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Solvay SA

Earnings Release Jul 27, 2012

4005_ir_2012-07-27_dbed4f3f-1131-470c-b71f-cf02f9d83637.pdf

Earnings Release

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Further . Closer.Together

2nd quar ter and firs t hal f year finan cial repor t 2012

regulated information July 27 2012, 7.30 am Brussels time

Solvay GROUP* 2ND QUARTER 2012 BUSINESS REVIEW

Highlights

Growth engines and highly resilient businesses driving the good performance in Q2

  • • Net sales stable at EUR 3,331 million yoy with prices +2%, volumes (6)% and forex +4%.
  • • REBITDA1 at EUR 565 million (17% margin) up by 8% versus Q1'12 and (6)% down yoy against a peak comparable
  • Record results in Specialty Polymers and Consumer Chemicals driven by strong pricing power
  • Sustained high-level performance in Essential Chemicals and Acetow & Eco Services
  • Persisting difficult market conditions, volume and margin squeeze for Vinyls and Polyamide
  • • Good progress of the integration and the delivery of cost efficiencies (EUR 55 million2 in H1'12)
  • • Management of assets (sale of PipeLife and corporate premises) resulting in after-tax capital gains of EUR 113 million
  • • Adjusted Net Income (Group Share) of EUR 244 million (IFRS Net Income of EUR 222 million)
  • • Free Cash Flow of EUR 138 million and stable Net Debt of EUR 1.8 billion
    1. REBITDA: operating result before depreciation and amortization, non-recurring items, financial charges and income taxes.
    1. versus 2010 pro forma cost base

Quote of the CEO

In the current uncertain environment, the good performance achieved in the quarter highlights the Group's solid fundamentals. Our growth engines continued to deliver strongly, mostly compensating for challenged cycle-sensitive businesses. We reinforced our expansion in high-growth countries, namely in China and India, with the commissionning of new production and R&D facilities. The building of the new Solvay is now well on-track and we are committed to realize our value-creative ambition.

Outlook

Business dynamics should remain healthy for our growth engines and challenging for our cycle sensitive businesses. Despite the slowing in demand observed in June in some business segments, the ongoing major transformation of the Group combined with our ability to fully deliver on our cost saving targets lead Solvay to reiterate 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.

* 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 2ND quarter 2012 BUSINESS REVIEW

Key data (in million EUR
)
Adjusted1
2Q 2012
Pro Forma2
2Q 2011
YoY
evolution
(%)/times
Adjusted1
1H 2012
Pro Forma2
1H 2011
YoY
evolution
(%)
Net Sales3 3,331 3,296 1% 6,570 6,440 2%
REBITDA4 565 604 (6)% 1,088 1 178 (8)%
REBIT 391 449 (13)% 744 860 (14)%
Non-recurring items 75 9 8x 6 25 (75)%
EBIT 466 458 2% 750 885 (15)%
Net financial expenses (110) (84) 31% (189) (165) 15%
Result before taxes 356 376 (5)% 559 721 (22)%
Income taxes (99) (79) 25% (179) (170) 6%
Net result from continuining operations5 257 297 (14)% 380 551 (31)%
Net result from discontinued operations 1 (45) 3 (44) (106)%
Net income 258 252 2% 383 507 (25)%
Non controlling interests (14) (22) 36% (23) (37) 38%
Net income, Group share 244 230 6% 360 470 (23)%
Free cash flow6 138 98 41% 190 185 3%
  1. Adjusted performance indicators exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

    1. 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.
    1. 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.
    1. REBITDA: operating results before depreciation and amortization, non-recurring items, financial charges and income taxes.
    1. The net results from discontinued operations is linked to post-closing adjustments subsequent to the sale of the pharmaceutical activities.
    1. 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 2nd quarter 2011

Solvay GROUP 2ND QUARTER AND 1ST SEMESTER 2012

Key data (in million EUR
)
Adjusted 2Q 2012 YoY evolution (%) Adjusted 1H 2012 YoY evolution (%)
Net sales 3,331 1% 6,570 2%
Plastics 998 1% 1,949 0%
Chemicals 760 5% 1,496 4%
Rhodia 1,574 (1)% 3,125 2%
REBITDA 565 (6)% 1,088 (8)%
Plastics 146 (27)% 283 (23)%
Chemicals 139 8% 294 10%
Rhodia 318 3% 579 (5)%
New Business Development (13) 26% (21) 7%
Corporate and Business Support (25) 8% (45) 5%

Business review – 1st semester 2012

Net sales reached EUR 6,570 million, up by 2% versus the first semester 2011. This improvement is reflected in the Chemicals and Rhodia sector, whilst net sales remained stable in Plastics. The (4)% lower volumes were more than compensated by average selling price increases of +3%, favourable currency effects of +2% and scope changes of +1% The volume decline is mainly to be ascribed to the very high last year's comparison basis and to the economic slowdown.

