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Solvay SA

Earnings Release Oct 25, 2012

4005_10-q_2012-10-25_eb0e3a40-af42-4548-a9a8-8f487093d0e1.pdf

Earnings Release

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Further . Closer.Together

3RD quart er an dfir st nine mon ths finan cial report 2012*

regulated information october 25 2012, 7.30 am Brussels time

Solvay GROUP 3rd QUARTER 2012 BUSINESS REVIEW*

Highlights

Continued earnings strength supported by the growth engines and highly resilient businesses, and strong cash flow generation

  • • Net sales up 1% to EUR 3,291 million yoy with volumes (4)%, stable prices and forex +5%
  • • REBITDA at EUR 554 million +4% yoy
  • Record results in Consumer Chemicals (good demand and continued exceptional earnings contribution from its Indian native-guar JV) and in Specialty Polymers
  • Resilient growth performance in Essential Chemicals and Acetow & Eco Services while Advanced Materials' Rare Earths slowed down
  • Persisting difficult market conditions for Polyamide Materials and Vinyls
  • Confirmed pricing power Group-wise: In an inflationary context, selling price increases compensa ted rise in raw material and energy costs yoy, despite challenging business conditions at our cycle-sensitive businesses
  • • Adj EBIT1 at EUR 329 million compared to pro forma EUR 355 million last year, reflecting higher non-recurring items linked to the integration and cost efficiencies programs
  • • Adjusted Net Income1 (Group Share) of EUR 148 million
  • • Free Cash Flow of EUR 346 million and improved Net Debt to EUR 1.5 billion versus EUR 1.8 billion in Q2'12
  • • Interim dividend of EUR 0.90 net per share (EUR 1.20 gross per share)
    1. IFRS measures: EBIT 3rd quarter 2012 at 298 million versus EUR 148 million in the last year quarter; Net Income (Group share) 3rd quarter 2012 at 125 million versus EUR 73 million in the last year quarter

Quote of the CEO

While differentiated market dynamics by business segments persisted in the 3rd quarter, the breadth and quality of the product portfolio allowed Solvay to post another set of good results. The earnings strength combined with an effective working capital management generated a strong free cash flow. With the capacity extensions for its growth engines, Solvay continues executing its strategic journey towards its growth ambition. The integration progresses very well, establishing a solid foundation for the Group to move forward.

Outlook

The fragile macroeconomic environment reduces visibility across markets and industries. The 4th quarter will reflect seasonal inventory management from customers and the slowdown of some market segments. The good momentum of the integration and the re-design of the Group's organisation strengthen our confidence in the delivery of synergies and savings as planned. In this framework, Solvay confirms its expectation to achieve a full year REBITDA similar to the strong 2011 pro forma level.

All period changes throughout this document are to be deemed on a year-on-year bases unless otherwise stated.

REBITDA: Operating result before depreciation and amortization, non-recurring items, financial charges and income taxes

* Footnote applicable to the entire document: All references to year-on-year (yoy) evolution must be understood on a pro forma basis for 2011, as if the acquisition of Rhodia had become effective from the 1st of January 2011. On a pro forma basis Solvay 2011 historical figures were restated in order to have harmonized accounting policies among the two former Groups, policies that are to be used by the new Solvay going forward. Pro forma results exclude impacts from i) purchase price allocation entries; ii) non-recurring acquisition costs related to the Rhodia transaction and iii) financial revenues on cash deposits and investments. Adjusted Profit & Loss indicators exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

Solvay GROUP 3RD quarter 2012 BUSINESS REVIEW*

Key data (in million EUR) Adjusted1
Q3 2012
YoY
Pro Forma2
Adjusted1
evolution
Q3 2011
9M 2012
(%)
Pro Forma2
9M 2011
YoY
evolution
(%)
Net Sales3 3,291 3,256 1% 9,861 9,696 2%
REBITDA4 554 533 4% 1,642 1,711 (4)%
REBIT 383 366 5% 1,127 1,225 (8)%
Non-recurring items (54) (11) n.a. (48) 14 n.a.
EBIT 329 355 (7)% 1,079 1,239 (13)%
Net financial expenses (98) (99) 1% (287) (264) (9)%
Result before taxes 231 256 (10)% 790 976 (19)%
Income taxes (66) (103) 36% (245) (272) 10%
Net result from continuing operations 165 153 8% 545 704 (23)%
Net result from discontinued operations5 (2) 6 n.a. 1 (38) n.a.
Net income 163 160 2% 546 667 (18)%
Non controlling interests (15) (17) 10% (38) (54) 33%
Net income, Group share 148 143 3% 508 613 (17)%
Free cash flow6 346 223 55% 536 391 37%
  1. Adjusted performance indicators exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

  2. Pro forma figures shown in the income statement (a) as if the acquisition had become effective from 1st of January 2011, (b) harmonizing accounting principles and (c) excluding the Purchase Price Allocation (PPA) impacts.

  3. Net sales comprise the sales of goods and value added services corresponding to Solvay's know-how and core business. Net sales exclude other revenues primarily comprising commodity and utility trading transactions and other revenue deemed as incidental by the Group.

  4. REBITDA: operating results before depreciation and amortization, non-recurring items, financial charges and income taxes.

  5. The net results from discontinued operations is linked to post-closing adjustments subsequent to the sale of the pharmaceutical activities.

  6. Cash flow from operating activities (including dividends from associates and joint ventures) + cash flow from investing activities (excluding acquisitions and sales of subsidiaries and other investments).

YoY evolution (%) compared with pro forma 3RD quarter 2011

Solvay GROUP 3RD QUARTER AND year-to-date (9 months) 2012*

Key data (in million EUR) Adjusted Q3 2012 YoY evolution (%) Adjusted 9M 2012 YoY evolution (%)
Net sales 3,291 1% 9,861 2%
Plastics 994 8% 2,943 3%
Chemicals 758 7% 2,253 5%
Rhodia 1,540 (6)% 4,665 (1)%
REBITDA 554 4% 1,642 (4)%
Plastics 168 8% 450 (14)%
Chemicals 145 21% 439 13%
Rhodia 290 4% 869 (2)%
New Business Development (17) (68)% (38) (27)%
Corporate and Business Support (32) (170)% (78) (41)%
EBIT 329 (7)% 1079 (13)%

Business review – 9 months 2012

Net sales reached EUR 9,861 million, up by 2% versus the first nine months of 2011. This improvement is reflected in the Plastics and Chemicals sectors; net sales decreased in the Rhodia sector. The (4)% lower volumes were more than compensated by average selling price increases of +2%, favorable currency impact of +4% and scope changes of +1% The volume decline is mainly linked to the high demand dynamics observed last year and to the economic slowdown that severely impacted some business segments and some end markets.

