--CONTINUING OPERATIONS.             16              12            (155)
CASH USED IN FINANCING ACTIVITIES--DISCONTINUED OPERATIONS.............             --              --              (5)
                                                                                 -----           -----           -----
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES........................             16              12            (160)
                                                                                 -----           -----           -----

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................             (8)            (44)            142

CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR......................................................            115             159              17
                                                                                 -----           -----           -----
END OF YEAR............................................................          $ 107           $ 115           $ 159
                                                                                 =====           =====           =====

See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                     59

<PAGE>
<PAGE>

<TABLE>
                                                      SOLUTIA INC.
                                                 (DEBTOR-IN-POSSESSION)
                                    STATEMENT OF CONSOLIDATED SHAREHOLDERS' DEFICIT
                                                  (DOLLARS IN MILLIONS)
<CAPTION>

                                                                                    YEAR ENDED DECEMBER 31,
                                                                         ----------------------------------------------
                                                                              2005           2004            2003
                                                                         ----------------------------------------------
<S>                                                                        <C>             <C>            <C>
COMMON STOCK:
BALANCE, JANUARY 1                                                         $     1         $     1        $     1
                                                                           -------         -------        -------
BALANCE, DECEMBER 31                                                       $     1         $     1        $     1
                                                                           -------         -------        -------

ADDITIONAL CONTRIBUTED CAPITAL:
BALANCE, JANUARY 1                                                         $    56         $    56        $    19
    Issuance of 10,000,000 warrants in 2003                                     --              --             37
                                                                           -------         -------        -------
BALANCE, DECEMBER 31                                                       $    56         $    56        $    56
                                                                           -------         -------        -------

NET DEFICIENCY OF ASSETS AT SPINOFF:
BALANCE, JANUARY 1                                                         $  (113)        $  (113)       $  (113)
                                                                           -------         -------        -------
BALANCE, DECEMBER 31                                                       $  (113)        $  (113)       $  (113)
                                                                           -------         -------        -------

TREASURY STOCK:
BALANCE, JANUARY 1                                                         $  (251)        $  (251)       $  (251)
    Shares purchased under employee stock plans - (0 shares in 2005,
      (102,340) shares in 2004, and (179,366) shares in 2003)                   --              --             --
                                                                           -------         -------        -------
BALANCE, DECEMBER 31                                                       $  (251)        $  (251)       $  (251)
                                                                           -------         -------        -------

ACCUMULATED OTHER COMPREHENSIVE LOSS:
     ACCUMULATED CURRENCY ADJUSTMENT:
     BALANCE, JANUARY 1                                                    $    51         $    36        $   (19)
     Accumulated currency adjustments                                          (11)             15             55
                                                                           -------         -------        -------
     BALANCE, DECEMBER 31                                                  $    40         $    51        $    36
                                                                           -------         -------        -------
     MINIMUM PENSION LIABILITY:
     BALANCE, JANUARY 1                                                    $  (126)        $  (108)       $  (127)
     Minimum pension liability adjustments                                      (6)            (18)            19
                                                                           -------         -------        -------
     BALANCE, DECEMBER 31                                                  $  (132)        $  (126)       $  (108)
                                                                           -------         -------        -------
     DERIVATIVE INSTRUMENTS:
     BALANCE, JANUARY 1                                                    $    --         $    --        $    --
     Net unrealized losses on derivative instruments                            (1)             --             --
                                                                           -------         -------        -------
     BALANCE, DECEMBER 31                                                  $    (1)        $    --        $    --
                                                                           -------         -------        -------
BALANCE, DECEMBER 31                                                       $   (93)        $   (75)       $   (72)
                                                                           -------         -------        -------

(ACCUMULATED DEFICIT) REINVESTED EARNINGS:
BALANCE, JANUARY 1                                                         $(1,062)        $  (746)       $   241
    Net income (loss)                                                            8            (316)          (987)
                                                                           -------         -------        -------
BALANCE, DECEMBER 31                                                       $(1,054)        $(1,062)       $  (746)
                                                                           -------         -------        -------

TOTAL SHAREHOLDERS' DEFICIT                                                $(1,454)        $(1,444)       $(1,125)
                                                                           -------         -------        -------


See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                     60

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


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; specialties 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
(the "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 "Chapter 11 Cases"). 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, 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.

         On January 16, 2004, pursuant to authorization from the bankruptcy
court, Solutia entered into a $525 DIP credit facility. This DIP facility
consists of (i) a $50 multiple draw term loan; (ii) a $300 single draw term
loan, which was drawn in full on the effective date of the facility; and
(iii) a $175 borrowing-based revolving credit facility, which includes a
$150 letter of credit subfacility. The DIP credit facility was subsequently
amended on March 1, 2004 and July 20, 2004. A third amendment was entered
into on June 1, 2005, with bankruptcy court approval. The third amendment
reduced 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, extended the maturity date
of the current facility to June 19, 2006 from the previous December 19, 2005
maturity date, and made other minor modifications. For additional
information regarding the DIP financing, see Note 15. Further, Solutia is
currently in the process of amending its DIP facility, as described in
Note 24.

         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 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


                                     61

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


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 case will be entitled to distributions.
Solutia has not yet 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 Retiree Settlement
Agreement, entered into among Solutia, the official committee of unsecured
creditors and official committee of retirees appointed in the Chapter 11
Cases, 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 Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 Cases (the "Unsecured Creditors'
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 and the approval
of other constituencies 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 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 May 1, 2006 at 11:00 a.m. (prevailing Eastern
Time), or as soon thereafter as the Debtors may be heard.

         If confirmed, the Plan will provide Solutia with significant relief
from the Legacy Liabilities it 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.

         Under the Plan, Solutia would emerge from bankruptcy as an independent
publicly held company ("reorganized Solutia"). The Plan provides for $250 of
new investment in a 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 the
reorganized company. Monsanto will backstop the rights offering, meaning it
will commit to purchase up to the entire $250 of stock, making up for any
amount of the rights offering left unsubscribed by the unsecured creditors.

         Of this $250 new investment, $175 will 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 will be used to fund Solutia's environmental
remediation commitments in Anniston, Alabama and Sauget, Illinois, as
described below. The remaining $25 will be available for Solutia to pay any
of the Legacy Liabilities that it is retaining.

         Under the Plan and Relationship Agreement, as between Monsanto and
Solutia, Monsanto will be responsible for all current and future tort
litigation costs arising from Pharmacia's chemical business prior to the
Solutia Spinoff, including

                                     62

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


litigation arising from exposure to PCBs and other chemicals. In addition,
Monsanto will 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. This includes 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 will share financial responsibility with
Solutia for off-site remediation costs in Anniston, Alabama and Sauget,
Illinois. Under this cost-sharing mechanism, the first $50 will be paid from
the proceeds of the rights offering (as described above), Monsanto would pay
the next $50 (less amounts it has paid for remediation at these sites during
the Chapter 11 Cases, which totaled over $30 as of January 31, 2006),
Solutia would be responsible for the next $325 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 in any calendar year, up to $25 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 polychlorinated biphenyls ("PCBs") settlement and
education fund obligations relating to the Anniston Partial Consent Decree
(as described in Note 21).

         The Plan incorporates the terms of the Retiree Settlement
Agreement, which was negotiated with the Official 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 from the rights offering that will
be set aside into 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
their company-provided medical benefits, although the cost to retirees for
such benefits will increase. Most retirees will retain their
company-provided life insurance benefits, although some will experience a
modification in the benefit provided. The settlement 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 effective January 1, 2007, 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 will receive an unsecured claim for $35 in Solutia's
bankruptcy case. The common stock in the reorganized Solutia received on
account of this claim would be deposited in the VEBA Trust and used to pay
Retiree Welfare Benefits. This would be in addition to the $175 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.

         The Plan also provides for the assumption and extension of the
terms of certain commercial and operating agreements between Solutia and
Monsanto. The Plan seeks a release for Monsanto and Pharmacia from certain
pre-Solutia Spinoff liabilities, including those related to Retiree Welfare
Benefits.

         In the Disclosure Statement, Solutia currently estimates that the
amount of allowed general unsecured claims in its Chapter 11 case will be
approximately $800 to $1,000, the enterprise value of a reorganized Solutia
will be approximately $2,000 to $2,300 and the reorganization equity value
of Solutia will be approximately $700 to $1,100. However, these amounts are
estimates and it is possible that the actual general unsecured claims pool,
enterprise value and equity value of a reorganized Solutia will be outside
of these estimated ranges.

         The Plan contains details regarding how the claims of each class of
creditors and interest holders will be treated. The Plan 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. In consideration for its
contributions under the Plan, resolution of its claim in the Chapter 11
Cases and the settlement of ongoing and potential litigation, among other
things, Monsanto will receive common stock in a reorganized Solutia. If
Monsanto is required to make the full new money investment under the rights
offering, Monsanto's equity interest in reorganized Solutia is expected to
range from approximately 45 percent to 49 percent, depending on the actual
amount of allowed general unsecured claims. The holders of allowed general
unsecured claims would receive the remainder of the common stock in
reorganized Solutia, as described below.

         Based on the mid-point of the equity value of reorganized Solutia
described above, the Plan provides for distributions of common stock in a
reorganized Solutia to holders of allowed unsecured claims in an amount
estimated at between 48 percent and 56 percent of their allowed claims.
However, this is only an estimated range of recoveries. Solutia is

                                     63

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


unable to predict precisely what recovery the Plan will provide to these
holders of unsecured claims or how any potential modifications to the Plan
will impact these recoveries. Therefore, actual recoveries may be materially
different from these estimates. Furthermore, the equity interests received
by holders of allowed unsecured claims will be subject to dilution as a
result of the incentive stock option plan that is expected to be adopted by
Solutia pursuant to the Plan. 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.

         The Plan 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 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 some form
of distribution.

         In order to exit Chapter 11 successfully, Solutia must propose and
obtain confirmation by the bankruptcy court of 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 April 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.

Going Concern
-------------

         Solutia is currently operating under Chapter 11 of the U.S.
Bankruptcy Code and continuation of Solutia as a going concern is contingent
upon, among other things, Solutia's ability to (i) comply with the terms and
conditions of its DIP financing; (ii) obtain confirmation of a plan of
reorganization under the U.S. Bankruptcy Code; (iii) return to
profitability; (iv) generate sufficient cash flow from operations; and (v)
obtain financing sources to meet Solutia's future obligations. These matters
create substantial doubt about Solutia's ability to continue as a going
concern. The 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 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 bankruptcy.

Consolidating Financial Statements
----------------------------------

         Consolidating financial statements for Solutia and subsidiaries in
reorganization and subsidiaries not in reorganization as of December 31,
2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003,
respectively, are presented below. These consolidating financial statements
include investments in subsidiaries carried under the equity method.

                                     64

<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
            CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005

<CAPTION>
                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                 <C>               <C>            <C>           <C>
NET SALES ....................................      $ 2,266           $ 959          $ (400)        $2,825
Cost of goods sold............................        2,106             809            (428)         2,487
                                                 ------------------------------------------------------------
GROSS PROFIT .................................          160             150              28            338

Marketing, administrative and technological
  expenses....................................          217              68              --            285
Amortization of intangible assets.............           --               1              --              1
                                                 ------------------------------------------------------------
OPERATING INCOME (LOSS) ......................          (57)             81              28             52

Equity earnings (loss) from affiliates........          150              (6)            (48)            96
Interest expense..............................          (61)            (23)             --            (84)
Other income, net.............................           26              10             (26)            10
Reorganization items, net.....................          (45)             (4)             --            (49)
                                                 ------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE..............           13              58             (46)            25
Income tax expense............................            4              10              --             14
                                                 ------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE........................            9              48             (46)            11
Cumulative Effect of Change in Accounting
  Principle, net of tax.......................           (1)             (2)             --             (3)
                                                 ------------------------------------------------------------
NET INCOME....................................      $     8           $  46          $  (46)        $    8
                                                 ============================================================



<CAPTION>
            CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                 <C>               <C>            <C>           <C>
NET SALES ....................................      $ 2,181           $ 891          $ (375)        $2,697
Cost of goods sold............................        2,111             758            (395)         2,474
                                                 ------------------------------------------------------------
GROSS PROFIT .................................           70             133              20            223

Marketing, administrative and technological
  expenses....................................          225              65              (1)           289
Amortization of intangible assets.............            1               1              --              2
Impairment of intangible assets...............           --              28              --             28
                                                 ------------------------------------------------------------
OPERATING INCOME (LOSS) ......................         (156)             39              21            (96)

Equity loss from affiliates...................          (34)            (14)             22            (26)
Interest expense..............................          (89)            (24)             --           (113)
Other income (expense), net...................           31              (7)            (23)             1
Loss on debt modification.....................           --             (15)             --            (15)
Reorganization items, net.....................          (73)             --              --            (73)
                                                 ------------------------------------------------------------
LOSS BEFORE INCOME TAX BENEFIT................         (321)            (21)             20           (322)
Income tax benefit............................           (5)             (1)             --             (6)
                                                 ------------------------------------------------------------
NET LOSS......................................      $  (316)          $ (20)         $   20         $ (316)
                                                 ============================================================
</TABLE>

                                     65

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
            CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003

<CAPTION>
                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                <C>                <C>            <C>           <C>
NET SALES.....................................      $ 1,992           $ 769          $ (331)        $2,430
Cost of goods sold............................        2,045             675            (350)         2,370
                                                 ------------------------------------------------------------
GROSS PROFIT..................................          (53)             94              19             60

Marketing, administrative and technological
  expenses....................................          288              65              (2)           351
Amortization of intangible assets.............            1               2              --              3
Impairment of intangible assets...............            3              75              --             78
                                                 ------------------------------------------------------------
OPERATING LOSS................................         (345)            (48)             21           (372)

Equity loss from affiliates...................         (192)             (2)             61           (133)
Interest expense..............................         (102)            (18)             --           (120)
Other income (expense), net...................           37             (10)            (16)            11
Reorganization items, net.....................           (1)             --              --             (1)
                                                 ------------------------------------------------------------
LOSS BEFORE INCOME TAX EXPENSE (BENEFIT)......         (603)            (78)             66           (615)
Income tax expense (benefit)..................          379             (18)              4            365
                                                 ------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS...............         (982)            (60)             62           (980)

Loss from Discontinued Operations, net of tax            --              (2)             --             (2)
                                                 ------------------------------------------------------------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE........................         (982)            (62)             62           (982)

Cumulative Effect of Change in Accounting
  Principle, net of tax.......................           (5)             --              --             (5)
                                                 ------------------------------------------------------------
NET LOSS .....................................      $  (987)          $ (62)         $   62         $ (987)
                                                 ============================================================
</TABLE>


                                     66

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
                        CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2005

<CAPTION>
                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                 <C>               <C>            <C>           <C>
ASSETS
Current assets................................      $   448           $ 383          $  (73)       $   758
Property, plant and equipment, net............          674             130              --            804
Investment in subsidiaries and affiliates.....          387             213            (395)           205
Goodwill and identified intangible assets, net          100              11              --            111
Other assets..................................           62              44              --            106
                                                 ------------------------------------------------------------
   TOTAL ASSETS...............................      $ 1,671           $ 781          $ (468)       $ 1,984
                                                 ============================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities...........................      $   749           $ 170          $ (157)       $   762
Long-term debt................................           --             247              --            247
Other liabilities.............................          200              53              --            253
                                                 ------------------------------------------------------------
TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE...          949             470            (157)         1,262

LIABILITIES SUBJECT TO COMPROMISE.............        2,176              --              --          2,176

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)..........       (1,454)            311            (311)        (1,454)
                                                 ------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIT)...................................      $ 1,671           $ 781          $ (468)       $ 1,984
                                                 ============================================================



<CAPTION>
                       CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2004

                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                 <C>               <C>            <C>           <C>
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
                                                 ============================================================
</TABLE>

                                     67




<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2005

<CAPTION>
                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                  <C>              <C>            <C>            <C>
NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES................................         $ (87)           $  63          $  --          $ (24)
NET CASH USED IN INVESTING ACTIVITIES.......            20              (20)            --             --
NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES................................            35              (19)            --             16
                                                 ------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...............................           (32)              24             --             (8)

CASH AND CASH EQUIVALENTS:
    Beginning of year.......................            50               65             --            115
                                                 ------------------------------------------------------------
    End of year.............................         $  18            $  89          $  --          $ 107
                                                 ============================================================


<CAPTION>
            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2004

                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                  <C>              <C>            <C>            <C>
NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES................................         $ (17)           $  58          $  --          $  41
NET CASH USED IN INVESTING ACTIVITIES.......           (73)             (24)            --            (97)
NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES................................            15               (3)            --             12
                                                 ------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...............................           (75)              31             --            (44)

CASH AND CASH EQUIVALENTS:
    Beginning of year.......................           125               34             --            159
                                                 ------------------------------------------------------------
    End of year.............................         $  50            $  65          $  --          $ 115
                                                 ============================================================


<CAPTION>
            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2003

                                                  Solutia and     Subsidiaries                   Solutia and
                                                Subsidiaries in      not in                      Subsidiaries
                                                Reorganization   Reorganization   Eliminations   Consolidated
                                                ---------------  --------------   ------------   ------------
<S>                                                  <C>              <C>            <C>            <C>
NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES................................         $ (99)           $  63          $  --          $ (36)
NET CASH PROVIDED BY INVESTING ACTIVITIES...            48              290             --            338
NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES................................           176             (336)            --           (160)
                                                 ------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS...           125               17             --            142

CASH AND CASH EQUIVALENTS:
    Beginning of year.......................            --               17             --             17
                                                 ------------------------------------------------------------
    End of year.............................         $ 125            $  34          $  --          $ 159
                                                 ============================================================
</TABLE>


2. SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation

         The 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. However, as a result of the Chapter 11 bankruptcy proceedings,
such realization of assets and satisfaction of liabilities are subject to a
significant number of uncertainties that have not been reflected in the
consolidated financial statements.


                                     68

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Basis of Consolidation

         The consolidated financial statements include the accounts of
Solutia and its majority-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation. Companies
in which Solutia has a significant interest but not a controlling interest
are accounted for under the equity method of accounting and included in
Investments in Affiliates in the Statement of Consolidated Financial
Position. Solutia's proportionate share of these companies' net earnings or
losses is reflected in Equity Earnings (Loss) from Affiliates in the
Statement of Consolidated Operations. In accordance with Financial
Accounting Standards Board ("FASB") Interpretation No. 46, Consolidation of
Variable Interest Entities, as amended, variable interest entities in which
Solutia is the primary beneficiary are consolidated within the consolidated
financial statements.

Use of Estimates

         The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and that
affect revenues and expenses during the period reported. Estimates are
adjusted when necessary to reflect actual experience. Significant estimates
were used to account for restructuring reserves, environmental reserves,
self-insurance reserves, employee benefit plans, intangible assets, income
taxes, asset impairments and contingencies. Actual results, particularly
with respect to those matters affected by the Chapter 11 bankruptcy
proceedings, could materially differ from those estimates.

Cash and Cash Equivalents

         Cash and cash equivalents consist of cash and temporary investments
with maturities of three months or less when purchased.

Inventory Valuation

         Inventories are stated at cost or market, whichever is less. Actual
cost is used to value raw materials and supplies. Standard cost, which
approximates actual cost, is used to value finished goods and goods in
process. Standard cost includes direct labor and raw materials, and
manufacturing overhead based on practical capacity. The cost of certain
inventories (73 percent as of December 31, 2005, and 67 percent as of
December 31, 2004) is determined by the last-in, first-out ("LIFO") method,
which generally reflects the effects of inflation or deflation on cost of
goods sold sooner than other inventory cost methods. The cost of other
inventories generally is determined by the first-in, first-out ("FIFO")
method.

Property, Plant and Equipment

         Property, plant and equipment are recorded at cost. The cost of
plant and equipment is depreciated over 5 to 35 years for buildings and
improvements and 3 to 15 years for machinery and equipment, by the
straight-line method. Periodically, Solutia conducts a complete shutdown of
certain manufacturing units ("turnaround") to perform necessary inspections,
repairs and maintenance. Costs associated with significant turnarounds,
which include estimated costs for material, labor, supplies and contractor
assistance, are accrued ratably during the period between each planned
activity, which generally occur every 2 to 3 years.

Intangible Assets

         Intangible assets that have finite useful lives are amortized on a
straight-line basis over their useful lives, generally periods ranging from
5 to 20 years. Goodwill and indefinite-lived intangible assets are assessed
annually for impairment in the fourth quarter.

Impairment of Long-Lived Assets

         Impairment tests of long-lived assets are made when conditions
indicate a possible loss. Impairment tests are based on a comparison of
undiscounted cash flows to the recorded value of the asset. If an impairment
is indicated, the asset value


                                     69

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


is written down to its fair value based upon market prices or, if not
available, upon discounted cash value, at an appropriate discount rate.

Environmental Remediation

         Costs for remediation of waste disposal sites are accrued in the
accounting period in which the obligation is probable and when the cost is
reasonably estimable. Environmental liabilities are not discounted, and they
have not been reduced for any claims for recoveries from third parties. In
those cases where third-party indemnitors have agreed to pay any amounts and
management believes that collection of such amounts is probable, the amounts
are reflected as receivables in the consolidated financial statements.

Self-Insurance and Insurance Recoveries

         Solutia maintains self-insurance reserves to reflect its estimate
of uninsured losses. Self-insured losses are accrued based upon estimates of
the aggregate liability for claims incurred using certain actuarial
assumptions followed in the insurance industry, Solutia's historical
experience and certain case specific reserves as required, including
estimated legal costs. The maximum extent of the self-insurance provided by
Solutia is dependent upon a number of factors including the facts and
circumstances of individual cases and the terms and conditions of the
commercial policies. Solutia has purchased commercial insurance in order to
reduce its exposure to workers' compensation, product, general, automobile
and property liability claims. Policies for periods prior to the spinoff are
shared with Pharmacia. This insurance has varying policy limits and
deductibles.

         Insurance recoveries are estimated in consideration of expected
losses, coverage limits and policy deductibles. When recovery from an
insurance policy is considered probable, a receivable is recorded.

Revenue Recognition

         Solutia's primary revenue-earning activities involve producing and
delivering goods. Revenues are considered to be earned when Solutia has
completed the process by which it is entitled to such revenues. The
following criteria are used for revenue recognition: persuasive evidence
that an arrangement exists, delivery has occurred, selling price is fixed or
determinable and collection is reasonably assured. In the case of the
Pharmaceutical Services business, revenues are primarily recorded as
services are rendered.

Allowance for Doubtful Accounts

         The provisions for losses on uncollectible trade receivables are
determined primarily on the basis of past collection experience applied to
ongoing evaluations of Solutia's receivables and evaluations of the risks of
uncollectibility.

Distribution Costs

         Solutia includes inbound freight charges, purchasing and receiving
costs, inspection costs, warehousing costs, internal transfer costs and the
other costs of its distribution network in Cost of Goods Sold in the
Statement of Consolidated Operations.

Shipping and Handling Costs

         Amounts billed for shipping and handling are included in Net Sales
and the costs incurred for these activities are included in Cost of Goods
Sold in the Statement of Consolidated Operations.

Derivative Financial Instruments

         In accordance with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, all derivatives, whether
designated for hedging relationships or not, are recognized in the Statement
of Consolidated Financial Position at their fair value.


                                     70

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         Currency forward and option contracts are used to manage currency
exposures for financial instruments denominated in currencies other than the
entity's functional currency. Solutia has chosen not to designate these
instruments as hedges and to allow the gains and losses that arise from
marking the contracts to market to be included in Other Income,
net in the Statement of Consolidated Operations.

         Natural gas forward and option contracts are used to manage some of
the exposure for the cost of natural gas. These market instruments are
designated as cash flow hedges. The mark-to-market gain or loss on
qualifying hedges is included in Accumulated Other Comprehensive Loss in the
Statement of Consolidated Financial Position to the extent effective, and
reclassified into Cost of Goods Sold in the Statement of Consolidated
Operations in the period during which the hedged transaction affects
earnings. The mark-to-market gains or losses on ineffective portions of
hedges are recognized in Cost of Goods Sold immediately.

Income Taxes

         Solutia accounts for income taxes using the asset and liability
method. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences of temporary differences between
the carrying amounts and tax bases of assets and liabilities at enacted
rates. Solutia determines the appropriateness of valuation allowances in
accordance with the "more likely than not" recognition criteria outlined in
SFAS No. 109, Accounting for Income Taxes.

Currency Translation

         The local currency has been used as the functional currency for
nearly all worldwide locations. The financial statements for most of
Solutia's ex-U.S. operations are translated into U.S. dollars at current or
average exchange rates. Unrealized currency translation adjustments in the
Statement of Consolidated Financial Position are accumulated as a component
of Shareholders' Deficit.

Earnings (Loss) per Share

         Basic earnings (loss) per share is a measure of operating
performance that assumes no dilution from securities or contracts to issue
common stock. Diluted earnings (loss) per share is a measure of operating
performance by giving effect to the dilution that would occur if securities
or contracts to issue common stock were exercised or converted.

Stock Option Plans

         Effective January 1, 2003, Solutia adopted SFAS No. 148, Accounting
for Stock-Based Compensation--Transition and Disclosure, which allowed
Solutia to continue following the guidance of Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees ("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 Statement of Consolidated Operations, as all
options granted under the plans had an exercise price equal to the market
value of Solutia's stock on the date of the grant. The following table
illustrates the effect on net income (loss) and earnings (loss) per share if
the fair value based method had been applied to all outstanding and unvested
awards in each year ended December 31 as follows:

<TABLE>
<CAPTION>
                                                                       2005          2004            2003
                                                                       ----          ----            ----
<S>                                                                   <C>           <C>             <C>
NET INCOME (LOSS):
   As reported .............................................          $   8         $ (316)         $ (987)
   Deduct: Total stock-based employee compensation expense
     determined using the Black-Scholes option-pricing
     model for all awards, net of tax ......................             --             (3)             (5)
                                                                      -----         ------          ------
   Pro forma ...............................................          $   8         $ (319)         $ (992)
                                                                      =====         ======          ======
INCOME (LOSS) PER SHARE:
   Basic and Diluted--as reported ..........................          $0.08         $(3.02)         $(9.44)
   Basic and Diluted--pro forma ............................          $0.08         $(3.05)         $(9.48)
</TABLE>


                                     71

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         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 result in
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.

Recently Issued Accounting Standards

         In May 2005, the FASB issued SFAS No. 154, Accounting Changes and
Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement
No. 3 ("SFAS No. 154"). SFAS No. 154 changes the requirements for the
accounting and reporting of a change in accounting principle. SFAS No. 154
applies to all voluntary changes in accounting principle as well as changes
required by an accounting pronouncement that do not otherwise include
specific transition provisions. Previously, most changes in accounting
principle were required to be recognized by including in net income of the
period in which the change occurs the cumulative effect of changing to the
new accounting principle. SFAS No. 154 requires retrospective application to
prior periods' financial statements of a change in accounting principle as
if that principle had always been used. SFAS No. 154 will be effective for
fiscal years beginning after December 15, 2005. The impact of the adoption
of SFAS No. 154 will depend upon the nature of accounting changes Solutia
may initiate in future periods, if any.

         In March 2005, the FASB issued Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations - an interpretation of FASB
Statement No. 143 ("FIN 47"). FIN 47 clarifies that the term "conditional
asset retirement obligation" as used in Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations ("SFAS No.
143"), refers to a legal obligation to perform an asset retirement activity
in which the timing and (or) method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even
though uncertainty exists about the timing and (or) method of settlement,
including those that may be conditional on a future event. Accordingly, an
entity is required to recognize a liability for the fair value of a
conditional asset retirement obligation if the fair value of the liability
can be reasonably estimated. Uncertainty about the timing and (or) method of
settlement should be factored into the measurement of the liability when
sufficient information exists. FIN 47 also clarifies when sufficient
information to reasonably estimate the fair value of an asset retirement
obligation is considered available. Solutia has completed its evaluation
process of the requirements of FIN 47 as of December 31, 2005 and, as a
result, certain conditional asset retirement obligations were identified.
Solutia recognized the cumulative effect of the initial application of FIN
47 as a change in accounting principle. See Note 13 for additional
information with respect to the impact of adoption of FIN 47 on the
consolidated financial statements.

