0000915389-12-000100.txt : 20121025 0000915389-12-000100.hdr.sgml : 20121025 20121025171514 ACCESSION NUMBER: 0000915389-12-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121025 DATE AS OF CHANGE: 20121025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN CHEMICAL CO CENTRAL INDEX KEY: 0000915389 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 621539359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12626 FILM NUMBER: 121162263 BUSINESS ADDRESS: STREET 1: PO BOX 511 STREET 2: 200 SOUTH WILCOX DRIVE CITY: KINGSPORT STATE: TN ZIP: 37660 BUSINESS PHONE: 4232292000 MAIL ADDRESS: STREET 1: P O BOX 511 B-54D CITY: KINGSPORT STATE: TN ZIP: 37662 8-K 1 a8kcoverpage.htm 8-K 8K Cover Page




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
October 25, 2012

EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)

 
 
 
 
 
Delaware
 
1-12626
 
62-1539359
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 

 
 
 
200 South Wilcox Drive, Kingsport, TN
 
37662
(Address of Principal Executive Offices)
 
(Zip Code)

(423) 229-2000
(Registrant’s Telephone Number, Including Area Code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





EASTMAN CHEMICAL COMPANY - EMN 
 
 

Item 2.02 Results of Operations and Financial Condition
 
On October 25, 2012, the registrant publicly released its financial results for third quarter 2012.  The full text of the release is furnished as Exhibit 99.01 to this Form 8-K, and is incorporated herein by reference.  This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





EASTMAN CHEMICAL COMPANY - EMN 
 
 

Item 9.01 Financial Statements and Exhibits:
 
(d) Exhibits
 
The following exhibit is furnished pursuant to Item 9.01:
 
99.01 Public release by the registrant on October 25, 2012 of third quarter 2012 financial results.





EASTMAN CHEMICAL COMPANY - EMN 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
 
Eastman Chemical Company 
 
 
     
 
By: /s/ Scott V. King
     Scott V. King
     Vice President, Controller and Chief Accounting Officer
 
 
 
Date:  October 25, 2012


EX-99.01 2 ex99_01.htm EXHIBIT ex99_01

Eastman Announces Third-Quarter 2012 Financial Results

KINGSPORT, Tenn., Oct. 25, 2012 - Eastman Chemical Company (NYSE:EMN) today announced earnings from continuing operations, excluding the items described in Table 4 of the accompanying third-quarter 2012 financial tables, of $1.57 per diluted share for third quarter 2012 versus $1.26 per diluted share for third quarter 2011. Reported earnings from continuing operations were $0.99 per diluted share in third quarter 2012 and $1.22 per diluted share in third quarter 2011.

“Our record performance after the Solutia acquisition reaffirms our confidence that we will continue to deliver year-over-year earnings growth,” said Jim Rogers, chairman and CEO. “Results were solid throughout the company, demonstrating the strength and diversity of our businesses in what remains a challenging global economic environment. Cash generation was also strong in the quarter, and we are on track to generate strong free cash flow for years to come.”

 
 
 
 
 
(In millions, except per share amounts)
 
3Q2012
 
3Q2011
Sales revenue
 
$2,259
 
$1,812
Pro forma combined sales revenue*
 
$2,259
 
$2,330
Earnings per diluted share from continuing operations        
 
$0.99
 
$1.22
Earnings per diluted share from continuing
operations excluding costs related to the Solutia acquisition and asset impairments and restructuring charges**
 
$1.57
 
$1.26
Net cash provided by operating activities    
 
$353
 
$212
 
 
 
 
 
*See “Solutia Acquisition” paragraph below and Table 2 in the accompanying third-quarter 2012 financial tables.
**For reconciliation to reported company and segment earnings, see Tables 3 and 4 in the accompanying third-quarter 2012 financial tables.

Sales revenue for third quarter 2012 was $2.3 billion, a 25 percent increase compared with third quarter 2011. Third-quarter 2012 included sales revenue from the acquired Solutia businesses. Pro forma combined sales revenue declined 3 percent due to lower selling prices partially offset by higher sales volume. The lower selling prices were primarily due to lower raw material and energy costs.

Operating earnings in third quarter 2012 were $263 million compared to $271 million in third quarter 2011.  Excluding costs related to the Solutia acquisition and asset impairments and restructuring charges, third-quarter 2012 operating earnings were $397 million compared to $278 million in third quarter 2011. Third-quarter 2012 included operating earnings from the acquired Solutia businesses. Pro forma combined operating earnings, excluding costs related to the Solutia acquisition and asset impairments and restructuring charges, were $397 million in third quarter 2012 compared with $359 million in third quarter 2011. Pro forma combined operating earnings increased due to lower raw material and energy costs and higher sales volume, partially offset by lower selling prices.






