<PAGE>


                                                                EXHIBIT 99.3


                        SIRATSA LLC AND SUBSIDIARIES

                      Consolidated Financial Statements

                         December 31, 2005 and 2004

   (With Report of Independent Registered Public Accounting Firm Thereon)





<PAGE>
<PAGE>


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Managers
Siratsa LLC:

We have audited the accompanying consolidated balance sheets of Siratsa LLC
(a Delaware limited liability company, formerly Astaris LLC) and
subsidiaries (the Company) as of December 31, 2005 and 2004, and the related
consolidated statements of operations, changes in members' equity (deficit),
and cash flows for each of the years in the three-year period ended December
31, 2005. These consolidated 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 audits.

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, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Siratsa
LLC and subsidiaries as of December 31, 2005 and 2004, and the results of
their operations and their cash flows for each of the years in the
three-year period ended December 31, 2005, in conformity with U.S. generally
accepted accounting principles.


/s/ KPMG LLP

St. Louis, Missouri
March 30, 2006


<PAGE>
<PAGE>

<TABLE>
                                               SIRATSA LLC AND SUBSIDIARIES

                                                Consolidated Balance Sheets

                                                December 31, 2005 and 2004

                                                  (Dollars in thousands)

<CAPTION>
                                    ASSETS                                                2005                  2004
                                                                                   -------------------   -------------------
<S>                                                                                  <C>                         <C>
Current assets:
     Cash and cash equivalents                                                       $       2,374                 8,047
     Restricted cash                                                                         3,652                    --
     Receivables:
        Trade, net of allowance of $-0- and $849, respectively                                  --                41,269
        Other                                                                                  566                   519
     Inventories                                                                                --                25,955
     Deposits held in escrow                                                                24,810                    --
     Due from affiliates                                                                        --                 1,189
     Prepaid expenses and other current assets                                                 362                 1,441
                                                                                   -------------------   -------------------
                 Total current assets                                                       31,764                78,420

Property, plant, and equipment, net                                                             --                85,793
Investment in joint venture                                                                     --                11,781
Other assets                                                                                   232                   191
                                                                                   -------------------   -------------------
                 Total assets                                                        $      31,996               176,185
                                                                                   ===================   ===================
                        LIABILITIES AND MEMBERS' EQUITY

Current liabilities:
     Bank overdrafts                                                                 $          --                   695
     Accounts payable and accrued expenses                                                   2,296                58,349
     Due to affiliates                                                                      12,573                38,667
                                                                                   -------------------   -------------------
                 Total current liabilities                                                  14,869                97,711

Long-term debt, less current maturities                                                         --                    --
Accrued restructuring reserve                                                                   --                32,765
Other long-term liabilities                                                                     --                31,678
                                                                                   -------------------   -------------------
                 Total liabilities                                                          14,869               162,154

Members' equity                                                                             17,127                14,031
                                                                                   -------------------   -------------------
                 Total liabilities and members' equity                               $      31,996               176,185
                                                                                   ===================   ===================
See accompanying notes to consolidated financial statements.
</TABLE>



                                     2

<PAGE>
<PAGE>

<TABLE>
                                               SIRATSA LLC AND SUBSIDIARIES

                                           Consolidated Statements of Operations

                                       Years ended December 31, 2005, 2004, and 2003

                                                   (Dollars in thousands)

<CAPTION>
                                                                     2005                  2004                  2003
                                                              -------------------   -------------------   -------------------
<S>                                                              <C>                        <C>                 <C>
Net sales                                                        $    320,209               350,872              384,511
Cost of sales                                                         278,873               310,776              384,431
Selling, general, and administration expenses                          22,495                26,810               28,377
Restructuring and other expenses (note 4)                                 831                21,087              185,920
                                                              -------------------   -------------------   -------------------
                 Operating income (loss)                               18,010                (7,801)            (214,217)
                                                              -------------------   -------------------   -------------------
Other income (expense):
     Equity in earnings of joint venture                                1,350                   796                  601
     Gain on sale of assets (note 3)                                  125,909                    --                   --
     Interest expense                                                  (2,770)               (2,864)             (14,600)
     Interest income                                                      167                   641                1,085
     Other, net                                                        (1,622)               (1,669)              (2,529)
                                                              -------------------   -------------------   -------------------
                 Total other income (loss)                            123,034                (3,096)             (15,443)
                                                              -------------------   -------------------   -------------------
                 Net income (loss) before income
                    tax expense (benefit)                             141,044               (10,897)            (229,660)
Income tax expense (benefit)                                              126                   (47)                 745
                                                              -------------------   -------------------   -------------------
                 Net income (loss)                               $    140,918               (10,850)            (230,405)
                                                              ===================   ===================   ===================

See accompanying notes to consolidated financial statements.
</TABLE>



                                     3

<PAGE>
<PAGE>

<TABLE>
                                                    SIRATSA LLC AND SUBSIDIARIES

                                  Consolidated Statements of Changes in Members' Equity (Deficit)

                                          Years ended December 31, 2005, 2004, and 2003

                                                      (Dollars in thousands)

<CAPTION>
                                                                          ACCUMULATED
                                                         MEMBERS'            OTHER              TOTAL
                                                          EQUITY         COMPREHENSIVE         MEMBERS'           COMPREHENSIVE
                                                        (DEFICIT)           INCOME         EQUITY (DEFICIT)       INCOME (LOSS)
                                                   ------------------   ---------------   -----------------     -----------------
<S>                                                      <C>                <C>                <C>                 <C>
Balance, December 31, 2002                               $  55,289          (11,045)             44,244

     Contributions from owners                             131,494               --             131,494
     Unrealized gain on derivative instruments                  --            5,712               5,712             $   5,712
     Foreign currency adjustment                                --            2,165               2,165                 2,165
     Net loss                                             (230,405)              --            (230,405)             (230,405)
                                                                                                                -----------------
                 Comprehensive loss                                                                                 $(222,528)
                                                   ------------------   ---------------   -----------------     =================
Balance, December 31, 2003                                 (43,622)          (3,168)            (46,790)

     Contributions from owners                              71,126               --              71,126
     Foreign currency adjustment                                --              545                 545             $     545
     Net loss                                              (10,850)              --             (10,850)              (10,850)
                                                                                                                -----------------
                 Comprehensive loss                                                                                 $ (10,305)
                                                   ------------------   ---------------   -----------------     =================
Balance, December 31, 2004                                  16,654           (2,623)             14,031