         In December 2004, the FASB issued SFAS No. 123 (revised 2004),
Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R replaced SFAS No. 123,
Accounting for Stock-Based Compensation ("SFAS No. 123"), and superseded APB
No. 25. Statement 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 No. 25. Historically Solutia has elected to
follow the guidance of APB No. 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 No. 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. The implementation of this
standard will be effective for Solutia on January 1, 2006, and will be
adopted using the modified prospective method. 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 the above Stock
Option Plans accounting policy and is contingent upon the number of future
options granted and the selection between acceptable valuation methodologies
for valuing options.

         In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an
Amendment of ARB No. 43, Chapter 4 ("SFAS No. 151"). SFAS No. 151 amends the
guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify that
abnormal amounts of idle facility expense, freight, handling costs, and
wasted materials (spoilage) should be recognized as current-period charges
and requires the allocation of fixed production overheads to inventory based
on the normal capacity of the production facilities. This guidance is
effective for Solutia for inventory costs incurred beginning January 1,
2006.


                                     72

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Solutia does not believe adoption of this amendment will have a material
impact on Solutia's overall results of operations or financial position in
2006.

Reclassifications

         Certain reclassifications to prior years' financial information
have been made to conform to the 2005 presentation.

3. 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 debtor-in-possession. These estimated claims are
reflected in the December 31, 2005 and 2004 Statement of Consolidated
Financial Position as Liabilities Subject to Compromise and are summarized
in the table below. Such claims remain subject to future adjustments.
Adjustments may result from actions of the bankruptcy court, negotiations,
rejection or acceptance of executory contracts, determination of value of
any collateral securing claims, 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 December 31, 2005 and 2004, as
applicable.

         The amounts subject to compromise consisted of the following items:

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                                   ------------
                                                                               2005            2004
                                                                               ----            ----
<S>                                                                           <C>             <C>
      Postretirement benefits (a)...............................              $1,098          $1,090
      Litigation reserves (b)...................................                 136             141
      Accounts payable (c)......................................                 118             130
      Environmental reserves (d)................................                  82              82
      Other miscellaneous liabilities...........................                  74              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...................              $2,176          $2,187
                                                                              ======          ======

<FN>
(a) Postretirement benefits include Solutia's domestic (i) qualified
    pension plan of $501 and $445 as of December 31, 2005 and December
    31, 2004, respectively; (ii) non-qualified pension plan of $19 and
    $18 as of December 31, 2005 and December 31, 2004, respectively;
    and (iii) other postretirement benefits of $578 and $627 as of
    December 31, 2005 and December 31, 2004, respectively. Pursuant to
    a bankruptcy court order, Solutia made payments with respect to
    other postretirement obligations of approximately $85 and $87 in
    2005 and 2004, respectively.
(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


                                     73

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


    classified as subject to compromise as of December 31, 2005 and 2004.
    Pursuant to a bankruptcy court order, Solutia made annual scheduled
    payments of $5 in both 2005 and 2004 with respect to the Anniston
    litigation settlement reached in 2003.
(c) Pursuant to bankruptcy court orders, Solutia settled certain
    accounts payable liabilities subject to compromise in 2005 and
    2004.
(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 21 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 was approximately $32 in both 2005
    and 2004.
(f) Pursuant to a bankruptcy court order, Solutia is required to
    continue payments of the contractual interest for the 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
    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 $25 in both years ended
    December 31, 2005 and 2004, and the accrued interest related to
    these notes was included in Accrued Liabilities classified as not
    subject to compromise as of December 31, 2005 and 2004.
(g) Represents the debt obligation included with 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.
</TABLE>

         Reorganization Items, net

         Reorganization items, net are presented separately in the Statement
of Consolidated 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:
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31,
                                                                                      -----------------------
                                                                              2005              2004             2003
                                                                              ----              ----             ----
<S>                                                                           <C>               <C>              <C>
Professional fees (a).............................................            $ 49              $ 46             $  1
Contract rejection and termination costs (b)......................              --                20               --
Severance and employee retention costs (c)........................              12                 9               --
Adjustments to allowed claim amounts (d) .........................              10                --               --
Settlement of pre-petition claims (e).............................             (31)               (2)              --
Other.............................................................               9                --               --
                                                                              ----              ----             ----
TOTAL REORGANIZATION ITEMS, NET...................................            $ 49              $ 73             $  1
                                                                              ====              ====             ====

<FN>
(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.
</TABLE>



                                     74

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


4.  ACQUISITIONS AND DIVESTITURES

         Astaris LLC ("Astaris"), a 50/50 joint venture with FMC Corporation
("FMC"), divested substantially all of its operating assets in the fourth
quarter 2005. Under the terms of the agreement, Israel Chemicals Limited
("ICL") purchased substantially all of the operating assets of Astaris for
$255, subject to certain purchase price adjustments. As a result of this
divestiture of assets, Solutia realized a $50 net gain on sale recorded in
Equity Earnings (Loss) from Affiliates in the Statement of Consolidated
Operations. In addition, certain of the assets and liabilities of Astaris
that were not included in the sale to ICL were transferred to Solutia and
FMC. Generally, these assets and liabilities consisted of property
originally contributed to the joint venture by Solutia and FMC, as well as
associated liabilities.

         In December 2004, Solutia sold the assets of Axio Research
Corporation ("Axio") for less than $1, resulting in a loss on sale of $1.

Discontinued Operations

         On December 2, 2002, Solutia signed a definitive agreement to sell
its resins, additives and adhesives businesses to UCB S.A. for $500 in cash,
plus an upfront payment of $10 for a period of exclusivity. On January 31,
2003, the sale was completed resulting in a pre-tax gain of $24. The
operating results of the resins, additives and adhesives businesses were
reported separately as discontinued operations in the consolidated financial
statements in 2003. In addition, interest expense of $24 in 2003 associated
with debt that was repaid with the sales proceeds was allocated to
discontinued operations. The operating results for 2003 include results of
operations for the month of January 2003. Net sales and loss from
discontinued operations for the year ended December 31, 2003 are as follows:

Net sales...................................................     $ 53

Income before income tax expense............................        7
Income tax expense..........................................       (9)
                                                                 ----
Loss from Discontinued Operations...........................     $ (2)
                                                                 ====


5.  INCOME (LOSS) PER SHARE

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED DECEMBER 31,
                                                                                        -----------------------
                                                                                2005             2004             2003
                                                                                ----             ----             ----
<S>                                                                            <C>              <C>              <C>
Income (Loss) from Continuing Operations..................................     $   11           $ (316)          $ (980)
Loss from Discontinued Operations, net of tax.............................         --               --               (2)
                                                                               ------           ------           ------
Income (Loss) Before Cumulative Effect of Change in Accounting
  Principle...............................................................         11             (316)            (982)
Cumulative Effect of Change in Accounting Principle, net of tax...........         (3)              --               (5)
                                                                               ------           ------           ------
Net Income (Loss).........................................................     $    8           $ (316)          $ (987)
                                                                               ======           ======           ======
Basic and Diluted Income (Loss) per Share:
Income (Loss) from Continuing Operations..................................     $ 0.11           $(3.02)          $(9.37)
Loss from Discontinued Operations, net of tax.............................         --               --            (0.02)
                                                                               ------           ------           ------

Income (Loss) Before Cumulative Effect of Change in Accounting
  Principle...............................................................       0.11            (3.02)           (9.39)
Cumulative Effect of Change in Accounting Principle, net of tax...........      (0.03)              --            (0.05)
                                                                               ------           ------           ------
Basic and Diluted Income (Loss) per Share.................................     $ 0.08           $(3.02)          $(9.44)
                                                                               ------           ------           ------

Basic and Diluted Weighted Average Shares Outstanding
  (in millions)...........................................................      104.5            104.5            104.6
                                                                               ------           ------           ------
</TABLE>

         At December 31, 2003, 0.1 million common share equivalents were
excluded because the effect would be antidilutive.



                                     75

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


6.  RESTRUCTURING RESERVES

         During 2005 Solutia recorded restructuring charges of $13 in
Reorganization Items, net involving the shut-down of its acrylic fiber
operations at its plant in Decatur, Alabama and the shut-down of its nylon
industrial fiber manufacturing unit at its plant in Pensacola, Florida. This
$13 of net charges from the closure of these businesses included $12 of
asset write-downs, $7 of decontamination and dismantling costs and $4 of
severance and retraining costs, partially offset by a $7 gain from the
reversal of the LIFO reserve associated with the inventory sold and/or
written off as part of the business shut-down and a $3 gain from the sale of
certain acrylic fibers assets. In addition, Solutia recorded $5 of severance
and retraining costs in 2005 with $3 recorded in Reorganization Items, net
and $2 in Cost of Goods Sold involving headcount reductions within the
Integrated Nylon and Performance Products and Services segments, as well as
the corporate function. Cash outlays associated with the restructuring
actions were funded from operations.

         During 2004 Solutia recorded restructuring charges of $18 to Cost
of Goods Sold principally related to the closure of Solutia's chlorobenzenes
operations as well as certain other non-strategic operations, including $10
for decommissioning and dismantling costs; $3 of severance and retraining
costs; $2 related to operating leases where the underlying services and
properties are no longer providing benefit; and $3 of various other
restructuring charges. In addition, Solutia recorded a reduction of $1 to
Cost of Goods Sold for the favorable settlement of reserves established in
2003 related to the closure of non-strategic facilities in Solutia's
Pharmaceutical Services business. These restructuring charges were recorded
in the Performance Products and Services segment and resulted principally
from Solutia's continued strategic evaluation of its businesses. In
addition, Solutia recorded $4 of severance and retraining costs during 2004
in Reorganization Items, net principally related to workforce reduction
initiatives of management positions within the corporate function. Cash
outlays associated with the restructuring actions were funded from
operations.

         The following table summarizes the above noted restructuring
charges, amounts utilized to carry out those plans and amount remaining at
December 31, 2005:

<TABLE>
<CAPTION>
                                       DECOMMISSIONING/   FUTURE LEASE     EMPLOYMENT      ASSET         OTHER
                                         DISMANTLING        PAYMENTS       REDUCTIONS   WRITE-DOWNS      COSTS       TOTAL
                                      --------------------------------------------------------------------------------------

<S>                                         <C>               <C>             <C>           <C>          <C>         <C>
Balance at January 1, 2004                  $ --              $ 14            $ --          $ --         $  3        $ 17
  Charges taken                               10                 2               7            --            3          22
  Amounts utilized                            (5)               (4)             (7)           --           (6)        (22)
                                      --------------------------------------------------------------------------------------
Balance at December 31, 2004                $  5              $ 12            $ --          $ --         $ --        $ 17
  CHARGES TAKEN                                7                --               9            12           --          28
  AMOUNTS UTILIZED                           (10)              (12)             (7)          (12)          --         (41)
                                      --------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2005                $  2              $ --            $  2          $ --         $ --        $  4
                                      ======================================================================================
</TABLE>

         Restructuring reserves of less than $1 and $12 as of December 31,
2005 and 2004, respectively, were included in Liabilities Subject to
Compromise in the Statement of Consolidated Financial Position. See Note 3
for further description of Solutia's Liabilities Subject to Compromise. In
addition, Solutia expects the $4 of restructuring liabilities classified as
not subject to compromise as of December 31, 2005 to be utilized within the
next twelve months. Given the inherent uncertainties associated with the
bankruptcy process, Solutia cannot forecast its level of future spending for
restructuring reserves classified as subject to compromise.

7. IMPAIRMENT OF LONG-LIVED ASSETS

         In 2004 an impairment analysis was completed in accordance with
SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived
Assets, based upon indicators of impairment present within certain asset
groups in Solutia's Pharmaceutical Services business, included in the
Performance Products and Services reportable segment. These indicators
included historical losses and declining estimates of forecasted results
given current economic and market conditions in the pharmaceutical services
industry. The carrying value of the assets was compared to undiscounted
expected cash flows indicating an impairment was present, as the carrying
value of the assets were above the undiscounted cash flow amount.

                                     76

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Therefore, the assets were written down to fair value, as determined by fair
value estimates of the asset group through the use of a discounted cash flow
model. The assumptions used in the cash flow projections approximated the
market conditions experienced in 2004. As a result, in 2004 Solutia recorded
an impairment charge of $12 to Cost of Goods Sold for the write down of
certain fixed assets and a charge of $5 to Impairment of Intangible Assets
for the write down of certain finite-lived intangible assets (as more fully
described in Note 8), both included within the Pharmaceutical Services
business of the Performance Products and Services operating segment.

         In 2003 an impairment analysis was completed in accordance with
SFAS No. 144 based upon indicators of impairment present within certain
asset groups in Solutia's Pharmaceutical Services business. Similar to 2004
above, these indicators included historical losses and declining estimates
of forecasted results given current economic and market conditions in the
pharmaceutical services industry. The carrying value of the assets was
compared to undiscounted expected cash flows indicating an impairment was
present, as the carrying value of the assets were above the undiscounted
cash flow amount. Therefore, the assets were written down to fair value, as
determined by fair value estimates of the asset group through the use of a
discounted cash flow model. The assumptions used in the cash flow
projections approximated the market conditions experienced in 2003. As a
result, Solutia recorded an impairment charge of $18 to Cost of Goods Sold
for the write down of certain fixed assets and a charge of $14 to Impairment
of Intangible Assets for the write down of certain finite-lived intangible
assets, both included within the Pharmaceutical Services business of the
Performance Products and Services operating segment.

8.  GOODWILL AND OTHER INTANGIBLE ASSETS

         Goodwill

         Goodwill of $76 at both December 31, 2005 and 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 year ended December 31, 2005.

         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:

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                               --------------------------------------------------------------------------------
                                                                 2005                                     2004
                                               ----------------------------------------  --------------------------------------
                                                   GROSS                       NET          GROSS                        NET
                                                  CARRYING    ACCUMULATED    CARRYING      CARRYING    ACCUMULATED    CARRYING
                                                   VALUE     AMORTIZATION     VALUE         VALUE     AMORTIZATION     VALUE
                                               ----------------------------------------  --------------------------------------
<S>                                                 <C>         <C>            <C>           <C>          <C>            <C>
Amortizable intangible assets (a).........          $28         $(20)          $ 8           $31          $(20)          $11
Trademarks................................           27           --            27            27            --            27
                                               ----------------------------------------  --------------------------------------
TOTAL IDENTIFIED INTANGIBLE ASSETS........          $55         $(20)          $35           $58          $(20)          $38
                                               ========================================  ======================================

<FN>
     (a) The Gross Carrying Value and Accumulated Amortization balances
         related to Amortizable Intangible Assets have been adjusted for
         foreign currency translation effects as applicable. There were no
         write downs or disposals of Amortizable Intangible Assets in 2005.
</TABLE>

         There were no material acquisitions of intangible assets and there
have been no changes to amortizable lives or methods during the year ended
December 31, 2005. In addition, amortization expense for the net carrying
amount of finite-lived intangible assets is estimated to be $1 annually from
2006 through 2010.

Goodwill and Other Intangible Assets Impairments

         Solutia recorded an impairment charge of $23 in 2004 within the
Pharmaceutical Services business in accordance with SFAS No. 142 for the
write down of goodwill. This charge was based upon fair value estimates of
the reporting unit

                                     77

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


through the utilization of a discounted cash flow model. In addition,
Solutia recorded an impairment charge of $5 in 2004 for certain finite-lived
intangible assets, as determined through impairment tests performed in
accordance with SFAS No. 144, as more fully described in Note 7. These
impairment charges totaling $28 were recorded in the Impairment of
Intangible Assets line within the Statement of Consolidated Operations and
are included within the results of operations of the Performance Products
and Services operating segment. These charges were precipitated by the
declining estimates of forecasted results given current economic and market
conditions within the pharmaceutical services industry in 2004.

         Solutia recorded an impairment charge of $64 in 2003 within the
Pharmaceutical Services business in accordance with SFAS No. 142 for the
write down of goodwill of $53 and certain indefinite-lived intangible assets
of $11. These charges were based upon fair value estimates of the reporting
unit as determined with the assistance of a third-party specialist using
income and market approaches. In addition, Solutia recorded an impairment
charge of $14 in 2003 for certain finite-lived intangible assets, as
determined through an impairment test performed in accordance with SFAS No.
144, as more fully described in Note 7. These impairment charges totaling
$78 were recorded in the Impairment of Intangible Assets line within the
Statement of Consolidated Operations and are included within the results of
operations of the Performance Products and Services operating segment. These
charges were precipitated by the declining estimates of forecasted results
given current economic and market conditions within the pharmaceutical
services industry in 2003.

9.  RISK MANAGEMENT ACTIVITIES

         Solutia's business operations give rise to market risk exposures
that result from changes in currency exchange rates, interest rates and
certain commodity prices. To manage the volatility relating to these
exposures, Solutia enters into various hedging transactions that enable it
to alleviate the adverse effects of financial market risk. Designation is
performed on a specific exposure basis to support hedge accounting. The
changes in fair value of these hedging instruments are offset in part or in
whole by corresponding changes in the fair value or cash flows of the
underlying exposures being hedged. Solutia's hedging transactions are
carried out under policies and procedures approved by the Audit and Finance
Committee of the Board of Directors, which does not permit the purchase or
holding of any derivative financial instruments for trading purposes.

Foreign Currency Exchange Rate Risk

         Solutia manufactures and sells its products in a number of
countries throughout the world and, as a result, is exposed to movements in
foreign currency exchange rates. Solutia uses foreign currency hedging
instruments to manage the volatility associated with foreign currency
purchases of materials and other assets and liabilities created in the
normal course of business. Solutia primarily uses forward exchange contracts
and purchased options to hedge these risks with maturities of less than 18
months.

         Solutia also enters into certain foreign currency derivative
instruments primarily to protect against exposure related to intercompany
financing transactions. Solutia has chosen not to designate these
instruments as hedges and to allow the gains and losses that arise from
marking the contracts to market to be recorded in Other Income, net in the
period. There was less than $1 of related net losses recorded in the year
ended December 31, 2005, and a net loss of $4 and $1 in 2004 and 2003,
respectively. Solutia had currency forward and option contracts to purchase
and sell $365 and $147 of currencies as of December 31, 2005 and 2004,
respectively, comprised principally of the euro, United Kingdom
Pound-Sterling, Swiss Franc and U.S. Dollar.

Interest Rate Risk

         Interest rate risk is primarily related to the changes in fair
value of fixed-rate long-term debt and short-term, floating rate debt.
Solutia believes its current debt structure appropriately protects Solutia
from changes in interest rates and is not actively using any contracts to
manage interest rate risk.

Commodity Price Risk

         Certain raw materials and energy resources used by Solutia are
subject to price volatility caused by weather, crude oil prices, supply
conditions, political and economic variables and other unpredictable
factors. Solutia uses forward and

                                     78

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


option contracts to manage a portion of the volatility related to
anticipated energy purchases with maturities up to 6 months. These market
instruments are designated as cash flow hedges. The mark-to-market gain or
loss on qualifying hedges is included in Accumulated Other Comprehensive
Loss to the extent effective, and reclassified into Cost of Goods Sold in
the period during which the hedged transaction is settled. The
mark-to-market gains or losses on ineffective portions of hedges are
recognized in Cost of Goods Sold immediately.

         As of December 31, 2005, $1 of after-tax unrealized net losses on
derivative instruments was recorded in Accumulated Other Comprehensive Loss
and is expected to be reclassified into Cost of Goods Sold in the first
quarter of 2006. The actual purchases of energy, which are expected to occur
during the next 3 months, will necessitate the reclassification of the
derivative losses into Cost of Goods Sold. There were no gains or losses
recorded in Cost of Goods Sold as a result of the ineffectiveness of any
hedging contacts, and no cash flow hedges were discontinued during 2005 or
2004 due to changes in expectations on the original forecasted transactions.
Solutia had commodity forward contracts with notional amounts of $9
associated with future natural gas purchases as of December 31, 2005. There
were no commodity forward or option contracts outstanding as of December 31,
2004.

Credit Risk

         Credit risk arising from the inability of a counterparty to meet
the terms of Solutia's financial instrument contracts is generally limited
to the amounts, if any, by which the counterparty's obligations exceed the
obligations of Solutia. It is Solutia's policy to enter into financial
instruments with a number of creditworthy counterparties. Therefore, Solutia
does not expect to incur material credit losses on its risk management or
other financial statement instruments.


10.  INVESTMENTS IN AFFILIATES

         As further described in Note 4, Astaris divested substantially all
of its operating assets in the fourth quarter 2005. Pursuant to this
transaction, there were certain assets and liabilities of Astaris that were
not included in the sale to ICL which were transferred to Solutia and FMC.
Generally, these assets and liabilities consisted of property originally
contributed to the joint venture by Solutia and FMC, as well as certain
pre-closing liabilities relating to Astaris, including certain pre-closing
environmental liabilities. In addition, certain non-operating assets and
liabilities remained in the Astaris joint venture as part of the
transaction. Further, the name of the joint venture which holds these
remaining assets and liabilities was changed from Astaris LLC to Siratsa
LLC.

         At December 31, 2005, Solutia's investments in affiliates consisted
principally of its 50 percent interests in the Flexsys and Siratsa joint
ventures for which Solutia applies the equity method of accounting.
Summarized combined financial information for 100 percent of the Flexsys and
Siratsa joint ventures is as follows:

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                                                    -----------------------
                                                                              2005            2004           2003
                                                                              ----            ----           ----
RESULTS OF OPERATIONS:
<S>                                                                           <C>             <C>            <C>
   Net sales......................................................            $963            $878           $890
   Gross profit ..................................................             233             140             89
   Operating income (loss)........................................             108             (18)          (242)
   Net income (loss)..............................................             192             (46)          (273)

<CAPTION>
                                                                                         DECEMBER 31,
                                                                                         ------------
                                                                              2005            2004           2003
                                                                              ----            ----           ----
FINANCIAL POSITION:
<S>                                                                           <C>             <C>            <C>
   Current assets.................................................            $271            $310           $353
   Non-current assets.............................................             368             503            491
   Current liabilities............................................             143             262            305
   Non-current liabilities........................................             133             261            278
</TABLE>

         Solutia's investment in Siratsa as of December 31, 2005 and 2004
exceeded Solutia's proportionate share of the underlying equity of Siratsa
by less than $1 and $18, respectively, primarily due to the guarantee of
debt recorded in 2004

                                     79

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


and goodwill recorded by Solutia at inception of the joint venture.
Solutia's investment in Flexsys as of both December 31, 2005 and 2004
exceeded Solutia's proportionate share of the underlying equity of Flexsys
by $1 and less than $1, respectively, primarily due to goodwill recorded by
Solutia at inception of the joint venture. There were no dividends from
either joint venture during 2005 or 2004.

11.  DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,
                                                                                    ------------
INVENTORIES                                                                  2005                 2004
                                                                             ----                 ----
<S>                                                                          <C>                  <C>
Finished goods................................................               $ 238                $ 223
Goods in process..............................................                 140                   99
Raw materials and supplies....................................                  95                   92
                                                                             -----                -----
Inventories, at FIFO cost.....................................                 473                  414
Excess of FIFO over LIFO cost.................................                (206)                (175)
                                                                             -----                -----
TOTAL.........................................................               $ 267                $ 239
                                                                             =====                =====
</TABLE>

         Inventories at FIFO approximate current cost. The effects of LIFO
inventory liquidations were not significant.


<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,
                                                                                    ------------
PROPERTY, PLANT AND EQUIPMENT                                                2005                 2004
                                                                             ----                 ----
<S>                                                                        <C>                  <C>
Land..........................................................             $    19              $    19
Buildings.....................................................                 418                  421
Machinery and equipment.......................................               2,865                2,864
Construction in progress......................................                  50                   48
                                                                           -------              -------
Total property, plant and equipment...........................               3,352                3,352
Less accumulated depreciation.................................              (2,548)              (2,511)
                                                                           -------              -------
TOTAL.........................................................             $   804              $   841
                                                                           =======              =======


<CAPTION>
                                                                                   DECEMBER 31,
                                                                                   ------------
OTHER ASSETS                                                                2005                  2004
                                                                            ----                  ----
<S>                                                                        <C>                  <C>
Computer software.............................................             $    26              $    37
Cash underlying collateralized letters of credit (a)..........                   1                   18
Intangible pension asset......................................                   1                    9
Other.........................................................                  78                  102
                                                                           -------              -------
TOTAL.........................................................             $   106              $   166
                                                                           =======              =======

<FN>
    (a) In 2004 Solutia settled a $27 pre-petition letter of credit
    paid by the intermediary financial institution to the letter of
    credit counterparty. This letter of credit was collateralized by
    cash that Solutia had disbursed prior to the bankruptcy filing, and
    accordingly, has been presented as a non-cash transaction with
    respect to the Statement of Consolidated Cash Flows in 2004.

<CAPTION>
                                                                                  DECEMBER 31,
                                                                                  ------------
ACCRUED LIABILITIES                                                         2005                 2004
                                                                            ----                 ----
<S>                                                                        <C>                  <C>
Wages and benefits............................................             $    58              $    55
Accrued rebates and sales returns/allowances..................                  22                   31
Accrued interest..............................................                  23                   25
Astaris keepwell guarantee....................................                  --                   10
Other.........................................................                 137                  162
                                                                           -------              -------
TOTAL ACCRUED LIABILITIES.....................................             $   240              $   283
                                                                           =======              =======
</TABLE>


                                     80

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


12.  VARIABLE INTEREST ENTITIES

         In January 2003, the FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities. This Interpretation, as
amended, provides guidance related to identifying variable interest entities
("VIEs") and determining whether such entities should be consolidated.
Solutia adopted the provisions of the Interpretation in 2003.

         Solutia has a synthetic lease related to its corporate headquarters
in St. Louis, Missouri, entered into in 1999, that qualifies as a VIE. Based
on the terms of the lease agreement and the residual value guarantee Solutia
provides to the lessor, Solutia concluded it is the primary beneficiary of
the VIE. As a result, in 2003 Solutia consolidated the property, plant and
equipment of $37 and long-term debt of $43 held by this VIE, and recorded
minority interest of $1 and a resulting after-tax charge of $5, reported as
a cumulative effect of change in accounting principle, net of tax. The
assets and liabilities of $37 and $43, respectively, which were consolidated
as part of adoption of this Interpretation, were not included within the
Statement of Consolidated Cash Flows for the year ended December 31, 2003,
as these items represent non-cash transactions upon adoption of this
Interpretation.

13.  ASSET RETIREMENT OBLIGATIONS

         In March 2005, the FASB issued Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations - an interpretation of FASB
Statement No. 143 ("FIN 47"). FIN 47 clarifies that the term "conditional
asset retirement obligation" as used in Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations ("SFAS No.
143"), refers to a legal obligation to perform an asset retirement activity
in which the timing and (or) method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even
though uncertainty exists about the timing and (or) method of settlement,
including those that may be conditional on a future event. Accordingly, an
entity is required to recognize a liability for the fair value of a
conditional asset retirement obligation if the fair value of the liability
can be reasonably estimated. Uncertainty about the timing and (or) method of
settlement should be factored into the measurement of the liability when
sufficient information exists. FIN 47 also clarifies when sufficient
information to reasonably estimate the fair value of an asset retirement
obligation is considered available.

         Upon adoption of SFAS No. 143 as of January 1, 2003, Solutia
identified certain conditional asset retirement obligations; however, these
obligations were not recorded due to uncertainties involved with the
determination of settlement timing. With the clarification outlined by FIN
47 for valuation of conditional asset retirement obligations, Solutia
reevaluated the valuation concerns involving settlement timing for these
conditional asset retirement obligations and accordingly reported an asset
retirement obligation of $7 as of December 31, 2005. These obligations
involve various federal, state and local regulations and/or contractual
obligations to decontaminate and/or dismantle certain machinery and
equipment, buildings, and leasehold improvements at Solutia's various
operating locations.