Segment Results 3Q 2012 versus 3Q 2011

Additives & Functional Products - Third-quarter 2012 included sales revenue and operating earnings from the acquired Solutia rubber materials product lines. Pro forma combined sales revenue declined slightly as higher sales volume was offset by lower selling prices. The higher sales volume was primarily in the solvents product lines and attributed to strengthened coatings demand in the U.S. and competitor manufacturing outages. The lower selling prices were in response to lower raw material and energy costs primarily in the solvents product lines. Third-quarter 2012 operating earnings included $19 million of additional costs of acquired Solutia inventories. Excluding these costs, pro forma combined operating earnings in third quarter 2012 increased to $105 million compared with operating earnings of $84 million in third quarter 2011 primarily due to higher sales volume and lower raw material and energy costs, which more than offset lower selling prices.

Adhesives & Plasticizers - Sales revenue was unchanged in third quarter 2012 compared to third quarter 2011 as higher sales volume was offset by lower selling prices. The higher sales volume was attributed to the continued substitution of phthalate plasticizers with non-phthalate plasticizers. Lower selling prices were primarily in response to lower raw material and energy costs. Operating earnings in third quarter 2012 increased to $73 million compared to $61 million in third quarter 2011 primarily due to higher sales volume and lower raw material and energy costs, which more than offset lower selling prices.

Advanced Materials - Third-quarter 2012 included sales revenue and operating earnings from the acquired Solutia advanced interlayers and performance films product lines. Pro forma combined sales revenue was unchanged. Operating earnings in third quarter 2012 included $39 million of additional costs of acquired Solutia inventories. Excluding these costs, pro forma combined operating earnings decreased to $57 million in third quarter 2012 from $63 million in third quarter 2011 due to lower sales volume in Europe for advanced interlayers product lines and lower capacity utilization.

Fibers - Sales revenue increased primarily due to higher selling prices in response to higher raw material and energy costs, particularly for wood pulp. Operating earnings were $98 million in both periods as higher selling prices were mostly offset by higher raw material and energy costs.

Specialty Fluids & Intermediates - Third-quarter 2012 included sales revenue and operating earnings from the acquired Solutia specialty fluids product lines. Pro forma combined sales revenue declined as lower selling prices were partially offset by higher sales volume. The lower selling prices, primarily for olefin derivative products, were in response to lower raw material and energy costs, particularly for propane and ethane. Operating earnings in third quarter 2012 included $17 million of additional costs of acquired Solutia inventories. Excluding these costs and $7 million in restructuring charges, primarily for severance associated with the acquisition and integration of Sterling, pro forma combined operating earnings in third quarter 2012 increased to $96 million compared to $76 million in third quarter 2011. The increase was primarily due to lower raw material and energy costs and the benefit of producing versus purchasing olefins, partially offset by lower selling prices.

Cash Flow
Eastman generated $353 million in cash from operating activities during third-quarter 2012, primarily due to strong net earnings.

Outlook

Commenting on the outlook for full year 2012, Rogers said: “The global economic environment remains challenging as we enter the seasonally slower fourth-quarter. We also anticipate higher raw material and energy costs toward the end of the year. However, given our current outlook of a stable economy we expect our business will continue to demonstrate strength as it has throughout the year. We are therefore raising our full year 2012 expectation slightly to earnings per share of between $5.30 and $5.40.” Solutia and other acquisition costs and charges, including financing, transaction, integration, and inventory costs, asset impairments and restructuring charges, net, and mark-to-market pension and OPEB adjustments are excluded from the earnings per share projection.





Solutia Acquisition

On July 2, 2012, the company completed the acquisition of Solutia Inc. Beginning third-quarter 2012, the company changed its reportable segments due to changes in the company's organization resulting from the Solutia acquisition. This news release includes a comparison of third-quarter 2012 and third-quarter 2011 results on a pro forma combined basis. The pro forma combined information assumes the acquisition of Solutia on January 1, 2011. For selected pro forma combined segment information, see the company's Current Report on Form 8-K furnished with the Securities and Exchange Commission on October 15, 2012.

As required by purchase accounting, the acquired Solutia inventories were marked to fair value. These inventories were sold in third quarter 2012 resulting in a one-time $75 million increase in cost of sales, net of the LIFO impact of these inventories. Third-quarter 2012 results of operations also included $22 million of Solutia acquisition and integration costs and $28 million of severance charges associated with the acquisition and integration of Solutia.

Eastman will host a conference call with industry analysts on October 26 at 8:00 a.m. Eastern Time. To listen to the live webcast of the conference call and view the accompanying slides, go to www.investors.eastman.com, Events & Presentations. To listen via telephone, the dial-in number is 913-312-1296, passcode number 4927608. A web replay, a replay in downloadable MP3 format, and the accompanying slides will be available at www.investors.eastman.com, Events & Presentations. A telephone replay will be available continuously from 11:00 a.m. EDT, October 26, to 11:00 a.m. EDT, November 5, at (888) 203-1112 or (719) 457-0820, passcode 4927608.

Forward-Looking Statements: This news release includes forward-looking statements concerning current expectations for economic conditions, sales volume, raw material and energy costs, and earnings for fourth quarter and full year 2012. Such expectations are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans, and are subject to a number of risks and uncertainties inherent in projecting future conditions, events, and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in the company's filings with the Securities and Exchange Commission, including the Form 10-Q filed for second quarter 2012 available, and the Form 10-Q to be filed for third quarter 2012 and to be available, on the Eastman web site at www.eastman.com in the Investors, SEC information section.

