(Mark
One)
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2016
|
|
OR
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ______________ to ______________
|
Delaware
|
62-1539359
|
(State or other jurisdiction of
|
(I.R.S. employer
|
incorporation or organization)
|
identification no.)
|
|
|
200 South Wilcox Drive
|
|
Kingsport, Tennessee
|
37662
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
[X]
|
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
[ ]
|
Class
|
Number of Shares Outstanding at June 30, 2016
|
Common Stock, par value $0.01 per share
|
147,711,985
|
ITEM
|
|
PAGE
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
$
|
2,297
|
|
|
$
|
2,533
|
|
|
$
|
4,533
|
|
|
$
|
4,976
|
|
Cost of sales
|
1,692
|
|
|
1,813
|
|
|
3,294
|
|
|
3,600
|
|
||||
Gross profit
|
605
|
|
|
720
|
|
|
1,239
|
|
|
1,376
|
|
||||
Selling, general and administrative expenses
|
174
|
|
|
194
|
|
|
357
|
|
|
374
|
|
||||
Research and development expenses
|
55
|
|
|
57
|
|
|
109
|
|
|
113
|
|
||||
Asset impairments and restructuring (gains) charges, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
109
|
|
||||
Operating earnings
|
376
|
|
|
469
|
|
|
775
|
|
|
780
|
|
||||
Net interest expense
|
63
|
|
|
66
|
|
|
127
|
|
|
132
|
|
||||
Early debt extinguishment costs
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Other income, net
|
(20
|
)
|
|
—
|
|
|
(8
|
)
|
|
(11
|
)
|
||||
Earnings before income taxes
|
324
|
|
|
403
|
|
|
647
|
|
|
659
|
|
||||
Provision for income taxes
|
67
|
|
|
104
|
|
|
139
|
|
|
188
|
|
||||
Net earnings
|
257
|
|
|
299
|
|
|
$
|
508
|
|
|
$
|
471
|
|
||
Less: Net earnings attributable to noncontrolling interest
|
2
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||
Net earnings attributable to Eastman
|
$
|
255
|
|
|
$
|
297
|
|
|
$
|
506
|
|
|
$
|
468
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to Eastman
|
$
|
1.73
|
|
|
$
|
2.00
|
|
|
$
|
3.43
|
|
|
$
|
3.15
|
|
Diluted earnings per share attributable to Eastman
|
$
|
1.71
|
|
|
$
|
1.98
|
|
|
$
|
3.40
|
|
|
$
|
3.12
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings including noncontrolling interest
|
$
|
257
|
|
|
$
|
299
|
|
|
$
|
508
|
|
|
$
|
471
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in cumulative translation adjustment
|
(70
|
)
|
|
76
|
|
|
36
|
|
|
(136
|
)
|
||||
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of unrecognized prior service credits included in net periodic costs
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(11
|
)
|
||||
Derivatives and hedging:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss) during period
|
38
|
|
|
(16
|
)
|
|
20
|
|
|
39
|
|
||||
Reclassification adjustment for losses included in net income, net
|
33
|
|
|
25
|
|
|
37
|
|
|
22
|
|
||||
Total other comprehensive income (loss), net of tax
|
(6
|
)
|
|
78
|
|
|
79
|
|
|
(86
|
)
|
||||
Comprehensive income including noncontrolling interest
|
251
|
|
|
377
|
|
|
587
|
|
|
385
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
2
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||
Comprehensive income attributable to Eastman
|
$
|
249
|
|
|
$
|
375
|
|
|
$
|
585
|
|
|
$
|
382
|
|
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retained earnings at beginning of period
|
$
|
5,330
|
|
|
$
|
4,656
|
|
|
$
|
5,146
|
|
|
$
|
4,545
|
|
Net earnings attributable to Eastman
|
255
|
|
|
297
|
|
|
506
|
|
|
468
|
|
||||
Cash dividends declared
|
(68
|
)
|
|
(60
|
)
|
|
(135
|
)
|
|
(120
|
)
|
||||
Retained earnings at end of period
|
$
|
5,517
|
|
|
$
|
4,893
|
|
|
$
|
5,517
|
|
|
$
|
4,893
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions, except per share amounts)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
240
|
|
|
$
|
293
|
|
Trade receivables, net of allowance for doubtful accounts
|
951
|
|
|
792
|
|
||
Miscellaneous receivables
|
226
|
|
|
246
|
|
||
Inventories
|
1,445
|
|
|
1,479
|
|
||
Other current assets
|
68
|
|
|
68
|
|
||
Total current assets
|
2,930
|
|
|
2,878
|
|
||
Properties
|
|
|
|
|
|
||
Properties and equipment at cost
|
11,440
|
|
|
11,234
|
|
||
Less: Accumulated depreciation
|
6,278
|
|
|
6,104
|
|
||
Net properties
|
5,162
|
|
|
5,130
|
|
||
Goodwill
|
4,520
|
|
|
4,518
|
|
||
Intangible assets, net of accumulated amortization
|
2,585
|
|
|
2,650
|
|
||
Other noncurrent assets
|
385
|
|
|
404
|
|
||
Total assets
|
$
|
15,582
|
|
|
$
|
15,580
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Payables and other current liabilities
|
$
|
1,467
|
|
|
$
|
1,625
|
|
Borrowings due within one year
|
722
|
|
|
431
|
|
||
Total current liabilities
|
2,189
|
|
|
2,056
|
|
||
Long-term borrowings
|
6,082
|
|
|
6,577
|
|
||
Deferred income tax liabilities
|
1,014
|
|
|
928
|
|
||
Post-employment obligations
|
1,276
|
|
|
1,297
|
|
||
Other long-term liabilities
|
568
|
|
|
701
|
|
||
Total liabilities
|
11,129
|
|
|
11,559
|
|
||
Stockholders' equity
|
|
|
|
|
|
||
Common stock ($0.01 par value – 350,000,000 shares authorized; shares issued – 217,431,231 and 216,899,964 for 2016 and 2015, respectively)
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
1,892
|
|
|
1,863
|
|
||
Retained earnings
|
5,517
|
|
|
5,146
|
|
||
Accumulated other comprehensive loss
|
(311
|
)
|
|
(390
|
)
|
||
|
7,100
|
|
|
6,621
|
|
||
Less: Treasury stock at cost (69,770,044 shares for 2016 and 69,137,973 shares for 2015)
|
2,725
|
|
|
2,680
|
|
||
Total Eastman stockholders' equity
|
4,375
|
|
|
3,941
|
|
||
Noncontrolling interest
|
78
|
|
|
80
|
|
||
Total equity
|
4,453
|
|
|
4,021
|
|
||
Total liabilities and stockholders' equity
|
$
|
15,582
|
|
|
$
|
15,580
|
|
|
First Six Months
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net earnings
|
$
|
508
|
|
|
$
|
471
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
291
|
|
|
287
|
|
||
Asset impairment charges
|
—
|
|
|
89
|
|
||
Gain on sale of equity investment
|
(17
|
)
|
|
—
|
|
||
Early debt extinguishment costs
|
9
|
|
|
—
|
|
||
Provision (benefit) for deferred income taxes
|
47
|
|
|
(30
|
)
|
||
Mark-to-market loss on pension and other postretirement benefit plans
|
—
|
|
|
2
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
|
|
||
Increase in trade receivables
|
(151
|
)
|
|
(103
|
)
|
||
Decrease in inventories
|
41
|
|
|
43
|
|
||
Decrease in trade payables
|
(76
|
)
|
|
(109
|
)
|
||
Pension and other postretirement contributions in excess of expenses
|
(43
|
)
|
|
(39
|
)
|
||
Variable compensation in excess of expenses
|
(67
|
)
|
|
(24
|
)
|
||
Other items, net
|
(1
|
)
|
|
95
|
|
||
Net cash provided by operating activities
|
541
|
|
|
682
|
|
||
Investing activities
|
|
|
|
|
|
||
Additions to properties and equipment
|
(234
|
)
|
|
(266
|
)
|
||
Proceeds from sale of assets and equity investment
|
41
|
|
|
4
|
|
||
Acquisitions, net of cash acquired
|
(22
|
)
|
|
—
|
|
||
Other items, net
|
3
|
|
|
(3
|
)
|
||
Net cash used in investing activities
|
(212
|
)
|
|
(265
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Net (decrease) increase in commercial paper borrowings
|
(208
|
)
|
|
157
|
|
||
Proceeds from borrowings
|
807
|
|
|
250
|
|
||
Repayment of borrowings
|
(807
|
)
|
|
(625
|
)
|
||
Dividends paid to stockholders
|
(136
|
)
|
|
(119
|
)
|
||
Treasury stock purchases
|
(45
|
)
|
|
(31
|
)
|
||
Dividends paid to noncontrolling interest
|
(4
|
)
|
|
(3
|
)
|
||
Proceeds from stock option exercises and other items, net
|
12
|
|
|
12
|
|
||
Net cash used in financing activities
|
(381
|
)
|
|
(359
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
(4
|
)
|
||
Net change in cash and cash equivalents
|
(53
|
)
|
|
54
|
|
||
Cash and cash equivalents at beginning of period
|
293
|
|
|
214
|
|
||
Cash and cash equivalents at end of period
|
$
|
240
|
|
|
$
|
268
|
|
ITEM
|
|
Page
|
|
|
|
Derivative
and Non-Derivative Financial Instruments
|
||
Environmental Matters
and Asset Retirement Obligations
|
||
1.
