8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 1, 2010

SOLUTIA INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State of Incorporation)

001-13255	43-1781797
(Commission File Number)	(IRS Employer Identification No.)

575 Maryville Centre Drive, P.O. Box 66760, St. Louis, Missouri	63166-6760
(Address of principal executive offices)	(Zip Code)

(314) 674-1000

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 1, 2010, we filed a Current Report on Form 8-K to report the completion of the acquisition of Etimex Solar GmbH (“Vistasolar”).  The acquisition was consummated pursuant to a certain Share Purchase Agreement, dated as of February 28, 2010 (the “Purchase Agreement”) between Etimex Holding GmbH, a limited liability company formed under the laws of Germany (“Seller”), Etimex Primary Packaging GmbH, a limited liability company formed under the laws of Germany and Flexsys Verwaltungs- und Beteiligungsgesellschaft mb H, a limited liability company formed under the laws of Germany and a wholly-owned subsidiary of Solutia Inc. (“Solutia”). This Form 8-K/A amends the Form 8-K filed on June 1, 2010 to provide, as required by Items 9.01(a) and 9.01(b), the audited financial statements of Vistasolar, a foreign business under Rule 1-02(l), and the unaudited pro forma combined financial information related to the Vistasolar acquisition.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(a)	Financial Statements of Business Acquired
The following financial statements are filed as Exhibit 99.1:
	(i) Non-statutory combined annual financial statements of Vistasolar as of and for the year ended December 31, 2009, including accompanying notes and Audit Opinion.
(b)	Pro Forma Financial Information
The following pro forma financial information is furnished as Exhibit 99.2:
	(i) Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2009
	(ii)Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2010
In lieu of providing an unaudited pro forma condensed combined balance sheet, we have included as Exhibit 99.3, our consolidated balance sheet dated June 30, 2010 from our Form 10-Q for the quarter ended June 30, 2010 which was filed on July 28, 2010 and which reflects therein the Vistasolar acquisition.
(d)	Exhibits
Exhibit Number	Description
23.1	Consent of Ernst & Young GmbH, Independent Public Accounting Firm
99.1	Financial Statements listed in Item 9.01(a)
99.2	Unaudited Pro Forma Financial Information listed in Item 9.01 (b)
99.3	Consolidated Statement of Financial Position as of June 30, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SOLUTIA INC.

(Registrant)

/s/ Paul J. Berra, III

Paul J. Berra, III

Senior Vice President, General Counsel,

Legal and Governmental Affairs

DATE: August 17, 2010

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Ernst & Young GmbH, Independent Public Accounting Firm
99.1	Financial Statements listed in Item 9.01(a)
99.2	Unaudited Pro Forma Financial Information listed in Item 9.01 (b)
99.3	Consolidated Statement of Financial Position as of June 30, 2010

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

1.   Registration Statement (Form S-8 No. 333-149425 and 333-166285) pertaining to the 2007 Management Long-Term Incentive Plan and the 2007 Non-Employee Director Stock Compensation Plan of Solutia Inc. and

2.   Registration Statement (Form S-3 No. 333-146957 and 333-151980, and 333-160834) of Solutia Inc.

of our report dated 6 August 2010, with respect to the combined financial statements of Vistasolar, as of and for the year ended 31 December 2009, appearing in this Current Report on Form 8-K/A of Solutia Inc.

Ernst & Young GmbH

Wirtschaftsprüfungsgesellschaft

16 August 2010

/s/ Somes

Wirtschaftsprüferin

[German Public Auditor]

/s/ Boelcke

Wirtschaftsprüfer

[German Public Auditor]

EX-99.1

Exhibit 99.1

Vistasolar

Dietenheim, Germany

Combined Financial Statements

31 December 2009

Ernst & Young GmbH

Wirtschaftsprüfungsgesellschaft

 Table of contents

 Audit opinion

 Financial reporting

Audit Opinion

The Management Board of Etimex Holding GmbH

We have audited the accompanying combined balance sheet of Vistasolar (comprised of the photovoltaic operations of Etimex Holding GmbH (the Company)) as of 31 December 2009, and the related combined statement of income, parent equity, and cash flows for the year then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statemen ts, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Vistasolar (comprised of the photovoltaic operations of Etimex Holding GmbH) at 31 December 2009, and the combined results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles in Germany.

