8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2016

EASTMAN CHEMICAL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12626	62-1539359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 South Wilcox Drive Kingsport, TN	37662
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (423) 229 - 2000

None

(Former name or former address, if changed since last report.)

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 8.01 Other Events

On November 16, 2016, Eastman Chemical Company (the “Company”) issued a press release announcing its offering of €700 million (or $762 million based on the euro/U.S. dollar exchange rate as of November 10, 2016 as published by the U.S. Federal Reserve Board) aggregate principal amount of notes (the “Offering”). The Offering is expected to be completed on November 21, 2016. The Company intends to use a portion of the net proceeds from the Offering to complete its previously announced cash tender offer (the “Tender Offer”) for up to $400 million combined aggregate principal amount of the Company’s 4.5% notes due 2021, 3.6% notes due 2022, 7 ¹⁄₄% debentures due 2024, 7 ⁵⁄₈% debentures due 2024, 3.80% notes due 2025 and 7.60% debentures due 2027 (collectively, the “Notes”), which Tender Offer will expire on November 29, 2016, unless extended or earlier terminated, and to redeem the approximately $160 million outstanding aggregate principal amount of the Company’s 6.30% notes due 2018 (the “2018 notes redemption”). The Company intends to use the remaining net proceeds to repay or redeem a portion of the $500 million outstanding aggregate principal amount of the Company’s 2.4% notes due 2017, either at or prior to maturity. Any proceeds not used for the foregoing will be used for general corporate purposes, which may include working capital, capital expenditures, the repayment of other indebtedness outstanding from time to time, and other matters in connection with the implementation of the Company’s strategic initiatives. Pending the application of any net proceeds, the Company expects to invest such net proceeds in short-term investments. Completion of the Offering is a condition to the completion of the Tender Offer. A copy of the Company’s press release announcing the Offering is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.

On November 15, 2016, the Company issued a press release announcing the extension of the early tender date and price determination date for the Tender Offer. The early tender date for the Tender Offer, as so extended, was 5:00 p.m., New York City time, on November 15, 2016 (the “Early Tender Date”), and the price determination date for the Tender Offer, as so extended, was 2:00 p.m., New York City time, on November 16, 2016. On November 16, 2016, the Company issued a press release announcing that approximately $857 million in combined aggregate principal amount of Notes were validly tendered and not validly withdrawn on or prior to the Early Tender Date in its Tender Offer. The Company also announced that it has increased certain of the tender caps in the Tender Offer. Also on November 16, 2016, the Company issued a press release announcing the pricing terms of the Tender Offer. Copies of the Company’s press releases announcing the extension of the early tender date and price determination date for the Tender Offer, early results and increase in certain tender caps in the Tender Offer and the pricing terms of the Tender Offer are filed as Exhibits 99.2, 99.3 and 99.4 hereto, respectively, and are incorporated herein by reference.

The information contained in this report shall not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase and related Letter of Transmittal, which set forth the complete terms of the Tender Offer.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
99.1	Press release announcing public offering of notes dated November 16, 2016
99.2	Press release announcing extension of early tender date and price determination date for cash tender offer for certain outstanding debt securities dated November 15, 2016
99.3	Press release announcing early results of cash tender offer for certain outstanding debt securities and increase in certain tender caps dated November 16, 2016
99.4	Press release announcing pricing terms of cash tender offer for certain outstanding debt securities dated November 16, 2016

-2-

SIGNATURES

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.