|
BASIS OF PRESENTATION
|
2.
|
INVENTORIES
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
At FIFO or average cost (approximates current cost)
|
|
|
|
||||
Finished goods
|
$
|
1,038
|
|
|
$
|
1,063
|
|
Work in process
|
209
|
|
|
212
|
|
||
Raw materials and supplies
|
469
|
|
|
500
|
|
||
Total inventories
|
1,716
|
|
|
1,775
|
|
||
Less: LIFO reserve
|
271
|
|
|
296
|
|
||
Total inventories
|
$
|
1,445
|
|
|
$
|
1,479
|
|
3.
|
GOODWILL
|
(Dollars in millions)
|
Additives & Functional Products
|
|
Adhesives & Plasticizers
|
|
Advanced Materials
|
|
Chemical Intermediates
|
|
Other Segments
|
|
Total
|
||||||||||||
Balance at December 31, 2015
|
$
|
1,865
|
|
|
$
|
111
|
|
|
$
|
1,293
|
|
|
$
|
1,239
|
|
|
$
|
10
|
|
|
$
|
4,518
|
|
Adjustments to net goodwill resulting from reorganization
|
583
|
|
|
(111
|
)
|
|
—
|
|
|
(472
|
)
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustments
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
2
|
|
||||||
Balance at June 30, 2016
|
$
|
2,449
|
|
|
$
|
—
|
|
|
$
|
1,290
|
|
|
$
|
771
|
|
|
$
|
10
|
|
|
$
|
4,520
|
|
4.
|
EQUITY INVESTMENTS
|
5.
|
PAYABLES AND OTHER CURRENT LIABILITIES
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Trade creditors
|
$
|
610
|
|
|
$
|
699
|
|
Derivative hedging liability
|
206
|
|
|
218
|
|
||
Accrued payrolls, vacation, and variable-incentive compensation
|
172
|
|
|
227
|
|
||
Post-employment obligations
|
96
|
|
|
120
|
|
||
Other
|
383
|
|
|
361
|
|
||
Total payables and other current liabilities
|
$
|
1,467
|
|
|
$
|
1,625
|
|
6.
|
PROVISION FOR INCOME TAXES
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Provision for income taxes
|
$
|
67
|
|
|
$
|
104
|
|
|
$
|
139
|
|
|
$
|
188
|
|
Effective tax rate
|
21
|
%
|
|
26
|
%
|
|
22
|
%
|
|
29
|
%
|
7.
|
BORROWINGS
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Borrowings consisted of:
|
|
|
|
||||
2.4% notes due June 2017
|
$
|
499
|
|
|
$
|
998
|
|
6.30% notes due November 2018
|
165
|
|
|
166
|
|
||
5.5% notes due November 2019
|
249
|
|
|
249
|
|
||
2.7% notes due January 2020
|
795
|
|
|
794
|
|
||
4.5% notes due January 2021
|
249
|
|
|
249
|
|
||
3.6% notes due August 2022
|
892
|
|
|
896
|
|
||
1.50% notes due May 2023
|
604
|
|
|
—
|
|
||
7 1/4% debentures due January 2024
|
244
|
|
|
244
|
|
||
7 5/8% debentures due June 2024
|
54
|
|
|
54
|
|
||
3.8% notes due March 2025
|
793
|
|
|
791
|
|
||
7.60% debentures due February 2027
|
222
|
|
|
222
|
|
||
4.8% notes due September 2042
|
492
|
|
|
492
|
|
||
4.65% notes due October 2044
|
870
|
|
|
869
|
|
||
Credit facilities borrowings
|
450
|
|
|
550
|
|
||
Commercial paper borrowings
|
222
|
|
|
430
|
|
||
Capital leases
|
4
|
|
|
4
|
|
||
Total borrowings
|
6,804
|
|
|
7,008
|
|
||
Borrowings due within one year
|
722
|
|
|
431
|
|
||
Long-term borrowings
|
$
|
6,082
|
|
|
$
|
6,577
|
|
|
|
|
|
Fair Value Measurements at June 30, 2016
|
||||||||||||||||
(Dollars in millions)
|
|
Recorded Amount
June 30, 2016 |
|
Total Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
Long-term borrowings
|
|
$
|
6,082
|
|
|
$
|
6,569
|
|
|
$
|
6,116
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||||
(Dollars in millions)
|
|
Recorded Amount
December 31, 2015 |
|
Total Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
Long-term borrowings
|
|
$
|
6,577
|
|
|
$
|
6,647
|
|
|
$
|
6,094
|
|
|
$
|
553
|
|
|
$
|
—
|
|
8.