REBITDA amounted to EUR 1,088 million down by (8)% versus the very demanding comparable of last year in the Plastics and Rhodia sector. In Plastics, REBITDA declined by 23% due to the demand decrease and margin squeeze in Vinyls. REBITDA of the Chemicals sector came in at EUR 294 million, a 10% improvement year on year, that was supported by the sustained performance of Essential Chemicals. The (5)% lower REBITDA of the Rhodia sector reflects margin squeeze in Polyamide Materials and exceptionnal situation at Rare Earth in 2011, which was not fully compensated for by the good growth in Consumer Chemicals and Acetow & Eco Services. Group REBITDA margin on net sales amounted to 16.6% compared with 18.3% in the 1st semester of 2011.

REBITDA of New Business Development amounted to EUR (21) million; it reflects the research & development efforts made in promising and important areas for development of the Group outside its traditional activities.

REBITDA of Corporate and Business Support amounted to EUR (45) million.

NEW innovation centre in India

Solvay inaugurated its new RD&T Centre at Savli, Gujarat State, India. The Centre will focus on the development of high-performance polymers, organic chemistry, nano composites and green chemistry. It will employ over 200 researchers when fully operational.

The Centre has also established three fellowships for research in sustainable chemistry, nano technology and polymer science at the Maharaja Sayajirao University in Vadodara.

PlastiCS 2ND QUARTER 2012 BUSINESS REVIEW

Highlights

Specialty Polymers

  • • Relentless business momentum with Net Sales and REBITDA at a record EUR 352 million and EUR 105 million respectively. Sustained strong REBITDA margin of 30%
  • • Operational excellence programs contributing to the results growth

Vinyls

  • • Continued suffering from low demand and difficult market conditions
  • • Differentiated business dynamics by region
Key data (in million EUR
)
Adjusted 2Q 2012 YoY evolution (%) Adjusted 1H 2012 YoY evolution (%)
Net sales 998 1% 1,949 0%
Specialty Polymers 352 9% 675 5%
Vinyls 645 (3)% 1274 (2)%
Vinyls Europe 383 - 735 (4)%
Vinyls Asia 87 (7)% 181 14%
Vinyls South America 134 (4)% 273 (4)%
Plastics Integration 42 (15)% 85 (11)%
REBITDA 146 (27)% 283 (23)%
Specialty Polymers 105 6% 197 1%
Vinyls 41 (58)% 85 (49)%

Specialty Polymers

Net sales of Specialty Polymers hit a new record in Q2'12 increasing by 9% yoy. Prices increased by 3% and volumes remained stable compared to the same period last year. The 2nd quarter of 2012 benefited also from positive foreign exchange impacts of 7%.

By end-markets, Oil & Gas, Smart Devices, Water, Healthcare and Advanced Transportation were highly dynamic driven by ever-increasing enhanced performance demands. The Consumer, Automotive and Industrial markets remained highly resilient while Construction and Electric/Electronics markets stood subdued. Numerous operational excellence programs have been implemented and have already started to contribute to the results growth. The innovation development pool remains healthy with significant new promising projects to be launched in the coming months.

REBITDA amounted to EUR 105 million up by 6% compared to the 2nd quarter of last year. The REBITDA margin on sales stood at 30%, similar to the high level reached in Q2'11. The profitability of these activities is driven by favourable product mix.

Vinyls

Net sales of Vinyls amounted to EUR 645 million, 3% up sequentially, but down (3)% compared to the high level of 2nd quarter 2011. Total volume dropped by (9)% yoy. In Europe, demand in PVC weakened and stood comparable to the the rock-bottom levels reached in Q2'09. The anticipation of price variations led to volatility. At the same time, demand remained low in Argentina but recovered slightly in Brazil supported by Brazilian government's economic measures and the Real devaluation. In Thailand the production unit of Vinythai runs at full capacity.

REBITDA amounted to EUR 41 million, down (58) % from the strong 2nd quarter 2011. In Europe, SolVin improved its spread versus the historically lowest point of Q1'12. Solvay Indupa's results suffered from fierce price competition in Brazil, preventing any margin expansion despite demand recovery and supportive Brazilian Real devaluation for the domestic industry. Furthemore, activity in Argentina suffered from shortage of ethylene. Vinythai continued to deliver a strong operating result despite some PVC demand slowdown observed lately in North East Asia.