         Asset retirement obligations were estimated for each of the
Solutia's operating locations, where applicable, based upon Solutia's
current and historical experience, adjusted for factors that a third-party
would consider, such as overhead, profit and market risk premium. Estimated
obligations were escalated based upon the anticipated timing of the related
cash flows using an assumed inflation rate, and then were discounted using a
credit-adjusted, risk-free interest rate. The impact of adoption resulted in
a charge of $3 recorded as a cumulative effect of change in accounting
principle (net of tax of $1) in the Statement of Consolidated Operations in
2005.


                                     81

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         The pro-forma effects of the application of FIN 47 for these
specific conditional asset retirement obligations as if it had been adopted
on January 1, 2003 (rather than December 31, 2005) are presented below:

<TABLE>
<CAPTION>
                                                                        AS OF AND FOR THE YEAR END DECEMBER 31,
                                                                        ---------------------------------------
                                                                           2005            2004         2003
                                                                           ----            ----         ----
<S>                                                                        <C>            <C>          <C>
Pro-forma amounts assuming the accounting change is applied
  retroactively net of tax:
Net income (loss)....................................................      $   8          $ (317)      $ (988)
Net income (loss) per basic and diluted share........................      $0.08          $(3.03)      $(9.45)

Pro-forma amounts of liability for asset retirement obligation at
  beginning of period................................................         $6              $6           $5
                                                                           -----          ------       ------
Pro-forma amounts of liability for asset retirement obligation at
  end of period......................................................         $7              $6           $6
                                                                           -----          ------       ------
</TABLE>

14.  INCOME TAXES

         The components of income (loss) from continuing operations before
income taxes were:

<TABLE>
<CAPTION>
                                                                   YEAR END DECEMBER 31,
                                                       -----------------------------------------------
                                                            2005           2004            2003
                                                            ----           ----            ----
<S>                                                        <C>            <C>             <C>
United States..................................            $ (33)         $ (301)         $ (549)
Outside United States..........................               58             (21)            (66)
                                                           -----          ------          ------
TOTAL..........................................            $  25          $ (322)         $ (615)
                                                           =====          ======          ======
</TABLE>

         The components of income tax expense (benefit) recorded in
continuing operations were:

<TABLE>
<CAPTION>
                                                                   YEAR END DECEMBER 31,
                                                       -----------------------------------------------
                                                            2005           2004            2003
                                                            ----           ----            ----
<S>                                                        <C>            <C>             <C>
Current:
    U.S. federal................................           $  --           $  (5)          $  --
    U.S. state..................................              --              (1)             --
    Outside United States.......................               5              10              17
                                                           -----           -----           -----
                                                               5               4              17

Deferred:
    U.S. federal................................              --              --             287
    U.S. state..................................              --              --              74
    Outside United States.......................               9             (10)            (13)
                                                           -----           -----           -----
                                                               9             (10)            348
                                                           -----           -----           -----
TOTAL...........................................           $  14           $  (6)          $ 365
                                                           =====           =====           =====
</TABLE>


                                     82

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

         Factors causing Solutia's effective tax rate for continuing
operations to differ from the U.S. federal statutory rate were:

<TABLE>
<CAPTION>
                                                                   YEAR END DECEMBER 31,
                                                       -----------------------------------------------
                                                            2005            2004            2003
                                                            ----            ----            ----
<S>                                                        <C>            <C>             <C>

U.S. federal statutory rate.....................              35%            (35)%           (35)%
U.S. state income taxes.........................             (11)             (3)             (3)
Export tax benefit..............................             (11)             (1)             (1)
Taxes related to foreign earnings...............              34               3               7
Valuation allowances............................              49              33              88
Income from equity affiliates...................             (38)             (1)             --
Surrendered losses from equity affiliate (a) ...             (46)             --              --
Reorganization costs............................              53               4               1
Tax contingency adjustment......................              (1)             (2)             --
Other...........................................              (8)             --               2
                                                             ---             ---             ---
EFFECTIVE INCOME TAX RATE.......................              56%             (2)%            59%
                                                             ===             ===             ===

<FN>
   (a) During 2005, a non-consolidated equity affiliate surrendered
       prior year losses that will be used to offset a foreign
       subsidiary's taxable income in the United Kingdom.
</TABLE>


         Deferred income tax balances were related to:
<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,
                                                                    -----------------------------------------
                                                                            2005                 2004
                                                                            ----                 ----

<S>                                                                        <C>                  <C>
   Postretirement benefits....................................             $ 421                $ 416
   Environmental liabilities..................................                51                   55
   Inventory..................................................                16                   12
   Insurance reserves.........................................                50                   51
   Miscellaneous accruals.....................................                18                   27
   Equity affiliates..........................................                15                   16
   Net operating losses.......................................               302                  283
   Other......................................................                48                   51
                                                                           -----                -----
   TOTAL DEFERRED TAX ASSETS                                                 921                  911
   Less: Valuation allowances.................................              (709)                (688)
                                                                           -----                -----
   DEFERRED TAX ASSETS LESS VALUATION ALLOWANCES                             212                  223
                                                                           -----                -----
   Property...................................................              (159)                (175)
   Accrued interest...........................................               (26)                 (13)
   Other......................................................               (16)                 (15)
                                                                           -----                -----
   TOTAL DEFERRED TAX LIABILITIES                                           (201)                (203)
                                                                           -----                -----
   NET DEFERRED TAX ASSETS....................................             $  11                $  20
                                                                           =====                =====
</TABLE>

         At December 31, 2005, research and development tax credit
carryforwards available to reduce possible future U.S. income taxes amounted
to approximately $5, all of which will expire in 2019 through 2022. At
December 31, 2005, various federal, state and foreign net operating loss
carryforwards are available to offset future taxable income. These net
operating losses expire from 2006 through 2025 or have an indefinite
carryforward period. Valuation allowances have been provided for the tax
credit and net operating loss carryforwards that are not likely to be
utilized. Income taxes and remittance taxes have not been recorded on $128
of undistributed earnings of subsidiaries because Solutia intends to
reinvest those earnings indefinitely.

         Solutia provided additional valuation allowances of $21 in 2005 of
which $12 was recorded in Income Tax Expense (Benefit) in the Statement of
Consolidated Operations and $9 was recorded in Accumulated Other
Comprehensive Loss in the Statement of Consolidated Comprehensive Loss. The
additional valuation allowances were principally provided for the

                                     83

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


U.S. deferred tax assets as Solutia continued to no longer believe that the
"more likely than not" recognition criteria outlined in SFAS No. 109,
Accounting for Income Taxes, were appropriate given a combination of factors
surrounding Solutia's Chapter 11 bankruptcy filing including: (i) the
possibility that all or a substantial portion of the loss and credit
carryforwards and tax bases of assets could be reduced to the extent of
cancellation of indebtedness occurring as part of a reorganization plan;
(ii) the possibility that all or a substantial portion of the loss and
credit carryforwards could become limited if a change in ownership occurs as
a result of a reorganization plan; and (iii) updated expectations regarding
near-term taxable income.

         As of December 31, 2005, the Internal Revenue Service ("IRS") had
completed its examination of the income tax returns of Solutia through 2001.
No other years are currently being examined by the IRS. In addition, Solutia
is subject to audits in several state and foreign jurisdictions. Solutia
believes that it has adequate contingency reserves established for probable
adjustments resulting from these audits. During 2005, Solutia decreased its
tax contingency reserves by less than $1 based on expected outcomes of
income tax audits in various jurisdictions. The tax contingency reserves
were adjusted by $(6) in 2004 principally as a result of the favorable
settlement of an IRS audit for the years 1999 and 2000.

15.  DEBT OBLIGATIONS

         As of December 31, 2005, Solutia's debt obligations include
borrowings from its DIP financing facility, notes and debentures. The
weighted average interest rate on Solutia's total debt outstanding at
December 31, 2005 was 8.7 percent compared to 9.0 percent at December 31,
2004. Excluding debt subject to compromise, with the exception of the 11.25
percent notes due 2009 on which the bankruptcy court has permitted continued
payments of the contractual interest (see Note 3 for further description of
these notes due 2009), the weighted average interest rate on total debt was
9.8 percent at December 31, 2005, compared to 10.1 percent at December 31,
2004. The weighted average interest rate on Solutia's short-term debt
outstanding at December 31, 2005, was 8.5 percent as compared to 9.3 percent
at December 31, 2004. As a result of the Chapter 11 filing, Solutia was in
default on all its debt agreements as of December 31, 2005, with the
exception of its DIP credit facility and Euronotes. While operating as a
debtor-in-possession during the Chapter 11 bankruptcy proceedings, Solutia
has ceased recording interest on all unsecured pre-petition indebtedness in
accordance with SOP 90-7, with the exception of the 11.25 percent notes due
2009. The amount of contractual interest not recorded was $32 in both 2005
and 2004. Contractual interest is payable semiannually in February and
August for these Euronotes and in January and July for the 11.25 percent
notes due 2009. At both December 31, 2005 and 2004, Solutia had $131 of
availability under the DIP credit facility.

         Long-term debt consisted of the following as of December 31,

                                                           2005         2004
                                                           ----         ----

6.72% debentures due 2037........................           150           150
10.00% euro notes due 2008 ......................           247           285
11.25% notes due 2009............................           223           223
7.375% debentures due 2027.......................           300           300
Other............................................            43            43
                                                          -----        ------
      Total principal amount.....................           963         1,001
Unamortized net discount (a).....................            --            --
                                                          -----        ------
                                                            963         1,001
Less amounts subject to compromise (Note 3)......          (716)         (716)
                                                          -----        ------
TOTAL............................................         $ 247        $  285
                                                          =====        ======

<FN>
    (a) Unamortized net discount of $48 as of both December 31, 2005
        and December 31, 2004 is included in liabilities subject to
        compromise, as further described in Note 3.



                                     84

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Amendments 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 financing 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. Note 24 describes an additional amendment to the
DIP financing agreement made subsequent to December 31, 2005.

         Solutia amended its DIP financing agreement on July 20, 2004, after
receiving bankruptcy court approval. The amendment provides greater
flexibility to Solutia in executing certain actions contemplated in its
financial projections, provides cost savings through lower requirements of
certain letters of credit, and enhances liquidity opportunities through
retaining certain potential receipts which were previously required to be
used to reduce the commitment amount. No changes were made to the financial
covenants contained in the DIP agreement.

16.  FAIR VALUES OF FINANCIAL INSTRUMENTS

         The recorded amounts of cash, trade receivables, third-party
guarantees, accounts payable and short-term debt approximate their fair
values at both December 31, 2005 and 2004, respectively.

         The estimated fair value of Solutia's long-term debt not subject to
compromise was $248 at December 31, 2005 and $290 as of December 31, 2004.
These estimates compare with the recorded amount of $247 in 2005 and $285 in
2004. Fair value of the debt subject to compromise cannot be fairly
determined due to the inherent uncertainties underlying the valuation
assumptions affected by the Chapter 11 bankruptcy proceedings.

         The estimated fair value of Solutia's foreign currency forward and
option contracts on intercompany financing transactions was less than $1 at
December 31, 2005, and approximately $1 at December 31, 2004. Notional
amounts for these forward and option contracts to purchase and sell foreign
currencies were $365 at December 31, 2005, and $147 at December 31, 2004.

         The estimated fair value of Solutia's commodity forward and option
contracts was an approximate $1 loss at December 31, 2005. Notional amounts
for these commodity forward and option contracts were $9 at December 31,
2005. There were no commodity forward or option contracts outstanding as of
December 31, 2004.

         Fair values are estimated by the use of quoted market prices,
estimates obtained from brokers and other appropriate valuation techniques
and are based upon information available as of both December 31, 2005, and
December 31, 2004. The fair-value estimates do not necessarily reflect the
values Solutia could realize in the current market.

17.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

         Pension benefits generally are based on the employee's age, years
of service and/or compensation level. The domestic qualified pension plan is
funded in accordance with Solutia's long-range projections of the plan's
financial conditions. These projections take into account benefits earned
and expected to be earned, anticipated returns on pension plan assets and
income tax and other regulations. Solutia amended its U.S. qualified pension
plan in 2005 for union participants and in 2004 for non-union participants
to cease future benefit accruals effective January 1, 2006 and July 1, 2004,
respectively (as further described below). Prior to the spinoff, the
majority of Solutia's employees participated in Pharmacia's noncontributory
pension plans. In conjunction with the spinoff, Solutia assumed pension
liabilities and received related assets from those plans for its applicable
active employees and for certain former employees who left Pharmacia in
earlier years. Further, Solutia terminated certain domestic, non-qualified
pension plans in 2005.

         Certain employees also participate in benefit programs that provide
certain health care and life insurance benefits for retired employees. All
regular, full-time U.S. employees and certain employees in other countries
who were employed by

                                     85

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Solutia on or before December 31, 1998, may become eligible for these
benefits if they reach retirement age while employed by Solutia and have the
required years of service. These postretirement benefits are unfunded and
are generally based on the employee's age, years of service and/or
compensation level. The costs of postretirement benefits are accrued by the
date the employees become eligible for the benefits. Solutia amended its
U.S. postretirement plan in 2005 for union, active employees and in 2004 for
non-union, active employees (as further described below). In connection with
the spinoff, Solutia assumed retiree medical liabilities for its applicable
active employees and for approximately two-thirds of the retired U.S.
employees of Pharmacia.

         Solutia uses a measurement date of December 31 for the majority of
its pension and other postretirement benefit plans. The amounts disclosed
below do not reflect the impact of any changes to the benefit plans that
might be contemplated as a result of the bankruptcy filing. In addition, the
accrued liabilities for domestic pension and other postretirement
obligations have been classified as liabilities subject to compromise as of
December 31, 2005 and 2004 (see Note 3).

Net Periodic Cost

         For the years ended December 31, 2005, 2004, and 2003, Solutia's
pension and healthcare and other benefit costs were as follows:

<TABLE>
<CAPTION>
                                                        PENSION BENEFITS                   HEALTHCARE AND OTHER BENEFITS
                                                        ----------------                   -----------------------------
                                                2005          2004          2003          2005          2004          2003
                                                ----          ----          ----          ----          ----          ----
<S>                                             <C>           <C>          <C>            <C>           <C>           <C>
Service costs for benefits earned...........    $  6          $ 14         $  27          $  5          $  8          $  9
Interest cost on benefit obligation.........      68            77            95            33            42            50
Assumed return on plan assets...............     (61)          (75)         (100)           --            --            --
Prior service costs ........................       2             6            17           (10)          (13)          (13)
Recognized net (gain)/loss..................      14             7             3            14             7             9

Net curtailment and settlement charges/
  (gains)...................................      17            73            35            (4)          (38)           --
                                                ----          ----         -----          ----          ----          ----
TOTAL.......................................    $ 46          $102         $  77          $ 38          $  6          $ 55
                                                ====          ====         =====          ====          ====          ====
</TABLE>

Curtailments and Settlements
----------------------------

         Solutia amended its U.S. qualified pension plan in 2005 to cease
benefit accruals for domestic union participants to be effective January 1,
2006. This action resulted in a curtailment of the U.S. qualified pension
plan, as defined by SFAS No. 88, Employees Accounting for Settlements and
Curtailments of Defined Pension Plans and for Termination Benefits, due to
the reduction in anticipated future service of union participants in
Solutia's U.S. qualified pension plan. The net result of this action in 2005
was a $7 loss due primarily to the required recognition of unrecognized
losses that were expected to be amortized into earnings over the estimated
future service period of the plan participants.

         Solutia also amended in 2005 its U.S. postretirement plan for
union, active employees to be effective January 1, 2006. These changes
included discontinuation of all postretirement benefits after attaining age
65, changes to certain eligibility requirements for pre-65 postretirement
benefits with the eventual elimination of these benefits by 2016, and
significant reduction of retiree life insurance benefits for future
retirees. This action resulted in a curtailment of the U.S. postretirement
plan, as defined by SFAS No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, due to the reduction in anticipated future
service of union participants in Solutia's U.S. postretirement plan. The net
result of this action in 2005 was a $4 gain due primarily to the required
recognition of unrecognized gains that were expected to be amortized into
earnings over the estimated future service period of the plan participants.

         Solutia terminated certain domestic, non-qualified pension plans in
2005, which were effectively frozen since Solutia's bankruptcy filing on
December 17, 2003. The termination of these plans resulted in a pension
settlement in accordance with SFAS No. 88. However, no adjustments were made
to the recorded amount of $19 for these plans since this amount represents
the best proxy for the allowed claim amount in accordance with SOP 90-7. An
adjustment to this amount will be made if the allowed claim is deemed to be
different through the claims resolution process. The amount has been
presented as a reduction to the overall pension obligation in 2005, as the
amount no longer represent a pension obligation, but instead general
unsecured claims against Solutia.


                                     86

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         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. As a result, Solutia recorded a
pension curtailment net loss of $63 in 2004 due to the reduction in
anticipated future service of participants in Solutia's U.S. qualified and
non-qualified pension plans. In addition, Solutia recorded a pension
settlement net gain of $1 resulting from the significant reduction in the
number of participants in Solutia's non-qualified pension plan principally
resulting from workforce reduction initiatives.

         Solutia amended its U.S. postretirement plan for non-union, active
employees during 2004. These changes, effective September 1, 2004, include
discontinuation of all postretirement benefits after attaining age 65,
changes to certain eligibility requirements for pre-65 postretirement
benefits with the eventual elimination of these benefits by 2016, and
elimination of retiree life insurance benefits for future retirees. As a
result, Solutia recorded a curtailment gain of $38 in 2004 due to the
reduction in anticipated future service of non-union participants in
Solutia's U.S. postretirement plan.

         Solutia recorded pension settlement charges of $10 in both 2005 and
2004, and $35 in 2003, resulting principally from the significant amount of
lump sum distributions from Solutia's U.S. qualified pension plan during
each of those years relating primarily to headcount reductions. In addition,
Solutia recorded a curtailment loss of $1 during 2004 due to the reduction
in anticipated future service of participants in Solutia's Canadian pension
plan resulting from headcount reductions.

Actuarial Assumptions
---------------------

         The significant actuarial assumptions used to determine net
periodic cost for Solutia's principal pension, healthcare and other benefit
plans were as follows:

<TABLE>
<CAPTION>
                                                                                    HEALTHCARE AND OTHER
                                                     PENSION BENEFITS                    BENEFITS
                                                     ----------------                    --------
                                                   2005            2004            2005            2004
                                                   ----            ----            ----            ----
<S>                                                <C>            <C>              <C>             <C>
Discount rate...............................       5.50%          6.25%            5.25%           6.25%
Expected return on plan assets..............       9.00%          9.00%             N/A             N/A
Rate of compensation increase (a)...........       4.00%          3.25%             N/A            3.25%
Assumed trend rate for healthcare costs ....        N/A            N/A             8.00%           9.00%
Ultimate trend rate for healthcare costs....        N/A            N/A             5.00%           5.00%

<FN>
    (a)  The rate of compensation increase in 2005 and 2004 relates
         specifically to Solutia's foreign pension plans. The rate of
         compensation increase is not applicable to the valuation of U.S.
         pension plans as of December 31, 2005 and 2004 due to the
         aforementioned cessation of future benefit accruals in 2005 and
         2004 for participants in the U.S. pension plans.
</TABLE>

         Solutia establishes its discount rate based upon the internal rate
of return for a portfolio of high quality bonds with maturities consistent
with the nature and timing of future cash flows for each specific plan. The
expected long-term rate of return on pension plan assets assumption is based
on the target asset allocation policy and the expected future rates of
return on these assets.

         A 1 percent change in the assumed health care cost trend rates
would have the following effect as of December 31, 2005:

<TABLE>
<CAPTION>
                                                                       1-PERCENTAGE-        1-PERCENTAGE-
                                                                      POINT INCREASE       POINT DECREASE
                                                                      --------------       --------------
<S>                                                                        <C>                  <C>
Effect on postretirement benefit obligation...................             $ 4                  $(3)
Effect on total service and interest cost components .........              --                   --
</TABLE>

         Solutia's costs for postretirement medical benefits are capped for
many current retirees and for active employees; therefore, the impact of
this hypothetical change in the assumed health care cost trend rate is
limited.


                                     87

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Benefit Obligations

         Components of the changes in the benefit obligation of Solutia's
principal pension, healthcare and other benefit plans were as follows:

<TABLE>
<CAPTION>
                                                                                    HEALTHCARE AND OTHER
                                                     PENSION BENEFITS                    BENEFITS
                                                     ----------------                    --------
                                                   2005            2004            2005            2004
                                                   ----            ----            ----            ----
<S>                                                <C>            <C>              <C>             <C>
CHANGES IN BENEFIT OBLIGATION
  Benefit obligation at January 1...............   $1,319         $1,448           $ 717           $ 774
  Service costs.................................        6             14               5               8
  Interest cost.................................       68             77              33              42
  Contributions.................................        1              1              23              22
  Actuarial (gain) losses.......................       44             44             (81)             14
  Foreign currency .............................      (14)            12              --              --
  Plan amendments ..............................      (19)           (38)            (10)            (37)
  Benefits paid.................................     (165)          (239)           (108)           (106)
                                                   ------         ------           -----           -----
  BENEFIT OBLIGATION AT DECEMBER 31.............   $1,240         $1,319           $ 579           $ 717
                                                   ======         ======           =====           =====
</TABLE>

         The accumulated benefit obligation was $1,217 and $1,297 as of
December 31, 2005 and 2004, respectively.

         The significant actuarial assumptions used to estimate the
projected benefit obligation for Solutia's principal pension, healthcare and
other benefit plans were as follows:

<TABLE>
<CAPTION>
                                                                                    HEALTHCARE AND OTHER
                                                     PENSION BENEFITS                    BENEFITS
                                                     ----------------                    --------
                                                   2005            2004            2005            2004
                                                   ----            ----            ----            ----
<S>                                                <C>            <C>              <C>             <C>
Discount rate................................      5.50%           5.50%            5.50%           5.25%
Expected return on plan assets...............      9.00%           9.00%             N/A             N/A
Rate of compensation increase (a)............      4.00%           4.00%             N/A             N/A
Assumed trend rate for healthcare costs .....       N/A             N/A             9.00%           8.00%
Ultimate trend rate for healthcare costs.....       N/A             N/A             5.00%           5.00%

<FN>
     (a) The rate of compensation increase in 2005 and 2004 relates
         specifically to Solutia's foreign pension plans. The rate of
         compensation increase is not applicable to the valuation of U.S.
         pension plans as of December 31, 2005 and 2004 due to the
         aforementioned cessation of future benefit accruals in 2005 and
         2004 for participants in the U.S. pension plans.
</TABLE>

Plan Assets

         Components of the changes in fair value of plan assets of Solutia's
pension plans were as follows:

                                                           PENSION BENEFITS
                                                           ----------------
                                                        2005             2004
                                                        ----             ----
CHANGES IN FAIR VALUE OF PLAN ASSETS
  Fair value of plan assets at January 1..........      $ 811            $ 932
  Actual return on plan assets....................         59               93
  Contributions...................................          5               18
  Foreign currency................................        (10)               7
  Benefits paid...................................       (165)            (239)
                                                        -----            -----
  FAIR VALUE OF PLAN ASSETS AT DECEMBER 31........      $ 700            $ 811
                                                        -----            -----

         The other postretirement benefits plans are unfunded as of
December 31, 2005 and 2004.



                                     88

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         The asset allocation for Solutia's pension plans as of December 31,
2005 and 2004, and the target allocation for 2006, by asset category,
follows.

<TABLE>
<CAPTION>
                                                                     PERCENTAGE OF PLAN ASSETS AT DECEMBER 31,
                                                                     -----------------------------------------
ASSET CATEGORY                  2006 TARGET ALLOCATION                  2005                           2004
--------------                  ----------------------                  ----                           ----
<S>                                    <C>                            <C>                            <C>
Equity securities                         66%                            67%                            65%
Debt securities                           30                             29                             30
Real estate                                1                             --                              2
Other                                      3                              4                              3
                                         ---                            ---                            ---
Total                                    100%                           100%                           100%
</TABLE>

         The Solutia defined benefit plan investment strategy is to maintain
an asset allocation that is diversified among multiple asset classes, and
among multiple managers within each asset class, in order to minimize the
risk of large losses and to maximize the long-term risk-adjusted rate of
return.

Funded Status

         The funded status of Solutia's principal pension, healthcare and
other benefit plans at December 31, 2005, and 2004 was as follows:

<TABLE>
<CAPTION>
                                                                                    HEALTHCARE AND OTHER
                                                     PENSION BENEFITS                    BENEFITS
                                                     ----------------                    --------
                                                   2005            2004            2005            2004
                                                   ----            ----            ----            ----
<S>                                                <C>            <C>             <C>             <C>
FUNDED STATUS.................................     $(540)         $(508)          $(579)          $(717)
Unrecognized actuarial loss...................       167            152              54             149
Unrecognized prior service costs (gains)......         1              9             (59)            (64)
                                                   -----          -----           -----           -----
ACCRUED NET LIABILITY AT DECEMBER 31..........     $(372)         $(347)          $(584)          $(632)
                                                   =====          =====           =====           =====
</TABLE>

         The accrued net liability was included in the Statement of
Consolidated Financial Position as of December 31 as follows:

<TABLE>
<CAPTION>
                                                                                    HEALTHCARE AND OTHER
                                                     PENSION BENEFITS                    BENEFITS
                                                     ----------------                    --------
                                                   2005            2004            2005            2004
                                                   ----            ----            ----            ----
<S>                                                <C>            <C>             <C>             <C>
Prepaid benefit cost..........................     $  18          $  21           $  --             $  --
Accrued benefit cost..........................      (530)          (499)           (584)            (632)
Intangible asset..............................         1              9              --               --
Deferred tax asset............................        --              9              --               --
Accumulated other comprehensive loss..........       139            113              --               --
                                                   -----          -----           -----            -----
ACCRUED NET LIABILITY.........................     $(372)         $(347)          $(584)           $(632)
                                                   =====          =====           =====            =====
</TABLE>

         The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for the pension plans with projected benefit
obligation in excess of plan assets and for the pension plans with
accumulated benefit obligations in excess of plan assets were as follows as
of December 31:

<TABLE>
<CAPTION>
                                               PROJECTED BENEFIT OBLIGATION        ACCUMULATED BENEFIT
                                                EXCEEDS THE FAIR VALUE OF      OBLIGATION EXCEEDS THE FAIR
                                                       PLAN ASSETS                 VALUE OF PLAN ASSETS
                                               ----------------------------    ---------------------------
                                                   2005            2004            2005            2004
                                                   ----            ----            ----            ----
<S>                                               <C>             <C>              <C>             <C>
Projected benefit obligation...............       $1,240          $1,319           1,204           1,281
Accumulated benefit obligation.............        1,217           1,297           1,187           1,265
Fair value of plan assets..................          700             811             668             778
</TABLE>


                                     89

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         The accumulated postretirement benefit obligation exceeds plan
assets for all of Solutia's other postretirement benefit plans.

         Solutia actively manages funding of its domestic qualified pension
plan in order to meet the requirements of the IRS and the Pension Benefits
Guarantee Corporation (a U.S. federal agency). In 2004, Solutia made
discretionary contributions of $11 to the qualified pension plan in order to
minimize future required contributions and to utilize available tax
benefits. No contributions were made during either 2005 or 2003 to the
qualified pension plan. According to current IRS funding rules, Solutia will
be required to make $174 in pension contributions to its U.S. qualified
pension plan in 2006. In addition, Solutia contributed $5 in 2005 and $4 in
2004 and 2003, respectively, to fund its foreign pension plans. Moreover,
Solutia expects to be required to fund $5 in pension contributions for its
foreign pension plans in 2006.

