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EMN-20210630_G1.JPG
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended June 30, 2021
  OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ______________ to ______________

Commission file number 1-12626

EASTMAN CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
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)
Registrant's telephone number, including area code: (423) 229-2000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share   EMN New York Stock Exchange
1.50% Notes Due 2023 EMN23 New York Stock Exchange
1.875% Notes Due 2026 EMN26 New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐  No  ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Number of Shares Outstanding at June 30, 2021
Common Stock, par value $0.01 per share 135,782,719
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TABLE OF CONTENTS
ITEM   PAGE
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PART I.  FINANCIAL INFORMATION
1.
 
     
 
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2.
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3.
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4.
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PART II.  OTHER INFORMATION
1.
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1A.
56
2.
56
6.
57

SIGNATURES
 
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FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Quarterly Report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act (Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended). Forward-looking statements are all statements, other than statements of historical fact, that may be made by Eastman Chemical Company ("Eastman" or the "Company") from time to time. In some cases, you can identify forward-looking statements by terminology such as "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "forecasts", "will", "would", and similar expressions or expressions of the negative of these terms. Forward-looking statements may relate to, among other things, such matters as planned and expected capacity increases and utilization; anticipated capital spending; expected depreciation and amortization; environmental matters and opportunities (including potential risks associated with physical impacts of climate change and related voluntary and regulatory carbon requirements); exposure to and effects of hedging raw material and energy prices and costs and foreign currencies exchange and interest rates; disruption or interruption of operations and of raw material or energy supply (including as a result of cyber attacks or other breaches of information security systems); global and regional economic, political, and business conditions; competition; growth opportunities; supply and demand, volume, price, cost, margin and sales; pending and future legal proceedings; earnings, cash flow, dividends, stock repurchases and other expected financial results, events, decisions, and conditions; expectations, strategies, and plans for individual assets and products, businesses, and operating segments, as well as for the whole of Eastman; cash sources and requirements and uses of available cash; financing plans and activities; pension expenses and funding; credit ratings; anticipated and other future restructuring, acquisition, divestiture, and consolidation activities; cost reduction and control efforts and targets; the timing and costs of, benefits from the integration of, and expected business and financial performance of acquired businesses as well as the subsequent impairment assessments of acquired long-lived assets; strategic, technology, and product innovation initiatives and development, production, commercialization and acceptance of new products, services and technologies and related costs; asset, business, and product portfolio changes; and expected tax rates and interest costs.

Forward-looking statements are based upon certain underlying assumptions as of the date such statements were made. Such assumptions are based upon internal estimates and other analyses of current market conditions and trends, management expectations, plans, and strategies, economic conditions, and other factors. Forward-looking statements and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. The known material factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements are identified and discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" in Part I, Item 2 of this Quarterly Report. Other factors, risks or uncertainties of which management is not aware, or presently deems immaterial, could also cause actual results to differ materially from those in the forward-looking statements.

The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. Except as may be required by law, the Company undertakes no obligation to update or alter these forward-looking statements, whether as a result of new information, future events, or otherwise. Investors are advised, however, to consult any further public Company disclosures (such as filings with the Securities and Exchange Commission, Company press releases, or pre-noticed public investor presentations) on related subjects.

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS,
COMPREHENSIVE INCOME AND RETAINED EARNINGS
  Second Quarter First Six Months
(Dollars in millions, except per share amounts) 2021 2020 2021 2020
Sales $ 2,653  $ 1,924  $ 5,062  $ 4,165 
Cost of sales 1,972  1,553  3,783  3,217 
Gross profit 681  371  1,279  948 
Selling, general and administrative expenses 202  155  386  315 
Research and development expenses 63  52  121  113 
Asset impairments and restructuring charges, net 15  141  22  155 
Other components of post-employment (benefit) cost, net (37) (30) (73) (60)
Other (income) charges, net (1) (1) (5) 3 
Loss on business held for sale 495  —  495  — 
Earnings (loss) before interest and taxes (56) 54  333  422 
Net interest expense 51  55  101  107 
Earnings (loss) before income taxes (107) (1) 232  315 
Provision for income taxes 37  (31) 99  25 
Net earnings (loss) (144) 30  133  290 
Less: Net earnings attributable to noncontrolling interest 2  3  5  5 
Net earnings (loss) attributable to Eastman $ (146) $ 27  $ 128  $ 285 
Basic earnings per share attributable to Eastman $ (1.07) $ 0.20  $ 0.94  $ 2.10 
Diluted earnings per share attributable to Eastman $ (1.07) $ 0.20  $ 0.93  $ 2.09 
Comprehensive Income    
Net earnings (loss) including noncontrolling interest $ (144) $ 30  $ 133  $ 290 
Other comprehensive income (loss), net of tax:    
Change in cumulative translation adjustment 9  (14) 11  5 
Defined benefit pension and other postretirement benefit plans:    
Amortization of unrecognized prior service credits (7) (7) (14) (14)
Derivatives and hedging:    
Unrealized gain (loss) during period 4  (3) 29  4 
Reclassification adjustment for (gains) losses included in net income, net 9  12  14  10 
Total other comprehensive income (loss), net of tax 15  (12) 40  5 
Comprehensive income including noncontrolling interest (129) 18  173  295 
Less: Comprehensive income attributable to noncontrolling interest 2  3  5  5 
Comprehensive income (loss) attributable to Eastman $ (131) $ 15  $ 168  $ 290 
Retained Earnings        
Retained earnings at beginning of period $ 8,260  $ 8,133  $ 8,080  $ 7,965 
Net earnings (loss) attributable to Eastman (146) 27  128  285 
Cash dividends declared (94) (89) (188) (179)
Retained earnings at end of period $ 8,020  $ 8,071  $ 8,020  $ 8,071 

The accompanying notes are an integral part of these consolidated financial statements.
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UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
June 30, December 31,
(Dollars in millions, except per share amounts) 2021 2020
Assets
Current assets
Cash and cash equivalents $ 609  $ 564 
Trade receivables, net of allowance for doubtful accounts 1,293  1,033 
Miscellaneous receivables 447  482 
Inventories 1,501  1,379 
Other current assets 95  83 
Assets held for sale 793  — 
Total current assets 4,738  3,541 
Properties
Properties and equipment at cost 13,079  13,531 
Less: Accumulated depreciation 7,898  7,982 
Net properties 5,181  5,549 
Goodwill 4,053  4,465 
Intangible assets, net of accumulated amortization 1,390  1,792 
Other noncurrent assets 736  736 
Total assets $ 16,098  $ 16,083 
Liabilities and Stockholders' Equity
Current liabilities
Payables and other current liabilities $ 1,873  $ 1,689 
Borrowings due within one year 325  349 
Liabilities held for sale 97  — 
Total current liabilities 2,295  2,038 
Long-term borrowings 5,223  5,269 
Deferred income tax liabilities 831  848 
Post-employment obligations 1,051  1,143 
Other long-term liabilities 670  677 
Total liabilities 10,070  9,975 
Stockholders' equity
Common stock ($0.01 par value – 350,000,000 shares authorized; shares issued – 221,750,746 and 220,641,506 for 2021 and 2020, respectively) 2  2 
Additional paid-in capital 2,255  2,174 
Retained earnings 8,020  8,080 
Accumulated other comprehensive income (loss) (233) (273)
10,044  9,983 
Less: Treasury stock at cost (85,968,027 shares for 2021 and 84,830,450 shares for 2020) 4,100  3,960 
Total Eastman stockholders' equity 5,944  6,023 
Noncontrolling interest 84  85 
Total equity 6,028  6,108 
Total liabilities and stockholders' equity $ 16,098  $ 16,083 

The accompanying notes are an integral part of these consolidated financial statements.
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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
First Six Months
(Dollars in millions) 2021 2020
Operating activities
Net earnings $ 133  $ 290 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 289  280 
Asset impairment charges 5  145 
Loss on business held for sale 495  — 
Provision for (benefit from) deferred income taxes (28) (20)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
(Increase) decrease in trade receivables (361) 73 
(Increase) decrease in inventories (214) 221 
Increase (decrease) in trade payables 306  (343)
Pension and other postretirement contributions (in excess of) less than expenses (97) (83)
Variable compensation (in excess of) less than expenses 8  (30)
Other items, net 106  74 
Net cash provided by operating activities 642  607 
Investing activities
Additions to properties and equipment (198) (196)
Acquisitions, net of cash acquired (63) — 
Additions to capitalized software (12) (4)
Other items, net (4) (1)
Net cash used in investing activities (277) (201)
Financing activities
Net increase (decrease) in commercial paper and other borrowings (25) 97 
Proceeds from borrowings —  249 
Dividends paid to stockholders (188) (179)
Treasury stock purchases (140) (60)
Proceeds from stock option exercises and other items, net 38  (13)
Net cash (used in) provided by financing activities (315) 94 
Effect of exchange rate changes on cash and cash equivalents (5) — 
Net change in cash and cash equivalents 45  500 
Cash and cash equivalents at beginning of period 564  204 
Cash and cash equivalents at end of period $ 609  $ 704 

The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Eastman Chemical Company ("Eastman" or the "Company") in accordance and consistent with the accounting policies stated in the Company's 2020 Annual Report on Form 10-K, and should be read in conjunction with the consolidated financial statements in Part II, Item 8 of that report, with the exception of recently adopted accounting standards noted below. The December 31, 2020 financial position data included herein was derived from the consolidated financial statements included in the 2020 Annual Report on Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States ("GAAP").

In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary for the fair statement of the interim financial information in conformity with GAAP. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The unaudited consolidated financial statements include assets, liabilities, sales revenue, and expenses of all majority-owned subsidiaries and joint ventures in which a controlling interest is maintained. Eastman accounts for other joint ventures and investments where it exercises significant influence on the equity basis. Intercompany transactions and balances are eliminated in consolidation. Certain prior period data has been reclassified in the unaudited consolidated financial statements and accompanying footnotes to conform to current period presentation.

Recently Adopted Accounting Standards

Accounting Standards Update ("ASU") ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes: On January 1, 2021, Eastman adopted this update which is a part of the Financial Accounting Standards Board's ("FASB") initiative to reduce complexity in accounting standards. Adoption methods varied based on the specific tax items impacted. The adoption of this standard did not have a material impact on the Company's financial statements and related disclosures.

ASU 2020-01 Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815: On January 1, 2021, Eastman prospectively adopted this update which provides clarification that an entity should consider observable transactions that require the application or discontinuance of the equity method of accounting for the purposes of applying the measurement alternative and clarification that certain forward contracts and purchased options to purchase securities that, upon settlement, would be accounted for under the equity method of accounting. The adoption of this standard did not have an impact to the Company's financial statements and related disclosures.

ASU 2021-01 Reference Rate Reform (Topic 848): In January 2021, the FASB issued this update to clarify that certain optional expedients and exceptions under this topic for contract modifications and hedge accounting apply to derivatives instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (the global financial markets transition in contracts, hedging relationships, and other transactions from referencing the London Interbank Offered Rate (LIBOR) and other interbank offered rates to new reference rates). This update was effective immediately upon release. The Company has had no reference rate reform modifications to date; this update will be adopted on a prospective basis in the event of any such modifications.

Accounting Standards Issued But Not Adopted as of June 30, 2021

None applicable to Eastman.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Working Capital Management and Off Balance Sheet Arrangements

The Company has an off balance sheet, uncommitted accounts receivable factoring program under which entire invoices may be sold, without recourse, to third-party financial institutions. Under these agreements, the Company sells the invoices at face value, less a transaction fee, which substantially equals the carrying value and fair value with no gain or loss recognized, and no credit loss exposure is retained. Available capacity under these agreements, which the Company uses as a routine source of working capital funding, is dependent on the level of accounts receivable eligible to be sold and the financial institutions' willingness to purchase such receivables. In addition, certain agreements also require that the Company continue to service, administer, and collect the sold accounts receivable at market rates. The total amounts sold in second quarter 2021 and 2020 were $298 million and $411 million, respectively, and $587 million and $868 million in first six months 2021 and 2020, respectively.

2.BUSINESS HELD FOR SALE

On June 9, 2021, Eastman entered into a definitive agreement to sell rubber additives (including Crystex™ insoluble sulfur and Santoflex™ antidegradants) and other product lines and related assets and technology of the global tire additives business of its Additives & Functional Products ("AFP") segment. The sale does not include the Eastman Impera™ and other performance resins product lines of the tire additives business. The Company will provide certain rubber additives business transition and post-closing services on agreed terms.

The total sale price includes $725 million in cash at closing and an additional amount to be paid based on the performance of the rubber additives business post-closing through 2023. The final purchase price is subject to working capital and other adjustments at closing. The business being sold is not reported as a discontinued operation because the sale will not have a major effect on the Company's operations and financial results.
The sale, subject to regulatory approvals and satisfaction of other customary closing conditions, is expected to be completed in second half 2021. The agreement contains customary representations, warranties, and covenants of both parties including, among other things, that Eastman conduct the rubber additives business in the ordinary course consistent with past practice through the date of closing.

As of the definitive agreement date and until sale, the rubber additives business disposal group is classified as held for sale and was measured at its fair value less costs to sell resulting in a $495 million loss on the business held for sale (including a preliminary estimated total purchase price, anticipated liquidation of cumulative translation adjustment, and certain costs to sell). The fair value loss adjustment on the disposal group is reported as a component of "Assets held for sale" in the Unaudited Consolidated Statements of Financial Position.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The major classes of assets and liabilities of the business classified as held for sale as of June 30, 2021 were as follows:

June 30,
(Dollars in millions) 2021
Assets held for sale
Trade receivables, net of allowance for doubtful accounts $ 98 
Inventories 85 
Other assets 11 
Properties, net of accumulated depreciation 309 
Goodwill 399 
Intangible assets, net of accumulated amortization 381 
Assets held for sale 1,283 
Liabilities held for sale
Payables and other liabilities 48 
Post-employment obligations 32 
Other liabilities 17 
Liabilities held for sale 97 
Disposal group, net $ 1,186 
Long-lived assets and definite-lived intangible assets are not depreciated or amortized while classified as held for sale.

3.INVENTORIES
  June 30, December 31,
(Dollars in millions) 2021 2020
Finished goods $ 945  $ 891 
Work in process 240  203 
Raw materials and supplies 580  511 
Total inventories at FIFO or average cost 1,765  1,605 
Less: LIFO reserve 264  226 
Total inventories $ 1,501  $ 1,379 

Inventories valued on the last-in, first-out ("LIFO") method were approximately 45 percent and 50 percent of total inventories at June 30, 2021 and December 31, 2020, respectively. During 2020, a $13 million LIFO decrement was recognized due to inventory reduction actions, resulting in an increase to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and a decrease to "Inventories" in the Consolidated Statements of Financial Position.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4.PAYABLES AND OTHER CURRENT LIABILITIES
  June 30, December 31,
(Dollars in millions) 2021 2020
Trade creditors $ 1,059  $ 799 
Accrued payroll and variable compensation 188  228 
Accrued taxes 183  178 
Post-employment obligations 94  138 
Other 349  346 
Total payables and other current liabilities $ 1,873  $ 1,689 

"Other" consists primarily of accruals for dividends payable to stockholders, interest payable, the current portion of operating lease liabilities, restructuring reserves, the current portion of environmental liabilities, and other miscellaneous accruals.

5.INCOME TAXES
 
Second Quarter (1)
First Six Months
(Dollars in millions) 2021 2020 2021 2020
$ % $ % $ % $ %
Provision for income taxes and tax rate $ 37  —  $ (31) —  $ 99  44  % $ 25  8  %
(1)The calculated effective tax rates are greater than 100 percent or less than zero percent.

Second quarter and first six months 2021 effective tax rates include a $21 million decrease to the provision for income taxes from the revaluation of deferred tax liabilities as a result of business held for sale classification of certain assets. Second quarter and first six months 2020 effective tax rates included a $19 million decrease to the provision for income taxes as a result of a decrease in unrecognized tax positions and a $7 million decrease to the provision for income taxes related to estimated adjustments to certain prior year tax returns.

At June 30, 2021 and December 31, 2020, Eastman had $256 million and $257 million, respectively, in unrecognized tax benefits. At June 30, 2021, it is expected that, as a result of the resolution of federal, state, and foreign examinations and appeals, and the expiration of various statutes of limitation, the total amounts of unrecognized tax benefits will decrease by $65 million during second half 2021.

Income tax incentives, in the form of tax holidays, have been granted to the Company in certain jurisdictions to attract investment and encourage industrial development. The expiration of these tax holidays varies by country. The tax holidays are conditional on the Company meeting certain requirements, including employment and investment thresholds; determination of compliance with these conditions may be subject to challenge by tax authorities in those jurisdictions. No individual tax holiday had a material impact to the Company's earnings in second quarter or first six months 2021 or 2020.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
6.BORROWINGS
  June 30, December 31,
(Dollars in millions) 2021 2020
Borrowings consisted of:
3.5% notes due December 2021 $ 300  $ 299 
3.6% notes due August 2022 745  744 
1.50% notes due May 2023 (1)
890  919 
7 1/4% debentures due January 2024 198  198 
7 5/8% debentures due June 2024 43  43 
3.8% notes due March 2025 699  701 
1.875% notes due November 2026 (1)
590  609 
7.60% debentures due February 2027 195  195 
4.5% notes due December 2028 494  493 
4.8% notes due September 2042 494  493 
4.65% notes due October 2044 875  874 
Commercial paper and short-term borrowings 25  50 
Total borrowings 5,548  5,618 
Borrowings due within one year 325  349 
Long-term borrowings $ 5,223  $ 5,269 
(1)The carrying value of the euro-denominated 1.50% notes due May 2023 and 1.875% notes due November 2026 will fluctuate with changes in the euro exchange rate. The carrying value of these euro-denominated borrowings have been designated as non-derivative net investment hedges of a portion of the Company's net investments in euro functional-currency denominated subsidiaries to offset foreign currency fluctuations.