REBITDA amounted to EUR 1,642 million down by (4)% versus the very demanding comparable of last year in the Plastics and Rhodia sectors. In Plastics, REBITDA declined by (14)% due to the demand decrease and margin squeeze in Vinyls while in Specialty Polymers volumes were up by +1%. REBITDA of the Chemicals sector came in at EUR 439 million, a 13% improvement yoy, which was supported by the sustained performance of Essential Chemicals. The (2)% lower REBITDA of the Rhodia sector reflected the margin squeeze in Polyamide Materials and the comparison to the Rare Earth exceptional pricing situation of last year, which were not fully compensated for by the strong growth in Consumer Chemicals and in Acetow & Eco Services. Group REBITDA margin on net sales amounted to 16.6% compared with 17.6% in the first nine months 2011.

REBITDA amounted to EUR (38) million for New Business Development and to EUR (78) million for Corporate and Business Support and included for both segments one-time items of EUR (11) million booked in the third quarter 2012.

Adjusted1 EBIT amounted to EUR 1,079 million which is (13)% down versus the first nine months of 2011 mainly due to lower adjusted EBIT in Plastics and Rhodia (link to developments at cycle-sensitive businesses) and non-recurring charges linked to the integration and cost savings programs. On an IFRS basis EBIT amounted to EUR 935 million.

  1. Adjusted performance indicators exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

Solvay accelerates its development in India

Solvay has signed an agreement to acquire a controlling interest in Sunshield Chemicals, an Indian company specializing in surfactants. This acquisition will enable Novecare to accelerate growth plans in India for the h&p care, agrochemicals, coatings and industrial applications markets.

Solvay has also announced a capacity increase of 70% at its Panoli plant, for the production of its high performance polymers PEEK and PAEK. Nearly half of this capacity increase has already been implemented and successfully brought on-line. The second phase of the project will be completed by mid 2013 and will allow the plant to continue to satisfy growth in demand.

These developments follow the opening of a major innovation center in Savli (Gujarat State) and further reinforce the Group's presence and commitment in India. Moreover, Solvay is determined to double its sales in India by 2015.

PlastiCS 3rd QUARTER 2012 BUSINESS REVIEW*

Highlights

Specialty Polymers

  • • Sustained strong business momentum with Net Sales and REBITDA reaching new record levels of EUR 359 million and EUR 115 million respectively. Volumes up by 9% and REBITDA margin of 32%
  • • Operational excellence programs contributing to the results growth

Vinyls

  • • Continued challenging market conditions adversely impacting both volumes and prices
  • • Differentiated business dynamics by region
Key data (in million EUR) Adjusted Q3 2012 YoY evolution (%) Adjusted 9M 2012 YoY evolution (%)
Net sales 994 8% 2,943 3%
Specialty Polymers 359 18% 1,033 9%
Vinyls 635 3% 1,909 0%
Vinyls Europe 361 3% 1,096 (2)%
Vinyls Asia 99 6% 280 11%
Vinyls South America 142 5% 415 (1)%
Plastics Integration 34 (9)% 118 (11)%
REBITDA 168 8% 450 (14)%
Specialty Polymers 115 24% 313 8%
Vinyls 52 (13)% 138 (39)%
EBIT 102 0% 350 (2)%
Key data (in million EUR) Q3 2012 YoY evolution (%) 9M 2012 YoY evolution (%)
EBIT IFRS 102 0% 350 (2)%

Specialty Polymers

Net sales of Specialty Polymers increased by 18% yoy and reached a new record of EUR 359 million in Q3'12. Prices increased by 1% and volumes rose by an impressive 9% compared to the same period last year. The 3rd quarter of 2012 benefited also from positive foreign exchange impacts of 7%. During the quarter, the most dynamic end markets were Smart Devices, Oil & Gas and Consumer applications. The Advanced Transportation, Healthcare and Water sectors remained highly resilient. Demand from the Construction and the Automotive industry was lackluster. Numerous operational excellence programs implemented over the year contributed to the results growth. The innovation development pool remains healthy with significant new promising projects to be launched in the following months.

REBITDA amounted to EUR 115 million up by 24% compared to the 3rd quarter of 2011. The REBITDA margin on net sales came in at 32%, versus the high level of 31% reached in Q3'11. The profitability of the activities was driven by volume growth, favorable product mix and pricing power through strong alignment with customers' needs.

Vinyls

Net sales of Vinyls amounted to EUR 635 million, up by 3% compared to the still high level of 3rd quarter 2011. Volumes of PVC and caustic soda rose by 2% while volumes from other co-products went down leading to an overall volume reduction of (2)% yoy. In Europe, demand for PVC remained low and volatile as a consequence of important ethylene price movements. In Latin America, production was impacted by reduced ethylene supplies in Argentina but improved slightly in Brazil. In Thailand, Vinythai operated at full capacity.

REBITDA amounted to EUR 52 million, a decrease of (13)% yoy. In Europe, SolVin's spreads decreased yoy and qoq. Solvay Indupa's results suffered from lower spreads in Brazil. Vinythai continued to deliver strong results.

3Q'12 net sales % YoY evolution 3Q'12 net sales % YoY evolution

Solvay's new SOLEF® production capacity strengthens its leadership in the growing specialty polymers market

Solvay announced the start up of new production capacity at its Tavaux plant, France, for SOLEF® Polyvinylidene fluoride (PVDF). Investment of EUR 26 million increased the PVDF production capacity at the plant by 50%. The outstanding properties of SOLEF® PVDF combined with the multiple available processing techniques make this fluorinated polymer a prime material for new applications in various demanding environments and applications.