Eastman is a global specialty chemicals company that produces a broad range of advanced materials, additives and functional products, specialty chemicals, and fibers that are found in products people use every day.  As a world leader in the diverse markets it serves, Eastman is focused on delivering innovative and technology-based solutions while maintaining its commitment to safety and sustainability.  Serving customers in approximately 100 countries, Eastman had 2011 pro forma combined revenues, giving effect to the Solutia acquisition, of approximately $9.3 billion.  The company is based in Kingsport, Tennessee, USA, and, with the completion of the Solutia acquisition, now employs approximately 13,500 people around the world.  For more information, visit www.eastman.com.
# # #
Contacts:

Media:  Kristin Sturgill
423-229-2526 / ksturgill@eastman.com

Investors:  Greg Riddle
212-835-1620 / griddle@eastman.com





FINANCIAL INFORMATION
October 25, 2012

For use in the Eastman Chemical Company Conference Call
at 8:00 AM (EDT), October 26, 2012.
Table of Contents

Item
 
Page

 
 
 
Table 1
Statements of Earnings
1

 
 
 
Table 2A
Segment Sales Information
2

 
 
 
Table 2B
Segment Sales Information (Eastman and Solutia Combined Pro Forma)
2

 
 
 
Table 2C
Sales Revenue Change
3

 
 
 
Table 2D
Sales Revenue Change (Eastman and Solutia Combined Pro Forma)
4

 
 
 
Table 2E
Sales by Region
5

 
 
 
Table 2F
Sales by Region (Eastman and Solutia Combined Pro Forma)
5

 
 
 
Table 3A
Operating Earnings, Asset Impairments and Restructuring Charges (Gains), Net, Mark-to-Market Pension and Other Postretirement Benefits Adjustment, and Transaction and Integration Costs; Segment Operating Earnings Reconciliations
6

 
 
 
Table 3B
Operating Earnings, Asset Impairments and Restructuring Charges (Gains), Net, Mark-to-Market Pension and Other Postretirement Benefits Adjustment, and Transaction and Integration Costs; Segment Operating Earnings Reconciliations (Eastman and Solutia Combined Pro Forma)
8

 
 
 
Table 4
Operating Earnings, Earnings, and Earnings Per Share from Continuing Operations Reconciliation
10

 
 
 
Table 5
Statements of Cash Flows
12

 
 
 
Table 5A
Total Cash and Cash Equivalents and Short-Term Time Deposits
13

 
 
 
Table 5B
Net Cash Provided By Operating Activities Reconciliation and Free Cash Flow
13

 
 
 
Table 6
Selected Balance Sheet Items
13


The Company completed the sale of the polyethylene terephthalate ("PET") business, related assets at the Columbia, South Carolina, site, and technology of its Performance Polymers segment on January 31, 2011.  The PET business, assets, and technology sold were substantially all of the Performance Polymers segment.  Performance Polymers segment operating results are presented as discontinued operations for all periods presented and are therefore not included in results from continuing operations under accounting principles generally accepted in the United States ("GAAP").

On July 2, 2012, the Company completed its acquisition of Solutia Inc. ("Solutia"), a global leader in performance materials and specialty chemicals.  In the acquisition, each outstanding share of Solutia common stock was cancelled and converted automatically into the right to receive $22.00 in cash and 0.12 shares of Eastman common stock.  In total, 14.7 million shares of Eastman common stock were issued in the transaction.  The fair value of total consideration transferred was approximately $4.8 billion, consisting of cash of $2.6 billion, net of cash acquired; equity in the form of Eastman stock of approximately $700 million; and the assumption and subsequent repayment of Solutia's debt at fair value of approximately $1.5 billion. Beginning with third quarter 2012, the Company's consolidated results of operations include results of Solutia. For selected pro forma combined segment information, see the Company's Current Report on Form 8-K furnished with the Securities and Exchange Commission on October 15, 2012. 



As previously disclosed in the Form 8-K furnished on March 7, 2012, Eastman elected to change its method of accounting for actuarial gains and losses for its pension and other postretirement benefit ("OPEB") plans to a more preferable method permitted under GAAP.  The new method recognizes actuarial gains and losses in the Company's operating results in the year in which the gains and losses occur rather than amortizing them over future periods.  Under the new method of accounting, these gains and losses are measured annually at the plan's December 31 measurement date and recorded as a mark-to-market ("MTM") adjustment during the fourth quarter of each year.  Any interim remeasurements triggered by a curtailment, settlement, or significant plan changes will be recognized as an MTM adjustment in the quarter in which such remeasurement event occurs.  The new method has been retrospectively applied to financial results of all periods presented.  In first quarter 2011, the Company recognized a $15 million gain under the new accounting method due to the interim remeasurement of the OPEB plan obligation.  The exit of employees associated with the sale of the PET business triggered the interim MTM remeasurement.