Credit Facility and Commercial Paper Borrowings

The Company has access to a $1.50 billion revolving credit agreement (the "Credit Facility") expiring October 2023. Borrowings under the Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused commitment. The Credit Facility provides available liquidity for general corporate purposes and supports commercial paper borrowings. Commercial paper borrowings are classified as short-term. At June 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Credit Facility. At June 30, 2021, the Company's commercial paper borrowings were $25 million with a weighted average interest rate of 0.15 percent. At December 31, 2020, the Company's commercial paper borrowings were $50 million with a weighted average interest rate of 0.25 percent.

The Credit Facility contains customary covenants, including requirements to maintain certain financial ratios, that determine the events of default, amounts available, and terms of borrowings. In second quarter 2020, the Company amended the Credit Facility maximum debt covenants to reflect the higher cash balance to enhance liquidity due to, and the expected negative impact on operating results of, the COVID-19 coronavirus global pandemic ("COVID-19") and added a new restrictive covenant prohibiting stock repurchases until June 30, 2021 in the event certain financial ratios are exceeded. The Company was in compliance with all applicable covenants at both June 30, 2021 and December 31, 2020.

Fair Value of Borrowings

Eastman has classified its total borrowings at June 30, 2021 and December 31, 2020 under the fair value hierarchy as defined in the accounting policies in Note 1, "Significant Accounting Policies", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K. The fair value for fixed-rate debt securities is based on quoted market prices for the same or similar debt instruments and is classified as Level 2. The fair value for the Company's other borrowings, primarily under commercial paper, equals the carrying value and is classified as Level 2. At June 30, 2021 and December 31, 2020, the fair values of total borrowings were $6.242 billion and $6.449 billion, respectively. The Company had no borrowings classified as Level 3 as of June 30, 2021 and December 31, 2020.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
7.DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS

Overview of Hedging Programs

Eastman is exposed to market risks, such as changes in foreign currency exchange rates, commodity prices, and interest rates. To mitigate these market risks and their effects on the cash flows of the underlying transactions and investments in foreign subsidiaries, the Company uses various derivative and non-derivative financial instruments, when appropriate, in accordance with the Company's hedging strategy and policies. Designation is performed on a specific exposure basis to support hedge accounting. The Company does not enter into derivative transactions for speculative purposes.

For further information on hedging programs, see Note 9, "Derivative and Non-Derivative Financial Instruments", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K.

Cash Flow Hedges

Cash flow hedges are derivative instruments designated as and used to hedge the exposure to variability in expected future cash flows that are attributable to a particular risk. The derivative instruments that are designated and qualify as a cash flow hedge are reported on the balance sheet at fair value and the changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the anticipated cash flows of the underlying exposures being hedged. The change in the hedge instrument is reported as a component of Accumulated other comprehensive income (loss) ("AOCI") located in the Unaudited Consolidated Statements of Financial Position and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Cash flows from cash flow hedges are classified as operating activities in the Unaudited Consolidated Statements of Cash Flows.

In first, second, and third quarters 2020, Eastman entered into forward-starting interest rate swaps with a notional amount of $25 million in each period to mitigate the risk of variability in interest rates for an expected long-term debt issuance by August 2022. These swaps were designated as cash flow hedges and will be settled upon debt issuance. The total notional amount of outstanding forward starting swaps as of June 30, 2021 was $75 million.

Fair Value Hedges

Fair value hedges are defined as derivative or non-derivative instruments designated as and used to hedge the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk. The derivative instruments that are designated and qualify as fair value hedges are recognized on the balance sheet at fair value and the changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the anticipated fair value of the underlying exposures being hedged. The net of the change in the hedge instrument and item being hedged for qualifying fair value hedges is recognized in earnings in the same period or periods during which the hedged transaction affects earnings. Cash flows from fair value hedges are classified as operating activities in the Unaudited Consolidated Statements of Cash Flows.

Net Investment Hedges

Net investment hedges are defined as derivative or non-derivative instruments designated as and used to hedge the foreign currency exposure of the net investments in certain foreign operations. The net of the change in the hedge instrument and item being hedged for qualifying net investment hedges is reported as a component of the "Cumulative Translation Adjustment" ("CTA") within AOCI in the Unaudited Consolidated Statements of Financial Position. Cash flows from the CTA component are classified as operating activities in the Unaudited Consolidated Statements of Cash Flows. Recognition in earnings of amounts previously recognized in CTA is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. In the event of a complete or substantially complete liquidation of the net investment, cash flows from net investment hedges are classified as investing activities in the Unaudited Consolidated Statements of Cash Flows.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For derivative cross-currency interest rate swap net investment hedges, gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in CTA within AOCI and recognized in earnings through the periodic swap interest accruals. The cross-currency interest rate swaps designated as net investment hedges are included as part of "Other long-term liabilities", "Other noncurrent assets", "Payables and other current liabilities", or "Other current assets" within the Unaudited Consolidated Statements of Financial Position. Cash flows from excluded components are classified as operating activities in the Unaudited Consolidated Statements of Cash Flows.

In September 2020, the Company entered into fixed-to-fixed cross-currency swaps and designated these swaps to hedge a portion of its net investment in a euro functional currency denominated subsidiary against foreign currency fluctuations. These contracts involve the exchange of fixed U.S. dollars with fixed euro interest payments periodically over the life of the contracts and an exchange of the notional amounts at maturity. The fixed-to-fixed cross-currency swaps include €152 million ($180 million) maturing December 2028.

Summary of Financial Position and Financial Performance of Hedging Instruments

The following table presents the notional amounts outstanding at June 30, 2021 and December 31, 2020 associated with Eastman's hedging programs.
Notional Outstanding June 30, 2021 December 31, 2020
Derivatives designated as cash flow hedges:
Foreign Exchange Forward and Option Contracts (in millions)
EUR/USD (in EUR) €471 €521
Commodity Forward and Collar Contracts
Feedstock (in million barrels) 1  — 
Energy (in million british thermal units) 10  17 
Interest rate swaps for the future issuance of debt (in millions) $75 $75
Derivatives designated as fair value hedges:
Fixed-for-floating interest rate swaps (in millions) $75 $75
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps (in millions)
EUR/USD (in EUR) €853 €853
Non-derivatives designated as net investment hedges:
Foreign Currency Net Investment Hedges (in millions)
EUR/USD (in EUR) €1,246 €1,245

Fair Value Measurements

All the Company's derivative assets and liabilities are currently classified as Level 2. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs that are derived from or corroborated by observable market data such as interest rate yield curves and currency spot and forward rates. The fair value of commodity contracts is derived using forward curves supplied by an industry recognized and unrelated third party. In addition, on an ongoing basis, the Company tests a subset of its valuations against valuations received from transaction counterparties to validate the accuracy of its standard pricing models. The Company had no derivatives classified as Level 3 as of June 30, 2021 and December 31, 2020. Counterparties to these derivative contracts are highly rated financial institutions which the Company believes carry minimal risk of nonperformance, and the Company diversifies its positions among such counterparties to reduce its exposure to counterparty risk and credit losses. The Company monitors the creditworthiness of its counterparties on an ongoing basis. The Company did not recognize a credit loss during second quarter and first six months 2021 or 2020.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
All the Company's derivative contracts are subject to master netting arrangements, or similar agreements, which provide for the option to settle contracts on a net basis when they settle on the same day and in the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event. The Company does not have any cash collateral due under such agreements.

The Company has elected to present derivative contracts on a gross basis within the Unaudited Consolidated Statements of Financial Position. The following table presents the financial assets and liabilities valued on a recurring and gross basis and includes where the financial assets and liabilities are within the Unaudited Consolidated Statements of Financial Position as of June 30, 2021 and December 31, 2020.

The Financial Position and Fair Value Measurements of Hedging Instruments on a Gross Basis
(Dollars in millions)  
Derivative Type Statements of Financial
Position Classification 		June 30, 2021
Level 2 		December 31, 2020
Level 2
Derivatives designated as cash flow hedges:      
Commodity contracts Other current assets $ 14  $ 1 
Commodity contracts Other noncurrent assets 1  — 
Foreign exchange contracts Other current assets 2  — 
Foreign exchange contracts Other noncurrent assets 2  — 
Forward starting interest rate swap contracts Other noncurrent assets 5  1 
Derivatives designated as fair value hedges:
Fixed-for-floating interest rate swap Other current assets 1  1 
Fixed-for-floating interest rate swap Other noncurrent assets 2  4 
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps Other noncurrent assets 38  40 
Total Derivative Assets $ 65  $ 47 
Derivatives designated as cash flow hedges:
Commodity contracts Payables and other current liabilities $ —  $ 6 
Foreign exchange contracts Payables and other current liabilities 6  21 
Foreign exchange contracts Other long-term liabilities 3  14 
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps Other long-term liabilities 23  51 
Total Derivative Liabilities $ 32  $ 92 
Total Net Derivative Assets (Liabilities)   $ 33  $ (45)

In addition to the fair value associated with derivative instruments designated as cash flow hedges, fair value hedges, and net investment hedges noted in the table above, the Company had non-derivative instruments designated as foreign currency net investment hedges with a carrying value of $1.5 billion at both June 30, 2021 and December 31, 2020, respectively. The designated foreign currency-denominated borrowings are included as part of "Long-term borrowings" within the Unaudited Consolidated Statements of Financial Position.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For additional fair value measurement information, see Note 1, "Significant Accounting Policies", and Note 9, "Derivative and Non-Derivative Financial Instruments", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K.

As of June 30, 2021 and December 31, 2020, the following amounts were included in the Unaudited Consolidated Statements of Financial Position related to cumulative basis adjustments for fair value hedges.
(Dollars in millions) Carrying amount of the hedged liabilities Cumulative amount of fair value hedging loss adjustment included in the carrying amount of the hedged liability
Line item in the Unaudited Consolidated Statements of Financial Position in which the hedged item is included June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020
Long-term borrowings (1)
$ 772  $ 772  $ (1) $ (1)
(1)At June 30, 2021 and December 31, 2020, the cumulative amount of fair value hedging loss adjustment remaining for hedged liabilities for which hedge accounting has been discontinued was $4 million and $5 million, respectively.

The following table presents the effect of the Company's hedging instruments on "Other comprehensive income (loss), net of tax" ("OCI") and financial performance for second quarter and first six months 2021 and 2020.
Change in amount of after tax gain (loss) recognized in OCI on derivatives Pre-tax amount of gain (loss) reclassified from OCI into earnings
(Dollars in millions) Second Quarter First Six Months Second Quarter First Six Months
Hedging Relationships 2021 2020 2021 2020 2021 2020 2021 2020
Derivatives in cash flow hedging relationships:
Commodity contracts $ 14  $ 19  $ 15  $ 10  $ (5) $ (20) $ (5) $ (21)
Foreign exchange contracts —  (12) 22  1  (5) 6  (10) 12 
Forward starting interest rate and treasury lock swap contracts (1) 2  6  3  (3) (3) (5) (5)
Non-derivatives in net investment hedging relationships (pre-tax):
Net investment hedges (19) (30) 50  3  —  —  —  — 
Derivatives in net investment hedging relationships (pre-tax):
Cross-currency interest rate swaps (10) (19) 32  (1) —  —  —  — 
Cross-currency interest rate swaps excluded component 6  (3) (5) 38  —  —  —  — 

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the effect of fair value and cash flow hedge accounting on the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for second quarter 2021 and 2020.
Location and Amount of Gain or (Loss) Recognized in Earnings from Fair Value and Cash Flow Hedging Relationships
Second Quarter
2021 2020
(Dollars in millions) Sales Cost of Sales Net Interest Expense Sales Cost of Sales Net Interest Expense
Total amounts of income and expense line items presented in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in which the effects of fair value or cash flow hedges are recognized $ 2,653  $ 1,972  $ 51  $ 1,924  $ 1,553  $ 55 
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships:
Interest contracts (fixed-for-floating interest rate swaps):
Hedged items 1  1 
Derivatives designated as hedging instruments (1) (1)
Gain or (loss) on cash flow hedging relationships:
Interest contracts (forward starting interest rate and treasury lock swap contracts):
Amount reclassified from AOCI into earnings (3) (3)
Commodity Contracts:
Amount reclassified from AOCI into earnings (5) (20)
Foreign Exchange Contracts:
Amount reclassified from AOCI into earnings (5) 6 


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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the effect of fair value and cash flow hedge accounting on the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for first six months 2021 and 2020.
Location and Amount of Gain or (Loss) Recognized in Earnings from Fair Value and Cash Flow Hedging Relationships
First Six Months
2021 2020
(Dollars in millions) Sales Cost of Sales Net Interest Expense Sales Cost of Sales Net Interest Expense
Total amounts of income and expense line items presented in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in which the effects of fair value or cash flow hedges are recognized $ 5,062  $ 3,783  $ 101  $ 4,165  $ 3,217  $ 107 
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships:
Interest contracts (fixed-for-floating interest rate swaps):
Hedged items 1  1 
Derivatives designated as hedging instruments (1) (1)
Gain or (loss) on cash flow hedging relationships:
Interest contracts (forward starting interest rate and treasury lock swap contracts):
Amount reclassified from AOCI into earnings (5) (5)
Commodity Contracts:
Amount reclassified from AOCI into earnings (5) (21)
Foreign Exchange Contracts:
Amount reclassified from AOCI into earnings (10) 12 

The Company enters into foreign exchange derivatives denominated in multiple currencies which are transacted and settled in the same quarter. These derivatives are not designated as hedges due to the short-term nature and the gains or losses on these derivatives are marked-to-market in line item "Other (income) charges, net" of the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. As a result of these derivatives, the Company recognized a net loss of $5 million during second quarter 2021 and a net gain of $1 million during second quarter 2020, and recognized no gain or loss during first six months 2021 and a net gain of $8 million during first six months 2020.

Pre-tax monetized positions and mark-to-market gains and losses from raw materials and energy, currency, and certain interest rate hedges that were included in AOCI included net losses of $135 million and $270 million at June 30, 2021 and December 31, 2020, respectively. Losses in AOCI decreased between June 30, 2021 and December 31, 2020 primarily as a result of a decrease in foreign currency exchange rates associated with the euro. If recognized, approximately $2 million in pre-tax gains, as of June 30, 2021, would be reclassified into earnings during the next 12 months.

8.RETIREMENT PLANS

Defined Benefit Pension Plans and Other Postretirement Benefit Plans

Eastman maintains defined benefit pension plans that provide eligible employees with retirement benefits. In addition, Eastman provides life insurance for eligible retirees hired prior to January 1, 2007. The Company provides a subsidy for pre-Medicare health care and dental benefits to eligible retirees hired prior to January 1, 2007 that will end on December 31, 2021. Company funding is also provided for eligible Medicare retirees hired prior to January 1, 2007 with a health reimbursement arrangement. Costs recognized for these benefits are estimated amounts, which may change as actual costs for the year are determined.

For additional information regarding retirement plans, see Note 10, "Retirement Plans", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Components of net periodic benefit (credit) cost were as follows:
Second Quarter
  Pension Plans Other Postretirement Benefit Plans
2021 2020 2021 2020
(Dollars in millions) U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 6  $ 5  $ 6  $ 4  $ —  $ — 
Interest cost 9  3  14  3  3  4 
Expected return on assets (31) (10) (33) (8) (1) (1)
Amortization of:
Prior service credit, net —  —  —  —  (10) (9)
Net periodic benefit (credit) cost $ (16) $ (2) $ (13) $ (1) $ (8) $ (6)
First Six Months
Pension Plans Other Postretirement Benefit Plans
2021 2020 2021 2020
(Dollars in millions) U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 13  $ 9  $ 13  $ 8  $ —  $ — 
Interest cost 18  6  28  7  6  9 
Expected return on assets (63) (19) (67) (16) (2) (2)
Amortization of:
Prior service credit, net —  —  —  —  (19) (19)
Net periodic benefit (credit) cost $ (32) $ (4) $ (26) $ (1) $ (15) $ (12)

9.LEASES AND OTHER COMMITMENTS

Leases

There are two types of leases: finance and operating. Both types of leases have associated right-to-use assets and lease liabilities that are valued at the present value of the lease payments and recognized on the Unaudited Consolidated Statements of Financial Position. The discount rate used in the measurement of a right-to-use asset and lease liability is the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the collateralized incremental borrowing rate is used. The Company elected the accounting policy not to apply the recognition and measurement requirements to short-term leases with a term of 12 months or less and do not include a bargain purchase option.