CHemicals 3rd QUARTER 2012 BUSINESS REVIEW*

Highlights

  • • Essential Chemicals
  • REBITDA at EUR 132 million improved by 28% yoy based on pricing power and volume growth
  • REBITDA margin of 22%
  • • Special Chemicals
  • Volume flat but pricing in the refrigerants market less favorable compared to a strong 3rd quarter 2011
Key data (in million EUR) Adjusted Q3 2012 YoY evolution (%) Adjusted 9M 2012 YoY evolution (%)
Net sales 758 7% 2,253 5%
Essential Chemicals 598 8% 1,774 6%
EMEA1 366 3% 1,107 2%
North America 134 9% 390 10%
South America 38 39% 112 17%
Asia Pacific 60 26% 165 12%
Special Chemicals 159 5% 479 4%
REBITDA 145 21% 439 13%
Essential Chemicals 132 28% 394 24%
Special Chemicals 13 (13)% 45 (30)%
EBIT 99 30% 307 7%
Key data (in million EUR) Q3 2012 YoY evolution (%) 9M 2012 YoY evolution (%)
EBIT IFRS 99 30% 307 7%
  1. Europe, Middle-East and Africa

Essential Chemicals

Net sales of Essential Chemicals amounted to EUR 598 million, up by 8% yoy, due to volume growth of 3% (growth in Latin America and Asia more than compensated slightly lower volumes in Europe), forex and pricing.

Soda ash demand remained satisfactory. The lower demand for flat glass in Europe was compensated by good production and sales from the US. Demand in China stagnated. Bicarbonate volumes continued their volume growth. Net sales of soda ash and bicarbonate benefited from yoy price increases.

• In hydrogen peroxide demand remained strong. Selling prices rose yoy globally. Volumes decreased slightly versus the 3rd quarter 2011. This decrease is mainly to be ascribed to lower demand from pulp and paper in Europe. The other end markets such as chemicals, mining, alumina treatment and environmental applications continued to perform well.

Caustic soda continued benefiting from good volumes, coupled with slightly higher selling prices yoy.

• Volumes in epichlorohydrin increased thanks to the new Epicerol® plant in Thailand but profitability was impacted by further declining selling prices and weak demand in epoxy resins.

REBITDA amounted to EUR 132 million, up by 28% versus the 3rd quarter of 2011. Overall higher volumes, increased selling prices and strong operational performance accounted for the improved results.

Special Chemicals

Net sales amounted to EUR 159 million, up by 5% compared to the 3rd quarter of 2011.

REBITDA amounted to EUR 13 million, compared to EUR 20 million in the 2nd quarter of 2012 and EUR 15 million YoY. Demand remained good in end-markets like agro, healthcare, electronics while results continued to be negatively impacted by pricing pressure in refrigerants and weak Life Science performance.

Special Chemicals - 3Q'12 net sales % YoY evolution

Essential Chemicals - 3Q'12 net sales % YoY evolution

Joint venture for F2 cleaninggas incorporated

Solvay and Air Liquide have incorporated their worldwide fluorine gas business joint venture following the antitrust approvals.

This company will build, own and operate modular on-site fluorine cleaning gas units for the flat panel display and silicon thin film photovoltaic industries and thus offer these industries an economic, reliable and environmentallyfriendly product for cleaning applications. Fluorine gas (F2) is a cleaning gas that has no global warming potential. It also enables our customers to increase their productivity.

Bio-based epichlorohydrin plant to serve China, the world's

Rhodia 3rd quarter 2012 business REview* Highlights

  • • Profit growth continued to be driven by Consumer Chemicals and Acetow & Eco Services
  • • At Consumer Chemicals, Novecare still benefited from exceptional pricing opportunities at its Indian guar JV in a context of high demand before the new crop harvesting season
  • • Positive pricing power for the Sector with excellent performance across businesses except for Polyamide Materials and for Rare Earth's peak comparison (Advanced Materials)
Key data (in million EUR) Adjusted Q3 2012 YoY evolution (%) Adjusted 9M 2012 YoY evolution (%)
Net sales 1,540 (6)% 4,665 (1)%
Consumer Chemicals 677 16% 1,906 9%
Advanced Materials 181 (33)% 645 (4)%
Polyamide Materials 416 (13)% 1,314 (6)%
Acetow & Eco Services 237 8% 692 8%
Energy Services 30 (40)% 110 (27)%
REBITDA 290 4% 869 (2)%
Consumer Chemicals 162 105% 424 58%
Advanced Materials 41 (53)% 137 (35)%
Polyamide Materials 16 (69)% 97 (47)%
Acetow & Eco Services 64 28% 191 29%
Energy Services 26 (28)% 83 (31)%
Corporate & Others (19) 21% (63) (47)%
EBIT 210 12% 569 (16)%
Key data (in million EUR) Q3 2012 YoY evolution (%) 9M 2012 YoY evolution (%)
EBIT IFRS 179 424

Consumer Chemicals

Consumer Chemicals reported net sales of EUR 677 million, up by 16% versus last year. Novecare continued its strong performance. Its differentiating integrated position in guar allowed to enhance its commercial offering in guar derivatives. Further, native guar prices stood exceptionally high during the period but are currently reaching more normalized levels with the new crop season. Coatis posted lower net sales due to poor phenol volumes and prices. Aroma Performance improved sales and volumes on the back of both market share gains after its successful repositioning in food and strong dynamics in Agro and Pharma.

REBITDA more than doubled versus last year, reaching EUR 162 million. This was mainly driven by Novecare's enhanced guar-derivative formulation business, coupled with the exceptional pricing conditions enjoyed by its Indian nativeguar JV that led to an improvement of about EUR 40 million versus last year. Coatis realized a slightly lower REBITDA yoy while Aroma delivered a stronger performance thanks to good volume growth. Overall, Consumer Chemicals posted increased volumes, favorable mix and excellent pricing power, resulting in a REBITDA margin at a high level of 24% compared to 14% last year.

3Q'12 net sales % YoY evolution

Advanced Materials

Net sales amounted to EUR 181 million, down by (33)% yoy, due to volumes and more normalized selling prices in rare earths. Overall volume decreased by (33)% due notably to Lighting customers' destocking in Rare Earths and to demand slowdown for Silica in Europe and to a lesser extent in Asia. The latter reflected lower activity levels in the tire replacement market and at Original Equipment Manufacturers. Higher Silica demand in the USA partly compensated for the weakness in other regions. Mixed Oxides demand for car catalysis applications within Rare Earths Systems remained stable.