Accounting principles generally accepted in Germany vary in certain significant respects from accounting principles generally accepted in the United States. Information relating to the nature of such differences is presented in the notes to the combined financial statements under section differences between German GAAP and US GAAP.

Stuttgart, Germany, 6 August 2010

Ernst & Young GmbH

Wirtschaftsprüfungsgesellschaft

/s/ Somes	/s/ Boelcke
Wirtschaftsprüferin	Wirtschaftsprüfer
[German Public Auditor]	[German Public Auditor]

Vistasolar
Combined balance sheet as of 31 December 2009
Assets					unaudited 31 Dec 2008		Equity and liabilities					unaudited 31 Dec 2008
			€			€k				€		€k
	A.	Fixed Assets						A.	Parent Equity		-232,872.36	-27
	I.	Intangible assets
		Franchises, industrial and similar rights and assets, and licenses in such rights and assets		1,358.00		3
II.		Property, plant and equipment
	1.	Land, land rights and buildings, including buildings on third-party land		4,369,180.36		4,495
	2.	Plant and machinery		5,562,725.66		3,338
	3.	Other equipment, furniture and fixtures		415,612.15		475		B.	Provisions
	4.	Payments on account and assets under construction		50,627.33		2,154
								1.	Provisions for pensions and similar obligations		497,189.00	364
				10,398,145.50		10,462		2.	Provision for taxes		6,195,128.97	5,558
								3.	Other provisions		726,576.86	1,210
				10,399,503.50		10,465					7,418,894.83	7,132
	B.	Current Assets
	I.	Inventories
	1.	Raw materials, consumables and supplies		1,046,045.16		697		C.	Liabilities
	2.	Work in progress		2,985.21		6
	3.	Finished goods		522,863.67		878		1.	Trade payables		1,944,906.90	2,230
								2.	Liabilities to affiliates		16,361,092.16	14,857
				1,571,894.04		1,581		3.	Other liabilities		188,825.93	83
II.		Receivables and other assets									18,494,824.99	17,170
	1.	Trade receivables		5,771,761.88		2,930
	2.	Receivables from affiliates		7,347,625.04		8,732
	3.	Other assets		488,883.05		540
				13,608,269.97		12,202
III.		Cash and cash equivalents		76,746.26		24
				15,256,910.27		13,807
	C.	Prepaid expenses		24,433.69		3
				25,680,847.46		24,275					25,680,847.46	24,275

Vistasolar
Combined income statement for fiscal year 2009
					unaudited 2008
			€			€k
	1.	Revenue		48,305.439.68		51,593
	2.	Increase or decrease in finished goods and work in process		-358,128.29		671
	3.	Other operating income		229,806.53		560
				48,177,117.92		52,824
	4.	Cost of materials
		Cost of raw materials, consumables and supplies		17,883,592.58		24,460
	5.	Personnel expenses
		a)  Wages and salaries		2,426,898.43		2,182
		b)  Social security, pension and other benefit costs		575,976.19		460
	6.	Depreciation of intangible assets and property, plant and equipment		1,902,523.17		1,205
	7.	Other operating expenses		3,421,653.94		4,651
				26,210,644.31		32,958
	8.	Other interest and similar income		52,858.53		183
	9.	Result from ordinary activities		22,019,332.14		20,049
	10.	Current income taxes (including income tax contribution)		6,081,085.91		5,558
	11.	Other taxes		4,281.74		7
				6,085,367.65		5,565
	12.	Result before profit and loss transfer agreement		15,933,964.49		14,484
	13.	Transfer due to profit and loss transfer agreement		16,145,761.65		14,484
	14.	Net loss for the year		-211,797.16		0

Vistasolar
Combined statement of cash flows for 2009
				unaudited 2008
			€k		€k
	1.	Cash flows from operating activities
		Net income before transfer due to profit and loss sharing agreement	15,934		14,484
		Depreciation of property, plant and equipment	1,903		1,205
		Increase (+) / decrease (-) in long-term provisions	154		26
			17,991		15,715
		Changes in working capital
		Increase (+) / decrease (-) in current provisions	133		3,028
		Increase (-) / decrease (+) in inventories and trade receivables and other assets	-2,643		-59
		Increase (+) / decrease (-) in trade payables and other liabilities	-336		466
		Cash flows provided by operating activities	15,145		19,150
	2.	Cash flows from investing activities
		Purchase of property, plant and equipment	-1,836		-5,596
		Cash flows used in investing activities	-1,836		-5,596
	3.	Cash flows from financing activities
		Transfer due to profit and loss sharing equipment	-14,484		-6,425
		Cash flows used in financing activities	-14,484		-6,425
	4.	Cash and cash equivalents at end of period
		Change in cash and cash equivalents (subtotal 1-3)	-1,175		7,129
		Effect on foreign exchange rate changes on cash and cash equivalents	4		0
		Cash and cash equivalents at beginning of period	8,544		1,415
		Cash and cash equivalents at end of period	7,373		8,544
	5.	Composition of cash and cash equivalents
		Cash	77		24
		Cash pooling	7,296		8,520
		Cash and cash equivalent at end of period	7,373		8,544