The Company has operating leases, as a lessee, with customary terms that do not include: significant variable lease payments; significant reasonably certain extensions or options required to be included in the lease term; restrictions; or other covenants for real property, rolling stock, and machinery and equipment. Real property leases primarily consist of office space and rolling stock leases primarily for railcars and fleet vehicles. At June 30, 2021 and December 31, 2020, operating right-to-use assets of $159 million and $185 million, respectively, are included as a part of "Other noncurrent assets" in the Unaudited Consolidated Statements of Financial Position and includes $9 million at both periods of assets previously classified as lease intangibles and $8 million and $9 million of prepaid lease assets, respectively. Operating lease liabilities are included as a part of "Payables and other current liabilities" and "Other long-term liabilities" in the Unaudited Consolidated Statements of Financial Position.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2021, reconciliation of lease payments and operating lease liabilities is provided below:
(Dollars in millions) Operating lease liabilities
Remainder of 2021 $ 31 
2022 48 
2023 34 
2024 20 
2025 13 
2026 and beyond 31 
Total lease payments 177 
Less: amounts of lease payments representing interest 16 
Present value of future lease payments 161 
Less: current obligations under leases 53 
Long-term lease obligations $ 108 

The Company has operating leases, primarily leases for railcars, with terms that require the Company to guarantee a portion of the residual value of the leased assets upon termination of the lease that will expire beginning fourth quarter 2021. Residual guarantee payments that become probable and estimable are recognized as rent expense over the remaining life of the applicable lease. Management's current expectation is that the likelihood of material residual guarantee payments is remote.

Lease costs during the period and other information is provided below:
Second Quarter First Six Months
(Dollars in millions) 2021 2020 2021 2020
Lease costs:
Operating lease costs $ 18  $ 18 $ 36  $ 37
Short-term lease costs 11  10 19  19
Sublease income (1) (1) (2) (2)
Total $ 28  $ 27 $ 53  $ 54
Other operating lease information:
Cash paid for amounts included in the measurement of lease liabilities $ 18  $ 18 $ 35  $ 36
Right-to-use assets obtained in exchange for new lease liabilities $ 26  $ 14 $ 34  $ 30
Weighted-average remaining lease term, in years 5 5
Weighted-average discount rate 3.5  % 3.9  %


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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
10.ENVIRONMENTAL MATTERS AND ASSET RETIREMENT OBLIGATIONS

Certain Eastman manufacturing facilities generate hazardous and nonhazardous wastes, the treatment, storage, transportation, and disposal of which are regulated by various governmental agencies. In connection with the cleanup of various hazardous waste sites, the Company, along with many other entities, has been designated a potentially responsible party ("PRP") by the U.S. Environmental Protection Agency under the Comprehensive Environmental Response, Compensation and Liability Act, which potentially subjects PRPs to joint and several liability for certain cleanup costs. In addition, the Company will incur costs for environmental remediation and closure and post-closure under the federal Resource Conservation and Recovery Act. Reserves for environmental contingencies have been established in accordance with Eastman's policies described in Note 1, "Significant Accounting Policies", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K. The resolution of uncertainties related to environmental matters may have a material adverse effect on the Company's consolidated results of operations in the period recognized. However, because of the availability of legal defenses, the Company's preliminary assessment of actions that may be required, and the extended period of time that the obligations are expected to be satisfied, management does not believe that the Company's liability for these environmental matters, individually or in the aggregate, will have a material adverse effect on the Company's future liquidity or financial position. The Company's net reserve for environmental contingencies were $286 million and $285 million at June 30, 2021 and December 31, 2020, respectively.

Environmental Remediation and Environmental Asset Retirement Obligations

The Company's net environmental reserve for environmental contingencies, including remediation costs and asset retirement obligations, is included as part of "Other noncurrent assets", "Payables and other current liabilities", and "Other long-term liabilities" in the Consolidated Statements of Financial Position as follows:
(Dollars in millions) June 30, 2021 December 31, 2020
Environmental contingencies, current $ 15  $ 15 
Environmental contingencies, long-term 271  270 
Total $ 286  $ 285 

Environmental Remediation

Estimated future environmental expenditures for undiscounted remediation costs ranged from the best estimate or minimum of $258 million to the maximum of $482 million and from the best estimate or minimum of $257 million to the maximum of $501 million at June 30, 2021 and December 31, 2020, respectively. The best estimate or minimum estimated future environmental expenditures are considered to be probable and reasonably estimable and include the amounts recognized at both June 30, 2021 and December 31, 2020.

Reserves for environmental remediation include liabilities expected to be paid within approximately 30 years. The amounts charged to pre-tax earnings for environmental remediation and related charges are included within "Cost of sales" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. Changes in the reserves for environmental remediation liabilities during first six months 2021 and full year 2020 are summarized below:
(Dollars in millions) Environmental Remediation Liabilities
Balance at December 31, 2019 $ 260 
Changes in estimates recognized in earnings and other 7 
Cash reductions (10)
Balance at December 31, 2020 257 
Changes in estimates recognized in earnings and other 7 
Cash reductions (6)
Balance at June 30, 2021 $ 258 

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Environmental Asset Retirement Obligations

An asset retirement obligation is an obligation for the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development, or normal operation of that long-lived asset. Environmental asset retirement obligations consist of primarily closure and post-closure costs. For sites that have environmental asset retirement obligations, the best estimate recognized to date for these environmental asset retirement obligation costs were $28 million at both June 30, 2021 and December 31, 2020. 

Non-Environmental Asset Retirement Obligations

The Company has contractual asset retirement obligations not associated with environmental liabilities. Eastman's non-environmental asset retirement obligations are primarily associated with the future closure of leased manufacturing assets at Pace, Florida and Oulu, Finland. These recognized non-environmental asset retirement obligations were $51 million at both June 30, 2021 and December 31, 2020, and is included as part of "Other long-term liabilities" in the Unaudited Consolidated Statements of Financial Position.

11.LEGAL MATTERS

From time to time, Eastman and its operations are parties to, or targets of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which are handled and defended in the ordinary course of business. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial position, results of operations, or cash flows.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
12.STOCKHOLDERS' EQUITY

Reconciliations of the changes in stockholders' equity for second quarter 2021 and 2020 are provided below:
(Dollars in millions, except per share amount) Common Stock at Par Value Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock at Cost Total Eastman Stockholders' Equity Noncontrolling Interest Total Equity
Balance at March 31, 2021 $ 2  $ 2,219  $ 8,260  $ (248) $ (4,000) $ 6,233  $ 86  $ 6,319 
Net Earnings —  —  (146) —  —  (146) 2  (144)
Cash Dividends Declared (1)
($0.69 per share)
—  —  (94) —  —  (94) —  (94)
Other Comprehensive Income (Loss) —  —  —  15  —  15  —  15 
Share Based Compensation Expense (2)
—  18  —  —  —  18  —  18 
Stock Option Exercises —  21  —  —  —  21  —  21 
Other —  (3) —  —  —  (3) —  (3)
Share Repurchase —  —  —  —  (100) (100) —  (100)
Distributions to noncontrolling interest —  —  —  —  —  —  (4) (4)
Balance at June 30, 2021 $ 2  $ 2,255  $ 8,020  $ (233) $ (4,100) $ 5,944  $ 84  $ 6,028 
(Dollars in millions, except per share amount) Common Stock at Par Value Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock at Cost Total Eastman Stockholders' Equity Noncontrolling Interest Total Equity
Balance at March 31, 2020 $ 2  $ 2,109  $ 8,133  $ (197) $ (3,930) $ 6,117  $ 75  $ 6,192 
Net Earnings —  —  27  —  —  27  3  30 
Cash Dividends Declared (1)
($0.66 per share)
—  —  (89) —  —  (89) —  (89)
Other Comprehensive Income (Loss) —  —  —  (12) —  (12) —  (12)
Share Based Compensation Expense (2)
—  5  —  —  —  5  —  5 
Stock Option Exercises —  3  —  —  —  3  —  3 
Other —  —  —  —  —  —  2  2 
Share Repurchase —  —  —  —  (30) (30) —  (30)
Distributions to noncontrolling interest —  —  —  —  —  —  (3) (3)
Balance at June 30, 2020 $ 2  $ 2,117  $ 8,071  $ (209) $ (3,960) $ 6,021  $ 77  $ 6,098 
(1)Cash dividends declared consists of cash dividends paid and dividends declared but unpaid.
(2)Share-based compensation expense is based on the fair value of share-based awards.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Reconciliations of the changes in stockholders' equity for first six months 2021 and 2020 are provided below:
(Dollars in millions, except per share amount) Common Stock at Par Value Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock at Cost Total Eastman Stockholders' Equity Noncontrolling Interest Total Equity
Balance at December 31, 2020 $ 2  $ 2,174  $ 8,080  $ (273) $ (3,960) $ 6,023  $ 85  $ 6,108 
Net Earnings —  —  128  —  —  128  5  133 
Cash Dividends Declared (1)
($1.38 per share)
—  —  (188) —  —  (188) —  (188)
Other Comprehensive Income (Loss) —  —  —  40  —  40  —  40 
Share-Based Compensation Expense (2)
—  40  —  —  —  40  —  40 
Stock Option Exercises —  59  —  —  —  59  —  59 
Other (3)
—  (18) —  —  —  (18) (1) (19)
Share Repurchases —  —  —  —  (140) (140) —  (140)
Distributions to Noncontrolling Interest —  —  —  —  —  —  (5) (5)
Balance at June 30, 2021 $ 2  $ 2,255  $ 8,020  $ (233) $ (4,100) $ 5,944  $ 84  $ 6,028 
(Dollars in millions, except per share amount) Common Stock at Par Value Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock at Cost Total Eastman Stockholders' Equity Noncontrolling Interest Total Equity
Balance at December 31, 2019 $ 2  $ 2,105  $ 7,965  $ (214) $ (3,900) $ 5,958  $ 74  $ 6,032 
Net Earnings —  —  285  —  —  285  5  290 
Cash Dividends Declared (1)
($1.32 per share)
—  —  (179) —  —  (179) —  (179)
Other Comprehensive Income (Loss) —  —  —  5  —  5  —  5 
Share-Based Compensation Expense (2)
—  20  —  —  —  20  —  20 
Stock Option Exercises —  3  —  —  —  3  —  3 
Other (3)
—  (11) —  —  —  (11) 1  (10)
Share Repurchases —  —  —  —  (60) (60) —  (60)
Distributions to Noncontrolling Interest —  —  —  —  —  —  (3) (3)
Balance at June 30, 2020 $ 2  $ 2,117  $ 8,071  $ (209) $ (3,960) $ 6,021  $ 77  $ 6,098 
(1)Cash dividends declared consists of cash dividends paid and dividends declared but unpaid.
(2)Share-based compensation expense is based on the fair value of share-based awards.
(3)Additional paid-in capital includes value of shares withheld for employees' taxes on vesting of share-based compensation awards.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive Income (Loss), Net of Tax
 
 
 
 
(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, 2019 $ (264) $ 106  $ (55) $ (1) $ (214)
Period change (29) (19) (11) —  (59)
Balance at December 31, 2020 (293) 87  (66) (1) (273)
Period change 11  (14) 43  —  40 
Balance at June 30, 2021 $ (282) $ 73  $ (23) $ (1) $ (233)

Amounts of other comprehensive income (loss) are presented net of applicable taxes. Eastman recognizes deferred income taxes on the CTA related to branch operations and income from other entities included in the Company's consolidated U.S. tax return. No deferred income taxes are recognized on the CTA of other subsidiaries outside the United States, because the CTA is considered to be a component of indefinitely invested, unremitted earnings of these foreign subsidiaries.

Components of other comprehensive income recognized in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings are presented below, before tax and net of tax effects:
Second Quarter
2021 2020
(Dollars in millions) Before Tax Net of Tax Before Tax Net of Tax
Other comprehensive income (loss)
Change in cumulative translation adjustment $ 9  $ 9  $ (14) $ (14)
Defined benefit pension and other postretirement benefit plans:
Amortization of unrecognized prior service credits (10) (7) (9) (7)
Derivatives and hedging:
Unrealized gain (loss) during period 6  4  (5) (3)
Reclassification adjustment for (gains) losses included in net income, net 12  9  17  12 
Total other comprehensive income (loss) $ 17  $ 15  $ (11) $ (12)
First Six Months
2021 2020
(Dollars in millions) Before Tax Net of Tax Before Tax Net of Tax
Other comprehensive income (loss)
Change in cumulative translation adjustment $ 11  $ 11  $ 5  $ 5 
Defined benefit pension and other postretirement benefit plans:
Amortization of unrecognized prior service credits (19) (14) (19) (14)
Derivatives and hedging:
Unrealized gain (loss) during period 39  29  5  4 
Reclassification adjustment for (gains) losses included in net income, net 19  14  14  10 
Total other comprehensive income (loss) $ 50  $ 40  $ 5  $ 5 

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
13.EARNINGS AND DIVIDENDS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share ("EPS") which are calculated using the treasury stock method:
  Second Quarter First Six Months
(In millions, except per share amounts) 2021 2020 2021 2020
Numerator
Earnings attributable to Eastman, net of tax $ (146) $ 27  $ 128  $ 285 
Denominator
Weighted average shares used for basic EPS 135.9 135.3 136.0 135.6
Dilutive effect of stock options and other awards (1)
— 0.8 1.8 0.8
Weighted average shares used for diluted EPS 135.9 136.1 137.8 136.4
(Calculated using whole dollars and shares)
EPS
Basic $ (1.07) $ 0.20  $ 0.94  $ 2.10 
Diluted $ (1.07) $ 0.20  $ 0.93  $ 2.09 
(1)Dilutive effect is not applicable in periods with a net loss.

Shares underlying stock options excluded from second quarter 2021 and 2020 calculations of diluted EPS were 327,782 and 3,735,978, respectively, because the grant date exercise price of these options was greater than the average market price of the Company's common stock and the effect of including them in the calculation of diluted EPS would have been antidilutive. Second quarter 2021 and 2020 reflect share repurchases of 833,580 and 623,751, respectively.

No shares underlying stock options were excluded from first six months 2021 calculation of diluted EPS. First six months 2020 calculation of diluted EPS excluded 3,920,216 shares underlying stock options because the grant date exercise price of these options was greater than the average market price of the Company's common stock and the effect of including them in the calculation of diluted EPS would have been antidilutive. First six months 2021 and 2020 reflect share repurchases of 1,188,375 and 1,134,052, respectively.

The Company declared cash dividends of $0.69 and $0.66 per share for second quarter 2021 and 2020, respectively, and $1.38 and $1.32 per share for first six months 2021 and 2020, respectively.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
14.ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES, NET
(Dollars in millions) Second Quarter First Six Months
Tangible Asset Impairments 2021 2020 2021 2020
Site optimizations
AFP - Tire additives (1)
$ 4  $ 5  $ 4  $ 5 
AM - Advanced interlayers (2)
1  —  1  — 
AM - Performance films (3)
—  —  —  4 
AFP - Animal nutrition (4)
—  —  —  3 
Discontinuation of growth initiatives (5)
—  8  —  8 
5  13  5  20 
Gain on Sale of Previously Impaired Assets
Site optimizations
AFP - Animal nutrition (4)
—  —  (1) — 
—  —  (1) — 
Intangible Asset Impairments
AFP - Tradenames (6)
—  123  —  123 
AFP - Customer relationships (7)
—  —  —  2 
—  123  —  125 
Severance Charges
CI & AFP - Singapore (8)
—  2  —  3 
Site optimizations
AM - Advanced interlayers (2)
—  —  1  — 
AM - Performance films (3)
—  —  —  3 
AFP - Animal nutrition (4)
—  —  —  1 
—  2  1  7 
Other Restructuring Costs
Discontinuation of growth initiatives contract termination fees (5)
—  3  —  3 
CI & AFP - Singapore (8)
8  —  13  — 
Site optimizations
AM - Advanced interlayers (2)
2  —  2  — 
AFP - Tire additives (1)
—  —  2  — 
10  3  17  3 
Total $ 15  $ 141  $ 22  $ 155 

(1)Asset impairments and site closure costs in the AFP segment from the previously reported closure of a tire additives manufacturing facility in Asia Pacific as part of ongoing site optimization.
(2)Asset impairments, severance charges, and site closure costs in the Advanced Materials ("AM") segment due to the previously reported closure of an advanced interlayers manufacturing facility in North America as part of ongoing site optimization. In addition, accelerated depreciation of $4 million was recognized in "Cost of sales" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in first six months 2021 related to the closure of this facility. Management expects total charges of up to $30 million for the closure of this facility, primarily reported in "Cost of sales" and in "Asset impairments and restructuring charges, net" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings, of which $13 million was recognized in 2020.
(3)Fixed asset impairments and severance in the AM segment from the previously reported closure of a performance films manufacturing facility in North America as part of ongoing site optimization.
(4)Fixed asset impairments, net and severance in the AFP segment from the previously reported closure of an animal nutrition manufacturing facility in Asia Pacific as part of ongoing site optimization.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(5)Fixed asset impairments and contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including AvraTM performance fibers, the financial results of which were not allocated to an operating segment and reported in "Other".
(6)Intangible asset impairment charges in the AFP segment tire additives business to reduce the carrying values of the CrystexTM and SantoflexTM tradenames to the estimated fair values. The estimated fair values were determined using an income approach, specifically, the relief from royalty method, including some unobservable inputs. The impairments were primarily the result of weakened demand in the transportation markets impacted by COVID-19 and increased competitive pricing pressure as a result of global capacity increases.
(7)Intangible asset impairment charge in the AFP segment for customer relationships.
(8)Severance charges in second quarter and first six months 2020 of $2 million and $1 million, respectively, in the Chemical Intermediates ("CI") segment, contract termination fees in second quarter 2021 of $7 million and $1 million in the CI segment and AFP segment, respectively, and site closure costs in first six months 2021 of $4 million and $1 million in the CI and AFP segments, respectively, resulting from the previously reported plan to discontinue production of certain products at the Singapore manufacturing site. Excluding the fixed asset impairments in 2019, restructuring charges of up to $50 million are expected for this closure, of which $6 million was recognized in 2020.