		EASTMAN CHEMICAL COMPANY
Date: November 16, 2016	By:	/s/ Brian L. Henry
		Brian L. Henry Senior Securities – Governance Counsel and Assistant Secretary

-3-

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release announcing public offering of notes dated November 16, 2016
99.2	Press release announcing extension of early tender date and price determination date for cash tender offer for certain outstanding debt securities dated November 15, 2016
99.3	Press release announcing early results of cash tender offer for certain outstanding debt securities and increase in certain tender caps dated November 16, 2016
99.4	Press release announcing pricing terms of cash tender offer for certain outstanding debt securities dated November 16, 2016

-4-

EX-99.1

Exhibit 99.1

Eastman Announces Offering of €200 Million 1.50% Notes due 2023

and €500 Million 1.875% Notes due 2026

KINGSPORT, Tenn., November 16, 2016 — Eastman Chemical Company (NYSE:EMN) today announced the public offering of €200 million (or $218 million based on the euro/U.S. dollar exchange rate as of November 10, 2016 as published by the U.S. Federal Reserve Board (the “exchange rate”)) principal amount of additional 1.50% notes due 2023 (the “2023 Notes”) and €500 million (or $544 million based on the exchange rate) principal amount of 1.875% notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Notes”). The 2023 Notes will be issued as additional notes of the same series as Eastman’s currently outstanding €550 million aggregate principal amount of 1.50% notes due 2023, issued on May 26, 2016 (the “existing 2023 notes”). The 2023 Notes will be treated as a single series with the existing 2023 notes and will have the same terms (other than the date of issue and the initial price), including having the same ISIN, Common Code and CUSIP number, as the existing 2023 notes. The offering of Notes is expected to close on November 21, 2016, subject to customary closing conditions.

Citigroup Global Markets Limited, Morgan Stanley & Co. International plc and Wells Fargo Securities International Limited are serving as joint book-running managers for the offering.

Eastman intends to use a portion of the net proceeds from the offering to complete the previously announced cash tender offer for up to $400 million combined aggregate principal amount of its 4.5% notes due 2021, 3.6% notes due 2022, 7 1/4% debentures due 2024, 7 5/8% debentures due 2024, 3.80% notes due 2025 and 7.60% debentures due 2027, which offer will expire on November 29, 2016, unless extended or earlier terminated, and to redeem the approximately $160 million outstanding aggregate principal amount of its 6.30% notes due 2018. Eastman intends to use the remaining net proceeds to repay or redeem a portion of the $500 million outstanding aggregate principal amount of its 2.4% notes due 2017, either at or prior to maturity. Any proceeds not used for the foregoing will be used for general corporate purposes, which may include working capital, capital expenditures, the repayment of other indebtedness outstanding from time to time, and other matters in connection with the implementation of strategic initiatives. Pending the application of any net proceeds, Eastman expects to invest such net proceeds in short-term investments.

The offering is being made under an automatic shelf registration statement on Form S-3 (Registration No. 333-204119) filed by Eastman with the Securities and Exchange Commission (“SEC”) on May 13, 2015 and only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement has been filed, and an issuer free writing prospectus and a prospectus supplement relating to the offering of the Notes will be filed, with the SEC, to which this communication relates. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and the accompanying prospectus included in the registration statement and other documents Eastman has filed with the SEC for more complete information about

Eastman and the offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, the prospectus and the prospectus supplement may be obtained by contacting Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Syndicate Desk, (tel): 1-800-831-9146, Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, Attention: Head of Transaction Management Group, Global Capital Markets, (tel): 1-866-718-1649 or Wells Fargo Securities International Limited, One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD, United Kingdom, Attention: DCM & Syndicate, (tel): +44 (0)207 149 8481.

This communication is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of the applicable prospectus supplement and the related prospectus. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the prospectus contained therein or the applicable prospectus supplement.

Forward-Looking Statements: This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws concerning, among other things, the offering of the Notes and the use of proceeds therefrom. 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, including the Form 10-Q filed for third quarter 2016 and available on the Eastman website at www.eastman.com in the Investors, SEC filings section.

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2015 revenues of approximately $9.6 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 15,000 people around the world.

# # #

Contacts:

Media: Tracy Kilgore Addington

423-224-0498 / tracy@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com

EX-99.2

Exhibit 99.2

Eastman Chemical Company Announces Extension of Early Tender Date and Tender Offer Price

Determination Date for its Cash Tender Offer for Certain Outstanding Debt Securities

KINGSPORT, Tenn., November 15, 2016 — Eastman Chemical Company (NYSE:EMN) today announced the extension of the Early Tender Date and the Tender Offer Price Determination Date for its previously announced cash tender offer (the “Tender Offer”) for up to $400 million combined aggregate principal amount of its outstanding debt securities listed in the table below (collectively, the “Notes”). The terms of the Tender Offer are described in the Offer to Purchase, dated October 31, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, and remain unchanged except as amended hereby.

