8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 27, 2012

SOLUTIA INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-13255	43-1781797
(State or other jurisdiction of incorporation)	(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, including Zip Code)

(314) 674-1000

(Registrant’s Telephone Number, Including Area Code)

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

x 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 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On January 26, 2012, Solutia Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eastman Chemical Company (“Eastman”) and Eagle Merger Sub Corporation (“Merger Sub”), a wholly owned subsidiary of Eastman, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Eastman (the “Merger”).

The material terms of the Merger Agreement, including the terms of the Merger, will be described in a subsequent filing on Form 8-K.

Item 8.01. Other Events.

On January 27, 2012, the Company and Eastman issued a joint press release announcing the execution of the Merger Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Also attached as Exhibit 99.2 and Exhibit 99.3 are certain communications to employees of the Company relating to the Merger.

Forward Looking Statements

This communication may contain forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “may,” “will,” “intends,” “plans,” “estimates” or “anticipates,” or other comparable terminology, or by discussions of strategy, plans or intentions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the proposed business combination and similar transactions; prospective performance and opportunities of the companies and the outlook for the companies’ businesses; the development and delivery of new products; the anticipated timing and success in obtaining filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. These statements are based on management’s current expectations and assumptions about the industries in which the Company operates. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. For example, (1) the companies may be unable to obtain shareholder approvals required for the merger; (2) the companies may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger; (3) conditions to the closing of the merger may not be satisfied; (4) an unsolicited offer of another company to acquire assets or capital stock of the Company or Eastman could interfere with the merger; (5) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (6) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (8) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (9) the businesses of the companies may suffer as a result of uncertainty surrounding the merger; (10) the companies may not realize the values expected to be obtained for properties expected or required to be divested; (11) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (12) the companies may be adversely affected by other economic, business, and/or competitive factors. Discussions of some of these other important factors and assumptions are described in the Company’s most recent Annual Report on Form 10-K, including under “Risk Factors”, and the Company’s quarterly reports on Form 10-Q and those risks and uncertainties described in Eastman’s most recent Annual Report on Form 10-K, including under “Risk Factors”, and Eastman’s quarterly reports on Form 10-Q. These reports can be accessed through the “Investors” section of the Company’s website at www.solutia.com and the “Investor Relations” section of Eastman’s website at www.eastman.com, respectively. Additional risks and uncertainties relating to the proposed business combination include, without limitation, uncertainties as to the timing of the merger; the possibility that

closing conditions to the transaction may not be satisfied or waived, including that required regulatory approvals may not be obtained in a timely manner, if at all; and the possibility that anticipated benefits of the transaction, including synergies, may not be realized. The Company and Eastman disclaim any intent or obligation to update or revise any forward-looking statements in response to new information, unforeseen events, changed circumstances or any other occurrence except as required by law.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, no shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Additional Information about the Merger and Where to Find It

Eastman will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Solutia and a prospectus of Eastman relating to the Merger. Investors and stockholders of the Company and Eastman are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information about the Merger. These documents (and all other materials filed by the Company or Eastman with the SEC) will be available at no charge on the SEC’s website at www.sec.gov. The final proxy statement/prospectus will be mailed to stockholders of the Company. Investors and security holders are urged to read the proxy statement and the other relevant materials when and if they become available before making any voting or investment decision with respect to the Merger because they will contain important information about the Merger and the parties to the Merger.

Participants in the Merger Solicitation

The Company, Eastman and certain of their directors, executive officers and certain other employees may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors by reading the Company’s proxy statement for its 2011 annual meeting of stockholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Additional information about the interests of potential participants will be included in the proxy statement and other relevant materials which may be filed with the SEC in connection with the Merger when and if they become available.

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Item 9.01. Exhibits.

99.1	Press Release dated January 27, 2012
99.2	Communication to employees from Jeffry N. Quinn, Chairman, President and Chief Executive Officer of the Company, dated January 27, 2012
99.3	Communication to employees from Jeffry N. Quinn, Chairman, President and Chief Executive Officer of the Company, dated January 27, 2012

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SIGNATURES

According 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, thereunto duly authorized on January 27, 2012.