Changes in Reserves

The following table summarizes the changes in asset impairments and restructuring charges, the non-cash reductions attributable to asset impairments, and the cash reductions in restructuring reserves for severance costs and site closure costs paid in first six months 2021 and full year 2020:
(Dollars in millions) Balance at January 1, 2021 Provision/ Adjustments Non-cash Reductions/
Additions 		Cash Reductions Balance at June 30, 2021
Non-cash charges $ —  $ 5  $ (5) $ —  $ — 
Severance costs 65  1  —  (38) 28 
Other restructuring costs 14  16  1  (9) 22 
Total $ 79  $ 22  $ (4) $ (47) $ 50 

(Dollars in millions) 		Balance at January 1, 2020 Provision/ Adjustments Non-cash Reductions/
Additions 		Cash Reductions Balance at December 31, 2020
Non-cash charges $ —  $ 145  $ (145) $ —  $ — 
Severance costs 17  65  1  (18) 65 
Other restructuring costs 11  17  —  (14) 14 
Total $ 28  $ 227  $ (144) $ (32) $ 79 

Substantially all severance costs remaining are expected to be applied to the reserves within one year.

15.SHARE-BASED COMPENSATION AWARDS

The Company utilizes share-based awards under employee and non-employee director compensation programs. These share-based awards have included restricted and unrestricted stock, restricted stock units, stock options, and performance shares. In second quarter 2021 and 2020, $18 million and $5 million, respectively, of compensation expense before tax were recognized in "Selling, general and administrative expenses" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for all share-based awards. The impact on second quarter 2021 and 2020 net earnings of $13 million and $4 million, respectively, is net of deferred tax expense related to share-based award compensation for each period.

In first six months 2021 and 2020, $40 million and $20 million, respectively, of compensation expense before tax were recognized in "Selling, general and administrative expenses" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for all share-based awards. The impact on first six months 2021 and 2020 net earnings of $30 million and $15 million, respectively, is net of deferred tax expense related to share-based award compensation for each period.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For additional information regarding share-based compensation plans and awards, see Note 17, "Share-Based Compensation Plans and Awards", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K and "Item 3 - Approval of the 2021 Omnibus Stock Compensation Plan" and "Appendix A - 2021 Omnibus Stock Compensation Plan" of the Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders filed on March 25, 2021 and amended on April 13, 2021.

16.SUPPLEMENTAL CASH FLOW INFORMATION

Included in the line item "Other items, net" of the "Operating activities" section of the Unaudited Consolidated Statements of Cash Flows are the following changes to Unaudited Consolidated Statements of Financial Position:
(Dollars in millions) First Six Months
  2021 2020
Other current assets $ (33) $ 11 
Other noncurrent assets 8  9 
Payables and other current liabilities 69  (7)
Long-term liabilities and equity 62  61 
Total $ 106  $ 74 

The above changes resulted primarily from accrued taxes, deferred taxes, environmental liabilities, monetized positions from raw material and energy, currency, and certain interest rate hedges, equity investment dividends, prepaid insurance, miscellaneous deferrals, value-added taxes, and other miscellaneous accruals.

17.SEGMENT AND REGIONAL SALES INFORMATION

Eastman's products and operations are managed and reported in four operating segments: Additives & Functional Products ("AFP"), Advanced Materials ("AM"), Chemical Intermediates ("CI"), and Fibers. The economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows vary among the Company's business operating segments and the geographical regions in which they operate. For disaggregation of revenue by major product lines and regions for each business operating segment, see Note 19, "Segment and Regional Sales Information", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K. For additional financial information for each segment, see Part I, Item 1, "Business - Business Segments", in the Company's 2020 Annual Report on Form 10-K.

(Dollars in millions) Second Quarter First Six Months
Sales by Segment 2021 2020 2021 2020
Additives & Functional Products $ 925  $ 685  $ 1,796  $ 1,507 
Advanced Materials 769  567  1,485  1,182 
Chemical Intermediates 736  461  1,341  1,053 
Fibers 223  211  440  423 
Total Sales $ 2,653  $ 1,924  $ 5,062  $ 4,165 
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions) Second Quarter First Six Months
Earnings (Loss) Before Interest and Taxes by Segment 2021 2020 2021 2020
Additives & Functional Products $ (368) $ (56) $ (233) $ 87 
Advanced Materials 150  64  296  164 
Chemical Intermediates 137  20  206  100 
Fibers 37  46  82  99 
Total Earnings Before Interest and Taxes by Operating Segment (44) 74  351  450 
Other    
Growth initiatives and businesses not allocated to operating segments (39) (28) (68) (51)
Pension and other postretirement benefits income (expense), net not allocated to operating segments 27  20  54  41 
Asset impairments and restructuring charges, net —  (11) —  (11)
Other income (charges), net not allocated to operating segments —  (1) (4) (7)
Total Earnings Before Interest and Taxes $ (56) $ 54  $ 333  $ 422 

(Dollars in millions) June 30, December 31,
Assets by Segment (1)
2021 2020
Additives & Functional Products $ 5,952  $ 6,238 
Advanced Materials 4,322  4,345 
Chemical Intermediates 2,889  2,614 
Fibers 991  978 
Total Assets by Operating Segment 14,154  14,175 
Corporate Assets 1,944  1,908 
Total Assets $ 16,098  $ 16,083 
(1)Segment assets include accounts receivable, inventory, fixed assets, goodwill, and intangible assets.

(Dollars in millions) Second Quarter First Six Months
Sales by Customer Location 2021 2020 2021 2020
United States and Canada $ 1,197  $ 786  $ 2,201  $ 1,766 
Asia Pacific 611  523  1,219  1,018 
Europe, Middle East, and Africa 688  526  1,344  1,157 
Latin America 157  89  298  224 
Total Sales $ 2,653  $ 1,924  $ 5,062  $ 4,165 


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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is based upon the consolidated financial statements of Eastman Chemical Company ("Eastman" or the "Company"), which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), and should be read in conjunction with the Company's audited consolidated financial statements, including related notes, and MD&A contained in the Company's 2020 Annual Report on Form 10-K, and the unaudited consolidated financial statements, including related notes, included elsewhere in this Quarterly Report on Form 10-Q. All references to earnings per share ("EPS") contained in this report are diluted EPS unless otherwise noted.
 
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

NON-GAAP FINANCIAL MEASURES

Non-GAAP financial measures, and the accompanying reconciliations of the non-GAAP financial measures to the most comparable GAAP measures, are presented below in this section and in "Overview", "Results of Operations", "Summary by Operating Segment", "Liquidity and Other Financial Information", and "Outlook" in this MD&A.

Management discloses non-GAAP financial measures, and the related reconciliations to the most comparable GAAP financial measures, because it believes investors use these metrics in evaluating longer term period-over-period performance, and to allow investors to better understand and evaluate the information used by management to assess the Company's and its operating segments' performances, make resource allocation decisions, and evaluate organizational and individual performances in determining certain performance-based compensation. Non-GAAP financial measures do not have definitions under GAAP, and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, management cautions investors not to place undue reliance on any non-GAAP financial measure, but to consider such measures alongside the most directly comparable GAAP financial measure.

Company Use of Non-GAAP Financial Measures

Non-Core Items and any Unusual or Non-Recurring Items Excluded from Non-GAAP Earnings

In addition to evaluating Eastman's financial condition, results of operations, liquidity, and cash flows as reported in accordance with GAAP, management also evaluates Company and operating segment performance, and makes resource allocation and performance evaluation decisions, excluding the effect of transactions, costs, and losses or gains that do not directly result from Eastman's normal, or "core", business and operations or are otherwise of an unusual or non-recurring nature.

•Non-core transactions, costs, and losses or gains relate to, among other things, cost reductions, growth and profitability improvement initiatives, changes in businesses and assets, and other events outside of core business operations, and have included asset impairments and restructuring charges and gains, costs of and related to acquisitions, gains and losses from and costs related to dispositions, closure, or shutdowns of businesses or assets, financing transaction costs, and mark-to-market losses or gains for pension and other postretirement benefit plans.

Because non-core, unusual, or non-recurring transactions, costs, and losses or gains may materially affect the Company's, or any particular operating segment's, financial condition or results in a specific period in which they are recognized, management believes it is appropriate to evaluate both the financial measures prepared and calculated in accordance with GAAP and the related non-GAAP financial measures excluding the effect on the Company's results of these non-core, unusual, or non-recurring items. In addition to using such measures to evaluate results in a specific period, management evaluates such non-GAAP measures, and believes that investors may also evaluate such measures, because such measures may provide more complete and consistent comparisons of the Company's and its segments' operational performance on a period-over-period historical basis and, as a result, provide a better indication of expected future trends.

Adjusted Tax Rate and Provision for Income Taxes

In interim periods, Eastman discloses non-GAAP earnings with an adjusted effective tax rate and a resulting adjusted provision for income taxes using the Company's forecasted tax rate for the full year as of the end of the interim period. The adjusted effective tax rate and resulting adjusted provision for income taxes are equal to the Company's projected full year effective tax rate and provision for income taxes on earnings excluding non-core, unusual, or non-recurring items for completed periods. The adjusted effective tax rate and resulting adjusted provision for income taxes may fluctuate during the year for changes in events and circumstances that change the Company's forecasted annual effective tax rate and resulting provision for income taxes excluding non-core, unusual, or non-recurring items. Management discloses this adjusted effective tax rate, and the related reconciliation to the GAAP effective tax rate, to provide investors more complete and consistent comparisons of the Company's operational performance on a period-over-period interim basis and on the same basis as management evaluates quarterly financial results to provide a better indication of expected full year results.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Cash Flow Measures

Eastman regularly evaluates and discloses to investors and securities analysts an alternative non-GAAP measure of "free cash flow", which management defines as net cash provided by or used in operating activities less the amount of net capital expenditures (typically the GAAP measure additions to properties and equipment). Such net capital expenditures are generally funded from available cash and, as such, management believes they should be considered in determining free cash flow. Management believes this is an appropriate metric to assess the Company's ability to fund priorities for uses of available cash. The priorities for cash after funding operations include payment of quarterly dividends, repayment of debt, funding targeted growth opportunities, and repurchasing shares. Management believes this metric is useful to investors and securities analysts to provide them with information similar to that used by management in evaluating financial performance and potential future cash available for various initiatives and assessing organizational performance in determining certain performance-based compensation, and because management believes investors and securities analysts often use a similar measure of free cash flow to compare the results, and value, of comparable companies. In addition, Eastman may disclose to investors and securities analysts an alternative non-GAAP measure of "free cash flow yield", which management defines as annual free cash flow divided by the Company's market capitalization, and "free cash flow conversion", which management defines as annual free cash flow divided by adjusted net income. Management believes this metric is useful to investors and securities analysts in comparing cash flow generation with that of peer and other companies.

Non-GAAP Debt Measure

Eastman from time to time evaluates and discloses to investors and securities and credit analysts the non-GAAP debt measure "net debt", which management defines as total borrowings less cash and cash equivalents. Management believes this metric is useful to investors and securities and credit analysts to provide them with information similar to that used by management in evaluating the Company's overall financial position, liquidity, and leverage and because management believes investors, securities analysts, credit analysts and rating agencies, and lenders often use a similar measure to assess and compare companies' relative financial position and liquidity.

Non-GAAP Measures in this Quarterly Report

The following non-core items are excluded by management in its evaluation of certain earnings results in this Quarterly Report:
•Asset impairments and restructuring charges, net,
•Preliminary loss on business held for sale; and
•Accelerated depreciation resulting from the closure of a manufacturing facility as part of ongoing site optimization.

As described above, the alternative non-GAAP measures of cash flow, "free cash flow", and of debt, "net debt", are also presented in this Quarterly Report.

Non-GAAP Financial Measures - Non-Core Items Excluded from Earnings and Adjustments to Provision for Income Taxes
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 2021 2020
Non-core items impacting earnings before interest and taxes:
Asset impairments and restructuring charges, net $ 15  $ 141  $ 22  $ 155 
Loss on business held for sale 495  —  495  — 
Accelerated depreciation —  —  4  — 
Total non-core items impacting earnings before interest and taxes 510  141  521  155 
Less: Items impacting provision for income taxes:
Tax effect of non-core items 33  33  35  36 
Interim adjustment to tax provision (8) 19  (18) 11 
Total items impacting provision for income taxes 25  52  17  47 
Total items impacting net earnings attributable to Eastman $ 485  $ 89  $ 504  $ 108 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This MD&A includes an analysis of the effect of the foregoing on the following GAAP financial measures:

•Gross profit,
•Earnings before interest and taxes ("EBIT"),
•Provision for income taxes,
•Net earnings attributable to Eastman,
•Diluted EPS,
•Net cash provided by operating activities, and
•Total borrowings.

Other Non-GAAP Financial Measures

Alternative Non-GAAP Cash Flow Measures

In addition to the non-GAAP measures presented in this Quarterly Report and other periodic reports, management occasionally has evaluated and disclosed to investors and securities analysts the non-GAAP measure cash provided by or used in operating activities excluding certain non-core, unusual, or non-recurring sources or uses of cash or including cash from or used by activities that are managed as part of core business operations ("adjusted cash provided by or used in operating activities") when analyzing, among other things, business performance, liquidity and financial position, and performance-based compensation. Management has used this non-GAAP measure in conjunction with the GAAP measure cash provided by or used in operating activities because it believes it is an appropriate metric to evaluate the cash flows from Eastman's core operations that are available for organic and inorganic growth initiatives and because it allows for a more consistent period-over-period presentation of such amounts. In its evaluation, management generally excludes the impact of certain non-core activities and decisions of management that it considers not core, ongoing components of operations and the decisions to undertake or not to undertake such activities may be made irrespective of the cash generated from operations, and generally includes cash from or used in activities that are managed as operating activities and in business operating decisions. Management has disclosed this non-GAAP measure and the related reconciliation to investors and securities analysts to allow them to better understand and evaluate the information used by management in its decision-making processes and because management believes investors and securities analysts use similar measures to assess Company performance, liquidity, and financial position over multiple periods and to compare these with other companies.

Alternative Non-GAAP Earnings Measures

From time to time, Eastman may also disclose to investors and securities analysts the non-GAAP earnings measures "EBIT Margin", "Adjusted EBITDA", "EBITDA Margin", "Return on Invested Capital" (or "ROIC"), and "Adjusted ROIC". Management defines EBIT Margin as the GAAP measure EBIT adjusted to exclude the same non-core, unusual, or non-recurring items as are excluded from the Company's other non-GAAP earnings measures for the same periods divided by the GAAP measure sales revenue in the Company's Consolidated Statement of Earnings, Comprehensive Income and Retained Earnings for the same period. Adjusted EBITDA is EBITDA (net earnings before interest, taxes, depreciation and amortization) adjusted to exclude the same non-core, unusual, or non-recurring items as are excluded from the Company's other non-GAAP earnings measures for the same periods. EBITDA Margin is Adjusted EBITDA divided by the GAAP measure sales revenue in the Company's Consolidated Statement of Earnings, Comprehensive Income and Retained Earnings for the same periods. Management defines ROIC as net earnings plus interest expense after tax divided by average total borrowings plus average stockholders' equity for the periods presented, each derived from the GAAP measures in the Company's financial statements for the periods presented. Adjusted ROIC is ROIC adjusted to exclude from net earnings the same non-core, unusual, or non-recurring items as are excluded from the Company's other non-GAAP earnings measures for the same periods. Management believes that EBIT Margin, Adjusted EBITDA, EBITDA Margin, and ROIC and Adjusted ROIC are useful as supplemental measures in evaluating the performance of and returns from Eastman's operating businesses, and from time to time uses such measures in internal performance calculations. Further, management understands that investors and securities analysts often use similar measures of EBIT Margin, Adjusted EBITDA, EBITDA Margin, ROIC, and Adjusted ROIC to compare the results, returns, and value of the Company with those of peer and other companies.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Eastman's products and operations are managed and reported in four operating segments: Additives & Functional Products ("AFP"), Advanced Materials ("AM"), Chemical Intermediates ("CI"), and Fibers. Eastman uses an innovation-driven growth model which consists of leveraging world class scalable technology platforms, delivering differentiated application development capabilities, and relentlessly engaging the market. The Company's world class technology platforms form the foundation of sustainable growth by differentiated products through significant scale advantages in research and development ("R&D") and advantaged global market access. Differentiated application development converts market complexity into opportunities for growth and accelerates innovation by enabling a deeper understanding of the value of Eastman's products and how they perform within customers' and end-user products. Key areas of application development include thermoplastic conversion, functional films, coatings formulations, rubber additive formulations, adhesives formulations, nonwovens and textiles, animal nutrition, and molecular recycling technologies. The Company engages the market by working directly with customers and downstream users, targeting attractive niche markets, and leveraging disruptive macro trends. Management believes that these elements of the Company's innovation-driven growth model, combined with disciplined portfolio management and balanced capital deployment, will result in consistent, sustainable earnings growth and strong cash flow.