Estimated Future Benefit Payments

         Estimated benefit payments expected to be made over the next five
years and the cumulative five year period thereafter are as follows:

                                      PENSION       HEALTHCARE AND
                                     BENEFITS       OTHER BENEFITS
                                     --------       --------------

  2006...........................      $117              $75
  2007...........................       114               71
  2008...........................       113               68
  2009...........................       110               65
  2010...........................       108               61
  2011-2015......................       498              231


18.  EMPLOYEE SAVINGS PLANS

         In connection with the spinoff, Pharmacia common stock held by the
Pharmacia Employee Stock Ownership Plan ("ESOP") and related Pharmacia ESOP
borrowings were allocated between Solutia and Pharmacia. As a result of this
allocation, Solutia received 2.4 million shares of Pharmacia common stock
and assumed $29 of ESOP debt to third parties. Simultaneously, Solutia
created its own ESOP, established a trust to hold the Pharmacia shares, and
issued a $29 loan to the trust. The trust used the proceeds of the loan to
repay the assumed third-party debt. Subsequent to the spinoff, the ESOP
trust was required by government regulations to divest its holdings of
Pharmacia common stock and to use the proceeds to acquire Solutia common
stock. The divestiture of Pharmacia common stock and the purchase of Solutia
common stock were completed in early 1998. At inception, the trust held
10,737,097 shares of Solutia common stock, all of which have been allocated
to participants. The ESOP loans to Solutia were repaid in 2002. The ESOP is
no longer leveraged. During 2002 and 2003, the ESOP purchased Solutia common
stock on the open market to fund Solutia match. Effective December 15, 2003,
the ESOP component of the Solutia Savings and Investment Plan ("SIP") was
eliminated.

         Substantially all U.S. employees of Solutia are eligible to
participate in the SIP, a 401(k) plan. Prior to December 15, 2003, shares
held in the ESOP were used to make Solutia's matching contribution to
eligible participants' accounts under this plan. Effective December 15,
2003, all matching contributions are invested in the same manner as
participants' personal SIP contributions. Company cash contributions were
$15 and $10 in 2005 and 2004, respectively, and were invested in accordance
with participants' personal investment elections. Company cash contributions
were $12 during 2003 and $11 was used to purchase Solutia common stock on
the open market and $1 was invested in accordance with participants'
personal investment elections. The expenses related to the employer match
were $15 in 2005, $10 in 2004, and $12 in 2003. In addition, effective
January 1, 2005, Solutia increased its SIP matching contribution percentage
to 100 percent on the first 7 percent of a participant's qualified
contributions from 60 percent on the first 8 percent, previously.



                                     90

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


19.  STOCK OPTION PLANS

         Solutia has two stock-based incentive plans under which awards are
available for grants to officers and employees; the Solutia Inc. 2000
Stock-Based Incentive Plan ("2000 Plan") and the Solutia Inc. 1997
Stock-Based Incentive Plan ("1997 Plan"). The 2000 Plan authorizes up to
5,400,000 shares and the 1997 Plan up to 7,800,000 shares of Solutia common
stock for grants of non-qualified and incentive stock options, stock
appreciation rights, restricted stock awards and bonus stock awards. The
shares used may be newly issued shares, treasury shares or a combination.
Under both plans, the exercise price of a stock option must be no less than
the fair market value of Solutia's common stock on the option grant date.
Additionally, the plans provide that the term of any stock option granted
may not exceed 10 years. At December 31, 2005, approximately 2,067,460
shares from the 2000 Plan and 1,503,567 shares from the 1997 Plan remained
available for grants.

         During 2005, no options were granted to current executive officers
and other senior executives as a group, or to other employees. Total shares
covered by options granted under the plans to current executive officers and
other senior executives as a group totaled 3,011,000, and those to other
employees totaled 10,016,592, through December 31, 2005. The options granted
to Solutia's executive officers and other senior executives are primarily
performance options that become exercisable upon the earlier of achievement
of specified share price targets or the ninth anniversary of the option
grant. The options granted to the other management employees are time-based.
They generally become exercisable in thirds, one-third on each of the first
three anniversaries of the option grant date.

         The Solutia Inc. Non-Employee Director Compensation Plan provides
incentives to non-employee members of Solutia's board of directors. This
plan authorizes up to 400,000 shares for grants of non-qualified stock
options and for grants of deferred shares in payment of all or a portion of
the annual retainer for the non-employee directors. Only treasury shares may
be used. Under this plan, the exercise price of a stock option must be no
less than the fair market value of Solutia's common stock on the grant date
and the term of any stock option granted under the plan may not exceed 10
years. At December 31, 2005 and 2004, 25,174 shares of Solutia's common
stock remained available for grants under the plan. Shares covered by
options granted to non-employee directors totaled 16,000 in 2003. There were
no options or deferred shares granted in 2005 as all non-employee director
compensation is now paid in cash.

         Effective January 1, 2003, Solutia adopted SFAS No. 148, Accounting
for Stock-Based Compensation--Transition and Disclosure, which allowed
Solutia to continue following the guidance of Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, for
measurement and recognition of stock-based transactions with employees.
Accordingly, no compensation cost has been recognized for Solutia's option
plans in the Statement of Consolidated Operations, as all options granted
under the plans had an exercise price equal to the market value of Solutia's
stock on the date of the grant. Had the determination of compensation cost
for these plans been based on the fair value at the grant dates for awards
under these plans, consistent with SFAS No. 123, Solutia's net loss would
have been increased to the pro forma amounts indicated in Note 2.

         The following weighted-average assumptions were used for grants of
Solutia options during the year ended December 31:

                                                                  2003
                                                                  ----
          Expected dividend yield...........................       0.0%
          Expected volatility...............................     123.8%
          Risk-free interest rates..........................       3.2%
          Expected option lives (years).....................       5.0

         The weighted-average fair value of options granted was $1.14 in
2003.


                                     91

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         A summary of the status of Solutia's stock option plans for years
ended December 31, 2005, 2004 and 2003 follows:

<TABLE>
<CAPTION>
                                                                             OUTSTANDING
                                                            -------------------------------------------------
                                              EXERCISABLE                                   WEIGHTED-AVERAGE
                                                OPTIONS                 OPTIONS              EXERCISE PRICE
                                    -------------------------------------------------------------------------
<S>                                           <C>                     <C>                        <C>
December 31, 2002.............                21,712,940              25,350,510                 $15.47
                                              ----------              ----------                 ------

   Granted....................                                         1,003,274                  $1.36
   Exercised..................                                                --                   0.00
   Expired....................                                        (2,874,547)                 11.49
                                              ----------              ----------                 ------
December 31, 2003.............                20,838,155              23,500,239                 $15.31
                                              ----------              ----------                 ------

   Granted....................                                                --                  $0.00
   Exercised..................                                                --                   0.00
   Expired....................                                        (3,886,064)                 13.41
                                              ----------              ----------                 ------
December 31, 2004.............                18,646,490              19,614,175                 $15.69
                                              ----------              ----------                 ------

   Granted....................                                                --                  $0.00
   Exercised..................                                                --                   0.00
   Expired....................                                        (2,290,624)                 14.84
                                              ==========              ==========                 ======
December 31, 2005.............                16,938,707              17,323,551                 $15.80
                                              ==========              ==========                 ======
</TABLE>

         The following table summarizes information about stock options
outstanding at December 31, 2005:

<TABLE>
<CAPTION>
             OPTIONS OUTSTANDING:
                                                               WEIGHTED-AVERAGE
             RANGE OF                                              REMAINING                WEIGHTED-AVERAGE
         EXERCISE PRICES                    NUMBER             CONTRACTUAL LIFE              EXERCISE PRICE
-------------------------------------------------------------------------------------------------------------

<S>                                       <C>                        <C>                       <C>
$  0 to  2.99.................               734,233                 6.8                       $ 1.25
   3 to  7.99.................                49,233                 7.0                         3.89
   8 to 11.99.................             1,176,526                 3.9                        10.33
  12 to 15.99.................             4,056,252                 2.1                        13.87
  16 to 18.99.................             6,364,392                 0.9                        16.52
  19 to 22.99.................             4,760,724                 1.6                        19.75
  23 to 29.99.................               182,191                 1.7                        27.38
                                          ----------                 ---                       ------
$  0 to 29.99.................            17,323,551                 1.9                       $15.80
                                          ==========                 ===                       ======



<CAPTION>
             OPTIONS EXERCISABLE:

                     RANGE OF                                                   WEIGHTED-AVERAGE
                  EXERCISE PRICES                         NUMBER                 EXERCISE PRICE
         ----------------------------------------------------------------------------------------
         <S>                                           <C>                      <C>
         $  0 to  2.99.................                    479,789                  $ 1.26
            3 to  7.99.................                      9,233                    3.87
            8 to 11.99.................                  1,110,126                   10.33
           12 to 15.99.................                  4,032,252                   13.87
           16 to 18.99.................                  6,364,392                   16.52
           19 to 22.99.................                  4,760,724                   19.75
           23 to 29.99.................                    182,191                   27.38
                                                        ----------                  ------
         $  0 to 29.99.................                 16,938,707                  $16.07
                                                        ==========                  ======
</TABLE>

                                     92

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


20.  CAPITAL STOCK

         On December 17, 2003, following the announcement that Solutia had
filed for Chapter 11 bankruptcy protection, the New York Stock Exchange
("NYSE") halted trading in Solutia's common stock. Solutia's common stock
was delisted from the NYSE on February 24, 2004. Solutia's common stock is
currently being quoted under the ticker symbol SOLUQ on the Pink Sheets
Electronic Quotation Service maintained by The Pink Sheets LLC and on the
OTC Bulletin Board.

         The declaration and payment of dividends is made at the discretion
of Solutia's board of directors. There was no annual dividend paid in 2005
or 2004. Solutia is currently prohibited by both the U.S. Bankruptcy Code
and the DIP financing facility from paying dividends to shareholders.

         In conjunction with the settlement of the Anniston PCB litigation
during 2003, Solutia issued Monsanto warrants to purchase up to 10 million
shares of Solutia common stock at an exercise price of $1.10 per common
share. The warrants issued pursuant to the settlement are to be exercisable
only if Solutia's common stock reaches an average closing price target
exceeding $10 per share for any thirty-day period, or upon a
change-of-control of Solutia. Solutia has determined the value of the
warrants as of the date of the courts' approval of the settlement to be $37
based on the share price on that date. However, Solutia believes that its
plan of reorganization will result in 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 Solutia's common stock, including
options and warrants to purchase Solutia's common stock, will receive any
consideration for that stock or those options and warrants in such a plan of
reorganization. Consequently, these warrants would be cancelled if the
underlying common stock were to be cancelled. The warrants were not included
within the Financing Activities section of the Statement of Consolidated
Cash Flows in 2003, as the agreement to issue the warrants represents a
non-cash transaction.

         Solutia's board of directors declared a dividend of one preferred
stock purchase right for each share of Solutia's common stock issued in the
distribution of shares by Pharmacia to its shareholders on the effective
date of the spinoff and authorized the issuance of one right for each share
of common stock issued after the effective date of the spinoff until the
earlier of the date the rights become exercisable or the termination date of
the rights plan. If a person or group acquires beneficial ownership of 20
percent or more, or announces a tender offer that would result in beneficial
ownership of 20 percent or more, of Solutia's outstanding common stock, the
rights become exercisable. Then, for every right held, the owner will be
entitled to purchase one one-hundredth of a share of a series of preferred
stock for $.000125. If Solutia is acquired in a business combination
transaction while the rights are outstanding, for every right held the
holder will be entitled to purchase, for $.000125, common shares of the
acquiring company having a market value of $.000250. In addition, if a
person or group acquires beneficial ownership of 20 percent or more of
Solutia's outstanding common stock, for every right held, the holder (other
than such person or members of such group) will be entitled to purchase, for
$.000125, a number of shares of Solutia's common stock having a market value
of $.000250. Furthermore, at any time after a person or group acquires
beneficial ownership of 20 percent or more (but less than 50 percent) of
Solutia's outstanding common stock, Solutia's board of directors may, at its
option, exchange part or all of the rights (other than rights held by the
acquiring person or group) for shares of Solutia's common stock on a
one-share-for-every-one-right basis. At any time prior to the acquisition of
such a 20 percent position, Solutia can redeem each right for $.00000001.
The board of directors is also authorized to reduce the 20 percent
thresholds described above to not less than 10 percent. The rights expire in
the year 2007. However, Solutia believes that its plan of reorganization
will result in 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 Solutia's common stock, including options and warrants to
purchase Solutia's common stock, will receive any consideration for that
stock or those options and warrants in such a plan of reorganization.
Consequently, this preferred stock purchase right plan would be cancelled if
the underlying common stock were to be cancelled.

         Solutia has 10 million shares of preferred stock, par value $0.01
per share, authorized. As of December 31, 2005, there were no preferred
shares issued or outstanding.


                                     93

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


21.  COMMITMENTS AND CONTINGENCIES

Commitments

         Commitments, principally in connection with uncompleted additions
to property, were approximately $16 and $15 at December 31, 2005 and 2004,
respectively. In addition, as of December 31, 2005 and 2004, Solutia was
contingently liable under letters of credit totaling $98 and $113,
respectively, of which $1 and $18, respectively, were cash collaterized,
primarily related to environmental remediation and various insurance related
activities. The cash underlying these collateralized letters of credit is
contractually restricted and accordingly is excluded from cash and cash
equivalents and recorded in Other Assets within the Statement of
Consolidated Financial Position as of December 31, 2005 and 2004.

         Solutia's future minimum payments under operating leases and
various unconditional purchase obligations are $21 for 2006, $14 for 2007,
$13 for 2008, $11 for 2009, $9 for 2010 and $12 thereafter. The amounts of
these commitments have not been adjusted to reflect any potential impact
that the bankruptcy proceedings may have upon the timing and valuation of
such commitments.

         Solutia has entered into agreements with certain customers to
supply a guaranteed quantity of certain products annually at prices
specified in the agreements. In return, the customers have advanced funds to
Solutia to cover the costs of expanding capacity to provide the guaranteed
supply. Solutia has recorded the advances as deferred credits and amortizes
the amounts to income as the customers purchase the products. The
unamortized deferred credits were $100 at December 31, 2005 and $109 at
December 31, 2004.

         For the year ended December 31, 2005, Shaw Industries, Inc., a
single customer within the Integrated Nylon segment, accounted for
approximately 11 percent of Solutia's consolidated net sales. No single
customer or customer group accounted for more than 10 percent of Solutia's
net sales for the years ended December 31, 2004 and 2003.

         The more significant concentrations in Solutia's trade receivables
at December 31, 2005 and 2004 were:

<TABLE>
<CAPTION>
                                                                 2005
                                                                 ----
                                         NORTH       EUROPE/      LATIN        ASIA
                                         -----       -------      -----        ----
                                        AMERICA      AFRICA      AMERICA      PACIFIC     TOTAL
                                        -------      ------      -------      -------     -----
<S>                                       <C>         <C>          <C>          <C>        <C>
Glass.....................                $19         $58          $9           $14        $100
Chemicals.................                 29          15           1             6          51
Carpet....................                 23           1          --            --          24


<CAPTION>
                                                                 2004
                                                                 ----
                                         NORTH       EUROPE/      LATIN        ASIA
                                         -----       -------      -----        ----
                                        AMERICA      AFRICA      AMERICA      PACIFIC     TOTAL
                                        -------      ------      -------      -------     -----
<S>                                       <C>         <C>         <C>           <C>        <C>
Glass.....................                $16         $64         $11           $14        $105
Chemicals.................                 26          18           7            10          61
Carpet....................                 16           1          --            --          17
</TABLE>

         Management does not anticipate losses on its trade receivables in
excess of established allowances.

Contingencies

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's cessation of performance may give rise to a
pre-petition unsecured claim against Solutia which


                                     94

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Pharmacia may assert in Solutia's Chapter 11 bankruptcy case. This estimated
unsecured claim amount was classified as a liability subject to compromise
as of December 31, 2005 and 2004 in the amount of $136 and $141,
respectively.

         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
legal proceedings which are in this category are (i) Owens v. Monsanto; (ii)
Payton v. Monsanto; (iii) other Anniston cases; (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
----------------------------------------------

JP MORGAN ADVERSARY PROCEEDING

         On May 27, 2005, JP Morgan, as indenture trustee under the
indenture for Solutia's debentures due 2027 and 2037 (the "Prepetition
Indenture"), filed an adversary proceeding (the "JPM Proceeding") against
Solutia in Solutia's bankruptcy case. In its adversary proceeding, JP Morgan
asserted five causes of action seeking declaratory judgments to establish
the validity and priority of the purported security interest of the holders
of the 2027 and 2037 debentures, and one cause of action pursuant to section
363 of the Bankruptcy Code asserting that the alleged security interests
lacked adequate protection. The JPM Proceeding relates to Solutia's 2002 and
2003 refinancings of its credit facilities. When Solutia refinanced its
credit facilities in 2002, the 2027 and 2037 debentures obtained a pro rata
secured interest in substantially all of Solutia's assets as a result of the
application of the "equal and ratable" provisions of the Prepetition
Indenture. On October 8, 2003, Solutia restructured its credit facilities,
reduced its outstanding secured indebtedness below the threshold level that
initially triggered the "equal and ratable" provisions of the Prepetition
Indenture and, as a result, the 2027 and 2037 debentures returned to their
original unsecured status. JP Morgan alleges that the October 8, 2003
refinancing had no effect on the security interests and liens that were
created in 2002, and argues further that, even if it did, those liens should
be reinstated as a matter of equity. Solutia filed its response to JP
Morgan's complaint on July 5, 2005, denying JP Morgan's allegations based on
the express terms of the Prepetition Indenture. Discovery in the JPM
Proceeding remains ongoing.

EQUITY COMMITTEE ADVERSARY PROCEEDING AGAINST MONSANTO AND PHARMACIA

         On March 7, 2005, the Official Committee of Equity Security Holders
("Equity Committee") in Solutia's bankruptcy case filed a complaint against
Pharmacia and Monsanto and objection to the proofs of claim filed by
Pharmacia and Monsanto in Solutia's bankruptcy case (the "Equity Committee
Complaint"). In the Equity Committee Complaint, the Equity Committee seeks
to avoid certain obligations assumed by Solutia at the time of its spinoff
from Monsanto. The Equity Committee Complaint alleges that the Solutia
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. Pharmacia
and Monsanto filed a motion to dismiss the Equity Committee Complaint or, in
the alternative, to stay the adversary proceeding. The motion has been
briefed and argued, but has not yet been ruled on by the Bankruptcy Court.
On August 4, 2005, the Debtors filed with the Bankruptcy Court their
Statement and Reservation of Rights in Response to Equity Committee's
Complaint and Objection to Claims, in which the Debtors expressed their view
that the issues and disputes raised in the Equity Committee Complaint would
be resolved through the Plan confirmation process.

LEGAL PROCEEDINGS OUTSIDE SOLUTIA'S BANKRUPTCY CASE
---------------------------------------------------

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 polychlorinated biphenyls ("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


                                     95

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Anniston, Alabama PCB site, and to 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.

         A subsequent dispute arose between the EPA and Solutia regarding
the scope and application of the automatic stay arising as a result of
Solutia's Chapter 11 filing to the remaining obligations under the Partial
Consent Decree. On April 19, 2004, the district court held that the Partial
Consent Decree enforces police and regulatory powers under the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA") and, as a
result, the automatic stay provisions of the U.S. Bankruptcy Code are
inapplicable to Solutia's obligations under the Partial Consent Decree. On
April 30, 2004, the United States Bankruptcy Court for the Southern District
of New York entered a Stipulation and Agreed Order in which the EPA and
Solutia stipulate that the automatic stay is applicable to certain of the
Partial Consent Decree's requirements. Solutia filed a motion asking the
district court to reconsider its order and to bring it into accord with the
Stipulation and Agreed Order consented to by the EPA and entered by the
bankruptcy court. On September 9, 2004, the district court denied Solutia's
motion and declared that the automatic stay is inapplicable to Solutia's
obligations under the Consent Decree to perform site work. Solutia appealed
this ruling to the Eleventh U.S. Circuit Court of Appeals, which dismissed
the appeal for lack of jurisdiction.

         On June 30, 2005, the United States District Court for the Northern
District of Alabama issued an order (the "PCB Order") authorizing
co-defendants Pharmacia and Solutia to "suspend" performance of the PCB
clean-up at the Anniston site under the Anniston Consent Decree, upon the
filing of a motion by either defendant requesting that relief. The PCB Order
found that the defendants entered into the Anniston Consent Decree, and that
the court approved that Anniston Consent Decree, based on the understanding
that the defendants' rights to pursue other liable parties for contribution
would not be impaired by the EPA. The PCB Order further found that the EPA's
planned settlements with certain Anniston foundries would thus deprive the
defendants of one of the material considerations for entering into the
Anniston Consent Decree. Solutia and Pharmacia continue their attempts to
negotiate a global settlement with the EPA and the Anniston site potentially
responsible parties. To date, Solutia and Monsanto (acting as
attorney-in-fact for Pharmacia) have not made a motion to the United States
District Court for the Northern District of Alabama to suspend their
obligations under the Anniston Consent Decree.

FLEXSYS RELATED LITIGATION

         Antitrust authorities in the United States, Europe and Canada are
continuing to investigate past commercial practices in the rubber chemicals
industry. Flexsys, Solutia's joint venture with Akzo Nobel N.V. ("Akzo"),
remains a subject of such investigation and continues to fully cooperate
with the authorities in the ongoing investigation. In addition, a number of
purported civil class actions on behalf of consumers have been filed against
Flexsys and other producers of rubber chemicals.

         State court actions against Flexsys. Solutia is presently aware of
nine purported class actions that remain pending in various state courts
against Flexsys and other producers of rubber chemicals seeking actual and
treble damages under state law. Seven of these cases purport to be on behalf
of all retail purchasers of tires in the respective states since as early as
1994 and two of the cases purport to be on behalf of all retail purchasers
of any product containing rubber chemicals during the same period. Solutia
is not named as a defendant in any of these cases. All of these cases remain
pending in various procedural stages and no substantive discovery or other
actions have taken place.

          Canadian actions against Flexsys. In May 2004, two purported 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. In May
2005 a case was filed in Ontario, Canada against Flexsys and other rubber
chemical producers alleging the same claims as in the Quebec cases and
seeking damages of (CAD) $95 on behalf of all persons in Canada injured by
the alleged collusive activities of the defendants. In August 2005, a
similar case was filed in British Columbia seeking unspecified damages under
a variety of theories on behalf of all purchasers of rubber chemicals and
products containing rubber chemicals in British Columbia. No responses are
yet due nor have any been filed by defendants in any of these cases. Solutia
is not a named defendant in any of these cases.

         Federal court actions by purchasers of rubber chemicals. Eight
purported 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


                                     96

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


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 were consolidated into a single action called In Re Rubber
Chemicals Antitrust Litigation (the "Class Action"). The Class Action
alleged price-fixing and sought treble damages and injunctive relief under
U.S. antitrust laws on behalf of all the plaintiffs. Solutia filed a
Suggestion of Bankruptcy in the Class Action staying the litigation against
it. A settlement agreement was approved by the Court on June 21, 2005
releasing Flexsys and its predecessors in interest from any further
liability to the members of the class with respect to the allegations made
in the Class Action complaint. In connection with this settlement, Solutia
was voluntarily dismissed. RBX Industries, Inc. v. Bayer Corp., Flexsys,
et.al., originally filed in federal court in Pennsylvania in July 2004, was
removed to the U.S. District Court for the Northern District of California.
This case alleges that during the period 1995 through 2001 the defendants,
which do not include Solutia, conspired through common marketing and sales
practices to cause plaintiffs to pay supra-competitive prices for rubber
chemicals and seeks treble damages. RBX Industries joined the plaintiff
class in the Class Action solely for the purpose of participating in the
above described settlement with Flexsys, Solutia and Akzo. In March 2005,
Parker Hannifin filed an action in the U.S. District Court for the Northern
District of Ohio making the same allegations as were made in the Class
Action and the RBX Industries case. The case was removed to the U.S.
District Court for the Northern District of California. Parker Hannifin
joined the plaintiff class in the Class Action solely for the purpose of
participating in the above described settlement with Flexsys, Solutia and
Akzo. Solutia was not named in either the RBX Industries or the Parker
Hannifin cases. Other than potential claims by two direct purchasers of
small amounts of rubber chemicals from Flexsys, the settlement by Flexsys of
the Class Action (approximately $19) along with several private settlements
with large customers (approximately $60) for all intents and purposes
resolves all claims made in these cases by direct United States purchasers
of rubber chemicals against Solutia and Flexsys under United States
antitrust laws for activities of Flexsys prior to the dates of the
settlements. All settlement monies were paid by Flexsys without
participation by Solutia.

         Federal court actions by indirect purchasers of rubber chemicals.
On January 14, 2006, Solutia became aware of a newly filed case, Pearman,
Benson and Immerman v. Crompton Corp., Flexsys, Solutia, et al., in the
United States District Court for the Eastern District of Tennessee at
Greenville, purportedly filed on behalf of consumers in 37 states of
products produced with rubber chemicals for the period 1994 through the
present under the Tennessee Trade Practices Act. Solutia was initially named
in the suit but was voluntarily dismissed without prejudice on February 3,
2006.

         Federal court actions alleging violations of federal securities
laws. Between approximately July and September 2003, six purported
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 alleged that from December 16, 1998 to October 10,
2002, Solutia's accounting practice of incorporating Flexsys's results into
Solutia's financial reports 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 sought damages and any equitable relief that the
court deemed proper. The consolidated action was automatically stayed with
respect to Solutia by virtue of Section 362(a) of the U.S. Bankruptcy Code.
In March 2005 the court issued a final order dismissing with prejudice the
complaint against the individual defendants, which became final when the
plaintiffs did not file an appeal of the dismissal within the applicable
appeals period, and the case was dismissed without prejudice as against
Solutia pending resolution of the bankruptcy case.

         Shareholder Derivative Suits. Two purported 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's 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 case for lack of prosecution. In late 2004, plaintiffs' filed
a motion to reinstate the actions which motion remains pending with no
further action yet taken by plaintiffs.

                                     97

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


CASH BALANCE PLAN LITIGATION

         Davis v. Solutia Inc. Employees' Pension Plan. On October 12, 2005,
three participants in the Solutia Inc. Employees' Pension Plan (the "Pension
Plan") commenced an action captioned Davis, et. al. v. Solutia, Inc.
Employees' Pension Plan, United States District Court for the Southern
District of Illinois, Case No. 3:05-CV-736-MJR. None of the Debtors, and no
individual or entity other than the Pension Plan, has been named as a
defendant in the litigation. The Davis plaintiffs allege that the Pension
Plan: (1) violates ERISA's prohibitions on reducing rates of benefit accrual
because of the attainment of any age; (2) results in the impermissible
forfeiture of accrued benefits under ERISA; (3) violates ERISA's present
value calculation rules for determining lump sum distributions; and (4)
violates the minimum accrual requirements of ERISA. The Davis plaintiffs
seek to obtain injunctive and other equitable relief (including money
damages awarded by the creation of a common fund) on behalf of themselves
and the nationwide putative class consisting of "all individuals who
currently participate or who formerly participated in the Pension Plan or
its predecessor plans at any time after December 31, 1996, and their
beneficiaries." The Pension Plan has moved to dismiss the Davis action for
plaintiffs' failure to exhaust administrative remedies and failure to join
necessary and indispensable parties. The Pension Plan also has moved to stay
all proceedings in the Davis action pending a determination by the Judicial
Panel on Multidistrict Litigation whether the Davis action will be
transferred to another court for consolidated pretrial proceedings. The
Pension Plan intends to continue to vigorously defend itself against any and
all claims asserted in the Davis litigation.