Vistasolar
Combined statement of parent equity for 2009
	€k
Balance at 1 January 2008 (unaudited)	-27
Net income/loss for the year	0
Balance at 31 December 2008 (unaudited)	-27
Balance at 1 January 2009	-27
Currency translation adjustments	6
Net loss for the year	-212
Balance at 31 December 2009	-233

Vistasolar

Notes to the combined financial statements for fiscal year 2009

General

These combined financial statements have been prepared in accordance with Sec. 290 et seq. HGB [“Handelsgesetzbuch”:  German Commercial Code] and include the following specifics inherent to these combined financial statements:

·   Consolidated group – refer to paragraph ”consolidation and allocation methodology“ and to paragraph “Vistasolar and consolidated group”.

·   Parent equity – refer to paragraph “consolidation and allocation methodology”.

·   Language - As these combined financial statements are solely compiled for a specific purpose unlike Sec. 244 HGB and Sec. 298 HGB the language chosen is English.

The income statement has been prepared using the cost summary method.

In order to improve the clarity of the financial statements we have also indicated in the notes whether individual items are related to other items and “thereof” items.

Vistasolar and consolidated group

On 1 June 2010, Etimex Holding GmbH (“Holding”) sold the shares of Etimex Solar GmbH (“Vistasolar”) to an American industrial group. The activities of Vistasolar include the manufacture and distribution of films for the photovoltaic industry.

These notes are presented as if Vistasolar existed as a separate entity from the remaining business of Holding during the period presented.

Vistasolar consists of the following entities:

Entity

Etimex Solar GmbH, Dietenheim (in the following “Etimex Solar”) 1)

Etimex Solar USA Inc., Sacramento, USA (in the following “Etimex Solar USA”) 2)

1) Excluding the investment in Etimex Primary Packing GmbH, Dietenheim (in the following “Etimex PP”)

2) Etimex Solar GmbH founded Etimex Solar USA Inc. in 2009. The capital contribution of Etimex Solar USA Inc. of USD500k was made in cash. Etimex Solar holds a 100% equity share in Etimex USA.

Consolidation and allocation methodology

The following consolidation and allocation methods have been established by management of Vistasolar. In the opinion of management, the consolidation and allocation methods are reasonable.

Consolidation of Etimex Solar USA

Etimex Solar USA is allocated to Vistasolar for the first time in the reporting period and is thus consolidated for the first time with Etimex Solar for the purposes of the combined financial statements.

Elimination of Etimex PP investment

Etimex Solar’s investment in Etimex PP has not been included in the combined financial statements since it is not part of the sale to the American industrial group which these financial statements are to represent. For purposes of the elimination the net book value of the investment in Etimex PP was offset against equity.

Parent equity

Vistasolar does not represent a legal entity. Parent equity does not therefore comprise the components of subscribed capital, capital reserves and revenue reserves or net income for the year according to Sec. 266 III A HGB and Sec. 298 HGB. Rather, a net figure is derived from the preparation of the combined financial statements.

Current taxes

Current taxes are allocated to Etimex Solar and Etimex Solar USA as if the entities were accounted for on a stand-alone basis for the first time in the reporting period. Thereby, tax expenses or tax profits are determined as if both entities filed their own tax returns utilizing the appropriate effective tax rate. For Etimex Solar a current tax expense in the amount of €6.1m was determined and shown as tax provision. For Etimex Solar USA a tax income in the amount of €0.1m was determined and shown as other asset.

For German generally accepted accounting principles (“GAAP”) purposes a profit & loss sharing transfer agreement between Etimex Solar and Holding is in place. The effects were deducted from the amount to be transferred due to the existing agreement.