REBITDA amounted to EUR 41 million, down by (53) % compared to the 3rd quarter 2011. Pricing power remained positive in Silica. Advanced Materials' REBITDA margin reached a good 23%, which as anticipated, stood lower than the 32% margin achieved in the year ago period with peak prices for rare earths. The Rare Earth Systems business started the full process to recycle heavy rare earths from phosphors in used fluorescent lamps in France.

3Q'12 net sales % YoY evolution

Multi year contract with Bolloré Group

Aroma Performance will supply two Bolloré Group affiliates, Batscap and BatHium Canada Inc, with specialty Lithium Salt grades (LiTFSI) for their Lithium-Metal-Polymer® (LMP) batteries.

LiTFSI is the preferred option for Lithium-Metal-Polymer® (LMP) batteries developed by BatHium and BatScap. Its chemical and thermal stability combined with excellent electrochemical properties ensure a reinforced intrinsic safety and longer durability for fully electric vehicles such as the Bluecar®, the small fully electric powered city car from Autolib', that was created by the Bolloré Group.

Polyamide Materials

Net sales of EUR 416 million were down by (13)% yoy and (6)% qoq. Overall volumes dropped by (10)% reflecting lower dynamics across end-markets. The car industry though showed more resilience within the Engineering Plastics business unit. Market conditions continued deteriorating, eroding margins hit by very weak demand and industry overcapacity. The situation was most challenging for Polyamides & Intermediates while Fibras managed some net sales recovery versus the low levels of 3rd quarter 2011.

REBITDA dropped to EUR 16 million compared to EUR 52 million last year. Lackluster demand, deteriorating operating leverage, and poor pricing power were the factors behind the unsatisfactory performance.

Acetow & Eco Services

Acetow & Eco Services realized net sales of EUR 237 million, up by 8% compared to the 3rd quarter of 2011. While overall volume declined by (5)%, the mix improved (less low value co-products) with volumes of filter tow rising. Selling prices were 4% higher and foreign exchange favorable of 9%. Eco Services reported activity levels corresponding to the usual high seasonality, but its volumes were somehow impacted by the Isaac hurricane.

REBITDA amounted to EUR 64 million, up by 28% compared to last year driven by strong pricing power and more favorable mix in both segments. Within the cluster, Acetow benefited from good take-off of innovative products with higher value added.

3Q'12 net sales % YoY evolution 3Q'12 net sales % YoY evolution

Energy Services

REBITDA of Energy Services came in at EUR 26 million compared to EUR 36 million in the 3rd quarter 2011 mainly due to the poor liquidity of the carbon credit market during the 3rd quarter 2012. The level of CER volumes sold in the quarter halved yoy. Average CER price realized over the quarter was high at EUR 11.9 per ton versus EUR 11.0 in the 3rd quarter 2011.

Carbon credits production levels of 2012 are expected to remain stable at 14 million tons.

CONSOLIDATED FINANCIAL STATEMENTS INCOME STATEMENT 3rd quarter

IFRS Adjusted1 Pro
forma2
2012 2011 2012 2011
Sales 3,371 1,632 3,371 3,354
Other non-core revenues 79 6 79 98
Net sales 3,291 1,626 3,291 3,256
Cost of goods sold (2,731) (1,322) (2,731) (2,662)
Gross margin 640 310 640 692
Commercial and administrative costs (278) (125) (278) (281)
Research and development costs (65) (31) (65) (54)
Other operating gains and losses (16) 10 15 (12)
Earnings from associates and joint ventures accounted for using the
equity method
71 14 71 21
REBITDA 554 264 554 533
REBIT 352 178 383 366
Non-recurring items (54) (30) (54) (11)
EBIT 298 148 329 355
Cost of borrowings (53) (36) (53) (53)
Interest on lendings and short-term deposits 3 11 3 4
Other gains and losses on net indebtedness 2 (5) 2 (15)
Cost of discounting provisions (50) (13) (50) (35)
Income/loss from available-for-sale investments 0 0 0 0
Result before taxes 200 104 231 256
Income taxes (58) (25) (66) (103)
Result from continuing operations 143 80 165 153
Result from discontinued operations (2) 6 (2) 6
Net income 141 86 163 160
Non-controlling interests (15) (13) (15) (17)
Net income Solvay share 125 73 148 143
Basic earnings per share from continuing operations 1.54 0.81 1.82 1.68
Basic earnings per share from discontinued operations (0.02) 0.08 (0.02) 0.07
Basic earnings per share 1.52 0.89 1.79 1.76
Diluted earnings per share from continuing operations 1.54 0.81 1.81 1.67
Diluted earnings per share from discontinued operations (0.02) 0.08 (0.02) 0.07
Diluted earnings per share 1.51 0.89 1.79 1.75
  1. Adjusted figures exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

  2. The 3rd quarter 2011 figures were restated to show the income statement (a) as if the acquisition of Rhodia had become effective from 1st of January 2011, (b) harmonizing the accounting principles and (c) eliminating the Purchase Price Allocation (PPA) impacts.