         Scharringhausen v. Solutia Employees' Pension Plan. On November 22,
2005, two additional participants in the Pension Plan commenced an action
captioned Scharringhausen, et. al. v. Solutia, Inc. Employees' Pension Plan,
et al., United States District Court for the Eastern District of Missouri,
Case No. 4:05-CV-02210-HEA. None of the Debtors, and except for the Solutia
Inc. Employee Benefits Plan Committee, no individual or entity other than
the Plan, has been named as a defendant in the litigation. The
Scharringhausen plaintiffs allege that the Pension Plan violates the same
statutory provisions in the same manner as alleged by plaintiffs in the
Davis action; and seek the same monetary, injunctive and equitable relief as
is sought in the Davis action on behalf of themselves and a nationwide
putative class consisting of "all individuals, excluding defendants, that
have participated in the Solutia Employees' Pension Plan or its predecessor
plan at any time on or after January 1, 1997 . . ., whose accrued or pension
benefits are based, in whole or in part, on the Pension Plan's cash balance
formula, and their beneficiaries." The Pension Plan has moved to dismiss the
Scharringhausen action for plaintiffs' failure to exhaust administrative
remedies and failure to join necessary and indispensable parties.

         On December 27, 2005, the Scharringhausen plaintiffs filed a motion
captioned In re Solutia Inc. Retiree Benefits "ERISA" Litigation, Judicial
Panel on Multidistrict Litigation, with the Judicial Panel on Multidistrict
Litigation asking the Panel to transfer the Davis action from the Southern
District of Illinois to the Eastern District of Missouri and to consolidate
the Davis action with the Scharringhausen action for all pretrial purposes.
The Pension Plan believes that the Davis and Scharringhausen actions can be
more efficiently handled if they are consolidated in the Eastern District of
Missouri. Accordingly, it filed a joinder in the transfer motion. However,
on January 24, 2006, the plaintiffs in Scharringhausen filed the
"Plaintiffs' Notice of the Voluntary Dismissal of the Scharringhausen Case
Pending in the United States District Court for the Eastern District of
Missouri Which Moots Defendants Motion to Stay All Proceedings [Doc. 38]".
On February 2, 2006, the Scharringhausen plaintiffs, individually and on
behalf of others similarly situated, refiled their complaint in the United
States District Court for the Southern District of Illinois, the same court
in which the Davis case is pending.

         Hammond v. Solutia Employees' Pension Plan. On February 15, 2006,
one additional participant in the Pension Plan commenced an action captioned
Juanita Hammond, et. al. v. Solutia, Inc. Employees' Pension Plan, United
States District Court for the Southern District of Illinois, Case No.
06-139-DEH. None of the Debtors has been named as a defendant in the
litigation. The Hammond plaintiff alleges that the Pension Plan violates the
same statutory provisions in the same manner as alleged by plaintiffs in the
Davis action; and seeks the same monetary, injunctive and equitable relief
as is sought in the Davis action on behalf of herself and a nationwide
putative class consisting of all similarly situated current and former
participants in the Pension Plan for whose pension benefits the Pension Plan
is responsible.

OTHER LEGAL PROCEEDINGS
-----------------------

         Dickerson v. Feldman. On October 7, 2004, a purported 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


                                     98

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Retirement Income Security Act of 1974 ("ERISA") and seeks to recover
alleged losses to 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 December 16, 1998 to 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's alleged involvement in the matters described above under "Flexsys
Related Litigation." The action seeks monetary payment to the SIP Plan to
make good 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 now
seeks to withdraw the reference of their ERISA claim from the bankruptcy
court to the district court so that the proof of claim and the class action
can be considered together by the District Court. On February 11, 2005,
Solutia filed an objection to the motion to withdraw the reference. On March
11, 2005, the District Court denied without prejudice Dickerson's motion to
withdraw the reference. The Dickerson plaintiffs subsequently amended their
initial complaint to add several current officers and directors of Solutia
as defendants. On July 5, 2005, the defendants filed motions to dismiss
Dickerson's amended complaint. The motions to dismiss are fully briefed and
are pending before the New York District Court. Dickerson also filed an
amended proof of claim in the amount of $290 against Solutia on September 1,
2005, based on his amended complaint. On September 7, 2005, Dickerson filed
a motion for class certification of his proof of claim. Solutia opposed that
motion which remains pending before the Bankruptcy Court.

         Solutia Inc. v. FMC Corporation. On October 14, 2003, Solutia filed
an action captioned Solutia Inc. v. FMC Corporation ("FMC") in Circuit Court
in St. Louis County, Missouri, against FMC over the failure of purified
phosphoric acid technology provided by FMC to Astaris, the 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 with the bankruptcy court a motion 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 has filed a motion
to dismiss Solutia's action based upon an alleged lack of standing. On
October 15, 2004, the court heard oral arguments on FMC's motion to dismiss.
On March 29, 2005, the New York District Court granted in part and denied in
part FMC's motion to dismiss. Specifically, the court dismissed with
prejudice three of Solutia's causes of action for breach of contract. The
New York District Court denied FMC's motion to dismiss Solutia's other
causes of action for breach of warranty, breach of fiduciary duty, negligent
misrepresentation, fraud and fraud in the inducement. In this action, FMC
does not have a counterclaim against Solutia or Astaris. The parties have
completed all fact discovery and have fully briefed and orally argued their
motions for summary judgment and are awaiting the court's ruling. The sale
of substantially all of the assets of Astaris to Israeli Chemicals Limited,
as further described herein, did not affect the claims asserted by Solutia
against FMC in this proceeding. Solutia is vigorously pursuing this action.

         Abbatiello v. Monsanto, Pharmacia and Solutia. On January 3, 2006,
Solutia received notice that an action, captioned Michael Abbatiello et al.
v. Monsanto Company, Pharmacia Corporation and Solutia Inc. (the "GE
Litigation"), was filed on December 26, 2005 in the Supreme Court of the
State of New York. The action was filed on behalf of 590 current General
Electric employees who work at its Schenectady, NY plant and states eleven
separate causes of action alleging that General Electric purchased various
PCB containing products from Monsanto which were used in the manufacture of
a variety of products including electric motors, generators, gas turbines,
wire and cable, insulating materials and microwave tubes. PCBs were later
detected in the various locations, including retention ponds, ground water,
and water treatment centers on the approximately 628 acre site. The
plaintiffs are seeking $1,000 in compensatory damages and $1,000 in punitive
damages for each cause of action for a total of $2,000. Solutia intends to
vigorously defend itself against the claims in this action and is evaluating
the merits of the GE Litigation and the potential liability, including costs
of defense, that might result. The GE Litigation is automatically stayed as
to Solutia pursuant to Section 362 of the U.S. Bankruptcy Code.

         Ferro Antitrust Investigation. 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


                                     99

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


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.

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 $71 and $78 as of December 31, 2005 and 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
Statement of Consolidated 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 both December 31,
2005 and 2004 for properties not owned or operated by Solutia. This
liability is classified as subject to compromise in the Statement of
Consolidated Financial Position as of both December 31, 2005 and 2004, as
Solutia currently believes it constitutes a pre-petition claim that will be
discharged in the bankruptcy process. Under the Plan and Relationship
Agreement, as between Monsanto and Solutia, Monsanto will accept financial
responsibility for environmental remediation obligations at all sites for
which Solutia was required to assume responsibility at the Solutia Spinoff
but which were never owned or operated by Solutia. This includes 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 will share financial responsibility
with Solutia for off-site remediation costs in Anniston, Alabama and Sauget,
Illinois. The EPA and/or Pharmacia are currently contesting the
enforceability of the automatic stay provisions with respect to the
Anniston, Alabama location (as more fully described in the Anniston Partial
Consent Decree disclosure above). Remediation activities are currently being
funded by Monsanto for certain of these properties not owned or operated by
Solutia. Monsanto's funding of these remediation activities may give rise to
a claim against Solutia which Monsanto may assert in Solutia's Chapter 11
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, method
and extent of remediation, existence of other potentially responsible
parties and future changes in technology. Solutia believes that the known
and unknown environmental matters, 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.

Astaris Joint Venture
---------------------

         On October 8, 2003 Solutia and Astaris, a 50/50 joint venture with
FMC Corporation ("FMC"), amended Astaris' external financing agreement to
release the Astaris lenders' security interests in certain Solutia assets in
exchange for Solutia's posting of a $67 letter of credit, representing fifty
percent of the Astaris lenders' outstanding commitments to Astaris. Solutia
used approximately $36 in 2004 for investment payments ("keepwell payments")
to keep the Astaris joint venture in compliance with its financial
covenants. There were no keepwell payments made in 2005. The remaining
commitment to Astaris was $10 as of December 31, 2004, which was
subsequently terminated as part of Astaris' refinancing of its credit
facility on February 8, 2005 (as further described below).

         Solutia and FMC had also agreed to allow Astaris to defer up to $27
of payment obligations to each of Solutia and FMC under existing operating
agreements and certain other agreements. The deferral amount outstanding
from Astaris to Solutia was $16 as of December 31, 2004. In February 2005,
this deferral agreement was terminated and all amounts outstanding were paid
in full in conjunction with the Astaris refinancing (as further described
below).

                                     100

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


         On February 8, 2005 Astaris refinanced its existing $20 credit
facility that was scheduled to expire in September 2005 with a new
three-year, $75 revolving credit facility. Among other items, the new credit
facility allowed Astaris to repay Solutia and FMC approximately $16 each
that had been deferred under existing operating agreements and certain other
agreements. Completion of the new facility also resulted in the release of a
$10 letter of credit back to Solutia that was previously established to
support prior keepwell arrangements that have now been terminated as part of
the new credit facility. Under the new credit facility Astaris was required
to delay certain payments to Solutia and FMC if it did not achieve certain
financial metrics, with repayment of such deferred amounts required once
Astaris achieves the required financial metrics. This requirement was
terminated as part of the sale by Astaris of a majority of its assets to ICL
in the fourth quarter 2005 (as described in Note 4).

UCB S.A. Settlement Agreement
-----------------------------

         On December 2, 2002 Solutia signed a definitive stock and asset
purchase agreement ("SAPA") to sell its resins, additives and adhesives
businesses to UCB S.A. ("UCB") for $500 in cash, plus an upfront payment of
$10 for a period of exclusivity. On January 31, 2003 the sale was completed.
In connection with the closing of the transactions contemplated under the
SAPA, Solutia and UCB entered into contracts for the provision of certain
goods and services to UCB following closing. After the closing, disputes
arose between the parties under these contracts and the SAPA, with each
party asserting that the other owed it certain sums. These disputes were
unresolved as of Solutia's Chapter 11 filing date. Solutia had approximately
$30 recorded for this liability as of December 31, 2004. As a result of
Solutia's Chapter 11 bankruptcy filing, this liability was classified as
subject to compromise in the Statement of Consolidated Financial Position.
On December 30, 2004 Solutia, UCB and Cytec Industries ("Cytec") entered
into an agreement to settle most of the contract disputes, subject to
bankruptcy court approval and closing of the stock and asset purchase
agreement between UCB and Cytec dated October 1, 2004. Pursuant to the
settlement agreement, among other things, UCB waived certain tax indemnity
and purchase price adjustment claims against Solutia arising under the SAPA.
The transactions contemplated under the stock and asset purchase agreement
between UCB and Cytec closed on March 1, 2005 and the bankruptcy court
entered an order approving the terms of the settlement agreement on March 2,
2005.

         The settlement agreement (i) resolved issues arising out of various
contracts entered into by Solutia in connection with the sale of Solutia's
resins, additives and adhesives business to UCB pursuant to the SAPA, and
(ii) required Solutia to assume certain of the foregoing contracts as
amended under the settlement agreement and to consent to the assignment to
Cytec of such contracts in connection with the sale of certain of UCB's
assets to Cytec pursuant to a stock and asset purchase agreement between UCB
and Cytec dated October 1, 2004. In exchange for Solutia's assumption of
certain contracts and consent to UCB's assignment thereof to Cytec, UCB
waived (i) certain tax indemnity and purchase price adjustment claims
against Solutia arising under the SAPA, and (ii) all pre-petition claims
against Solutia for amounts allegedly due UCB for accounts receivable
collected by Solutia on behalf of UCB. Also, certain monetary disputes
arising under the SAPA and certain other contracts between Solutia and UCB
were resolved. In addition, UCB retained its unliquidated tax indemnity
claim against Solutia, and Solutia reserved any and all of its rights to
object to or otherwise dispute such claim as part of the claims resolution
process in its bankruptcy case. Overall, the net impact of this settlement
agreement resulted in an approximate $28 gain in the first quarter 2005
recorded within Reorganization Items, net in the Statement of Consolidated
Operations.

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,
assumption or rejection of executory contracts, determination as to the
value of any collateral securing claims, proofs of claims 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 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


                                     101

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


as compared to court proceedings, with the result being that Solutia may
retain certain obligations currently classified as subject to compromise in
the Statement of Consolidated Financial Position.


22. SUPPLEMENTAL DATA

         Supplemental income statement and cash flow data from continuing
operations were:


<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31,
                                                                 ------------------------------------------------------------------
INCOME STATEMENT:                                                        2005                  2004                  2003
----------------                                                 ------------------------------------------------------------------
<S>                                                                     <C>                  <C>                   <C>
Raw material and energy costs .........................                 $1,551               $1,429                $1,088
Employee compensation and benefits ....................                    526                  613                   664
Depreciation expense ..................................                    106                  114                   121
Amortization of capitalized computer software..........                     10                   11                    13
Taxes other than income................................                     60                   76                    76
Rent expense ..........................................                     24                   26                    29
Provision for doubtful accounts (net of recoveries)....                      5                    2                     5
Research and development...............................                    $41                  $40                   $46

Interest expense:
   Total interest cost ................................                    $87                 $116                  $121
   Less capitalized interest ..........................                      3                    3                     1
                                                                 ------------------------------------------------------------------
Net interest expense ..................................                    $84                 $113                  $120

Cash Flow:
---------
Cash payments for interest (net of amounts capitalized)                    $84                  $86                   $99
Cash payments for income taxes.........................                     11                   12                    16
Cash payments for reorganization items (a).............                     65                   44                    --

The effect of exchange rate changes on cash and cash equivalents was not
significant.

<FN>
(a) Cash payments for reorganization items were included in Cash Provided by
(Used in) Operations in the Statement of Consolidated Cash Flows in 2005 and
2004.
</TABLE>





                                    102

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



23. SEGMENT AND GEOGRAPHIC DATA

         Solutia, together with its subsidiaries, is a global manufacturer
and marketer of a variety of high-performance chemical-based materials,
which are used in a broad range of consumer and industrial applications.
Solutia manages its business in two segments: Performance Products and
Services and Integrated Nylon. The Performance Products and Services segment
is a world leader in performance films for laminated safety glass and
after-market applications, and specialties such as water treatment
chemicals, heat transfer fluids and aviation hydraulic fluid. The Integrated
Nylon segment consists of an integrated family of nylon products including
high-performance polymers and fibers. The major products and services by
reportable segment are as follows:

<TABLE>
<CAPTION>
         PERFORMANCE PRODUCTS AND SERVICES                         INTEGRATED NYLON
         ---------------------------------                         ----------------
<S>                                                      <C>
SAFLEX(R) and VANCEVA(R) plastic interlayer              Nylon intermediate "building block"
                                                         chemicals
Polyvinyl butyral for KEEPSAFE(R), and KEEPSAFE
MAXIMUM(R) laminated window glass                        Nylon resins and polymers, including
                                                         VYDYNE(R) and ASCEND(R)
LLUMAR(R), VISTA(R) GILA(R) and FORMULA ONE(R)
professional and retail window films                     Carpet fibers, including the WEAR-DATED(R)
                                                         and ULTRON(R) brands
THERMINOL(R) heat transfer fluids
                                                         Industrial nylon fibers
DEQUEST(R) water treatment chemicals

SKYDROL(R) aviation hydraulic fluids and SKYKLEEN(R)
brand of aviation solvents

ASTROTURF(R), CLEAN MACHINE(R), and CLEARPASS(R)
entrance matting and automotive spray suppression
flaps

Services for process research and development,
scale-up manufacturing and small volume licensed
production for the pharmaceutical industry
</TABLE>

         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.





                                    103

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



Solutia's 2005, 2004 and 2003 segment information follows:

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                ----------------------------------------------------------------------
                                       2005                    2004                    2003
                                ----------------------------------------------------------------------

                                   NET      PROFIT         NET        PROFIT        NET     PROFIT
                                  SALES     (LOSS)        SALES       (LOSS)      SALES     (LOSS)
SEGMENT:                          -----     ------        -----       ------      -----     ------
<S>                             <C>         <C>         <C>          <C>          <C>       <C>
   Performance Products and
     Services...................  $1,183     $130         $1,109     $  52        $1,038     $ (39)
   Integrated Nylon.............   1,642      (26)         1,588       (59)        1,392       (59)
                                  ------     ----         ------     -----        ------     -----
SEGMENT TOTALS..................   2,825      104          2,697        (7)        2,430       (98)
RECONCILIATION TO
  CONSOLIDATED TOTALS:
    Corporate expenses..........              (63)                     (89)                   (268)
    Equity earnings (loss)
     from affiliates............               94                      (27)                   (134)
    Interest expense............              (84)                    (113)                   (120)
    Other income, net...........                1                       --                       6
    Loss on debt modification...               --                      (15)                     --
    Reorganization items, net...              (27)                     (71)                     (1)
CONSOLIDATED TOTALS:
                                  ------                  ------                  ------
    NET SALES...................  $2,825                  $2,697                  $2,430
                                  ======     ----         ======     -----        ======     -----
    INCOME (LOSS) BEFORE
      INCOME TAXES .............             $ 25                    $(322)                  $(615)
                                             ====                    =====                   =====


<CAPTION>
                                                         AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                          ----------------------------------------------------------------------------------------------------------
                                       2005                                2004                                2003
                          ----------------------------------------------------------------------------------------------------------
                                               DEPRECIATION                        DEPRECIATION                         DEPRECIATION
                                    CAPITAL        AND                  CAPITAL        AND                  CAPITAL         AND
                          ASSETS  EXPENDITURES AMORTIZATION  ASSETS   EXPENDITURES AMORTIZATION   ASSETS  EXPENDITURES  AMORTIZATION
SEGMENT:                  ------  ------------ ------------  ------   ------------ ------------   ------  ------------  ------------
<S>                       <C>        <C>          <C>        <C>         <C>          <C>         <C>        <C>           <C>
    Performance Products
      and Services....... $  832     $  52        $  44      $  866      $  44        $  45       $  861     $  24         $  51
    Integrated Nylon.....    668        26           69         713         15           76          812        53            80
                          ------     -----        -----      ------      -----        -----       ------     -----         -----
SEGMENT TOTALS........... $1,500     $  78        $ 113      $1,579      $  59        $ 121       $1,673     $  77         $ 131
RECONCILIATION TO
  CONSOLIDATED TOTALS:
    Unallocated amounts..    484         3            4         497          2            6          773         1             6
                          ------     -----        -----      ------      -----        -----       ------     -----         -----
CONSOLIDATED TOTALS...... $1,984     $  81        $ 117      $2,076      $  61        $ 127       $2,446     $  78         $ 137
                          ======     =====        =====      ======      =====        =====       ======     =====         =====
</TABLE>


         Solutia's geographic information for the year ended December 31,
2005, 2004 and 2003 follows:

<TABLE>
<CAPTION>
                                                                                 PROPERTY, PLANT AND
                                                    NET SALES                      EQUIPMENT, NET
                                       ------------------------------------    ------------------------
                                           2005        2004         2003           2005         2004
                                           ----        ----         ----           ----         ----

<S>                                       <C>         <C>          <C>             <C>          <C>
U.S..............................         $1,667      $1,559       $1,475          $674         $701
Other countries..................          1,158       1,138          955           130          140
                                          ------      ------       ------          ----         ----
CONSOLIDATED TOTALS..............         $2,825      $2,697       $2,430          $804         $841
                                          ======      ======       ======          ====         ====
</TABLE>


24. SUBSEQUENT EVENTS

         Solutia announced in February 2006 that it received a fully
underwritten commitment for $825 of debtor-in-possession ("DIP") financing,
maturing March 31, 2007. This represents a $300 increase and more than a
nine-month extension over Solutia's current DIP financing. The increased
availability under the DIP financing provides Solutia with additional
liquidity for operations and the ability to fund mandatory pension payments
that are coming due in 2006. The DIP


                                    104

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

financing can be repaid by Solutia at any time without prepayment penalties.
The Bankruptcy Court entered an order approving this amendment on March 14,
2006.


         On March 1, 2006, pursuant to a stock purchase agreement among
Solutia, Vitro S.A. de C.V. ("Vitro") and Vitro Plan, a wholly-owned
subsidiary of Vitro, Solutia completed the acquisition of Vitro Plan's entire
51 percent stake in Quimica (originally formed in 1996 as a joint venture
between Vitro, Vitro Plan, and Solutia) for approximately $20 in cash. As a
result of this agreement, Solutia became the sole owner of Quimica and its
plastic interlayer plant located in Puebla, Mexico. Pursuant to the purchase
agreement, Solutia and Vitro Plan (or its affiliates) also entered into
supply agreements under which Solutia will provide Vitro and certain of its
affiliates with 100 percent of their requirements for most SAFLEX(R) plastic
interlayer products for up to five years.


25. QUARTERLY DATA -- UNAUDITED

<TABLE>
<CAPTION>
                                                                 FIRST        SECOND        THIRD       FOURTH       TOTAL
                                                                QUARTER      QUARTER       QUARTER      QUARTER       YEAR
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>          <C>           <C>          <C>        <C>
Net Sales........................................     2005        $733         $747          $676         $669       $2,825
                                                      2004        $643         $699          $677         $678       $2,697

Gross Profit.....................................     2005         107          104            81           46          338
                                                      2004          71           44            91           17          223

Income (Loss) before Cumulative Effect of Change
  in Accounting Principle........................     2005          21           14           (15)          (9)          11
                                                      2004        (100)         (98)          (18)        (100)        (316)

Cumulative Effect of Change in Accounting
  Principle, net of tax..........................     2005          --           --            --           (3)          (3)

Net Income (Loss)................................     2005          21           14           (15)         (12)           8
                                                      2004        (100)         (98)          (18)        (100)        (316)

Basic and Diluted Income (Loss) per share:

Income (Loss) before Cumulative Effect of Change
  in Accounting Principle........................     2005        0.20         0.13         (0.14)       (0.09)        0.11
                                                      2004       (0.96)       (0.94)        (0.17)       (0.96)       (3.02)

Net Income (Loss)................................     2005        0.20         0.13         (0.14)       (0.12)        0.08
                                                      2004       (0.96)       (0.94)        (0.17)       (0.96)       (3.02)

Common Stock Price:
              2005...............................     HIGH        1.73         1.37          0.86         0.70         1.73
                                                      LOW         0.58         0.33          0.53         0.34         0.33

              2004...............................     High        0.59         0.40          0.32         1.39         1.39
                                                      Low         0.19         0.23          0.24         0.15         0.15
</TABLE>

         In 2005 and 2004 certain events affecting comparability were
recorded in Reorganization Items, net in the Statement of Consolidated
Operations. A comparison of reorganization items for these periods
respectively is provided in Note 3. Charges and gains recorded in 2005 and
2004 and other events affecting comparability recorded outside of
reorganization items have been summarized below.

         In the first quarter of 2005, there were no events, other than
those recorded in Reorganization Items, net within the Statement of
Consolidated Operations, that significantly affected comparability. Net
income in the second quarter of 2005


                                    105

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


included charges of $1 for various restructuring charges principally related
to the closure of Solutia's chlorobenzenes operations as well as certain
other non-strategic operations; and $5 for a one-time non-operational gain
incurred by the Flexsys joint venture. Net loss in the third quarter of 2005
included a $3 loss from the net pension and other postretirement benefit
plan curtailments and settlements. Net loss in the fourth quarter of 2005
included $1 for restructuring charges related principally to severance and
retraining costs; $3 for restructuring charges at the Astaris and Flexsys
joint ventures; a $50 net gain on sale as a result of the Astaris joint
venture divestiture of assets; and $10 of net pension settlement charges.

         Net loss in the first quarter of 2004 included charges of $5 for
various restructuring charges principally related to the closure of
Solutia's chlorobenzenes operations as well as certain other non-strategic
operations; $11 for restructuring charges at the Astaris and Flexsys joint
ventures; $25 for the write-off of unamortized debt issuance costs related
to debt facilities retired in January 2004; and $15 loss on the modification
of Solutia's Euronotes. Net loss in the second quarter of 2004 included
charges of $12 for various restructuring charges principally related to the
closure of Solutia's chlorobenzenes operations as well as certain other
non-strategic operations; $7 for restructuring charges at the Astaris and
Flexsys joint ventures; and $63 of net pension settlement and curtailment
charges. Net loss in the third quarter of 2004 included a $1 gain from the
favorable settlement of reserves established in 2003 related to the closure
of non-strategic facilities; $32 gain from the net pension and other
postretirement benefit plan curtailments and settlements; $7 loss resulting
from damage at certain plant sites from hurricanes experienced in the U.S.;
and $27 for restructuring charges at the Astaris and Flexsys joint ventures.
Net loss in the fourth quarter of 2004 included charges of $28 to write down
goodwill and other identifiable intangible assets and $12 for the write-down
of certain assets, both within the Pharmaceutical Services business; $1 for
various restructuring charges principally related to the closure of
Solutia's chlorobenzenes operations as well as certain other non-strategic
operations; $4 for restructuring charges at the Astaris and Flexsys joint
ventures; $4 of net pension settlement and curtailment charges; $1 loss
resulting from damage at certain plant sites from hurricanes experienced in
the U.S.; and $1 loss on sale of the assets of Axio Research Corporation.

         Under SFAS No. 128, Earnings per Share, the quarterly and total
year calculations of basic and diluted loss per share are based on weighted
average shares outstanding for that quarterly or total year period,
respectively. As a result, the sum of basic and diluted loss per share for
the quarterly periods may not equal total year loss per share.


26. 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 the holders 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 as of 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") 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 December 31, 2005 and
December 31, 2004, and for the years ended December 31, 2005, 2004 and 2003.
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.