|
DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS
|
(Dollars in millions)
|
|
Statement of Financial Position Location
|
|
Fair Value Measurement
|
||||||
Derivative Assets
|
|
|
June 30, 2016
|
|
December 31, 2015
|
|||||
Interest rate swap
|
|
Other noncurrent assets
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
Second Quarter
|
||||||||
(Dollars in millions)
|
|
Consolidated Statement of Earnings Location of Gain/(Loss) Recognized in Income on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income on Derivatives
|
||||||
Derivatives' Fair Value Hedging Relationships
|
|
|
2016
|
|
2015
|
|||||
Interest rate swaps
|
|
Net interest expense
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
First Six Months
|
||||||||
(Dollars in millions)
|
|
Consolidated Statement of Earnings Location of Gain/(Loss) Recognized in Income on Derivatives
|
|
Amount of Gain/ (Loss) Recognized in Income on Derivatives
|
||||||
Derivatives' Fair Value Hedging Relationships
|
|
|
2016
|
|
2015
|
|||||
Interest rate swaps
|
|
Net interest expense
|
|
$
|
7
|
|
|
$
|
7
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
|
Foreign Exchange Forward and Option Contracts (in millions):
|
|
|
|
|
|
|
EUR/USD (in EUR)
|
|
€498
|
|
€618
|
|
EUR/USD (in approximate USD equivalent)
|
|
$552
|
|
$689
|
|
JPY/USD (in JPY)
|
|
¥1,800
|
|
¥2,400
|
|
JPY/USD (in approximate USD equivalent)
|
|
$17
|
|
$20
|
Commodity Forward and Collar Contracts:
|
|
|
|
|
|
|
Feedstock (in million barrels)
|
|
16
|
|
22
|
|
Energy (in million million British thermal units)
|
|
30
|
|
32
|
Interest rate swaps for the future issuance of debt (in millions)
|
|
$500
|
|
$500
|
(Dollars in millions)
|
|
|
|
Fair Value Measurements Significant Other Observable Inputs
|
||||||
Derivative Assets
|
|
Statement of Financial Position Location
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Commodity contracts
|
|
Other current assets
|
|
$
|
2
|
|
|
$
|
—
|
|
Commodity contracts
|
|
Other noncurrent assets
|
|
2
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Other current assets
|
|
49
|
|
|
65
|
|
||
Foreign exchange contracts
|
|
Other noncurrent assets
|
|
55
|
|
|
79
|
|
||
|
|
|
|
$
|
108
|
|
|
$
|
144
|
|
(Dollars in millions)
|
|
|
|
Fair Value Measurements Significant Other Observable Inputs
|
||||||
Derivative Liabilities
|
|
Statement of Financial Position Location
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Commodity contracts
|
|
Payables and other current liabilities
|
|
$
|
106
|
|
|
$
|
194
|
|
Commodity contracts
|
|
Other long-term liabilities
|
|
142
|
|
|
242
|
|
||
Forward starting interest rate swap contracts
|
|
Payables and other current liabilities
|
|
78
|
|
|
—
|
|
||
Forward starting interest rate swap contracts
|
|
Other long-term liabilities
|
|
—
|
|
|
30
|
|
||
|
|
|
|
$
|
326
|
|
|
$
|
466
|
|
|
|
Second Quarter
|
||||||||||||||||
(Dollars in millions)
|
|
Change in amount after tax of gain/(loss) recognized in Other Comprehensive Income on derivatives (effective portion)
|
|
Location of gain/(loss) reclassified from Accumulated Other Comprehensive Income into income (effective portion)
|
|
Pre-tax amount of gain/(loss) reclassified from Accumulated Other Comprehensive Income into income (effective portion)
|
||||||||||||
Derivatives' Cash Flow Hedging Relationships
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
Commodity contracts
|
|
$
|
79
|
|
|
$
|
22
|
|
|
Sales
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
|
|
|
Cost of Sales
|
|
(65
|
)
|
|
(62
|
)
|
||||||
Foreign exchange contracts
|
|
1
|
|
|
(28
|
)
|
|
Sales
|
|
15
|
|
|
22
|
|
||||
Forward starting interest rate swap contracts
|
|
(9
|
)
|
|
15
|
|
|
Net interest expense
|
|
(2
|
)
|
|
(2
|
)
|
||||
|
|
$
|
71
|
|
|
$
|
9
|
|
|
|
|
$
|
(52
|
)
|
|
$
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
First Six Months
|
||||||||||||||||
(Dollars in millions)
|
|
Change in amount after tax of gain/(loss) recognized in Other Comprehensive Income on derivatives (effective portion)
|
|
Location of gain/(loss) reclassified from Accumulated Other Comprehensive Income into income (effective portion)
|
|
Pre-tax amount of gain/(loss) reclassified from Accumulated Other Comprehensive Income into income (effective portion)
|
||||||||||||
Derivatives' Cash Flow Hedging Relationships
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
Commodity contracts
|
|
$
|
109
|
|
|
$
|
27
|
|
|
Sales
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
|
|
|
|
Cost of sales
|
|
(85
|
)
|
|
(78
|
)
|
||||||
Foreign exchange contracts
|
|
(25
|
)
|
|
27
|
|
|
Sales
|
|
30
|
|
|
43
|
|
||||
Forward starting interest rate swap contracts
|
|
(27
|
)
|
|
7
|
|
|
Net interest expense
|
|
(4
|
)
|
|
(4
|
)
|
||||
|
|
$
|
57
|
|
|
$
|
61
|
|
|
|
|
$
|
(59
|
)
|
|
$
|
(36
|
)
|
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in unrealized gain in other comprehensive income
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
(Dollars in millions)
|
|
|
|
Fair Value Measurements at June 30, 2016
|
||||||||||||
Description
|
|
June 30, 2016
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Derivative Assets
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
110
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
(326
|
)
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
||||
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
(Dollars in millions)
|
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||
Description
|
|
December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Derivative Assets
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
(466
|
)
|
|
—
|
|
|
(466
|
)
|
|
—
|
|
||||
|
|
$
|
(322
|
)
|
|
$
|
—
|
|
|
$
|
(322
|
)
|
|
$
|
—
|
|
9.
|
RETIREMENT PLANS
|
|
Second Quarter
|
||||||||||||||||||||||
|
Pension Plans
|
|
Other Postretirement Benefit Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
(Dollars in millions)
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
|
|
|
||||||||||||
Components of net periodic benefit (credit) cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
10
|
|
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
19
|
|
|
6
|
|
|
22
|
|
|
7
|
|
|
7
|
|
|
10
|
|
||||||
Expected return on assets
|
(34
|
)
|
|
(8
|
)
|
|
(37
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Curtailment gain
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
|
(6
|
)
|
||||||
Mark-to-market pension and other postretirement benefits loss
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit (credit) cost
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
First Six Months
|
||||||||||||||||||||||
|
Pension Plans
|
|
Other Postretirement Benefit Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
(Dollars in millions)
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
|
|
|
||||||||||||
Components of net periodic benefit (credit) cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
20
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
8
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost
|
37
|
|
|
12
|
|
|
44
|
|
|
13
|
|
|
14
|
|
|
20
|
|
||||||
Expected return on assets
|
(68
|
)
|
|
(16
|
)
|
|
(73
|
)
|
|
(19
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Curtailment gain
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit, net
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
(12
|
)
|
||||||
Mark-to-market pension and other postretirement benefits loss
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit (credit) cost
|
$
|
(13
|
)
|
|
$
|
2
|
|
|
$
|
(12
|
)
|
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
|
$
|
9
|
|
(1)
|
Gain
in the Fibers segment due to the closure of the Workington, UK acetate tow manufacturing site
.
|
(2)
|
Mark-to-market
loss due to the interim remeasurement of the Workington, UK pension plan, triggered by the closure of the site included in Other in
Note 18, "Segment Information"
.
|
10.
|
COMMITMENTS
|
11.
|
ENVIRONMENTAL MATTERS AND ASSET RETIREMENT OBLIGATIONS
|
(Dollars in millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Environmental contingent liabilities, current
|
$
|
30
|
|
|
$
|
35
|
|
Environmental contingent liabilities, long-term
|
302
|
|
|
301
|
|
||
Total
|
$
|
332
|
|
|
$
|
336
|
|
(Dollars in millions)
|
Environmental Remediation Liabilities
|
||
Balance at December 31, 2015
|
$
|
308
|
|
Changes in estimates recognized in earnings and other
|
9
|
|
|
Cash reductions
|
(13
|
)
|
|
Balance at June 30, 2016
|
$
|
304
|
|
12.
|
LEGAL MATTERS
|
13.