2Q'12 net sales % YoY evolution

2Q'12 net sales % YoY evolution

Specialty polymers compounding plant in China now on stream

The pecialty polymers compounding plant at Changshu, China, is turned operational in Q2'12 to serve the growing demand for compounds to be used in electronics, automotive, consumer and industrial applications. The plant produces compounds of Amodel® polyphthalamide (PPA), Ixef® polyarylamide (PARA) and Kalix® (modified PARA).

On the same site in Changshu, Solvay is building a specialty polymers production plant for SOLEF® Polyvinylidene Fluoride (PVDF), TECNOFLON® Fluoroelastomers (FKM) and their essential monomer VF2, expected to come on stream in 2014.

CHemicals 2ND QUARTER 2012 BUSINESS REVIEW

Highlights

  • • Essential Chemicals
  • REBITDA EUR 120 million improved by 18% year on year thanks to pricing
  • REBITDA margin on sales: 20%
  • Ramp up of Epirerol® plant in Thailand
  • • Special Chemicals
  • Fluorchemicals gradually recovering. Improvement supported by recovery in fluorspar supply conditions
Key data (in million EUR
)
Adjusted 2Q 2012 YoY evolution (%) Adjusted 1H 2012 YoY evolution (%)
Net sales 760 5% 1,496 4%
Essential Chemicals 597 7% 1,176 5%
EMEA1 366 * 741 *
North America 131 * 256 *
South America 42 * 74 *
Asia Pacific 57 * 105 *
Special Chemicals 163 - 320 3%
REBITDA 139 8% 294 10%
Essential Chemicals 120 18% 262 22%
Special Chemicals 20 (25)% 32 (35)%
  1. Europe, Middle-East and Africa

* Irrelevant due to scope changes among regions

Essential Chemicals

Net sales of Essential Chemical amounted to EUR 597 million, up by 7% compared to the 2nd quarter of 2011

• The demand for soda ash remained overall at a good level. A slowdown for flat glass experienced in Europe at the end of the quarter was compensated by good volumes and favorable mix and volumes in export markets. Demand in China somewhat weakened. Bicarbonate sales increased. Net sales of soda ash and bicarbonate also benefited from price increases, both in Europe and in the USA

• Demand for caustic soda remained satisfactory while supply improved versus 1Q'12. The selling prices decreased but remained at a level well above last year

• Activities in epichlorohydrin were impacted by maintenance activities in Tavaux while the new Epicerol® plant in Thailand progressively increased its operating rates. Epicerol® technology is highly appreciated by customers resulting in sold out activity levels.

• In hydrogen peroxide net sales were similar to those of the 2nd quarter 2011. Volumes remained sustained by good demand from pulp and paper though this industry is slowing down in Europe. The other end markets such as the chemical and the mining industry as well as environmental applications continued to perform well. Selling prices of hydrogen peroxide remained stable qoq but rose yoy, both in Europe and in the United States.

REBITDA amounted to EUR 120 million, up by 18% compared to the 2nd quarter 2011. The higher selling prices in an environment of globally sustained demand, coupled with stabilizing energy costs accounted for the increased operating performance.

Special Chemicals

Net sales amounted to EUR 163 million, which is in line with the 2nd quarter of 2011,

REBITDA amounted to EUR 20 million, compared to EUR 12 million in the 1st quarter of 2012 and EUR 26 million in Q2'11. Fluorchemicals gradually recovered from the lows posted at the end of 2011. The improvement was supported by the recovery in the fluorspar supply conditions.

Operating results were impacted by the negative performance of the Life Science division.

Special Chemicals - 2Q'12 net sales % YoY evolution

Essential Chemicals - 2Q'12 net sales % YoY evolution

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

Solvay's affiliate Vinythai will build a new epichlorohydrin production plant based on Solvay's proprietary bio-based Epicerol® technology in Taixing, China. The Chinese epichlorohydrin market is expected to grow on annual basis by 8% and represent 35% of total world demand in 2016. The 100,000 tons p/a plant requires an investment of EUR 155 million and should become operational in the second half of 2014.

Bio-based epichlorohydrin plant to serve China, the world's The plant will use as feedstock natural glycerin obtained as by-product from the production of biofuels. The Epicerol® technology is protected by 1000 patent titles, many of them already granted in different parts of the world.

