10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	December 31, 2022
	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 incorporation or organization)		(I.R.S. employer 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

Securities registered pursuant to Section 12(g) of the Act:  None

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					Yes	No
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.					☒	☐
					Yes	No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.					☐	☒
					Yes	No
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).					☒	☐
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.				☒
					Yes	No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).					☐	☒

The aggregate market value (based upon the $89.77 closing price on the New York Stock Exchange on June 30, 2022) of the 118,155,254 shares of common equity held by non-affiliates as of December 31, 2022 was $10,606,797,152 using beneficial ownership rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude common stock that may be deemed beneficially owned as of December 31, 2022 by Eastman Chemical Company's directors and executive officers and charitable foundation, some of whom might not be held to be affiliates upon judicial determination. A total of 118,796,867 shares of common stock of the registrant were outstanding at December 31, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K (this "Annual Report") as indicated herein.

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FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Annual 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 including heightened inflation, capital market volatility, interest rate and currency fluctuations, and economic slowdown or recession; 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 II, Item 7 of this Annual 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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TABLE OF CONTENTS

ITEM PAGE

PART I

1.	Business	5
1A.	Risk Factors	21
1B.	Unresolved Staff Comments	21
	Information about our Executive Officers	21
2.	Properties	23
3.	Legal Proceedings	24
4.	Mine Safety Disclosures	25

PART II

5.	Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
7A.	Quantitative and Qualitative Disclosures About Market Risk	54
8.	Financial Statements and Supplementary Data	56
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	112
9A.	Controls and Procedures	112
9B.	Other Information	113
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	113

PART III

10.	Directors, Executive Officers and Corporate Governance	114
11.	Executive Compensation	114
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114
13.	Certain Relationships and Related Transactions, and Director Independence	115
14.	Principal Accountant Fees and Services	115

PART IV

15.	Exhibits and Financial Statement Schedules	116
16.	Form 10-K Summary	116
	Exhibit Index	117

SIGNATURES

Signatures 120

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PART I

ITEM 1.  BUSINESS

	Page
Corporate Overview	6
Business Strategy	7
Financial Strategy	9
Business Segments	9
Advanced Materials Segment	9
Additives & Functional Products Segment	11
Chemical Intermediates Segment	13
Fibers Segment	14
Eastman Chemical Company General Information	16

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CORPORATE OVERVIEW

Eastman Chemical Company ("Eastman" or the "Company") is a global specialty materials company that produces a broad range of products found in items people use every day. Eastman began business in 1920 for the purpose of producing chemicals for Eastman Kodak Company's photographic business and became a public company, incorporated in Delaware, on December 31, 1993. Eastman has 35 manufacturing facilities and has equity interests in two manufacturing joint ventures in 12 countries that supply products to customers throughout the world. See "Properties" in Part I, Item 2 of this Annual Report on Form 10-K (this "Annual Report"). The Company's headquarters and largest manufacturing facility are located in Kingsport, Tennessee. With a robust portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions with commitment to safety and sustainability. Eastman's businesses are managed and reported in four operating segments: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), Chemical Intermediates ("CI"), and Fibers. See "Business Segments".

In the first years as a stand-alone company, Eastman was diversified between commodity and more specialty chemical businesses. Beginning in 2004, the Company refocused its strategy and changed its businesses and portfolio of products, first by the divestiture and discontinuance of under-performing assets and commodity businesses and initiatives (including divestiture in 2004 of resins, inks, and monomers product lines, divestiture in 2006 of the polyethylene business, and divestiture from 2007 to 2010 of the polyethylene terephthalate ("PET") assets and business). The Company then pursued growth through the development and acquisition of more specialty businesses and product lines by inorganic acquisition and integration (including acquisitions of Solutia, Inc., a global leader in performance materials and specialty chemicals in 2012, and Taminco Corporation, a global specialty chemical company in 2014) and organic development and commercialization of new and enhanced technologies and products.

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. Molecular recycling technologies continue to be an area of investment focus for the Company and extend the level of differentiation afforded by its world class technology platforms. 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-users' products. Key areas of application development include thermoplastic conversion, functional films, coatings formulations, textiles and nonwovens, animal nutrition, and personal and home care formulations. 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, are transforming Eastman into a global specialty materials company that enhances the quality of life in a material way. As a global specialty materials company, management continuously evaluates the Company's business and operations to improve cost structure, increase investment in growth, and strengthen execution capabilities, including specific initiatives to transform operations, work processes and systems, and business structure alignment, scale, and integration. As part of the continuous evaluation, the Company divested its rubber additives product line in 2021 and its adhesives resins assets and business in 2022, due to earnings volatility that was not in line with Eastman's expectations for the performance of a specialty business.

In 2022, the Company reported sales revenue of $10.6 billion, earnings before interest and taxes ("EBIT") of $1.2 billion, and net earnings attributable to Eastman of $793 million. Diluted earnings per share were $6.35. Net cash provided by operating activities was $975 million. Excluding non-core and unusual items, adjusted EBIT was $1.3 billion and adjusted diluted earnings per share were $7.88. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this Annual Report for reconciliation of financial measures under accounting principles generally accepted in the United States ("GAAP") to non-GAAP financial measures, description of excluded items, and related information. For Company sales revenue by end-use market, see Exhibit 99.01 "2022 Company and Segment Sales Revenue by End-Use Market" of this Annual Report. Approximately 60 percent of 2022 sales revenue was generated from outside the United States and Canada region. For additional information regarding sales by customer location and by segment, see Note 20, "Segment and Regional Sales Information", to the Company's consolidated financial statements in Part II, Item 8, and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary by Operating Segment", "Sales by Customer Location", and "Risk Factors" in Part II, Item 7 of this Annual Report.

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BUSINESS STRATEGY

Eastman's objective is to be a global specialty materials company that enhances the quality of life in a material way with consistent, sustainable earnings growth and strong cash flow. Integral to the Company's strategy for growth is leveraging its heritage expertise and innovation within its cellulosic biopolymer and acetyl, olefins, polyester, and alkylamine chemistries. For each of these "streams", the Company has developed and acquired a combination of assets and technologies that combine scale and integration across multiple manufacturing units and sites as a competitive advantage. Management uses an innovation-driven growth model which consists of leveraging world class scalable technology platforms, delivering differentiated application development, and relentlessly engaging the market. The Company sells differentiated products into diverse markets and geographic regions and engages the market by collaborating and co-innovating with customers and downstream users in existing and new niche markets to creatively solve problems. Management believes that this innovation-driven growth model will enable the Company to leverage its proven technology capabilities to improve product mix, increasing emphasis on specialty businesses, and sustaining and expanding market share through leadership in attractive niche markets. The Company's strategy will also focus on organic growth initiatives and targeted bolt-on acquisitions.

Innovation

Management is pursuing specific opportunities to leverage Eastman's innovation-driven growth model with the goal of greater than end-market growth by both sustaining the Company's leadership in existing markets and expanding into new markets. Recently developed, introduced, or commercialized innovation products, applications, and technologies include the following:

•Molecular recycling technologies, carbon renewal technology, and polyester renewal technology which are being used for production and commercial sales of multiple products, described below under "Sustainability and Circular Economy";

•Eastman Tritan™ Renew copolyester based on polyester renewal technology which transforms single-use polyester waste into basic building blocks that are then used to make durable, high performance materials;

•Naia™ Renew, a fiber product for the apparel market developed from proprietary cellulosic biopolymer technology;

•Saflex™ E series, an enhanced acoustic interlayer product, formulated to dampen sound, particularly in the high frequency range, and provides improved performance compared to traditional acoustic interlayers;

•Saflex™ Horizon, a next generation polyvinyl butyral ("PVB") interlayer product, supports the longer virtual image distance, expanded field of view, and augmented reality features of advanced Head-up Displays ("HUD") systems;

•Tetrashield™ performance polyester resins based on proprietary monomer technology with improved performance and sustainability features for packaging, industrial, and automotive coatings end-users;

•Eastapure™, an ultra high purity solvent portfolio for electronic and semiconductor customers requiring products with extremely low organic and inorganic impurities, and particulates;

•Performance films innovations in automotive and architectural window films and paint protection films and expanded adoption of Eastman CORE (trademark and patent pending), a software platform that provides automotive dealership groups and professional installers access to shop management and automotive film patterns to improve installation quality and customer experience; and

•Cellulosic biopolymers including addition of new microbeads for personal care applications including color cosmetics, sunscreens, and facial lotions, and Aventa™ for use in food service applications.

Sustainability and Circular Economy

Central to Eastman's innovation-driven growth model is management's dedication to enhance the quality of life in a material way with an ongoing commitment to sustainability.

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The Company's long history of technical expertise in chemical processes and polymer science position it to provide innovative solutions to some of the world's most complex problems. Eastman is contributing to development of a more "circular economy". A circular economy focuses on making the most of the world's resources - minimizing waste and maximizing value - by providing end-of-life solutions to reduce, reuse, and recycle products and materials. This keeps materials in use and decouples growth from scarce resource consumption, allowing economic development and improvement in quality of life within natural resource limits. The Company's sustainable innovation initiatives include biodegradation, molecular recycling, and strategic collaborations with end-user markets. In 2019, the Company announced the use of its unique platform of solutions to address the challenges of plastic waste in the environment with advanced circular recycling, or molecular recycling, including carbon renewal and polyester renewal technologies. Together, these technologies allow the Company to use plastic waste, such as polyester carpet and textiles, as feedstock and lower greenhouse gas ("GHG") emissions compared to traditional processes. Eastman's scale and integration provide a unique opportunity to accelerate the use of these molecular recycling technologies and make a meaningful positive impact on the environment.

Management approaches sustainability as a source of competitive strength by focusing its innovation strategy on opportunities where disruptive macro trends align with the Company's differentiated technology platforms and applications development capabilities to develop innovative products, applications, and technologies that enable customers' development and sale of sustainable products. Eastman's sustainability-related growth initiatives include targeted product and process innovation that focuses on enhancing product health and safety, end-use product durability, recyclability, and reducing material usage, while lowering GHG emissions associated with climate change. Eastman has focused on communication and collaboration with stakeholders, including policymakers and other interested parties, to build support for the concepts of molecular recycling and mass balance accounting (an accepted and certified protocol that documents and tracks recycled content through complex manufacturing systems). Eastman has committed to reduce its absolute scope 1 (direct GHG emissions occurring from sources that are owned by Eastman) and scope 2 (indirect GHG associated with the purchase of electricity, steam, heat, or cooling and are a result of Eastman's energy use) emissions by approximately one-third by 2030 in order to achieve carbon neutrality by 2050, and to innovate to provide products that enable energy savings and GHG emissions reductions to customers and end-users.

Eastman focuses on the triple challenge of Climate, Circularity, and Caring for Society. Examples of Eastman sustainable solutions within identified disruptive macro trends include:

•Climate:

•Eastman's molecular recycling processes are expected to reduce GHG emissions by 20 percent to 50 percent when compared to processes using fossil fuels for intermediates used in various Renew products;

•Saflex™ Q series advanced acoustic interlayers enables weight reduction of vehicles;

•Solar-absorbing Saflex™ PVB interlayer solutions, such as the Saflex™ S series, Saflex™ Solar Connect, and XIR™ Solar Control Technology, are ideal for electric vehicle ("EV") glass in cabin-forward designs and for larger sunroofs, as they reduce loads on air-conditioning systems and help maximize EV driving range;

•LLumar™ and SunTek™ performance films, in the building and construction market, provide energy savings of 5 percent to 15 percent, depending on glass and film type; and

•Eastman specialty solvents reduce volatile organic compounds ("VOC").

•Circularity:

•Eastman's molecular recycling technology, including carbon renewal and polyester renewal technologies, utilizes plastic waste as a feedstock. Products made with certified recycled content (allocated by International Sustainability & Carbon Certification ("ISCC") mass balance) include:

•Tritan™ Renew copolyesters

•Acetate Renew cellulosic biopolymers

•Trēva™ Renew cellulosic biopolymers

•Cristal™ Renew copolyesters

•Naia™ Renew cellulosic yarn

•Aventa™ Renew cellulosic biopolymers

•Eastman expects the methanolysis manufacturing plant in Kingsport, Tennessee to begin commissioning and startup activities by early summer 2023, and approximately 75 percent of required feedstock for the facility is being procured today, under contract, or in active negotiation;

•Eastman made significant progress in 2022 on a material-to-material molecular recycling facility in Port-Jérôme-sur-Seine, France. This facility will use Eastman's polyester renewal technology to initially recycle up to 110,000 metric tons annually of hard-to-recycle plastic waste. Additionally, a long-term supply agreement was reached in September 2022 that will provide up to 20,000 metric tons per year of feedstock for this facility; and

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•Eastman reached a definitive supply agreement in October 2022 for a planned third molecular recycling facility that will be located in the United States.

•Caring for Society:

•Tetrashield™ performance polyester resins provide Bisphenol A-non intent ("BPA-NI") can coating for food and beverage applications;

•Animal nutrition solutions, including Eastman organic acids and proprietary feed additives for feeding the world, are antibiotic free;

•Saflex™ PVB and HUD acoustic interlayers in the automotive sector are essential to ensure passenger safety. Eastman's materials enable the adoption of digital technologies within the cabin and further advance improvements in solar, heat, and ultraviolet management; and

•Eastman medical polymers provide quality and durability to healthcare providers while ensuring safety for their patients.

FINANCIAL STRATEGY

In its management of the Company's businesses and growth initiatives, management is committed to maintaining a strong financial position with appropriate financial flexibility and liquidity. Management believes maintaining a financial profile that supports an investment grade credit rating is important to its long-term strategy and financial flexibility. The Company employs a disciplined and balanced approach to capital allocation and deployment of cash. The priorities for uses of available cash include payment of the quarterly dividend, funding targeted growth opportunities, repurchasing shares, and repayment of debt. Management expects that the combination of continued strong cash flow generation, a strong balance sheet, and sufficient liquidity will continue to provide flexibility to pursue growth initiatives.

BUSINESS SEGMENTS

The Company's products and operations are managed and reported in four operating segments: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), Chemical Intermediates ("CI"), and Fibers. This organizational structure is based on the management of the strategies, operating models, and sales channels that the various businesses employ and supports the Company's continued transformation towards a global specialty materials company. For segment sales revenue and earnings and segment product lines revenues, see Note 20, "Segment and Regional Sales Information", to the Company's consolidated financial statements in Part II, Item 8 and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary by Operating Segment" in Part II, Item 7 of this Annual Report. For identification of manufacturing facilities by segment, see Item 2, "Properties" of this Annual Report.

ADVANCED MATERIALS SEGMENT

Overview

In the AM segment, the Company produces and markets polymers, films, and plastics with differentiated performance properties for value-added end-uses in transportation; durables and electronics; building and construction; medical and pharma; and consumables end-markets. Key technology platforms for this segment include cellulosic biopolymers, copolyesters, and PVB and polyester films.

Eastman's technical, application development, and market development capabilities enable the AM segment to modify its polymers, films, and plastics to control and customize their final properties for development of new applications with enhanced functionality. For example, Tritan™ copolyesters are a leading solution for food contact applications due to their performance and processing attributes and bisphenol A free ("BPA free") properties. The Saflex™ Q Series product line is a leading acoustic solution for architectural and automotive applications. The Company also maintains a leading solar control technology position in the window films market as well as advanced urethane film and coatings technologies in the paint protection film market. The segment principally competes on differentiated technology and application development capabilities. Management believes the AM segment's competitive advantages also include long-term customer relationships, vertical integration and scale in manufacturing, and leading market positions.

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Principal Products

Product	Description	Principal Competitors	Key Raw Materials	End-Use Applications
Advanced Interlayers
Saflex™ Saflex™ Q Series Saflex™ ST Saflex™ E Series	standard PVB     sheet premium PVB     sheet	Sekisui Chemical Co.,     Ltd. Kuraray Co., Ltd. Kingboard (Fo Gang)     Specialty Resins     Limited Chang Chun     Petrochemical Co.,     Ltd.	polyvinyl alcohol vinyl acetate monomer butyraldehyde 2-ethyl hexanol ethanol triethylene glycol	transportation (automotive safety glass,      automotive acoustic glass, and      HUD) building and construction (PVB for      architectural interlayers)
Performance Films
LLumar™ Flexvue™ SunTek™ V-KOOL™ Gila™	window films and      protective films      products for      aftermarket      applied films	XPEL, Inc. 3M Company Saint-Gobain S.A.	polyethylene terephthalate film aliphatic thermoplastic polyurethane film	transportation (automotive after-    market window films and paint    protection films) building and construction (residential    and commercial window films) health and wellness (medical)
Specialty Plastics
Tritan™     copolyester Eastar™ copolyesters Spectar™     copolyester Embrace™     copolyester Visualize™ Eastman Aspira™ family of resins Treva™	standard copolyesters premium copolyesters cellulosic biopolymers molecular-recycled copolyesters	S.K. Chemical Industries Sichuan Push Acetati Company Limited Daicel Chemical Industries Ltd. Covestro AG Trinseo S.A. Saudi Basic Industries Corporation	paraxylene ethylene glycol cellulose purified terephthalic acid waste plastics and textiles	consumables (consumer packaging,     cosmetics packaging, in-store     fixtures and displays) durable goods (consumer housewares     and appliances) health and wellness (medical) electronics (displays)

See Exhibit 99.01 for AM segment revenue by end-use market.

Strategy

Management applies Eastman's innovation-driven growth model in the AM segment by leveraging innovation and technology platforms to develop new and multi-generational products and applications to help facilitate AM segment growth and leverage its manufacturing capacity. The segment continues to expand its portfolio of higher margin products in attractive end-markets. Through Eastman's advantaged asset position and expertise in applications development, management believes that the AM segment is well positioned for continued future growth. The advanced interlayers product lines, including acoustic and HUD sheet interlayer products, leverage Eastman's global presence to supply industry leading innovations to automotive and architectural end-markets by collaborating with global and large regional customers. In the automotive end-market, the performance films product line has industry leading technologies, recognized brands, and what management believes is one of the largest distribution and dealer networks which, when combined, position Eastman for further growth, particularly in leading automotive markets such as North America and Asia. The segment's product portfolio is aligned with underlying energy efficiency trends in both automotive and architectural markets. Additionally, the AM segment is positioned to benefit from Eastman polyesters and acetyl streams sustainability innovations by leveraging molecular recycling technology to enable various waste plastics to be recycled into specialty plastics products marketed and sold under the "Renew" product designation. See "Corporate Overview - Business Strategy - Sustainability and Circular Economy".

The AM segment expects to continue to improve its product mix from increased sales of premium products, including Tritan™ copolyester, Tritan™ Renew, Visualize™ material, Saflex™ Q acoustic series, Saflex™ HUD interlayer products, LLumar™, V-KOOL™, and SunTek™ window and protective films.

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In 2022, the AM segment:

•achieved key milestones for planned molecular recycling facilities (see "Corporate Overview - Business Strategy - Sustainability and Circular Economy - Circularity");

•continued adoption of polyester renewal technology for products including, Tritan™ Renew, Cristal™ Renew, and Cristal™ One Renew across several end-markets, including cosmetic packaging, eyewear and power tools; and

•continued to expand portfolio of differentiated post-applied window films and protective films for automotive and architectural applications.

ADDITIVES & FUNCTIONAL PRODUCTS SEGMENT

Overview

In the AFP segment, the Company manufactures materials for products in the transportation; personal care and wellness; food, feed, and agriculture; building and construction; water treatment and energy; consumables; and durables and electronics end-markets. Key technology platforms are cellulosic biopolymers, polyester polymers, alkylamine derivatives, and propylene derivatives.

The AFP segment is focused on producing high-value additives that provide critical functionality but which comprise a small percentage of total customer product cost. The segment principally competes on the differentiated performance characteristics of its products and through leveraging its strong customer base and long-standing customer relationships to promote substantial recurring business and product development. A critical element of the AFP segment's success is its close formulation collaboration with customers through advantaged application development capability.

Principal Products

Product	Description	Principal Competitors	Key Raw Materials	End-Use Applications
Animal Nutrition
Organic acids   and derivatives Choline chloride	organic acid-based solutions	BASF SE Perstorp Holding AB Luxi Chemical Group Balchem Corporation Adisseo	formic acid ethylene oxide propane liquefied natural gas	gut health solutions preservation and hygiene industrial applications
Care Additives
Alkylamine derivatives Organic acids    and derivatives Cellulosic biopolymers Adjust™	amine derivative-based building blocks for production of flocculants intermediates for surfactants metam-based soil fumigants thiram and ziram-based fungicides plant growth regulator	BASF SE Dow Inc. Huntsman Corporation Corteva, Inc. Argo-Kanesho Co., Ltd. Bayer AG	alkylamines acrylonitrile alcohols ethylene oxide carbon disulfide ("CS2") caustic soda	water treatment personal and home care pharmaceuticals agriculture crop protection

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Product	Description	Principal Competitors	Key Raw Materials	End-Use Applications
Coatings Additives
Polymers   cellulosics   Tetrashield™   polyesters   polyolefins Additives and Solvents   Texanol™   Optifilm™   ketones   esters   glycol ethers   oxo alcohols   EastaPure™ electronic chemicals	specialty coalescents, specialty solvents, and commodity solvents paint additives and specialty polymers	BASF SE Dow Inc. Oxea Celanese Corporation Alternative Technologies	wood pulp propane propylene	building and construction (architectural coatings) transportation (original equipment manufacturer "OEM") and refinish coatings durable goods (wood, industrial coatings and applications) consumables (graphic arts, inks, and packaging) electronics
Specialty Fluids & Energy
Therminol™ Turbo oils Skydrol™ SkyKleen™ Marlotherm™	heat transfer and      aviation fluids	Dow Inc. Exxon Mobil      Corporation	benzene phosphorous neo-polyol esters	industrial chemicals and processing (heat transfer fluids for chemical processes) renewable energy commercial aviation

See Exhibit 99.01 for AFP segment revenue by end-use market.

Strategy

Management applies Eastman's innovation-driven growth model in the AFP segment by leveraging proprietary technologies for the continued development of innovative product offerings and focusing growth efforts in end-markets such as transportation, care additives, industrial applications, building and construction, consumables, animal nutrition, durables, and electronics. Management believes that the ability to leverage the AFP segment's research, differentiated application development, and production capabilities across multiple markets uniquely positions it to meet evolving needs to improve the quality and performance of its customers' products. For example, Eastman BPA-NI Tetrashield™ protective resins enable metal packaging coatings formulation with a unique balance of durability and flexibility, improving performance, regulatory compliance, shelf life, and consumer safety. Such protective resins can also be used in protective coatings, industrial coatings and automotive coatings. The Company is also developing solutions to address the environmental challenges caused by non-biodegradable microplastics in personal care products by leveraging its world-class biodegradable cellulosic biopolymer technology platform in biodegradable microbeads for personal care application.

In 2022, the AFP segment:

•expanded capacity and capabilities of Eastapure™ electronic solvents for use in manufacturing of semiconductor chips and other electronic applications with extremely low organic and inorganic impurities;

•realized additional production capacity across its Global Alkylamines assets through optimization projects; and

•continued global launch of Fluid Genius™, a patent-pending product that equips end-users with predictive insights to optimize heat transfer fluid performance by leveraging artificial intelligence technology with Eastman expertise to monitor and maximize the life cycle of heat transfer fluids for a myriad of system applications.

In response to market and business conditions, the Company divested its adhesives resins assets and business in 2022. The sale consisted of hydrocarbon resins (including Eastman Impera™ tire resins), pure monomer resins, polyolefin polymers, rosins and dispersions, and oleochemical and fatty-acid based resins product lines.

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CHEMICAL INTERMEDIATES SEGMENT

Overview

Eastman leverages large scale and vertical integration from the cellulosic biopolymers and acetyl, olefins, and alkylamines streams to support the Company's specialty operating segments with advantaged cost positions. The CI segment sells excess intermediates beyond the Company's internal specialty needs into end-markets such as industrial chemicals and processing, building and construction, health and wellness, and agrochemicals. Key technology platforms include acetyls, oxos, plasticizers, polyesters, and alkylamines.

The CI segment product lines benefit from competitive cost positions primarily resulting from the use of and access to lower cost raw materials, and the Company's scale, technology, and operational excellence. Examples include coal used in the production of cellulosic biopolymers and acetyl stream product lines, propylene and ethylene used in the production of olefin derivative product lines such as oxo alcohols and plasticizers, and ammonia and methanol used to manufacture methylamines. The CI segment also provides superior reliability to customers through its backward integration into readily available raw materials, such as propane, ethane, coal, and propylene. See "Eastman Chemical Company General Information - Manufacturing Streams".

Several CI segment product lines are affected by cyclicality, most notably olefin and acetyl-based products. This cyclicality is caused by periods of supply and demand imbalance, when either incremental capacity additions are not offset by corresponding increases in demand, or when demand exceeds existing supply. While management continues to take steps to reduce the impact of the trough of these cycles, future results are expected to fluctuate due to both general economic conditions and industry supply and demand.

Principal Products

Product	Description	Principal Competitors	Key Raw Materials	End-Use Applications
Functional Amines
Alkylamines	methylamines    and salts higher amines    and solvents	BASF SE US Amines Limited Oxea GmbH Belle Chemical Company	methanol ammonia acetone ethanol butanol	agrochemicals energy consumables water treatment animal nutrition industrial intermediates
Intermediates
Oxo alcohols   and derivatives Acetic acid and    derivatives Acetic anhydride Ethylene Glycol ethers Esters	Olefin derivatives, acetyl derivatives, ethylene, commodity solvents	Lyondell Bassell, BASF SE Dow Inc. Oxea Celanese Corporation Lonza Ineos Group Holdings    S.A	propane ethane propylene coal natural gas paraxylene metaxylene	industrial chemicals and processing building and construction (paint and coating applications, construction chemicals, building materials) pharmaceuticals and agriculture health and wellness packaging
Plasticizers
Eastman 168™ Dioctyl     phthalate     ("DOP") Benzoflex™ TXIB™ Effusion™	primary non-      phthalate and      phthalate      plasticizers      and a range of      niche non-      phthalate      plasticizers	BASF SE Exxon Mobil Corporation LG Chem, Ltd. Lanxess AG	propane propylene paraxylene	building and construction (non-phthalate     plasticizers used in interior surfaces) consumables (food packaging, packaging     adhesives, and glove applications) health and wellness (medical devices)

See Exhibit 99.01 for CI segment revenue by end-use market.

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Strategy

To maintain and enhance its status as a low-cost producer and optimize earnings, the CI segment continuously focuses on cost control, operational efficiency, and capacity utilization. This includes focusing on products used internally by other operating segments, thereby supporting growth in specialty product lines throughout the Company, and also external licensing opportunities. Through the CI segment, the Company has leveraged the advantage of its highly integrated manufacturing facilities. Scale and feedstock versatility at the Kingsport, Tennessee manufacturing facility allows for competitive advantage in the production of acetic anhydride and other acetyl derivatives. At the Longview, Texas manufacturing site, Eastman uses its proprietary oxo technology in one of the world's largest single-site oxo butyraldehyde manufacturing facilities to produce a wide range of alcohols and other derivative products utilizing local propane and ethane supplies and purchased propylene. The Pace, Florida manufacturing facility, which uses ammonia and methanol feedstocks, is one of the world's largest methylamine production sites in the world. These integrated facilities, combined with large scale production processes and a continuous focus on additional process improvements, allow the CI segment product lines to remain cost competitive and, for some products, cost-advantaged as compared to competitors. Use of refinery-grade propylene ("RGP") in the feedstock mix of the olefin cracking units at the Longview, Texas manufacturing site reduces the amount of other purchased feedstocks. This results in a decrease in ethylene production and excess ethylene sales while maintaining historical levels of propylene production, providing flexibility to reduce participation in the merchant ethylene market, and retaining a cost-advantaged integrated propylene position to support specialty derivatives throughout the Company.

FIBERS SEGMENT

Overview

In the Fibers segment, Eastman manufactures and sells acetate tow and triacetin plasticizers for use in filtration media, primarily cigarette filters; cellulosic staple fibers and filament yarn for use in apparel, home furnishings, and industrial fabrics; nonwoven media for use in filtration and friction applications, used primarily in transportation, industrial, and agricultural end-markets; and cellulose acetate flake and acetyl raw materials for other acetate fiber producers. The Company is the world's largest producer of acetate yarn and has been in this business for over 85 years.

The Fibers segment's competitive strengths include a reputation for high-quality products, technical expertise, large scale vertically-integrated processes, reliability of supply, internally produced acetate flake supply for Fibers segment's products, a reputation for customer service excellence, and a customer base characterized by strategic long-term customers and end-user relationships. The Company continues to capitalize and build on these strengths to further improve the strategic position of its Fibers segment. To strengthen and stabilize segment earnings, the Company has taken actions such as the establishment of long-term variable pricing in acetate tow customer arrangements and agreements, development of innovative textile and nonwoven applications, and repurposing manufacturing capacity from acetate tow to new products.

The 10 largest Fibers segment customers accounted for approximately 60 percent of the segment's 2022 sales revenue, and include multinational as well as regional cigarette producers, fabric manufacturers, and other acetate fiber producers. 

The Company's long history and experience in fibers markets are reflected in the Fibers segment's operating expertise, both within the Company and in support of its customers' processes. The Fibers segment's knowledge of the industry and of customers' processes allows it to assist its customers in maximizing their processing efficiencies, promoting repeat sales, and developing mutually beneficial, long-term customer relationships.

The Company's fully integrated fibers manufacturing process employs unique technology that allows it to use a broad range of high-purity wood pulps for which the Company has dependable sources of supply.