	SOLUTIA INC.
		/s/ Paul J. Berra, III
Date: January 27, 2012		By:	Paul J. Berra, III
		Its:	Senior Vice President, Legal and
			Governmental Affairs and General Counsel

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EX-99.1

Exhibit 99.1

Eastman to Acquire Solutia; Raises Outlook for 2013 EPS to Greater Than $6

KINGSPORT, Tenn. and ST. LOUIS, Mo. – Eastman Chemical Company (NYSE:EMN) and Solutia Inc. (NYSE:SOA) today announced that they have entered into a definitive agreement, under which Eastman will acquire Solutia, a global leader in performance materials and specialty chemicals. Under the terms of the agreement, Solutia stockholders will receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock. Based on yesterday’s closing prices, Solutia shareholders will receive cash and stock valued at $27.65 per Solutia common share, representing a premium of 42 percent and a total transaction value of approximately $4.7 billion, including the assumption of Solutia’s debt.

“The acquisition of Solutia is a significant step in our growth strategy and one that I am confident will strengthen Eastman as a top-tier specialty chemical company with strong, stable margins,” said Jim Rogers, chairman and chief executive officer of Eastman. “The addition of Solutia will broaden our geographic reach into emerging geographies, particularly Asia Pacific, establish a powerful combined platform with extensive organic growth opportunities, and expand our portfolio of sustainable products, all of which are consistent with our growth strategy.

“This transaction is also expected to deliver immediate value to our stockholders in the form of accretion and strong cash generation, as well as create potential upside through the combination of two leading global chemical companies,” said Rogers.

“This complementary transaction will accelerate the growth of our businesses around the world. The shared commitment to innovation, quality and technical service will allow us to better serve our customers and creates opportunity for our employees around the globe,” said Jeffry N. Quinn, chairman, president and chief executive officer of Solutia. “This transaction provides Solutia’s shareholders with immediate value and an attractive premium, as well as the opportunity to benefit from the future prospects of a leading global chemicals producer with the financial strength, a diversified mix of premium products, and the geographic footprint to capitalize on long-term growth opportunities.”

“I commend the excellent management team and employees of Solutia. Over the past several years, Solutia has transformed itself into a financially strong, innovative performance materials and specialty chemicals company, with enviable market leading positions in virtually every market it serves,” added Rogers. “That, in addition to both companies’ success integrating prior acquisitions, gives me confidence we will achieve a smooth transition. We look forward to welcoming Solutia employees to Eastman.”

Solutia a strong, strategic fit

Eastman and Solutia share several key fundamentals, such as complementary technologies and business capabilities, a polymer science backbone, similar operating philosophies and a high performance culture. In addition, the overlap of key end-markets is expected to provide opportunities for growth.

This acquisition is also a significant step in Eastman’s strategy to extend its global presence in emerging markets. In particular, it should significantly accelerate Eastman’s growth efforts and offer excellent growth opportunities in Asia Pacific. By leveraging infrastructure in the region, Eastman expects to have a compound annual growth rate in Asia Pacific approaching 10 percent for the next several years.

Transaction expected to deliver strong earnings growth and significant cost and revenue synergies

Eastman expects the transaction to be immediately accretive to earnings, excluding acquisition-related costs and charges. After giving effect to the acquisition of Solutia, including expected cost synergies, Eastman expects 2012 EPS to be approximately $5 excluding acquisition-related costs and charges. Eastman is also increasing its 2013 EPS expectation to greater than $6.

Eastman has identified annual cost synergies of approximately $100 million that are expected to be achieved by year-end 2013. Key areas of value creation include the reduction of corporate costs, raw material synergies, and improved manufacturing and supply chain processes.

Further, Eastman expects to realize significant tax benefits from Solutia’s historical net operating losses and other tax attributes that are expected to contribute to free cash flow (defined as cash from operations minus capital expenditures and dividends) of approximately $1.0 billion through 2013.

Eastman also recognizes the potential for meaningful revenue synergies by leveraging both companies’ technology and business capabilities and end-market overlaps, particularly in automotive and architectural.

Attractive capital structure, benefiting from low interest rate environment

Eastman intends to finance the cash portion of the purchase price through a combination of cash on hand and debt. Debt financing has been committed by Citi and Barclays Capital which are acting as financial advisors to Eastman on the transaction,

and Jones Day is acting as legal counsel. Eastman’s management and Board of Directors remain committed to maintaining an investment grade credit rating and to its current annual dividend rate of $1.04 per share.

Deutsche Bank Securities Inc. and Moelis & Company LLC acted as financial advisors to Solutia on this transaction. Perella Weinberg Partners LP acted as financial advisors to Solutia’s Board of Directors. In addition, the Valence Group, LLC conducted an independent evaluation of Solutia’s long range plan for Solutia’s Board of Directors. Kirkland & Ellis LLP acted as legal counsel to Solutia.