Consolidation principles

Acquisition accounting was carried out at book value as of the date of first-time consolidation.

All transactions within Vistasolar meaning between Etimex Solar and Etimex Solar USA were eliminated upon combination. These include the intercompany receivables and payables, and intercompany revenue and expenses.

Accounting and valuation methods

The financial statements of the companies included in the combined financial statements of Vistasolar have been prepared in accordance with uniform accounting and valuation principles.

The realization and imparity principles were observed; assets are valued at the lower of cost or market.

Acquired intangible assets are recognized at acquisition cost and are amortized over their useful lives if they have a limited life.

Property, plant and equipment are recorded at their acquisition or production costs, and, if they have a limited useful life, reduced in accordance with their useful life by depreciation. The manufacturing costs of systems produced by Vistasolar itself include, in addition to the individual costs, also depreciation expense required by production.

The items under property, plant and equipment are depreciated according to the maximum useful life allowed by tax law. Low-value assets with an individual net value of up to €1,000.00 are fully expensed in the year of acquisition. All other depreciation on additions to property, plant and equipment is charged pro rata temporis.

Fixed values were defined for technical operating equipment.

Inventories are recognized at the lower of cost or market. For certain inventories values are determined by means of generally accepted simplified valuation methods applying the lower of cost or market principle.

Inventories of raw materials, consumables and supplies are valued at the lower of average cost or market as of the balance sheet date.

Finished goods and work in process are valued at production cost on the basis of individual product costing derived from the current cost accounting. In addition to the direct cost of materials, direct labor and other special direct costs, production costs include production and materials overheads as well as the minimum depreciation permitted under tax law.

In all cases, valuation was at net realizable value, i.e., the cost to complete (and a reasonable profit margin) was deducted from the expected sales prices.

Adequate allowances provide for all identifiable inventory valuation risks resulting from slow-moving goods, reduced usability and lower replacement costs.

Receivables and other assets are stated at their nominal value. Specific bad debt allowances are provided for all foreseeable valuation risks. The general credit risk is provided for by a general bad debt allowance.

Provisions for pensions and early retirement obligations are disclosed at the maximum amounts permitted under tax law. The carrying values were determined on the basis of actuarial principles in accordance with Sec. 6a EStG [“Einkommensteuergesetz”: German Income Tax Act]. They are based on an interest rate of 6% and the 2005 G mortality tables.

Tax provision and other provisions account for all uncertain liabilities and potential losses from pending transactions. They are recorded at the amounts required according to prudent business judgment. If the underlying commitment includes an interest portion or constitutes a pension obligation without consideration, a provision was recognized at the present value using an interest rate of 5.5% (prior year: 5.5%) for the part time retirement obligation, and 5.5% (prior year: 5.8%) for anniversary bonuses.

Liabilities are recorded at the amount repayable.

Foreign currencies were translated at the lower of historical exchange rate or the rate on the balance sheet date.

Currency translation

The individual foreign permanent establishments were translated at the closing rate in these combined financial statements.

All balance sheet items of the individual permanent establishments are translated to the euro at the respective closing rate on the balance sheet date. Translation differences in balance sheet items arising from exchange rate fluctuations since the prior year were posted to translation differences directly in equity.

Income and expenses were translated using average monthly rates. The net income/net loss in the translated income statement was carried over to the balance sheet and the difference posted to translation differences directly in equity.

Notes to the combined balance sheet

Fixed assets

The development of the individual fixed asset items, including amortization, depreciation and write-downs for the fiscal year, is shown in the combined statement of changes in fixed assets.

Receivables and other assets

All receivables and other assets have a remaining term of up to one year.

The receivables from affiliates include receivables from the cash pool (€7,296k) and interest for cash pool credit balances (€51k) as each member is obligated to transfer their bank balances to Holding as the pool leader on a daily basis.

Other provisions

Other provisions were primarily recognized for salaries and wages, outstanding vacation and special payments, trade association contributions, warranty claims, outstanding invoices and anniversary bonuses, as well as for part-time retirement obligations.

Liabilities

The remaining terms and collateral provided for Vistasolar’s liabilities are disclosed separately in the statement of changes in liabilities.

In trade payables an amount of €27k due to Holding as an affiliated company are included. Furthermore, in trade payables an amount of €188k due to other affiliated divisions (“Affiliates”) owned by Holding are included.