CONSOLIDATED FINANCIAL STATEMENTS INCOME STATEMENT 9 months

IFRS Adjusted1 Pro
forma2
2012 2011 2012 2011
Sales 10,126 5,020 10,126 9,991
Other non-core revenues 265 17 265 295
Net sales 9,861 5,003 9,861 9,696
Cost of goods sold (8,106) (3,996) (8,106) (7,790)
Gross margin 2,021 1,023 2,021 2,201
Commercial and administrative costs (847) (370) (847) (838)
Research and development costs (196) (94) (196) (156)
Other operating gains and losses (108) (1) (9) (34)
Earnings from associates and joint ventures accounted for using the
equity method
159 36 159 53
REBITDA 1,642 853 1,642 1,711
REBIT 1,027 594 1,127 1,225
Non-recurring items (93) (30) (48) 14
EBIT 935 563 1,079 1,239
Cost of borrowings (154) (108) (154) (159)
Interest on lendings and short-term deposits 13 31 13 21
Other gains and losses on net indebtedness (3) (10) (3) (28)
Cost of discounting provisions (143) (37) (143) (98)
Income/loss from available-for-sale investments (1) 1 (1) 1
Result before taxes 646 441 790 976
Income taxes (206) (87) (245) (272)
Result from continuing operations 440 354 545 704
Result from discontinued operations 1 (38) 1 (38)
Net income 441 316 546 667
Non-controlling interests (38) (46) (38) (54)
Net income Solvay share 403 270 508 613
Basic earnings per share from continuing operations 4.89 3.79 6.17 8.01
Basic earnings per share from discontinued operations 0.01 (0.46) 0.01 (0.47)
Basic earnings per share 4.90 3.33 6.18 7.55
Diluted earnings per share from continuing operations 4.87 3.77 6.14 7.97
Diluted earnings per share from discontinued operations 0.01 (0.46) 0.01 (0.47)
Diluted earnings per share 4.88 3.31 6.15 7.51
  1. Adjusted figures exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

  2. The 9 months 2011 figures were restated to show the income statement (a) as if the acquisition of Rhodia had become effective from 1st of January 2011, (b) harmonizing the accounting principles and (c) eliminating the Purchase Price Allocation (PPA) impacts.

Reconciliation between IFRS and Adjusted data

The table hereafter reconciles IFRS results (which include PPA impacts related to the Rhodia acquisition) with Adjusted results (which exclude non cash PPA impacts) for the 3rd quarter and the nine months period of 2012.

IFRS PPA Adjusted IFRS PPA Adjusted
Net Sales Q3 2012
3,291
impacts1 Q3 2012
3,291
9M 2012
9,861
impacts1 9M 2012
9,861
REBITDA 554 554 1,642 1,642
REBIT 352 (31) 383 1,027 (99) 1,127
Non-recurring items (54) (54) (93) (45) (48)
EBIT 298 (31) 329 935 (144) 1,079
Net financial expenses (98) (98) (288) (288)
Result before taxes 200 (31) 231 646 (144) 790
Income taxes (58) 8 (66) (206) 40 (245)
Net result from continuining operations 143 (23) 165 440 (105) 545
Net result from discontinued operations (2) (2) 1 1
Net income 141 (23) 163 441 (105) 546
Non controlling interests (15) (15) (38) (38)
Basic earnings per share 1.52 1.79 4.90 6.18
Net income, Group share 125 (23) 148 403 (105) 508

1 PPA impacts included (a) additional depreciation on fixed assets of EUR (99) million in the first nine months, EUR (31) million in the 3rd quarter 2012; (b) residual depreciation in Q1'12 of Rhodia inventory step up of EUR (45) million; and (c) EUR 40 million of associated tax impacts on the aforementioned items in the first nine months, EUR 8 million in the 3rd quarter 2012

Additional comments on the income statement

of the 3rd quarter 2012 (IFRS/Adjusted)

Non-recurring items amounted to EUR (54) million. They primarily comprised EUR (36) million charges related to restructuring actions in the framework of the ongoing integration and cost savings programs, and EUR (12) million additional Health, Safety and Environment (HSE) provisions.

Net financial expenses amounted to EUR (98) million on an Adjusted and an IFRS basis. The cost of borrowings amounted to EUR (53) million. Gross financial debt (EUR 3,999 million) is for 78% covered at a fixed average rate of 5.6% with a duration of 4.23 years. Interest on cash deposits and investments amounted to EUR 3 million.

The cost of discounting provisions rose to EUR (50) million versus pro forma EUR (35) million last year. It includes the one-time effect of EUR (14) million caused by a reduction in discount rates for some HSE reserves versus the rates prevailing in Q2 '12.

Income taxes amounted to EUR (58) million in the IFRS accounts. On an Adjusted basis, income taxes totaled EUR (66) million representing a 28.6% effective tax rate. The EUR (8) million difference between IFRS and Adjusted figures reflects the tax impact of PPA adjustments.

Adjusted Net Income amounted to EUR 163 million compared to EUR 160 million pro forma last year. On an IFRS basis, Net Income amounted to EUR 141 million, the difference is explained by the after-tax global PPA impact. Results from discontinued operations in the quarter and year-to-date 2012 and 2011 recorded post-closure adjustments linked to the sale of the pharma operations.

Adjusted net Income, Group share amounted to EUR 148 million, resulting in EUR 1.79 Adjusted basic earnings per share. On an IFRS basis, net income, Group share amounted to EUR 125 million, the difference is explained by the after-tax global PPA impact.

STATEMENT OF COMPREHENSIVE INCOME (ifrs)

3nd quarter 9 Months
Million EUR 2012 2011 2012 2011
Net income 141 86 441 316
Gains and losses on available-for-sale financial
assets
4 (9) 13 (6)
Gains and losses on hedging instruments in a
cash flow hedge
24 (3) 6 (4)
Actuarial gains and losses on defined benefit
pension plans1
13 (12) (234) (35)
Currency translation differences (105) 116 (78) (81)
Share of other comprehensive income of asso
ciates and joint ventures accounted for using the
equity method
11 (25) 25 (40)
Income tax relating to components of other com
prehensive income
(4) 5 16 14
Other comprehensive income, net of related
tax effects
(57) 73 (252) (152)
Comprehensive income attributed to 83 159 190 164
Owners of the parent 76 143 158 141
Non-controlling interests 7 14 31 23
  1. Increase in Net Pension Liabilities compared to the 2011 year-end situation primarily resulting from the reduction in discounting interest rates by 100 basis-points for EURO pension-related liabilities and 50 basis-points for GBP pension-related liabilities.

STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)

Million EUR September 30, 2012 December 31, 2011
Non-current assets 12,008 12,064
Intangible assets 1,504 1,705
Goodwill 2,716 2,599
Tangible assets 5,550 5,652
Available-for-sale investments 64 80
Investments in joint ventures and associates – equity me
thod
850 704
Other investments 123 125
Deferred tax assets 793 780
Loans and other non-current assets 408 420
Current assets 6,835 7,373
Inventories 1,544 1,578
Trade receivables 1,921 2,311
Income tax receivables 51 43
Dividends receivable 0 0
Other current receivables - Financial instruments* 1,007 464
Other current receivables – Other 837 938
Cash and cash equivalents* 1,470 1,943
Assets held for sale 5 95
TOTAL
ASSE
TS
18,844 19,437
Total equity 6,749 6,653
Share capital 1,271 1,271
Reserves 5,001 4,885
Non-controlling interests 477 497
Non-current liabilities 8,476 8,179
Long-term provisions: employees benefits 2,790 2,595
Other long-term provisions 1,293 1,325
Deferred tax liabilities 710 710
Long-term financial debt* 3,485 3,374
Other non-current liabilities 198 174
Current liabilities 3,620 4,605
Short-term provisions: employees benefits 62 39
Other short-term provisions 265 230
Short-term financial debt* 522 794
Trade liabilities 1,693 2,232
Income tax payable 140 51
Dividends payable 5 100
Other current liabilities 932 1,159
TOTAL
EQUI
TY & LIA
BILITIES
18,844 19,437

*Net debt is the sum of Other current receivables- Financial Instruments Cash and cash equivalents, Long-term financial debt and Short-term financial debt

STATEMENT OF CHANGES IN EQUITY

Equity attributable to equity holders of the parent

Fair value differences
Million EUR Share capital Issue premiums Retained earnings Treasury shares translation diff.
Currency
Available for sale
investments
Cash flow hedges Defined benefit
pension plans
Total Non-controlling
interests
Total equity
Balance – 31/12/2010 1,271 18 5,791 (301) (374) 11 4 (131) 6,289 419 6,708
Net profit for the period 247 247 50 296
Income and expenses
directly allocated to equity
42 (8) 8 (86) (44) (10) (54)
Comprehensive income 0 0 247 0 42 (8) 8 (86) 202 40 242
Cost of stock options 9 9 9
Dividends (250) (250) (14) (263)
Acquisition/sale of
treasury shares
10 10 10
Increase (decrease)
through changes in
ownership interests in
subsidiaries that do not
result in loss of control
(100) (100) 52 (48)
Other (4) (4) 0 (4)
Balance – 31/12/2011 1,271 18 5,693 (292) (332) 3 12 (217) 6,156 497 6,653
Net profit for the period 403 403 38 441
Income and expenses
directly allocated to equity
(47) 13 4 (214) (244) (7) (252)
Comprehensive income 0 0 403 0 (47) 13 4 (214) 158 31 190
Cost of stock options 8 8 8
Dividends (153) (153) (23) (177)
Acquisition/sale of
treasury shares
111 111 111
Increase (decrease)
through changes in
ownership interests in
subsidiaries that do not
result in loss of control
(3) (3) (30) (33)
Other (6) (6) 3 (3)
Balance – 30/09/2012 1,271 18 5,942 (180) (379) 16 16 (431) 6,271 477 6,749

CASH FLOW STATEMENT (IFRS)

3nd quarter 9 months
Million EUR 2012 2011 2012 2011
EBIT 295 152 932 520
Depreciation, amortization and impairments 201 87 616 263
Changes in working capital 154 91 (167) (203)
Changes in provisions (6) (83) (65) (131)
Dividends received from associates and joint ventures accounted
for using the equity method
24 7 48 37
Income taxes paid (44) (32) (109) (89)
Others1 (110) (23) (305) (65)
Cash flow from operating activities 514 199 949 332
Acquisition (-) of subsidiaries 0 (3,953) 0 (3,953)
Acquisition (+) of Rhodia's cash 0 931 0 931
Acquisition (-) of investments - Other (13) (53) (24) (183)
Sale (+) of subsidiaries 0 0 0 0
Sale (+) of investments - Others 5 1 178 1
Acquisition (-) of tangible and intangible assets (176) (111) (500) (252)
Sale (+) of tangible and intangible assets 10 0 75 5
Income from available-for-sale investments 0 0 1 1
Changes in non-current financial assets (2) 28 11 57
Cash flow from investing activities (176) (3,157) (259) (3,393)
Capital increase (+) / redemption (-) 0 52 (29) 32
Acquisition (-) / sale (+) of treasury shares 5 (16) 111 13
Changes in borrowings (100) 74 (390) 124
Changes in other current financial assets (225) 981 (376) 3,546
Cost of borrowings (53) (37) (154) (108)
Interest on lendings and short-term deposits 3 11 13 31
Other 2 (5) (58) (10)
Dividends paid (11) 3 (272) (264)
Cash flow from financing activities (379) 1,063 (1,155) 3,364
Net change in cash and cash equivalents (41) (1,895) (464) 302
Currency translation differences (14) 6 (11) (6)
Others 0 0 2 0
Opening cash balance 1,525 4,139 1,943 1,954
Closing cash balance 1,470 2,250 1,470 2,250
Free Cash Flow2
from continuing operations
351 118 450 161
Free Cash Flow2
from discontinued operations
(5) (2) 86 (18)
Total Free Cash Flow2 346 116 536 143
  1. During Q3'12, other operating cash flows included non-cash earnings from equity associates EUR (71) million, non cash discounting costs EUR (50) million reflected in change in provisions, and other minor non cash elements EUR 9 million. For the first 9 months, other operating cash flows included non-cash earnings from equity associates EUR (159) million, non cash discounting costs EUR (140) million reflected in change in provisions, reclassification of capital gain EUR (116) million into investing cash flow, PPA impacts on revaluation of Rhodia inventories EUR 45 million, non recurring provisions EUR 34 million and other minor non cash elements EUR 31 million

  2. Cash flow from operating activities (including dividends from associates and joint ventures) + cash flow from investing activities (excluding acquisitions and sales of subsidiaries and other investments).

CASH FLOW FROM DISCONTINUED OPERATIONS

3rd quarter 9 months
Million EUR 2012 2011 2012 2011
Cash flow from operating activities (5) (2) 133 (18)
Cash flow from investing activities 0 0 0 0
Cash flow from financing activities 0 0 (47) 0
Net change in cash and cash equivalents (5) (2) 86 (18)

Additional comments on the cash flow statement of the 3rd quarter 2012

Cash flow from operating activities was EUR 514 million compared to EUR 199 million last year. Besides an EBIT of EUR 295 million it consisted of

  • • Depreciation, amortization and impairments amounted to EUR 201 million
  • • Working capital decreased by EUR 154 million

Cash flow from investing activities as well as capital expenditures amounted to EUR (176) million.