The transaction, which was approved by the Boards of Directors of both companies, remains subject to approval by Solutia’s shareholders and receipt of required regulatory approvals as well as other customary closing conditions. The transaction is expected to close in mid-2012.

Conference call and webcast

Eastman will host a conference call with industry analysts on January 27 at 8:00 a.m. Eastern Time. To listen to the live webcast of the conference call and view the accompanying slides, go to www.investors.eastman.com, Presentations. To listen via telephone, the dial-in number is (913) 312-1279, passcode number 8645015. A web and telephone replay will be available continuously from 9:00 a.m. Eastern Time, January 30, to 9:00 a.m. Eastern Time, February 9, 2012, at (888) 203-1112 or (719) 457-0820, passcode 8645015.

About Eastman

Eastman’s chemicals, fibers and plastics are used as key ingredients in products that people use every day. Approximately 10,000 Eastman employees around the world blend technical expertise and innovation to deliver practical solutions. The company is committed to finding sustainable business opportunities within the diverse markets and geographies it serves. A global company headquartered in Kingsport, Tennessee, USA, Eastman had 2011 sales of $7.2 billion. For more information, visit www.eastman.com.

About Solutia

Notes to Editor: SOLUTIA and the Radiance Logo(tm) and all other trademarks listed below are trademarks of Solutia Inc. and/or its affiliates.

Solutia is a market-leading performance materials and specialty chemicals company. The company focuses on providing solutions for a better life through a range of products, including: Saflex® polyvinyl butyral interlayers for glass lamination and for photovoltaic module encapsulation and VISTASOLAR® ethylene vinyl acetate films for photovoltaic module encapsulation; LLumar®, Vista™, EnerLogic®, FormulaOne®, Gila®, V-KOOL®, Huper Optik®, IQue™, Sun-X™ and Nanolux™ aftermarket

performance films for automotive and architectural applications; XIR® and Heat Mirror® performance films that are incorporated into aftermarket window films, laminated glass products and suspended insulated glass units for use in automotive and architectural applications. Flexvue™ advanced film component solutions for solar and electronic technologies; and technical specialties products including Crystex® insoluble sulfur, Santoflex® PPD antidegradants, Therminol® heat transfer fluids and Skydrol® aviation hydraulic fluids. Solutia’s businesses are world leaders in each of their market segments. With its headquarters in St. Louis, Missouri, USA, the company operates globally with approximately 3,400 employees in more than 50 worldwide locations. More information is available at www.Solutia.com.

Cautionary Statements Regarding Forward-Looking Information

This communication includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Eastman’s current expectations regarding the timing of completion of the proposed acquisition, the expected benefits of the proposed acquisition, integration plans and expected synergies therefrom, and Eastman’s anticipated future financial and operating performance and results, including estimates for general economic conditions and growth. Such expectations are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans, and are subject to a number of risks and uncertainties inherent in projecting future conditions, events, and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in the company’s filings with the Securities and Exchange Commission (“SEC”), including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 that has been filed with the SEC, as well as the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and the proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Eastman will file with the SEC in connection with the proposed acquisition. Filings made by Eastman are available when filed with the SEC, on the Eastman web site at www.eastman.com in the Investors, SEC Information section.

Additional Information and Where to Find it

Eastman will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Solutia and a prospectus of Eastman relating to Eastman’s proposed acquisition of Solutia. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Eastman, Solutia, and the proposed acquisition. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of the registration statement and proxy statement/prospectus (when

they become available) may be obtained free of charge by accessing Eastman’s website at www.eastman.com by clicking on the “Investors” link and then clicking on the “SEC Information” link or by writing Eastman at P.O. Box 431, Kingsport, Tennessee 37662, Attention: Investor Relations. Security holders may also read and copy any reports, statements and other information filed by Eastman with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Merger Solicitation

Eastman, Solutia, and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition. Information regarding Eastman’s directors and executive officers is available in Eastman’s proxy statement filed with the SEC on March 24, 2011 in connection with its 2011 annual meeting of stockholders, and information regarding Solutia’s directors and executive officers is available in Solutia’s proxy statement filed with the SEC on March 4, 2011 in connection with its 2011 annual meeting of stockholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Non-Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

# # #

Eastman Contacts:

Media: Tracy Broadwater

423-224-0498 / tkbroadwater@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com

Solutia Contacts:

Media: Melissa H. Zona

314-674-5555 / mvhamm@solutia.com

Investors: Susannah Livingston

314-674-8914 / sslivi@solutia.com

EX-99.2

Exhibit 99.2

Dear Colleagues:

This morning, it has been announced that after careful consideration, upon unanimous approval by our board of directors, Solutia has entered into an agreement to merge with Eastman Chemical Company, a worldwide manufacturer and marketer of chemicals, fibers and plastics with a 92-year history in the industry. The joint press release issued moments ago is attached.