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Principal Products

Product	Description	Principal Competitors	Key Raw Materials	End-Use Applications
Acetate Tow
Estron™	cellulose acetate tow	Celanese Corporation Cerdia International Daicel Corporation	wood pulp methanol high sulfur coal	filtration media (primarily cigarette filters)
Acetate Yarn and Fiber
Naia™ Estron™	natural (undyed) acetate yarn solution dyed acetate yarn staple fiber	UAB Dirbtinis Pluostas Lenzing AG Aditya Birla Group	wood pulp methanol high sulfur coal waste plastics and textiles	consumables (apparel, home furnishings, and industrial fabrics) health and wellness (medical tape)
Acetyl Chemical Products
Estrobond™	triacetin cellulose acetate flake acetic acid acetic anhydride	Jiangsu Ruijia Chemistry Co., Ltd. Polynt SpA Daicel Corporation Celanese Corporation Cerdia International	wood pulp methanol high sulfur coal	filtration media (primarily cigarette filters)
Nonwovens
Nonwovens	wetlaid nonwoven media specialty and engineered papers cellulose acetate fiber	Hollingsworth and Vose Company Lydall, Inc. BorgWarner Inc.	natural and synthetic fibers inorganic and metallic additives resins	filtration and friction media for transportation industrial agriculture and mining aerospace markets

Strategy

Management applies the innovation-driven growth model to the Fibers segment by leveraging its strong customer relationships and industry knowledge to maintain a leading industry position in the global market. The segment benefits from a state-of-the-art, world class, acetate flake production facility at the Kingsport, Tennessee site, which is supplied from Eastman's vertically integrated coal gasification facility and is the largest and most integrated acetate tow site in the world. The Fibers segment also expects to benefit from Eastman's recently developed carbon renewal technology, which enables the substitution of fossil fuel feedstock with recycled waste content. Products using this technology are marketed and sold under the "Renew" product designation. See "Corporate Overview - Business Strategy - Sustainability and Circular Economy". The Company supplies 100 percent of the acetate flake raw material to the manufacturing facility of its acetate tow joint venture in China from the Company's manufacturing facility in Kingsport, Tennessee, which the Company recognizes in sales revenue. The Company recognizes earnings in the joint venture through its equity investment, reported in "Other (income) charges, net" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in Part II, Item 8 of this Annual Report. The Company's focus on innovation has resulted in repurposing some of its acetate tow manufacturing capacity to fibers products for textiles, resulting in increased capacity utilization and lower acetate tow costs.

To meet customers' evolving needs and further improve the Fibers segment's manufacturing process efficiencies, the Company makes use of its capabilities in fibers technology to maintain a strong focus on incremental product and process improvements.

In 2022, the Fibers segment:

•implemented variable pricing agreements across the acetate tow customer base, driving growth and returning adjusted EBIT margins and cash flow generation to acceptable performance levels;

•commercialized Naia™ staple fiber for spun yarns for apparel and home textiles; and

•announced several high-profile brand adoptions, including a major multinational clothing company; an American retailer of outdoor clothing; and a sustainable women's clothing and accessories designer and manufacturer.

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The Fibers segment R&D efforts focus on serving new and existing customers, leveraging proprietary cellulosic biopolymers and spinning technology, optimizing asset productivity through process improvement, selective product innovation in response to acetate tow customer needs, and working with suppliers to reduce costs. For textiles, the Fibers segment is offsetting declines in acetate tow through investments in differentiated application development capabilities and new product innovations, including circular solutions, to drive growth in textiles and apparel of Naia™ yarns and fibers.

EASTMAN CHEMICAL COMPANY GENERAL INFORMATION

Seasonality

Eastman's earnings are typically higher in the second and third quarters, and cash flows from operations are typically highest in the second half of the year due to seasonal demand based on general economic activity in the Company's key markets as described in "Business Segments". Results in all segments except the Fibers segment are typically weaker in the fourth quarter due to seasonal downturns in key markets.

The coatings additives product line of the AFP segment and the intermediates product line of the CI segment are impacted by the cyclicality of key end products and markets, while other operating segments and product lines are more sensitive to global economic conditions. Eastman is exposed to consumer discretionary end-markets and changes in global consumer spending, particularly in the AM and AFP segments. Supply and demand dynamics determine profitability at different stages of business cycles and global economic conditions affect the length of each cycle.

Sales, Marketing, and Distribution

Eastman markets and sells products primarily through a global marketing and sales organization which has a presence in the United States and approximately 30 other countries selling into more than 100 countries around the world. The Company focuses its market engagement on attractive niche markets, leveraging disruptive macro trends, and market activation throughout the value chain with both customers and downstream users. Eastman's strategy is to target industries and markets where the Company can leverage its application development expertise to develop product offerings to provide differentiated value that address current and future customer and market needs. The Company's strategic marketing approach and capabilities leverage the Company's insights about trends, markets, and customers to drive development of specialty products. Through a highly skilled and specialized sales force that is capable of providing differentiated product solutions, Eastman strives to be the preferred supplier in the Company's targeted markets.

The Company's products are also marketed through indirect channels, which include dealers and contract representatives. Sales outside the United States tend to be made more frequently through dealers and contract representatives than sales in the United States. The combination of direct and indirect sales channels, including sales online through its Customer Center website, allows Eastman to reliably serve customers throughout the world.

The Company's products are shipped to customers and to downstream users directly from Eastman manufacturing plants and distribution centers worldwide.

Research and Development

Management applies its innovation-driven growth model to leverage the Company's world class scalable technology platforms that provide a competitive advantage and the foundation for sustainable earnings growth. The Company's R&D strategy for sustainable growth through innovation includes multi-generational product development for specialty products, faster and more differentiated product development by leveraging global application development capabilities, and the creation of value through integration of multiple technology platforms. The Company's innovation strategy is guided by the need to provide practical solutions to sustainability macro-drivers that will improve the quality of life globally through material solutions. This strategy has been accelerated by enhancements of global differentiated application development capabilities that position Eastman as a strategic element of customers' success within attractive niche markets. See examples of recent product and technology innovations in "Corporate Overview - Business Strategy - Innovation".

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Eastman manages certain growth initiatives and costs at the corporate level, including certain R&D costs not allocated to any one operating segment. The Company uses a stage-gating process, which is a disciplined decision-making framework for evaluating targeted opportunities, with a number of projects at various stages of development. As projects meet milestones, additional amounts are spent on those projects. The Company continues to explore and invest in R&D initiatives such as high-performance materials and opportunities created by disruptive macro trends including sustainability and development of a more "circular economy". See "Corporate Overview - Business Strategy - Sustainability and Circular Economy".

Manufacturing Streams

Integral to Eastman's strategy for growth is leveraging its heritage expertise and innovation in polyester, cellulosic biopolymers and acetyl, alkylamine, and olefins chemistries in key markets, including transportation, building and construction, consumables, and agriculture. For each of these chemistries, Eastman has developed and acquired a combination of assets and technologies that are operated within four manufacturing "streams", combining scale and integration across multiple manufacturing units and sites as a competitive advantage.

•In the polyester stream, the Company begins with paraxylene, ethylene glycol, and integrated feedstocks, converting them through a series of intermediate materials to ultimately produce clear, tough, chemically resistant copolyesters. The Company is enhancing the polyester stream by investing in the multiple plastic-to-plastic polyester renewal facilities to enable various waste plastics to be recycled into high quality, specialty copolyester Renew products. Polyester stream products are converted for end-uses in cosmetics and personal care, medical device, durable goods, and food packaging industries.

•In the cellulosic biopolymers and acetyl stream, the Company begins with gasification of fossil fuels with oxygen. The resulting synthesis gas is converted into acetic acid and acetic anhydride. Cellulosic biopolymers derivative manufacturing at the Company begins with natural polymers, sourced from sustainably-managed forests, which, when combined with acetyl and olefin chemicals, provide differentiated product lines. Through a new recycling innovation, carbon renewal technology is now enabling the recycling of complex plastics to the basic building blocks of Eastman's cellulosic product stream. The major end-markets for products from the cellulosic biopolymers and acetyl stream include coatings, displays, and thermoplastics.

•In the alkylamines stream, the Company begins with ammonia and alcohol feedstocks to produce methylamines and higher alkylamines, which can then be further converted into alkylamine derivatives. The Company's alkylamines products are primarily used in agriculture, water treatment, consumables, animal nutrition, and oil and gas end-markets.

•In the olefins stream, the Company begins primarily with propane and ethane, which are thermally "cracked" (the process whereby hydrocarbon molecules are broken down and rearranged) into ethylene and propylene in cracking units at its site in Longview, Texas. As a result of modifications completed in 2018, these units also offer flexibility to use refinery-grade propylene ("RGP") as a diversified feedstock to minimize the impact of olefins spread volatility. The Company purchases some additional propylene to supplement cracking unit production. Propylene derivative products are used in a variety of items such as paints and coatings, automotive safety glass, and non-phthalate plasticizers. Ethylene derivative products are converted for end-uses in the food industry, health and beauty products, detergents, and automotive products.

The Company leverages its expertise and innovation in cellulosic biopolymers and acetyl, olefins, polyester, and alkylamine chemistries and technologies to meet demand and create new uses and opportunities for the Company's products in key markets. Through integration and optimization across these streams, the Company is able to create unique and differentiated products that have a performance advantage over competitive materials.

Sources and Availability of Raw Materials and Energy

Eastman purchases a majority of its key raw materials and energy through different contract mechanisms, generally of one to three years in initial duration with renewal or cancellation options for each party. Most of these agreements do not require the Company to purchase materials or energy if its operations are reduced or idle. The cost of raw materials and energy is generally based on market price at the time of purchase; however, from time to time Eastman uses derivative financial instruments for certain key raw materials to mitigate the impact of market price fluctuations. Key raw materials include propane, propylene, paraxylene, methanol, cellulosic biopolymers, fatty alcohol, polyvinyl alcohol, and a wide variety of precursors for specialty organic chemicals. Key purchased energy sources include natural gas, coal, and electricity. The Company has multiple suppliers for most key raw materials and energy and uses quality management principles, such as the establishment of long-term relationships with suppliers and ongoing performance assessments and benchmarking, as part of its supplier selection process. When appropriate, the Company purchases raw materials from a single source supplier to maximize quality and reduce cost and has contingency plans to minimize the potential impact of any supply disruptions from single source suppliers.

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While temporary shortages of raw materials and energy may occasionally occur, these items are generally sufficiently available to cover current and projected requirements. However, their continuous availability and cost are subject to unscheduled plant interruptions occurring during periods of high demand, domestic and world market conditions, changes in government regulation, supply chain disruption, the ongoing COVID-19 coronavirus global pandemic ("COVID-19"), natural disasters, war or other outbreak of hostilities or terrorism or other political factors, or breakdown or degradation of transportation infrastructure. Eastman's operations or products have been in the past, and may be in the future, adversely affected by these factors. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" in Part II, Item 7 of this Annual Report. The Company's raw material and energy costs as a percent of total cost of operations were approximately 55 percent in 2022. For additional information about raw materials, see Exhibit 99.02 "Product and Raw Material Information" of this Annual Report.

Intellectual Property, Trademarks, and Licensing

While Eastman's intellectual property portfolio is an important Company asset which it expands and vigorously protects globally through a combination of patents, trademarks, copyrights, and trade secrets, neither its business as a whole nor any particular operating segment is materially dependent upon any one particular patent, trademark, copyright, or trade secret. As a producer of a broad range of advanced materials, specialty additives, chemicals, and fibers, Eastman owns over 800 active United States patents and over 1,400 active foreign patents, expiring at various times over several years, and owns over 4,800 active worldwide trademark applications and registrations. As the laws of many countries do not protect intellectual property to the same extent as the laws of the United States, Eastman cannot ensure that it will be able to adequately protect its intellectual property assets outside the United States. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" in Part II, Item 7 of this Annual Report.

The Company pursues opportunities to license proprietary technology to third parties where it has determined that the competitive impact to its businesses will be minimal. These arrangements typically are structured to require payments at significant project milestones such as signing, completion of design, and start-up.

Information Security

The Company employs information systems to support its business, enable transformation and deploy digital services. The Company utilizes a risk-based, multi-layered information security approach following the U.S. National Institute of Standards and Technology Cybersecurity Framework, including (a) dedicated security operations center monitoring, (b) network-based and host-based protections, (c) a Privacy Council focused upon adherence to privacy regulations, (d) privilege access management controls, (e) annual and on-going information security training and targeted exercises, (f) encryption of data, backup, recovery, and testing, (g) regular internal and external audits against information security best practices, and (h) benchmarking utilizing external third parties. As with other industry participants, the Company from time to time experiences attempted cyber-attacks of its information systems. None of these attempts have resulted in a material adverse impact on the Company's operations or financial results, any penalties, or settlements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Risk Factors" in Part II, Item 7 of this Annual Report.

Senior management, including the Chief Information Officer ("CIO"), reviews information security performance and recent cybersecurity industry trends at least quarterly, and at least annually reviews the Company's information security strategy with executive management.

Under the Company's enterprise-wide approach to risk management, cyber security and security of company information is a "high-priority" risk that is reported to and overseen by the Board of Directors. The CIO provides an overview of information security performance and recent cybersecurity industry trends to the Audit Committee of the Board of Directors on a regular basis throughout the year.

Human Capital

To keep solving complex problems and growing its business, the Company must continue to attract, develop, and retain exceptional people ("human capital"), and motivate them to excel. Strong workforce and leadership development, succession management, an inclusive culture that brings out the best in every individual and competitive compensation and benefits are vital to the success of Eastman's innovation-driven growth strategy. The Compensation and Management Development Committee of the Board of Directors oversees workforce and senior management development and the Board of Directors monitors the culture of the Company and leadership quality, morale, and development.

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Eastman places a strong emphasis on the health, safety and well-being of employees — both at work and at home. Eastman's "zero-incident mindset" takes a holistic approach to people and processes by fostering the right behaviors, values, and culture to ensure that employees are operating responsibly, accountably, and safely. In addition to annual process and personal safety performance expectations (see "Executive Compensation" in Part III, Item 11 of this Annual Report), safety and wellness protocols continue to be included for protection against the COVID-19 virus for employees.

The Company's focus on well-being also includes physical, emotional, and financial health of employees and their families, with on-site and on-demand resources such as fitness classes, health coaches, and financial counselors. In 2022, the Company conducted a benefits equity study to better understand the needs of its employees in the current environment. Through this work, the Company continues to explore new ways to make benefits more equitable and inclusive and more attractive in a diverse talent marketplace. The Company also continues to provide global flexibility principles and resources to emphasize the importance of balancing work and personal responsibilities.

Breakthroughs require creativity and unconventional ideas, and that takes diverse perspectives and an environment that empowers everyone to speak their mind and add value, so their ideas can get translated into plans and actions. As Eastman develops new products to meet today's most pressing needs, the Company inspires innovative ideas by making every team member feel valued and empowered to do their best work. Eastman's capacity to innovate and transform depends on its ability to attract and retain the best and brightest talent. Building an inclusive workplace, powered by a diverse global employee population of approximately 14,500 people worldwide is key to promoting innovation and driving results.

The table below shows the percentage of the Company's global employee population by region.

United States and Canada	72	%
Europe, Middle East, and Africa	15	%
Asia Pacific	10	%
Latin America	3	%
Total	100	%

Eastman's focus on inclusion and diversity transcends race and gender. To execute the growth strategy, the Company needs to attract, develop, and retain people of all backgrounds, cultures, and experiences. Eastman believes transparency is an important part of creating accountability and driving progress. To that end, the Company has set clear goals to achieve gender parity in professional and leadership roles globally and to be an industry leader in racial and ethnic diversity in the United States by 2030. In 2022, the Company's female representation globally was 39 percent in professional level roles, 28 percent in leadership roles, and 25 percent at the executive level. In the United States, the Company's racially and ethnically diverse talent was 14 percent at both professional and leadership levels, and 13 percent at the executive level. The non-employee directors of Eastman's Board of Directors are 30 percent female and 20 percent racially and ethnically diverse. See "Information About our Executive Officers" in Part I of this Annual Report and "Directors, Executive Officers and Corporate Governance"— "Election of Directors" in Part III, Item 10 of this Annual Report for more information.

Eastman Resource Groups ("ERGs") are uniquely positioned to bring the Company's Inclusion & Diversity strategy to life through their insights and access to key populations to make sure every team member feels valued, respected, and able to perform at their full potential. Chaired by a team member and sponsored by a senior executive, each ERG is dedicated to helping its members bridge cultural gaps, grow professionally and maximize business contributions. All Eastman team members are encouraged to join or participate in any or multiple ERGs, either as a member of the target community or as an ally.

Eastman's compensation philosophy, principles and processes are designed to ensure the Company pays competitively in the market for top talent and that the pay is distributed fairly and consistently. An independent third party assesses pay equity each year by comparing pay for people in the same jobs, job levels, and locations. This analysis, which considers gender, race and ethnicity (in the U.S.), performance, tenure, specialty skills, and educational credentials, is completed during the annual compensation review process, when leadership makes pay decisions.

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Customers

Eastman has an extensive customer base and, while it is not dependent on any one customer, loss of certain top customers could adversely affect the Company until such business is replaced. The top 100 customers accounted for approximately 55 percent of the Company's 2022 sales revenue. No single customer accounted for 10 percent or more of the Company's consolidated sales revenue during 2022.

Compliance With Environmental and Other Government Regulations

The Company is subject to significant and complex governmental laws and regulations, both in the U.S. and internationally, which require and will continue to require significant expenditures to remain in compliance and may, depending on specific facts and circumstances, impact the Company's competitive position. (See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors -- 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." in Part II, Item 7 of this Annual Report.) These include health, safety, and environmental laws and regulations; site security regulations; chemical control laws; laws protecting intellectual property; privacy, data sharing and data protection laws; laws regulating energy generation and distribution, such as utilities, pipelines and co-generation facilities; and customs laws and laws regulating import and export of products and technology. As described below, the most significant environmental capital and other expenditures are for compliance with environmental and health and safety laws. In addition to these regulations, compliance with chemical control laws (including the U.S. Toxic Substances Control Act, the U.S. Federal Insecticide, Fungicide, and Rodenticide Act and similar non-U.S. counterparts, and the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH") program in the European Union) and laws protecting intellectual property (see "Intellectual Property, Trademarks, and Licensing") have the most impact on the Company's day-to-day operations and competitive position.

Environmental

The Company is subject to laws, regulations, and legal requirements relating to the use, storage, handling, generation, transportation, emission, discharge, disposal, remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which it does business. These health, safety, and environmental considerations are a priority in the Company's planning for all existing and new products and processes. The Environmental, Safety, and Sustainability Committee of Eastman's Board of Directors oversees the Company's policies and practices concerning health, safety, and the environment and its processes for complying with related laws and regulations and monitors related matters.

The Company's policy is to operate its plants and facilities in compliance with all applicable laws and regulations such that it protects the environment and the health and safety of its employees and the public. The Company intends to continue to make expenditures for environmental protection and improvements in a timely manner consistent with its policies and with available technology. In some cases, applicable environmental regulations such as those adopted under the Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, and related actions of regulatory agencies determine the timing and amount of environmental costs incurred by the Company. Likewise, any new legislation or regulations related to GHG gas emissions, energy or climate change, or the repeal of such legislation or regulations, could impact the timing and amount of environmental costs incurred by the Company.

The Company accrues environmental costs when it is probable that the Company has incurred a liability at a contaminated site and the amount can be reasonably estimated. In some instances, the amount cannot be reasonably estimated due to insufficient information, particularly as to the nature and timing of future expenditures. In these cases, the liability is monitored until such time that sufficient information exists. With respect to a contaminated site, the amount accrued reflects liabilities expected to be paid out within approximately 30 years as well as 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 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, and chemical control regulations, and testing requirements could result in higher or lower costs.

The Company does not currently expect near term environmental capital expenditures arising from requirements of environmental laws and regulations to materially impact the Company's planned level of annual capital expenditures for environmental control facilities. Other matters concerning health, safety, and the environment are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and in Note 1, "Significant Accounting Policies"; Note 13, "Environmental Matters and Asset Retirement Obligations"; and Note 21, "Reserve Rollforwards", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

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Eastman's cash expenditures related to environmental protection and improvement were $300 million, $281 million, and $265 million in 2022, 2021, and 2020, respectively, and include operating costs associated with environmental protection equipment and facilities, engineering costs, and construction costs. These cash expenditures include environmental capital expenditures of approximately $60 million, $38 million, and $42 million in 2022, 2021, and 2020, respectively.

Health and Safety

Eastman places a strong emphasis on the health, safety and well-being of its employees. Eastman's commitment to a "zero-incident mindset" takes a holistic approach to people and processes by fostering the right behaviors, values, and culture to ensure that its employees are operating responsibly, accountably, and safely. See "Human Capital". Under the U.S. Occupational Safety and Health Act of 1970, as administered by the Occupational Safety and Health Administration ("OSHA"), some of the Company's operations are subject to workplace standards under OSHA's Process Safety Management program. From time to time, the Company may incur significant capital expenditures to maintain compliance with the requirements of this program.

Available Information - Securities and Exchange Commission ("SEC") Filings

Eastman makes available free of charge, in the Investors section of its Internet website at www.eastman.com, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

ITEM 1A.  RISK FACTORS

For identification and discussion of the material known factors, risks, and uncertainties that could, in the future, materially adversely affect the Company, its business, financial condition, or results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" in Part II, Item 7 of this Annual Report.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Certain information about Eastman's executive officers is provided below:

Mark J. Costa, age 56, is Chair of the Eastman Chemical Company Board of Directors and Chief Executive Officer. Mr. Costa joined the Company in June 2006 as Chief Marketing Officer and leader of corporate strategy and business development; was appointed Executive Vice President, Specialty Plastics and Performance Polymers Head and Chief Marketing Officer in August 2008; was appointed Executive Vice President, Specialty Products and Chief Marketing Officer in May 2009; and became President and a member of the Board of Directors in May 2013. Prior to joining Eastman, Mr. Costa was a senior partner with Monitor Group, a global management consulting firm. He joined Monitor in 1988, and his experience included corporate and business unit strategies, asset portfolio strategies, innovation and marketing, and channel strategies across a wide range of industries. Mr. Costa was appointed Chief Executive Officer in January 2014 and named Board Chair effective July 2014. Mr. Costa also serves on the Board of Directors of International Flavors & Fragrances Inc.

William T. McLain, Jr., age 50, is Senior Vice President and Chief Financial Officer. Mr. McLain joined Eastman in 2000 and has served in high-level finance and accounting roles throughout the organization in the United States, Asia, and Europe. In 2011, Mr. McLain served as Director, Asia Pacific Finance, and in 2013 was appointed to International Controller. In 2014, Mr. McLain was appointed Corporate Controller until 2016 when he became Vice President of Finance. Prior to Eastman, Mr. McLain worked for the public accounting firm PricewaterhouseCoopers LLP. Mr. McLain was appointed to his current position effective February 2020. Effective January 1, 2023, Mr. McLain assumed responsibility for Human Resources.

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Stephen G. Crawford, age 58, is Executive Vice President, Manufacturing and Chief Sustainability Officer, with executive responsibility for global manufacturing and engineering and the corporate sustainability strategy. Mr. Crawford joined Eastman in 1984 and held leadership positions of increasing responsibility in both the manufacturing and technology organizations. From 2007 until January 2014 he served as Vice President of Global R&D in the AM and AFP segments. He was appointed Senior Vice President and Chief Technology Officer effective January 2014, and Senior Vice President, Chief Technology and Sustainability Officer effective October 2019. Mr. Crawford was appointed to his current position effective October 2022.

Brad A. Lich, age 55, is Executive Vice President and Chief Commercial Officer, with responsibility for the AM and Fibers segments as well as leadership of marketing, sales, supply chain, corporate strategy, and regional leadership. Mr. Lich joined Eastman in 2001 as Director of Global Product Management and Marketing for the Coatings business. Other positions of increasing responsibility followed, including General Manager of Emerging Markets of the former Coatings, Adhesives, Specialty Polymers, and Inks ("CASPI") segment. In 2006, Mr. Lich became Vice President of Global Marketing with direct responsibility for company-wide global marketing functions. In 2008, Mr. Lich was appointed Vice President and General Manager of the former CASPI segment, and in 2012 was appointed Vice President and General Manager of the AFP segment. In January 2014, Mr. Lich was appointed Executive Vice President, with responsibility for the AFP and AM segments and the marketing, sales, and pricing organizations. In March 2016, Mr. Lich assumed executive responsibility for outside-U.S. regional business leadership. Mr. Lich was appointed to his current position effective July 2016.

Kellye L. Walker, age 56, is Executive Vice President and Chief Legal Officer. Ms. Walker has overall leadership responsibility for Eastman's legal organization, including corporate governance, compliance and litigation management, as well as government affairs, product stewardship and regulatory affairs, global business conduct, global trade, global security, and the Company's global health, safety and environment organization. Before joining Eastman, Ms. Walker served as executive vice president and chief legal officer of Huntington Ingalls Industries. Prior to that, Ms. Walker's work experience includes serving as general counsel or chief legal officer at American Water Works Company, Diageo North America, and BJ's Wholesale Club. Ms. Walker was appointed to her current position effective April 2020.

Christopher M. Killian, age 53, is Senior Vice President and Chief Technology Officer. Dr. Killian has responsibility for Eastman's global technology organization. Prior to this position he served as Vice President, Technology for the AFP and CI segments, and Corporate Technology and Vice President of Technology for the AM segment. Dr. Killian joined Eastman in 1996 as a research chemist. During his career at Eastman, he has held various leadership positions in technology and the business including Director, Tritan Growth Platform early in his career. Dr. Killian was appointed to his current position effective June 2021.

Julie A. McAlindon, age 55, is Senior Vice President, Regions and Chief Supply Chain Officer. Ms. McAlindon has responsibility for overseeing supply chain, sourcing and procurement, and regional leadership outside of North America. Ms. McAlindon also leads the transformation of Eastman, building the capabilities and culture required to support Eastman's strategy. Prior to this role, Ms. McAlindon was Chief Procurement Officer and Vice President, Transformation. Ms. McAlindon joined Eastman in 2016. Before joining Eastman, Ms. McAlindon was with Avient Corporation (formerly PolyOne) as senior vice president, designed structures and solutions; and vice president of marketing. Prior to that, Ms. McAlindon's work experience includes a variety of leadership positions with The Dow Chemical Company. Ms. McAlindon was appointed to her current position effective June 2021.

Travis Smith, age 49, is Senior Vice President with responsibility for the AFP segment. Mr. Smith joined the Company in December 1992 as a chemical engineer and has held various positions of increasing responsibility within manufacturing, the chemicals business, corporate innovation, specialty plastics, and advance materials during his career at Eastman. Mr. Smith assumed the position of Vice President and General Manager, Performance Films in July 2012 and for both Performance Films and Advance Interlayers in April 2018. Mr. Smith was appointed to his current position effective October 2022.

Michelle R. Stewart, age 51, is Vice President, Corporate Controller and Chief Accounting Officer. Since joining Eastman in 1995, Ms. Stewart has served in a number of positions with increasing responsibility in the financial organization. Prior to joining Eastman, Ms. Stewart was an auditor with KPMG Peat Marwick. Ms. Stewart was appointed to her current position effective October 2021.

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ITEM 2.PROPERTIES

At December 31, 2022, Eastman owned or operated 35 manufacturing facilities and had equity interests in two manufacturing joint ventures in a total of 12 countries. Utilization of these sites may vary with product mix and economic, seasonal, and other business conditions; however, none of the principal plants is substantially idle. The Company's plants, including approved expansions, generally have sufficient capacity for existing needs and expected near-term growth. These plants are generally well maintained, in good operating condition, and suitable and adequate for their use. Unless otherwise indicated, all properties are owned. Corporate headquarters are in Kingsport, Tennessee. The Company's regional headquarters are in Shanghai, China; Rotterdam, the Netherlands; Singapore; and Zug, Switzerland.

The locations and general character of the Company's manufacturing facilities are:

	Segment using manufacturing location
Location	Advanced Materials	Additives & Functional Products	Chemical Intermediates	Fibers
USA
Alvin, Texas (1)		x
Anniston, Alabama		x
Axton, Virginia	x
Chestertown, Maryland			x
Columbia, South Carolina (1)	x
Fieldale, Virginia	x
Kingsport, Tennessee	x	x	x	x
Linden, New Jersey		x
Longview, Texas	x	x	x
Martinsville, Virginia	x
Pace, Florida (2)		x	x
Springfield, Massachusetts	x
St. Gabriel, Louisiana		x	x
Sun Prairie, Wisconsin	x
Texas City, Texas			x
Watertown, New York				x
Europe
Antwerp, Belgium (1)	x
Ghent, Belgium (3)	x	x	x
Kohtla-Järve, Estonia		x	x
Oulu, Finland (2)		x
Dresden, Germany	x
Leuna, Germany		x	x
Marl, Germany (2)		x
Avila, Spain		x
Newport, Wales	x	x

(1)Eastman is a guest under an operating agreement with a third party that operates its manufacturing facilities at the site.

(2)Eastman leases from a third party and operates the site.

(3)Eastman has more than one manufacturing facility at this location.

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	Segment using manufacturing location
Location	Advanced Materials	Additives & Functional Products	Chemical Intermediates	Fibers
Asia Pacific
Nanjing, China		x	x
Suzhou, China (1)(2)(3)	x	x
Wuhan, China (4)			x
Zibo, China (5)		x	x
Ulsan, Korea (6)				x
Kuantan, Malaysia (1)	x
Latin America
Mauá, Brazil			x
Santo Toribio, Mexico	x

(1)Eastman leases from a third party and operates the site.

(2)Eastman has more than one manufacturing facility at this location.

(3)Eastman holds a 60 percent share of Solutia Therminol Co., Ltd. Suzhou in the AFP segment.

(4)Eastman holds a 51 percent share of Eastman Specialties Wuhan Youji Chemical Co., Ltd.

(5)Eastman holds a 51 percent share of Qilu Eastman Specialty Chemical, Ltd.

(6)Eastman holds an 80 percent share of Eastman Fibers Korea Limited.

Eastman has 50 percent or less ownership in joint ventures that have manufacturing facilities at the following locations:

	Segment using manufacturing location
Location	Advanced Materials	Additives & Functional Products	Chemical Intermediates	Fibers
Asia Pacific
Hefei, China				x
Shenzhen, China	x

Eastman has distribution facilities at all of its plant sites. In addition, the Company owns or leases approximately 200 stand-alone distribution facilities in approximately 30 countries. The Company also maintains technical service centers around the world.