|
STOCKHOLDERS' EQUITY
|
(Dollars in millions)
|
Common Stock at Par Value
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock at Cost
|
|
Total Stockholders' Equity Attributed to Eastman
|
|
Noncontrolling Interest
|
|
Total Stockholders' Equity
|
||||||||||||||||
Balance at December 31, 2015
|
$
|
2
|
|
|
$
|
1,863
|
|
|
$
|
5,146
|
|
|
$
|
(390
|
)
|
|
$
|
(2,680
|
)
|
|
$
|
3,941
|
|
|
$
|
80
|
|
|
$
|
4,021
|
|
Net Earnings
|
—
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|
2
|
|
|
508
|
|
||||||||
Cash Dividends Declared
(1)
($0.92 per share)
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|
(135
|
)
|
||||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
||||||||
Share-Based Compensation Expense
(2)
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||||
Stock Option Exercises
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||||
Other
(3)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||||||
Share Repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||||
Distributions to Noncontrolling Interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||||
Balance at June 30, 2016
|
$
|
2
|
|
|
$
|
1,892
|
|
|
$
|
5,517
|
|
|
$
|
(311
|
)
|
|
$
|
(2,725
|
)
|
|
$
|
4,375
|
|
|
$
|
78
|
|
|
$
|
4,453
|
|
(1)
|
Includes cash dividends paid and dividends declared, but unpaid.
|
(2)
|
Fair value of share-based awards.
|
(3)
|
Paid in capital includes tax benefits/charges relating to the differences between the amounts deductible for federal income taxes over the amounts charged to income for book value purposes and other items. Equity attributable to noncontrolling interest includes adjustments for currency revaluation.
|
(Dollars in millions)
|
Cumulative Translation Adjustment
|
|
Benefit Plans Unrecognized Prior Service Credits
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
|
Unrealized Losses on Investments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance at December 31, 2014
|
$
|
(68
|
)
|
|
$
|
61
|
|
|
$
|
(269
|
)
|
|
$
|
(1
|
)
|
|
$
|
(277
|
)
|
Period change
|
(216
|
)
|
|
68
|
|
|
35
|
|
|
—
|
|
|
(113
|
)
|
|||||
Balance at December 31, 2015
|
(284
|
)
|
|
129
|
|
|
(234
|
)
|
|
(1
|
)
|
|
(390
|
)
|
|||||
Period change
|
36
|
|
|
(14
|
)
|
|
57
|
|
|
—
|
|
|
79
|
|
|||||
Balance at June 30, 2016
|
$
|
(248
|
)
|
|
$
|
115
|
|
|
$
|
(177
|
)
|
|
$
|
(1
|
)
|
|
$
|
(311
|
)
|
|
Second Quarter
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions)
|
Before Tax
|
|
Net of Tax
|
|
Before Tax
|
|
Net of Tax
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Change in cumulative translation adjustment
|
$
|
(70
|
)
|
|
$
|
(70
|
)
|
|
$
|
76
|
|
|
$
|
76
|
|
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|||||||
Amortization of unrecognized prior service credits included in net periodic costs
(1)
|
(11
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|
(7
|
)
|
||||
Derivatives and hedging:
(2)
|
|
|
|
|
|
|
|
|
|||||||
Unrealized gain (loss) during period
|
62
|
|
|
38
|
|
|
(26
|
)
|
|
(16
|
)
|
||||
Reclassification adjustment for losses included in net income, net
|
53
|
|
|
33
|
|
|
40
|
|
|
25
|
|
||||
Total other comprehensive income (loss)
|
$
|
34
|
|
|
$
|
(6
|
)
|
|
$
|
80
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
||||||||
|
First Six Months
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions)
|
Before Tax
|
|
Net of Tax
|
|
Before Tax
|
|
Net of Tax
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Change in cumulative translation adjustment
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
(136
|
)
|
|
$
|
(136
|
)
|
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|||||||
Amortization of unrecognized prior service credits included in net periodic costs
(1)
|
(22
|
)
|
|
(14
|
)
|
|
(17
|
)
|
|
(11
|
)
|
||||
Derivatives and hedging:
(2)
|
|
|
|
|
|
|
|
|
|||||||
Unrealized gain during period
|
32
|
|
|
20
|
|
|
63
|
|
|
39
|
|
||||
Reclassification adjustment for losses included in net income, net
|
60
|
|
|
37
|
|
|
35
|
|
|
22
|
|
||||
Total other comprehensive income (loss)
|
$
|
106
|
|
|
$
|
79
|
|
|
$
|
(55
|
)
|
|
$
|
(86
|
)
|
(1)
|
Included in the calculation of net periodic benefit costs for pension and other postretirement benefit plans. See
Note 9, "Retirement Plans"
.
|
(2)
|
For additional information regarding the impact of reclassifications into earnings, refer to
Note 8, "Derivative and Non-Derivative Financial Instruments"
.
|
14.
|
EARNINGS AND DIVIDENDS PER SHARE
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Earnings attributable to Eastman:
|
|
|
|
|
|
|
|
||||||||
Earnings, net of tax
|
$
|
255
|
|
|
$
|
297
|
|
|
$
|
506
|
|
|
$
|
468
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used for basic EPS
|
147.8
|
|
|
148.6
|
|
|
147.8
|
|
|
148.6
|
|
||||
Dilutive effect of stock options and other awards
|
1.1
|
|
|
1.2
|
|
|
1.1
|
|
|
1.2
|
|
||||
Weighted average shares used for diluted EPS
|
148.9
|
|
|
149.8
|
|
|
148.9
|
|
|
149.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EPS
(1)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.73
|
|
|
$
|
2.00
|
|
|
$
|
3.43
|
|
|
$
|
3.15
|
|
Diluted
|
$
|
1.71
|
|
|
$
|
1.98
|
|
|
$
|
3.40
|
|
|
$
|
3.12
|
|
(1)
|
Earnings per share are calculated using whole dollars and shares.
|
15.
|
ASSET IMPAIRMENTS AND RESTRUCTURING
|
(Dollars in millions)
|
Balance at January 1, 2016
|
|
Provision/ Adjustments
|
|
Non-cash Reductions
|
|
Cash Reductions
|
|
Balance at June 30, 2016
|
||||||||||
Non-cash charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance costs
|
55
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
34
|
|
|||||
Site closure and restructuring costs
|
11
|
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
9
|
|
|||||
Total
|
$
|
66
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
(22
|
)
|
|
$
|
43
|
|
(Dollars in millions)
|
Balance at January 1, 2015
|
|
Provision/ Adjustments
|
|
Non-cash Reductions
|
|
Cash Reductions
|
|
Balance at December 31, 2015
|
||||||||||
Non-cash charges
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
(107
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance costs
|
13
|
|
|
67
|
|
|
1
|
|
|
(26
|
)
|
|
55
|
|
|||||
Site closure and restructuring costs
|
15
|
|
|
9
|
|
|
3
|
|
|
(16
|
)
|
|
11
|
|
|||||
Total
|
$
|
28
|
|
|
$
|
183
|
|
|
$
|
(103
|
)
|
|
$
|
(42
|
)
|
|
$
|
66
|
|
16.
|
SHARE-BASED COMPENSATION AWARDS
|
17.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
(Dollars in millions)
|
First Six Months
|
||||||
|
2016
|
|
2015
|
||||
Other current assets
|
$
|
(13
|
)
|
|
$
|
15
|
|
Other noncurrent assets
|
14
|
|
|
48
|
|
||
Payables and other current liabilities
|
40
|
|
|
139
|
|
||
Long-term liabilities and equity
|
(42
|
)
|
|
(107
|
)
|
||
Total
|
$
|
(1
|
)
|
|
$
|
95
|
|
18.