     Distributions to owners                              (140,445)              --            (140,445)
     Foreign currency adjustment                                --            2,623               2,623             $   2,623
     Net income                                            140,918               --             140,918               140,918
                                                                                                                -----------------
                 Comprehensive income                                                                               $ 143,541
                                                                                                                =================
                                                   ------------------   ---------------   -----------------
Balance, December 31, 2005                               $  17,127               --              17,127
                                                   ==================   ===============   =================

See accompanying notes to consolidated financial statements.
</TABLE>


                                     4

<PAGE>
<PAGE>

<TABLE>
                                                  SIRATSA LLC AND SUBSIDIARIES

                                              Consolidated Statements of Cash Flows

                                          Years ended December 31, 2005, 2004, and 2003

                                                      (Dollars in thousands)

<CAPTION>
                                                                                      2005             2004             2003
                                                                               ----------------   --------------   --------------
<S>                                                                               <C>               <C>            <C>
Cash flows from operating activities:
     Net income (loss)                                                             $ 140,918          (10,850)        (230,405)
     Adjustments to reconcile net income (loss) to net cash (used in)
        provided by operating activities:
           Depreciation                                                                7,254            9,236           18,784
           Amortization                                                                  357              283              703
           Gain on sale of assets                                                   (125,909)              --               --
           Loss on disposals of property, plant, and equipment                           533              492              628
           Noncash restructuring expenses                                               (283)            (630)         152,792
           Equity in earnings of joint venture                                        (1,350)            (796)            (601)
           Changes in operating assets and liabilities:
              Restricted cash                                                         (3,652)              --               --
              Receivables, net                                                        (5,027)           2,029            5,681
              Inventories                                                             (5,105)           1,994            4,802
              Deposits held in escrow                                                (24,810)              --               --
              Due from affiliates                                                      1,097            1,764             (259)
              Prepaid expenses and other current assets                                  (13)           2,869            2,489
              Bank overdrafts                                                           (445)            (154)            (888)
              Accounts payable and accrued expenses                                    1,647             (905)             517
              Due to affiliates                                                      (35,892)          31,240            4,377
              Other long-term liabilities                                            (69,781)         (29,122)          17,017
                                                                               ----------------   --------------   --------------
                    Net cash (used in) provided by operating activities             (120,461)           7,450          (24,363)
                                                                               ----------------   --------------   --------------
Cash flows from investing activities:
     Additions to property, plant, and equipment                                      (9,396)         (11,123)          (8,200)
     Proceeds from sale of assets, net of transaction costs and cash sold            253,610               --               --
     Cash distributions from joint venture                                               252              137            1,053
                                                                               ----------------   --------------   --------------
                    Net cash provided by (used in) investing activities              244,466          (10,986)          (7,147)
                                                                               ----------------   --------------   --------------
Cash flows from financing activities:
     Proceeds from revolver                                                          144,554            3,900           22,900
     Repayment of revolver                                                          (144,554)         (74,751)        (119,949)
     Deferred loan fees                                                               (1,447)              --               --
     Cash distributions to owners                                                   (127,672)              --               --
     Cash contributions from owners:
        Keepwells                                                                         --           70,943          125,600
        Other contributions                                                               --              183            5,894
                                                                               ----------------   --------------   --------------
                    Net cash (used in) provided by financing activities             (129,119)             275           34,445

Effect of exchange rate changes on cash                                                 (559)             126              765
                                                                               ----------------   --------------   --------------
                    Net change in cash and cash equivalents                           (5,673)          (3,135)           3,700

Cash and cash equivalents, beginning of year                                           8,047           11,182            7,482
                                                                               ----------------   --------------   --------------
Cash and cash equivalents, end of year                                             $   2,374            8,047           11,182
                                                                               ================   ==============   ==============
Supplemental disclosures of cash flow information:
     Cash paid for interest                                                        $   3,103            3,928           11,057
     Cash paid for taxes                                                                  65               --              793
     Non-cash distributions to owners                                                 12,773               --               --

See accompanying notes to consolidated financial statements.
</TABLE>

                                     5


<PAGE>
<PAGE>


                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


(1)    OPERATIONS AND ORGANIZATION

       ORGANIZATION AND BASIS OF PRESENTATION

       Siratsa LLC, formerly Astaris LLC, and subsidiaries (Siratsa or the
       Company) was, prior to the sale transaction described below, a
       diversified chemical producer of phosphates and phosphoric acid
       products headquartered in St. Louis, Missouri. The Company produced
       and marketed phosphorus and derivative products ranging from food
       ingredients, industrial phosphates, dental phosphates, and phosphoric
       acid (food and industrial grades) to phosphorus pentasulfide,
       phosphorus trichloride, fire retardants, and elemental phosphorus. A
       partial listing of end uses for the phosphate products includes: food
       and beverages, toothpaste, detergents, metal treating, drilling
       fluids, elastomer processing, water treatment, refractories,
       electronics, glass and ceramics, fire fighting and flame-proofing,
       lubricating oil additives, agricultural insecticides, and herbicides.
       The Company's production and distribution facilities were located in
       North America, Brazil, and Europe, and the Company marketed and
       distributed its products throughout the world. Currently, the Company
       conducts no operations.

       Effective April 1, 2000, FMC Corporation (FMC) and Solutia, Inc.
       (Solutia) (collectively, the Owners or Parents) formed a joint
       venture called Astaris LLC (Astaris), a Delaware limited liability
       company. The joint venture arrangement between Astaris, FMC, and
       Solutia is governed by a joint venture agreement and other associated
       agreements (collectively, the Joint Venture Agreement). The Owners
       contributed their phosphorus chemical operations in North America and
       Brazil, resulting in a 50% ownership for each company. On February 1,
       2002, the Company and Solutia transferred their ownership interests
       in Astaris Idaho LLC to FMC. Also in 2002, the Company created a new
       subsidiary called Astaris International, Inc., which is 100% owned by
       Astaris. An additional subsidiary was formed as a 100% wholly owned
       subsidiary of Astaris International, Inc., Astaris Canada Ltd.
       Astaris Canada Ltd. was formed to develop new markets in Canada for
       the Company's fire safety business. In 2003, a subsidiary was
       created, Astaris SRL, which was 95% owned by Astaris and 5% owned by
       Astaris International Inc. Astaris SRL was located in Milan, Italy
       and was formed to conduct business as a European entity and as a
       distributor of Astaris products in Europe. Astaris Brazil owned a 44%
       interest in FosBrasil, a joint venture, that was accounted for under
       the equity method.