Statement of changes in liabilities in €k
	31 Dec. 2009				31 Dec. 2008
	Due in up to				Due in up to
Type of liability	one year		Total		one year		Total
1.     Trade payables		1,945		1,945		2,230		2,230
2.     Liabilities to affiliates		16,361		16,361		14,857		14,857
3.     Other liabilities		189		189		83		83
-     thereof for taxes		143		143		81		81

Contingent liabilities

Vistasolar is jointly and severally liable with the other Affiliates for all existing obligations arising from the liabilities of Holding toward IKB Deutsche Industriebank AG as lead bank. As of 31 December 2009 these obligations were €131,378k.

Other financial obligations

There are other financial obligations of €392k (of which €0k towards the Affiliates). Specifically, these obligations concern payment obligations from rental and lease agreements of €171k and purchase commitments of Vistasolar from investment goods ordered of €221k. The rental and leasing agreements end between 2010 and 2012.

Notes to the combined income statement

	2009				2008
Revenue		€k	%			€k	%
- by region
Europe		22,903		47.4		16,769		32.5
Germany		19,345		40.0		22,708		44.0
Rest of world		5,514		11.4		10,816		21.0
U.S.A.		543		1.2		1,300		2.5
		48,305		100.0		51,593		100.0

Other operating income

The other operating income includes income that falls outside this accounting period, which is primarily income from the reversal of provisions (€91k; previous year € 75k).

Personnel expenses

The social security, pension and other benefit costs include old-age pensions of €138k (previous year €75k).

Other operating expenses

The costs relating to previous periods come to €33k and primarily concern outstanding invoices.

Interest and similar income

Interest income of €53k (previous year €183k) primarily results from the cash pool with the affiliated company Holding (€51k).

Differences between German GAAP and US GAAP

The combined financial statements of Vistasolar were prepared in accordance with German GAAP which vary in certain significant respects from US GAAP. The differences include the treatment of transfer of profit/loss, interest expense, depreciation, pension, income taxes, identified intangible assets and goodwill and are discussed below.

Transfer of profit/loss – In accordance with German GAAP, the contractual obligation to eliminate the transfer of profit/loss to Holding is presented as an intercompany reduction to income in the German GAAP combined financial statements. In accordance with US GAAP, the transfer of profit/loss is a dividend and not a reduction of profit/loss.

Interest expense - US GAAP allows the push-down of interest expense if practicable in order to accurately reflect all costs of doing business when preparing combined financial statements. However, German GAAP does not allow the push-down of interest expense without a contractual agreement.

Depreciation – Depreciation expense is calculated utilizing depreciable tax lives under German GAAP which results in accelerated depreciation. US GAAP utilizes depreciable lives in line with the useful life of the property, plant and equipment which results in differing depreciation expenses.

Pension – In accordance with German GAAP, the discount rate does not take into account any future salary or pension increase as it would under US GAAP. In setting the discount rate, US GAAP requires that discount rates shall reflect the rates at which pension benefits could be effectively settled. This may be based on the internal rate of return for a portfolio of high quality bonds with maturities consistent with the nature and timing of future cash flows for each specific plan. In addition under US GAAP, future salary and pension increases are required to be taken into consideration when calculating the projected benefit obligation which then impacts the pension expense.

Identified intangible assets – US GAAP requires the recognition of identified intangible assets in a business combination, which could include finite-lived intangible assets. German GAAP does not require recognition of identified intangible assets to the same extent, which results in recognition of amortization expense on identified assets.

Goodwill – US GAAP requires the push-down of goodwill to the reporting units of a company while German GAAP does not require a push-down.

Income taxes – Tax adjustments affecting income tax expense and deferred taxes would be required for the US GAAP adjustments.

Total management remuneration

For Vistasolar there is no management implanted on a stand-alone basis. Therefore, for Vistasolar there is no management remuneration granted.

Employees

The average number of employees during the fiscal year was as follows:

Wage earners	48
Salaried employees	13
	61

Group relationships

The legal entities that form Vistasolar are included in the consolidated financial statements of Etimex Holding GmbH, Dietenheim.

Audit and consulting fees

The auditor’s fees, recognized as an expense in the fiscal year, amounted to €120k for the audit of financial statements, €40k for tax advisory services, and €5k for other services.