|
SEGMENT INFORMATION
|
|
Second Quarter
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Sales
|
|
|
|
||||
Additives & Functional Products
|
$
|
770
|
|
|
$
|
830
|
|
Advanced Materials
|
646
|
|
|
647
|
|
||
Chemical Intermediates
|
633
|
|
|
745
|
|
||
Fibers
|
234
|
|
|
299
|
|
||
Total Sales by Segment
|
2,283
|
|
|
2,521
|
|
||
Other
|
14
|
|
|
12
|
|
||
Total Sales
|
$
|
2,297
|
|
|
$
|
2,533
|
|
|
|
|
|
||||
|
First Six Months
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Sales
|
|
|
|
||||
Additives & Functional Products
|
$
|
1,507
|
|
|
$
|
1,634
|
|
Advanced Materials
|
1,235
|
|
|
1,208
|
|
||
Chemical Intermediates
|
1,253
|
|
|
1,527
|
|
||
Fibers
|
514
|
|
|
583
|
|
||
Total Sales by Segment
|
4,509
|
|
|
4,952
|
|
||
Other
|
24
|
|
|
24
|
|
||
Total Sales
|
$
|
4,533
|
|
|
$
|
4,976
|
|
|
Second Quarter
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Operating Earnings (Loss)
|
|
|
|
||||
Additives & Functional Products
|
$
|
168
|
|
|
$
|
178
|
|
Advanced Materials
|
132
|
|
|
135
|
|
||
Chemical Intermediates
|
15
|
|
|
87
|
|
||
Fibers
|
72
|
|
|
93
|
|
||
Total Operating Earnings by Segment
|
387
|
|
|
493
|
|
||
Other
|
|
|
|
|
|
||
Growth initiatives and businesses not allocated to segments
|
(24
|
)
|
|
(22
|
)
|
||
Pension and other postretirement benefits income, net not allocated to operating segments
|
13
|
|
|
8
|
|
||
Acquisition integration, transaction, and restructuring costs
|
—
|
|
|
(10
|
)
|
||
Total Operating Earnings
|
$
|
376
|
|
|
$
|
469
|
|
|
|
|
|
||||
|
|
|
|
||||
|
First Six Months
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Operating Earnings (Loss)
|
|
|
|
||||
Additives & Functional Products
|
$
|
321
|
|
|
$
|
335
|
|
Advanced Materials
|
240
|
|
|
203
|
|
||
Chemical Intermediates
|
82
|
|
|
205
|
|
||
Fibers
|
158
|
|
|
86
|
|
||
Total Operating Earnings by Segment
|
801
|
|
|
829
|
|
||
Other
|
|
|
|
||||
Growth initiatives and businesses not allocated to segments
|
(42
|
)
|
|
(48
|
)
|
||
Pension and other postretirement benefit income, net not allocated to operating segments
|
25
|
|
|
17
|
|
||
Acquisition integration, transaction, and restructuring costs
|
(9
|
)
|
|
(18
|
)
|
||
Total Operating Earnings
|
$
|
775
|
|
|
$
|
780
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Assets by Segment
(1)
|
|
|
|
||||
Additives & Functional Products
|
$
|
6,394
|
|
|
$
|
6,370
|
|
Advanced Materials
|
4,315
|
|
|
4,227
|
|
||
Chemical Intermediates
|
3,118
|
|
|
2,930
|
|
||
Fibers
|
765
|
|
|
969
|
|
||
Total Assets by Segment
|
14,592
|
|
|
14,496
|
|
||
Corporate Assets
|
990
|
|
|
1,084
|
|
||
Total Assets
|
$
|
15,582
|
|
|
$
|
15,580
|
|
(1)
|
The chief operating decision maker holds segment management accountable for accounts receivable, inventory, fixed assets, goodwill, and intangible assets.
|
19.
|
RECENTLY ISSUED ACCOUNTING STANDARDS
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Asset impairments and restructuring (gains) charges, net, of which asset impairments are non-cash transactions impacting profitability;
|
•
|
Acquisition integration and transaction costs;
|
•
|
Costs resulting from the sale of acquired inventories at fair value, net of the last-in, first-out ("LIFO") impact for certain of these inventories (as required by purchase accounting, these inventories were marked to fair value);
|
•
|
MTM pension and other postretirement benefit plans loss due to an interim remeasurement of the Workington, UK pension plan obligation triggered by the closure of the Workington, UK acetate tow manufacturing site;
|
•
|
Early debt extinguishment costs resulting from repayment of
$500 million
of the
2.4% notes due June 2017
;
|
•
|
Cost to Company of disposition of claims against operations that were discontinued by Solutia, Inc., ("Solutia") prior to the Company's acquisition of Solutia in 2012; and
|
•
|
Gain from the sale of the Company's
50 percent
interest in the Primester joint venture.
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Non-core items impacting operating earnings:
|
|
|
|
|
|
|
|
||||||||
Asset impairments and restructuring (gains) charges, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
109
|
|
Acquisition integration and transaction costs
|
—
|
|
|
9
|
|
|
9
|
|
|
17
|
|
||||
Additional costs of acquired inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Mark-to-market pension and other postretirement benefits loss
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Non-core items impacting earnings before income taxes:
|
|
|
|
|
|
|
|
||||||||
Early debt extinguishment costs
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Cost of disposition of claims against discontinued Solutia operations
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Gain from sale of equity investment in Primester joint venture
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
•
|
Gross profit,
|
•
|
Selling, general and administrative ("SG&A") expenses,
|
•
|
Operating earnings,
|
•
|
Other income, net
,
|
•
|
Net earnings, and
|
•
|
Diluted earnings per share.