The Company generated sales revenue of $2.7 billion and $1.9 billion in second quarter 2021 and 2020, respectively, and $5.1 billion and $4.2 billion in first six months 2021 and 2020, respectively. Loss before interest and taxes was $56 million in second quarter 2021 and EBIT was $54 million in second quarter 2020, and $333 million and $422 million in first six months 2021 and 2020, respectively. Excluding the non-core items identified in "Non-GAAP Financial Measures", adjusted EBIT was $454 million and $195 million in second quarter 2021 and 2020, respectively, and $854 million and $577 million in first six months 2021 and 2020, respectively. Sales revenue increased in second quarter and first six months 2021 compared to second quarter and first six months 2020 primarily due to higher sales volume and higher selling prices. Compared to first quarter 2021, sales revenue increased by 10 percent primarily due to higher selling prices. Adjusted EBIT increased primarily due to higher sales volume and a favorable product mix, particularly in the AM and AFP segments, and higher selling prices more than offsetting higher raw material and energy costs in the CI segment. Compared to first quarter 2021, adjusted EBIT increased primarily due to higher selling prices more than offsetting higher raw material and energy costs in the CI segment, partially offset by planned manufacturing site maintenance costs.

In second quarter and first six months 2020, capacity utilization was substantially lower due to lower sales volume resulting from the impact of the COVID-19 coronavirus global pandemic ("COVID-19") and the Company's focus on maximizing cash generation by reducing inventories, which reduced EBIT, particularly in the AM segment. As a result, cost reduction actions, including reduced discretionary spending, deferred asset maintenance turnarounds, and adjusted operations to ensure the health and safety of employees and contractors, totaled approximately $60 million and $150 million in second quarter and full year 2020, respectively, with approximately 60 percent presented in "Cost of Sales" and approximately 40 percent in "Selling, general and administrative expenses" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. In second quarter and first six months 2021, adjusted EBIT increased significantly as demand across key end-markets affected by COVID-19 are recovering, resulting in higher sales volume and more favorable product mix, led by increased sales of specialty products in the AM and AFP segments. In first six months 2021, capacity utilization was higher due to increased sales volume and inventory quantities approximating demand levels resulting in increased adjusted EBIT in all segments, except the Fibers segment.

As previously reported, in the second quarter 2021 the Company entered into a definitive agreement to sell rubber additives (including Crystex™ insoluble sulfur and Santoflex™ antidegradants) and other product lines and related assets and technology of the global tire additives business of its AFP segment for $725 million in cash with an additional amount of up to $75 million to be paid based on the performance of the rubber additives business post-closing through 2023. The sale does not include the Eastman Impera™ and other performance resins product lines of the tire additives business. See Note 2, "Business Held for Sale", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Discussion of sales revenue and EBIT changes is presented in "Results of Operations" and "Summary by Operating Segment" in this MD&A.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Net earnings (loss) and EPS and adjusted net earnings and EPS were as follows:
Second Quarter
2021 2020
(Dollars in millions, except EPS) $ EPS $ EPS
Net earnings (loss) attributable to Eastman $ (146) $ (1.07) $ 27  $ 0.20 
Total non-core items, net of tax 477  3.47  108  0.79 
Interim adjustment to tax provision 8  0.06  (19) (0.14)
Adjusted net earnings $ 339  $ 2.46  $ 116  $ 0.85 
First Six Months
2021 2020
(Dollars in millions, except EPS)
 $
EPS
 $
EPS
Net earnings attributable to Eastman $ 128  $ 0.93  $ 285  $ 2.09 
Total non-core and unusual items, net of tax 486  3.53  119  0.87 
Interim adjustment to tax provision 18  0.13  (11) (0.08)
Adjusted net earnings $ 632  $ 4.59  $ 393  $ 2.88 

Cash provided by operating activities was $642 million and $607 million in first six months 2021 and 2020, respectively. Free cash flow was $444 million and $411 million in first six months 2021 and 2020, respectively.

RESULTS OF OPERATIONS

Sales
Second Quarter First Six Months
Change Change
(Dollars in millions) 2021 2020  $ % 2021 2020  $ %
Sales $ 2,653  $ 1,924  $ 729  38  % $ 5,062  $ 4,165  $ 897  22  %
Volume / product mix effect 380  20  % 427  10  %
Price effect 300  16  % 377  9  %
Exchange rate effect 49  2  % 93  3  %

Sales revenue increased in second quarter and first six months 2021 compared to second quarter and first six months 2020 as a result of increases in all operating segments. Further discussion by operating segment is presented in "Summary by Operating Segment" in this MD&A.

Gross Profit
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 Change 2021 2020 Change
Gross profit $ 681  $ 371  84  % $ 1,279  $ 948  35  %
Accelerated depreciation —  —  4  — 
Gross profit excluding non-core item $ 681  $ 371  84  % $ 1,283  $ 948  35  %

Gross profit in first six months 2021 included accelerated depreciation resulting from the previously reported closure of an advanced interlayers manufacturing facility in North America in the AM segment as part of ongoing site optimization actions. Excluding this non-core item, gross profit increased in second quarter and first six months 2021 compared to second quarter and first six months 2020 as a result of increases in all operating segments, except the Fibers segment. Further discussion of sales revenue and EBIT changes is presented in "Summary by Operating Segment" in this MD&A.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Selling, General and Administrative Expenses
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 Change 2021 2020 Change
Selling, general and administrative expenses $ 202  $ 155  30  % $ 386  $ 315  23  %

SG&A expenses increased in second quarter 2021 compared to second quarter 2020 primarily as a result of higher variable compensation costs, including for incentive compensation based on annual business performance, and higher discretionary spending corresponding to strengthened business and market conditions. SG&A expenses increased in first six months 2021 compared to first six months 2020 primarily as a result of higher variable compensation costs, including for incentive compensation based on annual business performance and deferred compensation with returns based on financial market performance.

Research and Development Expenses
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 Change 2021 2020 Change
Research and development expenses $ 63  $ 52  21  % $ 121  $ 113  7  %

R&D expenses increased in second quarter and first six months 2021 compared to second quarter and first six months 2020 primarily due to higher growth initiative project costs, particularly in the AM and AFP segments.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Asset Impairments and Restructuring Charges, Net
(Dollars in millions) Second Quarter First Six Months
Tangible Asset Impairments 2021 2020 2021 2020
Site optimizations
AFP - Tire additives (1)
$ 4  $ 5  $ 4  $ 5 
AM - Advanced interlayers (2)
1  —  1  — 
AM - Performance films (3)
—  —  —  4 
AFP - Animal nutrition (4)
—  —  —  3 
Discontinuation of growth initiatives (5)
—  8  —  8 
5  13  5  20 
Gain on Sale of Previously Impaired Assets
Site optimizations
AFP - Animal nutrition (4)
—  —  (1) — 
—  —  (1) — 
Intangible Asset Impairments
AFP - Tradenames (6)
—  123  —  123 
AFP - Customer relationships (7)
—  —  —  2 
—  123  —  125 
Severance Charges
CI & AFP - Singapore (8)
—  2  —  3 
Site optimizations
AM - Advanced interlayers (2)
—  —  1  — 
AM - Performance films (3)
—  —  —  3 
AFP - Animal nutrition (4)
—  —  —  1 
—  2  1  7 
Other Restructuring Costs
Discontinuation of growth initiatives contract termination fees (5)
—  3  —  3 
CI & AFP - Singapore (8)
8  —  13  — 
Site optimizations
AM - Advanced interlayers (2)
2  —  2  — 
AFP - Tire additives (1)
—  —  2  — 
10  3  17  3 
Total $ 15  $ 141  $ 22  $ 155 

(1)Asset impairments and site closure costs in the AFP segment from the previously reported closure of a tire additives manufacturing facility in Asia Pacific as part of ongoing site optimization.
(2)Asset impairments, severance charges, and site closure costs in the AM segment due to the previously reported closure of an advanced interlayers manufacturing facility in North America as part of ongoing site optimization. In addition, accelerated depreciation of $4 million was recognized in "Cost of sales" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in first six months 2021 related to the closure of this facility. Management expects total charges of up to $30 million for the closure of this facility, primarily reported in "Cost of sales" and in "Asset impairments and restructuring charges, net" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings, of which $13 million was recognized in 2020.
(3)Fixed asset impairments and severance in the AM segment from the previously reported closure of a performance films manufacturing facility in North America as part of ongoing site optimization.
(4)Fixed asset impairments, net and severance in the AFP segment from the previously reported closure of an animal nutrition manufacturing facility in Asia Pacific as part of ongoing site optimization.
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(5)Fixed asset impairments and contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including AvraTM performance fibers, the financial results of which were not allocated to an operating segment and reported in "Other".
(6)Intangible asset impairment charges in the AFP segment tire additives business to reduce the carrying values of the CrystexTM and SantoflexTM tradenames to the estimated fair values. The estimated fair values were determined using an income approach, specifically, the relief from royalty method, including some unobservable inputs. The impairments were primarily the result of weakened demand in the transportation markets impacted by COVID-19 and increased competitive pricing pressure as a result of global capacity increases.
(7)Intangible asset impairment charge in the AFP segment for customer relationships.
(8)Severance charges in second quarter and first six months 2020 of $2 million and $1 million, respectively, in the CI segment, contract termination fees in second quarter 2021 of $7 million and $1 million in the CI segment and AFP segment, respectively, and site closure costs in first six months 2021 of $4 million and $1 million in the CI and AFP segments, respectively, resulting from the previously reported plan to discontinue production of certain products at the Singapore manufacturing site. Excluding the fixed asset impairments in 2019, restructuring charges of up to $50 million are expected for this closure, of which $6 million was recognized in 2020.

For more information regarding asset impairments and restructuring charges, net see Note 14, "Asset Impairments and Restructuring Charges, Net", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other Components of Post-employment (Benefit) Cost, Net
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 2021 2020
Other components of post-employment (benefit) cost, net $ (37) $ (30) $ (73) $ (60)

For more information regarding other components of post-employment (benefit) cost, net see Note 8, "Retirement Plans", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other (Income) Charges, Net
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 2021 2020
Foreign exchange transaction (gains) losses, net $ 1  $ 1  $ 5  $ 6 
(Income) loss from equity investments and other investment (gains) losses, net (3) (4) (9) (7)
Other, net 1  2  (1) 4 
Other (income) charges, net $ (1) $ (1) $ (5) $ 3 

For more information regarding components of foreign exchange transaction losses, see Note 7, "Derivative and Non-Derivative Financial Instruments", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Earnings (Loss) Before Interest and Taxes
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 Change 2021 2020 Change
Earnings (loss) before interest and taxes $ (56) $ 54  (204) % $ 333  $ 422  (21) %
Asset impairments and restructuring charges, net 15  141  22  155 
Loss on business held for sale 495  —  495  — 
Accelerated depreciation —  —  4  — 
Earnings before interest and taxes excluding non-core items $ 454  $ 195  133  % $ 854  $ 577  48  %

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Net Interest Expense
  Second Quarter First Six Months
(Dollars in millions) 2021 2020 Change 2021 2020 Change
Gross interest costs $ 52  $ 56  (7) % $ 104  $ 110  (5) %
Less: Capitalized interest 1  1  2  2 
Interest expense 51  55  102  108 
Less: Interest income —  —    1  1   
Net interest expense $ 51  $ 55  (7) % $ 101  $ 107  (6) %

Net interest expense decreased primarily as a result of lower total borrowings.

Provision for Income Taxes
Second Quarter First Six Months
2021 2020 2021 2020
(Dollars in millions) $ % $ % $ % $ %
Provision for income taxes and effective tax rate $ 37  —  $ (31) —  $ 99  44  % $ 25  8  %
Tax provision for non-core items (1)
33  33  35  36 
Interim adjustment to tax provision (2)
(8) 19  (18) 11 
Adjusted provision for income taxes and effective tax rate $ 62  16  % $ 21  16  % $ 116  16  % $ 72  16  %
(1)Provision for income taxes for non-core items is calculated using the tax rate for the jurisdiction where the gains are taxable and the expenses are deductible.
(2)Second quarter 2021 provision for income taxes was adjusted to reflect the current forecasted full year effective tax rate. Second quarter 2020 provision for income taxes was adjusted to reflect the then current forecasted full year effective tax rate. The adjusted provision for income taxes for first six months 2021 and 2020 are calculated applying the forecasted full year effective tax rates as shown below.
First Six Months (1)
2021 2020
Effective tax rate 44  % 8  %
Discrete tax items (2)
—  % 1  %
Tax impact of current year non-core items (3)
(25) % 7  %
Changes in tax contingencies and valuation allowances —  % 2  %
Forecasted full year impact of expected tax events (3) % (2) %
Forecasted full year adjusted effective tax rate 16  % 16  %
(1)Effective tax rate percentages are rounded to the nearest whole percent. The forecasted full year effective tax rates are 15.5 percent for first six months 2021 and 2020.
(2)"Discrete tax items" are items that are excluded from a company's estimated annual effective tax rate and recognized entirely in the quarter in which the item occurs. Discrete items for first six months 2020 are for share based compensation expense and estimated adjustments to certain prior year tax returns.
(3)Provision for income taxes for non-core items is calculated using the tax rate for the jurisdiction where the gains are taxable and the expenses are deductible.

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Net Earnings (Loss) Attributable to Eastman and Diluted Earnings per Share
Second Quarter
2021 2020
(Dollars in millions, except EPS) $ EPS $ EPS
Net earnings (loss) and diluted earnings per share attributable to Eastman $ (146) $ (1.07) $ 27  $ 0.20 
Non-core items, net of tax: (1)
Asset impairments and restructuring charges, net 12  0.09  108  0.79 
Loss on business held for sale 465  3.38  —  — 
Interim adjustment to tax provision 8  0.06  (19) (0.14)
Adjusted net earnings and diluted earnings per share attributable to Eastman $ 339  $ 2.46  $ 116  $ 0.85 

First Six Months
2021 2020
(Dollars in millions, except EPS) $ EPS $ EPS
Net earnings and diluted earnings per share attributable to Eastman $ 128  $ 0.93  $ 285  $ 2.09 
Non-core items, net of tax: (1)
Asset impairments and restructuring charges, net 18  0.13  119  0.87 
Loss on business held for sale 465  3.38  —  — 
Accelerated depreciation 3  0.02  —  — 
Interim adjustment to tax provision 18  0.13  (11) (0.08)
Adjusted net earnings and diluted earnings per share attributable to Eastman $ 632  $ 4.59  $ 393  $ 2.88 
(1)Provision for income taxes for non-core items is calculated using the tax rate for the jurisdiction where the gains are taxable and the expenses are deductible.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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SUMMARY BY OPERATING SEGMENT

Eastman's products and operations are managed and reported in four operating segments: Additives & Functional Products ("AFP"), Advanced Materials ("AM"), Chemical Intermediates ("CI"), and Fibers. For additional financial and product information for each operating segment, see Part I, Item 1, "Business - Business Segments" and Part II, Item 8, Note 19, "Segment and Regional Sales Information", in the Company's 2020 Annual Report on Form 10-K.

Additives & Functional Products Segment
Second Quarter First Six Months
Change     Change
2021 2020  $ % 2021 2020  $ %
(Dollars in millions)
Sales $ 925  $ 685  $ 240  35  % $ 1,796  $ 1,507  $ 289  19  %
Volume / product mix effect 154  23  %     176  12  %
Price effect 64  9  %     69  4  %
Exchange rate effect 22  3  %     44  3  %
Earnings (loss) before interest and taxes $ (368) $ (56) $ (312) (557) % $ (233) $ 87  $ (320) (368) %
Loss on business held for sale 495  —  495  495  —  495 
Asset impairments and restructuring charges, net 5  128  (123) 7  134  (127)
Earnings before interest and taxes excluding non-core items 132  72  60  83  % 269  221  48  22  %

Sales revenue in second quarter and first six months 2021 increased compared to second quarter and first six months 2020 primarily due to higher sales volume. This increase was primarily due to strengthened demand and improved market conditions for coatings and inks additives and tire additives products sold in transportation, building and construction, and durable goods end-markets, resulting in a more favorable product mix.

Second quarter and first six months 2021 loss before interest and taxes included a loss on business held for sale and asset impairments and restructuring charges resulting from a manufacturing facility closure, contract termination fees, discontinued production of certain products, and a gain on the sale of impaired assets. Second quarter 2020 loss before interest and taxes and first six months 2020 EBIT included asset impairment and restructuring charges resulting from the impairment of tradenames and, customer relationships, and the closure of manufacturing facilities. For more information regarding asset impairments and restructuring charges see Note 14, "Asset Impairments and Restructuring Charges, Net", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Excluding these non-core items, EBIT increased in second quarter and first six months 2021 compared to second quarter and first six months 2020 primarily due to $98 million and $124 million, respectively, of higher sales volume. This increase was partially reduced by higher raw material and energy costs and higher distribution costs offsetting higher selling prices by $16 million and $43 million, respectively, and $13 million and $20 million, respectively, of higher manufacturing costs, primarily due to planned manufacturing site maintenance costs.