Eastman’s desire to merge with Solutia illustrates how we have transformed into a premier specialty chemicals and performance materials company and is a combination that will benefit employees, customers and shareholders. Please join me today at 8:30 a.m. St. Louis time for a live employee videoconference to discuss this announcement and what it means for Solutia.

I know there will be many questions, some of which will not have immediate answers. But there are several things that will not change: Our commitment to the very best levels of quality, customer service and excellence, the value we place on the development of our employees at all levels, and our culture of high performance in all that we do.

This agreement does not change your day-to-day business here at Solutia at this point. Today and as the merger is finalized in the coming months, we know we can count on all of our employees to maintain the same commitment to our quality products and our customer relationships that has always set us apart.

Eastman recognizes that the most important element of our success is our dedicated, talented team of employees, and we will work closely with Eastman to ensure a smooth integration process.

More information will be forthcoming at the videoconference and as this agreement moves forward.

Jeff Quinn

Chairman, President and CEO

Solutia Inc.

EX-99.3

Exhibit 99.3

Dear Colleagues,

Thank you for joining us earlier this morning in the global employee videoconference to discuss today’s announcement that Solutia has agreed to merge with Eastman Chemicals, a Fortune 500 company and a global manufacturer and marketer of chemicals, fibers and plastics.

I am confident this merger creates a world-class chemicals company and brings together two companies that share the same commitments to growth, innovation and employee development. Together Solutia and Eastman will create a leading global chemicals company with the financial strength, product mix and geographic reach to seize opportunities for long-term future growth.

As there should be, I’m certain there are many questions. Some will be answered today; many others will become clear as the merger is finalized over the next few months. Please see the below questions and answers for some of the information that will be helpful today and during this time.

I cannot stress enough that this agreement does not change our continued commitment to quality, service and the high-performance culture Solutia has built.

Jeff Quinn

Chairman, President and CEO

Solutia Inc.

Questions and Answers

What happened?

Solutia announced it has agreed to merge with Eastman Chemicals for an enterprise value of $4.7 billion. Eastman’s offer represents a substantial premium for our shareholders and has been unanimously approved by Solutia’s Board of Directors. The merger creates a world-class company with combined revenues of about $9.3 billion and brings together two companies that share the same values and commitment to growth and innovation. Solutia’s management team remains confident that the business is very well positioned for the future.

Who is Eastman?

Eastman Chemicals is a Fortune 500 company and a global manufacturer and marketer of chemicals, fibers and plastics worldwide. It provides key differentiated coatings, adhesives and specialty plastics products and is a major supplier of cellulose acetate fibers. As a Responsible Care^® company, Eastman is committed to achieving the highest standards of health, safety,

environmental and security performance. Founded in 1920 and headquartered in Kingsport, Tennessee, USA, Eastman has annual revenue of $7.2 billion and approximately 10,000 employees worldwide.

Am I still an employee of Solutia?

Yes. For now and until the merger is completed it is business as usual at Solutia. We know we can count on all of our employees to maintain the same commitment to our quality products and our customer relationships that has always set us apart.

Does this affect my current projects, planned business trips, contracts and other day-to-day dealings?

No. Please proceed with all day-to-day business as usual. Your colleagues, supervisors and the tools available to you have not changed due to this announcement. We are working closely with Eastman to ensure a smooth integration process and will have more updates to share with our employees over the next few months.

Does this affect how I should address upcoming projects, travel, contracts and other day-to-day dealings? 

Generally, no. Please discuss individual questions regarding upcoming projects with your supervisor.

What is the reasoning for this merger?

The Board of Directors determined that the merger is in the best interests of all of our shareholders and presents the best opportunity for securing the Company’s future and further enhancing the value it provides to customers around the world. The combination of our companies, both of which share the same values and commitment to growth and innovation, will create a world-class chemicals company with the financial strength, diversified and complementary mix of premium products, and geographic footprint to capitalize on long-term growth opportunities.

What are the benefits of the merger?

Eastman has agreed to pay a substantial premium to our shareholders for their stock. The combination of Solutia and Eastman will bring together the expertise and know-how of two of the world’s foremost chemical companies.

Solutia employees will have the benefit of becoming part of a leading global chemicals producer with the financial strength, diversified and complementary mix of premium products and geographic footprint to capitalize on long-term growth opportunities.