Rhodia 2ND quarter 2012 business REview

Highlights

  • • Record results driven by Consumer Chemicals and Acetow & Eco Services
  • • Excellent pricing power across businesses except polyamide. Without the later, Rhodia pricing power posted at EUR 20 million net positive REBITDA impact in the quarter, fully offset by Polyamide's EUR (26) million margin squeeze
Key data (in million EUR
)
Adjusted 2Q 2012 YoY evolution (%) Adjusted 1H 2012 YoY evolution (%)
Net sales 1,574 (1)% 3,125 2%
Consumer Chemicals 631 5% 1,229 5%
Advanced Materials 226 4% 464 16%
Polyamide Materials 440 (7)% 898 (2)%
Acetow & Eco Services 236 10% 455 8%
Energy Services 40 (18)% 80 (21)%
REBITDA 318 3% 579 (5)%
Consumer Chemicals 156 59% 262 38%
Advanced Materials 47 (33)% 96 (22)%
Polyamide Materials 43 (30)% 82 (37)%
Acetow & Eco Services 73 41% 127 29%
Energy Services 24 (40)% 57 (32)%
Corporate & Others (26) 98% (44) 133%

Net sales REBITDA Net sales REBITDA

Compared with pro forma 1st quarter 2011

X XXX million € XXX million € EUR 1,574 million EUR 318 million (1)% +3%

+XX% -X% YoY evolution (%) Compared with pro forma 2nd quarter 2011

Consumer Chemicals

Consumer Chemicals reported net sales of EUR 631 million; up by 5% compared to last year.

Novecare continued its strong performance. In addition to guar-based formulations' exceptional dynamics serving the Oil & Gas market, the Home & Personal Care and the Industrial segments contributed to the strong performance of Novecare in the quarter. The ongoing significant demand for guar products allows Novecare to get customers' recognition for its differentiating value proposition concerning guar procurement. Coatis posted stable sales year on year with strong phenol activity despite the slowdown in production related to an industrial incident occurred in Paulinia. Aroma Performance continues implementing its strategic Food Safety repositioning.

REBITDA amounted to EUR 156 million, up by 59% compared to 2nd quarter 2011 mainly driven by Novecare which enjoyed strong volumes and good pricing power. While Aroma was impacted by less favorable conditions, Coatis faces a high reference from 2Q'11. REBITDA margin improved to the exceptionally high level of 25% compared to 16% last year.

2Q'12 net sales % YoY evolution

Advanced Materials

Net sales amounted to EUR 226 million, up by 4% year-onyear. Strong pricing and favourable currency developments were partly offset by lower volumes. Volume was reported down by (19)% mostly to be ascribed to Rare Earths, and specifically to its Electronic business reflecting both, global softer demand and a reposition of the business from high volume-low added value segments to higher added value segments. Mixed Oxydes demand for Auto catalysis customers within Rare Earths remained strong. Silica's volume was negatively impacted by slowing demand, particularly in Europe

REBITDA amounted to EUR 47 million, down by (33) % compared to 2nd quarter 2011 due to lower volumes in Electronics served by Rare Earths, mainly explained by peak demand during 1H'11. Pricing power is positive in both Silica and Rare Earths. REBITDA margin reached 21%, and is as anticipated, lower than the 33% margin achieved under last year's exceptional pricing conditions.

Rare Earth Systems has a unique and optimized competitive sourcing which combines presence in China and technological edge recycling know-how.

2Q'12 net sales % YoY evolution

Rhodia, Valeo and PSA Peugeot Citroën demonstrate the environmental benefits of recycled Technyl® polyamide

Rhodia, Valeo and PSA combined their savoir-faire to carry out a multi-criteria analysis on the entire life cycle of the fan and shroud assembly, an important engine cooling component for the new Peugeot 208. Manufactured by Valeo, the part uses recycled Technyl® polyamide (PA) from Rhodia Engineering Plastics.

The study compared the environmental impact of using recycled Technyl® PA with a standard Technyl® grade. It assessed the whole value chain emphasizing on seven key environmental criteria*. The results demonstrate the benefits range from -9% to -28% on those seven criteria when selecting and using recycled Technyl® PA.

* Climate change, the depletion of non-renewable resources, the impact on the diminution of the ozone layer, acidification, eutrophication, the consumption of primary energy and photochemical oxidation

Polyamide Materials

Net sales of EUR 440 million were down by (7) % yoy. Overall volumes were comparable with Q1'12, including the impact from the Force Majeure in Paulina in Adipic Acid but down by (7) % compared to Q2'11. P&I and EP volumes decreased due to slowing demand in Europe and Brazil, whilst Fibras is recovering.