       On September 1, 2005, the Company, Solutia and FMC entered into an
       asset purchase agreement with Israel Chemical Limited (ICL) and one
       of its subsidiaries, pursuant to which the Company agreed to sell
       substantially all of its foreign and domestic operating assets to ICL
       for $255,000 in cash, subject to certain purchase price adjustments,
       and the assumption by ICL of certain related liabilities. The
       transaction closed on November 4, 2005. Subsequent to the closing of
       the transaction, certain of the assets and liabilities of the Company
       that were not included in the sale to ICL were transferred to Solutia
       and FMC. Generally, these assets and liabilities consisted of cash,
       property originally contributed to the joint venture by Solutia and
       FMC, as well as certain pre-closing liabilities, including certain
       environmental liabilities. Certain non-operating assets and
       liabilities remained with the Company (see note 3 for further details
       of the sale transaction).

       As part of the sale transaction, $12,500 of the sales proceeds was
       deposited in escrow to be held for one year to secure Solutia's
       indemnification obligations as defined in the Asset Purchase
       Agreement. This amount and the accumulated interest are included in
       deposits held in escrow in the consolidated balance sheets. This
       amount will be paid pursuant to the indemnification provisions of the
       Asset Purchase

                                                                 (Continued)



                                     6

<PAGE>
<PAGE>


                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       Agreement, no later than the one-year anniversary of the closing of
       the sale transaction. Therefore, an equal amount is recorded as a
       liability in Due to affiliates in the consolidated balance sheets as
       of December 31, 2005.

       Effective December 2, 2005, the Company changed its name to Siratsa
       LLC.

       The accompanying consolidated financial statements include the
       accounts of Siratsa LLC and subsidiaries. All significant
       intercompany balances and transactions have been eliminated in
       consolidation.

       On December 17, 2003, Solutia, Inc. announced that it and its 14 U.S.
       subsidiaries have 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 (Case No. 0317949). Solutia and
       its subsidiaries remain in possession of their assets and properties
       and continue to operate their businesses and manage their properties
       as "debtors-in-possession" pursuant to Sections 1107(a) and 1108 of
       the U.S. Bankruptcy Code.

       On February 14, 2006, Solutia filed with the U.S. bankruptcy Court
       their Plan of Reorganization (the Plan) and Disclosure Statement (the
       Disclosure Statement). The Plan and Disclosure Statement set forth
       the terms of a global settlement between Solutia, the Official
       Committee of Unsecured Creditors, Monsanto Company and Pharmacia. In
       general, it provides for, among other things, the reallocation of
       certain legacy liabilities among Solutia, Monsanto and Pharmacia and
       the treatment of various constituencies in the Chapter 11 cases will
       receive under the Plan. The Plan and Disclosure Statement are subject
       to U.S. Bankruptcy Court approval, the approval of various
       constituencies in the Chapter 11 cases and the satisfaction of other
       contingencies.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       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. Actual results are likely to differ from those estimates.

       CASH AND CASH EQUIVALENTS

       The Company considers all highly liquid investments, with original
       maturities of three months or less, to be cash equivalents, except
       that any such investments purchased with funds held in escrow or
       similar accounts are classified as restricted cash. These investments
       are carried at cost, which approximates market value. As of December
       31, 2005, $3,652 is classified as restricted cash. These monies are
       on deposit to cover claims paid by the workers' compensation
       administrator.

       RECEIVABLES

       Trade receivables were recorded net of allowance for doubtful
       accounts, disputed invoices and other credits.

                                                                 (Continued)
                                     7

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)

       INVENTORIES

       Inventories were stated at the lower of cost or market value and
       included the cost of raw materials, labor and overhead. All domestic
       inventories, excluding spare parts and supplies (representing 93% of
       total inventories in 2004), were 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 was determined by
       the first-in, first-out (FIFO) method.

       PROPERTY, PLANT, AND EQUIPMENT

       Property, plant, and equipment, including capitalized interest, was
       recorded at cost. Depreciation, for financial reporting purposes, was
       provided principally on the straight-line basis over the estimated
       useful lives of the assets (land improvements--20 years,
       buildings--20 to 50 years, and machinery and equipment--3 to 18
       years). Gains or losses were reflected in income upon sale or
       retirement of assets. Expenditures that extended the useful lives of
       property, plant and equipment or increased productivity were
       capitalized. Ordinary repairs and maintenance were expensed as
       incurred through operating expense.

       IMPAIRMENT OF LONG-LIVED ASSETS

       In accordance with Statement of Financial Accounting Standards (SFAS)
       No. 144, Accounting for the Impairment or Disposal of Long-Lived
       Assets, the Company periodically assesses impairment of long-lived
       assets when conditions indicate a possible loss. Such impairment
       tests are generally based on a comparison of undiscounted cash flows
       to the recorded value of the asset. 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. See note 4(a) for a discussion of the
       impairment expense recorded on certain fixed assets related to
       restructuring and note 3 for a discussion of the impairment expense
       recorded on certain fixed assets related to the distribution of those
       assets after the sale transaction.

       CAPITALIZED INTEREST

       During 2005 and 2004, interest of $153 and $259, respectively,
       associated with the construction of certain long-lived assets, was
       capitalized as part of the cost of those assets and amortized over
       the estimated useful lives of the related assets.

       INTERNAL USE SOFTWARE

       Software costs were amortized over expected lives ranging from three
       to seven years.

       DEFERRED DEBT ISSUANCE COSTS

       Deferred debt issuance costs associated with the September 2000
       Credit Agreement (see note 8) were amortized using the straight-line
       method, which approximated the effective interest method, over the
       estimated life of the related loan. The remaining debt issuance costs
       were written off to interest expense in 2004 upon the Company
       accelerating the payoff of the term and line of credit facilities
       (see note 8).

       Deferred debt issuance costs associated with the February 2005 credit
       facility (see note 8) were amortized using the straight-line method,
       which approximated the effective interest method, over the estimated
       life of the related loan. The remaining debt issuance costs were
       written off in 2005 upon the Company

                                                                 (Continued)
                                     8

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       accelerating the payoff of the credit facility in conjunction with
       the sale of assets (see note 3). The write-off of $1,090 is included
       in the gain on sale of assets in the 2005 consolidated statement of
       operations.

       REVENUE RECOGNITION

       Revenue was recognized upon completion of the earnings process, which
       was upon shipment. Net sales included billings to customers for
       shipping and handling, and the related shipping and handling costs
       were classified as cost of sales. Rebates due to customers were
       provided in the same period that the related sales were recorded
       based on the contract terms.

       ENVIRONMENTAL REMEDIATION

       Costs for remediation of waste disposal at current operating sites
       were accrued in other long-term liabilities in the accounting period
       in which the obligation was probable and when the cost was reasonably
       estimable. Environmental liabilities were not discounted, and they
       were not reduced for any claims for recoveries from insurance or
       third parties.