Dietenheim, 6 August 2010

The Management

Combined statement of changes in fixed assets for fiscal year 2009
			Acquisition and production cost						Accumulated amortization, depreciation and write downs				Net book values
		1 Jan 2009	Additions	Disposals	Reclassi- fication	Currency Translation	31 Dec2009	1 Jan 2009	Additions	Disposals	Reclassi- fication	31 Dec 2009	31 Dec 2009	31 Dec 2008
		€	€	€	€	€	€	€	€	€	€	€	€	€
I.	Intangible assets
	Franchise, industrial and similar rights and assets, and licenses in such rights and assets	8,512.00	0.00	0.00	0.00	0.00	8,512.00	5,055.56	2,098.44	0.00	0.00	7,154.00	1,358.00	3
		8,512.00	0.00	0.00	0.00	0.00	8,512.00	5,055.56	2,098.44	0.00	0.00	7,154.00	1,358.00	3
II.	Property, plant and equipment
1.	Land, land rights and buildings, including buildings on third-party land	4,797,953.07	1,105.32	0.00	0.00	0.00	4,799,058.39	302,515.90	127,362.13	0.00	0.00	429,878.03	4,369,180.36	4,495
2.	Plant and machinery	7,094,221.93	1,754,700.93	0.00	2,113,793.03	0.00	10,962,715.89	3,756,162.95	1,643,827.28	0.00	0.00	5,399,990.23	5,562,725.66	3,338
3.	Other equipment, furniture and fixtures	719,467.26	69,822.66	0.00	0.00	-15.63	789,274.29	244,426.82	129,235.32	0.00	0.00	373,662.14	415,612.15	475
4.	Payments on account and assets under construction	2,153,991.03	10,429.33	0.00	-2,113,793.03	0.00	50,627.33	0.00	0.00	0.00	0.00	0.00	50,627.33	2,154
		14,765,633.29	1,836,058.24	0.00	0.00	-15.63	16,601,675.90	4,303,105.67	1,900,424.73	0.00	0.00	6,203,530.40	10,398,145.50	10,462
		14,774,145.29	1,836,058.24	0.00	0.00	-15.63	16,610,187.90	4,308,161.23	1,902,523.17	0.00	0.00	6,210,684.40	10,399,503.50	10,465

EX-99.2

Exhibit 99.2

SOLUTIA INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On June 1, 2010, Solutia Inc. ("Solutia") completed the acquisition of Etimex Solar GmbH (“Vistasolar”) from Etimex Holding GmbH (“the Seller”).  Such unaudited pro forma condensed combined statements of operations for the year ended December 31, 2009 and six months ended June 30, 2010 are based on the historical financial statements of Solutia and Vistasolar and certain adjustments, which are described in the notes to the statements below, to give effect to the acquisition as if it had occurred on January 1, 2009.

The unaudited pro forma financial information:

• has been prepared by management for informational purposes only in accordance with Article 11 of Securities and Exchange Commission Regulation S-X;

• does not purport to represent what the consolidated results of operations actually would have been if the Vistasolar acquisition had occurred on January 1, 2009 or what those results will be for any future period;

• includes adjustments based upon currently available information and certain assumptions that we believe to be reasonable under the circumstances. The acquisition has been accounted for, and the unaudited pro forma condensed combined financial information has been prepared, using the purchase method of accounting. The pro forma adjustments reflect our preliminary estimates of the purchase price allocation and are subject to revision as more detailed analysis is completed and the fair value of Vistasolar’s assets and liabilities is finalized; and  

• has been adjusted to reflect only matters that are (i) directly attributable to the acquisition of Vistasolar, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results of the companies. No adjustment, therefore, has been made for actions which may be taken subsequent to completion of the acquisition, such as any (i) anticipated growth synergies to be realized through the application of each company’s innovative technologies, (ii) cost synergies resulting from manufacturing and supply chain work process improvements and (iii) additional expenses or costs of integration that Solutia may incur.

The following pro forma financial statements should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined statements of operations;

• the consolidated financial statements of Solutia and notes relating thereto for the year ended December 31, 2009 and six months ended June 30, 2010; and

• the consolidated financial statements of Vistasolar and notes relating thereto for the year ended December 31, 2009, included in this Form 8-K/A.