A summary of properties, classified by type, is included in Note 4, "Properties and Accumulated Depreciation", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

ITEM 3.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 (including the Jefferson Hills, Pennsylvania proceedings described below) is potential monetary sanctions that management believes will exceed $1 million.

24

Jefferson Hills, Pennsylvania Environmental Proceeding

In September 2021, Eastman Chemical Resins, Inc. ("ECRI"), a wholly-owned subsidiary of the Company, and the Company received a proposed Consent Decree from the United States Environmental Protection Agency's Region 3 Office ("EPA") and the Pennsylvania Department of Environmental Protection ("PADEP") alleging that ECRI's Jefferson Hills, Pennsylvania manufacturing operation had violated certain federal and state environmental regulations. Even though the Company sold the Jefferson Hills facility on April 1, 2022 as part of its previously reported sale of the adhesives resins business, it retained responsibility for any civil penalty assessed by EPA and PADEP in this matter. Following receipt of the proposed Consent Decree, ECRI and Company representatives met on multiple occasions with EPA and PADEP representatives and vigorously defended against these allegations. The parties have now reached a tentative settlement of this matter. The ultimate resolution of this proceeding is not expected to have a material impact on the Company's financial condition, results of operations, or cash flows.

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 4.MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)Eastman's common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "EMN". 

As of December 31, 2022, there were 118,796,867 shares of Eastman's common stock issued and outstanding, which shares were held by 11,486 stockholders of record. These shares include 50,798 shares held by the Company's charitable foundation. 

See "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters -Securities Authorized for Issuance Under Equity Compensation Plans" in Part III, Item 12 of this Annual Report for the information required by Item 201(d) of Regulation S-K.

(b)Not applicable.

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(c)        Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

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 and its stockholders (the "2018 authorization"). The Company completed the 2018 authorization in May 2022, acquiring a total of 19,915,370 shares. In December 2021, the Company's Board of Directors authorized the additional repurchase of up to $2.5 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 and its stockholders (the "2021 authorization"). As of December 31, 2022, a total of 6,743,883 shares have been repurchased under the 2021 authorization for $635 million. Both dividends and share repurchases are key strategies employed by the Company to return value to its stockholders.

In fourth quarter 2021, the Company entered into an accelerated share repurchase program ("2021 ASR") to purchase $500 million of the Company's common stock under the 2018 authorization. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2021 ASR's purchase period, which was settled in first quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2021 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2021 ASR were delivered in fourth quarter 2021 and the remaining shares were delivered in first quarter 2022.

In second quarter 2022, the Company entered into an accelerated share repurchase program ("2022 ASR") to purchase $500 million of the Company's common stock under the Board approved authorizations. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2022 ASR's purchase period, which was settled in third quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2022 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2022 ASR were delivered in second quarter 2022 and the remaining shares were delivered in third quarter 2022.

During 2022, the Company repurchased 10,710,259 shares of common stock for $1,102 million, which included $100 million from the settlement of the 2021 ASR.

For additional information, see Note 15, "Stockholders' Equity", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

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
October 1-31, 2022	—	$	—	—	$	1.965	billion
November 1-30, 2022	611,452	$	82.68	611,452	$	1.915	billion
December 1-31, 2022	592,863	$	84.33	592,863	$	1.865	billion
Total	1,204,315	$	83.56	1,204,315

(1)Average price paid per share reflects the weighted average purchase price paid for shares.

26

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	Page
Critical Accounting Estimates	28
Non-GAAP Financial Measures	31
Overview	36
Results of Operations	37
Summary by Operating Segment	41
Sales by Customer Location	46
Liquidity and Other Financial Information	46
Inflation	49
Recently Issued Accounting Standards	50
Risk Factors	50

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 ("GAAP") in the United States, and should be read in conjunction with the Company's consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (this "Annual Report"). All references to earnings per share ("EPS") contained in this report are to diluted EPS unless otherwise noted. EBIT is the GAAP measure earnings before interest and taxes. For a discussion of the year ended December 31, 2021, compared to the year ended December 31, 2020, please read "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item. 7 of Eastman's Annual Report on Form 10-K for the year ended December 31, 2021.

27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, fair value of disposal groups, 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, 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 below 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.

Impairment of Long-Lived Assets

Definite-lived Assets

Properties and equipment and definite-lived intangible assets to be held and used by Eastman are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of properties and equipment and the review of definite-lived intangible assets is performed at the asset group level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the carrying amount is not considered to be recoverable, an analysis of fair value is triggered. An impairment is recognized for the excess of the carrying amount of the asset over the fair value. The Company's assumptions to estimate cash flows in the evaluation of impairment related to long-lived assets are subject to change and impairments may be required in the future. If estimates of fair value less costs to sell are decreased, the carrying amount of the related asset is reduced, resulting in a charge to earnings.

Goodwill

Goodwill is an asset determined as the residual of the purchase price over the fair value of identified assets and liabilities

acquired in a business combination. Eastman conducts testing of goodwill for impairment annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The testing of goodwill is performed at the "reporting unit" level which the Company has determined to be its "components". Components are defined as an operating segment or one level below an operating segment, and in order to be a reporting unit, the component must 1) be a "business" as defined by applicable accounting standards (an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to the investors or other owners, members, or participants); 2) have discrete financial information available; and 3) be reviewed regularly by Company operating segment management. The Company aggregates certain components into reporting units based on economic similarities.

An impairment is recognized when the reporting unit's estimated fair value is less than its carrying value. The Company uses an income approach, specifically a discounted cash flow model, in testing the carrying value of goodwill for each reporting unit for impairment. Key assumptions and estimates used in the Company's 2022 goodwill impairment testing included projections of revenues and EBIT determined using the Company's annual multi-year strategic plan, the estimated weighted average cost of capital ("WACC"), and a projected long-term growth rate. The Company believes these assumptions are consistent with those a hypothetical market participant would use given circumstances that were present at the time the estimates were made. However, actual results and amounts may be significantly different from the Company's estimates. In addition, the use of different estimates or assumptions could result in materially different estimated fair values of reporting units. The WACC is calculated incorporating weighted average returns on debt and equity from market participants. Therefore, changes in the market, which are beyond the control of the Company, may have an impact on future estimates of fair value.

The Company had $3.7 billion of goodwill as of December 31, 2022. As a result of the goodwill impairment testing performed during fourth quarter 2022, fair values were determined to exceed the carrying values for each reporting unit tested. Declines in market conditions or forecasted revenue and EBIT could result in a future impairment of goodwill.

28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets, consisting primarily of tradenames, are tested for potential impairment by comparing the estimated fair value to the carrying amount. The Company elected to perform a qualitative impairment assessment of indefinite-lived intangible assets in 2022. The qualitative assessment did not identify indicators of impairment, and it was determined that it is more likely than not the fair value of indefinite-lived intangible assets was greater than their carrying value. When a quantitative impairment assessment is performed, the Company uses an income approach, specifically the relief from royalty method, to test indefinite-lived intangible assets for potential impairment. The estimated fair value of tradenames is determined based on projections of revenue and an assumed royalty rate savings, discounted by the calculated market participant WACC plus a risk premium. The Company had $359 million in indefinite-lived intangible assets at December 31, 2022. There was no impairment of the Company's indefinite-lived intangible assets as a result of the tests performed during fourth quarter 2022. Declines in market conditions or forecasted revenue could result in impairment of indefinite-lived intangible assets.

The Company will continue to monitor both goodwill and indefinite-lived intangible assets for any indication of events which might require additional testing before the next annual impairment test and could result in material impairment charges.

For additional information related to impairment of long-lived assets, see Note 1, "Significant Accounting Policies", Note 4, "Properties and Accumulated Depreciation", Note 5, "Goodwill and Other Intangible Assets", and Note 16, "Asset Impairments and Restructuring Charges, Net", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Environmental Costs

Eastman recognizes environmental remediation costs when it is probable that the Company has incurred a liability at a contaminated site and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company recognizes the minimum undiscounted amount. This undiscounted amount reflects liabilities expected to be paid within approximately 30 years and 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 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, and chemical control regulations and testing requirements could result in higher or lower costs. Estimated future environmental expenditures for undiscounted remediation costs ranged from the best estimate or minimum of $245 million to the maximum of $457 million at December 31, 2022. The best estimate or minimum estimated future environmental expenditures are considered to be probable and reasonably estimable and include the amounts recognized at December 31, 2022.

For additional information, see Note 13, "Environmental Matters and Asset Retirement Obligations", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Pension and Other Postretirement Benefits

Eastman maintains defined benefit pension and other postretirement benefit plans that provide eligible employees with retirement benefits. The estimated amounts of the costs and obligations related to these benefits primarily reflect the Company's assumptions related to discount rates and expected return on plan assets. For the Company's U.S. and non-U.S. defined benefit pension plans, the Company assumed weighted average discount rates of 5.58 percent and 4.27 percent, respectively, and weighted average expected returns on plan assets of 6.62 percent and 3.86 percent, respectively, at December 31, 2022. The Company assumed a weighted average discount rate of 5.55 percent for its other postretirement benefit plans at December 31, 2022. The estimated cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation.

29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The projected benefit obligation as of December 31, 2022 and expense for 2023 are affected by year-end 2022 assumptions. The following table illustrates the sensitivity to changes in the Company's long-term assumptions in the assumed discount rate and expected return on plan assets for all pension and other postretirement benefit plans. The sensitivities below are specific to the time periods noted. They also may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown.

Change in Assumption	Impact on 2023 Pre-tax Benefits Expense (Excludes mark-to-market impact)  for Pension Plans	Impact on December 31, 2022 Projected Benefit Obligation for Pension Plans		Impact on 2023 Pre-tax Benefits Expense (Excludes mark-to-market impact) for Other Postretirement Benefit Plans	Impact on December 31, 2022 Benefit Obligation for Other Postretirement Benefit Plans
		U.S.	Non-U.S.
25 basis point decrease in discount  rate	$-1 Million	$+32 Million	$+22 Million	$-1 Million	$+10 Million
25 basis point increase in discount  rate	$+1 Million	$-31 Million	$-20 Million	$+1 Million	$-10 Million
25 basis point decrease in expected return on plan assets	$+4 Million	No Impact	No Impact	<+$0.5 Million	No Impact
25 basis point increase in expected return on plan assets	$-4 Million	No Impact	No Impact	<-$0.5 Million	No Impact

The assumed discount rate and expected return on plan assets used to calculate the Company's pension and other postretirement benefit obligations are established each December 31. The assumed discount rate is based upon a portfolio of high-grade corporate bonds, which are used to develop a yield curve. This yield curve is applied to the expected cash flows of the pension and other postretirement benefit obligations. Because future health care benefits under the U.S. benefit plan have been fixed at a certain contribution amount, changes in the health care cost trend assumptions do not have a material impact on results of operations. The expected return on plan assets is based upon prior performance and the long-term expected returns in the markets in which the plans invest their funds, primarily in U.S. and non-U.S. fixed income securities, U.S. and non-U.S. public equity securities, private equity, and real estate. Moreover, the expected return on plan assets is a long-term assumption and on average is expected to approximate the actual return on plan assets. Actual returns will be subject to year-to-year variances and could vary materially from assumptions.

The Company calculates service and interest cost components of net periodic benefit costs for its significant defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve to the plans' projected cash flows. This cost approach does not affect the measurement of the total benefit obligation or the annual net periodic benefit cost or credit of the plans because the change in the service and interest costs will be offset in the mark-to-market ("MTM") actuarial gain or loss. The MTM gain or loss, as described in the next paragraph, is typically recognized in the fourth quarter of each year or in any other quarters in which an interim remeasurement is triggered.

The Company uses fair value accounting for plan assets. If actual experience differs from actuarial assumptions, primarily discount rates and long-term assumptions for asset returns which were used in determining the current year expense, the difference is recognized as part of the MTM net gain or loss in fourth quarter each year, and any other quarter in which an interim remeasurement is triggered. See the calculation of the MTM pension and other post-retirement benefits (gain) loss table below in "NON-GAAP FINANCIAL MEASURES - Non-GAAP Financial Measures - Non-Core and Unusual Items Excluded from Earnings".

30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

While changes in obligations do not correspond directly to cash funding requirements, it is an indication of the amount the Company will be required to contribute to the plans in future years. The amount and timing of such cash contributions is dependent upon interest rates, actual returns on plan assets, retirements, attrition rates of employees, and other factors.

For further information regarding pension and other postretirement benefit obligations, see Note 11, "Retirement Plans", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Income Taxes

Amounts of deferred tax assets and liabilities on Eastman's Consolidated Statements of Financial Position are based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. The ability to realize deferred tax assets is evaluated through the forecasting of taxable income and domestic and foreign taxes, using historical and projected future operating results, the reversal of existing temporary differences, and the availability of tax planning opportunities. Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In the event that the actual outcome of future tax consequences differs from management estimates and assumptions, the resulting change to the provision for income taxes could have a material impact on the consolidated results of operations and statements of financial position. As of December 31, 2022, valuation allowances of $258 million have been provided against the deferred tax assets.

The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and management judgment. Eastman's income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments which could result in additional income tax liabilities and income tax expense. Income tax expense could be materially impacted to the extent the Company prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits, or to the extent payments are required in excess of the established liability for unrecognized tax benefits.

For further information, see Note 8, "Income Taxes", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

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", and "Liquidity and Other Financial Information - Cash Flows" 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.

31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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, environmental costs related to previously divested businesses or non-operational sites and product lines, and mark-to-market losses or gains for pension and other postretirement benefit plans.

•In 2022, the Company recognized unusual costs, net of insurance proceeds, from the previously reported January 31, 2022 operational incident at its Kingsport site as a result of a steam line failure (the "steam line incident"). Management considered the operational incident unusual because of the Company's operational and safety history and the magnitude of the unplanned disruption.

•In 2021, the Company decreased the provision for income taxes due to adjustment of the amount recognized in prior years resulting from the 2017 Tax Cuts and Jobs Act ("Tax Reform Act"). As with the prior years' item to which this relates, management considers this decrease unusual because of the infrequent nature of the underlying change in tax law and resulting impacts on earnings.

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 the financial measures prepared and calculated in accordance with both 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.

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.

32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Measures in this Annual Report

The following non-core items are excluded by management in its evaluation of certain earnings results in this Annual Report:

•Asset impairments and restructuring charges, net;

•Mark-to-market pension and other postretirement benefit plans gains and losses resulting from the changes in discount rates and other actuarial assumptions and the difference between actual and expected returns on plan assets during the period;

•Environmental and other costs from previously divested or non-operational sites and product lines;

•Gains and losses, net on divested businesses and related transaction costs;

•Adjustments to contingent considerations;

•Accelerated depreciation resulting from the closure of a manufacturing facility as part of site optimization; and

•Early debt extinguishment costs.

The following unusual items are excluded by management in its evaluation of certain earnings results in this Annual Report:

•Steam line incident costs, net of insurance proceeds, and

•Decrease to the provision for income taxes due to adjustment of the amount recognized in prior years as a result of the Tax Reform Act.

As described above, the alternative non-GAAP measure of debt, "net debt", is also presented in this Annual Report.

Non-GAAP Financial Measures - Non-Core and Unusual Items Excluded from Earnings

(Dollars in millions)	2022		2021
Non-core items impacting EBIT:
Mark-to-market pension and other postretirement benefits loss (gain), net	$	19	$	(267)
Asset impairments and restructuring charges, net	52		47
Environmental and other costs	15		—
Loss on divested businesses and related transaction costs	61		570
Adjustments to contingent considerations	(6)		—
Accelerated depreciation	—		4
Unusual item impacting EBIT:
Steam line incident costs, net of insurance proceeds	39		—
Total non-core and unusual items impacting EBIT	180		354
Non-core item impacting earnings before income taxes:
Early debt extinguishment	—		1
Total non-core item impacting earnings before income taxes	—		1
Less: Items impacting provision for income taxes:
Tax effect for non-core and unusual items	(11)		(16)
Adjustments from tax law changes	—		15
Total items impacting provision for income taxes	(11)		(1)
Total items impacting net earnings attributable to Eastman	$	191	$	356

33

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Below is the calculation of the "Other components of post-employment (benefit) cost, net" that are not included in the above non-core item "mark-to-market pension and other postretirement benefits loss (gain), net" and that are included in the non-GAAP results.

(Dollars in millions)	2022		2021
Other components of post-employment (benefit) cost, net	$	(101)	$	(412)
Service cost	36		45
Net periodic benefit (credit) cost	(65)		(367)
Less: Mark-to-market pension and other postretirement benefits loss (gain), net	19		(267)
Components of post-employment (benefit) cost, net included in non-GAAP earnings measures	$	(84)	$	(100)

Below is the calculation of the MTM pension and other post-retirement benefits (gain) loss disclosed above.

(Dollars in millions)	2022					2021
Actual return and percentage of return on assets	$	(582)		(23)	%	$	278		10	%
Less: expected return on assets	163			6	%	168			6	%
Mark-to-market (loss) gain on assets	(745)					110
Actuarial gain (1)	719					157
Curtailment gain (2)	7					—
Total mark-to-market (loss) gain	$	(19)				$	267
Global weighted-average assumed discount rate for year ended December 31:	5.27		%			2.52		%

(1)Actuarial gain resulted primarily from the change in discount rates from the prior year and changes in other actuarial assumptions.

(2)Curtailment gain in a Non U.S. pension plan was triggered by the sale of the adhesives resins business. The Company retained certain plan participants while the status of the participants changed. The curtailment includes $3 million reduction in the pension benefit obligation and $4 million of prior service credits recognized.

For more detail about MTM pension and other postretirement benefit plans net gains and losses, including actual and expected return on plan assets and the components of the net gain or loss, see "Critical Accounting Estimates - Pension and Other Postretirement Benefits" above, and Note 11, "Retirement Plans", "Summary of Changes - Actuarial (gain) loss, Actual return on plan assets, and Reserve for third party contributions", and "Summary of Benefit Costs and Other Amounts Recognized in Other Comprehensive Income - Mark-to-market pension and other postretirement benefits (gain) loss, net" to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

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

•Gross profit,

•Selling, general and administrative ("SG&A") expenses,

•Other components of post-employment (benefit) cost, net,

•Other (income) charges, net,

•Earnings before interest and taxes ("EBIT"),

•Provision for income taxes,

•Net earnings attributable to Eastman,

•Diluted EPS, and

•Total borrowings.

34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Other Non-GAAP Financial Measures

Alternative Non-GAAP Cash Flow Measures

In addition to the non-GAAP measures presented in this Annual Report and other periodic reports, management may occasionally evaluate and disclose 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 and unusual 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, securities analysts, credit analysts and rating agencies, and lenders 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.

From time to time, Eastman may evaluate and disclose 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). 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 these metrics can be useful to investors and securities analysts in comparing cash flow generation with that of peer and 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 "Adjusted EBIT Margin", "Adjusted EBITDA", "Adjusted EBITDA Margin", "Return on Invested Capital" (or "ROIC"), and "Adjusted ROIC". Management defines Adjusted 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. Adjusted 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 Adjusted EBIT Margin, Adjusted EBITDA, Adjusted EBITDA Margin, 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 Adjusted EBIT Margin, Adjusted EBITDA, Adjusted EBITDA Margin, ROIC, and Adjusted ROIC to compare the results, returns, and value of the Company with those of peer and other companies.

35

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: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), 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. Molecular recycling technologies continue to be an area of investment focus for the Company and extends the level of differentiation afforded by its world class technology platforms. 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, textiles and nonwovens, animal nutrition, and personal and home care formulations. 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 from operations.

The Company generated sales revenue of $10.6 billion and $10.5 billion for 2022 and 2021, respectively. EBIT was $1.2 billion and $1.3 billion in 2022 and 2021, respectively. Excluding the non-core and unusual items referenced in "Non-GAAP Financial Measures", adjusted EBIT was $1.3 billion and $1.6 billion in 2022 and 2021, respectively.

Sales revenue in 2022 compared to 2021 was relatively unchanged as higher selling prices, resulting from higher raw material, energy, and distribution prices, were mostly offset by lower sales volume. Sales volume was lower due to an unfavorable impact from divested businesses and limited product availability in the first nine months of the year resulting from unplanned outages. The Company experienced significantly lower end-market demand and customer inventory destocking, mostly in fourth quarter 2022. Adjusted EBIT decreased in 2022 compared to 2021 primarily due to lower sales volume; higher manufacturing costs resulting from planned and unplanned outages; an unfavorable shift in foreign currency exchanges rates; and continued investment in growth. These factors were partially offset by higher selling prices, net of higher raw material and energy costs, and distribution costs, as well as lower SG&A costs, primarily due to variable compensation costs.

On January 31, 2022, the Company had an incident at its Kingsport site as a result of a steam line failure (the "steam line incident"). Consistent with Eastman's safety processes, all manufacturing operations at the site were safely shut down following the incident. All impacted areas of the manufacturing facility were operational as of March 31, 2022. The primary impacted area was specialty copolyesters in the AM segment. The Fibers segment was also modestly impacted. Incremental costs, net of insurance proceeds, of $39 million for 2022, primarily related to the repair of damaged infrastructure, were excluded from the Company's adjusted EBIT.

On November 1, 2021, the Company completed the sale of the 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 ("rubber additives"). The sale did not include the Eastman Impera™ and other performance resins product lines of the tire additives business.

On April 1, 2022, the Company completed the sale of the adhesives resins business, which included hydrocarbon resins (including Eastman Impera™ tire resins), pure monomer resins, polyolefin polymers, rosins and dispersions, and oleochemical and fatty-acid based resins product lines, of its AFP segment ("adhesives resins").

For additional information on the sales of the rubber additives business and the adhesive resins business, see Note 2, "Divestitures", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

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

36

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net earnings and EPS and adjusted net earnings and EPS were as follows:

	2022				2021
(Dollars in millions, except diluted EPS)	$		EPS		$		EPS
Net earnings attributable to Eastman	$	793	$	6.35	$	857	$	6.25
Total non-core and unusual items, net of tax	191		1.53		356		2.60
Net earnings attributable to Eastman excluding non-core and unusual items	$	984	$	7.88	$	1,213	$	8.85

The Company generated $975 million and $1.6 billion of cash from operating activities in 2022 and 2021, respectively.

RESULTS OF OPERATIONS

Eastman's results of operations as presented in the Company's consolidated financial statements in Part II, Item 8 of this Annual Report are summarized and analyzed below.

Sales

(Dollars in millions)	2022		2021		Change
Sales	$	10,580	$	10,476	1	%
Volume / product mix effect					(3)	%
Price effect					14	%
Exchange rate effect					(2)	%
Divested business effect (1)					(8)	%

(1)Contribution to sales revenue of businesses divested which are not in 2022 comparable periods.

Sales revenue increased as a result of increases in all operating segments. Further discussion by operating segments is presented in "Summary of Operating Segment" in this MD&A.

Gross Profit

(Dollars in millions)	2022		2021		Change
Gross profit	$	2,137	$	2,500	(15)	%
Steam line incident costs, net of insurance proceeds	39		—
Accelerated depreciation	—		4
Gross profit excluding non-core and unusual items	$	2,176	$	2,504	(13)	%

Gross profit in 2022 included incremental costs, net of insurance proceeds, from the steam line incident. Gross profit in 2021 included accelerated depreciation resulting from the closure of an advanced interlayers manufacturing facility in North America in the AM segment as part of site optimization actions.

Excluding these non-core and unusual items, gross profit decreased as a result of decreases in all operating segments, except the AFP segment. Further discussion of sales revenue and EBIT changes is presented in "Summary by Operating Segment" in this MD&A.

Selling, General and Administrative Expenses

(Dollars in millions)	2022		2021		Change
Selling, general and administrative expenses	$	726	$	795	(9)	%
Transaction costs	(18)		(18)
Selling, general and administrative expenses excluding non-core items	$	708	$	777	(9)	%

SG&A expenses in 2022 and 2021 included transaction costs for the divestitures of rubber additives and adhesives resins which were not allocated to an operating segment and reported in "Other".

Excluding the non-core item mentioned above, SG&A expenses decreased primarily as a result of lower variable compensation costs partially offset by higher growth initiative costs.

37

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Research and Development Expenses

(Dollars in millions)	2022		2021		Change
Research and development expenses	$	264	$	254	4	%

R&D expenses increased primarily due to higher spend for growth investment, primarily in the AM and AFP segments including methanolysis and other circular economy initiatives.

Asset Impairments and Restructuring Charges, Net

	For years ended December 31,
(Dollars in millions)	2022		2021
Tangible Asset Impairments
CI & AFP - Singapore	$	—	$	3
Site optimizations
Other - Tire additives	—		12
AM - Advanced interlayers	—		1
	—		16
Loss (Gain) on Sale of Previously Impaired Assets
Site optimizations
AM - Advanced interlayers	16		—
Other - Tire additives	(1)		—
AFP - Animal nutrition	—		(1)
	15		(1)
Severance Charges
Cost reduction actions	22		1
Site optimizations
AM - Advanced interlayers	—		1
AM - Performance films	1		—
Fibers - Acetate Yarn	7		—
	30		2
Other Restructuring Costs
CI & AFP - Singapore	3		17
Site optimizations
Other - Tire additives	—		6
AM - Advanced interlayers	2		5
AM - Performance films	—		2
Fibers - Acetate Yarn	2		—
	7		30
Total	$	52	$	47

For detailed information regarding asset impairments and restructuring charges, net see Note 16, "Asset Impairments and Restructuring Charges, Net", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

38

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Other Components of Post-employment (Benefit) Cost, Net

(Dollars in millions)	2022		2021		Change
Other components of post-employment (benefit) cost, net	$	(101)	$	(412)	(75)	%
Mark-to-market pension and other postretirement benefit gain (loss), net	(19)		267
Other components of post-employment (benefit) cost, net excluding non-core item	$	(120)	$	(145)	(17)	%

For more information regarding "Other components of post-employment (benefit) cost, net" see Note 1, "Significant Accounting Policies", and Note 11, "Retirement Plans", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Other (Income) Charges, Net

(Dollars in millions)	2022		2021
Foreign exchange transaction losses (gains), net	$	16	$	10
(Income) loss from equity investments and other investment (gains) losses, net	(19)		(16)
Other, net	(3)		(11)
Other (income) charges, net	$	(6)	$	(17)
Environmental and other costs	(15)		—
Adjustments to contingent considerations	6		—
Other (income) charges, net excluding non-core items	$	(15)	$	(17)

For more information regarding components of foreign exchange transaction losses, see Note 10, "Derivative and Non-Derivative Financial Instruments", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Earnings Before Interest and Taxes

(Dollars in millions)	2022		2021		Change
EBIT	$	1,159	$	1,281	(10)	%
Mark-to-market pension and other postretirement benefit loss (gain), net	19		(267)
Steam line incident costs, net of insurance proceeds	39		—
Asset impairments and restructuring charges, net	52		47
Loss on divested businesses and related transaction costs	61		570
Accelerated depreciation	—		4
Environmental and other costs	15		—
Adjustments to contingent considerations	(6)		—
EBIT excluding non-core and unusual items	$	1,339	$	1,635	(18)	%

For more information regarding items that impact EBIT, see "Overview", and items described above in "Results of Operations".

39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Interest Expense

(Dollars in millions)	2022		2021		Change
Gross interest expense	$	197	$	206
Less:  Capitalized interest	9		5
Interest Expense	188		201
Less: Interest income	6		3
Net interest expense	$	182	$	198	(8)	%

Net interest expense decreased in 2022 compared to 2021 primarily as a result of lower total borrowings.

Early Debt Extinguishment Costs

In 2022, the Company repaid the 3.6% notes due August 2022, of which $550 million was repaid in second quarter 2022 primarily from the proceeds of a $500 million five-year term loan agreement (the "2027 Term Loan") and $200 million was repaid in third quarter 2022 using available cash. There were no debt extinguishment costs associated with the repayment of this debt.

In 2021, the Company amended and restated the $1.50 billion revolving credit agreement (the "Credit Facility"). This resulted in a charge of $1 million for early debt extinguishment costs which was attributable to unamortized fees.

For additional information regarding the early debt extinguishment costs, see Note 9, "Borrowings", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Provision for Income Taxes

(Dollars in millions)	2022				2021
	$		%		$		%
Provision for income taxes and effective tax rate	$	181	19	%	$	215	20	%
Tax provision for non-core and unusual items (1)	(11)				(16)
Adjustments from tax law changes	—				15
Adjusted provision for income taxes and effective tax rate	$	170	15	%	$	214	15	%

(1)Provision for income taxes for non-core and unusual items is calculated using the tax rate for the jurisdiction where the gains are taxable and the expenses are deductible.

The 2022 provision for income taxes include a $32 million decrease related to the release of a state valuation allowance and a $37 million increase to reflect the tax implications of the business divestitures, including an increase related to non-deductible losses.

The 2021 provision for income taxes included a $78 million decrease primarily related to previously unrecognized tax positions resulting from finalization of prior years' income tax audits, partially offset by current year increases. Additionally, the 2021 provision for income taxes included impacts of the divestiture of rubber additives, including an increase related to non-deductible losses partially offset by a decrease from the revaluation of deferred tax liabilities.

For more information, see Note 8, "Income Taxes", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Earnings Attributable to Eastman and Diluted Earnings per Share

	2022				2021
(Dollars in millions, except per share amounts)	$		EPS		$		EPS
Net earnings and diluted earnings per share attributable to Eastman	$	793	$	6.35	$	857	$	6.25
Non-core items, net of tax: (1)
Mark-to-market pension and other postretirement benefit loss (gain), net	14		0.12		(202)		(1.46)
Accelerated depreciation	—		—		3		0.02
Asset impairments and restructuring charges, net	48		0.39		39		0.28
Environmental and other costs	11		0.09		—		—
Loss on divested businesses and related transaction costs	93		0.74		530		3.86
Early debt extinguishment costs	—		—		1		0.01
Adjustments to contingent considerations	(4)		(0.04)		—		—
Unusual items, net of tax: (1)
Steam line incident costs, net of insurance proceeds	29		0.23		—		—
Adjustments from tax law changes	—		—		(15)		(0.11)
Adjusted net earnings and diluted earnings per share attributable to Eastman	$	984	$	7.88	$	1,213	$	8.85

(1)The provision for income taxes for non-core and unusual items is calculated using the tax rate for the jurisdiction where the gains are taxable and the expenses are deductible.