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2021 Change
Second Quarter First Quarter  $ %
(Dollars in millions)
Sales $ 925  $ 871  $ 54  6  %
Volume / product mix effect —  —  %
Price effect 55  6  %
Exchange rate effect (1) —  %
Earnings (loss) before interest and taxes $ (368) $ 135  $ (503) (373) %
Loss on business held for sale 495  —  495 
Asset impairments and restructuring charges, net 5  2  3 
Earnings before interest and taxes excluding non-core items 132  137  (5) (4) %

Sales revenue in second quarter 2021 increased compared to first quarter 2021 primarily due to higher selling prices, resulting from higher raw material prices.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Quarterly Report on Form 10-Q for first quarter 2021 for description of first quarter 2021 non-core items. Excluding these non-core items, EBIT decreased in second quarter 2021 compared to first quarter 2021 primarily due to $20 million of planned manufacturing site maintenance costs, partially offset by higher selling prices offsetting higher raw material and energy costs by $8 million and $5 million favorable product mix from sales of specialty products.

In April 2021, the Company completed the acquisition of 3F Food & Feed ("3F"), a manufacturer of additives for animal feed and human food for a preliminary purchase price of approximately $65 million, net of cash acquired. The acquisition of 3F is expected to enhance continued global growth of the AFP segment animal nutrition product lines.

In June 2021, Eastman entered into a definitive agreement to sell the rubber additives business of the AFP segment. Sales revenue for the tire additives product line represented 14 percent of 2020 AFP segment sales. See "Overview".

Advanced Materials Segment
Second Quarter First Six Months
Change     Change
2021 2020  $ % 2021 2020  $ %
(Dollars in millions)
Sales $ 769  $ 567  $ 202  36  % $ 1,485  $ 1,182  $ 303  26  %
Volume / product mix effect 177  31  %     271  23  %
Price effect 9  2  %     (1) —  %
Exchange rate effect 16  3  %     33  3  %
Earnings before interest and taxes $ 150  $ 64  $ 86  134  % $ 296  $ 164  $ 132  80  %
Asset impairments and restructuring charges, net 3  —  3  4  7  (3)
Accelerated depreciation —  —  —  4  —  4 
Earnings before interest and taxes excluding non-core items 153  64  89  139  % 304  171  133  78  %

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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Sales revenue in second quarter and first six months 2021 increased compared to second quarter and first six months 2020 primarily due to higher sales volume of advanced interlayers products sold into transportation end-markets, stronger demand in durables goods and electronics end-markets for specialty plastics products, and higher sales volume of performance films premium automotive products, resulting in a more favorable product mix.

Second quarter and first six months 2021 EBIT included asset impairments and restructuring charges resulting from a manufacturing facility closure. First six months 2021 and first six months 2020 EBIT included accelerated depreciation and asset impairment and restructuring charges, respectively, from a manufacturing facility closure. For more information regarding asset impairments and restructuring charges see Note 14, "Asset Impairments and Restructuring Charges, Net", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Excluding these non-core items, EBIT increased in second quarter 2021 compared to second quarter 2020. Several manufacturing facilities were temporarily idled in second quarter 2020, resulting in certain manufacturing costs being recognized in second quarter 2020 rather than being assigned to products in inventory and then recognized over several periods. The increase was primarily due to $138 million of higher sales volume and a favorable product mix and lower manufacturing costs. These lower costs were partially reduced by higher distribution costs and higher raw material and energy costs offsetting higher selling prices by $36 million.
Excluding these non-core items, EBIT increased in first six months 2021 compared to first six months 2020 primarily due to $184 million of higher sales volume and a favorable product mix, partially offset by higher distribution costs and higher raw material and energy costs totaling $47 million.
2021 Change
Second Quarter First Quarter  $ %
(Dollars in millions)
Sales $ 769  $ 716  $ 53  8  %
Volume / product mix effect 34  5  %
Price effect 20  3  %
Exchange rate effect (1) —  %
Earnings before interest and taxes $ 150  $ 146  $ 4  3  %
Asset impairments and restructuring charges, net 3  1  2 
Accelerated depreciation —  4  (4)
Earnings before interest and taxes excluding non-core items 153  151  2  1  %
Sales revenue in second quarter 2021 increased compared to first quarter 2021 primarily due to higher sales volume and higher selling prices. Higher sales volume was primarily due to stronger demand for specialty plastics in durable goods end-markets. Higher selling prices resulted from strong end-market demand for specialty plastics products and higher raw material and distribution prices.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Quarterly Report on Form 10-Q for first quarter 2021 for description of first quarter 2021 non-core items. Excluding these non-core items, EBIT increased in second quarter 2021 compared to first quarter 2021 primarily due to $25 million of higher sales volume, partially reduced by higher raw material and energy costs and higher distribution costs offsetting higher selling prices by $11 million and $9 million of higher growth initiative project costs.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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Chemical Intermediates Segment
Second Quarter First Six Months
Change     Change
2021 2020  $ % 2021 2020  $ %
(Dollars in millions)
Sales $ 736  $ 461  $ 275  60  % $ 1,341  $ 1,053  $ 288  27  %
Volume / product mix effect 34  7  %     (40) (4) %
Price effect 232  51  %     315  30  %
Exchange rate effect 9  2  %     13  1  %
Earnings before interest and taxes $ 137  $ 20  $ 117  585  % $ 206  $ 100  $ 106  106  %
Asset impairments and restructuring charges, net 7  2  5  11  3  8 
Earnings before interest and taxes excluding non-core item 144  22  122  555  % 217  103  114  111  %

Sales revenue in second quarter 2021 increased compared to second quarter 2020 primarily due to higher selling prices, resulting from higher raw material prices.

Sales revenue in first six months 2021 increased compared to first six months 2020 primarily due to higher selling prices, resulting from higher raw material prices. This increase was partially offset by lower sales volume, primarily due to the discontinued production of certain products at the Singapore manufacturing facility.

Second quarter and first six months 2021 and second quarter and first six months 2020 EBIT included restructuring charges resulting from the discontinued production of certain products. For more information regarding asset impairments and restructuring charges see Note 14, "Asset Impairments and Restructuring Charges, Net", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Excluding this non-core item, EBIT increased in second quarter 2021 compared to second quarter 2020 primarily due to higher selling prices offsetting higher raw material and energy costs by $114 million.

Excluding this non-core item, EBIT increased in first six months 2021 compared to first six months 2020 primarily due to higher selling prices offsetting higher raw material and energy costs by $131 million, partially offset by $18 million of lower sales volume.

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2021 Change
Second Quarter First Quarter  $ %
(Dollars in millions)
Sales $ 736  $ 605  $ 131  22  %
Volume / product mix effect 18  3  %
Price effect 113  19  %
Exchange rate effect —  —  %
Earnings before interest and taxes $ 137  $ 69  $ 68  99  %
Asset impairments and restructuring charges, net 7  4  3 
Earnings before interest and taxes excluding non-core item 144  73  71  97  %

Sales revenue in second quarter 2021 increased compared to first quarter 2021 primarily due to higher selling prices, resulting from higher raw material prices.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Quarterly Report on Form 10-Q for first quarter 2021 for description of first quarter 2021 non-core item. Excluding this non-core item, EBIT increased in second quarter 2021 compared to first quarter 2021 primarily due to higher selling prices offsetting higher raw material and energy costs by $83 million, partially attributed to the impact of Winter Storm Uri. This increase was partially offset by $9 million of planned manufacturing site maintenance costs.

Fibers Segment
Second Quarter First Six Months
Change     Change
2021 2020  $ % 2021 2020  $ %
(Dollars in millions)
Sales $ 223  $ 211  $ 12  6  % $ 440  $ 423  $ 17  4  %
Volume / product mix effect 15  7  %     20  5  %
Price effect (5) (2) %     (6) (1) %
Exchange rate effect 2  1  %     3  —  %
Earnings before interest and taxes $ 37  $ 46  $ (9) (20) % $ 82  $ 99  $ (17) (17) %

Sales revenue in second quarter and first six months 2021 increased compared to second quarter and first six months 2020 primarily due to higher sales volume of textile products attributed to strengthened end-market demand. Acetate tow sales volume was relatively unchanged.
EBIT decreased in second quarter and first six months 2021 compared to second quarter and first six months 2020 primarily due to lower selling prices and higher raw material and energy costs totaling $8 million and $12 million, respectively.
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2021 Change
Second Quarter First Quarter  $ %
(Dollars in millions)
Sales $ 223  $ 217  $ 6  3  %
Volume / product mix effect 6  3  %
Price effect —  —  %
Exchange rate effect —  —  %
Earnings before interest and taxes $ 37  $ 45  $ (8) (18) %
Sales revenue in second quarter 2021 increased compared to first quarter 2021 primarily due to higher sales volume, resulting from strengthened textile products end-market demand.
EBIT decreased in second quarter 2021 compared to first quarter 2021 primarily due to $4 million of planned manufacturing site maintenance costs and $4 million of higher raw material and energy costs.

Other
Second Quarter First Six Months
2021 2020 2021 2020
(Dollars in millions)
Loss before interest and taxes
Growth initiatives and businesses not allocated to operating segments $ (39) $ (28) $ (68) $ (51)
Pension and other postretirement benefits income (expense), net not allocated to operating segments 27  20  54  41 
Asset impairments and restructuring charges, net —  (11) —  (11)
Other income (charges), net not allocated to operating segments —  (1) (4) (7)
Loss before interest and taxes $ (12) $ (20) $ (18) $ (28)
Asset impairments and restructuring charges, net —  11  —  11 
Loss before interest and taxes excluding non-core items (12) (9) (18) (17)

Costs related to growth initiatives, R&D costs, certain components of pension and other postretirement benefits, and other expenses and income not identifiable to an operating segment are not included in operating segment results for any of the periods presented and are included in "Other". In second quarter and first six months 2020, the Company recognized $8 million of asset impairments and $3 million in contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including AvraTM performance fibers.

SALES BY CUSTOMER LOCATION
Sales Revenue
  Second Quarter First Six Months
Change Change
(Dollars in millions) 2021 2020 $ % 2021 2020  $ %
United States and Canada $ 1,197  $ 786  $ 411  52  % $ 2,201  $ 1,766  $ 435  25  %
Asia Pacific 611  523  88  17  % 1,219  1,018  201  20  %
Europe, Middle East, and Africa 688  526  162  31  % 1,344  1,157  187  16  %
Latin America 157  89  68  76  % 298  224  74  33  %
Total Eastman Chemical Company $ 2,653  $ 1,924  $ 729  38  % $ 5,062  $ 4,165  $ 897  22  %

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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Sales revenue increased 38 percent and 22 percent, respectively in second quarter and first six months 2021 compared to second quarter and first six months 2020 due to increases in sales revenue across all regions. Higher sales revenue was primarily due to higher sales volume (up 20 percent and 10 percent, respectively) and higher selling prices (up 16 percent and 9 percent, respectively) across all regions. The most significant increase in sales revenue occurred in United States and Canada, primarily due to higher selling prices and sales volume in the CI and AFP segments. The increase in Asia Pacific was partially offset by lower sales volume in the CI segment primarily resulting from the previously reported discontinued production at the Singapore manufacturing facility.

Further discussion by operating segment is presented in "Summary by Operating Segment" in this MD&A.

LIQUIDITY AND OTHER FINANCIAL INFORMATION

Cash Flows

Cash flows from operations, cash and cash equivalents, and the other sources of liquidity described below are expected to be available and sufficient to meet foreseeable cash requirements. However, the Company's cash flows from operations can be affected by numerous factors including risks associated with global operations, raw material availability and cost, demand for and pricing of Eastman's products, capacity utilization, and other factors described under "Risk Factors" in this MD&A. Management believes maintaining a financial profile consistent with an investment grade credit rating is important to its long-term strategic and financial flexibility.
First Six Months
(Dollars in millions) 2021 2020
Net cash provided by (used in)
Operating activities $ 642  $ 607 
Investing activities (277) (201)
Financing activities (315) 94 
Effect of exchange rate changes on cash and cash equivalents (5) — 
Net change in cash and cash equivalents 45  500 
Cash and cash equivalents at beginning of period 564  204 
Cash and cash equivalents at end of period $ 609  $ 704 
 
Cash provided by operating activities increased $35 million in first six months 2021 compared with first six months 2020 due to higher net earnings excluding loss on business held for sale partially offset by higher increases in net working capital (trade receivables, inventories, and trade payables) primarily due to improved economic and business conditions.

Cash used in investing activities increased $76 million in first six months 2021 compared with first six months 2020 primarily due to an acquisition in the AFP segment.

Cash used in financing activities was $315 million in first six months 2021 compared to $94 million cash provided by financing activities in first six months 2020, primarily due to lower net proceeds from borrowings, primarily the Term Loan borrowings, and a net decrease in commercial paper borrowings.

  First Six Months
(Dollars in millions) 2021 2020
Net cash provided by operating activities $ 642  $ 607 
Capital expenditures (198) (196)
Free cash flow $ 444  $ 411 

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Working Capital Management and Off Balance Sheet Arrangements

Eastman applies a proactive and disciplined approach to working capital management to optimize cash flow and to enable a full range of capital allocation options in support of the Company's strategy. Eastman expects to continue utilizing the programs described below to support free cash flow consistent with our past practices.

The Company has an off balance sheet, uncommitted accounts receivable factoring program under which entire invoices may be sold, without recourse, to third-party financial institutions. Available capacity under these agreements, which the Company uses as a routine source of working capital funding, is dependent on the level of accounts receivable eligible to be sold and the financial institutions' willingness to purchase such receivables. The total amounts sold in second quarter 2021 and 2020 were $298 million and $411 million, respectively, and $587 million and $868 million in first six months 2021 and 2020, respectively. Based on the original terms of receivables sold for certain agreements and actual outstanding balance of receivables under service agreements, the Company estimates that $162 million and $150 million of these receivables would have been outstanding as of June 30, 2021 and December 31, 2020, respectively, had they not been sold under these factoring agreements.

Eastman works with suppliers to optimize payment terms and conditions on accounts payable to enhance timing of working capital and cash flows. As part of these efforts, the Company introduced a voluntary supply chain finance program to provide suppliers with the opportunity to sell receivables due from Eastman to a participating financial institution. See Note 1, "Significant Accounting Policies", to the consolidated financial statements in Part II, Item 8 of the Company's 2020 Annual Report on Form 10-K for additional information.

Debt and Other Commitments

At June 30, 2021, the Company's borrowings totaled $5.5 billion with various maturities. The Company plans to repay the $300 million principal amount of the 3.5% notes due December 2021 at maturity in fourth quarter of 2021 using available cash. See Note 6, "Borrowings", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

See Note 9, "Leases and Other Commitments", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding operating leases, purchase commitments, and guarantees.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Other Financial Information - Debt and Other Commitments" in Part II, Item 7 of the Company's 2020 Annual Report on Form 10-K for information on other commitments.

Credit Facility and Commercial Paper Borrowings

The Company has access to a $1.50 billion revolving credit agreement (the "Credit Facility") expiring October 2023. Borrowings under the Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused commitment. The Credit Facility provides available liquidity for general corporate purposes and supports commercial paper borrowings. At June 30, 2021, the Company had no outstanding borrowings under the Credit Facility. At June 30, 2021, the Company's commercial paper borrowings were $25 million with a weighted average interest rate of 0.15 percent. See Note 6, "Borrowings", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The Credit Facility contains customary covenants, including requirements to maintain certain financial ratios, that determine the events of default, amounts available, and terms of borrowings. The Company was in compliance with all applicable covenants at both June 30, 2021 and December 31, 2020. As previously reported, in second quarter 2020 the Company amended the Credit Facility maximum debt covenants to reflect the higher cash balance to enhance liquidity due to, and the expected negative impact on operating results of, the COVID-19 pandemic and added a new restrictive covenant prohibiting stock repurchases through June 30, 2021 in the event certain financial ratios were exceeded. See the Current Report on Form 8-K filed May 6, 2020 for additional information on the amendments to the Credit Facility. The total amount of available borrowings under the Credit Facility was $1.50 billion as of June 30, 2021.

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Net Debt
  June 30, December 31,
(Dollars in millions) 2021 2020
Total borrowings $ 5,548  $ 5,618 
Less: Cash and cash equivalents 609  564 
Net debt (1)
$ 4,939  $ 5,054 
(1)Includes a non-cash decrease of $48 million in 2021 and a non-cash increase of $132 million in 2020 resulting from foreign currency exchange rates.

Capital Expenditures

Capital expenditures were $198 million and $196 million in first six months 2021 and 2020, respectively. Capital expenditures in first six months 2021 were primarily for the AM segment methanolysis plastic-to-plastic molecular recycling manufacturing facility in Kingsport, Tennessee, and other targeted growth initiatives and site modernization projects. The Company expects that 2021 capital expenditures will be between $500 million and $525 million.