REBITDA decreased to EUR 43 million compared to EUR 62 million last year. Margin erosion and the shutdown in Paulinia are the main factors behind the lower performance compared to the same period last year. The shutdown of our Adipic Acid manufacturing in Paulinia following an explosion adversely impacted the Group REBITDA by EUR (9)million in the quarter. Most of the impact is reported in Rhodia's Corporate & Others due to self-insurance. An equivalent negative effect is expected in the second part of the year.

2Q'12 net sales % YoY evolution 2Q'12 net sales % YoY evolution

Acetow & Eco Services

Acetow & Eco Services reported net sales of EUR 236 million, a 10% increase compared to the 2nd quarter of 2011. Volume decline of (4) % was fully offset by price increases of 6% and favourable foreign exchange of 9%.

Eco Services reported strong activity levels corresponding to the usual high seasonality.

REBITDA amounted to EUR 73 million, up by 41% compared to last year driven by strong pricing power and more favourable mix in both segments. Within the cluster, Acetow benefited from good product mix and the first sales of innovative higher added value coloured tow.

Energy Services

Energy Services reported REBITDA of EUR 24 million compared to EUR 40 million in the 2nd quarter of 2011. A good level of CER sales volumes, well in line with full year production/sales expectations of 14 million tonnes was realized. However, volumes were lower than last year (approx. 35%) because 2nd quarter 2011 had benefited from a faster certification process.

Despite less favorable CO2 market pricing conditions, the year on year effective prices shortfall was limited by the hedging policy. Average CER prices realised over the quarter were 10.5 EUR per ton.

2Q'12 net sales % YoY evolution

CONSOLIDATED FINANCIAL STATEMENTS INCOME STATEMENT 2nd quarter

IFRS Adjusted1
2012 2011 2012 forma2
2011
Sales 3,418 1,718 3,418 3,380
Other non-core revenues 88 6 88 84
Net sales 3,331 1,713 3,331 3,296
Cost of goods sold (2,706) (1,353) (2,706) (2,608)
Gross margin 713 365 713 772
Commercial and administrative costs (293) (126) (293) (286)
Research and development costs (68) (31) (68) (51)
Other operating gains and losses (52) (2) (19) (6)
Earnings from associates and joint ventures accounted for using the
equity method
59 13 59 20
REBITDA 565 304 565 604
REBIT 358 219 391 449
Non-recurring items 75 14 75 9
EBIT 433 233 466 458
Cost of borrowings (50) (36) (50) (54)
Interest on lendings and short-term deposits 4 11 4 8
Other gains and losses on net indebtedness (5) (3) (5) (6)
Cost of discounting provisions (59) (12) (59) (32)
Income/loss from available-for-sale investments (1) 1 (1) 1
Result before taxes 322 195 356 376
Income taxes (88) (19) (99) (79)
Result from continuing operations 234 176 257 297
Result from discontinued operations 1 (45) 1 (45)
Net income 236 131 258 252
Non-controlling interests (14) (19) (14) (22)
Net income Solvay share 222 111 244 230
Basic earnings per share from continuing operations 2.67 1.93 2.94 3.38
Basic earnings per share from discontinued operations 0.02 (0.55) 0.02 (0.55)
Basic earnings per share 2.69 1.37 2.96 2.83
Diluted earnings per share from continuing operations 2.66 1.91 2.93 3.36
Diluted earnings per share from discontinued operations 0.02 (0.55) 0.02 (0.55)
Diluted earnings per share 2.68 1.36 2.95 2.81
  1. Adjusted figures exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