SUMMARY BY OPERATING SEGMENT

Eastman's products and operations are managed and reported in four operating segments: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), Chemical Intermediates ("CI"), and Fibers. For additional financial and product information for each operating segment, see "Business - Business Segments" in Part I, Item 1 of this Annual Report and Note 20, "Segment and Regional Sales Information", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report and the recasted financial information for the AFP segment and "Other" in Part II, Item 5, "Other Information" of the Quarterly Report on Form 10-Q for first quarter 2022.

Advanced Materials Segment
					Change
(Dollars in millions)	2022		2021		$		%
Sales	$	3,207	$	3,027	$	180	6	%
Volume / product mix effect					(127)		(4)	%
Price effect					391		13	%
Exchange rate effect					(84)		(3)	%
EBIT	$	376	$	519	$	(143)	(28)	%
Asset impairments and restructuring charges, net	19		9		10
Accelerated depreciation	—		4		(4)
EBIT excluding non-core items	395		532		(137)		(26)	%

41

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sales revenue increased in 2022 compared to 2021 primarily due to higher selling prices partially offset by lower sales volume and an unfavorable shift in foreign currency exchange rates. Higher selling prices across all product lines were due to higher raw material, energy, and distribution prices. Lower sales volume was due to reduced demand and significant destocking attributed to global economic uncertainty in consumer durables and building and construction end-markets, primarily in fourth quarter 2022, as well as planned and unplanned outages. The lower sales volume was partially offset by favorable product mix due to increased sales of premium products in the advanced interlayers and specialty plastics product lines.

EBIT in 2022 and 2021 included asset impairment and restructuring charges, net, and in 2021 included accelerated depreciation. For more information regarding asset impairments and restructuring charges see Note 16, "Asset Impairments and Restructuring Charges, Net", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Excluding these non-core items, EBIT decreased primarily due to: $79 million of lower sales volume and higher manufacturing costs, primarily due to lower capacity utilization and costs from planned and unplanned outages; $34 million of an unfavorable shift in foreign exchange rates; and $14 million of higher growth spending.

Initiatives

In 2022, the AM segment:

•achieved key milestones for planned molecular recycling facilities (see "Corporate Overview - Business Strategy - Sustainability and Circular Economy - Circularity" in Part I, Item 1 of this Annual Report);

•continued adoption of polyester renewal technology for products including, Tritan™ Renew, Cristal™ Renew, and Cristal™ One Renew across several end-markets, including cosmetic packaging, eyewear and power tools; and

•continued to expand portfolio of differentiated post-applied window films and protective films for automotive and architectural applications.

Additives & Functional Products Segment
					Change
(Dollars in millions)	2022		2021		$		%
Sales	$	3,165	$	2,708	$	457	17	%
Volume / product mix effect					71		3	%
Price effect					490		18	%
Exchange rate effect					(104)		(4)	%
EBIT	$	483	$	448	$	35	8	%
Asset impairments and restructuring charges, net	—		4		(4)
EBIT excluding non-core item	483		452		31		7	%

Sales revenue increased in 2022 compared to 2021 primarily due to higher selling prices and higher sales volume, partially offset by an unfavorable shift in foreign currency exchange rates. Higher selling prices were due to strong demand across several key end-markets. Cost pass-through contracts represented approximately 45 percent of the selling price increase in 2022. The increase in sales volume due to growth in care additives and animal nutrition product lines was mostly offset by a decline in building and construction and industrial end-markets primarily attributed to deceleration of demand and customer inventory destocking in fourth quarter 2022 attributed to global economic uncertainty.

EBIT in 2021 included asset impairments and restructuring charges, net. For more information regarding asset impairments and restructuring charges see Note 16, "Asset Impairments and Restructuring Charges, Net", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Excluding these non-core items, EBIT increased in 2022 compared to 2021 primarily due to: $49 million higher selling prices, net of higher raw material and energy costs, and higher distribution costs; lower SG&A costs partially offset by higher R&D costs, totaling $10 million; $14 million unfavorable shift in foreign currency exchange rates; and $9 million of higher manufacturing costs.

42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Initiatives

In 2022, the AFP segment:

•expanded capacity and capabilities of Eastapure™ electronic solvents for use in manufacturing of semiconductor chips and other electronic applications with extremely low organic and inorganic impurities;

•realized additional production capacity across its Global Alkylamines assets through optimization projects; and

•continued global launch of Fluid Genius™, a patent-pending product that equips end-users with predictive insights to optimize heat transfer fluid performance by leveraging artificial intelligence technology with Eastman expertise to monitor and maximize the life cycle of heat transfer fluids for a myriad of system applications.

Chemical Intermediates Segment
					Change
(Dollars in millions)	2022		2021		$		%
Sales	$	3,026	$	2,849	$	177	6	%
Volume / product mix effect					(238)		(8)	%
Price effect					462		16	%
Exchange rate effect					(47)		(2)	%
EBIT	$	409	$	445	$	(36)	(8)	%
Asset impairments and restructuring charges, net	3		16		(13)
EBIT excluding non-core item	412		461		(49)		(11)	%

Sales revenue increased in 2022 compared to 2021 primarily due to higher selling prices, resulting from higher raw material, energy, and distribution prices, as well as constrained market conditions. This increase was partially offset by lower sales volume and an unfavorable shift in foreign currency exchange rates. The decrease in sales volume, primarily in plasticizers, which was partially offset by demand growth in the agriculture end-market for functional amines, was broadened in fourth quarter 2022 due to slowing demand in the building and construction and industrial end-markets, primarily attributed to deceleration of demand and customer inventory destocking related to global economic uncertainty.

EBIT in 2022 and 2021 included asset impairment and restructuring charges, net. For more information regarding asset impairments and restructuring charges see Note 16, "Asset Impairments and Restructuring Charges, Net", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Excluding these non-core items, EBIT decreased in 2022 compared to 2021 primarily due to $121 million lower sales volume and higher manufacturing costs partially offset by $60 million higher selling prices, net of higher raw material and energy costs, and higher distribution costs, and $31 million lower SG&A costs. In addition, there was a $14 million unfavorable shift in foreign currency exchange rates.

43

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Fibers Segment
(Dollars in millions)					Change
	2022		2021		$		%
Sales	$	1,022	$	900	$	122	14	%
Volume / product mix effect					(10)		(1)	%
Price effect					139		15	%
Exchange rate effect					(7)		—	%
EBIT	$	131	$	142	$	(11)	(8)	%
Asset impairments and restructuring charges, net	9		—		9
EBIT excluding non-core item	140		142		(2)		(1)	%

Sales revenue increased in 2022 compared to 2021 primarily due to higher selling prices across the segment due to higher raw material, energy, and distribution prices.

EBIT in 2022 included asset impairment and restructuring charges, net. For more information regarding asset impairments and restructuring charges see Note 16, "Asset Impairments and Restructuring Charges, Net", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Excluding the non-core item, EBIT was relatively unchanged as higher selling prices, net of higher raw material and energy costs, and higher distribution costs, were offset by higher manufacturing costs resulting from planned and unplanned outages.

Initiatives

In 2022, the Fibers segment:

•implemented variable pricing agreements across the acetate tow customer base, driving growth and returning adjusted EBIT margins and cash flow generation to acceptable performance levels;

•commercialized Naia™ staple fiber for spun yarns for apparel and home textiles; and

•announced several high-profile brand adoptions, including a major multinational clothing company; an American retailer of outdoor clothing; and a sustainable women's clothing and accessories designer and manufacturer.

44

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Other
(Dollars in millions)	2022		2021
Sales	$	160	$	992
Loss before interest and taxes
Growth initiatives and businesses not allocated to operating segments	$	(196)	$	(49)
Pension and other postretirement benefit plans income (expense), net not allocated to operating segments	70		375
Asset impairments and restructuring charges, net	(21)		(18)
Net gain (loss) on divested businesses and related transaction costs	(61)		(570)
Steam line incident costs, net of insurance proceeds	(39)		—
Other income (charges), net not allocated to operating segments	7		(11)
Loss before interest and taxes	$	(240)	$	(273)
Asset impairments and restructuring charges, net	21		18
Loss on divested businesses and related transaction costs	61		570
Steam line incident costs, net of insurance proceeds	39		—
Environmental and other costs	15		—
Mark-to-market pension and other postretirement benefits (gain) loss, net	19		(267)
Adjustments to contingent considerations	(6)		—
Earnings (loss) before interest and taxes excluding non-core and unusual items	(91)		48

On November 1, 2021, the Company and certain of its subsidiaries completed the sale of its 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. Additionally, on April 1, 2022, the Company and certain of its subsidiaries completed the sale of its adhesives resins business. The sale included hydrocarbon resins (including Eastman Impera™ tire resins), pure monomer resins, polyolefin polymers, rosins and dispersions, and oleochemical and fatty-acid based resins product lines, all of which were also previously part of the AFP segment.

Beginning January 1, 2022, sales revenue and EBIT of the divested businesses are included in "Other". To maintain comparability of segment financial statement information, the Company has recast the segment financial information for the AFP segment and "Other" for each quarter from first quarter 2019 through fourth quarter 2021. For more information, see the Current Report on Form 8-K dated April 18, 2022, and Part II, Item 5, "Other Information" of the Quarterly Report on Form 10-Q for first quarter 2022.

Costs related to growth initiatives, including circular economy, 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 2022, the Company recognized costs, net of insurance proceeds from the steam line incident, environmental and other costs from previously divested or non-operational sites, and adjustments to contingent considerations. In 2022 and 2021, the Company recognized severance and related costs as part of business improvement and cost reduction initiatives. For more information regarding asset impairments and restructuring charges and debt extinguishment costs see Note 16, "Asset Impairments and Restructuring Charges, Net" and Note 9, "Borrowings", respectively, to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

45

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SALES BY CUSTOMER LOCATION

	Sales Revenue
					Change
(Dollars in millions)	2022		2021		$		%
United States and Canada	$	4,738	$	4,578	$	160	3	%
Europe, Middle East, and Africa	2,783		2,735		48		2	%
Asia Pacific	2,443		2,549		(106)		(4)	%
Latin America	616		614		2		—	%
Total	$	10,580	$	10,476	$	104	1	%

Sales revenue increased 1 percent due to increases in sales revenue across all regions, except Asia Pacific. Higher sales revenue was primarily due to higher selling prices (up 14 percent) partially offset by lower sales volume (down 11 percent, including the impact from divested businesses) and an unfavorable shift in foreign currency exchange rates (down 2 percent). The most significant increase in sales revenue occurred in the United States and Canada, primarily due to higher selling prices across all operating segments partially offset by lower sales volume from the divested businesses.

See Note 20, "Segment and Regional Sales Information", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report for segment sales revenues by customer location.

LIQUIDITY AND OTHER FINANCIAL INFORMATION

Cash Flows

The Company had cash and cash equivalents as follows:

(Dollars in millions)	December 31,
	2022		2021
Cash and cash equivalents	$	493	$	459

Cash flows from operations, cash and cash equivalents, and other sources of liquidity 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 that supports an investment grade credit rating is important to its long-term strategy and financial flexibility.

	For years ended December 31,
(Dollars in millions)	2022		2021
Net cash provided by (used in):
Operating activities	$	975	$	1,619
Investing activities	392		(29)
Financing activities	(1,321)		(1,690)
Effect of exchange rate changes on cash and cash equivalents	(12)		(5)
Net change in cash and cash equivalents	34		(105)
Cash and cash equivalents at beginning of period	459		564
Cash and cash equivalents at end of period	$	493	$	459

Cash provided by operating activities decreased $644 million due to lower net earnings adjusted for both loss on divested businesses and mark-to-market pension and other postretirement benefit plans (gain) loss, net, as well as higher variable compensation payout. The use of cash in working capital also increased, driven by higher inventory due to continued inflationary pressures and lower sales volume.

46

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cash provided by investing activities was $392 million in 2022 compared with cash used in investing activities of $29 million in 2021 primarily due to proceeds from the sale of the adhesives resins business in 2022 greater than proceeds from the sale of the tire additives business in 2021. In addition, 2021 included cash used for acquisitions in the AFP and AM segments.

Cash used in financing activities decreased $369 million primarily due to proceeds from borrowings including net increase in commercial paper partially offset by repayment of borrowings.

Working Capital Management

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 operating cash flow consistent with the Company's 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 amount of receivables sold in 2022 and 2021 were $2.5 billion and $1.2 billion, 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 $402 million and $239 million of these receivables would have been outstanding as of December 31, 2022 and 2021, 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. The Company has 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 Company's consolidated financial statements in Part II, Item 8 of this Annual Report for additional information regarding both programs.

Debt and Other Commitments

Eastman has debt and other commitments for debt securities, credit facilities, interest payable, purchase obligations, operating leases, and other liabilities. A summary of the Company's debt and other commitment obligations as of December 31, 2022 for each of the next five years and beyond is included in Note 12, "Leases and Other Commitments", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

At December 31, 2022, Eastman's borrowings totaled approximately $5.2 billion with various maturities. In second quarter 2022, the Company repaid $550 million of the 3.6% notes due August 2022. In third quarter 2022, the Company repaid the remaining $200 million principal of the 3.6% notes due August 2022 using available cash. In fourth quarter 2021, the Company repaid the 3.5% notes due December 2021 ($300 million principal) using available cash. For information about debt and related interest, see Note 9, "Borrowings", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

For information about purchase obligations and operating leases, see Note 12, "Leases and Other Commitments", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Amounts in other liabilities represent the current estimated cash payments required to be made by the Company primarily for pension and other postretirement benefits, accrued compensation benefits, environmental loss contingency estimates, uncertain tax liabilities, and commodity and foreign exchange hedging in the periods indicated. Due to uncertainties in the timing of the effective settlement of tax positions with taxing authorities, management is unable to determine the timing of payments related to uncertain tax liabilities and these amounts are included in the "2028 and beyond" line item.

47

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The amount and timing of pension and other postretirement benefit payments included in other liabilities is dependent upon interest rates, health care cost trends, actual returns on plan assets, retirement and attrition rates of employees, continuation or modification of the benefit plans, and other factors. Such factors can significantly impact the amount and timing of any future contributions by the Company. Excess contributions are periodically made by management in order to keep the plans' funded status above 80 percent under the funding provisions of the Pension Protection Act to avoid partial benefit restrictions on accelerated forms of payment. The Company's U.S. defined benefit pension plans are not currently under any benefit restrictions. See Note 11, "Retirement Plans", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report, for more information regarding pension and other postretirement benefit obligations.

The resolution of uncertainties related to environmental matters included in other liabilities 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, if applicable, the expected sharing of costs, management does not believe that the Company's liability for these environmental matters, individually or in the aggregate, will be material to the Company's consolidated financial position, results of operations, or cash flows. See "Environmental Costs" in Note 1, "Significant Accounting Policies", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report, and see Note 13, "Environmental Matters and Asset Retirement Obligations", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report for more information regarding outstanding environmental matters and asset retirement obligations.

Credit Facility, Term Loan, and Commercial Paper Borrowings

The Company has access to a $1.50 billion revolving credit agreement (the "Credit Facility") expiring December 2026. 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 includes sustainability-linked pricing terms, provides available liquidity for general corporate purposes, and supports commercial paper borrowings. At December 31, 2022, the Company had no outstanding borrowings under the Credit Facility. At December 31, 2022, the Company's commercial paper borrowings were $326 million with a weighted average interest rate of 4.85%.

In 2022, the Company borrowed $500 million under a five-year term loan agreement (the "2027 Term Loan") and used the proceeds from the 2027 Term Loan to pay down $500 million of the 3.6% notes due August 2022. The 2027 Term Loan had a variable interest rate of 5.55% as of December 31, 2022.

In January 2023, the Company borrowed $300 million under a delayed draw two-year term loan (the "2024 Term Loan"), which was executed in fourth quarter 2022. Borrowings under the 2024 Term Loan are subject to interest at varying spreads above quoted market rates. The 2024 Term Loan contains the same customary covenants and events of default, including maintenance of certain financial ratios, as the Credit Facility, with payment of customary fees.

The Credit Facility and 2027 Term Loan contain 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 December 31, 2022. The total amount of available borrowings under the Credit Facility was $1.50 billion as of December 31, 2022. For additional information regarding financial covenants under the Credit Facility, see Section 5.03 of the Credit Facility at Exhibit 10.01 to the Company's Current Report on Form 8-K dated April 30, 2020.

See Note 9, "Borrowings", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

Net Debt

	December 31,		December 31,
(Dollars in millions)	2022		2021
Total borrowings	$	5,151	$	5,159
Less: Cash and cash equivalents	493		459
Net debt (1)	$	4,658	$	4,700

(1)Includes a non-cash decrease from foreign currency exchange rates of $85 million and $113 million in 2022 and 2021, respectively.

48

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Expenditures

Capital expenditures were $611 million and $555 million in 2022 and 2021, respectively. Capital expenditures in 2022 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 2023 capital spending will be approximately $700 million to $800 million, primarily for targeted growth initiatives, including the AM segment methanolysis plastic-to-plastic molecular recycling manufacturing facility and the Tritan™ capacity expansion, both in Kingsport, Tennessee, and other targeted growth initiatives and site modernization projects.

The Company had capital expenditures related to environmental protection and improvement of approximately $60 million and $38 million in 2022 and 2021, respectively. The Company does not currently expect near term environmental capital expenditures arising from requirements of environmental laws and regulations to materially impact the Company's planned level of annual capital expenditures for environmental control facilities.

Dividends and Stock Repurchases

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 and its stockholders (the "2018 authorization"). The Company completed the 2018 authorization in May 2022, acquiring a total of 19,915,370 shares. In December 2021, the Company's Board of Directors authorized the additional repurchase of up to $2.5 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 and its stockholders (the "2021 authorization"). As of December 31, 2022, a total of 6,743,883 shares have been repurchased under the 2021 authorization for $635 million. Both dividends and share repurchases are key strategies employed by the Company to return value to its stockholders.

In fourth quarter 2021, the Company entered into an accelerated share repurchase program ("2021 ASR") to purchase $500 million of the Company's common stock under the 2018 authorization. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2021 ASR's purchase period, which was settled in first quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2021 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2021 ASR were delivered in fourth quarter 2021 and the remaining shares were delivered in first quarter 2022.

In second quarter 2022, the Company entered into an accelerated share repurchase program ("2022 ASR") to purchase $500 million of the Company's common stock under the Board approved authorizations. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2022 ASR's purchase period, which was settled in third quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2022 ASR, less a discount.

During 2022, the Company repurchased 10,710,259 shares of common stock for $1,102 million, which included $100 million from the settlement of the 2021 ASR.

The Board of Directors has declared a cash dividend of $0.79 per share during the first quarter of 2023, payable on April 10, 2023 to stockholders of record on March 15, 2023. Both dividends and share repurchases are key strategies employed by the Company to return value to its stockholders.

INFLATION

In 2022, the Company experienced rapid, broad-based inflation across its portfolio, including higher raw material and energy costs and higher distribution costs. The cost of raw materials is generally based on market prices, although derivative financial instruments are utilized, as appropriate, to mitigate short-term market price fluctuations. Management expects the volatility of raw material and energy costs to continue and the Company will continue to pursue pricing and hedging strategies and ongoing cost control initiatives to offset the effects. For additional information, see "Risk Factors" and "Summary by Operating Segments" in this MD&A, and Note 10, "Derivative and Non-Derivative Financial Instruments", to the Company's consolidated financial statements in Part II, Item 8, of this Annual Report.

49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RECENTLY ISSUED ACCOUNTING STANDARDS

For information regarding the impact of recently issued accounting standards, see Note 1, "Significant Accounting Policies", to the Company's consolidated financial statements in Part II, Item 8 of this Annual Report.

RISK FACTORS

In addition to factors described elsewhere in this Annual Report, the following are the material known factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements made in this Annual Report and elsewhere from time to time. See "Forward-Looking Statements". The risks described below should be carefully considered, some of which have manifested and any of which may occur in the future, in addition to the other information contained in this Annual Report before making an investment decision with respect to any of the Company's securities. 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 Annual Report, and elsewhere from time to time, represent 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, in Company press releases, or in other public Company presentations) on related subjects.

Risks Related to Global Economy and Industry Conditions

Continued uncertain conditions in the global economy, labor market, and 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, labor market, and capital markets (including impacts from inflation, higher interest rates, the continuing COVID-19 pandemic and subsequent changes and disruptions in business, political, and economic conditions) have impacted and may adversely impact demand for and the costs of 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.

Both domestic and international markets experienced significant inflationary pressures in 2022 and inflation rates in the U.S., as well as in other countries in which the Company operates, are currently expected to continue at elevated levels for the near-term. In addition, the Federal Reserve in the U.S. and other central banks in various countries have raised, and may again raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world.

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

Eastman is reliant on certain strategic raw material and energy commodities for its operations and utilizes certain risk management tools to mitigate market fluctuations in raw material and energy costs. The cost and availability of these raw materials and energy commodities can be adversely impacted by factors such as business and economic conditions, anomalous severe weather events, natural disasters, the global COVID-19 pandemic, plant interruptions, supply chain and transportation disruptions (related to the global COVID-19 pandemic and otherwise), changes in laws or regulations, levels of unemployment and inflation, currency exchange rates, higher interest rates, war or other outbreak of hostilities or terrorism (such as the ongoing Russia/Ukraine conflict), and breakdown or degradation of transportation and supply chain infrastructure.

50

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent inflationary pressures affecting the general economy, energy markets, and certain raw materials have increased the Company's operating costs. For example, inflationary pressures in 2022 have resulted in increased costs for energy and feedstocks such as natural gas, paraxylene, vinyl acetate monomer, polyvinyl alcohol, and others. While inflation in these and other inputs has increased operating costs, the Company has undertaken efforts to offset many of these costs through pricing actions, including contract terms and some surcharges, contracts leveraged to multiple market indices, alternative supply arrangements, and hedging strategies, however, these risk mitigation measures do not eliminate all exposure to market fluctuations.

In addition to these inflationary pressures, the Company has experienced certain supply chain challenges impacting its ability to secure certain raw materials and timely distribute products to customers. For example, the global supply chain disruptions have impacted the availability of certain raw materials such as ammonia, methanol, and toluene. To mitigate the effects of these and other supply chain disruptions, the Company has implemented multifaceted sourcing, warehousing, and delivery strategies to focus on building resilient and redundant supply positions, and minimizing disruptions to customers by using alternate shipping methods to expedite delivery times. The Company's geographic footprint has also helped reduce exposure to localized risks.

Prolonged periods of heightened inflation or continued or worsening supply chain disruptions could have a material, adverse impact on the Company's financial performance and results of operations.

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 2022 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 this Annual Report). For example, the Organization for Economic Development has proposed the introduction of a global minimum tax. While details around the timing and impact of a global minimum tax are uncertain, if enacted, the Company may experience an increase in tax obligations in jurisdictions it conducts business.

The U.S. and foreign countries may also 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 and mitigate 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.

51

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 and specialty materials 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, and 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 this Annual Report). 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.

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, such as Eastman's sustainable innovation initiatives which aim to develop a more "circular economy." These and other 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.

52

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Significant acquisitions or divestitures could 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 and divestitures have been and continue to be a part of Eastman's strategy, acquisitions of large companies and acquisitions or divestitures of businesses 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 possibility that the actual and projected future financial performance of the acquired or remaining business may be significantly worse than expected and that, in the case of an acquired business and 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 this Annual Report, the carrying values of goodwill, indefinite-lived intangible assets, and certain assets from acquisitions may, as has been the case for certain acquired assets, be impaired resulting in non-cash charges to future earnings and, in the case of a divested business, the divestiture could reduce Eastman's revenue and, potentially, margins and increase its costs and liabilities in the form of transition costs and retained liabilities from the operations divested, including environmental liabilities; 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 integration of the new business or specific assets or product lines or separation of the divested business or specific assets or product lines resulting in a loss of focus on the successful operation of the Company's legacy businesses; and that the Company may be required to expend significant additional resources in order to integrate any acquired business or specific assets or product lines into Eastman or separate any divested business or specific assets or product lines from Eastman, or that the integration or separation 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, while the Company's sustainability and "circular economy" innovation initiatives are sources of competitive strength (see "Business - Corporate Overview - Business Strategy - Circular Economy and Sustainability" in Part I, Item 1 of this Annual Report), 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 or other costs or consequences including decreased demand for products related to carbon-based energy sources or increased demand for goods that result in lower emissions than competing products and reputational risk resulting from operations with greenhouse gas emissions. See "Business - Eastman Chemical Company General Information - Compliance With Environmental and Other Government Regulations" in Part I, Item 1 of this Annual Report.

53

ITEM 7A. 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.

Foreign Currency Risk

Due to a portion of the Company's operating cash flows and borrowings being denominated in foreign currencies, the Company is exposed to market risk from changes in foreign currency exchange rates. The Company continually evaluates its foreign currency exposure based on current market conditions and the locations in which the Company conducts business. The Company manages most foreign currency exposures on a consolidated basis, which allows the Company to net certain exposures and take advantage of natural offsets. To mitigate foreign currency risk, from time to time, the Company enters into derivative instruments to hedge the cash flows related to certain sales and purchase transactions expected within a rolling three year period and denominated in foreign currencies, and enters into forward exchange contracts to hedge certain firm commitments denominated in foreign currencies. The gains and losses on these contracts offset changes in the value of related exposures. Additionally, the Company, from time to time, enters into non-derivative and derivative instruments to hedge the foreign currency exposure of the net investment in certain foreign operations. The foreign currency change in the designated investment values of the foreign subsidiaries will generally be offset by a foreign currency change in the carrying value of the euro-denominated borrowings. It is the Company's policy to enter into foreign currency derivative and non-derivative instruments only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into foreign currency derivative financial instruments for speculative purposes. 

At December 31, 2022, the market risk associated with certain cash flows under these derivative transactions assuming a 10 percent adverse move in the U.S. dollar relative to these foreign currencies was $50 million, with an additional $4 million exposure for each additional one percentage point adverse change in those foreign currency rates. Since the Company utilizes currency-sensitive derivative instruments for hedging anticipated foreign currency transactions, a loss in fair value from those instruments is generally offset by an increase in the value of the underlying anticipated transactions.

At December 31, 2022, a 10 percent fluctuation in the euro currency rate would have had a $196 million impact on the designated net investment values in the foreign subsidiaries. As a result of the designation of the euro-denominated borrowings and designated cross-currency interest rate swaps as hedges of the net investments, foreign currency translation gains and losses on the borrowings and designated cross-currency interest rate swaps are recorded as a component of the "Change in cumulative translation adjustment" within "Other comprehensive income (loss), net of tax" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in Part II, Item 8 of this Annual Report. Therefore, a foreign currency change in the designated investment values of the foreign subsidiaries will generally be offset by a foreign currency change in the carrying value of the euro-denominated borrowings or the foreign currency change in the designated cross-currency interest rate swaps.

Commodity Risk

The Company is exposed to fluctuations in market prices for certain of its raw materials and energy, as well as contract sales of certain commodity products. To mitigate short-term fluctuations in market prices for certain commodities, principally propane, ethane, natural gas, paraxylene, ethylene, and benzene, as well as selling prices for ethylene, the Company enters into derivative transactions, from time to time, to hedge the cash flows related to certain sales and purchase transactions expected within a rolling three year period. At December 31, 2022, the market risk associated with these derivative contracts, assuming an instantaneous parallel shift in the underlying commodity price of 10 percent and no corresponding change in the selling price of finished goods, was $3 million, with an additional $300 thousand of exposure at December 31, 2022 for each one percentage point move in closing price thereafter.

54

Interest Rate Risk

Eastman is exposed to interest rate risk primarily as a result of its borrowing and investing activities, which include long-term borrowings used to maintain liquidity and to fund its business operations and capital requirements. The nature and amount of the Company's long-term and short-term debt may vary from time to time as a result of business requirements, market conditions, and other factors. The Company manages global interest rate exposure as part of regular operational and financing strategies. The Company had $825 million variable interest rate borrowings (including term loan borrowings and commercial paper borrowings) at December 31, 2022.

Eastman may enter into interest rate swaps, collars, or similar instruments with the objective of reducing interest rate volatility relating to the Company's borrowing costs. As of December 31, 2022, the Company had interest rate swaps outstanding with notional values of $75 million. For purposes of calculating the market risks associated with the fair value of interest-rate-sensitive instruments, the Company uses a hypothetical 10 percent increase in interest rates. The corresponding market risk of the interest rate swap hedging the interest rate risk on the 3.8% bonds maturing March 2025 and the interest rate swap hedging the variability in interest rates for long-term debt issuances was $5 million as of December 31, 2022.

55

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM	Page
Management's Responsibility for Financial Statements	57
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	58
Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings	60
Consolidated Statements of Financial Position	61
Consolidated Statements of Cash Flows	62
Notes to the Audited Consolidated Financial Statements
Note 1.    Significant Accounting Policies	63
Note 2.    Divestitures	70
Note 3.    Inventories	71
Note 4.    Properties and Accumulated Depreciation	71
Note 5.    Goodwill and Other Intangible Assets	72
Note 6.    Equity Investments	73
Note 7.    Payables and Other Current Liabilities	73
Note 8.    Income Taxes	73
Note 9.   Borrowings	77
Note 10.  Derivative and Non-Derivative Financial Instruments	78
Note 11.  Retirement Plans	84
Note 12.  Leases and Other Commitments	91
Note 13.  Environmental Matters and Asset Retirement Obligations	94
Note 14.  Legal Matters	96
Note 15.  Stockholders' Equity	97
Note 16.  Asset Impairments and Restructuring Charges, Net	100
Note 17.  Other (Income) Charges, Net	102
Note 18.  Share-Based Compensation Plans and Awards	102
Note 19.  Supplemental Cash Flow Information	105
Note 20.  Segment and Regional Sales Information	106
Note 21.  Reserve Rollforwards	110

56

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Management is responsible for the preparation and integrity of the accompanying consolidated financial statements of Eastman Chemical Company ("Eastman" or the "Company"). Eastman has prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the statements of necessity include some amounts that are based on management's best estimates and judgments.