 



Table 1 – Statements of Earnings
 
Third Quarter
 
First Nine Months
(Dollars in millions, except per share amounts; unaudited)
2012
2011
 
2012
2011
Sales
$
2,259

$
1,812

 
$
5,933

$
5,455

Cost of sales(1)
1,734

1,379

 
4,496

4,090

Gross profit
525

433

 
1,437

1,365

Selling, general and administrative expenses(1)
173

114

 
420

340

Research and development expenses
52

41

 
136

115

Asset impairments and restructuring charges (gains), net
37

7

 
37

(8
)
Operating earnings
263

271

 
844

918

Net interest expense
48

20

 
95

57

Other charges (income), net
(3
)
(3
)
 
19

(14
)
Earnings from continuing operations before income taxes
218

254

 
730

875

Provision for income taxes from continuing operations
64

80

 
240

281

Earnings from continuing operations
154

174

 
490

594

Earnings from discontinued operations, net of tax


 

9

Gain from disposal of discontinued operations, net of tax


 
1

31

Net earnings
$
154

$
174

 
$
491

$
634

Basic earnings per share
 

 

 
 

 

Earnings from continuing operations
$
1.01

$
1.25

 
$
3.43

$
4.22

Earnings from discontinued operations


 
0.01

0.29

Basic earnings per share
$
1.01

$
1.25

 
$
3.44

$
4.51

Diluted earnings per share
 

 

 
 

 

Earnings from continuing operations
$
0.99

$
1.22

 
$
3.35

$
4.12

Earnings from discontinued operations


 

0.28

Diluted earnings per share
$
0.99

$
1.22

 
$
3.35

$
4.40

 
 
 
 
 
 
Shares (in millions) outstanding at end of period
153.4

137.6

 
153.4

137.6

Shares (in millions) used for earnings per share calculation
 
 
 
 
 
Basic
152.9

139.1

 
142.8

140.6

Diluted
156.4

142.4

 
146.3

144.1

(1) 
Mark-to-market gain of $15 million in first nine months 2011 due to the interim remeasurement of the OPEB plan obligation, triggered by the exit of employees associated with the sale of the PET business.

 

1



Table 2A – Segment Sales Information
 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Sales by Segment
 
 
 
 
 
 
 
 
Additives & Functional Products
 
$
406

 
$
262

 
$
948

 
$
822

Adhesives & Plasticizers
 
348

 
349

 
1,094

 
1,060

Advanced Materials
 
559

 
278

 
1,166

 
918

Fibers
 
349

 
334

 
990

 
955

Specialty Fluids & Intermediates
 
592

 
589

 
1,728

 
1,700

Total Sales by Segment
 
2,254

 
1,812

 
5,926

 
5,455

Other
 
5

 

 
7

 

Total Eastman Chemical Company
 
$
2,259

 
$
1,812

 
$
5,933

 
$
5,455

 
 
 Table 2B – Segment Sales Information (Eastman and Solutia Combined Pro Forma)

 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Sales by Segment
 
 
 
 
 
 
 
 
Additives & Functional Products
 
$
406

 
$
412

 
$
1,229

 
$
1,278

Adhesives & Plasticizers
 
348

 
349

 
1,094

 
1,060

Advanced Materials
 
559

 
558

 
1,726

 
1,764

Fibers
 
349

 
334

 
990

 
955

Specialty Fluids & Intermediates
 
592

 
657

 
1,883

 
1,907

Total Sales by Segment
 
2,254

 
2,310

 
6,922

 
6,964

Other
 
5

 
20

 
29

 
61

Total Eastman Chemical Company
 
$
2,259

 
$
2,330

 
$
6,951

 
$
7,025



2




Table 2C – Sales Revenue Change
 
Third Quarter 2012 Compared to Third Quarter 2011
(Unaudited)
 
Change in Sales Revenue Due To
 
Revenue
% Change
Volume Effect
Price Effect
Exchange
Rate
Effect
 
 
 
 
 
Additives & Functional Products
55
 %
66
 %
(10
)%
(1
)%
Adhesives & Plasticizers
 %
6
 %
(4
)%
(2
)%
Advanced Materials
101
 %
103
 %
(1
)%
(1
)%
Fibers
4
 %
 %
4
 %
 %
Specialty Fluids & Intermediates
1
 %
16
 %
(14
)%
(1
)%
 
 
 
 
 
Total Eastman Chemical Company
25
 %
32
 %
(6
)%
(1
)%
 
 
 
 
 
First Nine Months 2012 Compared to First Nine Months 2011
(Unaudited)
 
Change in Sales Revenue Due To
 
Revenue
% Change
Volume Effect
Price Effect
Exchange
Rate
Effect
 
 
 
 
 
Additives & Functional Products
15
 %
20
 %
(4
)%
(1
)%
Adhesives & Plasticizers
3
 %
4
 %
 %
(1
)%
Advanced Materials
27
 %
25
 %
3
 %
(1
)%
Fibers
4
 %
(1
)%
5
 %
 %
Specialty Fluids & Intermediates
2
 %
6
 %
(4
)%
 %
 
 
 
 
 
Total Eastman Chemical Company
9
 %
10
 %
 %
(1
)%



3



Table 2D – Sales Revenue Change (Eastman and Solutia Combined Pro Forma)

 
Third Quarter 2012 Compared to Third Quarter 2011
(Unaudited)
 