  2. The 2nd 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 1st semester

IFRS Adjusted1 Pro
forma2
2012 2011 2012 2011
Sales 6,756 3,388 6,756 6,638
Other non-core revenues 186 11 186 198
Net sales 6,570 3,377 6,570 6,440
Cost of goods sold (5,375) (2,675) (5,375) (5,129)
Gross margin 1,381 713 1,381 1,509
Commercial and administrative costs (570) (245) (570) (558)
Research and development costs (132) (63) (132) (102)
Other operating gains and losses (93) (12) (24) (22)
Earnings from associates and joint ventures accounted for using the
equity method
88 22 88 33
REBITDA 1,088 589 1,088 1,178
REBIT 675 416 744 860
Non-recurring items (39) (1) 6 25
EBIT 636 416 750 885
Cost of borrowings (101) (71) (101) (106)
Interest on lendings and short-term deposits 10 20 10 17
Other gains and losses on net indebtedness (5) (5) (5) (13)
Cost of discounting provisions (93) (24) (93) (63)
Income/loss from available-for-sale investments (1) 1 (1) 1
Result before taxes 446 336 559 721
Income taxes (148) (62) (179) (170)
Result from continuing operations 298 274 380 551
Result from discontinued operations 3 (44) 3 (44)
Net income 300 230 383 507
Non-controlling interests (23) (33) (23) (37)
Net income Solvay share 278 197 360 470
Basic earnings per share from continuing operations 3.35 2.98 4.36 6.33
Basic earnings per share from discontinued operations 0.03 (0.54) 0.03 (0.54)
Basic earnings per share 3.38 2.43 4.39 5.79
Diluted earnings per share from continuing operations 3.34 2.96 4.34 6.30
Diluted earnings per share from discontinued operations 0.03 (0.54) 0.03 (0.54)
Diluted earnings per share 3.37 2.42 4.37 5.76
  1. Adjusted figures exclude Purchase Price Allocation (PPA) non-cash accounting impacts related to the Rhodia acquisition.

  2. The 1st semester 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.

2012 pro forma information

The table hereafter reconciles the 2Q 2012 IFRS results (which include PPA impacts) with the 2Q 2012 Adjusted results (which exclude PPA impacts).

IFRS 2Q
2012
PPA
impacts
Adjusted
2Q 2012
IFRS 1H
2012
PPA
impacts
Adjusted
1H 2012
Net Sales 3,331 3,331 6,570 6,570
REBITDA 565 565 1,088 1,088
REBIT 358 (33) 391 675 (69) 744
Non-recurring items 75 75 (39) (45) 6
EBIT 433 (33) 466 636 (114) 750
Net financial expenses (111) (111) (190) (190)
Result before taxes 322 (33) 356 446 (114) 559
Income taxes (88) 11 (99) (148) 31 (179)
Net result from continuining operations 234 (22) 257 298 (82) 380
Net result from discontinued operations 1 1 3 3
Net income 236 (22) 258 300 (82) 383
Non controlling interests (14) (14) (23) (23)
Net income, Group share 222 (22) 244 278 (82) 360

Additional comments on the income statement

of the 2nd quarter 2012 (IFRS/Adjusted)

Non-recurring items amounted to EUR 75 million. They primarily included EUR 115 million capital gains related to disposals of PipeLife and corporate buildings, EUR (25) million related to restructuring and reorganisation actions in the framework of the integration and Horizon deployments and EUR (9) million charges related to the revaluation of financial liabilities linked to share options held by Rhodia employees prior to the acquisition.

Financial charges amounted to EUR (111) million both on an Adjusted and an IFRS basis. The cost of borrowings amounted to EUR (50) million. Gross financial debt (EUR 3,960 million) is for 78.9% covered at a fixed average rate of 5.6% with duration of 4.5 year. Interest on cash deposits and investments amounted to EUR 4 million. The cost of discounting provisions increased to EUR (59) million vs. EUR (32) million in the prior year period. The one time effect caused by the 75 bp decrease in discount rates applicable to HSE provisions versus rates prevailing both at YE'11 and Q1'12 accounted for EUR (22) million.

Income taxes amounted to EUR (88) million in the IFRS accounts. On an Adjusted basis, income taxes totalled EUR (99) million or 28%. The EUR (11) million difference between IFRS and Adjusted figures reflects the tax impact of PPA adjustments.

Adjusted Net income amounted to EUR 258 million. On an IFRS basis, Net Income amounted to EUR 236 million, the difference is explained by the after-tax global PPA impact.

Adjusted net income, Group share amounted to EUR 244 million, resulting in EUR 2.96 Adjusted basic earnings per share.