Eastman's accounting systems include extensive internal controls designed to provide reasonable assurance of the reliability of its financial records and the proper safeguarding and use of its assets. Such controls are based on established policies and procedures, are implemented by trained, skilled personnel with an appropriate segregation of duties, and are monitored through a comprehensive internal audit program. The Company's policies and procedures prescribe that the Company and all employees are to maintain the highest ethical standards and that its business practices throughout the world are to be conducted in a manner that is above reproach.

The accompanying consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who were responsible for conducting their audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Their report is included herein.

The Board of Directors exercises its responsibility for these financial statements through its Audit Committee, which consists entirely of non-management Board members. PricewaterhouseCoopers LLP and internal auditors have full and free access to the Audit Committee. The Audit Committee meets periodically with PricewaterhouseCoopers LLP and Eastman's Director of Corporate Audit Services, both privately and with management present, to discuss accounting, auditing, policies and procedures, internal controls, and financial reporting matters.

/s/ Mark J. Costa	/s/ William T. McLain, Jr.
Mark J. Costa	William T. McLain, Jr.
Chief Executive Officer	Senior Vice President and
	Chief Financial Officer
February 15, 2023	February 15, 2023

57

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Eastman Chemical Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Eastman Chemical Company and its subsidiaries (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of earnings, comprehensive income and retained earnings, and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

58

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Annual Goodwill Impairment Assessment - Reporting Unit in the Additives & Functional Products Segment

As described in Notes 1 and 5 to the consolidated financial statements, the Company's consolidated goodwill balance was $3,664 million as of December 31, 2022, and the goodwill associated with the Additives & Functional Products segment was $1,601 million. Management conducts testing of goodwill for impairment annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. Management used an income approach, specifically a discounted cash flow model, in testing the carrying value of goodwill of each reporting unit for impairment. As disclosed by management, key assumptions and estimates used in the Company's goodwill impairment testing included projections of revenues and earnings before interest and taxes (EBIT), the estimated weighted average cost of capital (WACC) and a projected long-term growth rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for a reporting unit in the Additives & Functional Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of revenues and EBIT, the estimated WACC, and the projected long-term growth rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessment, including controls over the valuation of a reporting unit in the Additives & Functional Products segment. These procedures also included, among others (i) testing management's process for developing the fair value estimate of a reporting unit in the Additives & Functional Products segment, (ii) evaluating the appropriateness of the discounted cash flow model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the significant assumptions used by management related to projections of revenues and EBIT, the estimated WACC, and the projected long-term growth rate. Evaluating management's assumptions related to projections of revenues and EBIT and the projected long- term growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external industry reports, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company's discounted cash flow model and (ii) the reasonableness of the estimated WACC significant assumption.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 15, 2023

We have served as the Company's auditor since 1993.

59

CONSOLIDATED STATEMENTS OF EARNINGS,

COMPREHENSIVE INCOME AND RETAINED EARNINGS

	For years ended December 31,
(Dollars in millions, except per share amounts)	2022		2021		2020
Sales	$	10,580	$	10,476	$	8,473
Cost of sales	8,443		7,976		6,498
Gross profit	2,137		2,500		1,975
Selling, general and administrative expenses	726		795		654
Research and development expenses	264		254		226
Asset impairments and restructuring charges, net	52		47		227
Other components of post-employment (benefit) cost, net	(101)		(412)		119
Other (income) charges, net	(6)		(17)		8
Loss on divested businesses	43		552		—
Earnings before interest and taxes	1,159		1,281		741
Net interest expense	182		198		210
Early debt extinguishment costs	—		1		1
Earnings before income taxes	977		1,082		530
Provision for income taxes	181		215		41
Net earnings	796		867		489
Less: Net earnings attributable to noncontrolling interest	3		10		11
Net earnings attributable to Eastman	$	793	$	857	$	478
Basic earnings per share attributable to Eastman	$	6.42	$	6.35	$	3.53
Diluted earnings per share attributable to Eastman	$	6.35	$	6.25	$	3.50

Comprehensive Income
Net earnings including noncontrolling interest	$	796	$	867	$	489
Other comprehensive income (loss), net of tax:
Change in cumulative translation adjustment	7		56		(29)
Defined benefit pension and other postretirement benefit plans:
Prior service credit arising during the period	—		—		9
Amortization of unrecognized prior service credits included in net periodic costs	(27)		(28)		(28)
Derivatives and hedging:
Unrealized gain (loss) during period	53		66		(34)
Reclassification adjustment for (gains) losses included in net income, net	(56)		(3)		23
Total other comprehensive income (loss), net of tax	(23)		91		(59)
Comprehensive income including noncontrolling interest	773		958		430
Less: Comprehensive income attributable to noncontrolling interest	3		10		11
Comprehensive income attributable to Eastman	$	770	$	948	$	419
Retained Earnings
Retained earnings at beginning of period	$	8,557	$	8,080	$	7,965
Net earnings attributable to Eastman	793		857		478
Cash dividends declared	(377)		(380)		(363)
Retained earnings at end of period	$	8,973	$	8,557	$	8,080

The accompanying notes are an integral part of these consolidated financial statements.

60

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	December 31,		December 31,
(Dollars in millions, except per share amounts)	2022		2021
Assets
Current assets
Cash and cash equivalents	$	493	$	459
Trade receivables, net of allowance for credit losses	957		1,091
Miscellaneous receivables	320		489
Inventories	1,894		1,504
Other current assets	114		96
Assets held for sale	—		1,007
Total current assets	3,778		4,646
Properties
Properties and equipment at cost	12,942		12,680
Less:  Accumulated depreciation	7,782		7,684
Net properties	5,160		4,996
Goodwill	3,664		3,641
Intangible assets, net of accumulated amortization	1,210		1,362
Other noncurrent assets	855		874
Total assets	$	14,667	$	15,519
Liabilities and Stockholders' Equity
Current liabilities
Payables and other current liabilities	$	2,125	$	2,133
Borrowings due within one year	1,126		747
Liabilities held for sale	—		91
Total current liabilities	3,251		2,971
Long-term borrowings	4,025		4,412
Deferred income tax liabilities	671		810
Post-employment obligations	628		811
Other long-term liabilities	856		727
Total liabilities	9,431		9,731
Commitments and contingencies (Note 12)
Stockholders' equity
Common stock ($0.01 par value per share – 350,000,000 shares authorized; shares issued – 222,348,557 and 221,809,309 for 2022 and 2021, respectively)	2		2
Additional paid-in capital	2,315		2,187
Retained earnings	8,973		8,557
Accumulated other comprehensive loss	(205)		(182)
	11,085		10,564
Less: Treasury stock at cost (103,602,488 and 92,892,229 shares for 2022 and 2021, respectively)	5,932		4,860
Total Eastman stockholders' equity	5,153		5,704
Noncontrolling interest	83		84
Total equity	5,236		5,788
Total liabilities and stockholders' equity	$	14,667	$	15,519

The accompanying notes are an integral part of these consolidated financial statements.

61

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Operating activities
Net earnings	$	796	$	867	$	489
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	477		538		574
Mark-to-market pension and other postretirement benefit plans (gain) loss, net	19		(267)		240
Asset impairment charges	—		16		146
Early debt extinguishment costs	—		1		1
Loss on sale of assets	15		—		—
Loss on divested businesses	43		552		—
Provision for (benefit from) deferred income taxes	(136)		(38)		(111)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
(Increase) decrease in trade receivables	93		(281)		(31)
(Increase) decrease in inventories	(430)		(389)		291
Increase (decrease) in trade payables	60		554		(100)
Pension and other postretirement contributions (in excess of) less than expenses	(149)		(185)		(136)
Variable compensation payments (in excess of) less than expenses	(103)		162		87
Other items, net	290		89		5
Net cash provided by operating activities	975		1,619		1,455
Investing activities
Additions to properties and equipment	(611)		(555)		(383)
Proceeds from sale of businesses	998		667		—
Acquisitions, net of cash acquired	(1)		(114)		(1)
Additions to capitalized software	(13)		(23)		(13)
Other items, net	19		(4)		3
Net cash provided by (used in) investing activities	392		(29)		(394)
Financing activities
Net increase (decrease) in commercial paper and other borrowings	326		(50)		(121)
Proceeds from borrowings	500		—		249
Repayment of borrowings	(750)		(300)		(435)
Dividends paid to stockholders	(381)		(375)		(358)
Treasury stock purchases	(1,002)		(1,000)		(60)
Other items, net	(14)		35		21
Net cash used in financing activities	(1,321)		(1,690)		(704)
Effect of exchange rate changes on cash and cash equivalents	(12)		(5)		3
Net change in cash and cash equivalents	34		(105)		360
Cash and cash equivalents at beginning of period	459		564		204
Cash and cash equivalents at end of period	$	493	$	459	$	564

The accompanying notes are an integral part of these consolidated financial statements.

62

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation

The consolidated financial statements of Eastman Chemical Company ("Eastman" or the "Company") and subsidiaries are prepared in conformity with accounting principles generally accepted ("GAAP") in the United States and of necessity include some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The 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 in minority-owned companies 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 consolidated financial statements and accompanying footnotes to conform to current period presentation, including sales revenue, earnings before interest and taxes ("EBIT"), assets, depreciation and amortization expense, and capital expenditures related to the divested rubber additives product lines and related assets and technology and the adhesives resins business. See Note 20, "Segment and Regional Sales Information", for more information.

Recently Adopted Accounting Standards

Accounting Standards Update ("ASU") 2021-05 Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments: On January 1, 2022, Eastman adopted this update which is a part of the Financial Accounting Standards Board's ("FASB") post-implementation review of this Topic. The update provides that lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both: the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The adoption did not have a significant impact on the Company's financial statements and related disclosures.

ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance: On January 1, 2022, Eastman adopted prospectively this amendment which requires business entities that account for transactions with a government by applying a grant or contribution model by analogy (for example, a grant model within International Financial Reporting Standards) to provide annual disclosures about government assistance recorded during the period. The adoption did not have a significant impact on the Company's financial statements and related disclosures.

Accounting Standards Issued But Not Adopted as of December 31, 2022

ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: The FASB issued this update in October 2021, which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 Revenue from Contracts with Customers, as if it had originated the contracts. The update also provides certain practical expedients for acquirers and is applicable to all contract assets and liabilities within the scope of Topic 606. The expedients are as follows: "provides relief for contracts that have been previously modified before the acquisition date" and "relief for situations in which the acquirer does not have the appropriate data or expertise to analyze the historical periods in which the contract was entered into". This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Adoption is on a prospective basis to business combinations occurring on or after the initial application. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method: The FASB issued this update in March 2022. This ASU clarifies the guidance in Accounting Standards Codification ("ASC") 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 (released on August 28, 2017) that, among other things, established the "last-of-layer" method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renames that method the "portfolio layer" method and addresses feedback from stakeholders regarding its application. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

ASU 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures: The FASB issued this update in March 2022. This ASU updates the requirements for accounting for credit losses under ASC 326, eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310-40, and enhances creditors' disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial difficulty. This ASU also amends the guidance on "vintage disclosures" to require disclosure of gross write-offs by year of origination. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: The FASB issued this update in June 2022, which states that when measuring the fair value of an asset or a liability, a reporting entity should consider the characteristics of the asset or liability, including restrictions on the sale of the asset or liability, if a market participant also would take those characteristics into account. Key to that determination is the unit of account for the asset or liability being measured at fair value. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-04 Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations: The FASB issued this update in September 2022, which requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program. Required disclosures include information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Management is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and related disclosures.

ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848: The FASB issued this update in December 2022, which extends the temporary optional relief in accounting for the impact of reference rate reform under Topic 848 from December 31, 2022 to December 31, 2024. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. This update was effective immediately upon issuance, with no impact on the Company's financial statements and related disclosures.

Revenue Recognition

Eastman recognizes revenue when performance obligations of the sale are satisfied. Eastman sells to customers through master sales agreements or standalone purchase orders. The majority of the Company's terms of sale have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when control has been transferred to the customer, generally at the time of shipment of products.

Eastman accounts for shipping and handling as activities to fulfill the promise to transfer the good and does not allocate revenue to those activities. All related shipping and handling costs are recognized at the time of shipment. Amounts collected for sales or other similar taxes are presented net of the related tax expense rather than presenting them as additional revenue. The incremental cost of obtaining a sales contract is recognized as a selling expense when incurred given the potential amortization period for such an asset is one year or less. The possible existence of a significant financing component within a sales contract is ignored when the time between cash collection and performance is less than one year. Finally, the Company does not disclose any unfulfilled obligations as customer purchase order commitments have an original expected duration of one year or less and no consideration from customers is excluded from the transaction price.

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The timing of Eastman's customer billings does not always match the timing of revenue recognition. When the Company is entitled to bill a customer in advance of the recognition of revenue, a contract liability is recognized. When the Company is not entitled to bill a customer until a period after the related recognition of revenue, a contract asset is recognized. Contract assets represent the Company's right to consideration for the exchange of goods under a contract but which are not yet billable to a customer for consignment inventory or pursuant to certain shipping terms. Contract liabilities were $18 million and $14 million as of December 31, 2022 and 2021, respectively, and are included as a part of "Payables and other current liabilities" and "Other long-term liabilities" in the Consolidated Statements of Financial Position. Contract assets were $93 million and $82 million as of December 31, 2022 and 2021, respectively, and are included as a component of "Miscellaneous receivables" in the Consolidated Statements of Financial Position.

For additional information, see Note 20, "Segment and Regional Sales Information".

Pension and Other Postretirement Benefits

Eastman maintains defined benefit pension and other postretirement benefits plans that provide eligible employees with retirement benefits. The estimated amounts of the costs and obligations related to these benefits reflect the Company's assumptions related to discount rates, expected return on plan assets, rate of compensation increase or decrease for employees, and health care cost trends. The estimated cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation.

Eastman's pension and other postretirement benefit plans costs consist of two elements: 1) ongoing costs recognized quarterly, which are comprised of service and interest costs, expected returns on plan assets, and amortization of prior service credits; and 2) mark-to-market ("MTM") gains and losses recognized annually, in the fourth quarter of each year, primarily resulting from changes in actuarial assumptions for discount rates and the differences between actual and expected returns on plan assets. Any interim remeasurements triggered by a curtailment, settlement, or significant plan changes are recognized in the quarter in which such remeasurement event occurs.

For additional information, see Note 11, "Retirement Plans".

Environmental Costs

Eastman recognizes environmental remediation costs when it is probable that the Company has incurred a liability at a contaminated site and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company recognizes the minimum undiscounted amount. This undiscounted amount reflects liabilities expected to be paid within approximately 30 years and 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 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, and chemical control regulations and testing requirements could result in higher or lower costs.

The Company also establishes reserves for closure and post-closure costs associated with the environmental and other assets it maintains. Environmental assets include but are not limited to waste management units, such as landfills, water treatment facilities, and surface impoundments. When these types of assets are constructed or installed, a loss contingency reserve is established for the anticipated future costs associated with the retirement or closure of the asset based on its expected life and the applicable regulatory closure requirements. The Company recognizes the asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The asset retirement obligations are discounted to expected present value and subsequently adjusted for changes in fair value. These future estimated costs are charged to earnings over the estimated useful life of the assets. If the Company changes its estimate of the environmental asset retirement obligation costs or its estimate of the useful lives of these assets, earnings will be impacted in the period the estimate is changed. The associated estimated asset retirement costs are capitalized as part of the carrying value of the long-lived assets and depreciated over their useful life and charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Environmental costs are capitalized if they extend the life of the related property, increase its capacity, or mitigate the possibility of future contamination. The cost of operating and maintaining environmental control facilities is charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings, as incurred.

For additional information see Note 13, "Environmental Matters and Asset Retirement Obligations".

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation

Eastman recognizes compensation expense in "Selling, general and administrative expense" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for stock options and other share-based compensation awards based upon the grant-date fair value over the substantive vesting period. 

For additional information, see Note 18, "Share-Based Compensation Plans and Awards".

Restructuring of Operations

Eastman records restructuring charges for costs incurred in connection with consolidation of operations, exited business or product lines, or shutdowns of specific sites that are expected to be substantially completed within twelve months. These restructuring charges are recorded as incurred, and are associated with site closures, legal and environmental matters, demolition, contract terminations, obsolete inventory, or other costs and charges directly related to the restructuring. The Company records severance charges for employee separations when the separation is probable and reasonably estimable. In the event employees are required to perform future service, the Company records severance charges ratably over the remaining service period of those employees.

For additional information, see Note 16, "Asset Impairments and Restructuring Charges, Net".

Income Taxes

The provision for income taxes has been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of Eastman's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The recoverability of the Company's deferred tax assets are evaluated each quarter by assessing the likelihood of future profitability and available tax planning strategies that could be implemented to realize the Company's net deferred tax assets. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be indefinitely reinvested. The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and management judgment. Eastman's income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. The Company has evaluated these potential issues under the more-likely-than-not standard of the accounting literature. A tax position is recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized. Such judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. The Company accrues interest related to unrecognized income tax positions, which is included as a component of the income tax provision on the balance sheet. The accrued interest related to unrecognized income tax positions and taxes resulting from the global intangible low-tax income are recorded as a component of the income tax provision.

For additional information, see Note 8, "Income Taxes".

Cash and Cash Equivalents

Cash and cash equivalents include cash, time deposits, and readily marketable securities with original maturities of three months or less.

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

Eastman records recurring and non-recurring financial assets and liabilities as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Eastman maintains allowances for estimated credit losses, which are developed at a market, country, and region level based on risk of collection as well as current and forecasted economic conditions. The Company calculates the allowance based on an assessment of the risk when the accounts receivable is recognized. Write-offs are recorded at the time a customer receivable is deemed uncollectible. Allowance for credit losses was $15 million and $17 million as of December 31, 2022 and 2021, respectively. The Company does not enter into receivables of a long-term nature, also known as financing receivables, in the normal course of business.

Inventories

Inventories measured by the last-in, first-out ("LIFO") method are valued at the lower of cost or market and inventories measured by the first-in, first-out ("FIFO") method are valued at the lower of cost or net realizable value. Eastman determines the cost of most raw materials, work in process, and finished goods inventories in the United States and Switzerland by the LIFO method. The cost of all other inventories is determined by the average cost method, which approximates the FIFO method. The Company writes-down its inventories equal to the difference between the carrying value of inventory and the estimated market value or net realizable value based upon assumptions about future demand and market conditions.

For additional information, see Note 3, "Inventories".

Properties

Eastman records properties at cost. Maintenance and repairs are charged to earnings; replacements and betterments are capitalized. When Eastman retires or otherwise disposes of assets, it removes the cost of such assets and related accumulated depreciation from the accounts. The Company records any profit or loss on retirement or other disposition in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. Asset impairments are reflected as increases in accumulated depreciation for properties that have been placed in service. In instances when an asset has not been placed in service and is impaired, the associated costs are removed from the appropriate property accounts.

For additional information, see Note 4, "Properties and Accumulated Depreciation".

Depreciation and Amortization

Depreciation expense is calculated based on historical cost and the estimated useful lives of the assets, generally using the straight-line method. Estimated useful lives for buildings and building equipment generally range from 20 to 50 years. Estimated useful lives generally ranging from 3 to 33 years are applied to machinery and equipment in the following categories: computer software (3 to 5 years); office furniture and fixtures and computer equipment (5 to 10 years); vehicles, railcars, and general machinery and equipment (5 to 20 years); and manufacturing-related improvements (20 to 33 years). Accelerated depreciation is reported when the estimated useful life is shortened and continues to be reported in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 4, "Properties and Accumulated Depreciation".

Amortization expense for definite-lived intangible assets is generally determined using a straight-line method over the estimated useful life of the asset. Amortization expense is reported in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 5, "Goodwill and Other Intangible Assets".

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets

Definite-lived Assets

Properties and equipment and definite-lived intangible assets to be held and used by Eastman are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of properties and equipment and the review of definite-lived intangible assets is performed at the asset group level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the carrying amount is not considered to be recoverable, an analysis of fair value is triggered. An impairment is recognized for the excess of the carrying amount of the asset over the fair value.

Goodwill

Goodwill is an asset determined as the residual of the purchase price over the fair value of identified assets and liabilities

acquired in a business combination. Eastman conducts testing of goodwill for impairment annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The testing of goodwill is performed at the "reporting unit" level which the Company has determined to be its "components". Components are defined as an operating segment or one level below an operating segment, and in order to be a reporting unit, the component must 1) be a "business" as defined by applicable accounting standards (an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to the investors or other owners, members, or participants); 2) have discrete financial information available; and 3) be reviewed regularly by Company operating segment management. The Company aggregates certain components into reporting units based on economic similarities. An impairment is recognized when the reporting unit's estimated fair value is less than its carrying value. The Company uses an income approach, specifically a discounted cash flow model, in testing the carrying value of goodwill of each reporting unit for impairment.

Indefinite-lived Intangible Assets

Eastman conducts testing of indefinite-lived intangible assets annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The carrying value of an indefinite-lived intangible asset is considered to be impaired when the fair value, as established by appraisal or based on discounted future cash flows of certain related products, is less than the respective carrying value.

Indefinite-lived intangible assets, consisting primarily of various tradenames, are tested for potential impairment by comparing the estimated fair value to the carrying amount. The Company uses an income approach, specifically the relief from royalty method, to test indefinite-lived intangible assets. The estimated fair value of tradenames is determined based on an assumed royalty rate savings, discounted by the calculated market participant estimated weighted average cost of capital ("WACC") plus a risk premium.

For additional information, see Note 5, "Goodwill and Other Intangible Assets".

Leases

There are two types of leases: financing and operating. Both types of leases have associated right-to-use assets and lease liabilities that are valued at the net present value of the lease payments and recognized on the 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. Residual guarantee payments that become probable and estimable are recognized as rent expense over the remaining life of the applicable lease.

For lease accounting policies, see Note 12, "Leases and Other Commitments".

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Investments

The consolidated financial statements include the accounts of Eastman and all its subsidiaries and entities or joint ventures in which a controlling interest is maintained. The Company includes its share of earnings and losses of such investments in "Net earnings attributable to Eastman" and "Comprehensive income attributable to Eastman" located in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and in "Total equity" located in the Consolidated Statements of Financial Position.

Investments in affiliates over which the Company has significant influence but not a controlling interest are carried under the equity method of accounting. These investments are included in "Other noncurrent assets" in the Consolidated Statements of Financial Position. The Company includes its share of earnings and losses of such investments in "Other (income) charges, net" located in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 6, "Equity Investments".

Derivative and Non-Derivative Financial Instruments

Eastman uses derivative and non-derivative instruments to manage its exposure to market risks, such as changes in foreign currency exchange rates, commodity prices, and interest rates. The Company does not enter into derivative transactions for speculative purposes.

The Company's derivative instruments are recognized as either assets or liabilities on the Consolidated Statements of Financial Position and measured at fair value. Hedge accounting will be discontinued prospectively for all hedges that no longer qualify for hedge accounting treatment.

For additional information, see Note 10, "Derivative and Non-Derivative Financial Instruments".

Litigation and Contingent Liabilities

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. The Company accrues a contingent loss liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount. The Company expenses legal costs, including those expected to be incurred in connection with a loss contingency, as incurred.

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 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 amount of receivables sold in 2022 and 2021 were $2.5 billion and $1.2 billion, respectively.

The Company works with suppliers to optimize payment terms and conditions on accounts payable to enhance timing of working capital and cash flows. The Company has a voluntary supply chain finance program to provide suppliers with the opportunity to sell receivables due from Eastman to a participating financial institution. Eastman's responsibility is limited to making payments on the terms originally negotiated with suppliers, regardless of whether the suppliers sell their receivables to the financial institution. The range of payment terms Eastman negotiates with suppliers are consistent, regardless of whether a supplier participates in the program. All of Eastman's accounts payable and associated payments are reported consistently in the Company's Consolidated Statements of Financial Position and Consolidated Statements of Cash Flows regardless of whether they are associated with a vendor who participates in the program.

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.DIVESTITURES

Rubber Additives Divestiture

On November 1, 2021, the Company and certain of its subsidiaries completed the sale of its rubber additives (including Crystex™ insoluble sulfur and Santoflex™ antidegradants) and other product lines and related assets and technology of the global tire additives business ("rubber additives") of its Additives & Functional Products ("AFP") segment. The sale did not include the Eastman Impera™ and other performance resins product lines of the tire additives business. The Company provided certain business transition and post-closing services to the buyer on agreed terms, which were completed in 2022. The business was not reported as a discontinued operation because the sale did not have a major effect on the Company's operations and financial results.

The total estimated consideration, after estimates of contingent consideration and post-closing adjustments and ongoing agreements through October 2027, was $640 million. The additional amount of consideration of up to $75 million is to be paid based on performance of divested rubber additives through December 2023. The divestiture resulted in a $594 million loss (including cumulative translation adjustment liquidation of $23 million and certain costs to sell of $7 million), of which $42 million was recorded in 2022.

The major classes of divested assets and liabilities were as follows:

(Dollars in millions)
Assets divested
Trade receivables, net of allowance for doubtful accounts	$	107
Inventories	94
Other assets	26
Properties, net of accumulated depreciation	298
Goodwill	398
Intangible assets, net of accumulated amortization	381
Assets divested	1,304
Liabilities divested
Payables and other liabilities	48
Post-employment obligations	34
Other liabilities	18
Liabilities divested	100
Disposal group, net	$	1,204

Separately, the Company recognized $5 million and $15 million of transaction costs for the divested business in 2022 and 2021, respectively. Transaction costs are expensed as incurred and are included in "Selling, general and administrative expenses" ("SG&A") in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Adhesives Resins Divestiture

On April 1, 2022, the Company and certain of its subsidiaries completed the sale of its adhesives resins business, which included hydrocarbon resins (including Eastman Impera™ tire resins), pure monomer resins, polyolefin polymers, rosins and dispersions, and oleochemical and fatty-acid based resins product lines ("adhesives resins"), of its AFP segment. The Company provided certain business transition and post-closing services to the buyer on agreed terms, which were completed in 2022. The business was not reported as a discontinued operation because the sale did not have a major effect on the Company's operations and financial results. Included in the adhesives resins divestiture was the 50 percent interest in a joint venture that has a manufacturing facility in Nanjing, China, which produces Eastotac™ hydrocarbon tackifying resins for pressure-sensitive adhesives, caulks, and sealants.

The total estimated consideration, after estimates of post-closing adjustments, was $957 million. The divestiture resulted in a $1 million loss (including cumulative translation adjustment liquidation of $10 million and certain costs to sell of $13 million).

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The major classes of divested assets and liabilities as of the date of the divestiture were as follows:

(Dollars in millions)
Assets divested
Trade receivables, net of allowance for doubtful accounts	$	129
Inventories	163
Other assets	21
Properties, net of accumulated depreciation	303
Goodwill	399
Intangible assets, net of accumulated amortization	14
Assets divested	1,029
Liabilities divested
Payables and other liabilities	83
Deferred tax liability	7
Other liabilities	4
Liabilities divested	94
Disposal group, net	$	935

The Company recognized $13 million and $3 million of transaction costs for the divested business in 2022 and 2021, respectively. Transaction costs are expensed as incurred and are included in SG&A in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

3.INVENTORIES

	December 31,
(Dollars in millions)	2022		2021
Finished goods	$	1,347	$	1,007
Work in process	297		273
Raw materials and supplies	743		589
Total inventories at FIFO or average cost	2,387		1,869
Less: LIFO reserve	493		365
Total inventories	$	1,894	$	1,504

Inventories valued on the LIFO method were approximately 50 percent of total inventories at both December 31, 2022 and 2021.

4.PROPERTIES AND ACCUMULATED DEPRECIATION

	December 31,
(Dollars in millions)	2022		2021
Properties
Land	$	140	$	150
Buildings	1,394		1,458
Machinery and equipment	10,543		10,449
Construction in progress	865		623
Properties and equipment at cost	$	12,942	$	12,680
Less:  Accumulated depreciation	7,782		7,684
Net properties	$	5,160	$	4,996

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NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense was $384 million, $426 million, and $445 million for 2022, 2021, and 2020, respectively.

Cumulative construction-period interest of $93 million and $99 million, reduced by accumulated depreciation of $43 million and $45 million, is included in net properties at December 31, 2022 and 2021, respectively.

Eastman capitalized $9 million, $5 million, and $4 million of interest in 2022, 2021, and 2020, respectively.

5.GOODWILL AND OTHER INTANGIBLE ASSETS

Below is a summary of the change in goodwill during 2022 and 2021.

(Dollars in millions)	Advanced Materials		Additives & Functional Products		Chemical Intermediates		Other		Total
Balance at December 31, 2020	$	1,292	$	2,397	$	766	$	10	$	4,465
Divestiture	—		(398)		—		—		(398)
Held for sale (1)	—		(399)		—		—		(399)
Currency translation adjustments	(6)		(15)		(6)		—		(27)
Balance at December 31, 2021	1,286		1,585		760		10		3,641
Acquisitions (2)	15		30		—		—		45
Currency translation adjustments	(5)		(14)		(3)		—		(22)
Balance at December 31, 2022	$	1,296	$	1,601	$	757	$	10	$	3,664

(1)Held for sale goodwill was divested in 2022.

(2)Measurement period adjustments related to prior year acquisitions.

The reported balance of goodwill included accumulated impairment losses of $106 million, $12 million, and $14 million in the AFP segment, Chemical Intermediates ("CI") segment, and other segments, respectively, at both December 31, 2022 and 2021.