Free Cash Flow was EUR 346 million, and included cash flow from discontinued operations for EUR (5) million linked to post-closing adjustments subsequent to the sale of the pharmaceutical activities.

RESULTS BY SEGMENT BEFORE ELIMINATION OF INTER-COMPANY SALES

3rd quarter 9 months
Million EUR 2012 2011 2012 2011
Net sales 3,291 1,626 9,861 5,003
Plastics
Net sales 1,056 974 3,143 3,070
Inter-segments sales (62) (54) (200) (206)
External sales 994 920 2,943 2,864
Chemicals
Net sales 800 734 2,351 2,217
Inter-segments sales (42) (28) (98) (77)
External sales 758 706 2,253 2,139
Rhodia
Net sales 1,543 4,672
Inter-segments sales (3) (6)
External sales 1,540 4,665
REBITDA 554 264 1,642 853
Plastics 168 154 450 520
Chemicals 145 117 439 382
Rhodia 290 869
New Business Development (17) (8) (38) (22)
Corporate and business support (32) 1 (78) (27)
REBIT 352 178 1,027 594
Plastics 117 107 304 377
Chemicals 105 79 319 272
Rhodia 182 527
New Business Development (17) (8) (39) (22)
Corporate and business support (34) (1) (83) (32)
EBIT 298 148 935 563
Plastics 102 102 350 359
Chemicals 99 76 307 286
Rhodia 179 424
New Business Development (17) (8) (39) (22)
Corporate and business support (65) (23) (107) (60)

NOTES TO THE ACCOUNTS

1. Consolidated financial statements

The consolidated financial statements were prepared in conformity with IFRS standards as currently adopted in the European Union. The same accounting policies have been implemented as for the latest annual financial statements. The primary variations in scope between the first nine months of 2011 and 2012 were due to:

• Treatment of the PipeLife stake in Solvay's accounts until its effective disposal in May 2012: PipeLife stake has been accounted for as an "investment held for sale" as of December 31st, 2011, following the decision to sell the 50% stake in PipeLife to Wienerberger in February 2012.

2. Content

This results report contains regulated information and is established in compliance with IAS 34. A risk analysis is included in the annual report, which is available on www.solvay.com.

3. Primary exchange rates

Closing Average
1 Euro 9 months
2012
9 months
2011
2011 9 months
2012
9 months
2011
2011
Pound Sterling GBP 0.798 0.867 0.835 0.812 0.871 0.868
American Dollar USD 1.293 1.350 1.294 1.281 1.407 1.392
Argentine Peso ARS 6.068 5.678 5.577 5.724 5.757 5.754
Brazilian Real BRL 2.623 2.507 2.416 2.456 2.294 2.327
Thai Baht THB 39.811 42.048 40.991 39.977 42.641 42.430
Japanese Yen JPY 100.370 103.790 100.200 101.615 113.190 110.960

4. Solvay shares

Q3 2012 YTD 2012 Q3 2011 YTD 2011
Number of shares issued at the end of the period 84,701,133 84,701,133 84,701,133 84,701,133
Average number of shares for IFRS calculation of
earnings per share
82,515,160 82,168,943 81,410,587 81,237,210
Average number of shares for IFRS calculation of
diluted income per share
82,884,711 82,508,827 81,816,704 81,633,531

5. Purchase Price Allocation related to the acquisition of Rhodia

Solvay acquired 95.9% shares and voting rights of Rhodia and 97.51% "OCEANE" convertible bonds on September 7, 2011. Solvay implemented the squeeze-out for the remaining shares (4.1%) and convertible bonds on September 15, 2011.

This transaction was accounted for in accordance with IFRS 3 – "Business Combinations". According to this standard, the acquirer has from the acquisition date a period of maximum one year to finalize the recognition and measurement at fair value of the assets acquired and liabilities assumed.

During the measurement period, the acquirer shall retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about the facts and circumstances that existed as at the acquisition date.

Thus, the provisional accounting recognized for the acquisition of Rhodia as presented in the 2011 annual financial statements were completed during the 3rd quarter of 2012. The adjustments retrospectively recorded at the acquisition date are detailed in the table below.

Million EUR Provisional
allocation (as
published in FY
2011)
Adjustments Final
purchase
price
allocation
Acquisition
of 95,9% of
total shares
4,1%
remaining
shares
squeeze out
Fixed assets 2,164 (12) 2,152 2,064
Intangible assets 1,607 (84) 1,523 1,460
Joint ventures - equity method 104 (2) 102 97
Other long term assets 120 120 115
Working capital 752 (8) 744 714
Assets held for sale 34 34 33
Provisions (2,045) (41) (2,086) (2,000)
Contingent liabilities (100) 14 (86) (83)
Deferred taxes (504) 14 (490) (470)
Current taxes (15) (1) (16) (16)
Long term financial assets (72) (72) (69)
Financial Debt (1,578) (1,578) (1,513)
Cash and cash equivalents 931 931 893
Net Assets 1,398 (120) 1,278 1,225 52
Purchase consideration 3,876 3,876 3,876 137
Goodwill 2,651
Reduction in equity 85
Cash flow statement reconciliation
Consideration paid for Rhodia acquisi
tion, net of cash and cash equivalents
acquired
2,923

Description of adjustments and retrospective impacts

  • • The value of the technologies used in the activities of Polyamides and Intermediates, initially estimated at EUR 94 million, was after more detailed studies, not recognized in the final acquisition balance sheet. As a consequence, the depreciation charges recognized since 30 September 2011 were reversed (quarterly depreciation charge of EUR 2 million)
  • • Following a detailed review of the deferred taxes, no deferred tax asset was longer accounted for the activities of Rhodia Brazil (difference of EUR 38 million compared to the initial provisional booking)
  • • The fair value of the environmental provisions was reassessed for an additional amount of EUR 35 million

The goodwill primarily reflects the expected synergies in global procurement and logistics and in administrative and process efficiencies, as well as future developments of activities. Recurring yearly savings linked to synergies are estimated at EUR 255 million, a yearly run rate that is to be reached as at the start of 2015. Management's estimate of future synergies which are included in the goodwill are based on the expected cost reductions through integration of Solvay and Rhodia's best practices in terms of global procurement of raw materials and energy, logistics & packaging, general & IT expenses, technical goods and services.