|
|
Second Quarter
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions, except diluted EPS)
|
$
|
|
EPS
|
|
$
|
|
EPS
|
||||||||
Net earnings
|
$
|
255
|
|
|
$
|
1.71
|
|
|
$
|
297
|
|
|
$
|
1.98
|
|
Total non-core items, net of tax
|
(5
|
)
|
|
(0.03
|
)
|
|
3
|
|
|
0.03
|
|
||||
Net earnings excluding non-core items
|
$
|
250
|
|
|
$
|
1.68
|
|
|
$
|
300
|
|
|
$
|
2.01
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
First Six Months
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions, except diluted EPS)
|
$
|
|
EPS
|
|
$
|
|
EPS
|
||||||||
Net earnings
|
$
|
506
|
|
|
$
|
3.40
|
|
|
$
|
468
|
|
|
$
|
3.12
|
|
Total non-core items, net of tax
|
(1
|
)
|
|
(0.01
|
)
|
|
108
|
|
|
0.73
|
|
||||
Net earnings excluding non-core items
|
$
|
505
|
|
|
$
|
3.39
|
|
|
$
|
576
|
|
|
$
|
3.85
|
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Sales
|
$
|
2,297
|
|
|
$
|
2,533
|
|
|
$
|
(236
|
)
|
|
(9
|
)%
|
|
$
|
4,533
|
|
|
$
|
4,976
|
|
|
$
|
(443
|
)
|
|
(9
|
)%
|
Volume / product mix effect
|
|
|
|
|
(33
|
)
|
|
(1
|
)%
|
|
|
|
|
|
10
|
|
|
—
|
%
|
||||||||||
Price effect
|
|
|
|
|
(207
|
)
|
|
(8
|
)%
|
|
|
|
|
|
(433
|
)
|
|
(9
|
)%
|
||||||||||
Exchange rate effect
|
|
|
|
|
4
|
|
|
—
|
%
|
|
|
|
|
|
(20
|
)
|
|
—
|
%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
Gross Profit
|
$
|
605
|
|
|
$
|
720
|
|
|
(16
|
)%
|
|
$
|
1,239
|
|
|
$
|
1,376
|
|
|
(10
|
)%
|
Additional costs of acquired inventories
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
7
|
|
|
|
||||||
Mark-to-market pension and other postretirement benefits loss
|
—
|
|
|
2
|
|
|
|
|
—
|
|
|
2
|
|
|
|
|
|||||
Gross Profit excluding non-core items
|
$
|
605
|
|
|
$
|
722
|
|
|
(16
|
)%
|
|
$
|
1,239
|
|
|
$
|
1,385
|
|
|
(11
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
Selling, General and Administrative Expenses
|
$
|
174
|
|
|
$
|
194
|
|
|
(10
|
)%
|
|
$
|
357
|
|
|
$
|
374
|
|
|
(5
|
)%
|
Acquisition integration and transaction costs
|
—
|
|
|
(9
|
)
|
|
|
|
|
(9
|
)
|
|
(17
|
)
|
|
|
|
||||
Selling, General and Administrative Expenses excluding non-core items
|
$
|
174
|
|
|
$
|
185
|
|
|
(6
|
)%
|
|
$
|
348
|
|
|
$
|
357
|
|
|
(3
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
Research and Development Expenses
|
$
|
55
|
|
|
$
|
57
|
|
|
(4
|
)%
|
|
$
|
109
|
|
|
$
|
113
|
|
|
(4
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
Operating earnings
|
$
|
376
|
|
|
$
|
469
|
|
|
(20
|
)%
|
|
$
|
775
|
|
|
$
|
780
|
|
|
(1
|
)%
|
Asset impairments and restructuring (gains) charges, net
|
—
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
109
|
|
|
|
||||||
Acquisition integration and transaction costs
|
—
|
|
|
9
|
|
|
|
|
9
|
|
|
17
|
|
|
|
||||||
Additional costs of acquired inventories
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
7
|
|
|
|
||||||
Mark-to-market pension and other postretirement benefits loss
|
—
|
|
|
2
|
|
|
|
|
|
—
|
|
|
2
|
|
|
|
|
||||
Operating earnings excluding non-core items
|
$
|
376
|
|
|
$
|
480
|
|
|
(22
|
)%
|
|
$
|
782
|
|
|
$
|
915
|
|
|
(15
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
Gross interest costs
|
$
|
73
|
|
|
$
|
72
|
|
|
|
|
$
|
146
|
|
|
$
|
144
|
|
|
|
||
Less: Capitalized interest
|
2
|
|
|
2
|
|
|
|
|
5
|
|
|
4
|
|
|
|
||||||
Interest expense
|
71
|
|
|
70
|
|
|
1
|
%
|
|
141
|
|
|
140
|
|
|
1
|
%
|
||||
Less: Interest income
|
8
|
|
|
4
|
|
|
|
|
|
14
|
|
|
8
|
|
|
|
|
||||
Net interest expense
|
$
|
63
|
|
|
$
|
66
|
|
|
(5
|
)%
|
|
$
|
127
|
|
|
$
|
132
|
|
|
(4
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Foreign exchange transaction losses (gains), net
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
14
|
|
|
$
|
(5
|
)
|
(Income) loss from equity investments and other investment (gains) losses, net
|
(4
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(8
|
)
|
||||
Gain from sale of equity investment in Primester joint venture
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||
Other, net
|
(2
|
)
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Other income, net
|
(20
|
)
|
|
—
|
|
|
(8
|
)
|
|
(11
|
)
|
||||
Cost of disposition of claims against discontinued Solutia operations
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Gain from sale of equity investment in Primester joint venture
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Other (income) charges, net excluding non-core items
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(11
|
)
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Provision for income taxes, as reported
|
$
|
67
|
|
|
$
|
104
|
|
|
$
|
139
|
|
|
$
|
188
|
|
Effective tax rate
|
21
|
%
|
|
26
|
%
|
|
22
|
%
|
|
29
|
%
|
|
Second Quarter
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions, except diluted EPS)
|
$
|
|
EPS
|
|
$
|
|
EPS
|
||||||||
Net earnings attributable to Eastman
|
$
|
255
|
|
|
$
|
1.71
|
|
|
$
|
297
|
|
|
$
|
1.98
|
|
Asset impairments and restructuring gains, net of tax
(1)
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(0.02
|
)
|
||||
Acquisition integration and transaction costs, net of tax
|
—
|
|
|
—
|
|
|
6
|
|
|
0.04
|
|
||||
Mark-to-market pension and other post-employment benefits loss, net of tax
|
—
|
|
|
—
|
|
|
1
|
|
|
0.01
|
|
||||
Early debt extinguishment costs, net of tax
|
6
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
||||
Gain from sale of equity investment in Primester joint venture, net of tax
|
(11
|
)
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
||||
Net earnings attributable to Eastman excluding non-core items, net of tax
|
$
|
250
|
|
|
$
|
1.68
|
|
|
$
|
300
|
|
|
$
|
2.01
|
|
(1)
Second quarter 2015 tax adjustment related to Workington, UK acetate tow site closure.
|
|
|
|
|
|||||||||||
|
First Six Months
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(Dollars in millions, except diluted EPS)
|
$
|
|
EPS
|
|
$
|
|
EPS
|
||||||||
Net earnings attributable to Eastman
|
$
|
506
|
|
|
$
|
3.40
|
|
|
$
|
468
|
|
|
$
|
3.12
|
|
Asset impairments and restructuring (gains) charges, net of tax
|
(4
|
)
|
|
(0.03
|
)
|
|
92
|
|
|
0.62
|
|
||||
Acquisition transaction and integration costs, net of tax
|
5
|
|
|
0.03
|
|
|
11
|
|
|
0.07
|
|
||||
Additional costs of acquired inventories, net of tax
|
—
|
|
|
—
|
|
|
4
|
|
|
0.03
|
|
||||
Mark-to-market pension and other post-employment benefits loss, net of tax
|
—
|
|
|
—
|
|
|
1
|
|
|
0.01
|
|
||||
Early debt extinguishment costs, net of tax
|
6
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
||||
Cost of disposition of claims against discontinued Solutia operations, net of tax
|
3
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
||||
Gain from sale of equity investment in Primester joint venture, net of tax
|
(11
|
)
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
||||
Net earnings attributable to Eastman excluding non-core items, net of tax
|
$
|
505
|
|
|
$
|
3.39
|
|
|
$
|
576
|
|
|
$
|
3.85
|
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
770
|
|
|
$
|
830
|
|
|
$
|
(60
|
)
|
|
(7
|
)%
|
|
$
|
1,507
|
|
|
$
|
1,634
|
|
|
$
|
(127
|
)
|
|
(8
|
)%
|
Volume / product mix effect
|
|
|
|
|
2
|
|
|
—
|
%
|
|
|
|
|
|
|
|
13
|
|
|
1
|
%
|
||||||||
Price effect
|
|
|
|
|
(65
|
)
|
|
(8
|
)%
|
|
|
|
|
|
|
|