The carrying amounts of intangible assets follow:

				December 31, 2022						December 31, 2021
(Dollars in millions)	Estimated Useful Life in Years			Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Amortizable intangible assets:
Customer relationships	8	-	25	$	1,134	$	535	$	599	$	1,144	$	479	$	665
Technology	7	-	20	505		331		174		581		304		277
Other	16	-	37	110		32		78		87		26		61
Indefinite-lived intangible assets:
Tradenames				349		—		349		349		—		349
Other				10		—		10		10		—		10
Total identified intangible assets				$	2,108	$	898	$	1,210	$	2,171	$	809	$	1,362

Amortization expense of definite-lived intangible assets was $87 million, $108 million, and $128 million for 2022, 2021, and 2020, respectively. Estimated amortization expense for future periods is $83 million in 2023 and 2024, $76 million in 2025 and 2026, and $67 million in 2027.

72

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

6.EQUITY INVESTMENTS

Eastman owns a 50 percent or less interest in joint ventures which are accounted for under the equity method. As of December 31, 2022 and 2021, these include a joint venture with a 50 percent interest for the manufacture of compounded cellulose diacetate ("CDA") in Shenzhen, China. CDA is a bio-derived material, which is used in various injection molded applications, including but not limited to ophthalmic frames, tool handles, and other end-use products. The Company owns a 45 percent interest in a joint venture with China National Tobacco Corporation that manufactures acetate tow in Hefei, China. As of December 31, 2022, these joint ventures also include a 40 percent interest in a joint venture that is building a manufacturing facility in Kingsport, Tennessee. The Kingsport facility will produce acetylated wood. As of December 31, 2021, Eastman owned a 50 percent interest in a joint venture that had a manufacturing facility in Nanjing, China. The Nanjing facility produces EastotacTM hydrocarbon tackifying resins for pressure-sensitive adhesives, caulks, and sealants, which was sold in 2022 as part of the divestiture of the adhesives resins business. For additional information, see Note 2, "Divestitures". At December 31, 2022 and 2021, the Company's total investment in these joint ventures was $111 million and $96 million, respectively, included in "Other noncurrent assets" in the Consolidated Statements of Financial Position.

7.PAYABLES AND OTHER CURRENT LIABILITIES

	December 31,
(Dollars in millions)	2022		2021
Trade creditors	$	1,319	$	1,228
Accrued payrolls, vacation, and variable-incentive compensation	164		311
Accrued taxes	157		138
Post-employment obligations	103		70
Dividends payable to stockholders	94		101
Other	288		285
Total payables and other current liabilities	$	2,125	$	2,133

The "Other" above consists primarily of accruals for the current portion of factoring, operating lease liabilities, interest payable, environmental liabilities, and miscellaneous accruals.

8.INCOME TAXES

Components of earnings before income taxes and the provision for U.S. and other income taxes from operations follow:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings before income taxes
United States	$	205	$	645	$	164
Outside the United States	772		437		366
Total	$	977	$	1,082	$	530
Provision for income taxes
United States Federal
Current	$	179	$	114	$	70
Deferred	(76)		18		(96)
Outside the United States
Current	105		115		77
Deferred	(10)		(42)		(14)
State and other
Current	33		24		5
Deferred	(50)		(14)		(1)
Total	$	181	$	215	$	41

73

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following represents the deferred tax (benefit) charge recorded as a component of "Accumulated other comprehensive income (loss)" ("AOCI") in the Consolidated Statements of Financial Position:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Defined benefit pension and other postretirement benefit plans	$	(7)	$	(10)	$	(7)
Derivatives and hedging	(1)		21		(4)
Total	$	(8)	$	11	$	(11)

Total income tax expense (benefit) included in the consolidated financial statements was composed of the following:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings before income taxes	$	181	$	215	$	41
Other comprehensive income	(8)		11		(11)
Total	$	173	$	226	$	30

Differences between the provision for income taxes and income taxes computed using the U.S. Federal statutory income tax rate follow:

	For years ended December 31,
(Dollars in millions)	2022			2021			2020
Amount computed using the statutory rate	$	205		$	225		$	109
State income taxes, net	(27)			(4)			2
Foreign rate variance	(16)			(28)			(49)
Change in reserves for tax contingencies	27			(39)			4
General business credits	(44)			(21)			(39)
U.S. tax on foreign earnings, net of credits	(17)			2			13
Divestitures	37			89			—
Tax law changes and tax loss from outside-U.S. entity reorganizations	—			(15)			—
Other	16			6			1
Provision for income taxes	$	181		$	215		$	41
Effective income tax rate	19		%	20		%	8		%

The 2022 provision for income taxes include a $32 million decrease related to the release of a state valuation allowance and a $37 million increase to reflect the tax implications of the business divestitures, including an increase related to non-deductible losses.

The 2021 provision for income taxes includes a $78 million decrease primarily related to previously unrecognized tax positions resulting from finalization of prior years' income tax audits, partially offset by current year increases. Additionally, the 2021 provision for income taxes includes impacts of the divestiture of rubber additives, including an increase related to non-deductible losses partially offset by a decrease from the revaluation of deferred tax liabilities.

The 2020 provision for income taxes includes a $27 million decrease as a result of a decrease in previously unrecognized tax positions and a $7 million decrease related to adjustments to certain prior year tax returns.

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 2022, 2021, or 2020.

74

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The significant components of deferred tax assets and liabilities follow:

	December 31,
(Dollars in millions)	2022		2021
Deferred tax assets
Post-employment obligations	$	150	$	176
Net operating loss carryforwards	645		637
Tax credit carryforwards	236		212
Environmental contingencies	64		67
Capitalized research and development expenses	139		—
Other	239		224
Total deferred tax assets	1,473		1,316
Less: Valuation allowance	258		339
Deferred tax assets less valuation allowance	$	1,215	$	977
Deferred tax liabilities
Property, plant, and equipment	$	(849)	$	(843)
Intangible assets	(272)		(288)
Investments	(441)		(369)
Other	(201)		(171)
Total deferred tax liabilities	$	(1,763)	$	(1,671)
Net deferred tax liabilities	$	(548)	$	(694)
As recorded in the Consolidated Statements of Financial Position:
Other noncurrent assets	$	123	$	116
Deferred income tax liabilities	(671)		(810)
Net deferred tax liabilities	$	(548)	$	(694)

All foreign earnings, with the exception of short-term liquid assets on certain foreign subsidiaries, including basis differences, continue to be considered indefinitely reinvested. As of December 31, 2022, unremitted earnings of subsidiaries outside the U.S. totaled approximately $3.0 billion of which a substantial portion has already been subject to U.S. tax. The Company has not determined the deferred tax liability associated with these unremitted earnings and basis differences, as such determination is not practicable.

At December 31, 2022, foreign net operating loss carryforwards totaled $2.4 billion. Of this total, $900 million will expire in 1 to 20 years and $1.5 billion have no expiration date. A valuation allowance of approximately $131 million has been provided against such net operating loss carryforwards and other foreign deferred income tax balances.

At December 31, 2022, there were no federal net operating loss carryforwards available to offset future taxable income. At December 31, 2022, foreign tax credit carryforwards of approximately $66 million were available to reduce possible future U.S. income taxes, which expire from 2023 to 2032. As a result of the 2017 Tax Cuts and Jobs Act ("Tax Reform Act"), the Company may no longer be able to utilize certain U.S. foreign tax credit carryforwards. A valuation allowance of $54 million has been established on a portion of deferred tax assets as of December 31, 2022.

At December 31, 2022, a partial valuation allowance of $28 million has been provided against state tax credits that the Company may not be able to utilize.

A partial valuation allowance of $42 million has been established for the Solutia, Inc. ("Solutia") state net operating loss carryforwards. The valuation allowance will be retained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized, or the related statute expires.

The Tax Reform Act eliminated the option to deduct research and development ("R&D") expenses in the period incurred and requires R&D expenses to be capitalized and amortized beginning in 2022.

75

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Amounts due to and from tax authorities as recorded in the Consolidated Statements of Financial Position:

	December 31,
(Dollars in millions)	2022		2021
Miscellaneous receivables	$	35	$	173
Payables and other current liabilities	$	95	$	68
Other long-term liabilities	174		130
Total income taxes payable	$	269	$	198

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(Dollars in millions)	2022		2021		2020
Balance at January 1	$	200	$	257	$	202
Adjustments based on tax positions related to current year	11		6		14
Adjustments based on tax positions related to prior years	24		2		63
Lapse of statute of limitations	—		(45)		(22)
Settlements	—		(20)		—
Balance at December 31 (1)	$	235	$	200	$	257

(1)Approximately $229 million of the unrecognized tax benefits as of December 31, 2022, would, if recognized, impact the Company's effective tax rate.

A reconciliation of the beginning and ending amounts of accrued interest related to unrecognized tax positions is as follows:

(Dollars in millions)	2022		2021		2020
Balance at January 1	$	13	$	13	$	13
Expense for interest, net of tax	9		9		5
Income for interest, net of tax	—		(9)		(5)
Balance at December 31	$	22	$	13	$	13

Accrued penalties related to unrecognized tax positions were immaterial as of December 31, 2022, 2021, and 2020.

Eastman files federal income tax returns in the U.S. and income tax returns in various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2017. With few exceptions, Eastman is no longer subject to foreign, state, and local income tax examinations by tax authorities for years before 2015. Solutia and related subsidiaries are no longer subject to state and local income tax examinations for years before 2002.

It is reasonably possible that, as a result of the resolution of federal, state, and foreign examinations and appeals, and the expiration of various statutes of limitation, unrecognized tax benefits could decrease within the next twelve months by up to $55 million.

76

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

9.BORROWINGS

	December 31,
(Dollars in millions)	2022		2021
Borrowings consisted of:
3.6% notes due August 2022	$	—	$	747
1.50% notes due May 2023 (1)	800		850
7 1/4% debentures due January 2024	198		198
7 5/8% debentures due June 2024	43		43
3.80% notes due March 2025	693		698
1.875% notes due November 2026 (1)	530		565
7.60% debentures due February 2027	196		195
4.5% notes due December 2028	495		494
4.8% notes due September 2042	494		494
4.65% notes due October 2044	877		875
2027 Term loan	499		—
Commercial paper and short-term borrowings	326		—
Total borrowings	5,151		5,159
Less: Borrowings due within one year	1,126		747
Long-term borrowings	$	4,025	$	4,412

(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.

In 2022, the Company repaid the 3.6% notes due August 2022, of which $550 million was repaid in second quarter 2022 primarily from proceeds from the 2027 Term Loan discussed below and $200 million was repaid in third quarter 2022 using available cash. The total consideration for this redemption is reported under financing activities on the Consolidated Statement of Cash Flows.

Credit Facility, Term Loan, and Commercial Paper Borrowings

The Company has access to a $1.50 billion revolving credit agreement (the "Credit Facility") that was amended and restated in December 2021. The amendments include the addition of sustainability-linked pricing terms and extending the maturity to December 2026, and resulted in a charge of $1 million for early debt extinguishment costs which was attributable to unamortized fees. 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 December 31, 2022 and 2021, the Company had no outstanding borrowings under the Credit Facility. At December 31, 2022, the Company's commercial paper borrowings were $326 million with a weighted average interest rate of 4.85%. At December 31, 2021, the Company had no outstanding commercial paper borrowings.

In 2022, the Company borrowed $500 million under a five-year term loan agreement (the "2027 Term Loan"). The 2027 Term Loan had a variable interest rate of 5.55% as of December 31, 2022. Borrowings under the 2027 Term Loan are subject to interest at varying spreads above quoted market rates.

The Credit Facility and 2027 Term Loan contain 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 December 31, 2022 and 2021.

77

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Borrowings

Eastman has classified its total borrowings at December 31, 2022 and 2021 under the fair value hierarchy as defined in the accounting policies in Note 1, "Significant Accounting Policies". 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 and the 2027 Term Loan equals the carrying value and is classified as Level 2. At December 31, 2022 and 2021, the fair value of total borrowings was $4,888 million and $5,737 million, respectively. The Company had no borrowings classified as Level 1 or Level 3 as of December 31, 2022 and 2021.

Subsequent Action

In January 2023, the Company borrowed $300 million under a delayed draw two-year term loan (the "2024 Term Loan"), which was executed in fourth quarter 2022. Borrowings under the 2024 Term Loan are subject to interest at varying spreads above quoted market rates. The 2024 Term Loan contains the same customary covenants and events of default, including maintenance of certain financial ratios, as the Credit Facility, with payment of customary fees.

10.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.

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 AOCI located in the 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 Consolidated Statements of Cash Flows.

Foreign Currency Exchange Rate Hedging 

Eastman manufactures and sells its products in a number of countries throughout the world and, as a result, is exposed to changes in foreign currency exchange rates. To manage the volatility relating to these exposures, the Company nets the exposures on a consolidated basis to take advantage of natural offsets. To manage the remaining exposure, the Company enters into currency option and forward cash flow hedges to hedge probable anticipated, but not yet committed, export sales and purchase transactions expected within a rolling three year period and denominated in foreign currencies (principally the euro). Additionally, the Company, from time to time, enters into forward exchange contract cash flow hedges to hedge certain firm commitments denominated in foreign currencies.

In fourth quarter 2022, the Company de-designated and monetized certain forward cash flow hedges. The resulting unrealized gain of $27 million was recorded in AOCI and will be recognized in earnings in 2023 through 2025 as the underlying forecasted transactions impact earnings.

78

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Commodity Hedging

Certain raw material and energy sources used by Eastman, as well as sales of certain commodity products by the Company, are subject to price volatility caused by weather, supply and demand conditions, economic variables and other unpredictable factors. This volatility is primarily related to the market pricing of benzene, ethane, ethylene, natural gas, paraxylene, and propane. In order to mitigate expected fluctuations in market prices, from time to time, the Company enters into option and forward contracts and designates these contracts as cash flow hedges. The Company currently hedges commodity price risks using derivative financial instrument transactions within a rolling three year period. The Company weights its hedge portfolio more heavily in the first year with declining coverage over the remaining periods.

Interest Rate Hedging 

Eastman's policy is to manage interest expense using a mix of fixed and variable rate debt. To manage interest rate risk effectively, the Company, from time to time, enters into cash flow interest rate derivative instruments, primarily forward starting swaps and treasury locks, to hedge the Company's exposure to movements in interest rates prior to anticipated debt offerings. These instruments are designated as cash flow hedges. 

In 2022, the Company settled the notional amount of $75 million associated with the 2022 forward starting interest rate swap, resulting in a cash gain of $13 million which is included as part of operating activities in the Consolidated Statements of Cash Flows. The recognized gain from cash flow hedges of $1 million is included within "Net interest expense" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and the unrecognized gain of $12 million from cash flow hedges is included in AOCI on the Consolidated Statements of Financial Position.

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 reported as "Long-term borrowings" on the Consolidated Statements of Financial Position 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 Consolidated Statements of Cash Flows.

Interest Rate Hedging 

Eastman's policy is to manage interest expense using a mix of fixed and variable rate debt. To manage the Company's mix of fixed and variable rate debt effectively, from time to time, the Company enters into interest rate swaps in which the Company agrees to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. These swaps are designated as hedges of the fair value of the underlying debt obligations and the interest rate differential is reflected as an adjustment to interest expense over the life of the swaps. 

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 investment 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 located in the Consolidated Statements of Financial Position. Cash flows from the CTA component are classified as operating activities in the 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 Consolidated Statements of Cash Flows.

79

NOTES TO THE AUDITED 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 Consolidated Statements of Financial Position. Cash flows from excluded components are classified as operating activities in the Consolidated Statements of Cash Flows.

In 2022, the Company terminated fixed-to-fixed cross-currency swaps designated to hedge a portion of its net investment in a euro functional currency denominated subsidiary against foreign currency fluctuations. The notional amount terminated was €266 million ($320 million) which was scheduled to mature in August 2022. The termination resulted in a $40 million gain recognized in CTA. The related cash flows were classified as investing activities in the Consolidated Statements of Cash Flows.

Summary of Financial Position and Financial Performance of Hedging Instruments

The following table presents the notional amounts outstanding at December 31, 2022 and 2021 associated with Eastman's hedging programs.

Notional Outstanding		December 31, 2022	December 31, 2021
Derivatives designated as cash flow hedges:
Foreign Exchange Forward and Option Contracts (in millions)
	EUR/USD (in EUR)	€573	€429
Commodity Forward and Collar Contracts
	Feedstock (in million barrels)	—	1
	Energy (in million british thermal units)	3	13
Interest rate swaps for the future issuance of debt (in millions)		—	$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)	€587	€853
Non-derivatives designated as net investment hedges:
Foreign Currency Net Investment Hedges (in millions)
	EUR/USD (in EUR)	€1,247	€1,246

Fair Value Measurements

For additional information on fair value measurement, see Note 1, "Significant Accounting Policies".

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 the counterparties to validate the accuracy of its standard pricing models. The Company had no derivatives classified as Level 1 or Level 3 as of December 31, 2022 or December 31, 2021. 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 realize a credit loss during the years ended December 31, 2022 or 2021.

80

NOTES TO THE AUDITED 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 presents derivative contracts on a gross basis within the 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 located within the Consolidated Statements of Financial Position as of December 31, 2022 and 2021.

The Financial Position and Fair Value Measurements of Hedging Instruments on a Gross Basis
(Dollars in millions)
Derivative Type	Statements of Financial Position Location	December 31, 2022 Level 2		December 31, 2021 Level 2
Derivatives designated as cash flow hedges:
Commodity contracts	Other current assets	$	3	$	16
Commodity contracts	Other noncurrent assets	—		2
Foreign exchange contracts	Other current assets	—		12
Foreign exchange contracts	Other noncurrent assets	—		6
Forward starting interest rate swap contracts	Other current assets	—		5
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	—		1
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Other current assets	—		20
Cross-currency interest rate swaps	Other noncurrent assets	72		35
Total Derivative Assets		$	76	$	98
Derivatives designated as cash flow hedges:
Commodity contracts	Payables and other current liabilities	$	3	$	1
Commodity contracts	Other long-term liabilities	—		1
Foreign exchange contracts	Payables and other current liabilities	8		1
Foreign exchange contracts	Other long-term liabilities	4		—
Derivatives designated as fair value hedges:
Fixed-for-floating interest rate swap	Long-term borrowings	5		—
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Other long-term liabilities	—		5
Total Derivative Liabilities		$	20	$	8
Total Net Derivative Assets (Liabilities)		$	56	$	90

81

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 a carrying value of $1.3 billion and $1.4 billion associated with non-derivative instruments designated as foreign currency net investment hedges as of December 31, 2022 and 2021, respectively. The designated foreign currency-denominated borrowings are included as part of "Long-term borrowings" within the Consolidated Statements of Financial Position.

As of December 31, 2022 and 2021, the following amounts were included within the 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 Consolidated Statements of Financial Position in which the hedged item is included	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Borrowings due within one year	$	—	$	697	$	—	$	(2)
Long-term borrowings	79		76		5		1

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 the twelve months ended December 31, 2022, 2021, and 2020:

(Dollars in millions)	Change in amount of after tax gain/(loss) recognized in OCI on Derivatives						Pre-tax amount of gain/(loss) reclassified from AOCI into income
	December 31,						December 31,
Hedging Relationships	2022		2021		2020		2022		2021		2020
Derivatives in cash flow hedging relationships:
Commodity contracts	$	(11)	$	15	$	17	$	36	$	20	$	(31)
Foreign exchange contracts	(2)		39		(36)		45		(7)		9
Forward starting interest rate and treasury lock swap contracts	10		9		8		(6)		(9)		(9)
Non-derivatives in net investment hedging relationships (pre-tax):
Net investment hedges	85		116		(130)		—		—		—
Derivatives in net investment hedging relationships (pre-tax):
Cross-currency interest rate swaps	63		74		(88)		—		—		—
Cross-currency interest rate swaps excluded component	(1)		(12)		10		—		—		—

82

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the effect of fair value and cash flow hedge accounting on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for 2022, 2021, and 2020.

Location and Amount of Gain or (Loss) Recognized in Earnings on Fair Value and Cash Flow Hedging Relationships
	Twelve Months
	2022						2021						2020
(Dollars in millions)	Sales		Cost of Sales		Net interest expense		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 Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in which the effects of fair value or cash flow hedges are recognized
	$	10,580	$	8,443	$	182	$	10,476	$	7,976	$	198	$	8,473	$	6,498	$	210
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					2						2						1
Derivatives designated as hedging instruments					(2)						(2)						(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					(6)						(9)						(9)
Commodity Contracts:
Amount reclassified from AOCI into earnings			36						20						(31)
Foreign Exchange Contracts:
Amount reclassified from AOCI into earnings	45						(7)						9

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 the line item "Other (income) charges, net" of the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. The Company recognized a net loss of $11 million in 2022, no gain or loss in 2021, and a net loss of $1 million in 2020 on these derivatives.

Pre-tax monetized positions and MTM gains and losses from raw materials and energy, currency, and certain interest rate hedges that were included in AOCI included gains of $134 million at December 31, 2022 and losses of $7 million at December 31, 2021. Gains in AOCI in 2022 compared to losses in 2021 are primarily as a result of an increase in foreign currency exchange rates, particularly the euro. If realized, approximately $10 million in pre-tax gains will be reclassified into earnings during the next 12 months, including foreign exchange contracts prospectively dedesignated and monetized in fourth quarter 2022.

83

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

11.RETIREMENT PLANS

As described below, Eastman offers various postretirement benefits to its employees.

Defined Contribution Plans

Eastman sponsors a defined contribution employee stock ownership plan (the "ESOP"), which is a component of the Eastman Investment Plan and Employee Stock Ownership Plan ("EIP/ESOP"), under Section 401(a) of the Internal Revenue Code. Eastman made a contribution in February 2023 to the EIP/ESOP for substantially all U.S. employees equal to 5 percent of their eligible compensation for the 2022 plan year. Employees may allocate contributions to other investment funds within the EIP from the ESOP at any time without restrictions. Allocated shares in the ESOP totaled 1,871,624; 1,909,362; and 1,997,587 shares as of December 31, 2022, 2021, and 2020, respectively. Dividends on shares held by the EIP/ESOP are charged to retained earnings. All shares held by the EIP/ESOP are treated as outstanding in computing earnings per share ("EPS").

In 2006, the Company amended its EIP/ESOP to provide a Company match of 50 percent of the first 7 percent of an employee's compensation contributed to the plan for employees who are hired on or after January 1, 2007. Employees who are hired on or after January 1, 2007, are also eligible for the contribution to the ESOP as described above.

Charges for domestic contributions to the EIP/ESOP were $81 million, $73 million, and $67 million for 2022, 2021, and 2020, respectively.

Defined Benefit Pension Plans and Other Postretirement Benefit Plans

Pension Plans

Eastman maintains defined benefit pension plans that provide eligible employees with retirement benefits.

Effective January 1, 2000, the Company's Eastman Retirement Assistance Plan, a U.S. defined benefit pension plan, was amended. Employees' accrued pension benefits earned prior to January 1, 2000 are calculated based on previous plan provisions using the employee's age, years of service, and final average compensation as defined in the plans. The amended plan uses a pension equity formula to calculate an employee's retirement benefits from January 1, 2000 forward. Benefits payable will be the combined pre-2000 and post-1999 benefits. Employees hired on or after January 1, 2007 are not eligible to participate in Eastman's U.S. defined benefit pension plans.

Benefits are paid to employees from trust funds. Contributions to the trust funds are made as permitted by laws and regulations. The pension trust funds do not directly own any of the Company's common stock.

Pension coverage for employees of Eastman's non-U.S. operations is provided, to the extent deemed appropriate, through separate plans. The Company systematically provides for obligations under such plans by depositing funds with trustees, under insurance policies, or by book reserves.

Other Postretirement Benefit Plans

Under its other postretirement benefit plans in the U.S., Eastman provides life insurance for eligible retirees hired prior to January 1, 2007. Eastman provided a subsidy for pre-Medicare health care and dental benefits to eligible retirees hired prior to January 1, 2007 that ended on December 31, 2021. Company funding is also provided for eligible Medicare retirees hired prior to January 1, 2007 with a health reimbursement arrangement. A few of the Company's non-U.S. operations have supplemental health benefit plans for certain retirees, the cost of which is not significant to the Company.

84

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Below is a summary balance sheet of the change in plan assets during 2022 and 2021, the funded status of the plans and amounts recognized in the Consolidated Statements of Financial Position.

Summary of Changes

	Pension Plans								Postretirement Benefit Plans
	2022				2021				2022		2021
(Dollars in millions)	U.S.		Non-U.S.		U.S.		Non-U.S.
Change in projected benefit obligation:
Benefit obligation, beginning of year	$	1,892	$	948	$	2,050	$	1,089	$	665	$	745
Service cost	25		11		26		19		—		—
Interest cost	45		14		37		12		14		12
Actuarial gain	(328)		(264)		(49)		(68)		(127)		(40)
Curtailment gain	—		(3)		—		—		—		—
Settlement	(9)		—		(6)		—		—		—
Divestitures	—		—		—		(32)		—		(2)
Plan participants' contributions	—		1		—		1		2		9
Effect of currency exchange	—		(77)		—		(43)		—		—
Federal subsidy on benefits paid	—		—		—		—		—		1
Benefits paid	(154)		(28)		(166)		(30)		(45)		(60)
Benefit obligation, end of year	$	1,471	$	602	$	1,892	$	948	$	509	$	665
Change in plan assets:
Fair value of plan assets, beginning of year	$	1,877	$	924	$	1,798	$	938	$	134	$	144
Actual return on plan assets	(312)		(250)		247		31		(31)		7
Effect of currency exchange	—		(76)		—		(39)		—		—
Company contributions	3		18		4		23		35		40
Reserve for third party contributions	—		—		—		—		11		(7)
Plan participants' contributions	—		1		—		1		2		9
Benefits paid	(154)		(28)		(166)		(30)		(45)		(60)
Federal subsidy on benefits paid	—		—		—		—		—		1
Settlements	(9)		—		(6)		—		—		—
Fair value of plan assets, end of year	$	1,405	$	589	$	1,877	$	924	$	106	$	134
Funded status at end of year	$	(66)	$	(13)	$	(15)	$	(24)	$	(403)	$	(531)
Amounts recognized in the Consolidated Statements of Financial Position consist of:
Other noncurrent assets	$	—	$	23	$	41	$	42	$	53	$	62
Current liabilities	(13)		—		(3)		—		(38)		(38)
Post-employment obligations	(53)		(36)		(53)		(66)		(418)		(555)
Net amount recognized, end of year	$	(66)	$	(13)	$	(15)	$	(24)	$	(403)	$	(531)
Accumulated benefit obligation	$	1,417	$	578	$	1,803	$	910
Amounts recognized in accumulated other comprehensive income consist of:
Prior service (credit) cost	$	—	$	(6)	$	1	$	(10)	$	(37)	$	(68)

Actuarial gains in the projected benefit obligations for 2022 were primarily due to higher discount rates partially offset by changes in actuarial assumptions. Actuarial gains in the projected benefit obligations for 2021 were primarily due to higher discount rates.

85

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Information for pension plans with projected benefit obligations in excess of plan assets:

(Dollars in millions)	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.
Projected benefit obligation	$	1,471	$	176	$	175	$	288
Fair value of plan assets	1,405		140		119		222

Information for pension plans with accumulated benefit obligations in excess of plan assets:

(Dollars in millions)	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.
Accumulated benefit obligation	$	245	$	141	$	161	$	272
Fair value of plan assets	188		116		119		222

Postretirement benefit plans with accumulated benefit obligations in excess of plan assets are $456 million and $592 million at December 31, 2022 and 2021, respectively. The plans have no assets.

Summary of Benefit Costs and Other Amounts Recognized in Other Comprehensive Income

	Pension Plans												Postretirement Benefit Plans
	2022				2021				2020				2022		2021		2020
(Dollars in millions)	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Components of net periodic benefit (credit) cost:
Service cost	$	25	$	11	$	26	$	19	$	25	$	17	$	—	$	—	$	—
Interest cost	45		14		37		12		57		15		14		12		19
Expected return on plan assets	(128)		(31)		(126)		(37)		(135)		(34)		(4)		(5)		(5)
Amortization of:
Prior service (credit) cost	1		—		—		(1)		1		(1)		(31)		(37)		(38)
Mark-to-market pension and other postretirement benefits loss (gain), net (1)	112		10		(170)		(62)		163		28		(103)		(35)		49
Net periodic benefit (credit) cost	$	55	$	4	$	(233)	$	(69)	$	111	$	25	$	(124)	$	(65)	$	25
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Curtailment gain	$	—	$	(4)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current year prior service credit (cost)	—		—		—		—		—		12		—		—		—
Amortization of:
Prior service (credit) cost	1		—		—		(1)		1		(1)		(31)		(37)		(38)
Total	$	1	$	(4)	$	—	$	(1)	$	1	$	11	$	(31)	$	(37)	$	(38)

(1)Includes curtailment triggered by the sale of the adhesives resins business which is included in "Other components of postemployment net" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Subsequent to the adhesives resins divestiture, the Company retained pension liabilities of certain plan participants while the

status of the participants changed in a Non-U.S. pension plan which triggered a curtailment and an interim mark-to-market

("MTM") remeasurement of the impacted Non-U.S. pension plan's assets and liabilities. A curtailment gain of $7 million, including $3 million reduction in the pension benefit obligation and $4 million of prior service credits recognized immediately, and a MTM gain of $3 million were recognized in 2022.

86

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Settlements are triggered in a plan when distributions exceed the sum of service cost and interest cost of the respective plan. Lump sum payments from a U.S. pension plan resulted in a plan settlement in second quarter 2022. The settlement was not material. However, the settlement triggered an interim remeasurement of the impacted U.S. pension plan's assets and liabilities and, as such, the Company recognized a MTM loss of $7 million in 2022.

Plan Assumptions

The assumptions used to develop the projected benefit obligation for Eastman's significant U.S. and non-U.S. defined benefit pension plans and U.S. postretirement benefit plans are provided in the following tables.