SOLUTIA INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2009

(Dollars in millions, except per share amounts and as indicated)

	Historical Solutia		{a}	Historical Vistasolar		{b}	Adjustments for the Acquisition				Pro Forma Solutia
Net Sales	$	1,667		$	68		$	—				$	1,735
Cost of goods sold		1,197			34			1		{c}			1,232
Gross Profit		470			34			(1	)				503
Selling, general and administrative expenses		227			2			4		{c}			233
Research, development and other operating expenses, net		10			—			—					10
Operating Income		233			32			(5	)				260
Interest expense		(121	)		(16	)		(9	)	{d}			(146	)
Loss on debt extinguishment		(38	)		—			—					(38	)
Income (Loss) from Continuing Operations Before Income Tax Expense		74			16			(14	)				76
Income tax expense		14			5			(4	)	{e}			15
Income (Loss) from Continuing Operations		60			11			(10	)				61
Net Income attributable to noncontrolling interest		4			—			—					4
Income (Loss) from Continuing Operations attributable to Solutia		56			11			(10	)				57
Basic and Diluted Income (Loss) from Continuing Operations attributable to Solutia per Share	$	0.53										$	0.54
Basic Weighted Average Shares Outstanding		106.5											106.5
Diluted Weighed Average Shares Outstanding		106.7											106.7

See notes to the unaudited pro forma condensed combined statement of operations.

SOLUTIA INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2009

(Dollars in millions)

{a} – Represents historical consolidated statement of operations of Solutia for the year ended December 31, 2009 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2010. We reclassified $38 from interest expense to loss on debt extinguishment to conform to the 2010 presentation of our unaudited interim financial statements. The reclassification had no impact on reported income from continuing operations attributable to Solutia.

{b} – Represents historical financial results for Vistasolar derived from the audited annual financial statements for the fiscal year ended December 31, 2009 included in this Form 8-K/A prepared pursuant to the provisions of German commercial law (“local GAAP”). The information presented has been adjusted to convert Vistasolar local GAAP financial information to align with U.S. GAAP and translate from Euros to U.S. dollars using the average exchange rate for the period of $1.4089 : €1.00. Differences between local GAAP and U.S. GAAP that give rise to such adjustments include (i) reduced expense of $1 related to the estimated useful lives of property, plant and equipment used to determine depreciation expense, (ii) additional expense of $1 associated with allocation of the Seller’s intangible assets and associated amortization expense to Vistasolar, (iii) allocation of $16 of the Seller’s interest expense to Vistasolar, (iv) reduced expense of $23 connected with accounting for dividends transferred from Vistasolar to the Seller and (v) the associated income tax benefit of $4 resulting from the aforementioned adjustments.

{c} – To record the excess of annual amortization expense associated with the intangible assets identified in connection with the acquisition over historical amortization expense recognized by Vistasolar as calculated below:

	Fair Value		Useful Life (in Years)		Annual Amortization Expense
Technology	$	25		20	$	1
Customer relationships		81		25		3
Other		5		3		2
Trademarks		8		N/A		N/A
Total	$	119				6
Less: Amortization Expense Pre-Acquisition						1
Amortization Adjustment					$	5

We have allocated the amortization expense adjustment associated with technology to cost of goods sold while the remainder has been reflected as an adjustment to selling, general and administrative expenses.

{d} – To record the amount of annual interest expense of $25 that exceeds the Seller’s historical interest expense that was allocated to Vistasolar.  This amount includes amortization of related debt discount and deferred debt issuance costs related to the $300 of 7.875 percent notes due in 2020 issued in the first quarter of 2010 to facilitate the acquisition.

{e} – To record the adjustment to income tax expense resulting from the pro forma adjustments in notes {c} and {d} at the Vistasolar statutory rate of 27.725 percent.

SOLUTIA INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2010

(Dollars in millions, except per share amounts and as indicated)

	Historical Solutia		{a}	Historical Vistasolar		{b}	Adjustments for the Acquisition				Pro Forma Solutia
Net Sales	$	984		$	44		$	—				$	1,028
Cost of goods sold		716			22			—					738
Gross Profit		268			22			—					290
Selling, general and administrative expenses		133			1			2		{c}			136
Research, development and other operating expenses, net		7			—			—					7
Operating Income		128			21			(2	)				147
Interest expense		(74	)		(7	)		2		{d}			(79	)
Other income (loss), net		13			—			—					13
Loss on debt extinguishment		(89	)		—			—					(89	)
Income (Loss) from Continuing Operations Before Income Tax Expense		(22	)		14			—					(8	)
Income tax expense		11			4			—					15
Income (Loss) from Continuing Operations		(33	)		10			—					(23	)
Net Income attributable to noncontrolling interest		1			—			—					1
Income (Loss) from Continuing Operations attributable to Solutia		(34	)		10			—					(24	)
Basic and Diluted Income (Loss) from Continuing Operations attributable to Solutia per Share	$	(0.28	)									$	(0.20	)
Basic and Diluted Weighted Average Shares Outstanding		118.6											118.6

See notes to the unaudited pro forma condensed combined statement of operations.