       DERIVATIVE INSTRUMENTS

       The Company adopted SFAS No. 133, Accounting for Derivative
       Instruments and Hedging Activities, as amended by SFAS No. 137,
       Accounting for Derivative Instruments and Hedging
       Activities--Deferral of the Effective Date of FASB Statement No. 133,
       and SFAS No. 138, Accounting for Certain Derivative Instruments and
       Certain Hedging Activities, on April 1, 2000. SFAS No. 133
       establishes accounting and reporting standards requiring that every
       derivative instrument (including certain derivative instruments
       embedded in other contracts) be recorded in the balance sheet as
       either an asset or liability measured at its fair value and that
       changes in the derivative's fair value be recognized currently in
       earnings unless specific hedge accounting criteria are met. Special
       accounting for qualifying hedges allows a derivative's gains and
       losses to offset related results on the hedged item in the income
       statement and requires that a company must formally document,
       designate, and assess the effectiveness of transactions that receive
       hedge accounting.

       Historically, the Company managed fluctuations in interest rates by
       using an interest rate swap agreement as required by certain debt
       agreements. The Company's interest rate swap agreement required the
       Company to pay a fixed rate and receive a floating rate, thereby
       creating fixed-rate debt on the notional amount of $100,000 relative
       to the term loan discussed in note 8. The effective portion of the
       gain or loss on the Company's interest rate swap agreement was
       reported in accumulated other comprehensive income in 2002. However,
       in 2003, the hedge accounting treatment on the interest rate swap was
       deemed ineffective and, as such, the entire amount of unrealized gain
       on derivative instruments included in accumulated other comprehensive
       income was recorded to interest expense at December 31, 2003. In 2005
       and 2004, the change in fair market value during the year of $76 and
       $2,058, respectively, was recorded as a credit to interest expense.
       The Company no longer holds any interest rate swaps (see note 9).

       INCOME TAXES

       No provision for United States Federal income taxes has been made in
       the accompanying consolidated financial statements since any
       liability for such income taxes is that of the Owners and not of the
       Company. The Company's income tax provision relates to certain
       foreign, state and local income taxes.

                                                                 (Continued)

                                     9

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       SELF-INSURANCE

       Until November 4, 2005, the Company assumed the risk of losses up to
       certain limits for the employee group dental plan and workers'
       compensation and general liability claims. Accrued expenses and other
       long-term liabilities include the Company's estimates of such claims
       payable. In 2004, the Company changed its insurance carrier and
       coverage on group medical and no longer assumes the risk of losses up
       to certain limits on that plan.

       FOREIGN CURRENCY TRANSLATION

       Assets and liabilities denominated in foreign currency were
       translated at current exchange rates, and profit-and-loss accounts
       were translated at weighted average exchange rates. Resulting
       translation gains and losses were included as a separate component of
       members' equity in accumulated other comprehensive income. As part of
       the sale transaction, all foreign currency denominated assets and
       liabilities were sold to ICL. As such, the balance of accumulated
       other comprehensive loss on the transaction date of $1,144 was
       recorded as a component of the gain on sale in the 2005 consolidated
       statement of operations.

       RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

       In November 2004, the FASB issued SFAS No. 151, Inventory Costs,
       which amends the guidance in Accounting Research Bulletin No. 43,
       Chapter 4, Inventory Pricing, to clarify the accounting for abnormal
       amounts of idle facility expense, freight, handling costs, and wasted
       material. SFAS No. 151 requires that those items be recognized as
       current period expense. In addition, SFAS No. 151 requires the
       allocation of fixed production overheads to the costs of conversion
       be based on the normal capacity of the production facilities. The
       Company adopted the provisions of this statement for inventory costs
       in 2005. The adoption of SFAS No. 151 did not have a material impact
       on the overall results of operations or financial position.

(3)    SALE OF ASSETS

       The Company and its Owners entered into an Asset Purchase Agreement
       with ICL, dated September 1, 2005, to sell substantially all of the
       Company's assets, including $925 in cash for $255,000 cash and the
       assumption of certain liabilities. The sale price of the transaction
       was based on a purchased net working capital balance of $58,000, with
       any difference on the date of close to be reflected as an adjustment
       to the purchase price. The estimated purchased working capital at
       closing was $70,243, which resulted in a preliminary purchase price
       of $267,243. The Asset Purchase Agreement required that cash equal to
       the estimated working capital excess on November 4, 2005 of $12,243
       be deposited in an escrow account to be released from escrow upon
       verification of actual working capital on the transaction date. As of
       December 31, 2005, the final working capital adjustment to the
       purchase price was undetermined. Final determination of the working
       capital adjustment is anticipated to be made in the 2nd quarter of
       2006. The Company recorded a gain on the sale of $125,909, net of
       transaction costs of $12,708 and other items.

       Immediately following the sale, the Company repaid its $53,618 in
       borrowings under the 2005 Credit Agreement. Then, most of the
       remaining assets and liabilities were transferred to the Owners
       pursuant to the Owners' Agreement dated September 1, 2005. The
       remaining available proceeds were distributed to the Owners pursuant
       to the Joint Venture Agreement.

                                                                  (Continued)

                                     10

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)

       Certain fixed assets were excluded from the sale to ICL, including
       certain assets from the Company's operations in Sauget, Illinois.
       These assets were determined to be fully impaired after the
       transaction and were written -off prior to distribution to the
       Owners. The amount of this impairment was $9,653 and is included in
       the gain on sale of assets in the 2005 consolidated statement of
       operations. The remaining excluded assets were distributed at net
       book value on the date of distribution.

       Siratsa ceased operations when the transaction was completed on
       November 4, 2005.

(4)    RESTRUCTURING AND OTHER EXPENSES

       The Company historically performed strategic reviews to assess the
       returns on their operations, which sometimes resulted in a plan to
       restructure the operations of a business. The following represents
       the restructuring activities of the Company up to and including the
       date of the sale transaction:

       2001 RESTRUCTURING ACTIVITIES

       In October 2001, the Company announced the closing of its Pocatello
       plant (elemental phosphorus production facility) and the Kemmerer,
       Wyoming plant used to produce coke, which was used in the elemental
       phosphorus manufacturing process. The closings resulted in
       approximately $116,268 of restructuring expenses and $3,186 of
       inventory write-downs recorded in the fourth quarter of 2001.