Eastman shares our focus on developing innovative new products and proprietary processes that differentiate our businesses, as well as securing and building the right process technology to support growth. Eastman’s financial and capital strength will support future investment in the Solutia businesses, both in core products and as the Company seizes opportunities in fast-growing markets.

The combined Company will be in a stronger position to take advantage of emerging global trends that drive demand for our products, especially in developing regions of the world.

What does this mean for my job once the deal closes?

Eastman recognizes that the most important element of Solutia’s success is our dedicated, talented team of employees, and your role is essential to the success of this combination. Employees will have access to the broadened potential for opportunities and experiences provided by Eastman’s extensive possibilities for employees to enjoy career paths filled with success and personal growth. Much like Solutia, Eastman aims to create a brighter future through discovery and technology, drawing on innovative approaches to achieve practical solutions, creating useful materials that serve customers while caring for the communities in which they work.

Will there be job losses?

At this point decisions regarding this have not yet been made. However, as far as we know there are no plans to shut down any of Solutia’s plant operations.

Will the Company maintain its headquarters in Maryville?

No decision has been made at this time.

Will any members of Solutia’s current management stay on or join Eastman’s board?

No decisions have been made at this time.

How long will the deal take to close?

The merger will require approval of Solutia shareholders as well as certain regulatory approvals. It is expected to close around the end of the second quarter or in the third quarter of the year.

What attracted Eastman to Solutia?

Solutia and Eastman are a good fit, not only in terms of our business and products but also in what we stand for. Solutia and Eastman have similar cultures and share a commitment to the highest levels of quality, customer service and to the employee development and operational excellence.

Does Eastman share Solutia’s commitment to safety and performance?

Like Solutia, Eastman’s culture is one of commitment to safety, accountability for actions and feedback on performance. They believe that every workplace incident, injury and illness is preventable and preventing workplace incidents, injuries and illnesses is an integral part of their worldwide business strategy.

What are the benefits for shareholders? Are we living up to our responsibility to be good stewards of their investments?

Eastman has agreed to pay a substantial premium to our shareholders for their stock.

What if I get questions about this from customers or business associates of Solutia?

For the time being, it is business as usual at Solutia, and there will be measures in place to ensure a seamless experience for customers.

There are news reports about this. What if I get questions about this from the media?

This announcement is likely to generate interest from mainstream and financial media outlets.

You must follow Solutia’s media interaction policy, which requires all questions to be referred to Melissa (Missy) Zona in the corporate communications department at 314.674.5555. You are not authorized to speak to the media regarding company affairs, or to speak on behalf of the company, without authorization from the corporate communications department.

If a reporter or news crew calls or visits your facility, you must follow these steps:

1. Ask the person for their name, company and contact number

2. Direct them the corporate communications department using the following: “Thank you for your inquiry. Questions regarding that matter are being addressed by Missy Zona in our Corporate Communications department. You can reach Missy directly at 314-674-5555.”

A company called Eastman Kodak filed for bankruptcy protection earlier this month. Is this the same company?

No. The two companies are no longer related entities

Will the compensation structures be the same? Will we receive 2011 AIP incentive payments as planned?

More information about compensation will be available over the next few months. We intend to pay the 2011 AIP in the ordinary course. We do intend to put in place a 2012 AIP, details of which will be communicated at a later date.

What about Solutia’s philanthropic commitments?

All philanthropic commitments that are currently in place will be honored.

Where should I go if I have more questions?

Your supervisor and/or human resources lead.

Eastman Background

Corporate overview web link.

Key Facts:

• 2011 Sales Revenue of $7.2 billion

• Approximately 10,000 employees worldwide

• Chairman of the Board and CEO: James P. Rogers

• NYSE Symbol: EMN

• 16 manufacturing locations and several sales offices around the globe

• Responsible Care® company

• Corporate Headquarters in Kingsport, Tennessee

Quick History:

• Founded in 1920 in Kingsport, Tennessee by George Eastman

• Winner of the 1993 Malcolm Baldrige National Quality Award

• Spun-off from Eastman Kodak in 1994 and became a publicly traded company

Company Structure:

Eastman is divided into four business segments including:

• Coatings, Adhesives, Specialty Polymers and Inks

• Fibers

• Performance Chemicals and Intermediates

• Specialty Plastics

Key Markets:

•    Packaging   •    Tobacco   •    Building and Construction   •    Consumables   •    Industrial Chemicals and Processing   •    Transportation •    Health and Wellness   •    Durable Goods   •    Agriculture   •    Electronics   •    Energy, Fuels and Water