	Pension Plans												Postretirement Benefit Plans
	2022				2021				2020				2022		2021		2020
Weighted-average assumptions used to determine benefit obligations for years ended December 31:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	5.58	%	4.27	%	2.88	%	1.57	%	2.48	%	1.08	%	5.55	%	2.83	%	2.38	%
Interest crediting rate	5.48	%	N/A		5.50	%	N/A		5.50	%	N/A		N/A		N/A		N/A
Rate of compensation increase	3.00	%	3.04	%	3.00	%	3.00	%	2.75	%	2.94	%	N/A		N/A		N/A
Health care cost trend
Initial													6.00	%	6.00	%	6.25	%
Decreasing to ultimate trend of													5.00	%	5.00	%	5.00	%
in year													2030		2026		2026
Weighted-average assumptions used to determine net periodic cost for years ended December 31:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	2.88	%	1.57	%	2.48	%	1.08	%	3.25	%	1.56	%	2.83	%	2.39	%	3.21	%
Discount rate for service cost	2.95	%	1.31	%	2.57	%	1.08	%	3.31	%	1.56	%	N/A		1.90	%	2.92	%
Discount rate for interest cost	2.46	%	1.57	%	1.79	%	1.08	%	2.83	%	1.56	%	2.35	%	1.74	%	2.80	%
Expected return on assets	7.07	%	3.81	%	7.29	%	4.04	%	7.37	%	4.26	%	3.50	%	3.75	%	3.75	%
Rate of compensation increase	3.00	%	3.00	%	2.75	%	2.94	%	3.25	%	2.94	%	N/A		N/A		3.25	%
Interest crediting rate	5.50	%	N/A		5.50	%	N/A		5.52	%	N/A		N/A		N/A		N/A
Health care cost trend
Initial													6.00	%	6.25	%	6.50	%
Decreasing to ultimate trend of													5.00	%	5.00	%	5.00	%
in year													2026		2026		2026

The Company calculates service and interest cost components of net periodic benefit costs for its significant defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve to the plans' projected cash flows.

The fair value of plan assets for the U.S. pension plans at December 31, 2022 and 2021 was $1.4 billion and $1.9 billion, respectively, while the fair value of plan assets at December 31, 2022 and 2021 for non-U.S. pension plans was $589 million and $924 million, respectively. At December 31, 2022 and 2021, the expected weighted-average long-term rate of return on U.S. pension plan assets was 6.62 percent and 7.07 percent, respectively. The expected weighted-average long-term rate of return on non-U.S. pension plans assets was 3.86 percent and 3.81 percent at December 31, 2022 and 2021, respectively.

87

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Plan Assets

The following tables reflect the fair value of the defined benefit pension plans assets.

(Dollars in millions)					Fair Value Measurements at December 31, 2022
Description	Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Pension Assets:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Cash and Cash Equivalents (1)	$	27	$	46	$	27	$	46	$	—	$	—	$	—	$	—
Public Equity - United States (2)	4		—		4		—		—		—		—		—
Other Investments (3)	—		45		—		—		—		—		—		45
Total Assets at Fair Value	$	31	$	91	$	31	$	46	$	—	$	—	$	—	$	45
Investments Measured at Net Asset Value (4)	1,374		498
Total Assets	$	1,405	$	589

(Dollars in millions)					Fair Value Measurements at December 31, 2021
Description	Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Pension Assets:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Cash and Cash Equivalents (1)	$	45	$	37	$	45	$	37	$	—	$	—	$	—	$	—
Public Equity - United States (2)	3		—		3		—		—		—		—		—
Other Investments (3)	—		59		—		—		—		—		—		59
Total Assets at Fair Value	$	48	$	96	$	48	$	37	$	—	$	—	$	—	$	59
Investments Measured at Net Asset Value (4)	1,829		828
Total Assets	$	1,877	$	924

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Public Equity - United States: Common stock equity securities which are primarily valued using a market approach based on the quoted market prices.

(3)Other Investments: Primarily consist of insurance contracts which are generally valued using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

(4)Investments Measured at Net Asset Value: The underlying debt, public equity, and public real asset investments in this category are generally held in common trust funds, which are either actively or passively managed investment vehicles, that are valued at the net asset value per unit/share multiplied by the number of units/shares held as of the measurement date. The other alternative investments in this category are valued under the practical expedient method which is based on the most recently reported net asset value provided by the management of each private investment fund, adjusted as appropriate, for any lag between the date of the financial reports and the measurement date.

88

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables reflect the fair value of the postretirement benefit plan assets. The postretirement benefit plan is for the voluntary employees' beneficiary association ("VEBA") trust the Company assumed as part of the Solutia acquisition.

(Dollars in millions)			Fair Value Measurements at  December 31, 2022
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Postretirement Benefit Plan Assets:
Cash and Cash Equivalents (1)	$	5	$	5	$	—	$	—
Debt (2):
Fixed Income (U.S.)	62		—		62		—
Fixed Income (Non-U.S.)	21		—		21		—
Total	$	88	$	5	$	83	$	—

(Dollars in millions)			Fair Value Measurements at  December 31, 2021
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Postretirement Benefit Plan Assets:
Cash and Cash Equivalents (1)	$	—	$	—	$	—	$	—
Debt (2):
Fixed Income (U.S.)	79		—		79		—
Fixed Income (Non-U.S.)	29		—		29		—
Total	$	108	$	—	$	108	$	—

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Debt: The fixed income securities are primarily valued upon a market approach, using matrix pricing and considering a security's relationship to other securities for which quoted prices in an active market may be available, or an income approach, converting future cash flows to a single present value amount. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmark yields, and base spreads.

The Company valued assets with unobservable inputs (Level 3), primarily insurance contracts, using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Other Investments(1)
(Dollars in millions)	Non-U.S. Pension Plans
Balance at December 31, 2020	$	68
Unrealized losses	(9)
Balance at December 31, 2021	59
Unrealized losses	(14)
Balance at December 31, 2022	$	45

(1)Primarily consists of insurance contracts.

89

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table reflects the target allocation for the Company's U.S. and non-U.S. pension and postretirement benefit plans assets for 2023 and the asset allocation at December 31, 2022 and 2021, by asset category.

	U.S. Pension Plans			Non-U.S. Pension Plans			Postretirement Benefit Plan
	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021
Asset category
Equity securities	39%	36%	38%	21%	20%	22%	—%	—%	—%
Debt securities	38%	39%	43%	60%	62%	59%	100%	100%	100%
Real estate	8%	7%	3%	4%	4%	4%	—%	—%	—%
Other investments (1)	15%	18%	16%	15%	14%	15%	—%	—%	—%
Total	100%	100%	100%	100%	100%	100%	100%	100%	100%

(1)U.S. primarily consists of private equity and natural resource and energy related limited partnership investments and public real assets. Non-U.S. primarily consists of annuity contracts and alternative investments.

Investment Strategy

Eastman's investment strategy for its defined benefit pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to meet or exceed the plan's actuarially assumed long-term rate of return and to minimize the cost of providing pension benefits. A periodic asset/liability study is conducted in order to assist in the determination and, if necessary, modification of the appropriate long-term investment policy for the plan. The investment policy establishes a target allocation range for each asset class and the fund is managed within those ranges. The plans use a number of investment approaches including investments in equity, real estate, and fixed income funds in which the underlying securities are marketable in order to achieve this target allocation. The plans also invest in private equity and other funds. Diversification is created through investments across various asset classes, geographies, fund managers, and individual securities. This investment process is designed to provide for a well-diversified portfolio with no significant concentration of risk. The investment process is monitored by an investment committee that includes senior management.

Eastman's investment strategy for its VEBA trust is to invest in intermediate-term, well diversified, high quality investment instruments, with a primary objective of capital preservation.

The expected rate of return for all plans was determined primarily by modeling the expected long-term rates of return for the categories of investments held by the plans and the targeted allocation percentage against various potential economic scenarios.

The Company made no contributions to its U.S. defined benefit pension plans in 2022 or 2021. For 2023 calendar year, there are no minimum required cash contributions for the U.S. defined benefit pension plans under the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended.

Benefit payments are made using a combination of plan assets and cash payments. Most of the Company's pension plans have plan assets that predominately cover pension benefit obligations. The estimated future benefit payments, reflecting expected future service, as appropriate, are as follows:

	Pension Plans				Postretirement  Benefit Plans
(Dollars in millions)	U.S.		Non-U.S.
2023	$	230	$	28	$	47
2024	123		26		47
2025	122		28		47
2026	121		31		46
2027	126		35		45
2028-2032	604		187		208

90

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

12.LEASES AND OTHER COMMITMENTS

Leases

There are two types of leases: financing and operating. Both types of leases have associated right-to-use assets and lease liabilities that are valued at the net present value of the lease payments and recognized on the 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 December 31, 2022 and 2021, right-to-use assets for operating leases totaled $211 million and $216 million, respectively, are included as a part of "Other noncurrent assets" on the Consolidated Statements of Financial Position. At both December 31, 2022 and 2021, the operating right-to-use assets include $3 million of assets previously classified as lease intangibles and $6 million and $5 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" on the Consolidated Statements of Financial Position. As of December 31, 2022, financing leases were not material to the Company's financial statements.

As of December 31, 2022, reconciliation of lease payments and operating lease liabilities is provided below:

(Dollars in millions)	Operating lease liabilities
2023	$	58
2024	46
2025	37
2026	26
2027	17
2028 and beyond	38
Total lease payments	222
Less: amounts of lease payments representing interest	20
Present value of future lease payments	202
Less: current obligations under leases	52
Long-term lease obligations	$	150

91

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2021, reconciliation of lease payments and operating lease liabilities is provided below:

(Dollars in millions)	Operating lease liabilities
2022	$	55
2023	44
2024	31
2025	24
2026	18
2027 and beyond	53
Total lease payments	225
Less: amounts of lease payments representing interest	18
Present value of future lease payments	207
Less: current obligations under leases	50
Long-term lease obligations	$	157

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 third quarter 2023. 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:

(Dollars in millions)		2022		2021		2020
Lease costs:
	Operating lease costs	$	67	$	71	$	73
	Short-term lease costs	45		40		37
	Sublease income	(13)		(4)		(4)
	Total	$	99	$	107	$	106

		December 31,
(Dollars in millions)		2022			2021
Other operating lease information:
	Cash paid for amounts included in the measurement of lease liabilities	$	67		$	69
	Right-to-use assets obtained in exchange for new lease liabilities	$	69		$	110
	Weighted-average remaining lease term, in years	6			6
	Weighted-average discount rate	3.2		%	2.7		%

92

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Debt and Other Commitments

Eastman's obligations are summarized in the following table.

(Dollars in millions)	Payments Due for
Period	Debt Securities		Credit Facilities and Other		Interest Payable		Purchase Obligations		Operating Leases		Other Liabilities		Total
2023	$	800	$	326	$	180	$	166	$	58	$	207	$	1,737
2024	241		—		162		170		46		80		699
2025	693		—		143		140		37		88		1,101
2026	530		—		131		118		26		86		891
2027	196		499		97		112		17		102		1,023
2028 and beyond	1,866		—		1,091		2,366		38		912		6,273
Total	$	4,326	$	825	$	1,804	$	3,072	$	222	$	1,475	$	11,724

Estimated future payments of debt securities assumes the repayment of principal upon stated maturity, and actual amounts and the timing of such payments may differ materially due to repayment or other changes in the terms of such debt prior to maturity.

Eastman had various purchase obligations at December 31, 2022 totaling approximately $3.1 billion over a period of approximately 30 years for materials, supplies, and energy incident to the ordinary conduct of business. 

Amounts in other liabilities represent the current estimated cash payments required to be made by the Company primarily for pension and other postretirement benefits, accrued compensation benefits, environmental loss contingency estimates, uncertain tax liabilities, and commodity and foreign exchange hedging in the periods indicated. Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, management is unable to determine the timing of payments related to uncertain tax liabilities and these amounts are included in the "2028 and beyond" line item.

The amount and timing of pension and other postretirement benefit payments included in other liabilities is dependent upon interest rates, health care cost trends, actual returns on plan assets, retirement and attrition rates of employees, continuation or modification of the benefit plans, and other factors. Such factors can significantly impact the amount and timing of any future contributions by the Company. Excess contributions are periodically made by management in order to keep the plans' funded status above 80 percent under the funding provisions of the Pension Protection Act to avoid partial benefit restrictions on accelerated forms of payment. The Company's U.S. defined benefit pension plans are not currently under any benefit restrictions. See Note 11, "Retirement Plans", for more information regarding pension and other postretirement benefit obligations.

The resolution of uncertainties related to environmental matters included in other liabilities 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, if applicable, the expected sharing of costs, management does not believe that the Company's liability for these environmental matters, individually or in the aggregate, will be material to the Company's consolidated financial position, results of operations, or cash flows. See "Environmental Costs" in Note 1, "Significant Accounting Policies", and see Note 13, "Environmental Matters and Asset Retirement Obligations", for more information regarding outstanding environmental matters and asset retirement obligations.

93

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Guarantees and claims also arise during the ordinary course of business from relationships with customers, suppliers, joint venture partners, and other parties when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Non-performance under a contract could trigger an obligation of the Company. The Company's current other guarantees include guarantees relating to intellectual property, environmental matters, third-party debt, and other indemnifications and have arisen through the normal course of business. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of these claims, if they were to occur. These other guarantees have remaining terms up to 15 years with maximum potential future payments of approximately $160 million in the aggregate, with none of these guarantees being individually significant to the Company's operating results, financial position, or liquidity. Management's current expectation is that future payment or performance related to non-performance under other guarantees is remote. Eastman utilizes letters of credit to support commitments made in the ordinary course of business. The Company does not expect that any claims against or draws on these instruments would have a material adverse effect on the Company.

13.ENVIRONMENTAL MATTERS AND ASSET RETIREMENT OBLIGATIONS

Certain Eastman manufacturing facilities generate hazardous and nonhazardous wastes, of which the treatment, storage, transportation, and disposal 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". The resolution of uncertainties related to environmental matters may have a material adverse effect on the Company's consolidated financial statements and related disclosures 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 overall financial statements and related disclosures.

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" on the Consolidated Statements of Financial Position as follows:

(Dollars in millions)	December 31,
	2022		2021
Environmental contingencies, current	$	10	$	20
Environmental contingencies, long-term	264		261
Total	$	274	$	281

Environmental Remediation

Estimated future environmental expenditures for undiscounted remediation costs ranged from the best estimate or minimum of $245 million to the maximum of $457 million and from the best estimate or minimum of $253 million to the maximum of $473 million at December 31, 2022 and 2021, respectively. The best estimate or minimum estimated future environmental expenditures are considered to be probable and reasonably estimable and include the amounts recognized at December 31, 2022.

94

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Costs of certain remediation projects included in the environmental reserve are subject to a cost-sharing arrangement with Monsanto Company ("Monsanto") under the provisions of the Amended and Restated Settlement Agreement effective February 28, 2008 (the "Effective Date"), into which Solutia entered with Monsanto upon its emergence from bankruptcy (the "Monsanto Settlement Agreement"). Under the provisions of the Monsanto Settlement Agreement, Solutia, which became a wholly-owned subsidiary of Eastman on July 2, 2012, shares responsibility with Monsanto for remediation at certain locations outside of the boundaries of plant sites in Anniston, Alabama and Sauget, Illinois (the "Shared Sites"). Solutia is responsible for the funding of environmental liabilities at the Shared Sites up to a total of $325 million from the Effective Date. If remediation costs for the Shared Sites exceed this amount, such costs will thereafter be shared equally between Solutia and Monsanto. Including payments by Solutia prior to its acquisition by Eastman, $117 million had been paid for costs at the Shared Sites as of December 31, 2022. As of December 31, 2022, an additional $200 million has been recognized for estimated future remediation costs at the Shared Sites, over a period of approximately 30 years.

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 recognized in "Cost of sales" and "Other (income) charges, net" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Changes in the reserves for environmental remediation liabilities during full year 2022 and full year 2021 are summarized below:

(Dollars in millions)	Environmental Remediation Liabilities
Balance at December 31, 2020	$	257
Changes in estimates recognized in earnings and other	9
Cash reductions	(13)
Balance at December 31, 2021	253
Changes in estimates recognized in earnings and other	6
Cash reductions	(14)
Balance at December 31, 2022	$	245

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 was $29 million and $28 million at December 31, 2022 and December 31, 2021, respectively. 

Other

Eastman's cash expenditures related to environmental protection and improvement were $300 million, $281 million, and $265 million in 2022, 2021, and 2020, respectively, and include operating costs associated with environmental protection equipment and facilities, engineering costs, and construction costs. The cash expenditures above include environmental capital expenditures of approximately $60 million, $38 million, and $42 million in 2022, 2021, and 2020, respectively.

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 in Pace, Florida and Oulu, Finland. These non-environmental asset retirement obligations were $51 million at both December 31, 2022 and 2021, and are included in "Other long-term liabilities" on the Consolidated Statements of Financial Position.

95

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

14.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.

96

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

15.STOCKHOLDERS' EQUITY

A reconciliation of the changes in stockholders' equity for 2022, 2021, and 2020 is provided below:

(Dollars in millions)	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	—		—		478		—		—		478		11		489
Cash Dividends (1)	—		—		(363)		—		—		(363)		—		(363)
Other Comprehensive (Loss)	—		—		—		(59)		—		(59)		—		(59)
Share-Based Compensation Expense (2)	—		44		—		—		—		44		—		44
Stock Option Exercises	—		36		—		—		—		36		—		36
Other (3)	—		(11)		—		—		—		(11)		2		(9)
Share Repurchase	—		—		—		—		(60)		(60)		—		(60)
Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)
Balance at December 31, 2020	$	2	$	2,174	$	8,080	$	(273)	$	(3,960)	$	6,023	$	85	$	6,108
Net Earnings	—		—		857		—		—		857		10		867
Cash Dividends (1)	—		—		(380)		—		—		(380)		—		(380)
Other Comprehensive Income	—		—		—		91		—		91		—		91
Share-Based Compensation Expense (2)	—		70		—		—		—		70		—		70
Stock Option Exercises	—		62		—		—		—		62		—		62
Other (3)	—		(19)		—		—		—		(19)		3		(16)
Share Repurchase (4)	—		(100)		—		—		(900)		(1,000)		—		(1,000)
Distributions to noncontrolling interest	—		—		—		—		—		—		(14)		(14)
Balance at December 31, 2021	$	2	$	2,187	$	8,557	$	(182)	$	(4,860)	$	5,704	$	84	$	5,788
Net Earnings	—		—		793		—		—		793		3		796
Cash Dividends (1)	—		—		(377)		—		—		(377)		—		(377)
Other Comprehensive Income	—		—		—		(23)		—		(23)		—		(23)
Share-Based Compensation Expense (2)	—		69		—		—		—		69		—		69
Stock Option Exercises	—		9		—		—		—		9		—		9
Other (3)	—		(20)		—		—		—		(20)		(4)		(24)
Share Repurchase (5)	—		70		—		—		(1,072)		(1,002)		—		(1,002)
Balance at December 31, 2022	$	2	$	2,315	$	8,973	$	(205)	$	(5,932)	$	5,153	$	83	$	5,236

(1)Cash dividends includes cash dividends paid and dividends declared, but unpaid.

(2)Share-based compensation expense is 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.

(4)Additional paid-capital in 2021 included payment for repurchase of shares under the 2021 ASR which had not yet been delivered.

(5)Additional paid-in capital in 2022 included the final settlement of the 2021 ASR and the favorable settlement of the second quarter 2022 accelerated share repurchase program (the "2022 ASR").

Eastman is authorized to issue 400 million shares of all classes of stock, of which 50 million may be preferred stock, par value $0.01 per share, and 350 million may be common stock, par value $0.01 per share. The Company declared dividends per share of $3.07 in 2022, $2.83 in 2021, and $2.67 in 2020.

In 1997 the Company established a benefit security trust to provide a degree of financial security for unfunded obligations under certain unfunded plans. A warrant to purchase up to 6 million shares of par value common stock of the Company was contributed to the trust. The warrant, which remains outstanding, is exercisable by the trustee if the Company does not meet certain funding obligations, which obligations would be triggered by certain occurrences, including a change in control or potential change in control, as defined, or failure by the Company to meet its payment obligations under certain covered unfunded plans. Such warrant is excluded from the computation of diluted EPS because the conditions upon which the warrant becomes exercisable have not been met.

97

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 and its stockholders (the "2018 authorization"). The Company completed the 2018 authorization in May 2022, acquiring a total of 19,915,370 shares. In December 2021, the Company's Board of Directors authorized the additional repurchase of up to $2.5 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 and its stockholders (the "2021 authorization"). As of December 31, 2022, a total of 6,743,883 shares have been repurchased under the 2021 authorization for $635 million. Both dividends and share repurchases are key strategies employed by the Company to return value to its stockholders.

In fourth quarter 2021, the Company entered into an accelerated share repurchase program ("2021 ASR") to purchase $500 million of the Company's common stock under the 2018 authorization. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2021 ASR's purchase period, which was settled in first quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2021 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2021 ASR were delivered in fourth quarter 2021 and the remaining shares were delivered in first quarter 2022.

In second quarter 2022, the Company entered into an accelerated share repurchase program ("2022 ASR") to purchase $500 million of the Company's common stock under the Board approved authorizations. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2022 ASR's purchase period, which was settled in third quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2022 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2022 ASR were delivered in second quarter 2022 and the remaining shares were delivered in third quarter 2022.

During 2022, the Company repurchased 10,710,259 shares of common stock for $1,102 million, which included $100 million from the settlement of the 2021 ASR. During 2021 and 2020, the Company repurchased shares of common stock of 8,061,779 and 1,134,052, respectively, for a cost of approximately $900 million and $60 million, respectively.

The Company's charitable foundation held 50,798 issued and outstanding shares of the Company's common stock at December 31, 2022, 2021, and 2020 which are included in treasury stock in the Consolidated Statements of Financial Position and excluded from calculations of diluted EPS.

The following table sets forth the computation of basic and diluted EPS:

	For years ended December 31,
(In millions, except per share amounts)	2022		2021		2020
Numerator
Net earnings attributable to Eastman	$	793	$	857	$	478
Denominator
Weighted average shares used for basic EPS	123.5		134.9		135.5
Dilutive effect of stock options and other award plans	1.4		2.2		1.0
Weighted average shares used for diluted EPS	124.9		137.1		136.5
EPS (1)
Basic	$	6.42	$	6.35	$	3.53
Diluted	$	6.35	$	6.25	$	3.50

(1)     EPS is calculated using whole dollars and shares.

Shares underlying stock options excluded from the 2022, 2021, and 2020 calculations of diluted EPS were 1,398,110, 150,781, and 2,424,826, respectively, because the grant 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.

98

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Shares of common stock issued, including shares held in treasury, are presented below:

	For years ended December 31,
	2022	2021	2020
Balance at beginning of year	221,809,309	220,641,506	219,638,646
Issued for employee compensation and benefit plans	539,248	1,167,803	1,002,860
Balance at end of year	222,348,557	221,809,309	220,641,506

Accumulated Other Comprehensive Income (Loss)

(Dollars in millions)	Cumulative Translation Adjustment		Benefit Plans Unrecognized Prior Service Credits		Unrealized Gains (Losses) on Cash Flow Hedges		Unrealized Losses on Investments		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2020	$	(293)	$	87	$	(66)	$	(1)	$	(273)
Period change	56		(28)		63		—		91
Balance at December 31, 2021	(237)		59		(3)		(1)		(182)
Period change	7		(27)		(3)		—		(23)
Balance at December 31, 2022	$	(230)	$	32	$	(6)	$	(1)	$	(205)

Amounts of other comprehensive income (loss) are presented net of applicable taxes. Eastman records deferred income taxes on the cumulative translation adjustment 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 cumulative translation adjustment of other subsidiaries outside the United States, as the cumulative translation adjustment is considered to be a component of indefinitely invested, unremitted earnings of these foreign subsidiaries.

Components of total other comprehensive income (loss) recorded in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings are presented below, before tax and net of tax effects:

	For years ended December 31,
	2022				2021				2020
(Dollars in millions)	Before Tax		Net of Tax		Before Tax		Net of Tax		Before Tax		Net of Tax
Change in cumulative translation adjustment	$	7	$	7	$	56	$	56	$	(29)	$	(29)
Defined benefit pension and other postretirement benefit plans:
Prior service credit arising during the period	—		—		—		—		12		9
Amortization of unrecognized prior service credits included in net periodic costs	(34)		(27)		(38)		(28)		(38)		(28)
Derivatives and hedging:
Unrealized gain (loss) during period	71		53		88		66		(46)		(34)
Reclassification adjustment for (gains) losses included in net income, net	(75)		(56)		(4)		(3)		31		23
Total other comprehensive income (loss)	$	(31)	$	(23)	$	102	$	91	$	(70)	$	(59)

For additional information regarding the impact of reclassifications into earnings, refer to Note 10, "Derivative and Non-Derivative Financial Instruments", and Note 11, "Retirement Plans".

99

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

16.ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES, NET

Components of asset impairments and restructuring charges, net, are presented below:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Tangible Asset Impairments
CI & AFP - Singapore (1)	$	—	$	3	$	—
Site optimizations
Other - Tire additives (2)	—		12		5
AM - Advanced interlayers (3)	—		1		—
AM - Performance films (4)	—		—		5
AFP - Animal nutrition (5)	—		—		3
Discontinuation of growth initiatives (6)	—		—		8
	—		16		21
Loss (Gain) on Sale of Previously Impaired Assets
Site optimizations
AM - Advanced interlayers (3)	16		—		—
Other - Tire additives (2)	(1)		—		—
AFP - Animal nutrition (5)	—		(1)		—
	15		(1)		—
Intangible Asset Impairments
Other - Tradenames (7)	—		—		123
AFP - Customer relationships (8)	—		—		2
	—		—		125
Severance Charges
Cost reduction and business improvement actions (9)	22		1		47
CI & AFP - Singapore (1)	—		—		6
Site optimizations
Other - Tire additives (2)	—		—		3
AM - Advanced interlayers (3)	—		1		5
AM - Performance films (4)	1		—		3
AFP - Animal nutrition (5)	—		—		1
Fibers - Acetate Yarn (10)	7		—		—
	30		2		65
Other Restructuring Costs
Cost reduction and business improvement actions (9)	—		—		14
Discontinuation of growth initiatives contract termination fees (6)	—		—		4
CI & AFP - Singapore (1)	3		17		—
Site optimizations
Other - Tire additives (2)	—		6		—
AM - Advanced interlayers (3)	2		5		—
AM - Performance films (4)	—		2		—
AFP - Animal nutrition (5)	—		—		(2)
Fibers - Acetate Yarn (10)	2		—		—
	7		30		16
Total	$	52	$	47	$	227

100

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)Site closure costs of $3 million in 2022 in the CI segment, asset impairment charges in 2021 of $2 million and $1 million in the CI segment and the AFP segment, respectively, and severance charges in 2020 of $5 million and $1 million in the CI segment and the AFP segment, respectively, and site closure costs, including contract termination fees, in 2021 of $14 million and $3 million in the CI segment and the AFP segment, respectively, resulting from closure of the Singapore manufacturing site.

(2)Asset impairment charges of $8 million in 2021 for assets associated with divested rubber additives. Gain on sale of previously impaired assets in 2022, asset impairment charges of $4 million, and site closure costs in 2021, from the previously reported closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization. Fixed asset impairment charges and severance charges in 2020 from the closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization.

(3)Asset impairment charges, loss on transfer of previously impaired assets to a third party, severance charges, and site closure costs in the Advanced Materials ("AM") segment due to the closure of an advanced interlayers manufacturing facility in North America as part of site optimization. In addition, accelerated depreciation of $4 million and $8 million was recognized in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in 2021 and 2020, respectively, related to the closure of this facility.

(4)Severance charges in 2022 for the closure of a performance films research and development facility, fixed asset impairments, severance charges, and site closure costs in 2021 and 2020 from the closure of a performance films manufacturing facility in North America as part of site optimization.

(5)Fixed asset impairments, severance charges, and other restructuring gains in 2020 in from the closure of an animal nutrition manufacturing facility in Asia Pacific as part of site optimization, and in 2021 a gain from the sale of the previously impaired assets.

(6)Fixed asset impairments and contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including Avra™ performance fibers, the financial results of which were not allocated to an operating segment and reported in "Other".

(7)Intangible asset impairment charges in the now divested tire additives business to reduce the carrying values of the Crystex™ and Santoflex™ 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 are primarily the result of weakened demand in transportation markets impacted by COVID-19 and increased competitive pricing pressure as a result of global capacity increases.

(8)Intangible asset impairment charge for customer relationships.

(9)Severance charges in 2022 and severance charges and related costs in 2020 as part of business improvement and cost reduction initiatives which was reported in "Other".

(10)Severance charges and site closure costs related to closure of an acetate yarn manufacturing facility in Europe.

Reconciliations of the beginning and ending restructuring liability amounts are as follows:

(Dollars in millions)	Balance at January 1, 2022		Provision/ Adjustments		Non-cash Reductions/ Additions		Cash Reductions		Balance at December 31, 2022
Severance costs	$	12	$	31	$	—	$	(9)	$	34
Site closure & restructuring costs	5		21		1		(26)		1
Total	$	17	$	52	$	1	$	(35)	$	35

(Dollars in millions)	Balance at January 1, 2021		Provision/ Adjustments		Non-cash Reductions/ Additions		Cash Reductions		Balance at December 31, 2021
Non-cash charges	$	—	$	16	$	(16)	$	—	$	—
Severance costs	65		2		(1)		(54)		12
Site closure & restructuring costs	14		29		(9)		(29)		5
Total	$	79	$	47	$	(26)	$	(83)	$	17

(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
Site closure & restructuring costs	11		17		—		(14)		14
Total	$	28	$	227	$	(144)	$	(32)	$	79

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

101

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

17.OTHER (INCOME) CHARGES, NET

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Foreign exchange transaction losses (gains), net (1)	$	16	$	10	$	16
(Income) loss from equity investments and other investment (gains) losses, net	(19)		(16)		(15)
Other, net (2)	(3)		(11)		7
Other (income) charges, net	$	(6)	$	(17)	$	8

(1)Net impact of revaluation of foreign entity assets and liabilities and effects of foreign exchange non-qualifying derivatives.