STATEMENT OF COMPREHENSIVE INCOME (ifrs)

2nd quarter 1st semester
Million EUR 2012 2011 2012 2011
Net income 236 131 300 230
Gains and losses on available-for-sale financial
assets
0 (3) 9 3
Gains and losses on hedging instruments in a
cash flow hedge
(33) (2) (19) (1)
Actuarial gains and losses on defined benefit
pension plans
(184) (12) (247) (23)
Currency translation differences 109 (43) 27 (196)
Share of other comprehensive income of asso
ciates and joint ventures accounted for using the
equity method
(5) (3) 15 (14)
Income tax relating to components of other com
prehensive income
28 5 21 9
Other comprehensive income, net of related
tax effects
(86) (58) (194) (224)
Comprehensive income attributed to 150 72 106 7
Owners of the parent 136 58 82 (2)
Non-controlling interests 13 15 24 8

STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)

Million EUR June 30, 2012 December 31, 2011
Non-current assets 12,091 12,064
Intangible assets 1,633 1,705
Goodwill 2,600 2,599
Tangible assets 5,627 5,652
Available-for-sale investments 92 80
Investments in joint ventures and associates – equity me
thod
772 704
Other investments 120 125
Deferred tax assets 838 780
Loans and other non-current assets 409 420
Current assets 6,892 7,373
Inventories 1,611 1,578
Trade receivables 2,166 2,311
Income tax receivables 57 43
Dividends receivable 6 0
Other current receivables - Financial instruments 627 464
Other current receivables – Other* 895 938
Cash and cash equivalents* 1,525 1,943
Assets held for sale 5 95
TOTAL
ASSE
TS
18,983 19,437
Total equity 6,667 6,653
Share capital 1,271 1,271
Reserves 4,927 4,885
Non-controlling interests 470 497
Non-current liabilities 8,576 8,179
Long-term provisions: employees benefits 2,816 2,595
Other long-term provisions 1,309 1,325
Deferred tax liabilities 768 710
Long-term financial debt* 3,496 3,374
Other non-current liabilities 187 174
Current liabilities 3,740 4,605
Short-term provisions: employees benefits 43 39
Other short-term provisions 241 230
Short-term financial debt* 471 794
Trade liabilities 1,886 2,232
Income tax payable 125 51
Dividends payable 19 100
Other current liabilities 955 1,159
TOTAL
EQUI
TY & LIA
BILITIES
18,983 19,437

*Net debt is the sum of Other current receivables, 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
Issure of share capital 0 0
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 278 278 23 301
Income and expenses
directly allocated to equity
34 9 (17) (221) (195) 1 (194)
Comprehensive income 0 0 278 0 34 9 (17) (221) 82 24 106
Cost of stock options 5 5 5
Dividends (153) (153) (21) (175)
Acquisition/sale of
treasury shares
106 106 106
Issure of share capital 0 0
Increase (decrease)
through changes in
ownership interests in
subsidiaries that do not
result in loss of control
2 2 (30) (28)
Other 0 0 0 0
Balance – 30/06/2012 1,271 18 5,824 (186) (299) 12 (5) (438) 6,198 470 6,667

CASH FLOW STATEMENT (IFRS)

2nd quarter 1st semester
Million EUR 2012 2011 2012 2011
EBIT 433 187 637 368
Depreciation, amortization and impairments 209 86 415 176
Changes in working capital (101) (48) (321) (294)
Changes in provisions (58) (42) (59) (48)
Dividends received from associates and joint ventures accounted
for using the equity method
18 10 24 30
Income taxes paid (45) (45) (65) (57)
Others (212)1 (23) (195) (42)
Cash flow from operating activities 243 125 435 133
Acquisition (-) of subsidiaries 0 0 0
Acquisition (-) of investments - Other (4) (35) (11) (130)
Sale (+) of subsidiaries 0 0 0
Sale (+) of investments - Others 170 0 173
Acquisition (-) of tangible and intangible assets (180) (89) (324) (141)
Sale (+) of tangible and intangible assets 57 2 65 5
Income from available-for-sale investments 1 1 1 1
Changes in non-current financial assets 17 34 13 29
Cash flow from investing activities 61 (88) (83) (236)
Capital increase (+) / redemption (-) (28) (20) (28) (20)
Acquisition (-) / sale (+) of treasury shares 6 29 106 29
Changes in borrowings (348) 70 (289) 50
Changes in other current financial assets 28 1,557 (151) 2,565
Cost of borrowings (42) (42) (101) (71)
Interest on lendings and short-term deposits 4 20 10 20
Other 8 (5) (60) (5)
Dividends paid (171) (168) (261) (267)
Cash flow from financing activities (544) 1,441 (775) 2,301
Net change in cash and cash equivalents (240) 1,477 (423) 2,197
Currency translation differences 12 (2) 3 (12)
Others 2 0 2 0
Opening cash balance 1,752 2,664 1,943 1,954
Closing cash balance 1,525 4,139 1,525 4,139
Free Cash Flow2
from continuing operations
144 86 99 43
Free Cash Flow2
from discontinued operations
(6) (14) 91 (16)
  1. Other operating cash flows include non-cash earnings from equity associates EUR (59) million, reclassification of capital gains (PipeLife and Real Estate disposals) EUR (116) million into investing cash flow, non discounting costs on HSE and pension provisions EUR (58) million and other minor non cash elements EUR 21 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