                                    106

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
                                           Consolidating Statement of Operations
                                                Year Ended December 31, 2005

<CAPTION>
                                                 Parent Only                       Non-                       Consolidated
                                                 Solutia Inc.    Guarantors     Guarantors   Eliminations     Solutia Inc.
                                                 ------------    ----------     ----------   ------------     ------------

<S>                                                 <C>            <C>            <C>          <C>                <C>
NET SALES...............................            $2,086         $ 176          $ 964        $(401)             $2,825
Cost of goods sold......................             2,019            83            813         (428)              2,487
                                                    ------         -----          -----        -----              ------
GROSS PROFIT............................                67            93            151           27                 338

Marketing expenses......................                82            23             37           --                 142
Administrative expenses.................                61             8             29           --                  98
Technological expenses..................                40             3              2           --                  45
Amortization of intangible assets.......                --            --              1           --                   1

                                                    ------         -----          -----        -----              ------
OPERATING INCOME (LOSS).................              (116)           59             82           27                  52

Equity earnings (loss) from affiliates..               195            44             (6)        (137)                 96
Interest expense........................               (62)           --            (49)          27                 (84)
Other income, net.......................                10            15             37          (52)                 10
Reorganization items, net...............               (45)           --             (4)          --                 (49)

                                                    ------         -----          -----        -----              ------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
  (BENEFIT).............................               (18)          118             60         (135)                 25
Income tax expense (benefit)............               (27)           30             11           --                  14

                                                    ------         -----          -----        -----              ------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
   IN ACCOUNTING PRINCIPLE...............                9            88             49         (135)                 11
Cumulative Effect of Change in Accounting
  Principle, net of tax.................                (1)           --             (2)          --                  (3)

                                                    ------         -----          -----        -----              ------
NET INCOME..............................            $    8         $  88          $  47        $(135)             $    8
                                                    ======         =====          =====        =====              ======
</TABLE>


<TABLE>
                                   Consolidating Statement of Comprehensive Income (Loss)
                                                Year Ended December 31, 2005

<CAPTION>
                                                  Parent Only                      Non-                       Consolidated
                                                 Solutia Inc.     Guarantors    Guarantors   Eliminations     Solutia Inc.
                                                 ------------     ----------    ----------   ------------     ------------

<S>                                                 <C>            <C>            <C>          <C>                <C>
NET INCOME..............................            $   8          $  88          $ 47         $(135)             $    8
OTHER COMPREHENSIVE INCOME (LOSS):
Currency translation adjustments........              (11)           (14)          (20)           34                 (11)
Net realized loss on derivative
  instruments...........................               (1)            --            --            --                  (1)
Minimum pension liability adjustments,
  net of tax............................               (6)            --             4            (4)                 (6)
                                                    -----          -----          ----         -----              ------
COMPREHENSIVE INCOME (LOSS).............            $ (10)         $  74          $ 31         $(105)             $  (10)
                                                    =====          =====          ====         =====              ======
</TABLE>





                                     107

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
                                           Consolidating Statement of Operations
                                                Year Ended December 31, 2004

<CAPTION>
                                                 Parent Only                       Non-                       Consolidated
                                                 Solutia Inc.    Guarantors     Guarantors   Eliminations     Solutia Inc.
                                                 ------------    ----------     ----------   ------------     ------------

<S>                                                 <C>            <C>            <C>          <C>                <C>
NET SALES...............................            $2,010         $ 164          $ 898        $ (375)            $2,697
Cost of goods sold......................             2,021            85            763          (395)             2,462
                                                    ------         -----          -----        ------             ------
GROSS PROFIT............................               (11)           79            135            20                223

Marketing expenses......................                88            22             34            (1)               143
Administrative expenses.................                63             8             31            --                102
Technological expenses..................                40             2              2            --                 44
Amortization of intangible assets.......                --            --              2            --                  2
Impairment of intangible assets.........                --            --             28            --                 28

                                                    ------         -----          -----        ------             ------
OPERATING INCOME (LOSS).................              (202)           47             38            21                (96)

Equity earnings (loss) from affiliates..                43           (22)           (14)          (33)               (26)
Interest expense........................              (154)           --            (52)           93               (113)
Other income, net.......................                19            75             22          (115)                 1
Loss on debt modification...............                --            --            (15)           --                (15)
Reorganization items, net...............               (73)           --             --            --                (73)

                                                    ------         -----          -----        ------             ------
INCOME (LOSS) BEFORE INCOME TAX
  EXPENSE (BENEFIT).....................              (367)          100            (21)          (34)              (322)
Income tax expense (benefit)............               (51)           45             --            --                 (6)

                                                    ------         -----          -----        ------             ------
NET INCOME (LOSS).......................            $ (316)        $  55          $ (21)       $  (34)            $ (316)
                                                    ======         =====          =====        ======             ======
</TABLE>


<TABLE>
                                   Consolidating Statement of Comprehensive Income (Loss)
                                                Year Ended December 31, 2004

<CAPTION>
                                                 Parent Only                       Non-                       Consolidated
                                                 Solutia Inc.    Guarantors     Guarantors   Eliminations     Solutia Inc.
                                                 ------------    ----------     ----------   ------------     ------------

<S>                                                <C>              <C>          <C>            <C>             <C>
NET INCOME (LOSS).......................           $ (316)          $ 55         $ (21)         $ (34)          $ (316)
OTHER COMPREHENSIVE INCOME (LOSS):
Currency translation adjustments........               15             14            28            (42)              15
Minimum pension liability adjustments,
  net of tax............................              (18)            --            (9)             9              (18)
                                                   ------           ----         -----          -----           ------
COMPREHENSIVE INCOME (LOSS).............           $ (319)          $ 69         $  (2)         $ (67)          $ (319)
                                                   ======           ====         =====          =====           ======
</TABLE>




                                     108

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
                                           Consolidating Statement of Operations
                                                Year Ended December 31, 2003

<CAPTION>
                                                 Parent Only                       Non-                       Consolidated
                                                 Solutia Inc.    Guarantors     Guarantors   Eliminations     Solutia Inc.
                                                 ------------    ----------     ----------   ------------     ------------

<S>                                                 <C>            <C>            <C>           <C>                <C>
NET SALES...............................            $1,839         $ 146          $ 776         $(331)            $2,430
Cost of goods sold......................             1,973            67            680          (350)             2,370
                                                    ------         -----          -----         -----             ------
GROSS PROFIT............................              (134)           79             96            19                 60

Marketing expenses......................               105            20             31            --                156
Administrative expenses.................               100             7             35            --                142
Technological expenses..................                49             3              1            --                 53
Amortization of intangible assets.......                --            --              3            --                  3
Impairment of intangible assets.........                --            --             78            --                 78

                                                    ------         -----          -----         -----             ------
OPERATING INCOME (LOSS).................              (388)           49            (52)           19               (372)

Equity loss from affiliates.............              (114)          (65)            (5)           51               (133)
Interest expense........................              (169)           (6)           (60)          115               (120)
Other income, net.......................                17            89             34          (129)                11
Reorganization items, net...............                (1)           --             --            --                 (1)

                                                    ------         -----          -----         -----             ------
INCOME (LOSS) BEFORE INCOME TAX
  EXPENSE (BENEFIT).....................              (655)           67            (83)           56               (615)
Income tax expense (benefit)............               325            53            (18)            5                365

                                                    ------         -----          -----         -----             ------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS............................              (980)           14            (65)           51               (980)
Loss from Discontinued Operations, net
  of tax................................                (2)         (108)          (109)          217                 (2)
                                                    ------         -----          -----         -----             ------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
  OF CHANGE IN ACCOUNTING PRINCIPLE.....              (982)          (94)          (174)          268               (982)
Cumulative Effect of Change in
  Accounting Principle, net of tax......                (5)           --             --            --                 (5)

                                                    ------         -----          -----         -----             ------
NET LOSS................................            $ (987)        $ (94)         $(174)        $ 268             $ (987)
                                                    ======         =====          =====         =====             ======

</TABLE>


<TABLE>
                                       Consolidating Statement of Comprehensive Loss
                                                Year Ended December 31, 2003

<CAPTION>
                                                 Parent Only                       Non-                       Consolidated
                                                 Solutia Inc.    Guarantors     Guarantors   Eliminations     Solutia Inc.
                                                 ------------    ----------     ----------   ------------     ------------

<S>                                                <C>             <C>            <C>            <C>             <C>
NET LOSS................................           $ (987)         $ (94)         $ (174)        $ 268           $ (987)
OTHER COMPREHENSIVE LOSS:
Currency translation adjustments........               55             59              31           (90)              55
Minimum pension liability adjustments,
  net of tax............................               19             --              (1)            1               19
                                                   ------          -----          ------         -----           ------
COMPREHENSIVE LOSS......................           $ (913)         $ (35)         $ (144)        $ 179           $ (913)
                                                   ======          =====          ======         =====           ======
</TABLE>




                                     109

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
                                                Consolidating Balance Sheet
                                                     December 31, 2005


<CAPTION>
                                                  Parent Only                     Non-                       Consolidated
                                                 Solutia Inc.    Guarantors    Guarantors    Eliminations    Solutia Inc.
                                                 ------------    ----------    ----------    ------------    ------------
<S>                                                <C>          <C>            <C>           <C>               <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................         $     1      $    15        $    91       $     --          $   107
Trade receivables, net....................               6          118            129             --              253
Intercompany receivables..................             115          754             89           (958)              --
Miscellaneous receivables.................              67           --             29             --               96
Inventories...............................             143           31            107            (14)             267
Prepaid expenses and other assets.........              23           --              9              3               35
                                                   -------      -------        -------       --------          -------
   TOTAL CURRENT ASSETS...................             355          918            454           (969)             758

PROPERTY, PLANT AND EQUIPMENT, NET........             589           84            131             --              804
INVESTMENTS IN AFFILIATES.................           2,291          209             13         (2,308)             205
GOODWILL..................................              --           72              4             --               76
IDENTIFIED INTANGIBLE ASSETS, NET.........               2           26              7             --               35
INTERCOMPANY ADVANCES.....................             128        1,238            703         (2,069)              --
OTHER ASSETS..............................              62           --             44             --              106
                                                   -------      -------        -------       --------          -------
   TOTAL ASSETS...........................         $ 3,427      $ 2,547        $ 1,356       $ (5,346)         $ 1,984
                                                   =======      =======        =======       ========          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIT)
CURRENT LIABILITIES:
Accounts payable..........................         $   167      $     9        $    47       $     (1)         $   222
Intercompany payables.....................             108           12            111           (231)              --
Accrued liabilities.......................             144           13             83             --              240
Short-term debt...........................             300           --             --             --              300
Intercompany short-term debt..............              --           --            182           (182)              --
                                                   -------      -------        -------       --------          -------
TOTAL CURRENT LIABILITIES.................             719           34            423           (414)             762

LONG-TERM DEBT............................              --           --            247             --              247
INTERCOMPANY LONG-TERM DEBT...............              --           --            402           (402)              --
OTHER LIABILITIES.........................             201           --             52             --              253
                                                   -------      -------        -------       --------          -------
TOTAL LIABILITIES NOT SUBJECT TO
  COMPROMISE..............................             920           34          1,124           (816)           1,262

LIABILITIES SUBJECT TO COMPROMISE.........           3,961          407             21         (2,213)           2,176

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)       2,106            211         (2,317)            (113)
Accumulated other comprehensive loss......             (93)          --             --             --              (93)
Accumulated deficit.......................          (1,054)          --             --             --           (1,054)
                                                   -------      -------        -------       --------          -------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)......          (1,454)       2,106            211         (2,317)          (1,454)
                                                   -------      -------        -------       --------          -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIT)...............................         $ 3,427      $ 2,547        $ 1,356       $ (5,346)         $ 1,982
                                                   =======      =======        =======       ========          =======
</TABLE>



                                    110

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



<TABLE>
                                               Consolidating Balance Sheet
                                                    December 31, 2004

<CAPTION>
                                                  Parent Only                     Non-                       Consolidated
                                                 Solutia Inc.    Guarantors    Guarantors    Eliminations    Solutia Inc.
                                                 ------------    ----------    ----------    ------------    ------------
<S>                                                <C>          <C>            <C>           <C>               <C>
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
                                                   =======      =======        =======       ========          =======
</TABLE>



                                     111

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



<TABLE>
                                      Consolidating Condensed Statement of Cash Flows
                                               Year Ended December 31, 2005


<CAPTION>
                                                Parent Only                       Non-                      Consolidated
                                                Solutia Inc.    Guarantors     Guarantors   Eliminations    Solutia Inc.
                                                ------------    ----------     ----------   ------------    ------------

<S>                                               <C>            <C>             <C>           <C>             <C>
CASH FROM (USED IN) OPERATIONS..............      $ (148)        $    60         $   64        $   --          $   (24)
                                                  ------         -------         ------        ------          -------

INVESTING ACTIVITIES:
Property, plant and equipment purchases.....         (46)            (13)           (22)           --              (81)
Investment proceeds and property disposals,
  net.......................................          79              --              2            --               81
                                                  ------         -------         ------        ------          -------
CASH FROM (USED IN) INVESTING ACTIVITIES....          33             (13)           (20)           --               --
                                                  ------         -------         ------        ------          -------

FINANCING ACTIVITIES:
Net change in cash collateralized letters
  of credit..................................         17              --             --            --               17
Changes in investments and advances from
  (to) affiliates...........................          59             (41)           (18)           --               --
Deferred debt issuance costs................          (1)             --             --            --               (1)
                                                  ------         -------         ------        ------          -------
CASH FROM (USED IN) FINANCING ACTIVITIES....          75             (41)           (18)           --               16
                                                  ------         -------         ------        ------          -------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...............................         (40)              6             26            --               (8)

CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR...........................          43               7             65            --              115
                                                  ------         -------         ------        ------          -------
END OF YEAR.................................       $   3         $    13         $   91        $   --          $   107
                                                   =====         =======         ======        ======          =======
</TABLE>





                                     112

<PAGE>
<PAGE>

                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



<TABLE>
                                      Consolidating Condensed Statement of Cash Flows
                                               Year Ended December 31, 2004


<CAPTION>
                                                Parent Only                       Non-                      Consolidated
                                                Solutia Inc.    Guarantors     Guarantors   Eliminations    Solutia Inc.
                                                ------------    ----------     ----------   ------------    ------------

<S>                                                <C>             <C>            <C>          <C>              <C>
CASH FROM (USED IN) OPERATIONS..............       $ (53)          $ 91           $  3         $  --            $  41
                                                   -----           ----           ----         -----            -----

INVESTING ACTIVITIES:
Property, plant and equipment purchases.....         (27)           (10)           (24)           --              (61)
Acquisition and investment payments, net
  of cash acquired..........................         (36)            --             --            --              (36)
                                                   -----           ----           ----         -----            -----
CASH USED IN INVESTING ACTIVITIES...........         (63)           (10)           (24)           --              (97)
                                                   -----           ----           ----         -----            -----

FINANCING ACTIVITIES:
Net change in short-term debt obligations...        (361)            --             --            --             (361)
Proceeds from issuance of long term debt
  obligations...............................         300             --             --            --              300
Net change in cash collateralized letters
  of credit.................................          87             --             --            --               87
Changes in investments and advances from
  (to) affiliates...........................          37            (94)            57            --               --
Deferred debt issuance costs ...............          (9)            --             (5)           --              (14)
                                                   -----           ----           ----         -----            -----
CASH FROM (USED IN) FINANCING ACTIVITIES....          54            (94)            52            --               12
                                                   -----           ----           ----         -----            -----

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...............................         (62)           (13)            31            --              (44)

CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR...........................         105             20             34            --              159
                                                   -----           ----           ----         -----            -----
END OF YEAR.................................       $  43           $  7           $ 65         $  --            $ 115
                                                   =====           ====           ====         =====            =====
</TABLE>





                                     113

<PAGE>
<PAGE>


                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
                                      Consolidating Condensed Statement of Cash Flows
                                               Year Ended December 31, 2003


<CAPTION>
                                                Parent Only                       Non-                      Consolidated
                                                Solutia Inc.    Guarantors     Guarantors   Eliminations    Solutia Inc.
                                                ------------    ----------     ----------   ------------    ------------

<S>                                               <C>              <C>            <C>          <C>             <C>
CASH FROM (USED IN) OPERATIONS..............      $ (175)          $  98          $  41        $   --          $   (36)
                                                  ------           -----          -----        ------          -------

INVESTING ACTIVITIES:
Property, plant and equipment purchases.....         (61)             (2)           (15)           --              (78)
Acquisition and investment payments, net
  of cash acquired..........................         (63)             --             --            --              (63)
Investment proceeds and property disposals,
  net.......................................         174              --            305            --              479
                                                  ------           -----          -----        ------          -------
CASH FROM (USED IN) INVESTING ACTIVITIES....          50              (2)           290            --              338
                                                  ------           -----          -----        ------          -------

FINANCING ACTIVITIES:
Net change in short-term debt obligations...         128              --           (125)           --                3
Net change in cash collateralized letters
  of credit.................................        (121)             --             --            --             (121)
Deferred debt issuance costs................         (31)             --             --            --              (31)
Changes in investments and advances from
  (to) affiliates...........................         265             (76)          (189)           --               --
Other financing activities..................         (11)             --             --            --              (11)
                                                  ------           -----          -----        ------          -------
CASH FROM (USED IN) FINANCING ACTIVITIES....         230             (76)          (314)           --             (160)
                                                  ------           -----          -----        ------          -------

INCREASE IN CASH AND CASH EQUIVALENTS.......         105              20             17            --              142

CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR...........................          --              --             17            --               17
                                                  ------           -----          -----        ------          -------
END OF YEAR.................................      $  105           $  20          $  34        $   --          $   159
                                                  ======           =====          =====        ======          =======
</TABLE>




                                    114

<PAGE>
<PAGE>


                                SOLUTIA INC.
                           (DEBTOR-IN-POSSESSION)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


ITEM 9A.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         As of December 31, 2005, Solutia carried out an evaluation, under
the supervision and with the participation of its 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. Based upon that evaluation, the chief executive officer and chief
financial officer concluded that as of December 31, 2005, 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.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

                              MANAGEMENT REPORT


         Management of Solutia Inc. and its subsidiaries (the "Company") is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934. Solutia's internal control over financial
reporting is a process designed by, or under the supervision of, Solutia's
principal executive and principal financial officers and effected by
Solutia's board of directors, management and other personnel 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. Solutia's internal control
over financial reporting includes those policies and procedures that:

                  (i) pertain to the maintenance of records that, in
         reasonable detail, accurately and fairly reflect the transactions
         and dispositions of the assets of Solutia;

                  (ii) provide reasonable assurance that transactions are
         recorded as necessary to permit preparation of financial statements
         in accordance with generally accepted accounting principles, and
         that receipts and expenditures of Solutia are being made only in
         accordance with authorizations of management and directors of
         Solutia; and

                  (iii) provide reasonable assurance regarding prevention or
         timely detection of unauthorized acquisition, use or disposition of
         Solutia's assets that could have a material effect on the financial
         statements.

         Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

         Management assessed the effectiveness of Solutia's internal control
over financial reporting as of December 31, 2005. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal
Control-Integrated Framework. Based on our assessment and those criteria,
management believes that Solutia maintained effective internal control over
financial reporting as of December 31, 2005.

         Solutia's independent auditors have issued an attestation report on
management's assessment of Solutia's internal control over financial
reporting. This report appears on page 116.




                                    115

<PAGE>
<PAGE>


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of Solutia Inc.:


     We have audited management's assessment, included in the accompanying
Management Report, that Solutia Inc. and subsidiaries (Debtor-In-Possession)
(the "Company") maintained effective internal control over financial
reporting as of December 31, 2005, based on criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control-Integrated Framework. The Company's management is
responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.


     We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating management's
assessment, testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinions.


     A company's internal control over financial reporting is a process
designed by, or under the supervision of, the company's principal executive
and principal financial officers, or persons performing similar functions,
and effected by the company's board of directors, management, and other
personnel 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. A
company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.


     Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not
be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial
reporting to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.


     In our opinion, management's assessment that the Company maintained
effective internal control over financial reporting as of December 31, 2005,
is fairly stated, in all material respects, based on criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control-Integrated Framework. Also in our opinion, the
Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2005, based on the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework.


     We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated
financial statements and financial statement schedule as of and for the year
ended December 31, 2005 of the Company and our report dated March 13, 2006,
expressed an unqualified opinion on those financial statements and included
explanatory paragraphs regarding the Company's filing for reorganization
under Chapter 11 of the United States Bankruptcy Code, substantial doubt
about the Company's ability to continue as a going concern, and changes in
accounting principles.


/s/ Deloitte & Touche LLP
-------------------------

St. Louis, Missouri
March 13, 2006



                                    116

<PAGE>
<PAGE>




ITEM 9B. OTHER INFORMATION

         Solutia and Kent J. Davies have agreed to a form of employment
agreement (the "Agreement") with respect to Mr. Davies employment by Solutia
as a Senior Vice President and President, CPFilms. Solutia expects to file a
motion with the Bankruptcy Court for approval of the Agreement in the near
future. If there are no objections to the motion, the Agreement will be
approved by the Bankruptcy Court approximately 20 days after the motion for
approval is filed. The Agreement will be signed and effective upon receipt
of Bankruptcy Court approval (the "Approval Date").

         The term of the Agreement (the "Employment Period") is from the
Approval Date until 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. Under the Agreement, Mr. Davies will receive an annual
base salary of not less than $300,000. Mr. Davies will participate in
Solutia's annual incentive program with a target annual bonus opportunity of
100% of his annual base salary. Mr. Davies 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.

         If Solutia terminates Mr. Davies' employment other than for
Cause, or Mr. Davies 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") and (d) an amount equal
to 200% of his annual base salary ("Severance Payment"), provided that he
waives any and all claims against Solutia and its subsidiaries. Mr. Davies
will also be entitled to any other benefits or amounts, excluding severance
or separation pay or benefits, for which he is 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. Davies' employment terminates because of death or Disability, he or
his estate, as applicable, will receive the Accrued Obligations and the
Other Benefits. If Solutia terminates Mr. Davies' employment for Cause, or
Mr. Davies terminates his employment other than for Good Reason, Solutia
will be obligated to pay him only the Accrued Obligations and the Other
Benefits.

         The Agreement also contains provisions relating to
non-competition, protection of Solutia's confidential information and
non-solicitation of Solutia's employees.

         The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a
copy of which is attached hereto as Exhibit 10(y).




                                    117

<PAGE>
<PAGE>

                                  PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The following table shows information about Solutia's directors on
March 1, 2006:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Name, Age, Year First                                      Principal Occupation and Other Business
Became a Solutia Director       Other Directorships        Experience Since At Least January 1, 2000
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>
Jeffry N. Quinn, 47             None                       President, Chief Executive Officer and Director since May, 2004.
2004                                                       Named Chairman of the Board on February 22, 2006. Mr. Quinn previously
                                                           served as Solutia's Senior Vice President, General Counsel and Chief
                                                           Restructuring Officer from 2003 to 2004. Prior to joining Solutia,
                                                           Mr. Quinn served from 2000 to 2002 as Executive Vice President, Chief
                                                           Administrative Officer and General Counsel of Premcor Inc., one of
                                                           the largest independent petroleum refiners and suppliers of unbranded
                                                           transportation fuels, heating oil, petrochemical feedstocks, petroleum
                                                           coke and other petroleum products in the United States.

----------------------------------------------------------------------------------------------------------------------------------
Paul H. Hatfield, 70            Bunge Limited;             Principal of Hatfield Capital Group, a private investment company.
1997                            Maritz, Inc.;              Previously, Mr. Hatfield served as Chairman of the Board, President
                                Penford Corporation        Executive Officer of Petrolite Corporation, a specialty
                                                           chemical company offering integrated technologies with products and
                                                           services which are used primarily in energy-related industries,
                                                           including chemical treatment programs, performance-enhancing
                                                           additives, process equipment, engineering services and polymers used
                                                           as additives in a wide range of industrial and consumer product
                                                           applications, from 1995 through 1997.

----------------------------------------------------------------------------------------------------------------------------------
Robert H. Jenkins, 62           AK Steel Holdings          Retired Chairman of the Board and Chief Executive Officer, Sundstrand
1997                            Corporation; CLARCOR       Corporation.  Previously, Mr. Jenkins served as Chairman of the
                                Inc.; Jason Inc.;          Board and Chief Executive Officer, Sundstrand Corporation, a
                                Sentry Insurance           multinational organization engaged in the design, manufacture, and
                                                           sale of a variety of proprietary, technology-based components and
                                                           systems for diversified international markets, from 1997 through 1999.

----------------------------------------------------------------------------------------------------------------------------------
Philip R. Lochner, 62           Adelphia Communications    Mr. Lochner served as Senior Vice President and Chief Administrative
2002                            Corporation; Apria         Officer of Time Warner Inc., a leading media and entertainment
                                Healthcare Group Inc.;     company, from 1991 through 1998 and as Commissioner of the United
                                CLARCOR Inc.; CMS Energy   States Securities and Exchange Commission from 1990 through 1991.
                                Corporation; GTECH
                                Holdings Corporation

----------------------------------------------------------------------------------------------------------------------------------
Frank A. Metz, Jr., 72          None                       Retired Senior Vice President, Finance and Planning and Chief
1997                                                       Financial Officer, International Business Machines Corporation.
                                                           Previously served as Senior Vice President, Finance and Planning and
                                                           Chief Financial Officer, International Business Machines Corporation
                                                           (IBM), the world's largest information technology company, business
                                                           and technology services company, consulting services organization,
                                                           information technology research organization, and financier of
                                                           information technology, from 1986 through 1993 and as a Director of
                                                           IBM from 1991 through 1993.

----------------------------------------------------------------------------------------------------------------------------------
J. Patrick Mulcahy, 62          Energizer Holdings, Inc.   Vice Chairman, Energizer Holdings, Inc., one of the world's largest
1999                                                       manufacturers of primary batteries, flashlights and men's and women's
                                                           wet-shave products.  Mr. Mulcahy previously served as Chief Executive
                                                           Officer of Energizer Holdings, Inc. from 2000 through 2005.  Prior to
                                                           that, Mr. Mulcahy served as Chairman and Chief Executive Officer,
                                                           Eveready Battery Company Inc., a subsidiary of Ralston Purina
                                                           Company, from 1987 through 2000.

----------------------------------------------------------------------------------------------------------------------------------
Sally G. Narodick, 60           Cray Inc.; Penford         President, Narodick Consulting, an educational technology and
2000                            Corporation; Puget         e-learning consulting firm, from 2000 through 2004.  Ms. Narodick
                                Energy, Inc., and its      previously served as Chief Executive Officer of Apex Learning, Inc.,
                                wholly owned subsidiary,   an educational software company, from its founding in 1998 until 2000.
                                Puget Sound Energy,
                                Inc.; SumTotal Systems,
                                Inc.

----------------------------------------------------------------------------------------------------------------------------------
John B. Slaughter, 71           Northrop Grumman Corp.     President and Chief Executive Officer, National Action Council for
1997                                                       Minorities in Engineering, Inc. (a non-profit corporation). Mr.
                                                           Slaughter previously served as the Irving R. Melbo professor of
                                                           leadership in education at the University of Southern California and
                                                           President Emeritus of Occidental College from 1999 through 2000; as
                                                           President of Occidental College from 1988 through 1999; as Chancellor
                                                           of the University of Maryland from 1982 through 1988; and as Director
                                                           of the National Science Foundation from 1980 through 1982.

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     118

<PAGE>
<PAGE>

         The above listed individuals were elected for staggered three-year
terms, or until their successors are duly elected and have qualified, or
until their earlier death, resignation or removal. Mr. Quinn serves as
chairman of the board and Mr. Hatfield serves as the lead non-employee
director. Normally, the elected term of office for Messrs. Quinn, Jenkins
and Metz would expire in April 2006, the elected terms for Messrs. Hatfield
and Mulcahy and Mrs. Narodick would have expired in April 2005; the elected
term for Mr. Lochner and Dr. Slaughter would have expired in April 2004, and
on that date, Mr. Metz and Dr. Slaughter would normally have retired in
accordance with Solutia's retirement policy for non-employee directors.
However, as a result of Solutia's Chapter 11 filing, Solutia did not hold a
shareholders' meeting to elect directors in 2004 or 2005 and does not expect
to do so in 2006. Therefore, we anticipate that the current directors will
remain in office beyond April 2006. However, a new board of directors is
expected to be appointed pursuant to the Plan upon Solutia's emergence from
bankruptcy, which is expected to occur in mid- to late-2006.

         Solutia's board of directors has determined that all its
non-employee directors - Messrs. Hatfield, Jenkins, Lochner, Metz, Mulcahy,
Mrs. Narodick and Dr. Slaughter - are independent under the board's
categorical independence standards. A copy of these standards is attached to
this report as Exhibit 99.1.

OFFICERS

         The following table shows information about Solutia's executive
officers on March 1, 2006:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position with       Year First Became an           Other Business Experience Since At Least January 1, 2001
Solutia                           Executive Officer of Solutia
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                            <C>
Jeffry N. Quinn, 47               2003                           President, Chief Executive Officer and Director since May,
President, Chief Executive                                       2004. Named Chairman of the Board on February 22, 2006.
Officer and Chairman                                             Mr. Quinn previously served as Solutia's Senior Vice
of the Board                                                     President, General Counsel and Chief Restructuring Officer from
                                                                 2003 to 2004. Prior to joining Solutia, Mr. Quinn served from
                                                                 2000 to 2002 as Executive Vice President, Chief Administrative
                                                                 Officer and General Counsel of Premcor Inc., one of the
                                                                 largest independent petroleum refiners and suppliers of
                                                                 unbranded transportation fuels, heating oil, petrochemical
                                                                 feedstocks, petroleum coke and other petroleum products in the
                                                                 United States.