Stock Repurchases and Dividends

In February 2018, the Company's Board of Directors authorized the repurchase of up to $2 billion of the Company's outstanding common stock at such times, in such amounts, and on such terms, as determined by management to be in the best interest of the Company. During first six months 2021, the Company repurchased 1,188,375 shares of common stock for a cost of $140 million. As of June 30, 2021, a total of 9,075,591 shares have been repurchased under this authorization for a total amount of $773 million.

CRITICAL ACCOUNTING ESTIMATES

In preparing the consolidated financial statements in conformity with GAAP, management must make decisions which impact the reported amounts and the related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions on which to base estimates and judgments that affect the reported amounts of assets, liabilities, sales revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, Eastman evaluates its estimates, including those related to impairment of long-lived assets, environmental costs, pension and other postretirement benefits, litigation and contingent liabilities, and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the critical accounting estimates described in Part II, Item 7 of the Company's 2020 Annual Report on Form 10-K are the most important to the fair presentation of the Company's financial condition and results. These estimates require management's most significant judgments in the preparation of the Company's consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

For information regarding the impact of recently issued accounting standards, see Note 1, "Significant Accounting Policies", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OUTLOOK

In 2021, management expects adjusted EPS to be between $8.80 and $9.20 and free cash flow to be greater than $1.1 billion. These expectations assume:
•continued economic activity recovery from the impact of COVID-19;
•increased sales volume, improved product mix, and above-market growth across specialty product lines due to innovation-driven growth model and continued recovery in key end-markets;
•lower costs from improved capacity utilization in 2021 due to aggressive inventory actions in 2020;
•cost structure similar to 2020 due to structural cost savings from transformation of businesses and operations;
•timing of price increases in response to higher raw material and energy costs and higher distribution costs to negatively impact financial results;
•interest expense of approximately $200 million;
•the full-year effective tax rate on adjusted earnings before income tax to be between 15 and 16 percent;
•capital expenditures between $500 million and $525 million;
•depreciation and amortization of approximately $540 million; and
•completion of the rubber additives business divestiture during second half 2021.

In addition, the Company expects net debt reduction of approximately $300 million and share repurchases of approximately $400 million.

The Company's 2021 financial results forecasts do not include non-core, unusual, or non-recurring items. Accordingly, management is unable to reconcile projected earnings excluding non-core, unusual, or non-recurring items to project reported GAAP earnings without unreasonable efforts.

See "Risk Factors" below.

RISK FACTORS

In addition to factors described elsewhere in this Quarterly Report, the following are the material known factors, risks, and uncertainties that could cause actual results to differ materially from those under "Outlook" and in the forward-looking statements made in this Quarterly Report and elsewhere from time to time. See "Forward-Looking Statements". The following risk factors are not necessarily presented in the order of importance. In addition, there may be other factors, not currently known to the Company, which could, in the future, materially adversely affect the Company, its business, financial condition, or results of operations. This and other related disclosures made by the Company in this Quarterly Report and elsewhere from time to time, represents management's best judgment as of the date the information is given. The Company does not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public Company disclosures (such as in filings with the Securities and Exchange Commission or in Company press releases) on related subjects.

Risks Related to Global Economy and Industry Conditions

Continued uncertain conditions in the global economy and the financial markets could negatively impact the Company.

The Company's business and operating results were impacted by the last global recession, and its related impacts, such as the credit market crisis, declining consumer and business confidence, fluctuating commodity prices, volatile exchange rates, and other challenges that impacted the global economy. Similarly, as a company which operates and sells products worldwide, uncertainty in the global economy and global capital markets (including resulting from the continuing COVID-19 pandemic) have impacted and may adversely impact demand for certain Eastman products and, accordingly results of operations, and may adversely impact the Company's financial condition and cash flows and ability to access the credit and capital markets under attractive rates and terms and negatively impact the Company's liquidity or ability to pursue certain growth initiatives.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Volatility in costs for strategic raw material and energy commodities or disruption in the supply of these commodities could adversely impact the Company's financial results.

Eastman is reliant on certain strategic raw material and energy commodities for its operations and utilizes risk management tools, including hedging, as appropriate, to mitigate market fluctuations in raw material and energy costs. These risk mitigation measures do not eliminate all exposure to market fluctuations and may limit the Company from fully benefiting from lower raw material costs and, conversely, offset the impact of higher raw material costs. In addition, the global COVID-19 pandemic, which has adversely impacted cost and availability of commodities, natural disasters, plant interruptions, supply chain disruptions, changes in laws or regulations, war or other outbreak of hostilities or terrorism, and breakdown or degradation of transportation and supply chain infrastructure used for delivery of strategic raw material and energy commodities could adversely impact, both the cost and availability of these commodities.

The Company's substantial global operations subject it to risks of doing business in other countries, including U.S. and non-U.S. trade relations, which could adversely impact its business, financial condition, and results of operations.

More than half of Eastman's sales for 2020 were to customers outside of North America. The Company expects sales from international markets to continue to represent a significant portion of its sales. Also, a significant portion of the Company's manufacturing capacity is located outside of the United States. Accordingly, the Company's business is subject to risks related to the differing legal, political, cultural, social and regulatory requirements, and economic conditions of many jurisdictions including the unique geographic impacts of the global COVID-19 pandemic. Fluctuations in exchange rates may impact product demand and may adversely impact the profitability in U.S. dollars of products and services provided in foreign countries. In addition, the U.S. and foreign countries have imposed and may impose additional taxes or otherwise tax Eastman's foreign income (see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Income Taxes" in Part II, Item 7 of the Company's 2020 Annual Report on Form 10-K), or adopt or increase restrictions on foreign trade or investment, including currency exchange controls, tariffs or other taxes, or limitations on imports or exports (including recent and proposed changes in U.S. trade policy and resulting retaliatory actions by other countries, including China, which have recently reduced and which may increasingly reduce demand for and increase costs of impacted products or result in U.S.-based trade counterparties limiting trade with U.S.-based companies or non-U.S. customers limiting their purchases from U.S.-based companies). Certain legal and political risks are also inherent in the operation of a company with Eastman's global scope. For example, it may be more difficult for Eastman to enforce its agreements or collect receivables through foreign legal systems, and the laws of some countries may not protect the Company's intellectual property rights to the same extent as the laws of the U.S. Failure of foreign countries to have laws to protect Eastman's intellectual property rights or an inability to effectively enforce such rights in foreign countries could result in loss of valuable proprietary information. There is also risk that foreign governments may nationalize private enterprises in certain countries where Eastman operates. Social and cultural norms in certain countries may not support compliance with Eastman's corporate policies including those that require compliance with substantive laws and regulations. Also, changes in general economic and political conditions in countries where Eastman operates are a risk to the Company's financial performance. As Eastman continues to operate its business globally, its success will depend, in part, on its ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to its multinational operations will not have an adverse impact on Eastman's business, financial condition, or results of operations.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Risks Related to the Company's Business and Strategy

The Company's business is subject to operating risks common to chemical manufacturing businesses, including cybersecurity risks, any of which could disrupt manufacturing operations or related infrastructure and adversely impact results of operations.

As a global specialty materials company, Eastman's business is subject to operating risks common to chemical manufacturing, storage, handling, and transportation, including explosions, fires, inclement weather, natural disasters, mechanical failure, unscheduled downtime, transportation and supply chain interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases. Significant limitation on the Company's ability to manufacture products due to disruption of manufacturing operations or related infrastructure could have a material adverse impact on the Company's sales revenue, costs, results of operations, credit ratings, and financial condition. Disruptions could occur due to internal factors such as computer or equipment malfunction (accidental or intentional), operator error, or process failures; or external factors such as supply chain disruption, computer or equipment malfunction at third-party service providers, natural disasters, changes in laws or regulations, war or other outbreak of hostilities or terrorism, cyber attacks, or breakdown or degradation of transportation and supply chain infrastructure used for delivery of supplies to the Company or for delivery of products to customers. The Company has in the past experienced cyber attacks and breaches of its computer information systems, although none of these have had a material adverse impact on the Company's operations and financial results. While the Company remains committed to managing cyber related risk, no assurances can be provided that any future disruptions due to these, or other, circumstances will not have a material impact on operations (see "Business - Eastman Chemical Company General Information - Information Security" in Part I, Item 1 of the Company's 2020 Annual Report on Form 10-K). Unplanned disruptions of manufacturing operations or related infrastructure could be significant in scale and could negatively impact operations, neighbors, and the environment, and could have a negative impact on the Company's results of operations. As previously reported, manufacturing operations and earnings have previously been negatively impacted by the 2017 coal gasification explosion at the Kingsport manufacturing facility and the 2018 third-party supplier operational disruptions at the Texas City and Longview, Texas manufacturing facilities.

Growth initiatives may not achieve desired business or financial objectives and may require significant resources in addition to or different from those available or in excess of those estimated or budgeted for such initiatives.

Eastman continues to identify and pursue growth opportunities through both organic and inorganic initiatives. These growth opportunities include development and commercialization or licensing of innovative new products and technologies and related employee leadership, expertise, skill development and retention, expansion into new markets and geographic regions, alliances, ventures, and acquisitions that complement and extend the Company's portfolio of businesses and capabilities. Such initiatives are necessarily constrained by availability and development of additional resources, including development, attraction, and retention of employee leadership, application development, and sales and marketing talent and capabilities. There can be no assurance that such innovation, development and commercialization or licensing efforts, investments, or acquisitions and alliances (including integration of acquired businesses) will receive necessary governmental or regulatory approvals, or result in financially successful commercialization of products, or acceptance by existing or new customers, or successful entry into new markets or otherwise achieve their underlying strategic business objectives or that they will be beneficial to the Company's results of operations. There also can be no assurance that capital projects for growth efforts can be completed within the time or at the costs projected due, among other things, to demand for and availability of construction materials and labor and obtaining regulatory approvals and operating permits and reaching agreement on terms of key agreements and arrangements with potential suppliers and customers. Any such delays or cost overruns or the inability to obtain such approvals or to reach such agreements on acceptable terms could negatively impact the returns from any proposed or current investments and projects.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Significant acquisitions expose the Company to risks and uncertainties, the occurrence of any of which could materially adversely affect the Company's business, financial condition, and results of operations.

While acquisitions have been and continue to be a part of Eastman's growth strategy, acquisitions of large companies and businesses (such as the previous acquisitions of Taminco Corporation and Solutia, Inc.) subject the Company to a number of risks and uncertainties, the occurrence of any of which could have a material adverse effect on Eastman. These include, but are not limited to, the possibilities that the actual and projected future financial performance of the acquired business may be significantly worse than expected and that, as reported in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Impairment of Long-Lived Assets - Goodwill" in Part II, Item 7 of the Company's 2020 Annual Report on Form 10-K, the carrying values of goodwill and certain assets from acquisitions may, as has been the case for certain acquired assets primarily in the AFP segment, be impaired resulting in charges to future earnings; that significant additional indebtedness may constrain the Company's ability to access the credit and capital markets at attractive interest rates and favorable terms, which may negatively impact the Company's liquidity or ability to pursue certain growth initiatives; that the Company may not be able to achieve the cost, revenue, tax, or other "synergies" expected from any acquisition, or that there may be delays in achieving any such synergies; that management's time and effort may be dedicated to the new business resulting in a loss of focus on the successful operation of the Company's existing businesses; and that the Company may be required to expend significant additional resources in order to integrate any acquired business into Eastman or that the integration efforts will not achieve the expected benefits.

Risks Related to Regulatory Changes and Compliance

Legislative, regulatory, or voluntary actions, including associated with physical impacts of climate change, could increase the Company's future health, safety, and environmental compliance costs.

Eastman, its facilities, and its businesses are subject to complex health, safety, and environmental laws, regulations, and related voluntary actions, both in the U.S. and internationally, which require and will continue to require significant expenditures to remain in compliance with such laws, regulations, and voluntary actions. The Company's accruals for such costs and associated liabilities are subject to changes in estimates on which the accruals are based. For example, any amount accrued for environmental matters reflects the Company's assumptions about remediation requirements at the contaminated site, the nature of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number of and financial viability of other potentially responsible parties. Changes in the estimates on which the accruals are based, unanticipated government enforcement action, or changes in health, safety, environmental, chemical control regulations and actions, and testing requirements could result in higher costs. Specifically, future changes in legislation and regulation and related voluntary actions associated with physical impacts of climate change may increase the likelihood that the Company's manufacturing facilities will in the future be impacted by carbon requirements, regulation of greenhouse gas emissions, and energy policy, and may result in capital expenditures, increases in costs for raw materials and energy, limitations on raw material and energy source and supply choices, and other direct and indirect compliance costs. See "Business - Eastman Chemical Company General Information - Compliance With Environmental and Other Government Regulations" in Part I, Item 1 of the Company's 2020 Annual Report on Form 10-K.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Eastman has exposure to various market risks principally due to changes in foreign currency exchange rates, the pricing of various commodities, and interest rates. In an effort to manage these risks, the Company employs various strategies, including pricing, inventory management, and hedging. The Company enters into derivative contracts which are governed by policies, procedures, and internal processes set forth by its Board of Directors.

The Company determines its exposures to market risk by utilizing sensitivity analyses, which measure the potential losses in fair value resulting from one or more selected hypothetical changes in foreign currency exchange rates, commodity prices, or interest rates. For more information regarding exposures, refer to Part II, Item 7A of the Company's 2020 Annual Report on Form 10-K.

There have been no material changes to the Company's market risks from those disclosed in Part II, Item 7A of the Company's 2020 Annual Report on Form 10-K.

ITEM 4.CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures

Eastman maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that as of June 30, 2021, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed was accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial reporting that occurred during the second quarter of 2021 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II.OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

General

From time to time, Eastman and its operations are parties to, or targets of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which are handled and defended in the ordinary course of business. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations, or cash flows. Consistent with the requirements of Securities and Exchange Commission Regulation S-K, Item 103, the Company’s threshold for disclosing any environmental legal proceeding involving a governmental authority is potential monetary sanctions that management believes will exceed $1 million.

Solutia Legacy Torts Claims Litigation

Pursuant to an Amended and Restated Settlement Agreement effective February 28, 2008 between Solutia, Inc. ("Solutia") and Monsanto Company ("Monsanto") in connection with Solutia's emergence from Chapter 11 bankruptcy proceedings (the "Monsanto Settlement Agreement"), Monsanto is responsible for the defense and indemnification of Solutia against any Legacy Tort Claims (as defined in the Monsanto Settlement Agreement) and Solutia has agreed to retain responsibility for certain tort claims, if any, that may arise from Solutia's conduct after its spinoff from Pharmacia Corporation (f/k/a Monsanto), which occurred on September 1, 1997. Solutia, which became a wholly-owned subsidiary of Eastman upon Eastman's acquisition of Solutia in July 2012, has been named as a defendant in several such proceedings, and has submitted the matters to Monsanto, which was acquired by Bayer AG in June 2018, as Legacy Tort Claims. To the extent these matters are not within the meaning of Legacy Tort Claims, Solutia could potentially be liable thereunder. In connection with the completion of its acquisition of Solutia, Eastman guaranteed the obligations of Solutia and Eastman was added as an indemnified party under the Monsanto Settlement Agreement.

ITEM 1A.RISK FACTORS

For identification and discussion of the material risks applicable to the Company and its business, see "Risk Factors" in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this Quarterly Report on Form 10-Q.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Purchases of Equity Securities by the Issuer

In February 2018, the Company's Board of Directors authorized the repurchase of up to $2 billion of Company's outstanding common stock at such times, in such amounts, and on such terms, as determined by management to be in the best interest of the Company. As of June 30, 2021, a total of 9,075,591 shares have been repurchased under this authorization for a total amount of $723 million. During first six months 2021, the Company repurchased 1,188,375 shares of common stock for a cost of $140 million. For additional information, see Note 12, "Stockholders' Equity", to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Period Total Number
of Shares
Purchased
Average Price Paid Per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plan
or Program 		Approximate Dollar
Value that May Yet Be Purchased Under the Plan or Program
April 1-30, 2021 354,831  $ 112.73  354,831  $ 1.287   billion
May 1-31, 2021 478,749  $ 125.33  478,749  $ 1.227   billion
June 1-30, 2021 —  $ —  —  $ 1.227   billion
Total 833,580  $ 119.96  833,580 
(1)Average price paid per share reflects the weighted average purchase price paid for shares.
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ITEM 6.EXHIBITS

Exhibits filed as part of this report are listed in the Exhibit Index.

EXHIBIT INDEX
Exhibit Number Description
   
3.01
3.02
4.01
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
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
4.08
4.09
4.10
4.11
4.12
4.13
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EXHIBIT INDEX
Exhibit Number Description
4.14
4.15
4.16
4.17
10.01
10.02 *
31.01 *
31.02 *
32.01 *
32.02 *
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF * Inline XBRL Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Label Linkbase Document
101.PRE * Inline XBRL Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Denotes exhibit filed or furnished herewith.
** Management contract or compensatory plan or arrangement filed pursuant to Item 601(b) (10) (iii) of Regulation S-K.
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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 thereunto duly authorized.
Eastman Chemical Company
Date: August 3, 2021 By: /s/ William T. McLain, Jr.
William T. McLain, Jr.
Senior Vice President and Chief Financial Officer

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Exhibit 10.02
EASTMAN CHEMICAL COMPANY
2021 DIRECTOR STOCK COMPENSATION SUBPLAN

(a Subplan of the 2021 Omnibus Stock Compensation Plan)


ARTICLE 1
PURPOSE

1.1.    PURPOSE. The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of Eastman Chemical Company or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Stock of the Company. The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s stockholders. The Plan replaces and supersedes the 2018 Director Stock Compensation Subplan of the 2017 Omnibus Stock Compensation Plan.