Title of Security	CUSIP Number	Principal Amount Outstanding	Tender Cap(1)	Acceptance Priority Level	Reference U.S. Treasury Security	Bloomberg Reference Page(2)	Early Tender Premium (per $1,000 principal amount)	Fixed Spread (basis points)
7 5⁄8%  Debentures due 2024	277432 AC4	$53,901,000	$10,000,000	1	1.5% due 08/15/26	PX1	$30	+90
7.60% Debentures due 2027	277432 AD2	$223,396,000	$50,000,000	2	1.5% due 08/15/26	PX1	$30	+110
7 1⁄4%  Debentures due 2024	277432 AB6	$244,421,000	$50,000,000	3	1.5% due 08/15/26	PX1	$30	+85
4.5% Notes due 2021	277432 AK6	$250,000,000	$50,000,000	4	1.25% due 10/31/21	PX1	$30	+80
3.6% Notes due 2022	277432 AN0	$900,000,000	$150,000,000	5	1.25% due 10/31/21	PX1	$30	+100
3.80% Notes due 2025	277432 AR1	$800,000,000	$100,000,000	6	1.5% due 08/15/26	PX1	$30	+115

(1) The Tender Cap for each series represents the maximum aggregate principal amount of Notes of such series that will be purchased in the Tender Offer.

(2) The applicable page on Bloomberg from which the Dealer Manager for the Tender Offer will quote the bid-side prices of the applicable U.S. Treasury Security at the Tender Offer Price Determination Date.

The Early Tender Date, previously set at 5:00 p.m., New York City time, on November 14, 2016, has been extended to 5:00 p.m., New York City time, on November 15, 2016.

The Tender Offer Price Determination Date, previously set at 2:00 p.m., New York City time, on November 15, 2016, has been extended to 2:00 p.m., New York City time, on November 16, 2016.

The Tender Offer is scheduled to expire at midnight, New York City time, at the end of the day on November 29, 2016, unless extended or earlier terminated by Eastman (the “Expiration Date”).

The withdrawal deadline with respect to Notes validly tendered pursuant to the Tender Offer was 5:00 p.m., New York City time, on November 14, 2016 (the “Withdrawal Deadline”). Notes already tendered pursuant to the Tender Offer may no longer be withdrawn, and any Notes tendered after the Withdrawal Deadline, but on or prior to the Expiration Date, may not be withdrawn, except in limited circumstances where additional withdrawal rights are required by law.

Eastman’s obligation to accept for purchase and to pay for Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of certain conditions, including Eastman completing the offering and sale of new debt securities (the “New Notes Offering”) on terms acceptable to Eastman (the “Financing Condition”). The Tender Offer

does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. Eastman reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate one or more of the Tender Caps; or (iv) otherwise amend the Tender Offer in any respect. Eastman is not soliciting consents from holders of securities in connection with the Tender Offer.

Eastman has retained Citigroup Global Markets Inc. to act as exclusive Dealer Manager. Global Bondholder Services Corporation is the Information Agent and Depositary. For additional information regarding the terms of the Tender Offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 794-2200 (for all others toll-free) or +001 (212) 430-3774 (international), by email at contact@gbsc-usa.com or to the Dealer Manager at its telephone numbers. These documents regarding the tendering of securities are also available at http://www.gbsc-usa.com/Eastman/.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities. The Tender Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal, which set forth the complete terms of the Tender Offer. The Tender Offer is not being made to, nor will Eastman accept tenders of Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

None of Eastman, its board of directors, the Dealer Manager or the Information Agent and Depositary makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

About Eastman Chemical Company

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2015 revenues of approximately $9.6 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 15,000 people around the world. For more information, visit www.eastman.com.

