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 Exchange Act of 1934

Date of report (Date of earliest event reported): July 2, 2012 (July 2, 2012)

EASTMAN CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

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:

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 2, 2012, Eastman Chemical Company (the “Company”) completed its previously announced acquisition of Solutia Inc. (“Solutia”), through the merger (the “Merger”) of Eagle Merger Sub Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with and into Solutia, with Solutia surviving the Merger and becoming an indirect wholly-owned subsidiary of the Company. The Merger was effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated January 26, 2012, by and among the Company, Merger Sub and Solutia.

At the effective time of the Merger (the “Effective Time”), each share of Solutia common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Solutia as treasury stock and shares held by holders properly exercising appraisal rights) was canceled and converted automatically into the right to receive, in accordance with the terms of the Merger Agreement, (i) $22.00 in cash, without interest, and (ii) 0.12 shares of the Company’s common stock (together, the “Merger Consideration”).

Also at the Effective Time:

In addition, as of the Effective Time, each warrant to purchase shares of Solutia common stock (the “Solutia Warrants”) issued under the Warrant Agreement, dated February 28, 2008, between Solutia and the warrant agent named therein (the “Warrant Agreement”), was assumed by the Company and converted into a warrant to acquire, upon exercise, on substantially the same terms and conditions as were applicable to such warrant immediately prior to the Effective Time, the Merger Consideration (the “Eastman Warrants”).

The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated by reference herein.

The Company paid a total of approximately $2.7 billion in cash and issued 14,686,067 shares of its common stock to Solutia stockholders in the Merger. In addition, as a result of the assumption of the Solutia Warrants in the Merger, as of the Effective Time, there were 4,481,250 Eastman Warrants outstanding, which are potentially exercisable for an aggregate of up to 537,750 shares of the Company’s common stock.

- 2 -

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

A portion of the cash component of the purchase price paid in the Merger was funded from borrowings, on July 2, 2012, of $1.2 billion under the Company’s previously disclosed Five-Year Senior Term Loan Credit Agreement, dated February 29, 2012, by and among the Company, the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc. and Barclays Capital Inc. (“Barclays”), as joint lead arrangers, and Barclays, as syndication agent (the “Term Loan”).

Additional information and details regarding the Term Loan are contained in Item 1.01 of the Company’s Current Report on Form 8-K filed on March 6, 2012, and the foregoing description of the Term Loan is qualified in its entirety by reference to the Term Loan filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2012.

Item 3.03 Material Modification to Rights of Security Holders.

The information regarding the Eastman Warrants contained above under Item 1.01 is incorporated by reference herein and is qualified in its entirety by reference to the Warrant Agreement, a copy of which is filed as Exhibit 4.1 hereto, and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On July 2, 2012, the Company issued a press release announcing, among other things, the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

In addition, also in connection with the completion of the Merger, Solutia repaid all amounts outstanding under its senior credit facility and issued notices of redemption to the holders of all of its 8 ³/4% Senior Notes due 2017 and 7⁷/₈% Senior Notes due 2020 (together, the “Notes”), and satisfied and discharged its obligations under the respective indentures relating to the Notes.

A copy of the press release issued by the Company announcing Solutia’s redemption of the Notes is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of Solutia required to be filed pursuant to this Item 9.01(a) have previously been filed as a part of, and are contained in, the Company’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission (“SEC”) on May 18, 2012 (File No. 333-181549). Pursuant to General Instruction B.3 to Form 8-K, these financial statements are not additionally reported herein.

(b) Pro Forma Financial Information.

The pro forma financial statements required to be filed pursuant to this Item 9.01(b) have previously been filed as a part of, and are contained in, the Company’s Current Report on Form 8-K, filed with the SEC on May 18, 2012 (File No. 001-12626). Pursuant to General Instruction B.3 to Form 8-K, these financial statements are not additionally reported herein.

- 3 -

(d) Exhibits. The following exhibits are filed with this report:

- 4 -

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.

Date: July 2, 2012

- 5 -

EXHIBIT INDEX

- 6 -