2nd quarter
Million EUR 2012 2011 2012 2011
Cash flow from operating activities (6) (14) 91 (16)
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 (6) (14) 44 (16)

Additional comments on the cash flow statement of the 2nd quarter 2012

Cash flow from operating activities was EUR 243 million compared to EUR 125 million last year. Besides an EBIT of EUR 433 million it consisted of

  • • Depreciation, amortization and impairments amounted to EUR 209
  • • Working capital increased by EUR 101 million

Cash flow from investing activities was EUR 61 million and capital expenditures amounted to EUR (180) million

Free Cash Flow was EUR 138 million, and included cash flow from discontinued operations for EUR (6) million linked to post-closing adjustments subsequent to the sale of the pharmaceutical activities

RESULTS BY SEGMENT BEFORE ELIMINATION OF INTER-COMPANY SALES

2nd quarter 1st semester
Million EUR 2012 2011 2012 2011
Net sales 3,331 1,713 6,570 3,377
Plastics
Net sales 1,065 1,072 2,087 2,095
Inter-segments sales (67) (82) (138) (152)
External sales 998 990 1,949 1,944
Chemicals
Net sales 789 746 1,551 1,483
Inter-segments sales (29) (23) (55) (50)
External sales 760 723 1,496 1,433
Rhodia
Net sales 1,574 3,128
Inter-segments sales (1) (3)
External sales 1,573 3,125
REBITDA 565 304 1,088 589
Plastics 146 200 283 366
Chemicals 139 128 294 265
Rhodia 318 579
New Business Development (13) (7) (21) (14)
Corporate and business support (25) (17) (45) (28)
REBIT 358 219 675 416
Plastics 98 153 187 270
Chemicals 100 92 213 193
Rhodia 200 345
New Business Development (13) (7) (22) (14)
Corporate and business support (27) (19) (49) (32)
EBIT 433 233 636 416
Plastics 164 146 248 257
Chemicals 98 116 208 210
Rhodia 180 245
New Business Development (13) (7) (22) (14)
Corporate and business support 4 (21) (43) (37)

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 semester 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 6 months
2012
6 months
2011
2011 6 months
2012
6 months
2011
2011
Pound Sterling GBP 0.807 0.903 0.835 0.823 0.868 0.868
American Dollar USD 1.259 1.445 1.294 1.296 1.403 1.392
Argentine Peso ARS 5.703 5.954 5.577 5.701 5.688 5.754
Brazilian Real BRL 2.579 2.260 2.416 2.414 2.288 2.327
Thai Baht THB 39.873 44.380 40.991 40.372 42.676 42.430
Japanese Yen JPY 100.130 116.250 100.200 103.310 114.966 110.960

4. Purchase Price Allocation related to Rhodia's acquisition

The accounting treatment of Rhodia's acquisition is subject to Purchase Accounting (IFRS 3). More information about the accounting impacts of that acquisition on Solvay's consolidated accounts can be found in the press release on full year 2011 results.

Purchase Accounting must be completed within the 12 months following the acquisition date (September 7, 2011). Provisional accounting still prevails as:

  • • Some adjustments can still be reviewed and updated if applicable until September 7, 2012,
  • • The allocation of the goodwill that has to be done by September 7, 2012 is not completed.

5. Solvay shares

6 months 2012 6 months 2011 2011
Number of shares issued at the end of the period 84,701,133 84,701,133 84,701,133
Average number of shares for IFRS calculation of ear
nings per share
81,995,834 81,150,522 81,223,941
Average number of shares for IFRS calculation of dilu
ted income per share
82,318,495 81,586,803 81,546,384

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 six 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 six-month period ended 30 June 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 six-month period ended 30 June 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 six-month period ended 30 June 2012 is not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.

Diegem, 26 July 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

Basic earnings per share excluding Purchase Price Allocation (PPA) non cash accounting impacts related to the Rhodia acquisition

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

Earnings before interest and taxes

Free cash flow

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

IFRS

International Financial Reporting Standards

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

October 25, 2012: Announcement of the 3rd quarter and the nine months 2012 results and the interim dividend for 2012 (payable in January 2013, coupon no. 91) (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: 33 (0)1 53 56 64 89

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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