Change in Sales Revenue Due To
 
Revenue
% Change
Volume Effect
Price Effect
Exchange
Rate
Effect
 
 
 
 
 
Additives & Functional Products
(1
)%
8
 %
(8
)%
(1
)%
Adhesives & Plasticizers
 %
6
 %
(4
)%
(2
)%
Advanced Materials
 %
3
 %
(1
)%
(2
)%
Fibers
4
 %
 %
4
 %
 %
Specialty Fluids & Intermediates
(10
)%
3
 %
(12
)%
(1
)%
 
 
 
 
 
Total Eastman Chemical Company
(3
)%
3
 %
(5
)%
(1
)%
 
 
 
 
 
First Nine Months 2012 Compared to First Nine Months 2011
(Unaudited)
 
Change in Sales Revenue Due To
 
Revenue
% Change
Volume Effect
Price Effect
Exchange
Rate
Effect
 
 
 
 
 
Additives & Functional Products
(4
)%
 %
(3
)%
(1
)%
Adhesives & Plasticizers
3
 %
4
 %
 %
(1
)%
Advanced Materials
(2
)%
(2
)%
2
 %
(2
)%
Fibers
4
 %
(1
)%
5
 %
 %
Specialty Fluids & Intermediates
(1
)%
2
 %
(3
)%
 %
 
 
 
 
 
Total Eastman Chemical Company
(1
)%
 %
 %
(1
)%



4



Table 2E – Sales by Region
 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Sales by Region
 
 
 
 
 
 
 
 
United States and Canada
 
$
1,036

 
$
978

 
$
3,026

 
$
2,900

Asia Pacific
 
627

 
433

 
1,470

 
1,264

Europe, Middle East, and Africa
 
468

 
323

 
1,143

 
1,048

Latin America
 
128

 
78

 
294

 
243

Total Eastman Chemical Company
 
$
2,259

 
$
1,812

 
$
5,933

 
$
5,455



Table 2F – Sales by Region (Eastman and Solutia Combined Pro Forma)

 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Sales by Region
 
 
 
 
 
 
 
 
United States and Canada
 
$
1,036

 
$
1,115

 
$
3,295

 
$
3,314

Asia Pacific
 
627

 
588

 
1,778

 
1,733

Europe, Middle East, and Africa
 
468

 
506

 
1,506

 
1,619

Latin America
 
128

 
121

 
372

 
359

Total Eastman Chemical Company
 
$
2,259

 
$
2,330

 
$
6,951

 
$
7,025




5


Table 3A - Operating Earnings, Asset Impairments and Restructuring Charges (Gains), Net, Mark-to-Market Pension and Postretirement Benefits Adjustment, and Transaction and Integration Costs; Segment Operating Earnings Reconciliations
 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Operating Earnings by Segment and Item
 
 
 
 
 
 
 
 
Additives & Functional Products
 
 
 
 
 
 
 
 
Operating earnings
 
$
86

 
$
51

 
$
215

 
$
182

Additional costs of acquired Solutia inventories (1)
 
19

 

 
19

 

Excluding item
 
105

 
51

 
234

 
182

Adhesives & Plasticizers
 
 

 
 

 
 

 
 

Operating earnings
 
73

 
61

 
211

 
201

Advanced Materials
 
 

 
 

 
 

 
 

Operating earnings
 
18

 
34

 
86

 
111

Additional costs of acquired Solutia inventories (1)
 
39

 

 
39

 

Excluding item
 
57

 
34

 
125

 
111

Fibers
 
 

 
 

 
 

 
 

Operating earnings
 
98

 
98

 
295

 
281

Specialty Fluids & Intermediates
 
 
 
 
 
 
 
 
Operating earnings
 
79

 
54

 
204

 
179

Additional costs of acquired Solutia inventories (1)
 
17

 

 
17

 

     Asset impairments and restructuring charges (2)
 

 
7

 

 
7

Excluding items
 
96

 
61

 
221

 
186

Total Operating Earnings by Segment
 
 
 
 
 
 
 
 
Operating earnings
 
354

 
298

 
1,011

 
954

Additional costs of acquired Solutia inventories
 
75

 

 
75

 

     Asset impairments and restructuring charges
 

 
7

 

 
7

Excluding items
 
$
429

 
$
305

 
$
1,086

 
$
961

 

(1) 
As required by purchase accounting, the acquired inventories were marked to fair value. These inventories were sold in third quarter 2012 resulting in a one-time increase in cost of sales, net of the LIFO impact for these inventories.
(2) 
Restructuring charges primarily for severance associated with the acquisition and integration of Sterling.