(133
|
)
|
|
(8
|
)%
|
||||||||
Exchange rate effect
|
|
|
|
|
3
|
|
|
1
|
%
|
|
|
|
|
|
|
|
(7
|
)
|
|
(1
|
)%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating earnings
|
$
|
168
|
|
|
$
|
178
|
|
|
$
|
(10
|
)
|
|
(6
|
)%
|
|
$
|
321
|
|
|
$
|
335
|
|
|
$
|
(14
|
)
|
|
(4
|
)%
|
Asset impairments and restructuring (gains) charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
|
||||||||
Operating earnings excluding non-core item
|
$
|
168
|
|
|
$
|
178
|
|
|
$
|
(10
|
)
|
|
(6
|
)%
|
|
$
|
319
|
|
|
$
|
335
|
|
|
$
|
(16
|
)
|
|
(5
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
646
|
|
|
$
|
647
|
|
|
$
|
(1
|
)
|
|
—
|
%
|
|
$
|
1,235
|
|
|
$
|
1,208
|
|
|
$
|
27
|
|
|
2
|
%
|
Volume / product mix effect
|
|
|
|
|
10
|
|
|
2
|
%
|
|
|
|
|
|
|
|
57
|
|
|
5
|
%
|
||||||||
Price effect
|
|
|
|
|
(12
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
|
(24
|
)
|
|
(2
|
)%
|
||||||||
Exchange rate effect
|
|
|
|
|
1
|
|
|
—
|
%
|
|
|
|
|
|
|
|
(6
|
)
|
|
(1
|
)%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating earnings
|
$
|
132
|
|
|
$
|
135
|
|
|
$
|
(3
|
)
|
|
(2
|
)%
|
|
$
|
240
|
|
|
$
|
203
|
|
|
$
|
37
|
|
|
18
|
%
|
Additional costs of acquired inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
7
|
|
|
(7
|
)
|
|
|
||||||||
Operating earnings excluding non-core item
|
$
|
132
|
|
|
$
|
135
|
|
|
$
|
(3
|
)
|
|
(2
|
)%
|
|
$
|
240
|
|
|
$
|
210
|
|
|
$
|
30
|
|
|
14
|
%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
633
|
|
|
$
|
745
|
|
|
$
|
(112
|
)
|
|
(15
|
)%
|
|
$
|
1,253
|
|
|
$
|
1,527
|
|
|
$
|
(274
|
)
|
|
(18
|
)%
|
Volume / product mix effect
|
|
|
|
|
2
|
|
|
—
|
%
|
|
|
|
|
|
|
|
(24
|
)
|
|
(2
|
)%
|
||||||||
Price effect
|
|
|
|
|
(114
|
)
|
|
(15
|
)%
|
|
|
|
|
|
|
|
(245
|
)
|
|
(16
|
)%
|
||||||||
Exchange rate effect
|
|
|
|
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
(5
|
)
|
|
—
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating earnings
|
$
|
15
|
|
|
$
|
87
|
|
|
$
|
(72
|
)
|
|
(83
|
)%
|
|
$
|
82
|
|
|
$
|
205
|
|
|
$
|
(123
|
)
|
|
(60
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
234
|
|
|
$
|
299
|
|
|
$
|
(65
|
)
|
|
(22
|
)%
|
|
$
|
514
|
|
|
$
|
583
|
|
|
$
|
(69
|
)
|
|
(12
|
)%
|
Volume / product mix effect
|
|
|
|
|
(47
|
)
|
|
(16
|
)%
|
|
|
|
|
|
|
|
(36
|
)
|
|
(6
|
)%
|
||||||||
Price effect
|
|
|
|
|
(17
|
)
|
|
(6
|
)%
|
|
|
|
|
|
|
|
(31
|
)
|
|
(5
|
)%
|
||||||||
Exchange rate effect
|
|
|
|
|
(1
|
)
|
|
—
|
%
|
|
|
|
|
|
|
|
(2
|
)
|
|
(1
|
)%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating earnings
|
$
|
72
|
|
|
$
|
93
|
|
|
$
|
(21
|
)
|
|
(23
|
)%
|
|
$
|
158
|
|
|
$
|
86
|
|
|
$
|
72
|
|
|
84
|
%
|
Asset impairments and restructuring charges (gains), net
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
|
|
—
|
|
|
95
|
|
|
(95
|
)
|
|
|
||||||||
Operating earnings excluding non-core item
|
$
|
72
|
|
|
$
|
91
|
|
|
$
|
(19
|
)
|
|
(21
|
)%
|
|
$
|
158
|
|
|
$
|
181
|
|
|
$
|
(23
|
)
|
|
(13
|
)%
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
24
|
|
|
$
|
24
|
|
|
|
|
|
|
|
|
|
||||||||
Operating loss
|
|
|
|
|
|
|
|
||||||||
Growth initiatives and businesses not allocated to segments
|
(24
|
)
|
|
(22
|
)
|
|
(42
|
)
|
|
(48
|
)
|
||||
Pension and other postretirement benefits income, net not allocated to operating segments
|
13
|
|
|
8
|
|
|
25
|
|
|
17
|
|
||||
Acquisition integration, transaction, and restructuring costs
|
—
|
|
|
(10
|
)
|
|
(9
|
)
|
|
(18
|
)
|
||||
Operating loss before exclusions
|
(11
|
)
|
|
(24
|
)
|
|
(26
|
)
|
|
(49
|
)
|
||||
Acquisition integration and transaction costs
|
—
|
|
|
9
|
|
|
9
|
|
|
17
|
|
||||
Asset impairments and restructuring charges, net
|
—
|
|
|
2
|
|
|
—
|
|
|
14
|
|
||||
Mark-to-market pension and other postretirement benefits loss
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Operating loss excluding non-core items
|
$
|
(11
|
)
|
|
$
|
(11
|
)
|
|
$
|
(17
|
)
|
|
$
|
(16
|
)
|
|
Sales Revenue
|
||||||||||||||||||||||||||
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
Change
|
|||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
$
|
%
|
|
2016
|
|
2015
|
|
$
|
%
|
||||||||||||||
United States and Canada
|
$
|
1,030
|
|
|
$
|
1,142
|
|
|
$
|
(112
|
)
|
(10
|
)%
|
|
$
|
2,036
|
|
|
$
|
2,302
|
|
|
$
|
(266
|
)
|
(12
|
)%
|
Asia Pacific
|
530
|
|
|
624
|
|
|
(94
|
)
|
(15
|
)%
|
|
1,025
|
|
|
1,141
|
|
|
(116
|
)
|
(10
|
)%
|
||||||
Europe, Middle East, and Africa
|
603
|
|
|
625
|
|
|
(22
|
)
|
(4
|
)%
|
|
1,215
|
|
|
1,250
|
|
|
(35
|
)
|
(3
|
)%
|
||||||
Latin America
|
134
|
|
|
142
|
|
|
(8
|
)
|
(6
|
)%
|
|
257
|
|
|
283
|
|
|
(26
|
)
|
(9
|
)%
|
||||||
|
$
|
2,297
|
|
|
$
|
2,533
|
|
|
$
|
(236
|
)
|
(9
|
)%
|
|
$
|
4,533
|
|
|
$
|
4,976
|
|
|
$
|
(443
|
)
|
(9
|
)%
|
|
First Six Months
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Net cash provided by (used in)
|
|
|
|
||||
Operating activities
|
$
|
541
|
|
|
$
|
682
|
|
Investing activities
|
(212
|
)
|
|
(265
|
)
|
||
Financing activities
|
(381
|
)
|
|
(359
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
(4
|
)
|
||
Net change in cash and cash equivalents
|
(53
|
)
|
|
54
|
|
||
Cash and cash equivalents at beginning of period
|
293
|
|
|
214
|
|
||
Cash and cash equivalents at end of period
|
$
|
240
|
|
|
$
|
268
|
|
(Dollars in millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Environmental contingent liabilities, current
|
$
|
30
|
|
|
$
|
35
|
|
Environmental contingent liabilities, long-term
|
302
|
|
|
301
|
|
||
Total
|
$
|
332
|
|
|
$
|
336
|
|
(Dollars in millions)
|
Environmental Remediation Liabilities
|
||
Balance at December 31, 2015
|
$
|
308
|
|
Changes in estimates recognized in earnings and other
|
9
|
|
|
Cash reductions
|
(13
|
)
|
|
Balance at June 30, 2016
|
$
|
304
|
|
•
|
operating results to continue to benefit from organic growth and improved product mix from continued market
|
•
|
cost reduction actions to result in cost savings of approximately $100 million in 2016, and additional cost reduction actions in second half 2016 to result in further cost savings of approximately $100 million in 2017;
|
•
|
acquisition costs and tax synergies;
|
•
|
cash generated by operating activities of approximately $1.6 billion;
|
•
|
capital spending to be between $600 million and $625 million;
|
•
|
priorities for uses of available cash to include payment of the quarterly dividend, repayment of debt, funding targeted growth initiatives, and repurchasing shares; and
|
•
|
the full year effective tax rate on reported earnings before income tax to be between 24 and 25 percent, excluding non-core items.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
Period
|
Total Number
of Shares
Purchased
(1)
|
Average Price Paid Per Share
(2)
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
or Programs
|
Approximate Dollar
Value (in millions) that May Yet Be Purchased Under the Plans or Programs
|
||||||
April 1 - 30, 2016
|
—
|
|
$
|
—
|
|
—
|
|
$
|
627
|
|
May 1 - 31, 2016
|
140,000
|
|
$
|
74.40
|
|
140,000
|
|
$
|
617
|
|
June 1 - 30, 2016
|
204,790
|
|
$
|
71.97
|
|
204,790
|
|
$
|
602
|
|
Total
|
344,790
|
|
$
|
72.96
|
|
344,790
|
|
|
(1)
|
All shares were repurchased under a Company announced repurchase plan.