1.2.    ELIGIBILITY. Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.


ARTICLE 2
DEFINITIONS

2.1.    DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in the Omnibus Plan. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a)    “Committee” means the Nominating and Corporate Governance Committee of the Board.

(b)    “Deferred Compensation Plan” means the Eastman Directors’ Deferred Compensation Plan, as amended and restated October 6, 2016.

(c)    “Deferral Election Form” means the form designated by the Committee (or the Company as agent for the Committee) for making a Stock Deferral Election pursuant to Section 5.5 of the Plan. The Deferral Election Form shall be in such written or electronic format as may be specified by the Committee (or the Company as the Committee’s agent).

(d)    “Deferral Year” means a calendar year in which an Annual Restricted Stock Award will be awarded to an Eligible Participant and for which an Eligible Participant can make a Stock Deferral Election pursuant to Section 5.5 of the Plan.

(e)    “Effective Date” of the Plan has the meaning set forth in Section 7.4 hereof.

(f)    “Election Deadline” means the deadline established by the Committee (or the Company as the Committee’s agent) for making a Stock Deferral Election with respect to a Deferral Year. The Election Deadline shall in no event be later than December 31 of the calendar year immediately preceding the Deferral Year.

(g)    “Eligible Participant” means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that during any period a director is prohibited from participating in the Plan by his or her employer or otherwise waives participation in the Plan, such director shall not be an Eligible Participant.




Exhibit 10.02
(h)    “Omnibus Plan” means the Eastman Chemical Company 2021 Omnibus Stock Compensation Plan, or any subsequent equity compensation plan approved by the Board and designated as the Omnibus Plan for purposes of this Plan.

(i)    “Plan” means this Eastman Chemical Company 2021 Director Stock Compensation Subplan, as amended from time to time. The Plan is a subplan of the Omnibus Plan.

(j)    “Plan Year(s)” means the approximate twelve-month periods between annual meetings of the stockholders of the Company, which, for purposes of the Plan, are the periods for which equity Awards are earned.

(k)     “Stock Deferral Election” means an election made by an Eligible Participant to defer receipt of the Annual Restricted Stock Award to be granted to the Eligible Participant during a Deferral Year.

(l)    “Vested Deferred Share” has the meaning specified in Section 5.5.

(m)     “Vesting Date” has the meaning specified in Section 5.3.



ARTICLE 3
ADMINISTRATION

3.1.    ADMINISTRATION. The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s interpretation of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its stockholders, and Non-Employee Directors with Awards under the Plan. The Committee may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Committee. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 3.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

3.2.    RELIANCE. In administering the Plan, the Committee may rely upon any information furnished by the Company, its public accountants, and other experts. No individual will have personal liability by reason of anything done or omitted to be done by the Company or the Committee in connection with the Plan. This limitation of liability shall not be exclusive of any other limitation of liability to which any such person may be entitled under the Company’s Certificate of Incorporation or otherwise.


ARTICLE 4
SHARES

4.1.    SOURCE OF SHARES FOR THE PLAN. The shares of Stock that may be issued pursuant to the Plan shall be issued under the Omnibus Plan, subject to all of the terms and conditions of the Omnibus Plan. The terms contained in the Omnibus Plan are incorporated into and made a part of this Plan with respect to Restricted Stock Awards pursuant hereto and such Awards shall be governed by and construed in accordance with the Omnibus Plan. In the event of any actual or alleged conflict between the provisions of the Omnibus Plan and the provisions of this Plan, the provisions of the Omnibus Plan shall be controlling and determinative; provided that the provisions of Section 5.4 of this Plan (rather than those of Section 13.6 of the Omnibus Plan) shall control and be determinative in the event of a Change in Control. This Plan does not constitute a separate source of shares for the Awards described herein.



Exhibit 10.02
ARTICLE 5
RESTRICTED STOCK AWARDS


5.1.    INITIAL AWARD OF RESTRICTED STOCK. Subject to share availability under the Omnibus Plan, on the date that a new Non-Employee Director is initially elected or appointed to the Board, such director will receive a Restricted Stock Award. The number of shares of Restricted Stock to be awarded shall be established from time to time by the Board. Unless and until changed by the Board, the number of shares of Restricted Stock to be awarded in each initial Restricted Stock Award shall be determined by dividing $10,000 by the Fair Market Value of one share of Stock as of the award date, and rounding up to the nearest whole share (the “Initial Restricted Stock Award”). Non-Employee Directors shall be eligible to receive both an Initial Restricted Stock Award and an Annual Restricted Stock Award (as defined below) in his or her initial year of service. Such shares of Restricted Stock shall be evidenced by a written Award Notice in the form at the end of this Plan and shall be subject to such restrictions and risk of forfeiture as are described in the form of Award Notice and any other restrictions and terms determined by the Board, and shall be granted under and pursuant to the terms of the Omnibus Plan.

5.2.    ANNUAL AWARD OF RESTRICTED STOCK. Subject to share availability under the Omnibus Plan, on the date of each annual meeting of the Company’s stockholders, each Eligible Participant in service on the close of business on that date shall receive a Restricted Stock Award. The number of shares of Restricted Stock to be awarded shall be established from time to time by the Board. Unless and until changed by the Board, the number of shares of Restricted Stock to be awarded in each annual Restricted Stock Award for a full Plan Year shall be determined by dividing $100,000 by the Fair Market Value of one share of Stock as of the award date, and rounding up to the nearest whole share (the “Annual Restricted Stock Award”). Such shares of Restricted Stock shall be evidenced by a written Award Notice in the form at the end of this Plan and shall be subject to such restrictions and risk of forfeiture as are described in the form of Award Notice and any other restrictions and terms determined by the Board, and shall be granted under and pursuant to the terms of the Omnibus Plan.

5.3.    VESTING. Unless and until provided otherwise by the Board, the Initial Restricted Stock Awards and the Annual Restricted Stock Awards shall vest and all restrictions with respect thereto shall lapse only upon the earliest to occur of: (i) the date that is one (1) year from the date of grant (as determined by Section 5.5 of the Omnibus Plan), but only if the Non-Employee Director is still a director of the Company immediately prior to the election of directors at the annual meeting of stockholders as of such date; (ii) the date that his or her tenure as a director of the Company terminates by reason of death, Disability, resignation effective at an annual meeting of stockholders because he or she is no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or for another approved reason as determined by the Committee; or (iii) the date that his or her tenure as director of the Company terminates by reason of his or her failure to be reelected as a director in an election in which he or she consented to be named as a director nominee (each, a “Vesting Date”). If the grantee’s service as a director of the Company (whether or not in a Non-Employee Director capacity) terminates prior to the first anniversary of the date of grant other than as described in clause (ii) or (iii) of the foregoing sentence, then the grantee shall forfeit all of his or her right, title and interest in and to any unvested shares of Restricted Stock as of the date of such termination from the Board and such shares of Restricted Stock shall be reconveyed to the Company without further consideration or any act or action by the grantee.

5.4.    CHANGE IN CONTROL.

(a)    Vesting of Awards. Upon a Change in Control: (i) the terms of this Section 5.4 shall immediately become operative, without further action or consent by any person or entity; (ii) all conditions, restrictions, and limitations in effect on Restricted Stock Awards pursuant to this Plan shall immediately lapse as of the date of such event; (iii) no other terms, conditions, restrictions or limitations shall be imposed upon any such Awards on or after such date, and in no circumstance shall such Awards be forfeited on or after such date; and (iv) all such Awards shall automatically become one hundred percent (100%) vested immediately.

(b)    Valuation and Payment of Awards. Upon a Change in Control, each Non-Employee Director, whether or not continuing in service as a director of the Company in any capacity, shall be paid, in a single lump-sum cash payment, as soon as practicable but in no event later than seventy-five (75) days after the effective date of the Change in Control, the value of all of his or her outstanding



Exhibit 10.02
Restricted Stock Awards. For purposes of calculating the cash-out value of Awards for purposes of this Section 5.4, the Fair Market Value of Shares as of the date of the Change in Control shall be used as the Fair Market Value of the Shares.

5.5.    DEFERRAL OF RESTRICTED STOCK AWARDS.

(a)    An Eligible Participant may elect to defer receipt of the whole shares of Restricted Stock granted to the Eligible Participant during a Deferral Year as an Annual Restricted Stock Award. Such a Stock Deferral Election shall be made by the Eligible Participant by filing with the Committee (or with the Company as the Committee’s agent) a Deferral Election Form on or before the Election Deadline for the Deferral Year. A Stock Deferral Election shall become irrevocable on the first day of the Deferral Year to which it relates.

(b)    The shares of Restricted Stock under an Annual Restricted Stock Award for which a Stock Deferral Election is made under this Section 5.5 and which became vested pursuant to Section 5.3 (“Vested Deferred Shares”) shall be converted as of the Vesting Date to a credit under the Deferred Compensation Plan and shall be credited to an account under that plan. The amount credited to the Deferred Compensation Plan for the Vested Deferred Shares shall be equal to the Fair Market Value of such Vested Deferred Shares, determined as of the Vesting Date. No shares of Stock shall be issued with respect to the Vested Deferred Shares. An Eligible Participant’s rights with respect to amounts credited to the Deferred Compensation Plan with respect to Vested Deferred Shares shall be governed by the terms of the Deferred Compensation Plan.

(c)    An Eligible Participant who does not submit a valid Deferral Election Form to the Committee (or the Company as the Committee’s agent) on or before the Election Deadline for the Deferral Year shall have issued to him or her a certificate or certificates for unrestricted shares of Stock in accordance with the terms of his or her Award Notice and the terms of this Plan and the Omnibus Plan.


ARTICLE 6
AMENDMENT, MODIFICATION, AND TERMINATION

6.1.    AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from time to time, amend, modify, or terminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board, require stockholder approval under applicable laws, policies, or regulations or the applicable listing or other requirements of a securities exchange on which the Stock is listed or traded, then such amendment shall be subject to stockholder approval; and provided further, that the Board may condition any other amendment or modification on the approval of stockholders of the Company for any reason.

ARTICLE 7
GENERAL PROVISIONS

7.1.    ADJUSTMENTS. The adjustment provisions of the Omnibus Plan shall apply with respect to Awards outstanding or to be awarded or granted pursuant to this Plan.

7.2.    DURATION OF THE PLAN. The Plan shall remain in effect until terminated by the Board or until the earlier termination of the Omnibus Plan.

7.3.    EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by the Company.

7.4.    EFFECTIVE DATE. The Plan was adopted by the Board on May 6,2021, and became effective on that date (the “Effective Date”).



Exhibit 10.02
FORM OF NOTICE OF RESTRICTED STOCK AWARDS
UNDER THE EASTMAN CHEMICAL COMPANY
2021 DIRECTOR STOCK COMPENSATION SUBPLAN
OF THE 2021 OMNIBUS STOCK COMPENSATION PLAN


Grantee:

Number of Restricted Shares:

Date of Award:

1. Award of Restricted Stock. Eastman Chemical Company (“Company”) has granted to you, under the 2021 Director Stock Compensation Subplan of the 2021 Eastman Chemical Company Omnibus Stock Compensation Plan (the “Plan”), the number of Restricted Shares shown above (“Restricted Stock”) of its $.01 par value Common Stock (“Common Stock”) to be held as restricted stock under the terms of the Plan and this Award Notice (“Award Notice”). The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not defined herein shall have the respective meanings set forth in the Plan.

2. Lapse of Restrictions. The restrictions on transfer described below with respect to the Restricted Stock awarded to you hereunder will lapse upon the “Vesting Date”, which shall be the earliest of: (a) 4:00 p.m., Eastern Time, the first anniversary of the Date of Award, if and only if you are still a director of the Company immediately prior to the election of directors at the annual meeting of stockholders at the end of such one-year period; or (b) the date that your tenure as a director of the Company terminates by reason of death, disability, resignation effective at an annual meeting of stockholders because you are no longer qualified to serve as a director under Section 3.1 of the Bylaws of the Company, or for another approved reason as determined by the Nominating and Corporate Governance Committee of the Board of Directors; or (c) the date that your tenure as a director of the Company terminates by reason of completion of your then-current term in office and you fail to be reelected as a director to another term.

3. Book-Entry Registration. The Restricted Stock awarded pursuant to this Award Notice initially will be evidenced by book-entry registration only, without the issuance of a certificate representing such shares.

4. Issuance of Shares. Subject to the provisions of Sections 7 and 11 of this Award Notice, the Company shall, provided that the conditions to vesting specified in Section 2 of this Award Notice are satisfied, issue a certificate or certificates for unrestricted shares of Common Stock equal to the number of shares of Restricted Stock as promptly as practicable following the Vesting Date.

5. Restrictions on Transfer of Shares. Shares of Restricted Stock awarded under the Plan, and the right to vote such shares and to receive dividends thereon, may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged, or encumbered in any way prior to the Vesting Date, whether by operation of law or otherwise, except by will or the laws of descent and distribution. After the Vesting Date, the unrestricted shares of Common Stock may be issued during your lifetime only to you, except in the case of a permanent disability involving mental incapacity.

6. Rights as a Stockholder. Except as otherwise provided in the Plan or this Award Notice, prior to the Vesting Date, you will have all of the other rights of a stockholder with respect to the Restricted Stock, including, but not limited to, the right to receive such cash or other dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of stockholders of the Company.

7. Termination of Tenure as a Director. Upon termination of your tenure as a director of the Company prior to the Vesting Date, all of the Restricted Stock awarded to you shall be canceled and forfeited by you to the Company without the payment of any consideration by the Company. In such event, neither you nor your successors, heirs, assigns, or personal representatives will thereafter have any further rights or interest in or with respect to such shares.




Exhibit 10.02
8. Change in Control. Upon a Change in Control of the Company, the provisions of Section 5.4 of the Plan shall automatically and immediately become operative with respect to the Restricted Stock.

9. No Right to Continued Position on Board. Neither the Plan, the award of Restricted Stock, nor this Award Notice, shall give you any right to remain on the Company’s Board of Directors.

10. Restrictions on Issuance of Shares. If at any time the Company shall determine, in its sole discretion, that listing, registration, or qualification of the shares of Restricted Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or advisable as a condition to the award or issuance of certificate(s) for such Restricted Stock hereunder, such award or issuance may not be made in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

11. Deferral Elections. Notwithstanding any provision of this Award Notice to the contrary, any shares of Restricted Stock for which you have made a valid deferral election, and which cease to be subject to transfer restrictions and become nonforfeitable on the Vesting Date (the “Vested Deferred Shares”), shall be converted to a credit under the Eastman Directors’ Deferred Compensation Plan, in accordance with the provisions of the Plan. No certificate or certificates of Common Stock shall be issued with respect to such Vested Deferred Shares.

12. Plan Controls. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Notice, the provisions of the Plan shall be controlling and determinative.

13. Successors. This Award Notice shall be binding upon any successor of the Company, in accordance with the terms of this Award Notice and the Plan.


EASTMANLOGOA041A.JPG
Exhibit 31.01

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
 
Rule 13a - 14(a)/15d - 14(a) Certifications

I, Mark J. Costa, certify that:

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:

(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;

(b)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;

(c)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

(d)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

5.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):

(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

(b)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. 

Date:  August 3, 2021
 
/s/ Mark J. Costa
Mark J. Costa
Chief Executive Officer


EASTMANLOGOA043A.JPG
Exhibit 31.02

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
 
Rule 13a - 14(a)/15d - 14(a) Certifications
 
I, William T. McLain, Jr., certify that:

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:

(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;

(b)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;

(c)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

(d)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

5.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):

(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

(b)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. 

Date:  August 3, 2021
 
/s/ William T. McLain, Jr.
William T. McLain, Jr.
Senior Vice President and Chief Financial Officer


EASTMANLOGOA04A.JPG
Exhibit 32.01

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES

Section 1350 Certifications


In connection with the Quarterly Report of Eastman Chemical Company (the "Company") on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.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.

A signed original of this written statement required by Section 906 has been provided to Eastman Chemical Company and will be retained by Eastman Chemical Company and furnished to the Securities and Exchange Commission or its staff upon request.
 


Date:  August 3, 2021

/s/ Mark J. Costa
Mark J. Costa
Chief Executive Officer

 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.





EASTMANLOGOA042A.JPG
Exhibit 32.02

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES

Section 1350 Certifications


In connection with the Quarterly Report of Eastman Chemical Company (the "Company") on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.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.

A signed original of this written statement required by Section 906 has been provided to Eastman Chemical Company and will be retained by Eastman Chemical Company and furnished to the Securities and Exchange Commission or its staff upon request.


 
Date:  August 3, 2021

/s/ William T. McLain, Jr.
William T. McLain, Jr.
Senior Vice President and Chief Financial Officer

 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.