6


Table 3A - Operating Earnings, Asset Impairments and Restructuring Charges (Gains), Net, Mark-to-Market Pension and Postretirement Benefits Adjustment, and Transaction and Integration Costs; Segment Operating Earnings Reconciliations (Continued)
 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Other (1)
 
 
 
 
 
 
 
 
Operating earnings (loss)
 
 
 
 
 
 
 
 
Growth initiatives (1)
 
$
(36
)
 
$
(17
)
 
$
(84
)
 
$
(29
)
Pension and OPEB costs not allocated to operating segments
 
(5
)
 
(10
)
 
(18
)
 
(7
)
Transaction, integration, and severance costs related to the acquisition of Solutia
 
(50
)
 

 
(65
)
 

Operating loss before exclusions
 
(91
)
 
(27
)
 
(167
)
 
(36
)
Transaction and integration costs related to the acquisition of Solutia
 
22

 

 
37

 

Mark-to-market pension and other postretirement benefits adjustment (2)
 

 

 

 
(15
)
Asset impairments and restructuring charges (gains), net (3)
 
37

 

 
37

 
(15
)
Operating loss excluding items
 
(32
)
 
(27
)
 
(93
)
 
(66
)
Total Eastman Chemical Company
 
 
 
 
 
 
 
 
Total operating earnings
 
263

 
271

 
844

 
918

Additional costs of acquired Solutia inventories
 
75

 

 
75

 

Transaction and integration costs related to the acquisition of Solutia
 
22

 

 
37

 

Mark-to-market pension and other postretirement benefits adjustment
 

 

 

 
(15
)
Asset impairments and restructuring charges (gains), net
 
37

 
7

 
37

 
(8
)
Total operating earnings excluding items
 
$
397

 
$
278

 
$
993

 
$
895


(1) 
Research and development, pension and OPEB, and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown as "other" operating earnings (loss).
(2) 
Mark-to-market gain in first nine months 2011 due to the interim remeasurement of the OPEB plan obligation, triggered by the exit of employees associated with the sale of the PET business.
(3) 
Third quarter and first nine months 2012 severance related to the acquisition and integration of Solutia and asset impairments, primarily for land retained from Beaumont, Texas gasification project. Third quarter 2011 reflected $15 million gain from the sale of the previously impaired methanol and ammonia assets related to the terminated Beaumont, Texas industrial gasification project.



7


Table 3B - Operating Earnings, Asset Impairments and Restructuring Charges (Gains), Net, Mark-to-Market Pension and Postretirement Benefits Adjustment, and Transaction and Integration Costs; Segment Operating Earnings Reconciliations (Eastman and Solutia Combined Pro Forma)

 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Operating Earnings by Segment and Item
 
 
 
 
 
 
 
 
Additives & Functional Products
 
 
 
 
 
 
 
 
Operating earnings
 
$
86

 
$
84

 
$
287

 
$
314

Additional costs of acquired Solutia inventories
 
19

 

 
19

 

     Other operating income (expense) (1)
 

 

 

 
(17
)
Excluding items
 
105

 
84

 
306

 
297

Adhesives & Plasticizers
 
 

 
 

 
 

 
 

Operating earnings
 
73

 
61

 
211

 
201

Advanced Materials
 
 
 
 

 
 

 
 

Operating earnings
 
18

 
63

 
137

 
214

Additional costs of acquired Solutia inventories
 
39

 

 
39

 

     Asset impairments and restructuring charges (2)
 

 

 
5

 

Excluding items
 
57

 
63

 
181

 
214

Fibers
 
 

 
 

 
 

 
 

Operating earnings
 
98

 
98

 
295

 
281

Specialty Fluids & Intermediates
 
 
 
 
 
 
 
 
Operating earnings
 
79

 
69

 
249

 
224

Additional costs of acquired Solutia inventories
 
17

 

 
17

 

     Asset impairments and restructuring charges (3)
 

 
7

 

 
7

Excluding items
 
96

 
76

 
266

 
231

Total Operating Earnings by Segment
 
 
 
 
 
 
 
 
Operating earnings
 
354

 
375

 
1,179

 
1,234

Additional costs of acquired Solutia inventories
 
75

 

 
75

 

     Asset impairments and restructuring charges
 

 
7

 

 
7

Other operating income (expense)
 

 

 

 
(17
)
Excluding items
 
$
429

 
$
382

 
$
1,254

 
$
1,224

 

(1) 
Gains on certain other rubber chemicals divestitures.
(2) 
Acquisition related expenses on the Southwall Technologies Inc. acquisition.
(3) 
Restructuring charges primarily for severance associated with the acquisition and integration of Sterling.

8


Table 3B - Operating Earnings, Asset Impairments and Restructuring Charges (Gains), Net, Mark-to-Market Pension and Postretirement Benefits Adjustment, and Transaction and Integration Costs; Segment Operating Earnings Reconciliations (Eastman and Solutia Combined Pro Forma) (continued)

 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Other (1)
 
 
 
 
 
 
 
 
Operating earnings (loss)
 
 
 
 
 
 
 
 
Growth initiatives (1)
 
$
(36
)
 
$
10

 
$
(87
)
 
$
(5
)
Pension and OPEB costs not allocated to operating segments
 
(5
)
 
(10
)
 
(18
)
 
(6
)
Transaction, integration, and severance costs related to the acquisition of Solutia
 
(50
)
 

 
(90
)
 

Operating loss before exclusions
 
(91
)
 

 
(195
)
 
(11
)
Transaction and integration costs related to the acquisition of Solutia
 
22

 

 
62

 

Mark-to-market pension and other postretirement benefits adjustment (2)
 

 

 

 
(15
)
Asset impairments and restructuring charges (gains), net (3)(4)(5)
 