Forward-Looking Statements

This press release includes forward-looking statements concerning, among other things, the Tender Offer, including the terms and timing of the Tender Offer. 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 detailed in the company’s filings with the Securities and Exchange Commission from time to time, including the Form 10-Q filed for the third quarter of 2016, available on the Eastman web site at www.eastman.com in the Investors, SEC filings section.

# # #

Contacts:

Media: Tracy Kilgore Addington

423-224-0498 / tracy@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com

EX-99.3

Exhibit 99.3

Eastman Chemical Company Announces Early Results of Its Cash Tender Offer and

Increase to Tender Caps for its 7 5/8% Debentures due 2024 and 4.5% Notes due 2021

KINGSPORT, Tenn., November 16, 2016 — Eastman Chemical Company (NYSE:EMN) today announced that, pursuant to its previously announced cash tender offer (the “Tender Offer”) for up to $400 million combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding debt securities listed in the table below (collectively, the “Notes”), approximately $857 million in combined aggregate principal amount of Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 15, 2016 (the “Early Tender Date”). Eastman also announced that it is increasing the Tender Cap applicable to its 7 5/8% Debentures due 2024 from $10,000,000 to $10,714,000 and increasing the Tender Cap applicable to its 4.5% Notes due 2021 from $50,000,000 to $64,963,000, as set forth in the table below. The terms of the Tender Offer are described in the Offer to Purchase, dated October 31, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, and remain unchanged except as amended hereby.

The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Date.

Title of Security	CUSIP Number	Acceptance Priority Level	Principal Amount Outstanding	Tender Cap(1)(2)	Principal Amount Tendered
7 5⁄8% Debentures due 2024	277432 AC4	1	$53,901,000	$10,714,000	$10,714,000
7.60% Debentures due 2027	277432 AD2	2	$223,396,000	$50,000,000	$27,529,000
7 1⁄4% Debentures due 2024	277432 AB6	3	$244,421,000	$50,000,000	$46,794,000
4.5% Notes due 2021	277432 AK6	4	$250,000,000	$64,963,000	$69,769,000
3.6% Notes due 2022	277432 AN0	5	$900,000,000	$150,000,000	$292,272,000
3.80% Notes due 2025	277432 AR1	6	$800,000,000	$100,000,000	$409,876,000

(1) Reflects revisions to certain of the Tender Caps as described above.

(2) The Tender Cap for each series represents the maximum aggregate principal amount of Notes of such series that will be purchased in the Tender Offer.

Because the combined aggregate principal amount of validly tendered Notes exceeded the Maximum Tender Amount and, as set forth in the table above, the amount of validly tendered Notes of certain series exceeded the applicable Tender Cap, the Notes will be purchased subject to the Acceptance Priority Levels and subject to proration as described in the Offer to Purchase.

The principal amount of each series of Notes listed in the table above accepted for purchase will be determined in accordance with the Maximum Tender Amount, the applicable Tender Caps and the Acceptance Priority Levels set forth in the table above, as described in the Offer to Purchase and the Letter of Transmittal, and as amended hereby.

Although the Tender Offer is scheduled to expire at midnight, New York City time, at the end of the day on November 29, 2016, because holders validly tendered and did not validly withdraw Notes on or prior to the Early Tender Date for which the combined aggregate principal amount exceeded the Maximum Tender Amount after taking into account the Tender Caps, Eastman does not expect to accept for purchase any Notes tendered after the Early Tender Date.

Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date are eligible to receive the Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of Notes tendered by such holders and accepted for purchase by Eastman. Accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date (described below) will be paid in cash on all validly tendered Notes accepted and purchased by Eastman in the Tender Offer. Eastman expects to issue a press release on November 16, 2016 announcing the Total Consideration payable in connection with the Tender Offer. The settlement date for the Notes accepted by Eastman in connection with the Early Tender Date is expected to be November 22, 2016 (the “Early Settlement Date”).