       2003 RESTRUCTURING ACTIVITIES

       In December 2002, the Company ceased mining ore at its Dry Valley,
       Idaho facility. The mine and all the assets were reduced to a
       mothball status in 2003. During 2003, the Company began operating the
       Trenton, Michigan facility in a campaign mode. The impact of these
       restructurings resulted in an expense of $6,992 in 2003. These
       activities and corresponding cash payments were completed as of
       December 31, 2003.

       In September 2003, the Company announced a restructuring plan to
       optimize fixed costs through product asset rationalization and
       selective product rationalization resulting in a charge of $831,
       $21,087 and $178,928 to restructuring and other expenses in 2005,
       2004 and 2003, respectively. These expenses will be described in more
       detail below (see (a) through (d)). Also in 2003, a noncash expense
       of $13,179 was recorded to cost of sales to write down inventory to
       fair value (see (e)). Key aspects of the restructuring plan included
       the following:

       o      Consolidation of the Company's food and technical phosphate
              salts production into facilities located in St. Louis,
              Missouri; Carteret, New Jersey; and Lawrence, Kansas.

       o      Closure of the Company's plants in Conda, Idaho; Green River,
              Wyoming; and Trenton, Michigan. The Conda facility was closed
              in October 2003, the Green River facility was closed in
              January 2004, and the Trenton facility was closed in April
              2004. In addition, trans-loading, repackaging, and warehousing
              operations at the Company's leased facility in Bedford Park,
              Illinois were terminated in March 2004.

       o      Implement a product strategy that optimizes market driven
              end-user demand for elemental and purified phosphoric acid
              derivative products.

       The above Restructuring Activities resulted in the Company recording
       the following:

                                                                 (Continued)

                                     11

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


(a)    WRITE-DOWN OF FIXED ASSETS

       As a result of the 2003 restructuring activities, the net book value
       of the fixed assets at all the facilities impacted was written down
       to market value. These actions resulted in a noncash expense of
       $139,613 in 2003 to write down certain assets to fair market value.
       During 2004, certain assets at the Conda, Dry Valley, and Green River
       facilities were disposed of as part of settlement agreements (see
       note 4(c) below).

       Also during 2004, the Company determined that elemental phosphorous
       would no longer be purchased in quantities to profitably support its
       restructured phosphoric acid burning assets as the Company increased
       its purchases of purified phosphoric acid. In accordance with SFAS
       No. 144, the Company recorded an impairment expense of $3,600 related
       to its phosphoric acid burning assets based upon an assessment of the
       discounted cash flows.

       The settlement agreements, combined with the impairment expense and
       other noncash expenses identified, resulted in a net recovery of $255
       and $242 in 2005 and 2004, respectively.

(b)    EMPLOYEE RELATED COSTS

       There were approximately 30 Astaris employees and approximately 170
       employees from FMC and Solutia affected by the 2003 restructuring
       activities. In accordance with the Joint Venture Agreement between
       FMC, Solutia, and Astaris, the Company must bear the severance and
       training costs in accordance with the existing agreements at both
       owner facilities.

       The total expense related to these strategic actions was $1,286,
       $4,697 and $10,430 in 2005, 2004 and 2003, respectively, while
       $2,480, $7,915 and $4,608 was utilized in 2005, 2004 and 2003,
       respectively, as a result of these activities. As of December 31,
       2005, 2004 and 2003, $ -0-, $2,015 and $5,233, respectively, remained
       as accruals for future payments.

(c)    CONTRACT SETTLEMENTS AND PROFESSIONAL FEES

       As a result of the 2001 restructuring activities, contracts for such
       items as railcars, nitrogen, electrodes, natural gas, silica, and
       coal were terminated resulting in an expense of $23,773. As of
       December 31, 2005, 2004 and 2003, $-0-, $13,671 and $15,459,
       respectively, remained as accruals for future payments.

       As a result of the 2003 restructuring activities, shipping contracts
       for such items as railcars and trucking leases associated with the
       related facilities were terminated and charged to expense along with
       costs incurred to mothball the Dry Valley Mine and professional fees
       incurred related to consulting for legal, finance, marketing, and
       operational restructuring activities.

       These items amounted to $(496), $8,465 and $8,936 in 2005, 2004 and
       2003, respectively. As of December 31, 2005, 2004 and 2003, $18,
       $1,707 and $3,029, respectively, remained as accruals for future
       payments.

       In accordance with the Joint Venture Agreement between FMC, Solutia,
       and Astaris, the Company must bear certain fixed costs, such as
       corporate and plant overhead allocations, for any plant shutdown by
       Astaris that is a guest site at an Owner facility for a period
       between notification and

                                                                 (Continued)

                                     12

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       shutdown of the facility and for an additional 18 months after the
       shutdown. As previously discussed above, the Green River facility,
       which was a guest site at an FMC facility, was closed in January
       2004, and the Trenton facility, which was a guest site at a Solutia
       facility, was closed in April 2004. As such, the Company expensed
       $-0-, $7,346 and $17,140 to restructuring and other expenses in 2005,
       2004 and 2003, respectively. At December 31, 2005, 2004 and 2003,
       $-0-, $15,085 and $17,140, respectively, remained as accruals for
       future payments. The Company settled these claims with the Owners as
       part of the sale transaction.

       As part of the 2003 restructuring, the Company negotiated a
       settlement with a major competitor to settle a breach of contract
       lawsuit that was filed in August 2002. The settlement included a cash
       payment of $1,700 and the agreement to continue to provide certain
       products for an agreed-to price over a two-year period of time. At
       December 31, 2005, 2004 and 2003, the Company expensed $596, $1,112
       and $3,407, respectively, to restructuring and other expenses for
       this settlement. Payments under this settlement were completed in
       2005.

       During February 2004, the Company reached an agreement with FMC to
       return approximately 150 railcars and their monthly lease commitments
       to FMC for FMC's own use. The railcars were being subleased from FMC
       for Green River distribution requirements. As part of the agreement,
       Astaris continued to pay for certain repair costs, which were
       included in the above accrual at December 31, 2004. On November 4,
       2005 the sublease agreement with FMC was terminated.

       As discussed above, the Company ceased operations at the Conda, Idaho
       facility, which was being operated by Nu-West, a subsidiary of
       Agrium, Inc. (Agrium), under a stand-alone operating agreement. In
       February 2004, Astaris and Agrium entered into an agreement to
       resolve all the outstanding issues related to this closing. On March
       5, 2004, Astaris paid Agrium a cash settlement in the amount of
       $8,000 (as a contract settlement) and transferred certain assets to
       Agrium as part of the termination of the agreement with Agrium, Inc.