37

 
6

 
37

 
4

Other operating income (expense) (6)
 

 
(29
)
 

 
(29
)
Operating loss excluding items
 
(32
)
 
(23
)
 
(96
)
 
(51
)
Total Eastman Chemical Company
 
 
 
 
 
 
 
 
Total operating earnings
 
263

 
375

 
984

 
1,223

Additional costs of acquired Solutia inventories
 
75

 

 
75

 

Transaction and integration costs related to the acquisition of Solutia
 
22

 

 
62

 

Mark-to-market pension and other postretirement benefits adjustment
 

 

 

 
(15
)
Asset impairments and restructuring charges (gains), net
 
37

 
13

 
42

 
11

     Other operating income (expense)
 

 
(29
)
 

 
(46
)
Total operating earnings excluding items
 
$
397

 
$
359

 
$
1,163

 
$
1,173


(1) 
Research and development, pension and OPEB, and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown as "other" operating earnings (loss).
(2) 
Mark-to-market gain in first six months 2011 due to the interim remeasurement of the OPEB plan obligation, triggered by the exit of employees associated with the sale of the PET business.
(3) 
Third quarter and first nine months 2012 severance related to the acquisition and integration of Solutia and asset impairments, primarily for land retained from Beaumont, Texas gasification project. First nine months 2011 reflected $15 million gain from the sale of the previously impaired methanol and ammonia assets related to the terminated Beaumont, Texas industrial gasification project.
(4) 
Third quarter and first nine months 2011 severance, pension settlement, and other charges of $1 million and $14 million, respectively, related to the relocation of European regional headquarters.
(5) 
Third quarter and first nine months 2011 severance of $3 million and share-based compensation costs on executive officer separation agreement of $2 million.
(6) 
Gain related to the sale of remaining ownership interest in Ascend Performance Materials Holdings Inc.





9



Table 4 – Operating Earnings, Earnings, and Earnings Per Share From Continuing Operations Reconciliations

 
 
Third Quarter 2012
 
 
 
 
Earnings from Continuing Operations
(Dollars in millions, unaudited)
 
Operating
Earnings
 
Before Tax
 
After Tax
 
Per Diluted Share
As reported
 
$
263

 
$
218

 
$
154

 
$
0.99

Certain Items:
 
 
 
 
 
 
 
 
Additional costs of acquired Solutia inventories
 
75

 
75

 
53

 
0.34

Solutia transaction and integration costs
 
22

 
22

 
15

 
0.10

Asset impairments and restructuring charges (gains), net(1)
 
37

 
37

 
24

 
0.14

Excluding items
 
$
397

 
$
352

 
$
246

 
$
1.57


 
 
Third Quarter 2011
 
 
 
 
Earnings from Continuing Operations
(Dollars in millions, unaudited)
 
Operating
Earnings
 
Before Tax
 
After Tax
 
Per Diluted Share
As reported
 
$
271

 
$
254

 
$
174

 
$
1.22

Certain Item:
 
 
 
 
 
 
 
 
Asset impairments and restructuring charges (gains), net(2)
 
7

 
7

 
5

 
0.04

Excluding item
 
$
278

 
$
261

 
$
179

 
$
1.26


(1) 
Severance charges of $28 million related to the acquisition and integration of Solutia and $9 million of asset impairments, primarily for land retained from Beaumont, Texas gasification project.
(2) 
Restructuring charges primarily for severance associated with the acquisition and integration of Sterling Chemicals, Inc.





10


Table 4 – Operating Earnings, Earnings, and Earnings Per Share From Continuing Operations Reconciliations (continued)
 
 
First Nine Months 2012
 
 
 
 
Earnings from Continuing Operations
(Dollars in millions, unaudited)
 
Operating
Earnings
 
Before Tax
 
After Tax
 
Per Diluted Share
As reported
 
$
844

 
$
730

 
$
490

 
$
3.35

Certain Items:
 
 
 
 
 
 
 
 
Additional costs of acquired Solutia inventories
 
75

 
75

 
53

 
0.36

Solutia transaction, integration, and financing costs (1)
 
37

 
69

 
48

 
0.32

Asset impairments and restructuring charges (gains), net (2)
 
37

 
37

 
24

 
0.17

Excluding items
 
$
993

 
$
911

 
$
615

 
$
4.20


 
 
First Nine Months 2011
 
 
 
 
Earnings from Continuing Operations
(Dollars in millions, unaudited)
 
Operating
Earnings
 
Before Tax
 
After Tax
 
Per Diluted Share
As reported
 
$
918

 
$
875

 
$
594

 
$
4.12

Certain Items:
 
 
 
 
 
 
 
 
Mark-to-market pension and other postretirement benefit adjustment (3)
 
(15
)
 
(15
)
 
(10
)
 
(0.07
)
Asset impairments and restructuring charges (gains), net (4)
 
(8
)
 
(8
)
 
(5
)
 
(0.03
)
Excluding items
 
$
895

 
$
852

 
$
579

 
$
4.02


(1) 
Transaction and integration costs of $37 million in selling, general and administrative expenses, financing costs of $9 million in net interest expense, and $23 million in other charges (income), net, related to the acquisition of Solutia.
(2) 
Severance charges related to the acquisition and integration of Solutia of $28 million and asset impairments, primarily for land retained from Beaumont, Texas gasification project, of $9 million.
(3) 
Mark-to-market gain due to the interim remeasurement of the OPEB plan obligation, triggered by the exit of employees associated with the sale of the PET business.
(4) 
Gain of $15 million from the sale of the previously impaired methanol and ammonia assets related to the terminated Beaumont, Texas industrial gasification project and restructuring charges of $7 million primarily for severance associated with the acquisition and integration of Sterling Chemicals, Inc.