The fair value of "loans and other non-current assets" and of "working capital" includes trade and other receivables for an amount of EUR 998 million. The gross contractual amount of these receivables is EUR 1,058 million, including EUR 60 million for which the collection is not expected.

In 2012, the goodwill allocation resulting from the acquisition of Rhodia (EUR 2,651 million) to CGUs (cash-generating units) and operating segments was completed as follows

Operating segments Goodwill allocated
Chemicals segment 81
Plastics segment 345
Rhodia segment 456
Cash Generating Units Goodwill allocated
Novecare 477
Polyamides 170
Rare Earths 161
Specialty Polymers 147
Acetow 120
Soda ash and derivatives Europe 120
Aromas 82
Vinyls Europe 77
Silica 72
Coatis 49
Energy Services 47
Special chemicals 42
Eco Services 42
Soda ash and derivatives Nafta 42
Chlorin Europe 42
Hydrogen Peroxide Europe 20
Vinyls Asia 18
Hydrogen Peroxide Mercosul 14
Olefins 11
Hydrogen Peroxide Nafta 7
Hydrogen Peroxide Asia 5
Plastics integration 4
Total Goodwill 2,651

The impairment test of the corresponding CGUs is performed at year-end.

6. Declaration by responsible persons

Jean-Pierre Clamadieu, Chief Executive Officer, and Bernard de Laguiche, Chief Financial Officer, of the Solvay Group, declare that to the best of their knowledge:

  • a. The summary financial information, prepared in conformity with applicable accounting standards, reflects a faithful image of the net worth, financial situation and results of the Solvay Group;
  • b. The intermediate report contains a faithful presentation of significant events occurring during the nine first months of 2012, and their impact on the summary financial situation;
  • c. There are no transactions with related parties;
  • d. The main risks and uncertainties over the remaining months within the 2012 fiscal year stand in accordance with the assessment disclosed in the section "Risk Management" in the Solvay's 2011 Annual Report taking into account the current economic and financial environment.

7. Limited review report

Solvay SA/NV

Limited review report on the consolidated interim financial information for the nine-months period ended 30 September 2012

To the board of directors

We have performed a limited review of the accompanying consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated cash flow statement, the consolidated statement of changes in equity and selective notes (jointly the "interim financial information") of Solvay SA/NV ("the company") and its subsidiaries (jointly "the group") for the nine-months period ended 30 September 2012. The board of directors of the company is responsible for the preparation and fair presentation of this interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.

The interim financial information has been prepared in accordance with international financial reporting standard IAS 34 – Interim Financial Reporting as adopted by the European Union.

Our limited review of the interim financial information was conducted in accordance with international standard ISRE 2410 – Review of interim financial information performed by the independent auditor of the entity. A limited review consists of making inquiries of group management and applying analytical and other review procedures to the interim financial information and underlying financial data. A limited review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on the interim financial information.

Based on our limited review, nothing has come to our attention that causes us to believe that the interim financial information for the nine-months period ended 30 September 2012 is not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.

Diegem, 24 October 2012

The statutory auditor

DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Eric Nys

Glossary

Adjusted performance indicators exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

Adjusted basic earnings per share

Adjusted net income (Solvay share) divided by the weighted average number of shares, after deducting own shares purchased to cover stock option programs

Adjusted net income (Solvay share)

Net income (Solvay share) excluding Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition

Adjusted net result

Net result excluding Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition

Adjusted REBIT

REBIT excluding Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition

Basic earnings per share

Net income (Solvay's share) divided by the weighted average number of shares, after deducting own shares purchased to cover stock option programs

EBIT

Operating results

Free cash flow

Cash flow from operating activities (including dividends from associates and joint ventures)+ cash flow from investing activities (excluding acquisitions and sales of subsidiaries and other investments).

IFRS

International Financial Reporting Standards

Net financial expenses

Net financial expenses comprises cost of borrowings minus accrued interests on lendings and short-term deposits, plus other gains (losses) on net indebtedness and costs of discounting provisions (namely, related to Post-employment benefits and HSE liabilities)

Net sales

Sales of goods and value added services corresponding to Solvay's know-how and core business. Net sales exclude other revenues primarily comprising commodity and utility trading transactions and other revenue deemed as incidental by the Group

Pro forma figures

Figures that represent (a) as if the acquisition had become effective from 1st of January 2011, (b) harmonizing accounting principles and (c) eliminating the Purchase Price Allocation (PPA) impacts.

REBIT

Operating result, i.e. EBIT before non-recurring items

REBITDA

REBIT before depreciation and amortization

Key dates for investors

January 17, 2013: Payment of interim dividend for 2012 February 14, 2013: Announcement of the 4thquarter and full year 2012 results (at 07:30)

For additional information

> Lamia Narcisse

Media Relations Tel: +33 (0)1 53 56 59 62

E-mail: [email protected]

> Erik De Leye

Media Relations Tel: +32 2 264 15 30

E-mail: [email protected]

> Maria Alcon Hidalgo

Investor Relations Tel: +32 2 264 19 84 E-mail: [email protected]

> Patrick Verelst

Investor Relations Tel: +32 2 264 15 40 E-mail: [email protected]

Solvay Investor Relations

E-mail: [email protected]

SOLVAY is an international chemical Group committed to sustainable development with a clear focus on innovation and operational excellence. It generates over 90% of its sales in markets where it is among the top three leaders. Solvay offers a broad range of products that contribute to improving the quality of life and the performance of its customers in markets such as consumer goods, construction, automotive, energy, water and environment, and electronics. The Group is headquartered in Brussels, employs about 31,000 people in 55 countries and generated EUR 12.7 billion in net sales in 2011. Solvay SA (SOLB.BE) is listed on NYSE Euronext in Brussels and Paris (Bloomberg: SOLB.BB - Reuters: SOLBt.BR).

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