(d)    DEMOLITION AND OTHER ENVIRONMENTAL

       As a result of the 2001 restructuring activities, costs to demolish
       and rectify land represented $40,244. Included in this amount is an
       expense totaling $36,500 related to an agreement between Solutia,
       FMC, and Astaris, whereby Astaris will make annual payments over five
       years to FMC for certain environmental restructuring activities that
       will be performed by FMC. In 2005, 2004, and 2003, $15,731, $8,760,
       and $8,030, respectively, had been paid as a result of this
       agreement, and $-0- and $16,060 remained as accruals for future
       payments in 2005 and 2004, respectively.

       In 2003, pursuant to SFAS No. 143, Accounting for Asset Retirement
       Obligations, the Company began accruing for certain demolition and
       other legal commitments associated with the 2003 restructuring
       activities at the Green River, Wyoming and Trenton, Michigan
       facilities in accordance with estimated costs prescribed under
       formation contracts with both Owners. As of December 31, 2004 and
       2003, $3,478 and $6,394, respectively, was recognized as expense to
       accrue for future costs. There were no additional accruals made in
       2005.As of December 31, 2005 and 2004, the Company utilized $1,060
       and $3,267, respectively for dismantling and decontamination costs at
       these sites. During 2004, the Company pursued and ultimately reached
       a legal settlement with FMC in October resulting in the transfer and
       disposal of all its assets at its Green River, Wyoming facility.

                                                                 (Continued)

                                     13

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       The settlement resulted in the Company reducing the previously
       provided accrual by $3,228, which was the remaining reserve related
       to the dismantlement of those assets that is no longer required as
       part of the settlement. Also during 2004, the Company revised its
       forecast to dismantle and decontaminate its Trenton, Michigan
       facility. As a result of these developments, the Company revised its
       SFAS No. 143 calculation and adjusted the remaining accrual by $541
       at December 31, 2004 to $3,092.

       Pursuant to the Owner's Agreement, after the closing of the sale
       transaction, the remaining restructuring liabilities were assumed by
       the Owners. The Owners settled for $16,169 in cash the liabilities
       related to the Trenton plant shutdown, Pocatello environmental
       activities, a rail car lease and a coal contract. The Owners
       Agreement and settlement eliminated future payment obligations
       related to the 2003 restructuring. As such, the remaining
       restructuring reserves were eliminated, resulting in an increase to
       income of $17,510 that is included in the gain on sale in the 2005
       statement of operations.

       A restructuring table for the above activity is as follows:

<TABLE>
<CAPTION>
                                                                 CASH RESERVE
                                            ------------------------------------------------------
                                                          CONTRACT
                                                        SETTLEMENTS
                                            EMPLOYEE-       AND        DEMOLITION
                          WRITE-DOWN OF     RELATED     PROFESSIONAL    AND OTHER     CASH RESERVE
                          FIXED ASSETS        COSTS         FEES      ENVIRONMENTAL       TOTAL         TOTAL
                          -------------     ---------   ------------  --------------  ------------   -----------
<S>                        <C>               <C>          <C>           <C>             <C>           <C>
Balance at December 2002   $      --           (589)       16,709        33,225          49,345         49,345

Charges taken to expense     139,613         10,430        29,483         6,394          46,307        185,920
Amount utilized             (139,613)        (4,608)      (10,564)       (8,149)        (23,321)      (162,934)
                          --------------  -----------  -------------  ------------    ------------   -----------
Balance at December 2003          --          5,233        35,628        31,470          72,331         72,331

Charges taken to expense        (242)         4,697        16,923          (291)         21,329         21,087
Amount utilized                  242         (7,915)      (22,088)      (12,027)        (42,030)       (41,788)
                          --------------  -----------  -------------  ------------    ------------   -----------
Balance at December 2004          --          2,015        30,463        19,152          51,630         51,630

Charges taken to expense        (255)         1,286          (305)          105           1,086            831
Amount utilized                  255         (2,480)       (6,615)       (9,924)        (19,019)       (18,764)
Payment to Owners                 --             --        (7,165)       (9,004)        (16,169)       (16,169)
Reversed to income                --           (821)      (16,360)         (329)        (17,510)       (17,510)
                          --------------  -----------  -------------  ------------    ------------   -----------

Balance at December 2005   $      --             --            18            --              18             18
                          ==============  =========== =============  ============     ============   ===========
</TABLE>

(e)    INVENTORY

       As a result of the restructuring activities in 2003 to cease
       production at certain facilities, related inventories needed for
       production were written down to fair value. This resulted in a
       noncash expense to cost of sales of $13,179 in 2003.

                                                                 (Continued)
                                     14

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)

(5)    INVENTORIES

       The components of inventories as of December 31, 2005 and 2004 are as
       follows:

<TABLE>
<CAPTION>
                                                                           2005                  2004
                                                                    -------------------   -------------------
<S>                                                                 <C>                              <C>
       Raw materials                                                $                --                 4,473
       Work-in-process                                                               --                16,193
       Finished goods                                                                --                23,442
       Supplies and packaging materials                                              --                 5,143
                                                                    -------------------   -------------------
                        Total                                                        --                49,251
       Less LIFO reserve                                                             --               (23,296)
                                                                    -------------------   -------------------
                                                                    $                --                25,955
                                                                    ===================   ===================
</TABLE>

       Inventories at FIFO approximated current cost. Due to LIFO pool
       decrements, annual earnings increased by approximately $2,046 and
       $16,578 in 2004 and 2003, respectively.

(6)    PROPERTY, PLANT, AND EQUIPMENT

       Property, plant, and equipment at December 31, 2005 and 2004 consists
       of the following:

<TABLE>
<CAPTION>
                                                                           2005                  2004
                                                                    -------------------   -------------------
<S>                                                                 <C>                              <C>
       Land and land improvements                                   $                --                 8,630
       Buildings                                                                     --                45,400
       Machinery and equipment                                                       --               221,187
       Construction in progress                                                      --                 2,847
                                                                    -------------------   -------------------
                                                                                     --               278,064
       Less accumulated depreciation                                                 --               192,271
                                                                    -------------------   -------------------
                                                                    $                --                85,793
                                                                    ===================   ===================
</TABLE>

       Depreciation expense was $7,254, $9,236 and $18,784 for 2005, 2004,
       and 2003, respectively, and is included in cost of sales and selling,
       general, and administration expenses.