----------------------------------------------------------------------------------------------------------------------------------
Kent J. Davies, 42                2006                           Senior Vice President and President, CPFilms since January
Senior Vice President and                                        2006.  Mr. Davies previously served as Senior Vice President,
President, CPFilms                                               Marketing, R&D and Regulatory, for United Industries Corp., a
                                                                 global consumer products company, from 2002 through 2005 and
                                                                 Senior Vice President, Marketing of United Industries Corp.,
                                                                 from 2001 through 2002.  Prior to that, Mr. Davies was General
                                                                 Manager, Global Medical Non-Wovens Business for Kimberly-Clark
                                                                 Corp., a global health and hygiene company, from 2000 through
                                                                 2001.

----------------------------------------------------------------------------------------------------------------------------------
Luc De Temmerman, 51              2003                           Senior Vice President and President, Performance Products since
Senior Vice President and                                        2005. Mr. De Temmerman is a long-time Solutia employee who has
President, Performance Products                                  previously served as Senior Vice President and Chief Operating
                                                                 Officer from 2004 through 2005; Vice President and General
                                                                 Manager, Performance Products, from 2003 through 2004; Worldwide
                                                                 Commercial Director for Laminated Glazing Products and Services,
                                                                 from 2001 through 2002; and Business Director,
                                                                 Saflex-Europe/Africa, from 2000 through 2001.

----------------------------------------------------------------------------------------------------------------------------------
Rosemary L. Klein, 38             2004                           Senior Vice President, General Counsel and Secretary since
Senior Vice President, General                                   2004.  Ms. Klein served as Solutia's Vice President, Secretary
Counsel and Secretary                                            and General Counsel, Corporate and External Affairs in 2004
                                                                 and Assistant General Counsel in 2003. Previously, Ms. Klein
                                                                 served as Assistant General Counsel and Secretary of Premcor
                                                                 Inc., one of the largest independent petroleum refiners and
                                                                 suppliers of unbranded transportation fuels, heating oil,
                                                                 petrochemical feedstocks, petroleum coke and other petroleum
                                                                 products in the United States, from 2000 through 2003.

----------------------------------------------------------------------------------------------------------------------------------
James M. Sullivan, 45             2004                           Senior Vice President, Chief Financial Officer and Treasurer
Senior Vice President, Chief                                     since 2004.  Mr. Sullivan previously served as Solutia's Vice
Financial Officer and Treasurer                                  President and Controller from 1999 through 2004. Prior to
                                                                 that, he worked in the former Monsanto Company's finance
                                                                 organization for over thirteen years.

----------------------------------------------------------------------------------------------------------------------------------
James R. Voss, 39                 2005                           Senior Vice President, Business Operations since March, 2005.
Senior Vice President,                                           Previously, Mr. Voss served as Senior Vice President and
Business Operations                                              Chief Administrative Officer of Premcor Inc., one of the
                                                                 largest independent petroleum refiners and suppliers of
                                                                 unbranded transportation fuels, heating oil, petrochemical
                                                                 feedstocks, petroleum coke and other petroleum products in the
                                                                 United States, from 2000 through 2005.

----------------------------------------------------------------------------------------------------------------------------------
Jonathon P. Wright, 46            2005                           Senior Vice President and President, Integrated Nylon since
Senior Vice President and                                        March 2005.  Previously, Mr. Wright served as a Vice President
President, Integrated Nylon                                      for Charles River Associates, an international economic and
                                                                 business consulting firm, from 2002 through 2005 where he worked
                                                                 extensively in the petrochemical, specialty chemical and related
                                                                 process industries. Prior to that, Mr. Wright was a Managing
                                                                 Director of Arthur D. Little's North American Strategy and
                                                                 Organizational Consulting business from 1997 through 2002. Prior
                                                                 to consulting, Mr. Wright was a Senior Manager of British Gas in
                                                                 various operating, commercial and strategic roles.

----------------------------------------------------------------------------------------------------------------------------------


                                     119

<PAGE>
<PAGE>

Max W. McCombs, 53                2004                           Vice President, Environment, Safety and Health ("ESH") since
Vice President, Environment,                                     2004. Mr. McCombs is a long-time Solutia employee who has
Safety and Health ("ESH")                                        previously served as Solutia's Director, ESH, from 2002
                                                                 through 2004; Nylon ESH and Public Affairs Lead, from 2000
                                                                 through 2002; and Chairman, Solutia ESH Council, from 1999
                                                                 through 2000.

----------------------------------------------------------------------------------------------------------------------------------
Robert T. DeBolt, 45              2005                           Vice President of Strategy since 2005.  Mr. DeBolt is a
Vice President of Strategy                                       long-time Solutia employee who previously served as the
                                                                 Controller for the Integrated Nylon business from 2001 through
                                                                 2004.

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The above listed individuals are elected to the offices set
opposite their names to hold office until their successors are duly elected
and have qualified, or until their earlier death, resignation or removal.


AUDIT AND FINANCE COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERT

         The members of Solutia's Audit and Finance Committee, which met
nine times in 2005, are Mr. Metz, chairman; Mr. Mulcahy, Mrs. Narodick and
Dr. Slaughter. Solutia's board of directors has concluded that each member
of the committee is independent within the meaning of Rule 10A-3 of the
Exchange Act of 1934 and the New York Stock Exchange's listing standards.
The board has also concluded that Mr. Metz is an audit committee financial
expert, as that term is defined in the rules issued under the Sarbanes-Oxley
Act of 2002.

         The purpose of the committee is to assist the board in overseeing
the integrity of Solutia's financial statements, Solutia's compliance with
legal and regulatory requirements, the qualifications and independence of
the independent auditor, the performance of the independent auditor and
Solutia's internal audit function, and Solutia's systems of disclosure
controls and internal controls over financial reporting, and to prepare the
report required by the rules of the U.S. Securities and Exchange Commission.

         Among the committee's responsibilities is the selection of
Solutia's independent auditor.

         The committee's written charter sets out the functions the
committee is to perform, in light of the Sarbanes-Oxley Act of 2002 and the
rules of the New York Stock Exchange.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934 requires
Solutia's directors and executive officers to file reports of holdings and
transactions in Solutia's common stock with the Securities and Exchange
Commission. During 2005, all reports required by Solutia's directors and
executive officers under Section 16(a) of the Securities Exchange Act of
1934 were made in a timely manner.

CODE OF ETHICS

         Solutia's board of directors has adopted a Code of Ethics for
Senior Financial Officers. This code applies to Solutia's chief executive
officer and the other senior officers who have financial responsibilities,
including Solutia's chief financial officer, treasurer, controller and
general counsel. This code was filed as an exhibit to Solutia's Annual
Report on Form 10-K for the year ending December 31, 2003. Any amendments
to, or waivers from, the provisions of this code will be posted to the
"Investor" section of Solutia's web site: www.solutia.com.

LEGAL PROCEEDINGS

         For a description of litigation pending against certain former
officers of Solutia see the first paragraph under "Other Legal Proceedings"
on page 24 above.




                                    120

<PAGE>
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table shows information about the compensation of
Solutia's chief executive officer and four most highly compensated executive
officers other than the chief executive officer who were serving as
executive officers at December 31, 2005.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                        Long-Term Compensation
                                                                                ----------------------------------------
                                            Annual Compensation                          Awards              Payouts
                              ------------------------------------------------------------------------------------------
         (a)                  (b)         (c)           (d)           (e)          (f)           (g)          (h)         (i)
                                                                     Other
                                                                    Annual      Restricted   Securities                All Other
       Name and                                                     Compen-       Stock      Underlying       LTIP      Compen-
      Principal                         Salary         Bonus        sation        Awards       Options      Payouts     sation
       Position               Year        ($)          ($)(1)         ($)          ($)           (#)          ($)       ($)(2)
----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>           <C>            <C>          <C>          <C>           <C>        <C>
J. N. Quinn (3)               2005       500,000      1,470,000          -0-          -0-          -0-          -0-      $15,230
President, Chief Executive    2004       443,269      1,470,000          -0-          -0-          -0-          -0-       10,098
Officer and Chairman of       2003       290,909        200,000          -0-          -0-       65,000          -0-        9,603
the Board

----------------------------------------------------------------------------------------------------------------------------------

L. De Temmerman (4)           2005       365,926(8)     544,500      217,506(11)      -0-          -0-          -0-       96,689(12)
Senior Vice President and     2004       338,035(8)     705,074(10)   39,135(11)      -0-          -0-          -0-          258
President, Performance        2003       275,424(8)     225,019(10)   46,156(11)      -0-       50,000          -0-          228
Products

----------------------------------------------------------------------------------------------------------------------------------

J. M. Sullivan (5)            2005       325,000        555,000                                                          $15,230
Senior Vice President,        2004       249,327        500,000          -0-          -0-          -0-          -0-       10,098
Chief Financial Officer
and Treasurer
----------------------------------------------------------------------------------------------------------------------------------

J. R. Voss (6)                2005      $237,500       $483,333          -0-          -0-          -0-          -0-     $426,537(13)
Senior Vice President,
Business Operations

----------------------------------------------------------------------------------------------------------------------------------

J. P. Wright (7)              2005      $271,555(9)     588,889          -0-          -0-          -0-          -0-       $6,938
Senior Vice President and
President, Integrated Nylon
----------------------------------------------------------------------------------------------------------------------------------

<FN>
(1)      Included in this column as 2005 compensation are awards under the 2005
         Solutia Annual Incentive Plan as follows: Mr. Quinn - $1,470,000;
         Mr. De Temmerman - $544,500; Mr. Sullivan - $555,000; Mr. Voss -
         $483,333; and Mr. Wright - $588,889.

         Included in this column as 2004 compensation are awards under the 2004
         Solutia Annual Incentive Plan as follows: Mr. Quinn - $1,470,000;
         Mr. De Temmerman - $705,074; and Mr. Sullivan - $500,000

         Included as 2003 compensation are special recognition awards for
         2003 that were paid in mid-year 2004 and a $200,000 special
         recognition award to Mr. Quinn that was paid in 2003.

(2)      Contributions to thrift/savings plans, as follows: Mr. Quinn -
         $14,700; Mr. Sullivan - $14,700; Mr. Voss - $1,750; and Mr. Wright -
         $6,666

         Cost of executive travel accident protection for each executive
         officer named in this table: $272.

(3)      Mr. Quinn became president, chief executive officer and director
         effective May 3, 2004 and was named Chairman of the Board in
         February, 2006. He joined Solutia on January 13, 2003.

(4)      Mr. De Temmerman became an executive officer of Solutia on January 1,
         2003.

(5)      Mr. Sullivan became an executive officer of Solutia on May 3, 2004.
         Therefore, his compensation for 2003, including his special
         recognition award for 2003, is not included in this table.

(6)      Mr. Voss became an executive officer of Solutia on March 16, 2005.


                                    121

<PAGE>
<PAGE>

(7)      Mr. Wright became an executive officer of Solutia on March 16,
         2005.

(8)      Mr. De Temmerman was based in Belgium through the end of January,
         2005. Therefore, he was paid in euros through January 31, 2005. His
         salary for January 2005, 2004 and 2003 has been converted into U.S.
         dollars at the weighted average exchange rate of 1.31531 U.S.
         dollars to 1 euro for January 2005, 1.23531 U.S. dollars to 1 euro
         for 2004 and 1.12115 U.S. dollars to 1 euro for 2003.

(9)      Includes $133,895 of base salary paid to Mr. Wright indirectly
         through Charles River and Associates from March 16, 2005 through
         September 1, 2005.

(10)     Mr. De Temmerman's bonuses for 2004 and 2003 were paid in euros.
         For 2004 his bonus has been converted into U.S. dollars at the
         weighted average exchange rate of 1.23531 U.S. dollars to 1 euro;
         for 2003, at the weighted average exchange rate of 1.12115 U.S.
         dollars to 1 euro.

(11)     The amount for 2005 consists of: $30,000 for a cost of living
         allowance; $50,000 for a global business allowance; $9,176 for a
         customary Belgian representation allowance; $11,249 for a
         children's allowance mandated by the Belgian government; $7,000
         reimbursement for financial planning and tax preparation services;
         $3,571 for a travel allowance; $106,060 for tax equalization
         payments, net of hypothetical taxes; and $450 of miscellaneous
         compensation. The amount for 2004 consists of: $9,932 for a
         customary Belgian representation allowance; $17,028 in automobile
         leasing payments; and $12,175 for a children's allowance mandated
         by the Belgian government. The amount for 2003 consists of: an
         $11,837 grossed-up reimbursement for certain taxes; $9,014 for a
         customary Belgian representation allowance; $14,255 in automobile
         leasing payments; and $11,050 for a children's allowance mandated
         by the Belgian government. All amounts for 2004 and 2003 have been
         converted from euros at the weighted average exchange rate of
         1.23531 U.S. dollars to 1 euro for 2004 and 1.12115 U.S. dollars to
         1 euro for 2003.

(12)     Includes relocation cost reimbursements of $83,500 and related tax
         gross-ups of $12,917.

(13)     Includes a special signing bonus of $250,000, relocation cost
         reimbursements of $108,373 and related tax gross-ups of $66,142.

</TABLE>



                                    122

<PAGE>
<PAGE>

AGGREGATED OPTION EXERCISES IN 2005 AND YEAR-END OPTION VALUES

         The following table shows information about unexercised options
held by named executive officers on December 31, 2005. There were no options
exercised by the named executive officers during 2005, and none of the
options held by them at the end of 2005 were "in the money." Solutia's
currently filed plan of reorganization provides for cancellation of its
existing shares of common stock, as well as options and warrants to purchase
its common stock. Therefore, 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.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
      (a)          (b)               (c)                   (d)                      (e)

                                                        Number of
                                                        Securities                Value of
                                                        Underlying              Unexercised
                                                        Unexercised             In-the-Money
                                                     Options at FY-End       Options at FY-End
                                                           (#)                      ($)
                  Shares                        ----------------------------------------------
                Acquired on     Value Realized         Exercisable/             Exercisable/
      Name      Exercise (#)          ($)              Unexercisable            Unexercisable
----------------------------------------------------------------------------------------------
<S>             <C>              <C>                 <C>                     <C>
J. N. Quinn        -0-                N/A             25,000/40,000               -0-/-0-
----------------------------------------------------------------------------------------------
L. De Temmerman    -0-                N/A             73,216/60,000               -0-/-0-
----------------------------------------------------------------------------------------------
J. M. Sullivan     -0-                N/A            100,515/47,668               -0-/-0-
----------------------------------------------------------------------------------------------
J. R. Voss         -0-                N/A                -0-/-0-                  -0-/-0-
----------------------------------------------------------------------------------------------
J. P. Wright       -0-                N/A                -0-/-0-                  -0-/-0-
----------------------------------------------------------------------------------------------
</TABLE>

PENSION PLANS

         The named executive officers are eligible for benefits payable
under the defined benefit pension plans applicable to Solutia's regular
full-time employees. An executive's benefits are based on his service, if
any, with Pharmacia prior to the spinoff of Solutia and service with Solutia
since the spinoff. Solutia's defined benefit pension plans for its U.S.
employees consist of two accounts: a "Prior Plan Account" (for those
employees who earned benefits under Pharmacia's pension plan before the
spinoff) and a "Cash Balance Account." Both accounts were frozen as of June
30, 2004, with only interest credits being applied to the accounts after
June 30, 2004.

         The opening balance of the Prior Plan Account was the December 31,
1996 present value of the executive's lump sum retirement benefit earned
prior to January 1, 1997, under Pharmacia's defined benefit pension plans,
calculated using the assumption that the monthly benefit would be payable at
age 55 with no reduction for early payment. The formula used to calculate
the opening balance was the greater of 1.4% (1.2% for executives hired on or
after April 1, 1986) of average final compensation multiplied by years of
service, without reduction for Social Security or other offset amounts, or
1.5% of average final compensation multiplied by years of service, less a
50% Social Security offset. Average final compensation for purposes of
determining the opening balance was the greater of (1) average compensation
received during the 36 months of employment with Pharmacia prior to 1997 or
(2) average compensation received during the highest three of the five
calendar years of employment with Pharmacia prior to 1997. Until June 30,
2004, for each year of the executive's continued employment with Solutia
(including all of 1997), the executive's Prior Plan Account increased by 4%
to recognize that prior plan benefits would have grown as a result of pay
increases. As a result of the plan freeze, the 4% annual increases to the
Prior Plan Account were eliminated for service after June 30, 2004. The
Prior Plan Account is credited with 8.5% interest each year until the
executive reaches age 55.

         Until June 30, 2004, for each year during which the executive was
employed by Solutia, 3% of annual compensation (salary and annual bonus) in
excess of the Social Security wage base and a percentage, based on age, of
annual compensation were credited to the Cash Balance Account. The
applicable percentages and age ranges were: 3% before age 30, 4% for ages 30
to 39, 5% for ages 40 to 44, 6% for ages 45 to 49, and 7% for age 50 and
over. In addition, the Cash Balance Account of executives who earned
benefits under Pharmacia's defined benefit pension plans before 1997 was
credited each year (for up to ten years based on prior years of service with
Pharmacia before 1997) during which the executive was employed by Solutia
(including all of 1997) with an amount equal to a percentage (based on age)
of annual compensation. The applicable percentages and age ranges were: 2%
before age 30, 3% for ages 30 to 39, 4% for ages 40 to 44, 5% for ages 45 to
49, and 6% for age 50 and over. As a result of the plan freeze, all credits
to the Cash Balance Account that are based on annual compensation were
eliminated for compensation earned after June 30, 2004. The Cash Balance
Account was credited with interest each year based on the 30-year treasury
rate. In light of the discontinuance of the 30-year treasury rate, the Cash
Balance Account is currently credited with an interest rate determined and
published by the Internal Revenue Service to serve as a proxy for the
30-year treasury rate.

                                    123

<PAGE>
<PAGE>


         The estimated annual benefits payable as a single life annuity
beginning at age 65 (assuming that each executive officer remains employed
by Solutia until age 65) are as follows: Mr. Quinn, $6,076; and Mr.
Sullivan, $69,155.

         The following table shows the annual normal retirement benefits
payable under the pension plan applicable to Mr. De Temmerman and other
employees of Solutia's Belgian subsidiary. The benefit levels in the table
assume retirement at age 65 and payment in the form of a single life
annuity. Remuneration is an average of the final three years of pay,
excluding vacation pay and bonuses. Compensation used for pension formula
purposes equates to salary reported in column (c) of the Summary
Compensation Table minus the amount attributable to vacation pay
(approximately $24,055 for 2005, $22,415 for 2004 and $18,041 for 2003). The
benefit formula is integrated with the Belgian social security earnings
ceiling, and the amounts shown in the table reflect integration based on the
current Belgian social security ceiling.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                   Years of Service
Remuneration              ----------------------------------------------------------
(in U.S.$)                      15          20         25          30         35
------------------------------------------------------------------------------------
<S>                           <C>         <C>        <C>         <C>        <C>
125,000                        23,506      31,341     39,176      47,012     54,847
------------------------------------------------------------------------------------
150,000                        30,499      40,666     50,832      60,999     71,165
------------------------------------------------------------------------------------
175,000                        37,493      49,990     62,488      74,985     87,483
------------------------------------------------------------------------------------
200,000                        44,486      59,315     74,144      88,972    103,801
------------------------------------------------------------------------------------
225,000                        51,480      68,639     85,799     102,959    120,119
------------------------------------------------------------------------------------
250,000                        58,473      77,964     97,455     116,946    136,437
------------------------------------------------------------------------------------
300,000                        72,460      96,613    120,766     144,920    169,073
------------------------------------------------------------------------------------
400,000                       100,433     133,911    167,389     200,867    234,345
------------------------------------------------------------------------------------
450,000                       114,420     152,560    190,701     228,841    266,981
------------------------------------------------------------------------------------
500,000                       128,407     171,210    214,012     256,814    299,617
------------------------------------------------------------------------------------
</TABLE>

         As of January 1, 2006, Mr. De Temmerman had 21.33 years of credited
service and final average earnings of $313,488, as converted from euros
using a rate of 1.24060 U.S. dollars per euro, the weighted average exchange
rate for 2005.


AGREEMENTS WITH CURRENT AND FORMER NAMED EXECUTIVE OFFICERS

         The descriptions below are only summaries of the agreements that
Solutia has with its named executive officers and are qualified in their
entirety by the actual agreements, copies of which have been filed with the
Securities and Exchange Commission and are identified in the Exhibit Index
to this Annual Report on Form 10-K.

Senior Executive Retention Agreements

         Effective July 19, 2004, Solutia entered into agreements with Mr.
Quinn, Mr. De Temmerman and Mr. Sullivan. The Senior Executive Agreements
were approved by Solutia's board of directors and the bankruptcy court. On
April 21, 2005, upon bankruptcy court approval, Solutia entered into amended
and restated employment agreements with Mr. Quinn and Mr. Sullivan, each
dated July 19, 2004. The agreement with Mr. De Temmerman and the ameded and
restated agreements with Mr. Quinn and Mr. Sullivan are collective referred
to as the "Senior Executive Agreements".

         The Senior Executive Agreements provide for a minimum annual base
salary for each of these three executives retroactively to May 5, 2004 and
during the Employment Period, i.e., the period from July 19, 2004 until the
six month anniversary of the Emergence Date (as described below). The Senior
Executive Employment Agreements provide that Mr. Quinn's annual base salary
will be not less than $500,000; Mr. De Temmerman's not less than euro
289,519 (corresponding to USD $350,000 at the exchange rate of 1.2089); and
Mr. Sullivan's not less than $325,000 (representing an increase in annual
base salary from $250,000 to $325,000, retroactive to January 1, 2005, as
provided by the April 21, 2005 amendment). Each of these executives is
entitled to participate in Solutia's annual incentive program with each
having a target annual bonus opportunity of a percentage of his annual base
salary. For Mr. Quinn, the percentage is 150%; for Mr. De Temmerman, 100%;
and for Mr. Sullivan, 75%. Each is also 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 the applicable
savings, retirement, welfare benefit and vacation plans.

         The Senior Executive Agreements provide for eligibility for a
special emergence bonus at such time, if ever, at which the bankruptcy court
shall have confirmed a plan of reorganization of Solutia Inc. under Chapter
11 of the U.S. Bankruptcy Code and such plan shall have become effective
(the "Emergence Date"), if the executives are employed by Solutia (or a
subsidiary of Solutia) on the Emergence Date. If the executives are employed
by Solutia on the six-month anniversary of the Emergence Date, or shall have
been terminated by Solutia without Cause (as defined in the Senior Executive
Agreements), or shall have resigned for Good Reason (as defined in the
Senior Executive Agreements), or shall have died or been terminated for
Disability (as defined

                                    124

<PAGE>
<PAGE>

in the Senior Executive Agreements), they shall be entitled to receive from
Solutia a special emergence bonus. For Mr. Quinn the bonus will be equal to
50% of the bonus pool as determined in accordance with the terms of the
Solutia Inc. Emergence Incentive Bonus Program ("Emergence Incentive Bonus
Program") described in an attachment to the Senior Executive Agreements; for
Mr. De Temmerman, 30%, and for Mr. Sullivan, 20%. Under the Emergence
Incentive Bonus Program, the amount of the entire bonus pool cannot exceed
$7.5 million. Funding of the bonus pool will depend upon the achievement of
three performance measures: EBITDA, Enterprise Value and Unsecured Creditor
Recoveries (all as defined and described in the Emergence Incentive Bonus
Program). Solutia's board of directors, in its discretion, may elect to pay
the bonuses in shares of Solutia common stock in lieu of cash. If the
executive voluntarily terminates his employment other than for Good Reason
or is terminated for Cause between the Emergence Date and the six-month
anniversary thereof, then he shall forfeit his right to receive the special
emergence bonus.

         If, during the Employment Period, Solutia terminates any of these
executives other than for Cause, or any of these executives terminates his
employment for Good Reason, Solutia will pay such executive: (a) any unpaid
but accrued base salary through the Date of Termination (as defined in the
Senior Executive Agreements), (b) any unpaid annual bonus earned with
respect to the previous year, and (c) any unpaid accrued vacation pay
(collectively, "Accrued Obligations"). In addition, if the Date of
Termination occurs before the Emergence Date, Mr. De Temmerman would receive
an amount equal to 125% of his annual base salary immediately prior to his
Date of Termination, and Mr. Quinn and Mr. Sullivan would receive an amount
equal to 200% of his respective annual base salary immediately prior to his
respective Date of Termination (an increase from 125% to 200% being provided
for by the April 21, 2005 amendment), provided that they waive any and all
claims against Solutia and its subsidiaries. The executives 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
they participate (collectively, "Other Benefits"). If employment terminates
because of death or Disability, the executive or his estate, as applicable,
will receive Accrued Obligations and Other Benefits.

         The Senior Executive Agreements also contain provisions relating to
non-competition, protection of Solutia's confidential information and
non-solicitation of Solutia employees.

International Assignment Agreement with Mr. De Temmerman

         Effective January 11, 2005, Solutia and Mr. De Temmerman entered
into a letter agreement regarding the relocation of Mr. De Temmerman from
Belgium to St. Louis, Missouri. The letter agreement provides for certain
allowances (goods and services, housing and utilities, moving costs,
automobile, family travel) so that Mr. De Temmerman will be made whole with
respect to the costs incurred as a result of his relocation assignment. The
letter agreement also provides that such assignment to St. Louis does not
constitute Good Reason under his Senior Executive Agreement.

Employment Agreement with Mr. Voss

         Effective August 1, 2005, Solutia entered into an employment
agreement with Mr. Voss that was approved by Solutia's board of directors
and the bankruptcy court. The term of the agreement (the "Employment
Period") is from August 1, 2005 until the six month anniversary of the
Emergence Date (as hereinafter described). The agreement provides for a
minimum annual base salary of $300,000. Mr. Voss is entitled to participate
in Solutia's annual incentive program with a target annual bonus opportunity
of 75% of his annual base salary. Mr. Voss 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 agreement provides that if Mr. Voss 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), 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 (the "Emergence Bonus"), such amount being the maximum
amount of the bonus pool established under the agreement for Mr. Voss, 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 Mr. Voss 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's employment other than for Cause,
or Mr. Voss terminates his employment for Good Reason (as defined in the
agreement), 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
                                    125

<PAGE>
<PAGE>

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 will also be entitled to any other benefits or amounts, excluding
severance or separation pay or benefits, for which he is 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's employment 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's employment for Cause, or Mr. Voss
terminates his employment other than for Good Reason, Solutia will be
obligated to pay him only the Accrued Obligations and the Other Benefits.

         The agreement also contains provisions relating to non-competition,
protection of Solutia's confidential information and non-solicitation of
Solutia's employees.

Employment Agreement with Mr. Wright

         Effective August 1, 2005, Solutia entered into an employment
agreement with Mr. Wright that was approved by Solutia's board of directors
and the bankruptcy court. The term of the agreement (the "Employment
Period") is from August 1, 2005 until the six month anniversary of the
Emergence Date (as hereinafter described). The agreement provides for a
minimum annual base salary of $350,000. Mr. Wright is entitled to
participate in Solutia's annual incentive program with a target bonus
opportunity of 100% of his annual base salary. 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.

         The agreement provides that if Mr. Wright 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 $1,500,000 (the "Emergence Bonus"), such
amount being the maximum amount of the bonus pool established under the
agreement for Mr. Wright 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 Mr. Wright 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. Wright's employment other than for Cause,
or Mr. Wright terminates his employment for Good Reason (as defined in the
agreement), 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. Wright will also be entitled to any other benefits
or amounts, excluding severance or separation pay or benefits, for which he
is 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. Wright's employment 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.
Wright's employment for Cause, or Mr. Wright 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.