Eastman’s obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of certain conditions, including Eastman completing the offering and sale of new debt securities (the “New Notes Offering”) on terms acceptable to Eastman (the “Financing Condition”). The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. Eastman reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount and/or further increase, decrease or eliminate one or more of the Tender Caps; or (iv) otherwise amend the Tender Offer in any respect. Eastman is not soliciting consents from holders of securities in connection with the Tender Offer.

The withdrawal deadline with respect to Notes validly tendered pursuant to the Tender Offer was 5:00 p.m., New York City time, on November 14, 2016 (the “Withdrawal Deadline”). Notes already tendered pursuant to the Tender Offer may no longer be withdrawn, and any Notes tendered after the Withdrawal Deadline, but on or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

Eastman has retained Citigroup Global Markets Inc. to act as exclusive Dealer Manager. Global Bondholder Services Corporation is the Information Agent and Depositary. For additional information regarding the terms of the Tender Offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 794-2200 (for all others toll-free) or +001 (212) 430-3774 (international), by email at contact@gbsc-usa.com or to the Dealer Manager at its telephone numbers.

These documents regarding the tendering of securities are also available at http://www.gbsc-usa.com/Eastman/.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities. The Tender Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal, which set forth the complete terms of the Tender Offer. The Tender Offer is not being made to, nor will Eastman accept tenders of Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

None of Eastman, its board of directors, the Dealer Manager or the Information Agent and Depositary makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

About Eastman Chemical Company

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2015 revenues of approximately $9.6 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 15,000 people around the world. For more information, visit www.eastman.com.

Forward-Looking Statements

This press release includes forward-looking statements concerning, among other things, the Tender Offer, including the terms and timing of the Tender Offer. 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 detailed in the company’s filings with the Securities and Exchange Commission from time to time, including the Form 10-Q filed for the third quarter of 2016, available on the Eastman web site at www.eastman.com in the Investors, SEC filings section.

# # #

Contacts:

Media: Tracy Kilgore Addington

423-224-0498 / tracy@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com

EX-99.4

Exhibit 99.4

Eastman Chemical Company Announces the Pricing Terms of Its Cash Tender

Offer for Certain Outstanding Debt Securities

KINGSPORT, Tenn., November 16, 2016 — Eastman Chemical Company (NYSE:EMN) today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for up to $400 million combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding debt securities listed in the table below (collectively, the “Notes”). Eastman also announced the principal amount of each series of Notes that it expects to accept pursuant to the Tender Offer (subject to the satisfaction or waiver of certain conditions, as described below). The terms of the Tender Offer are described in the Offer to Purchase, dated October 31, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, and remain unchanged except as amended by Eastman’s press release relating to the Tender Offer issued earlier today.

The Total Consideration for each series of Notes is based on the applicable reference yield plus the applicable fixed spread, in each case as set forth in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or prior to 5:00 p.m., New York City time, on November 15, 2016 (the “Early Tender Date”) and whose Notes are accepted for purchase by Eastman. The Reference Yields listed in the table below were determined at 2:00 p.m., New York City Time, on November 16, 2016 by Citigroup Global Markets Inc., the Dealer Manager for the Tender Offer. The Total Consideration for each series of Notes includes an early tender premium of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Eastman.

Title of Security	CUSIP Number	Acceptance Priority Level	Principal Amount Outstanding	Reference U.S. Treasury Security	Reference Yield	Fixed Spread (basis points)	Total Consideration (1)(2)	Tender Cap(3)	Principal Amount Expected to be Accepted(4)
7 5⁄8% Debentures  due 2024	277432 AC4	1	$53,901,000	1.5% due 08/15/26	2.257%	+90	$1,298.52	$10,714,000	$10,714,000
7.60% Debentures due 2027	277432 AD2	2	$223,396,000	1.5% due 08/15/26	2.257%	+110	$1,363.59	$50,000,000	$27,529,000
7 1⁄4% Debentures  due 2024	277432 AB6	3	$244,421,000	1.5% due 08/15/26	2.257%	+85	$1,263.65	$50,000,000	$46,794,000
4.5% Notes due 2021	277432 AK6	4	$250,000,000	1.25% due 10/31/21	1.677%	+80	$1,074.72	$64,963,000	$64,963,000
3.6% Notes due 2022	277432 AN0	5	$900,000,000	1.25% due 10/31/21	1.677%	+100	$1,046.76	$150,000,000	$150,000,000
3.80% Notes due 2025	277432 AR1	6	$800,000,000	1.5% due 08/15/26	2.257%	+115	$1,027.50	$100,000,000	$100,000,000

(1) Per $1,000 principal amount of Notes that are tendered and accepted for purchase.