                                                                 (Continued)

                                     15

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


(7)    ACCOUNTS PAYABLE AND ACCRUED EXPENSES

       Accounts payable and accrued expenses at December 31, 2005 and 2004
       consists of the following:

<TABLE>
<CAPTION>
                                                                           2005                  2004
                                                                    -------------------   -------------------
<S>                                                                 <C>                                <C>
       Accounts payable                                             $                --                19,273
       Accrued rebates                                                               --                 3,802
       Accrued compensation and benefits                                            170                 7,070
       Current portion of OPEB liability (note 11)                                   --                 4,000
       Current portion of accrued restructuring
            reserve (note 4)                                                         18                18,865
       Other accrued liabilities                                                  2,108                 5,339
                                                                    -------------------   -------------------
                                                                    $             2,296                58,349
                                                                    ===================   ===================
</TABLE>

(8)    LONG-TERM DEBT

       On November 4, 2005, the Credit Facility was repaid in full,
       including all accrued interest, with proceeds from the sale of the
       Company's assets (see note 3).

       In September 2000, the Company entered into a credit agreement
       (Credit Agreement) that had maximum borrowings of $275,000 with a
       maturity date of September 2005, payable in quarterly installments
       that began on December 31, 2002. Subsequent amendments entered into
       by the Company resulted in an accelerating repayment schedule and a
       reduction in maximum borrowings to $20,000 by the end of 2004. As of
       December 31, 2004, the unused availability, net of $6,341 in
       outstanding letters of credit, was $13,659. The aggregate amount of
       debt outstanding under the Credit Agreement at December 31, 2004 was
       $0 . The Company was in compliance with its debt covenants as of
       December 31, 2004 and 2003.

       On February 8, 2005, the Company entered into a new asset-based
       revolving Credit Facility replacing the September 2000 Credit
       Agreement. The new Credit Facility had maximum borrowings up to $75
       million under a revolver with a $25 million uncommitted expansion
       option and an original maturity date of February 2008. The Credit
       Facility was secured by certain assets of the Company. Borrowings
       under the Credit Facility bore interest at the base rate or the
       Eurodollar rate, as defined, plus a margin up to 2.5%.

       The Credit Facility contained a number of positive and negative
       covenants that are common in Credit Agreements of this type. The
       primary financial covenant was a fixed charge coverage ratio that was
       only applicable if the minimum availability fell below $15.0 million.
       In addition, if the minimum availability fell below a 30 day average
       of $17.5 million, certain payments to FMC and Solutia were to be
       deferred until such time availability exceeded this threshold. As
       part of the closing of the New Credit Facility, the deferred payment
       balances to the Owners discussed in note 14 were paid.

(9)    FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company has no long-term debt at December 31, 2005 or 2004.

                                                                 (Continued)

                                     16

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       The fair value of the interest rate swap agreement of $255 is
       included in other long-term liabilities at December 31, 2004,
       reflecting the estimated amount that the Company would pay (excluding
       accrued interest) to terminate the contracts on the reporting date,
       thereby taking into account the current unrealized losses of open
       contracts. In February 2005, a portion of the swap was cancelled with
       a payment of $185. In June 2005, the remaining portion expired.

       In accordance with SFAS No. 133, Accounting for Derivative
       Instruments and Hedging Activities, the hedge accounting treatment on
       the interest rate swap was deemed ineffective in 2003 and, as such,
       the entire amount of unrealized gain on derivative instruments
       included in accumulated other comprehensive income was recorded to
       interest expense at December 31, 2003. In 2005 and 2004 , the change
       in fair market value during the year of $76 and $2,058, respectively,
       was recorded to interest expense.

(10)   COMMITMENTS AND CONTINGENCIES

       Pursuant to the Asset Purchase Agreement and the Owner's Agreement,
       responsibility for all contingent liabilities and commitments,
       including all lease commitments, was assumed by either ICL or the
       Owners.

       The Company leased office space, plants, facilities, and various
       types of manufacturing, data processing, and transportation
       equipment. Leases of real estate generally provided for payment of
       property taxes, insurance and repairs by the Company. Capital leases
       were not significant. Rent expense under operating leases was $2,448,
       $7,259 and $9,026 in 2005, 2004, and 2003, respectively. Siratsa has
       no operating lease agreements at December 31, 2005

       The Company has certain contingent liabilities arising from
       litigation related to the sale of assets described in Note 3. Based
       on information currently available and established reserves, the
       ultimate resolution of the Company's known contingencies is not
       expected to have a material adverse effect on its financial position,
       results of operations or liquidity.

(11)   EMPLOYEE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

       Prior to the sale of the Company's assets, (see note 3), the
       Company's employees had the option to participate in 401(k) plans
       (the 401(k) Plans). Employees that qualified for participation could
       contribute up to 60% of their salary on a before-tax basis, subject
       to a maximum contribution limit as determined by the Internal Revenue
       Service, or 100% of their salary on an after-tax basis. The Company
       matched 80% of the first 5% of participant contributions. The Company
       made matching contributions to the 401(k) Plans totaling $1,157,
       $1,284, and $1,280 in 2005, 2004, and 2003, respectively. In
       addition, the Company also contributed a percentage of employees'
       eligible earnings to a money purchase plan (the Money Purchase Plan)
       regardless of employees' 401(k) Plan participation. For the first two
       months of 2003, this contribution rate was 6%. Effective March 1,
       2003, this rate was reduced to 3% for the remainder of 2003 and for
       the years 2004 and 2005. The Company made contributions to the Money
       Purchase Plan totaling $990, $1,089, and $1,344 in 2005, 2004, and
       2003, respectively.

                                                                 (Continued)

                                     17

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       Under the Joint Venture Agreement, the Company had a liability to the
       Owners for the reimbursement of postemployment benefits (OPEB)
       provided to certain retired employees accrued under the Owners'
       postemployment benefit plans, as defined. All of the OPEB liabilities
       were assumed by the Parents in equal amounts after the sale
       transaction (see note 3). The following table sets forth the
       Company's obligations:

<TABLE>
<CAPTION>
                                                                            POSTRETIREMENT BENEFITS
                                                                    -----------------------------------------
                                                                           2005                  2004
                                                                    -------------------   -------------------
<S>                                                                 <C>                              <C>
       Benefit obligation at December 31                            $                --                32,572
       Fair value of plan assets at December 31                                      --                    --
                                                                    -------------------   -------------------
                   Funded status                                                     --               (32,572)
       Unrecognized net actuarial loss                                               --                   258
       Unrecognized prior service cost                                               --                (2,752)
                                                                    -------------------   -------------------
                   Accrued benefit cost recognized in the
                      consolidated balance sheets                   $                --               (35,066)
                                                                    ===================   ===================
       Weighted average assumptions the measurement date:
            Discount rate                                                          5.00%                 6.00%
            Rate of compensation increase                                            --                  3.00%
</TABLE>

       The measurement date for the plan was September 30 for 2005 and
       December 31 for 2004. For measurement purposes, an 8% and 9% annual
       rate of increase in the per-capita cost of covered healthcare
       benefits was assumed for 2005 and 2004, respectively. The rate was
       assumed to decrease gradually to 5% through 2008 and remain at that
       level thereafter.