SOLUTIA INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2010

(Dollars in millions)

{a} – Represents historical consolidated statement of operations of Solutia for the six months ended June 30, 2010 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 28, 2010.

{b} – Effective June 1, 2010, results from the operations of Vistasolar have been included in our historical consolidated statement of operations, the impact of which has been summarized as follows:

	Six Months Ended June 30, 2010
Net sales	$	7
Income (Loss) from Continuing Operations attributable to Solutia	$	2
Income (Loss) from Continuing Operations attributable to Solutia per basic and dilutive share	$	0.02

Accordingly, this column represents historical financial results derived from unaudited interim financial information of Vistasolar for the five months ended May 31, 2010 prepared pursuant to the provisions of German commercial law (“local GAAP”), adjusted to convert Vistasolar local GAAP financial information to align with U.S. GAAP and translate from Euros to U.S. dollars using the average exchange rate for the period of $1.3741 : €1.00. Differences between local GAAP and U.S. GAAP that give rise to such adjustments include (i) reduced expense of $1 related to the estimated useful lives of property, plant and equipment used to determine depreciation expense, (ii) additional expense of $1 associated with allocation of the Seller’s intangible assets and associated amortization expense t o Vistasolar, (iii) allocation of $7 of the Seller’s interest expense to Vistasolar, (iv) reduced expense of $15 connected with accounting for dividends transferred from Vistasolar to the Seller and (v) the associated income tax benefit of $2 resulting from the aforementioned adjustments.

{c} – To record the excess of five months’ amortization expense associated with the intangible assets identified in connection with the acquisition over historical amortization expense recognized by Vistasolar as calculated below:

	Fair Value		Useful Life (in Years)		Five Months’ Amortization Expense
Technology	$	25		20	$	1
Customer relationships		81		25		1
Other		5		3		1
Trademarks		8		N/A		N/A
Total	$	119				3
Less: Amortization Expense Pre-Acquisition						1
Amortization Adjustment					$	2

The above has been reflected as an adjustment to selling, general and administrative expenses.

{d} – To reflect six months of interest expense of $12, including amortization of debt discount and deferred debt issuance costs, related to the $300 of 7.875 percent notes due in 2020 issued in the first quarter of 2010 to facilitate the acquisition, of which $7 is already included in historical Solutia, and to eliminate the Seller’s historical interest expense allocated to Vistasolar.

EX-99.3

Exhibit 99.3

SOLUTIA INC.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Dollars in millions, except per share amounts)

(Unaudited)

	June 30, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	127
Trade receivables, net of allowances of $3		286
Miscellaneous receivables		69
Inventories		283
Prepaid expenses and other assets		21
Assets of discontinued operations		--
Total Current Assets		786
Net Property, Plant and Equipment		864
Goodwill		722
Net Identified Intangible Assets		928
Other Assets		105
Total Assets	$	3,405
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	176
Accrued liabilities		256
Short-term debt, including current portion of long-term debt		8
Liabilities of discontinued operations		3
Total Current Liabilities		443
Long-Term Debt		1,534
Postretirement Liabilities		345
Environmental Remediation Liabilities		252
Deferred Tax Liabilities		202
Other Liabilities		121
Commitments and Contingencies
Shareholders’ Equity:
Common stock at $0.01 par value; (500,000,000 shares authorized, 122,529,368 shares issued)		1
Additional contributed capital		1,621
Treasury shares, at cost (547,578)		(3	)
Accumulated other comprehensive loss		(321	)
Accumulated deficit		(798	)
Total Shareholders’ Equity attributable to Solutia		500
Equity attributable to noncontrolling interest		8
Total Shareholders’ Equity		508
Total Liabilities and Shareholders’ Equity	$	3,405

The historical consolidated statement of financial position provided above should be read in conjunction with the consolidated financial statements of Solutia and notes relating thereto included in our Form-10-Q for the quarter ended June 30, 2010 filed with the SEC on July 28, 2010 from which the above was extracted.