|
(2)
|
Average price paid per share reflects the weighted average purchase price paid for shares.
|
ITEM 6.
|
EXHIBITS
|
|
|
|
Eastman Chemical Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 3, 2016
|
By:
|
/s/ Curtis E. Espeland
|
|
|
|
Curtis E. Espeland
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Description
|
|
|
|
3.01
|
|
Amended and Restated Certificate of Incorporation of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
|
|
|
3.02
|
|
Amended and Restated Bylaws of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015)
|
|
|
|
4.01
|
|
Form of Eastman Chemical Company common stock certificate as amended February 1, 2001 (incorporated herein by reference to Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001)
|
|
|
|
4.02
|
|
Indenture, dated as of January 10, 1994, between Eastman Chemical Company and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated January 10, 1994)
|
|
|
|
4.03
|
|
Indenture, dated as of June 5, 2012, between Eastman Chemical Company and Wells Fargo Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 5, 2012)
|
|
|
|
4.04
|
|
Form of 7 1/4% Debentures due January 15, 2024 (incorporated herein by reference to Exhibit 4(d) to the Company's Current Report on Form 8-K dated January 10, 1994)
|
|
|
|
4.05
|
|
Officers' Certificate pursuant to Sections 201 and 301 of the Indenture related to 7 5/8% Debentures due 2024 (incorporated herein by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated June 8, 1994)
|
|
|
|
4.06
|
|
Form of 7 5/8% Debentures due June 15, 2024 (incorporated herein by reference to Exhibit 4(b) to the Company's Current Report on Form 8-K dated June 8, 1994)
|
|
|
|
4.07
|
|
Form of 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.08 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)
|
|
|
|
4.08
|
|
Officer's Certificate pursuant to Sections 201 and 301 of the Indenture related to 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.09 to the Company's Annual Report on Form 10-K for the year ended December 31, 2006)
|
|
|
|
4.09
|
|
Form of 5.500% Notes due 2019 (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 2, 2009)
|
|
|
|
4.10
|
|
Form of 6.30% Notes due 2018 (incorporated herein by reference to Exhibit 4.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)
|
|
|
|
4.11
|
|
Form of 4.5% Note due 2021 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 10, 2010)
|
|
|
|
4.12
|
|
Form of 2.4% Note due 2017 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 5, 2012)
|
|
|
|
4.13
|
|
Form of 3.6% Note due 2022 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated June 5, 2012)
|
|
|
|
4.14
|
|
Form of 4.8% Note due 2042 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K dated June 5, 2012)
|
|
|
|
4.15
|
|
Form of 4.65% Note due 2044 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 15, 2014)
|
|
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Description
|
|
|
|
4.16
|
|
Form of 2.70% Note due 2020 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated November 20, 2014)
|
|
|
|
4.17
|
|
Form of 3.80% Note due 2025 (incorporated herein by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
|
|
4.18
|
|
Form of 1.50% Note due 2023 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 26, 2016)
|
|
|
|
10.01 *
|
|
Amended and Restated Non-Recourse Account Receivable Purchase Agreement dated December 21, 2012 (amended March 28, 2013, July 30, 2013, and March 22, 2016)
between BNP Paribas Fortis Factor N.V. and Taminco US LLC
|
|
|
|
10.02 *
|
|
Amended and Restated Non-Recourse Account Receivable Purchase Agreement dated October 31, 2012 (amended March 28, 2013, May 23, 2013, July 30, 2013, December 10, 2013, January 7, 2014, and March 22, 2016) between BNP Paribas Fortis Factor N.V. and Taminco B.V.B.A. (
initial agreement incorporated herein by reference to Exhibit 10.8 to Taminco Corporation Amendment No. 1 to Registration Statement on Form S-1, File No. 333-185244, filed with the SEC January 18, 2013)
|
|
|
|
10.03 *
|
|
Non-Recourse Accounts Receivable Purchase Agreement dated April 25, 2014 (amended May 13, 2014, November 21, 2014, and March 22, 2016) between BNP Paribas Fortis Factor N.V. and Taminco Finland Oy
|
|
|
|
12.01 *
|
|
Statement re: Computation of Ratios of Earnings to Fixed Charges
|
|
|
|
31.01 *
|
|
Rule 13a – 14(a) Certification by Mark J. Costa, Chief Executive Officer, for the quarter ended June 30, 2016
|
|
|
|
31.02 *
|
|
Rule 13a – 14(a) Certification by Curtis E. Espeland, Executive Vice President and Chief Financial Officer, for the quarter ended June 30, 2016
|
|
|
|
32.01 *
|
|
Section 1350 Certification by Mark J. Costa, Chief Executive Officer, for the quarter ended June 30, 2016
|
|
|
|
32.02 *
|
|
Section 1350 Certification by Curtis E. Espeland, Executive Vice President and Chief Financial Officer, for the quarter ended June 30, 2016
|
|
|
|
101.INS *
|
|
XBRL Instance Document
|
|
|
|
101.SCH *
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL *
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.DEF *
|
|
XBRL Definition Linkbase Document
|
|
|
|
101.LAB *
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE *
|
|
XBRL Presentation Linkbase Document
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Earnings before income taxes excluding noncontrolling interest
|
$
|
322
|
|
$
|
401
|
|
$
|
645
|
|
$
|
656
|
|
Add:
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
71
|
|
|
70
|
|
|
141
|
|
|
140
|
|
Appropriate portion of rental expense
(1)
|
|
7
|
|
|
6
|
|
|
15
|
|
|
13
|
|
Amortization of capitalized interest
|
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
Earnings as adjusted
|
$
|
402
|
|
$
|
479
|
|
$
|
804
|
|
$
|
812
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed charges:
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
$
|
71
|
|
$
|
70
|
|
$
|
141
|
|
$
|
140
|
|
Appropriate portion of rental expense
(1)
|
|
7
|
|
|
6
|
|
|
15
|
|
|
13
|
|
Capitalized interest
|
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
Total fixed charges
|
$
|
80
|
|
$
|
78
|
|
$
|
160
|
|
$
|
157
|
|
|
|
|
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
|
5.0x
|
|
|
6.1x
|
|
|
5.0x
|
|
|
5.2x
|
|
(1)
|
For all periods presented, the interest component of rental expense is estimated to equal one-third of such expense.
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Eastman Chemical Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Eastman Chemical Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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