<TABLE>
<CAPTION>
                                                                            POSTRETIREMENT BENEFITS
                                                                    -----------------------------------------
                                                                           2005                  2004
                                                                    -------------------   -------------------
<S>                                                                 <C>                              <C>
       Service cost                                                 $               79                    78
       Interest cost                                                             1,550                 1,834
       Other                                                                      (400)                 (552)
                                                                    -------------------   -------------------
                   Net periodic benefit cost                        $            1,229                 1,360
                                                                    ===================   ===================
</TABLE>

       At December 31, 2004, $3,468 was accrued in due to affiliates for the
       2004 year obligation as the payment was deferred and subsequently
       paid in 2005. Benefits paid were $4,183 and $3,961 in 2005 and 2004,
       respectively. Net periodic benefit cost primarily relates to retired
       employees and is included in other net in the consolidated statement
       of operations.

       Solutia adopted the provisions of FSP 106-2 in the quarter ended June
       30, 2004 and; as such, this adoption is reflected in the Company's
       accounting for postretirement benefits.

       During the third quarter 2004, Solutia amended its U.S.
       postretirement plan for nonunion, active participants. These changes,
       effective September 1, 2004, include discontinuation of all
       postretirement

                                                                 (Continued)

                                     18

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


       benefits for a retiree or spouse after such person attains 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 to future retirees. As
       a result, Solutia recorded a curtailment gain due to the reduction in
       anticipated future service of nonunion participants in Solutia's U.S.
       postretirement plan, which has been ratably passed on to Astaris and
       is reflective of the unrecognized prior service cost at December 31,
       2005 and 2004 in the table above. The unrecognized prior service cost
       was being amortized over five years.

(12)   ENVIRONMENTAL OBLIGATIONS

       Pursuant to the Asset Purchase Agreement and the Owner's Agreement,
       all environmental liabilities have been transferred to either ICL or
       the Owners.

       Prior to the transaction, the Company was subject to various federal,
       state, and local environmental laws and regulations that govern
       emissions of air pollutants, discharges of water pollutants, and the
       manufacture, storage, handling, and disposal of hazardous substances,
       hazardous wastes, and other toxic materials. U.S. environmental
       legislations that had a particular impact on the Company include 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). The Company was 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 U.S. Environmental Protection
       Agency (EPA), OSHA, and other federal agencies have the authority to
       promulgate regulations that have an impact on the Company's
       operations.

       In addition to these federal activities, various states have been
       delegated certain authority under several of the aforementioned
       federal statutes. Many state and local governments have adopted
       environmental and employee safety and health laws and regulations,
       some of which are similar to federal requirements. State and federal
       authorities may seek fines and penalties for violation of these laws
       and regulations.

       The Joint Venture Agreement between Astaris, FMC, and Solutia states
       that FMC and Solutia are responsible for preinception existing
       environmental conditions at their respective facilities. The Company
       is proportionally responsible for any existing environmental
       conditions that it exacerbated and was solely responsible for
       environmental conditions arising solely out of postinception
       operations.

       As a result of the restructuring activities in 2003 (see note 4),
       Astaris executed the shutdown of operations at the Green River,
       Wyoming; the Bedford Park, Illinois; and the Trenton, Michigan
       facilities and decontamination efforts began in 2004. The Green River
       assets and related environmental liabilities were transferred to FMC
       in 2004. The Bedford Park assets were removed and the lease
       relinquished in 2004, resulting in no known remaining environmental
       obligations as of December 31, 2004 or 2005. The Trenton assets were
       decontaminated and mothballed for demolishment at a later date and
       the Company continued to perform ongoing environmental activities as
       needed, through November 4, 2005.

       As a result of the March 5, 2004 settlement agreement with NuWest
       Industries, Inc., previously discussed in note 4, certain assets
       related to the Conda and Dry Valley mines were transferred to NuWest,
       along with related environmental liabilities.

                                                                 (Continued)

                                     19

<PAGE>
<PAGE>

                        SIRATSA LLC AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                      December 31, 2005, 2004 and 2003

                           (Dollars in thousands)


(13)   CONCENTRATIONS

       Sales to one customer represented approximately 11%, 12%, and 11% of
       sales in 2005, 2004, and 2003, respectively. Purchases from two
       vendors represented approximately 18% and 16% in 2005, 18% and 17% in
       2004 and 19% and 11% of purchases in 2003.

(14)   RELATED PARTIES

       The Company and the Owners provided and received various services to
       and from each other. Amounts included in the consolidated statements
       of operations related to these services for 2005, 2004, and 2003 are
       as follows:

<TABLE>
<CAPTION>
                                                          2005                  2004                  2003
                                                    ------------------   -------------------   -------------------
<S>                                                 <C>                            <C>                 <C>
Administrative services provided by the
  Owners and billed to the Company                  $             221                   640                 2,562
Manufacturing services and related
  infrastructure support provided by the
  Owners and billed to the Company                             13,759                12,068                38,375
Environmental remediation services,
  dismantlement, and other restructuring
  charges billed by the Owners
  to the Company                                                  626                17,888                 1,731
Raw materials and finished goods
  purchased by the Company from
  the Owners                                                    6,609                 4,151                 4,373
Net sales by the Company to the Owners                          1,740                 3,479                 3,999
</TABLE>

       As a result of the transactions with the Owners, the Company has a
       receivable from the Owners of $-0- and $1,189 and a payable to the
       Owners of $-0- and $6,950 at December 31, 2005 and 2004,
       respectively. These amounts were recorded as due from affiliates and
       due to affiliates, respectively.

       As part of entering into an amendment of the Credit Agreement, both
       Owners agreed to defer payments from Astaris for certain costs,
       primarily related to the restructuring, through September 2005. The
       total payments deferred and recognized as due to affiliates on the
       consolidated balance sheets totaled $31,717 at December 31, 2004 (See
       note 8).

       The Company purchased raw materials from its former 44% joint venture
       investment in FosBrasil. These purchases were approximately $9,514,
       $9,450 and $8,108 for 2005, 2004, and 2003, respectively. As a result
       of the transactions with the Company's joint venture, the Company has
       a payable of $-0- and $869, included in accounts payable and accrued
       expenses at December 31, 2005 and 2004, respectively.


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