Retention Agreements with Other Key Employees

         In addition to the retention agreements with the named executive
officers described above, Solutia has instituted a Key Employee Retention
Program, approved by the bankruptcy court, for approximately 190 employees
consisting of senior level personnel, critical managers and technical
personnel who provide essential management and other necessary services. The
purpose of the program is to provide the key employees with competitive
financial incentives to remain employees of Solutia throughout the
critical stages of the Chapter 11 case and assume the additional
administrative and operational burdens resulting from the case. The
retention agreements with these employees provide for a cash retention award
calculated as a multiple (25%, 50%, 75% or 100%, depending on the employee)
of the key employee's base annual salary. The awards are to be paid out in
four equal installments. The first two installments were paid on or about
June 30, 2004 and December 31, 2004. The remaining two installments will be
paid on the date when an order confirming a plan of reorganization has
become final and non-appealable and on the six-month anniversary of

                                    126

<PAGE>
<PAGE>

that date. The retention payments will be made only if the key employee has,
in the judgment of Solutia's chief executive officer or his designate,
fulfilled his or her employment obligations and remains employed by Solutia,
unless the employee has died, suffered total and permanent disability or
been terminated without cause.

COMPENSATION OF DIRECTORS

         The following table displays all components of compensation for
non-employee directors under the compensation program that was in effect in
2005.

----------------------------------------------------------------------------
        Form of Compensation                        Amount of Compensation
----------------------------------------------------------------------------
Annual Board Retainer                                      $60,000
----------------------------------------------------------------------------
Chairman of the Board Retainer                             $75,000
----------------------------------------------------------------------------
Annual Retainer for Committee Chairman                      $5,000
----------------------------------------------------------------------------
Board Attendance Fee (each meeting)                         $2,000
----------------------------------------------------------------------------
Committee Attendance Fee (each meeting)                     $2,000
----------------------------------------------------------------------------

         Directors who are Solutia employees do not receive payment for
their services as directors. The Chairman of the Board retainer is paid to
the lead non-employee director if the Chairman of the Board is an employee
of Solutia.

         Non-employee directors do not have a retirement plan, nor do they
participate in Solutia's benefit plans.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Executive Compensation and Development Committee is comprised
of four directors: Mr. Jenkins, chairman, and Messrs. Lochner, Metz and
Mulcahy. None of these individuals is a current or former officer or
employee of Solutia or any of its subsidiaries, nor did any of these
individuals have any reportable transactions with Solutia or any of its
subsidiaries during 2005. During 2005, none of Solutia's executive officers
served as a director or member of the compensation committee (or equivalent
thereof) of another entity, any of whose executive officers served as a
director of Solutia.


                                    127

<PAGE>
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

         The following table shows Solutia common stock owned beneficially
by Solutia's directors and executive officers as of December 31, 2005,
including those deferred shares credited to the account of each non-employee
director that are payable in stock. Solutia's currently filed plan of
reorganization provides for the cancellation of its existing shares of
common stock. Therefore, it is unlikely that its directors or executive
officers will receive any consideration for their stock or those options. In
general, "beneficial ownership" includes those shares a person has the power
to vote, or the power to transfer, and stock options that are exercisable
currently or become exercisable within 60 days. Except as otherwise noted,
each person has sole voting and investment power over his or her shares.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                           Shares of Common Stock       Shares Underlying
                                             Beneficially Owned        Options Exercisable
                 Name                               (a)                Within 60 Days (b)       Total
--------------------------------------------------------------------------------------------------------
<S>                                         <C>                        <C>                    <C>
Luc De Temmerman                                     50(c)                  83,216              83,266
--------------------------------------------------------------------------------------------------------
Paul H. Hatfield                                 31,602                     20,667              52,269
--------------------------------------------------------------------------------------------------------
Robert H. Jenkins                                24,372(d)                  20,667              45,039
--------------------------------------------------------------------------------------------------------
Philip R. Lochner, Jr.                            2,859                     10,166              13,025
--------------------------------------------------------------------------------------------------------
Frank A. Metz, Jr.                               13,912                     20,667              35,579
--------------------------------------------------------------------------------------------------------
J. Patrick Mulcahy                               31,348                     16,833              48,181
--------------------------------------------------------------------------------------------------------
Sally G. Narodick                                16,426                     14,500              30,926
--------------------------------------------------------------------------------------------------------
Jeffry N. Quinn                                  40,000(e)                  25,000              65,000
--------------------------------------------------------------------------------------------------------
John B. Slaughter                                13,903(f)                  20,667              34,570
--------------------------------------------------------------------------------------------------------
James M. Sullivan                                 2,000(g)                 100,515             102,515
--------------------------------------------------------------------------------------------------------
James R. Voss                                         0                          0                   0
--------------------------------------------------------------------------------------------------------
Jonathon P. Wright                                    0                          0                   0
--------------------------------------------------------------------------------------------------------
All directors and executive officers            176,472                    474,328             650,800
(16 persons)
--------------------------------------------------------------------------------------------------------


<FN>
(a)      The number of shares shown includes those deferred shares
         credited to the account of each non-employee director that
         are scheduled to be paid out in the form of stock, as
         follows:

-------------------------------------------------------------------
<S>                                               <C>
Mr. Hatfield                                            24,202
-------------------------------------------------------------------
Mr. Jenkins                                             24,202
-------------------------------------------------------------------
Mr. Lochner                                              2,859
-------------------------------------------------------------------
Mr. Metz                                                12,103
-------------------------------------------------------------------
Mr. Mulcahy                                             20,348
-------------------------------------------------------------------
Mrs. Narodick                                           16,426
-------------------------------------------------------------------
Dr. Slaughter                                           12,103
-------------------------------------------------------------------

<FN>
         The non-employee directors have no current voting or investment
         power over these deferred shares.

(b)      The shares shown represent stock options granted under Solutia's
         incentive plans, including stock options resulting from the
         conversion of Pharmacia stock options at the time of the spinoff of
         Solutia by Pharmacia in 1997.

(c)      Mr. De Temmerman and his wife own these shares jointly.

(d)      The number of shares shown for Mr. Jenkins includes 170 shares
         owned jointly by Mr. Jenkins and his wife.

(e)      The number of shares shown for Mr. Quinn includes 20,000 shares
         owned in trust by Mr. Quinn's wife. Mr. Quinn expressly disclaims
         beneficial ownership of these shares.

(f)      The number of shares shown for Dr. Slaughter includes 137 shares
         owned by Dr. Slaughter's wife. Dr. Slaughter expressly disclaims
         beneficial ownership of these shares.

(g)      The number of shares shown for Mr. Sullivan includes 2,000 shares
         owned jointly by Mr. Sullivan and his wife.
</TABLE>

         The total share holdings reported above for all directors and
executive officers as a group equal less than 1% of the number of shares of
Solutia common stock outstanding on December 31, 2005. No director or
executive officer holds more than 1% of these shares.

                                    128

<PAGE>
<PAGE>

OWNERSHIP BY CERTAIN BENEFICIAL OWNERS

         The following table shows all persons or entities that Solutia
knows were "beneficial owners" of more than five percent of Solutia common
stock on February 24, 2006.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

                                                 Amount and Nature of Beneficial
     Name and Address of Beneficial Owner       Ownership of Solutia Common Stock      Percent of Class
-------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                    <C>
Ardsley Advisory Partners (1)                               12,200,000                      11,68%
262 Harbor Drive
Stamford, Connecticut 06902
-------------------------------------------------------------------------------------------------------------
Lime Capital Management LLC (2)                              7,767,509                        7.4%
377 Broadway, 11th Floor
New York, New York 10013
-------------------------------------------------------------------------------------------------------------

<FN>
(1)      This information is based on a Schedule 13G that Ardsley Advisory
         Partners filed with the SEC on February 24, 2006 on behalf of
         itself and its affiliates Ardsley Partners I, Philip J. Hempelman,
         Ardsley Offshore Fund Ltd., Ardsley Partners Fund II, L.P. and
         Ardsley Partners Institutional Fund, L.P. Includes 10,600,000
         shares (10.24% of Solutia's common stock) beneficially owned by
         Ardsley Advisory Partners, 5,683,800 shares (5.44% of Solutia's
         common stock) beneficially owned by Ardsley Partners I, 12,200,000
         shares (11.68% of Solutia's common stock) beneficially owned by
         Philip J. Hempelman, 4,806,200 shares (4.60% of Solutia's common
         stock) beneficially owned by Ardsley Offshore Fund Ltd., 3,569,300
         shares (3.41% of Solutia's common stock) beneficially owned by
         Ardsley Partners Fund II, L.P., and 2,114,500 shares (2.02% of
         Solutia's common stock) beneficially owned by Ardsley Partners
         Institutional Fund, L.P. Ardsley Partners I serves as the general
         partner of Ardsley Partners I, Ardsley Partners II, L.P. and
         Ardsley Partners Institutional Fund, L.P. Ardsley Advisory Partners
         serves as investment manager of Ardsley Offshore Fund Ltd. and as
         investment advisor of Ardsley Partners II, L.P. and Ardsley
         Institutional Fund, L.P. and certain managed accounts with respect
         to the Solutia common stock directly owned by Ardsley Offshore Fund
         Ltd., Ardsley Partners II, L.P., Ardsley Institutional Fund, L.P.
         and the managed accounts. Philip J. Hempelman is the managing
         partner of Ardsley Advisory Partners and Ardsley Partners I. Mr.
         Hempelman disclaims beneficial ownership of all shares of Solutia
         common stock held or controlled by Ardsley Partners I, Ardsley
         Offshore Fund Ltd., Ardsley Partners Fund II, L.P. and Ardsley
         Partners Institutional Fund, L.P. except to the extent of the
         612,000 of such shares which relate to his individual economic
         interest in Ardsley Partners II, L.P. The principal business
         address of Ardsley Partners I, Philip J. Hempelman, Ardsley
         Partners Fund II, L.P. and Ardsley Partners Institutional Fund,
         L.P. is 262 Harbor Drive, Stamford, Connecticut 06902. The
         principal business office of Ardsley Offshore Fund Ltd. is Romasco
         Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands.

(2)      This information is based on a Schedule 13G that Lime Capital
         Management LLC filed with the SEC on November 23, 2005 on behalf of
         itself and its affiliates Lime Capital Administrators LLC, Lime
         Fund LLC, Lime Overseas Fund Ltd., Gregory E. Bylinsky and Mark
         Gorton. Lime Capital Management LLC beneficially owns 7,767,509
         shares (7.4% of Solutia's common stock), of which it disclaims
         beneficial ownership, pursuant to Rule 13d-4 under the Securities
         Exchange Act of 1934, as amended, of 1,967,399 shares beneficially
         owned by Lime Capital Management Administrators LLC. Also included
         are 7,767,509 shares (7.4% of Solutia's common stock) beneficially
         owned by Lime Capital Management Administrators LLC, 5,800,110
         shares (5.6% of Solutia's common stock) beneficially owned by Lime
         Fund LLC, 1,967,399 shares (1.9% of Solutia's common stock)
         beneficially owned by Lime Overseas Fund Ltd., 7,767,509 shares
         (7.4% of Solutia's common stock) beneficially owned by Gregory E.
         Bylinsky, and 7,767,509 shares (7.4% of Solutia's common stock)
         beneficially owned by Mark Gorton. Lime Capital Management LLC is
         the investment managing member of Lime Fund LLC. Lime Capital
         Management Administrators LLC is the investment manager of Lime
         Overseas Fund Ltd. and a managing member of Lime Fund LLC. Gregory
         E. Bylinsky and Mark Gorton are the managing members of Lime
         Capital Management LLC and Lime Capital Management Administrators
         LLC. The principal business address of Lime Capital Management
         Administrators LLC, Lime Fund LLC, Gregory E. Bylinsky and Mark
         Gorton is the same as the address for Lime Capital Management LLC
         set forth above. The principal business address of Lime Overseas
         Fund, Ltd. is c/o Meridian Corporate Services Limited, P.O. Box HM
         528, 73 Front Street, Hamilton, HM CX, Bermuda.
</TABLE>



                                    129

<PAGE>
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

         The following table summarizes information about Solutia's equity
compensation plans as of December 31, 2005. Solutia believes that its plan
of reorganization will result in cancellation of its existing shares of
common stock and that it is unlikely that its directors or executive
officers will receive any consideration for their grants or awards under
these equity compensation plans.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------

                                                                                      Number of Securities Remaining
                              Number of Securities to        Weighted-Average         Available for Future Issuance
                              be Issued upon Exercise        Exercise Price of       under Equity Compensation Plans
                              of Outstanding Options,       Outstanding Options,      (Excluding Securities Reflected
                               Warrants, and Rights         Warrants, and Rights              in Column (a))
       Plan Category                    (a)                          (b)                            (c)
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>                         <C>
Equity compensation plans
approved by security                 17,187,938                    15.81                        3,571,027(1)
holders
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security                254,097(3)                 14.43(4)                        25,174(5)
holders (2)
---------------------------------------------------------------------------------------------------------------------
Total                                17,442,035                    15.79                        3,596,201
---------------------------------------------------------------------------------------------------------------------

<FN>
(1)      In addition to options and stock appreciation rights, both the
         Solutia Inc. 2000 Stock-Based Incentive Plan (2000 Plan) and the
         Solutia Inc. 1997 Stock-Based Incentive Plan (1997 Plan) provide
         for awards of restricted and unrestricted stock. Of the shares
         remaining available for future issuance under the 2000 Plan, up to
         162,000 shares may be used for awards of restricted stock. The 2000
         Plan does not limit the number of shares that may be used for
         awards of unrestricted stock, but unrestricted shares may be
         awarded only in lieu of cash payments under other incentive plans
         of Solutia and its subsidiaries. Because of forfeitures, 1,503,567
         shares are available for issuance under the 1997 Plan. These may be
         used for awards of restricted or unrestricted stock or for stock
         options. Because of Solutia's Chapter 11 filing, it is unlikely
         that these available shares will ever be used.

(2)      The Solutia Inc. Non-Employee Director Compensation Plan was not
         approved by Solutia's stockholders. This plan authorized the use of
         up to 400,000 treasury shares of Solutia common stock for
         non-qualified stock options and deferred stock. Shares subject to
         awards that are forfeited or terminated may not be re-issued under
         this plan. The participants in the plan are those directors of
         Solutia who are not employed by Solutia or any subsidiary of
         Solutia.

         Stock Options: The plan provided for an initial stock option grant
         on the date the director first became a non-employee director. In
         addition, each director elected or continuing in office received an
         annual stock option grant on the date of the annual meeting of
         stockholders. If a director was first elected at a time other than
         the date of the annual meeting, the director's annual grant for the
         first year was prorated to reflect the number of months or partial
         months served before the next annual meeting of stockholders. The
         exercise price of these options is equal to the fair market value
         of a share of Solutia common stock on the grant date. The stock
         options become exercisable in three equal annual installments. The
         options have a term of ten years but terminate two years after a
         director's board service ends for any reason, if earlier.

         Deferred Stock: Until May 2003, half of a director's annual
         retainer was mandatorily credited under this plan to the director's
         deferred stock account on a quarterly basis, with the deferred
         stock units to be paid out in shares of Solutia common stock
         following termination of the director's service on Solutia's board.
         The number of shares credited each quarter was determined by
         dividing the dollar amount of one-eighth of the retainer by the
         value of a share of Solutia common stock on the first trading day
         in the plan quarter. Each director was able to elect to receive the
         other half of the annual retainer in cash or to defer all or a part
         into the deferred stock account, an interest-bearing cash account,
         or both, with any deferred stock units to be paid in shares of
         Solutia common stock. In April 2003, the board of directors adopted
         the Solutia Inc. 2003 Non-Employee Director Compensation Plan,
         which provided for deferred stock units to be paid in cash, and
         beginning in May 2003 deferred stock units payable in cash were
         credited under that plan, and deferred stock units payable in stock
         ceased to be granted under this plan. In 2005, none of the
         compensation of Solutia's non-employee directors was deferred into
         any form of stock units; all such compensation was paid in cash.

(3)      This number includes options to purchase 135,613 shares of Solutia
         common stock and 118,484 deferred stock units to be paid out in
         shares of Solutia common stock.

(4)      This weighted average exercise price of outstanding options
         excludes deferred stock units, which do not have an exercise price.

                                    130

<PAGE>
<PAGE>

(5)      No further grants of deferred stock units will be made under the
         Solutia Inc. Non-Employee Director Compensation Plan. In addition,
         because of Solutia's Chapter 11 filing, it is unlikely that these
         available shares will be used for stock options.
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Mr. Sullivan and one other executive officer, who is not a "named
executive officer" for reporting purposes, have unsecured claims as
creditors in Solutia's Chapter 11 case by virtue of their participation in
Solutia's 401(k) excess benefit plan and/or non-qualified defined benefit
pension plan. Vested amounts owed to them under these plans at the time that
Solutia filed for Chapter 11 are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
         Executive Officer                401(k) Excess Benefit Plan          Non-Qualified Pension Plan
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                  <C>
J. M. Sullivan                                     33,164                                6,384
-------------------------------------------------------------------------------------------------------------
Other Executive Officer                             4,126                              -------
-------------------------------------------------------------------------------------------------------------
</TABLE>

         In addition, each non-employee director is an unsecured creditor of
Solutia with respect to deferred compensation that was payable in cash in
the following amounts: Mr. Hatfield, $37,500; each other current director,
$18,750.

         Each director and executive officer has also filed a proof of claim
for benefits under Solutia's director and officer and fidelity insurance and
for any right he or she may have to corporate indemnification. Each director
and executive officer also has, by virtue of Solutia's Chapter 11 filing, a
claim for shares of Solutia common stock held by the director and for the
value of deferred stock units that were payable in shares of Solutia's
common stock.

         During 2005, John F. Saucier, the former president of Solutia's
Integrated Nylon Division, was paid severance pay and a retention payout in
the amount of $620,000 pursuant to a Separation Agreement, Waiver and
Release of Claims entered into between Mr. Saucier and Solutia in connection
with the termination of Mr. Saucier's employment.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

FEES PAID TO INDEPENDENT AUDITOR

         The Audit and Finance Committee of Solutia's board of directors
appointed Deloitte & Touche LLP as principal independent auditors to examine
the consolidated financial statements of Solutia and its subsidiaries for
2005 and 2004. The following table displays the aggregate fees billed to
Solutia for the fiscal years ended December 31, 2005 and 2004, by Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their
respective affiliates.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
            TYPE OF FEE                       2005                 2004
--------------------------------------------------------------------------------
<S>                                           <C>                  <C>
Audit Fees                                      $2,266,000           $2,169,000
--------------------------------------------------------------------------------
Audit-Related Fees (1)                              77,000              118,000
--------------------------------------------------------------------------------
Tax Fees (2)                                       606,000              663,000
--------------------------------------------------------------------------------
All Other Fees (3)                                 203,000              932,000
--------------------------------------------------------------------------------

<FN>
(1)      Audit-Related Fees include fees for audits of employee benefit
         plans; agreed-upon or expanded audit procedures related to
         accounting records required to respond to or comply with financial,
         accounting or regulatory reporting matters; consultations on the
         accounting or disclosure treatment of transactions or events and/or
         the actual or potential impact of final or proposed rules,
         standards or interpretations by the Securities and Exchange
         Commission, FASB or other regulatory or standard-setting bodies;
         and attest services not required by statute or regulation.

(2)      Tax Fees include fees for domestic tax planning and advice;
         domestic tax compliance; international tax planning and advice;
         international tax compliance; and review of federal, state, local
         and international income, franchise and other tax returns.

(3)      All Other Fees include fees for expatriate tax return preparation,
         international assignment services and various other permitted
         services.
</TABLE>

                                    131

<PAGE>
<PAGE>

PRE-APPROVAL POLICIES AND PROCEDURES

         Consistent with the Sarbanes-Oxley Act of 2002 and the SEC's rules
relating to auditor independence, the Audit and Finance Committee has
adopted a policy to pre-approve all audit and permissible non-audit services
provided by Solutia's independent auditor, Deloitte & Touche LLP. Under this
policy, the committee or its designated member must pre-approve services
before a specified service is begun. Each approval includes a specified
range of fees for the approved service. If approval is by the designated
member, the decision is reported to the committee at its next meeting.
Requests for pre-approval are submitted to the committee or its designated
member by both the independent auditor and either the chief executive
officer, treasurer or controller, with a joint statement as to whether, in
their view, the request is consistent with the Securities and Exchange
Commission's rules on auditor independence.

         The Audit and Finance Committee pre-approved all services for which
the fees shown above were paid.






                                    132

<PAGE>
<PAGE>

                                   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 54 of this report.

         2.       The following supplemental schedule for the years ended
                  December 31, 2005, 2004 and 2003

                           II--Valuation and Qualifying Accounts

         3.       Exhibits--See the Exhibit Index beginning at page 135 of
                  this report. 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(y) on page 136 of
                  the Exhibit Index. The following exhibits listed in the
                  Exhibit Index are filed with this Form 10-K:


                  10(y)    Form of Agreement by and between Solutia Inc.,
                           CPFilms, Inc. and Kent J. Davies
                  12       Computation of the Ratio of Earnings to Fixed Charges
                  21       Subsidiaries of the Registrant
                  23(a)    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 using 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
                  99.2     Combined Financial Statements of Flexsys Group




                                    133

<PAGE>
<PAGE>

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 14, 2006

         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
             Signature                Title                                          Date
             ---------                -----                                          ----
-----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                            <C>
      /s/ Jeffry N. Quinn             President, Chief Executive Officer and         March 14, 2006
     -----------------------          Chairman of the Board
        Jeffry N. Quinn

-----------------------------------------------------------------------------------------------------------------

      /s/ James M. Sullivan           Senior Vice President and Chief Financial      March 14, 2006
     -----------------------          Officer
        James M. Sullivan

-----------------------------------------------------------------------------------------------------------------

     /s/ Timothy J. Spihlman          Vice President and Controller (Principal       March 14, 2006
     -----------------------          Accounting Officer)
       Timothy J. Spihlman

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
         Paul H. Hatfield

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
        Robert H. Jenkins

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
      Philip R. Lochner, Jr.

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
        Frank A. Metz, Jr.

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
        J. Patrick Mulcahy

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
        Sally G. Narodick

-----------------------------------------------------------------------------------------------------------------

                *                     Director                                       March 14, 2006
     -----------------------
        John B. Slaughter

-----------------------------------------------------------------------------------------------------------------

<FN>
*Rosemary L. Klein, by signing her name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an Exhibit to this
Form 10-K.
</TABLE>

                                          /s/  Rosemary L. Klein
                                          ----------------------
                                          Rosemary L. Klein, Attorney-in-Fact




                                    134

<PAGE>
<PAGE>

                                EXHIBIT INDEX

These exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.

Exhibit No.      Description
-----------      -----------

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)     Terms and Conditions of Euronotes (incorporated by reference to
         Exhibit 99.2 of Solutia's Form 8-K filed on February 23, 2004)

4(h)     Form of Global Note for Euronotes (incorporated by reference to
         Exhibit 99.5 of Solutia's Form 8-K filed on February 23, 2004)

4(i)     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(j)     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(k)     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(l)     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(m)     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(n)     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 HSBC Bank USA (incorporated by reference to
         Exhibit 4(b) of Solutia's Form 10-Q for the quarter ended September
         30, 2003)

<FN>
-----------------------------
(1) Confidential treatment has been granted for a portion of this exhibit.


                                    135

<PAGE>
<PAGE>

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)    2004 Solutia Annual Incentive Plan (incorporated by reference to
         Exhibit 99.1 of Solutia's Form 8-K, filed January 18, 2005)

10(j)    2005 Solutia Annual Incentive Program (incorporated by reference to
         Exhibit 99.1 of Solutia's Form 8-K filed April 27, 2005)

10(k)    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(l)    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(m)    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(n)    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(o)    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(p)    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(q)    Agreement by and between Solutia Inc. and John F. Saucier dated as
         of July 19, 2004 (incorporated by reference to Exhibit 10(e) of
         Solutia's Form 10-Q for the quarter ended June 30, 2004)

10(r)    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(s)    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(t)    Retention Agreement by and between Solutia Inc. and Max W. McCombs
         dated as of June 21, 2004 (incorporated by reference to Exhibit 10
         of Solutia's Form 10-Q for the quarter ended September 30, 2004)

10(u)    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(v)    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(w)    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(x)    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(y)    Form of Agreement by and between Solutia Inc., CPFilms, Inc. and
         Kent J. Davies

10(z)    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)


                                    136

<PAGE>
<PAGE>

10(aa)   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(bb)   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(cc)   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(dd)   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(ee)   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(ff)   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 C-Documentation Agent (incorporated by
         reference to Exhibit 10(f) of Solutia's Form 10-Q for the quarter
         ended June 30, 2004)

10(gg)   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(hh)   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(ii)   Fiscal Agency Agreement, dated February 11, 2004, among Solutia
         Europe S.A./N.V., Kredietbank S.A. Luxembourgeoise, as fiscal agent
         and paying agent, and KBC Bank N.V., as principal paying agent
         (incorporated by reference to Exhibit 99.3 of Solutia's Form 8-K
         filed on February 23, 2004)

10(jj)   Amendment No. 1 to the Fiscal Agency Agreement and Terms and
         Conditions of Notes dated as of November 9, 2004 (incorporated by
         reference to Solutia's Form 8-K filed November 16, 2004)

10(kk)   Collateral Agency Agreement, dated February 11, 2004, among KBC
         Bank N.V., as Collateral Agent, Solutia Europe S.A./N.V., and the
         Subsidiary Guarantors (incorporated by reference to Exhibit 99.4 of
         Solutia's Form 8-K filed on February 23, 2004)

10(ll)   Counterpart to the Collateral Agency Agreement dated March 4, 2004
         (incorporated by reference to Exhibit 99.8 of Solutia's Form 8-K
         filed on March 11, 2004)

10(mm)   Agreement, made as of December 30, 2004, by and among Cytec
         Industries Inc., Solutia Inc., UCB SA, Solutia Canada, Inc.,
         Surface Specialties, Inc. and Surface Specialties S.A.(2)
         (incorporated by reference to Exhibit 10(nn) of Solutia's Form 10-K
         for the year ended December 31, 2004)

10(nn)   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(oo)   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(pp)   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(qq)   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(rr)   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(ss)   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)

10(tt)   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)

11       Omitted--Inapplicable; see "Statement of Consolidated Operations"
         on page 57.

<FN>
-----------------------------
(2) Confidentiality has been requested for a portion of this exhibit.

                                    137

<PAGE>
<PAGE>

12       Computation of the Ratio of Earnings to Fixed Charges

14       Solutia Inc. Code of Ethics for Senior Financial Officers
         (incorporated by reference to Item 14 of Solutia's Form 10-K for
         the year ended December 31, 2003)

16       Omitted--Inapplicable

18       Omitted--Inapplicable

21       Subsidiaries of the Registrant

22       Omitted--Inapplicable

23(a)    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 (incorporated by reference to Exhibit 99 of Solutia's
         Form 10-K for the year ended December 31, 2004)

99.2     Combined Financial Statements of Flexsys Group



                                    138

<PAGE>
<PAGE>

<TABLE>
                                                        SCHEDULE II

                                                       SOLUTIA INC.

                                             VALUATION AND QUALIFYING ACCOUNTS
                                   FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                                                  (Dollars in Millions)

<CAPTION>
                      COLUMN A                     COLUMN B             COLUMN C                  COLUMN D     COLUMN E
        -------------------------------------   -------------  ----------------------------    ------------- -------------

                                                                        Additions
                                                               ----------------------------
                                                 Balance at     Charged to       Charged to                   Balance at
                                                beginning of    costs and          other                        end of
                    Description                     year         expenses         accounts       Deductions     period
        -------------------------------------   ------------   -------------    -----------    ------------- ------------
<S>                                             <C>            <C>              <C>            <C>           <C>
YEAR ENDED DECEMBER 31, 2005

        Valuation accounts for doubtful
          receivables                               $ 11           $  5            $ (9)           $  -            $  7

        Restructuring reserves                        17             28               -              41               4

YEAR ENDED DECEMBER 31, 2004

        Valuation accounts for doubtful
          receivables                               $ 14           $  2            $ (5)           $  -            $ 11

        Restructuring reserves                        18             22               -              23              17

YEAR ENDED DECEMBER 31, 2003

        Valuation accounts for doubtful
          receivables                               $ 16           $  5            $ (7)           $  -            $ 14

        Restructuring reserves                         4             56               -              42              18
</TABLE>