 

11


Table 5 – Statements of Cash Flows
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
2012
 
2011
 
2012
 
2011
Cash flows from operating activities
 
 
 
 
 
 
 
Net earnings
$
154

 
$
174

 
$
491

 
$
634

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
112

 
69

 
252

 
204

Asset impairment charges
9

 

 
9

 

Gain on sale of assets

 

 

 
(70
)
Provision for deferred income taxes
40

 
19

 
63

 
5

Pension and other postretirement contributions (in excess of) less than expenses
(40
)
 
(7
)
 
(85
)
 
(119
)
Variable compensation (in excess of) less than expenses
31

 
31

 
(5
)
 
(14
)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
 
 
 
 
 
 
 
(Increase) decrease in trade receivables
40

 
65

 
(63
)
 
(147
)
(Increase) decrease in inventories
32

 
(104
)
 
30

 
(225
)
Increase (decrease) in trade payables
44

 
(36
)
 
13

 
34

Other items, net
(69
)
 
1

 
(17
)
 
(29
)
Net cash provided by operating activities
353

 
212

 
688

 
273

Cash flows from investing activities
 
 
 
 
 
 
 
Additions to properties and equipment
(120
)
 
(127
)
 
(297
)
 
(333
)
Proceeds from redemption of short-term time deposits

 

 
200

 

Proceeds from sale of assets and investments
1

 
7

 
7

 
651

Acquisitions and investments in joint ventures
(2,658
)
 
(154
)
 
(2,668
)
 
(154
)
Additions to short-term time deposits

 

 

 
(200
)
Additions to capitalized software
(1
)
 
(2
)
 
(4
)
 
(7
)
Other items, net
2

 
33

 
(33
)
 
27

Net cash used in investing activities
(2,776
)
 
(243
)
 
(2,795
)
 
(16
)
Cash flows from financing activities
 
 
 
 
 
 
 
Net increase in commercial paper, credit facility and other borrowings

 

 
(1
)
 
1

Proceeds from borrowings
1,450

 

 
3,761

 

Repayment of borrowings
(1,770
)
 

 
(1,916
)
 
(2
)
Dividends paid to stockholders
(36
)
 
(33
)
 
(107
)
 
(100
)
Treasury stock purchases

 
(115
)
 

 
(292
)
Proceeds from stock option exercises and other items, net
14

 
(8
)
 
28

 
67

Net cash provided by (used in) financing activities
(342
)
 
(156
)
 
1,765

 
(326
)
Effect of exchange rate changes on cash and cash equivalents
2

 
1

 
2

 
1

Net change in cash and cash equivalents
(2,763
)
 
(186
)
 
(340
)
 
(68
)
Cash and cash equivalents at beginning of period
3,000

 
634

 
577

 
516

Cash and cash equivalents at end of period
$
237

 
$
448

 
$
237

 
$
448



12




Table 5A – Total Cash and Cash Equivalents and Short-Term Time Deposits

(Dollars in millions, unaudited)
 
September 30, 2012
 
September 30, 2011
Cash and cash equivalents at end of period
 
$
237

 
$
448

Short-term time deposits
 

 
201

Total cash and cash equivalents and short-term time deposits
 
$
237

 
$
649


 
Table 5B – Net Cash Provided by Operating Activities Reconciliation and Free Cash Flow

 
 
Third Quarter
 
First Nine Months
(Dollars in millions, unaudited)
 
2012
 
2011
 
2012
 
2011
Net cash provided by operating activities
 
$
353

 
$
212

 
$
688

 
$
273

Impact of tax payment on the sale of the PET business(1)
 

 
28

 

 
83

Net cash provided by operating activities excluding items
 
353

 
240

 
688

 
356

Additions to properties and equipment
 
(120
)
 
(127
)
 
(297
)
 
(333
)
Dividends paid to stockholders
 
(36
)
 
(33
)
 
(107
)
 
(100
)
Free Cash Flow
 
$
197

 
$
80

 
$
284

 
$
(77
)

(1) 
First nine months 2011 cash flows included $83 million of a total $110 million tax payment for the tax gain on the sale of the PET business completed in first quarter 2011.


Table 6 – Selected Balance Sheet Items
 
 
September 30,
 
December 31,
(Dollars in millions)
 
2012
 
2011
 
 
(unaudited)
 
 
Cash
 
$
237

 
$
577

Short-term Borrowings
 
120

 
153

Long-term Borrowings
 
4,865

 
1,445

Stockholders' Equity
 
3,010

 
1,870


 

13
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