(2) The Total Consideration includes the early tender premium of $30 per $1,000 principal amount of Notes.

(3) Reflects revisions to the Tenders Caps announced earlier today.

(4) Expected to be accepted for purchase, and paid for, on the Early Settlement Date.

All payments for Notes purchased in connection with the Early Tender Date will also include accrued and unpaid interest on the principal amount of Notes tendered up to, but not including, the early settlement date, which is currently expected to be November 22, 2016 (the “Early Settlement Date”). Eastman expects to accept for purchase, and pay

for, $10,714,000 aggregate principal amount of its 7 5/8% Debentures due 2024, $27,529,000 aggregate principal amount of its 7.60% Debentures due 2027, $46,794,000 aggregate principal amount of its 7 1/4% Debentures due 2024, $64,963,000 aggregate principal amount of its 4.5% Notes due 2021, $150,000,000 aggregate principal amount of its 3.6% Notes due 2022 and $100,000,000 aggregate principal amount of its 3.80% Notes due 2025 on the Early Settlement Date.

Eastman’s obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of certain conditions, including Eastman completing the offering and sale of new debt securities (the “New Notes Offering”) on terms acceptable to Eastman (the “Financing Condition”). The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. Eastman reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate one or more of the Tender Caps; or (iv) otherwise amend the Tender Offer in any respect. Eastman is not soliciting consents from holders of securities in connection with the Tender Offer.

Although the Tender Offer is scheduled to expire at midnight, New York City time, at the end of the day on November 29, 2016, because holders validly tendered and did not validly withdraw Notes on or prior to the Early Tender Date for which the combined aggregate principal amount exceeded the Maximum Tender Amount after taking into account the Tender Caps, Eastman does not expect to accept for purchase any Notes tendered after the Early Tender Date.

The withdrawal deadline with respect to Notes validly tendered pursuant to the Tender Offer was 5:00 p.m., New York City time, on November 14, 2016 (the “Withdrawal Deadline”). Notes already tendered pursuant to the Tender Offer may no longer be withdrawn, and any Notes tendered after the Withdrawal Deadline, but on or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

Eastman has retained Citigroup Global Markets Inc. to act as exclusive Dealer Manager. Global Bondholder Services Corporation is the Information Agent and Depositary. For additional information regarding the terms of the Tender Offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 794-2200 (for all others toll-free) or +001 (212) 430-3774 (international), by email at contact@gbsc-usa.com or to the Dealer Manager at its telephone numbers. These documents regarding the tendering of securities are also available at http://www.gbsc-usa.com/Eastman/.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer

to sell or a solicitation of an offer to purchase new debt securities. The Tender Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal, which set forth the complete terms of the Tender Offer. The Tender Offer is not being made to, nor will Eastman accept tenders of Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

None of Eastman, its board of directors, the Dealer Manager or the Information Agent and Depositary makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

About Eastman Chemical Company

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2015 revenues of approximately $9.6 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 15,000 people around the world. For more information, visit www.eastman.com.

Forward-Looking Statements

This press release includes forward-looking statements concerning, among other things, the Tender Offer, including the terms and timing of the Tender Offer. 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 detailed in the company’s filings with the Securities and Exchange Commission from time to time, including the Form 10-Q filed for the third quarter of 2016, available on the Eastman web site at www.eastman.com in the Investors, SEC filings section.

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Contacts:

Media: Tracy Kilgore Addington

423-224-0498 / tracy@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com