(2)Includes environmental and other costs from previously divested or non-operational sites and product lines and adjustments to contingent considerations.

18.SHARE-BASED COMPENSATION PLANS AND AWARDS

2021 Omnibus Stock Compensation Plan

Eastman's 2021 Omnibus Stock Compensation Plan ("2021 Omnibus Plan") was approved by stockholders at the May 6, 2021 Annual Meeting of Stockholders and shall remain in effect until its fifth anniversary. The 2021 Omnibus Plan authorizes the Compensation and Management Development Committee of the Board of Directors to grant awards, designate participants, determine the types and numbers of awards, determine the terms and conditions of awards and determine the form of award settlement. Under the 2021 Omnibus Plan, the aggregate number of shares reserved and available for issuance is 10 million, which consist of shares not previously authorized for issuance under any other plan. The number of shares covered by an award is counted against this share reserve as of the grant date of the award. Shares covered by full value awards (e.g. performance shares and restricted stock awards) are counted against the total number of shares available for issuance or delivery under the plan as 2.5 shares for every one share covered by the award. Any stock distributed pursuant to an award may consist of, in whole or in part, authorized and unissued stock, treasury stock, or stock purchased on the open market. Under the 2021 Omnibus Plan and previous plans, the forms of awards have included restricted stock and restricted stock units, stock options, stock appreciation rights ("SARs"), and performance shares. The 2021 Omnibus Plan is flexible as to the number of specific forms of awards, but provides that stock options and SARs are to be granted at an exercise price not less than 100 percent of the per share fair market value on the date of the grant.

Director Stock Compensation Subplan

Eastman's 2021 Director Stock Compensation Subplan ("Directors' Subplan"), a component of the 2021 Omnibus Plan, remains in effect until terminated by the Board of Directors or the earlier termination of the 2021 Omnibus Plan. The Directors' Subplan provides for structured awards of restricted shares to non-employee members of the Board of Directors. Restricted shares awarded under the Directors' Subplan are subject to the same terms and conditions of the 2021 Omnibus Plan. The Directors' Subplan does not constitute a separate source of shares for grants of equity awards and all shares awarded are part of the 10 million shares authorized under the 2021 Omnibus Plan. Shares of restricted stock are granted on the first day of a non-employee director's initial term of service and shares of restricted stock are granted each year to each non-employee director on the date of the annual meeting of stockholders.

It has been the Company's practice to issue new shares rather than treasury shares for equity awards for compensation plans, including the 2021 Omnibus Plan and the Directors' Subplan, that require settlement by the issuance of common stock and to withhold or accept back shares awarded to cover the related income tax obligations of employee participants. Shares of unrestricted common stock owned by non-employee directors are not eligible to be withheld or acquired to satisfy the withholding obligation related to their income taxes. Shares of unrestricted common stock owned by specified senior management level employees are accepted by the Company to pay the exercise price of stock options in accordance with the terms and conditions of their awards.

102

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Compensation Expense

For 2022, 2021, and 2020, total share-based compensation expense (before tax) of approximately $69 million, $70 million, and $44 million, respectively, was recognized in "Selling, general and administrative expense" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for all share-based awards of which approximately $11 million, $9 million, and $7 million, respectively, related to stock options. The compensation expense is recognized over the substantive vesting period, which may be a shorter time period than the stated vesting period for qualifying termination eligible employees as defined in the forms of award notice. Approximately $7 million for 2022, $2 million for 2021, and $1 million for 2020 of stock option compensation expense was recognized each year due to qualifying termination eligibility preceding the requisite vesting period.

Stock Option Awards

Options have been granted on an annual basis by the Compensation and Management Development Committee of the Board of Directors under the 2021 Omnibus Plan and predecessor plans to employees. Option awards have an exercise price equal to the closing price of the Company's stock on the date of grant. The term of options is 10 years with vesting periods that vary up to three years. Vesting usually occurs ratably over the vesting period or at the end of the vesting period. The Company utilizes the Black Scholes Merton option valuation model which relies on certain assumptions to estimate an option's fair value.

The weighted average assumptions used in the determination of fair value for stock options awarded in 2022, 2021, and 2020 are provided in the table below:

Assumptions	2022	2021	2020
Expected volatility rate	28.98%	28.99%	21.56%
Expected dividend yield	2.57%	3.58%	3.30%
Average risk-free interest rate	2.35%	0.95%	0.94%
Expected term years	6.4	6.0	5.9

The volatility rate of grants is derived from historical Company common stock price volatility over the same time period as the expected term of each stock option award. The volatility rate is derived by mathematical formula utilizing the weekly high closing stock price data over the expected term. The expected dividend yield is calculated using the Company's average of the last four quarterly dividend yields. The average risk-free interest rate is derived from United States Department of Treasury published interest rates of daily yield curves for the same time period as the expected term. The weighted average expected term reflects the analysis of historical share-based award transactions and includes option swap and reload grants which may have much shorter remaining expected terms than new option grants.

A summary of the activity of the Company's stock option awards for 2022, 2021, and 2020 is presented below:

	2022			2021			2020
	Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price
Outstanding at beginning of year	3,168,500	$	84	3,526,600	$	79	3,479,300	$	80
Granted	443,100	113		449,700	109		622,000	62
Exercised	(122,700)	74		(807,200)	77		(568,800)	64
Cancelled, forfeited, or expired	(9,700)	87		(600)	74		(5,900)	82
Outstanding at end of year	3,479,200	$	88	3,168,500	$	84	3,526,600	$	79
Options exercisable at year-end	2,534,400			2,047,500			2,192,300
Available for grant at end of year	8,355,640			9,866,480			4,046,748

103

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides the remaining contractual term and weighted average exercise prices of stock options outstanding and exercisable at December 31, 2022:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding at December 31, 2022	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number Exercisable at December 31, 2022	Weighted-Average Exercise Price
$61-$75	1,037,200	5.2	$	65	831,800	$	66
$76-$90	1,099,700	5.3	82		1,018,600	82
$91-$105	535,800	5.2	104		535,800	104
$106-$121	806,500	8.6	114		148,200	109
	3,479,200	6.0	$	88	2,534,400	$	83

The range of exercise prices of options outstanding at December 31, 2022 is approximately $61 to $121 per share. The aggregate intrinsic value of total options outstanding and total options exercisable at December 31, 2022 is $17 million and $13 million, respectively. Intrinsic value is the amount by which the closing market price of the stock at December 31, 2022 exceeds the exercise price of the option grants.

The weighted average remaining contractual life of all exercisable options at December 31, 2022 is 5.1 years.

The weighted average fair value of options granted during 2022, 2021, and 2020 was $26.80, $19.81, and $7.92, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020, was $6 million, $31 million, and $14 million, respectively. Cash proceeds received by the Company from option exercises totaled $10 million with a related tax benefit of $1 million, respectively, for 2022, $62 million with a related tax benefit of $5 million, respectively, for 2021, and $36 million with a related tax benefit of $2 million, respectively, for 2020. The total fair value of shares vested during the years ended December 31, 2022, 2021, and 2020 was $8 million, $8 million, and $9 million, respectively.

A summary of the changes in the Company's nonvested options during the year ended December 31, 2022 is presented below:

Nonvested Options	Number of Options	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2022	1,121,000	$13.88
Granted	443,100	$26.80
Vested	(611,900)	$12.99
Cancelled, forfeited, or expired	(7,400)	$14.90
Nonvested options at December 31, 2022	944,800	$20.50

For nonvested options at December 31, 2022, approximately $3 million in compensation expense will be recognized over the next two years.

104

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other Share-Based Compensation Awards

In addition to stock option awards, Eastman has awarded long-term performance share awards, restricted stock awards, and SARs. The long-term performance share awards are based upon actual return on capital compared to a target return on capital and total stockholder return compared to a peer group ranking by total stockholder return over a three year performance period. The awards are valued using a Monte Carlo Simulation based model and vest pro-rata over the three year performance period. The number of long-term performance award target shares granted for the 2022-2024, 2021-2023, and 2020-2022 periods were 288 thousand, 311 thousand, and 423 thousand, respectively. The target shares granted are assumed to be 100 percent. At the end of the three-year performance period, the actual number of shares awarded can range from zero percent to 250 percent of the target shares granted based on the award notice. The number of restricted stock awards granted during 2022, 2021, and 2020 were 160 thousand, 166 thousand, and 227 thousand, respectively. The fair value of a restricted stock award is equal to the closing stock price of the Company's stock on the date of grant and normally vests over a period of three years. The recognized compensation expense before tax for these other share-based awards in the years ended December 31, 2022, 2021, and 2020 was approximately $58 million, $60 million, and $37 million, respectively. The unrecognized compensation expense before tax for these same type awards at December 31, 2022 was approximately $73 million and will be recognized primarily over a period of two years.

19.SUPPLEMENTAL CASH FLOW INFORMATION

Included in the line item "Other items, net" of the "Operating activities" section of the Consolidated Statements of Cash Flows are specific changes to certain balance sheet accounts as follows:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Current assets	$	22	$	(57)	$	(1)
Other assets	12		(32)		(14)
Current liabilities	180		109		5
Long-term liabilities and equity	76		69		15
Total	$	290	$	89	$	5

The above changes included transactions such as 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.

Cash flows from derivative financial instruments accounted for as hedges are classified in the same category as the item being hedged.

Cash paid for interest and income taxes is as follows:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Interest, net of amounts capitalized	$	179	$	170	$	191
Income taxes, net of refunds	78		122		179
Non-cash investing activities:
Outstanding trade payables related to capital expenditures	64		22		20

105

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

20.SEGMENT AND REGIONAL SALES INFORMATION

Eastman's products and operations are managed and reported in four operating segments: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), 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.

To maintain comparability of segment financial statement information, the Company has moved the divested businesses from the AFP segment to "Other" and recast the segment financial information for sales revenue, EBIT, assets, depreciation and amortization expense, and capital expenditures related to the divested rubber additives product lines and related assets and technology and the divested adhesives resins business.

Advanced Materials Segment

In the AM segment, the Company produces and markets polymers, films, and plastics with differentiated performance properties for value-added end-uses in transportation; durables and electronics; building and construction; medical and pharma; and consumables end-markets.

The advanced interlayers product line includes polyvinyl butyral sheet and specialty polyvinyl butyral intermediates. The performance films product line primarily consists of window films and protective films products for aftermarket applied films. The specialty plastics product line consists of two primary products: copolyesters and cellulosic biopolymers.

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Advanced Interlayers	29%	29%	29%
Performance Films	20%	20%	20%
Specialty Plastics	51%	51%	51%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	33%	30%	34%
Asia Pacific	35%	38%	33%
Europe, Middle East, and Africa	26%	27%	27%
Latin America	6%	5%	6%
Total	100%	100%	100%

Additives & Functional Products Segment

In the AFP segment, the Company manufactures materials for products in the transportation; personal care and wellness; food, feed, and agriculture; building and construction; water treatment and energy; consumables; and durables and electronics end-markets.

The products manufactured by the Company in the animal nutrition business consist of organic acid-based solutions product lines. The care additives business consists of amine derivative-based building blocks for the production of flocculants, intermediates for surfactants, fumigants, fungicides, and plant growth regulator products. The coatings additives product line can be broadly classified as polymers and additives and solvents and include specialty coalescents, specialty solvents, paint additives, and specialty polymers. In the specialty fluids product line, the Company produces heat transfer and aviation fluids products.

106

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Animal Nutrition	14%	12%	12%
Care Additives	34%	32%	34%
Coatings Additives	34%	38%	36%
Specialty Fluids	18%	18%	18%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	39%	38%	38%
Asia Pacific	24%	27%	26%
Europe, Middle East, and Africa	31%	29%	30%
Latin America	6%	6%	6%
Total	100%	100%	100%

Chemical Intermediates Segment

Eastman leverages large scale and vertical integration from the cellulosic biopolymers and acetyl, olefins, and alkylamines streams to support the Company's specialty operating segments with advantaged cost positions. The CI segment sells excess intermediates beyond the Company's internal specialty needs into end-markets such as industrial chemicals and processing, building and construction, health and wellness, and agrochemicals.

The functional amines product lines include methylamines and salts, and higher amines and solvents. In the intermediates product line, the Company produces olefin derivatives, acetyl derivatives, ethylene, and commodity solvents. The plasticizers product line consists of a unique set of primary non-phthalate and phthalate plasticizers and a range of niche non-phthalate plasticizers.

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Functional Amines	24%	21%	23%
Intermediates	56%	57%	57%
Plasticizers	20%	22%	20%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	70%	70%	65%
Asia Pacific	7%	8%	13%
Europe, Middle East, and Africa	17%	16%	16%
Latin America	6%	6%	6%
Total	100%	100%	100%

Fibers Segment

In the Fibers segment, Eastman manufactures and sells acetate tow and triacetin plasticizers for use in filtration media, primarily cigarette filters; cellulosic staple fibers and filament yarn for use in apparel, home furnishings, and industrial fabrics; nonwoven media for use in filtration and friction applications, used primarily in transportation, industrial, and agricultural end-markets; and cellulose acetate flake and acetyl raw materials for other acetate fiber producers.

107

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Acetate Tow	64%	64%	70%
Acetate Yarn	14%	14%	9%
Acetyl Chemical Products	16%	16%	16%
Nonwovens	6%	6%	5%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	25%	25%	26%
Asia Pacific	35%	35%	32%
Europe, Middle East, and Africa	37%	37%	39%
Latin America	3%	3%	3%
Total	100%	100%	100%

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Sales by Segment
Advanced Materials	$	3,207	$	3,027	$	2,524
Additives & Functional Products	3,165		2,708		2,095
Chemical Intermediates	3,026		2,849		2,090
Fibers	1,022		900		837
Total Sales by Operating Segment	10,420		9,484		7,546
Other (1)	160		992		927
Total Sales	$	10,580	$	10,476	$	8,473

(1)"Other" includes sales revenue from the divested rubber additives and adhesives resins businesses.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings (Loss) Before Interest and Taxes by Segment
Advanced Materials	$	376	$	519	$	427
Additives & Functional Products	483		448		382
Chemical Intermediates	409		445		166
Fibers	131		142		180
Total EBIT by Operating Segment	1,399		1,554		1,155
Other (1)
Growth initiatives and businesses not allocated to operating segments	(196)		(49)		(32)
Pension and other postretirement benefit plans income (expense), net not allocated to operating segments	70		375		(156)
Asset impairments and restructuring charges, net	(21)		(18)		(206)
Net gain (loss) on divested businesses and related transaction costs	(61)		(570)		—
Steam line incident costs, net of insurance proceeds	(39)		—		—
Other income (charges), net not allocated to operating segments	7		(11)		(20)
Total EBIT	$	1,159	$	1,281	$	741

(1)"Other" includes EBIT of $6 million in 2022 and loss before interest and taxes of $502 million and $70 million in 2021 and 2020, respectively, from the divested rubber additives and adhesives resins businesses.

108

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

	December 31,
(Dollars in millions)	2022		2021
Assets by Segment (1)
Advanced Materials	$	4,967	$	4,661
Additives & Functional Products	4,127		4,188
Chemical Intermediates	2,695		2,703
Fibers	1,046		972
Total Assets by Operating Segment	12,835		12,524
Corporate Assets	1,832		2,995
Total Assets	$	14,667	$	15,519

(1)Segment assets include accounts receivable, inventory, fixed assets, goodwill, and intangible assets. As disclosed in Note 1, "Significant Accounting Policies", December 31, 2021 Assets by Segment have been recast from Note 20, "Segment and Regional Sales Information", to the Company's 2021 Annual Report on Form 10-K. Prior to the recast, December 31, 2021 assets reported for the AFP segment were revised from $4,643 million to $5,195 million, and assets reported for Corporate and Other Assets were revised from $2,540 million to $1,988 million. Total assets were not impacted by the misclassification.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Depreciation and Amortization Expense by Segment
Advanced Materials	$	163	$	177	$	187
Additives & Functional Products	134		132		125
Chemical Intermediates	112		111		108
Fibers	61		60		56
Total Depreciation and Amortization Expense by Operating Segment	470		480		476
Other (1)	7		58		98
Total Depreciation and Amortization Expense	$	477	$	538	$	574

(1)"Other" includes depreciation and amortization expense from the divested rubber additives and adhesives resins businesses.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Capital Expenditures by Segment
Advanced Materials	$	341	$	280	$	140
Additives & Functional Products	98		97		79
Chemical Intermediates	98		124		84
Fibers	43		33		31
Total Capital Expenditures by Operating Segment	580		534		334
Other (1)	31		21		49
Total Capital Expenditures	$	611	$	555	$	383

(1)"Other" includes capital expenditures from the divested rubber additives and adhesives resins businesses.

109

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location.

(Dollars in millions)	For years ended December 31,
Geographic Information	2022		2021		2020
Sales
United States	$	4,738	$	4,397	$	3,437
All foreign countries	5,842		6,079		5,036
Total	$	10,580	$	10,476	$	8,473
	December 31,
	2022		2021		2020
Net properties
United States	$	4,180	$	3,847	$	4,106
All foreign countries	980		1,149		1,443
Total	$	5,160	$	4,996	$	5,549

21.RESERVE ROLLFORWARDS

Valuation and Qualifying Accounts

(Dollars in millions)			Additions
	Balance at January 1, 2022		Charges (Credits) to Cost and Expense		Other Accounts		Deductions		Balance at December 31, 2022
Reserve for:
Credit losses	$	17	$	(2)	$	—	$	—	$	15
LIFO inventory	365		128		—		—		493
Non-environmental asset retirement obligations	51		2		(1)		1		51
Environmental contingencies	281		7		—		14		274
Deferred tax valuation allowance	339		(79)		(2)		—		258
	$	1,053	$	56	$	(3)	$	15	$	1,091

(Dollars in millions)			Additions
	Balance at January 1, 2021		Charges (Credits) to Cost and Expense		Other Accounts (1)		Deductions (2)		Balance at December 31, 2021
Reserve for:
Credit losses	$	14	$	4	$	(1)	$	—	$	17
LIFO inventory	226		159		(30)		(10)		365
Non-environmental asset retirement obligations	51		2		(1)		1		51
Environmental contingencies	285		11		—		15		281
Deferred tax valuation allowance	393		(55)		1		—		339
	$	969	$	121	$	(31)	$	6	$	1,053

(1)Other accounts in the reserve for LIFO inventory was due to assets held for sale classification resulting from the Company entering into a definitive agreement to sell the adhesives resins business.

(2)Deductions in the reserve for LIFO inventory was the result of the divestiture of rubber additives. For additional information, see Note 2, "Divestitures".

110

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)			Additions
	Balance at January 1, 2020		Charges (Credits) to Cost and Expense		Other Accounts		Deductions		Balance at December 31, 2020
Reserve for:
Credit losses	$	11	$	4	$	—	$	1	$	14
LIFO inventory	248		(22)		—		—		226
Non-environmental asset retirement obligations	48		2		1		—		51
Environmental contingencies	287		8		—		10		285
Deferred tax valuation allowance	453		(61)		1		—		393
	$	1,047	$	(69)	$	2	$	11	$	969

111

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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 December 31, 2022, 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.

Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. Management, including the CEO and CFO, does not expect that the Company's disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance; judgments in decision-making can be faulty; and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while the Company's disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of the Company's CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company's internal control over financial reporting includes policies and procedures that:

•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and acquisitions and dispositions of assets of the Company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

112

Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2022 based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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 quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially effect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

113

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The material under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 1--Election of Directors", under the subheading "The Board of Directors-Director Nominees", and under the heading "Corporate Governance", each as included and to be filed in the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement"), is incorporated by reference herein in response to this Item. Certain information concerning executive officers of Eastman is set forth under the heading "Information About our Executive Officers" in Part I of this Annual Report on Form 10-K (this "Annual Report").

The Company has adopted a Code of Ethics and Business Conduct applicable to the Chief Executive Officer, the Chief Financial Officer, and the Controller of the Company. The Company has posted such Code of Ethics and Business Conduct on its website (www.eastman.com) in the "Investors -- Corporate Governance" section.

ITEM 11. EXECUTIVE COMPENSATION

The material under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 1--Election of Directors", under the subheadings "Corporate Governance--Board Committees--Compensation and Management Development Committee", "Corporate Governance--Committee Reports" (except for the Audit Committee Report material), and "Director Compensation" and under the heading "Item 2--Advisory Approval of Executive Compensation", each as included and to be filed in the 2023 Proxy Statement, is incorporated by reference herein in response to this Item.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The material under the heading "Information about Stock Ownership", under the subheadings "Stock Ownership of Directors and Executive Officers--Common Stock" and "Principal Stockholders", each as included and to be filed in the 2023 Proxy Statement is incorporated by reference herein in response to this Item.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plans Approved by Stockholders

Stockholders approved the Company's 2012 Omnibus Stock Compensation Plan, the 2017 Omnibus Stock Compensation Plan, and the 2021 Omnibus Stock Compensation Plan. Although stock and stock-based awards are still outstanding under the 2012 Omnibus Stock Compensation Plan and the 2017 Omnibus Stock Compensation Plan, no shares are available under these plans for future awards. All future share-based awards are made from the 2021 Omnibus Stock Compensation Plan and the Amended 2021 Director Stock Compensation Subplan, a component of the 2021 Omnibus Stock Compensation Plan.

Equity Compensation Plans Not Approved by Stockholders

Stockholders have approved all compensation plans under which shares of Eastman common stock are authorized for issuance.

114

Summary Equity Compensation Plan Information Table

The following table sets forth certain information as of December 31, 2022 with respect to compensation plans under which shares of Eastman common stock may be issued.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (a)		Weighted-Average Exercise Price of Outstanding Options (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities reflected in Column (a)) (c)
Equity compensation plans approved by stockholders	3,479,200	(1)	$	88	8,355,640	(2)
Equity compensation plans not approved by stockholders	—		—		—
TOTAL	3,479,200		$	88	8,355,640

(1)Represents shares of common stock issuable upon exercise of outstanding options granted under Eastman Chemical Company's 2012 Omnibus Stock Compensation Plan, the 2017 Omnibus Stock Compensation Plan, and the 2021 Omnibus Stock Compensation Plan.

(2)Shares of common stock available for future awards under the Company's 2021 Omnibus Stock Compensation Plan, including the Amended 2021 Director Stock Compensation Subplan, a component of the 2021 Omnibus Stock Compensation Plan.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The material under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 1--Election of Directors", subheadings "The Board of Directors--Director Independence" and "Corporate Governance--Board Practices, Processes, and Policies--Transactions with Directors, Executive Officers, and Related Persons", each as included and to be filed in the 2023 Proxy Statement, is incorporated by reference herein in response to this Item.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information concerning amounts billed for professional services rendered by the principal accountant and pre-approval of such services by the Audit Committee of the Company's Board of Directors under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 3--Ratification of Appointment of Independent Registered Public Accounting Firm" as included and to be filed in the 2023 Proxy Statement is incorporated by reference herein in response to this Item.

115

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

			Page
(a)	1.	Consolidated Financial Statements:
		Management's Responsibility for Financial Statements	57
		Report of Independent Registered Public Accounting Firm	58
		Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings	60
		Consolidated Statements of Financial Position	61
		Consolidated Statements of Cash Flows	62
		Notes to the Audited Consolidated Financial Statements	63
	2.	Exhibits filed as part of this report are listed in the Exhibit Index beginning at page	117
(b)	The required Exhibits to this report are included subsequent to page		120

ITEM 16.FORM 10-K SUMMARY

None.

116

Exhibit Number	EXHIBIT INDEX
	Description
3.01	Amended and Restated Certificate of Incorporation of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
3.02	Amended and Restated Bylaws of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated December 1, 2022)
4.01	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)
4.02	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)
4.03	Form of 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.08 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)
4.04	Officer's Certificate pursuant to Sections 201 and 301 of the Indenture related to 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.09 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)
4.05	Form of 4.8% Note due 2042 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K dated June 5, 2012)
4.06	Form of 4.65% Note due 2044 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 15, 2014)
4.07	Form of 3.80% Note due 2025 (incorporated herein by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014)
4.08	Form of 1.50% Note due 2023 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 26, 2016 and Exhibit 1.1 to the Company's Current Report on Form 8-K dated November 21, 2016)
4.09	Form of 1.875% Note due 2026 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated November 21, 2016)
4.10	Form of 4.5% Note due 2028 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated November 6, 2018)
4.11	Description of Securities (incorporated herein by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)
10.01	Second Amended and Restated Five-Year Credit Agreement dated as of December 3, 2021 among Eastman Chemical Company, the initial lenders named herein, and Citibank, N.A., as administrative agent, Citibank, N.A. and Mizuho Bank, LTD., as Co-Sustainability Structuring Agents, and Citibank, N.A., BOFA Securities, Inc., JPMorgan Chase Bank, N.A., and Mizuho Bank, LTD., as joint lead arrangers (incorporated herein by reference to Exhibit 10.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)
10.02	Term Loan Agreement dated as of April 14, 2022 (incorporated herein by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)
10.03*	Term Loan Agreement dated as of November 17, 2022
10.04*	Non-Recourse Accounts Receivable Purchase Agreement dated October 1, 2019 and amendment dated September 28, 2022 between BNP Paribas Fortis Factor N.V. and Taminco US LLC
10.05*	Non-Recourse Accounts Receivable Purchase Agreement dated May 31, 2020 and amendment dated September 28, 2022 between BNP Paribas Fortis Factor N.V. and Eastman Chemical Company
10.06	Eastman Excess Retirement Income Plan (incorporated herein by reference to Exhibit 10.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008) **
10.07	Form of Executive Change in Control Severance Agreements (incorporated herein by reference to Exhibit 10.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010) **
10.08	Eastman Unfunded Retirement Income Plan (incorporated herein by reference to Exhibit 10.04 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008) **

117

Exhibit Number	EXHIBIT INDEX
	Description
10.09	Eastman Chemical Company Benefit Security Trust dated December 24, 1997, as amended May 1, 1998 and February 1, 2001 and Amendment Number Three to the Eastman Chemical Company Benefit Security Trust dated January 2, 2002 (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) **
10.10	Amended and Restated Warrant to Purchase Shares of Common Stock of Eastman Chemical Company, dated January 2, 2002 (incorporated herein by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) **
10.11	Amended and Restated Registration Rights Agreement, dated January 2, 2002 (incorporated herein by reference to Exhibit 10.03 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) **
10.12	Amended and Restated Eastman Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014) **
10.13	Amended and Restated Eastman Directors' Deferred Compensation Plan (incorporated herein by reference to 10.04 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016) **
10.14	Eastman Unit Performance Plan as amended and restated effective December 5, 2012 (incorporated herein by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012) **
10.15	Form of Indemnification Agreements with Directors and Executive Officers (incorporated herein by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003) **
10.16	Forms of Performance Share Awards to Executive Officers (2020 - 2022 Performance Period) (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) **
10.17	Forms of Performance Share Awards to Executive Officers (2021 - 2023 Performance Period) (incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) **
10.18	Forms of Performance Share Awards to Executive Officers (2022 - 2024 Performance Period) (incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021) **
10.19*	Forms of Performance Share Awards to Executive Officers (2023 - 2025 Performance Period) (incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) **
10.20	UPP performance measures and goals, specific target objectives with respect to such performance goals, the method for computing the amount of the UPP award allocated to the award pool if the performance goals are attained, and the eligibility criteria for employee participation in the UPP, for the 2022 performance year (incorporated herein by reference to the Company's Current Report on Form 8-K dated December 1, 2021) **
10.21*	UPP performance measures and goals, specific target objectives with respect to such performance goals, the method for computing the amount of the UPP award allocated to the award pool if the performance goals are attained, and the eligibility criteria for employee participation in the UPP, for the 2023 performance year **
10.22	2012 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A to the Company's 2012 Annual Meeting Proxy Statement dated March 21, 2012) **
10.23	2017 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A of the Company's 2017 Annual Meeting Proxy Statement dated March 23, 2017) **
10.24	2021 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A of the Company's 2021 Annual Meeting Proxy Statement dated March 25, 2021 as amended on April 13, 2021) **

118

Exhibit Number	EXHIBIT INDEX
	Description
10.25	Amended 2021 Director Stock Compensation Subplan of the 2021 Omnibus Stock Compensation Plan and Form of Restricted Stock Award Notice (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021) **
10.26	Forms of Award Notices for Stock Options and Stock Appreciation Rights Granted to Executive Officers under the 2012 Omnibus Stock Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016) **
10.27	Form of Award Notice for Stock Options and Restricted Stock Unit Awards Granted to Executive Officers under the 2017 Omnibus Stock Compensation Plan (incorporated herein by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and Exhibits 10.01 and 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021) **
10.28	Form of Award Notice for Stock Options Granted to Executive Officers under the 2021 Omnibus Stock Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) **
10.29	Eastman Chemical Company Executive Incentive Pay Clawback Policy (incorporated herein by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K dated February 3, 2015) **
10.30 *	Retirement and Separation Agreement **
21.01*	Subsidiaries of the Company
23.01*	Consent of Independent Registered Public Accounting Firm
31.01*	Rule 13a – 14(a) Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 2022
31.02*	Rule 13a – 14(a) Certification by William T. McLain, Jr., Senior Vice President and Chief Financial Officer, for the year ended December 31, 2022
32.01*	Section 1350 Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 2022
32.02*	Section 1350 Certification by William T. McLain, Jr., Senior Vice President and Chief Financial Officer, for the year ended December 31, 2022
99.01*	2022 Company and Segment Revenue by End-Use Market
99.02*	Product and Raw Material Information
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.

119

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
By:		/s/ Mark J. Costa
		Mark J. Costa
		Chief Executive Officer
Date:	February 15, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
/s/ Mark J. Costa	Chief Executive Officer and	February 15, 2023
Mark J. Costa	Director
PRINCIPAL FINANCIAL OFFICER:
/s/ William T. McLain, Jr.	Senior Vice President and	February 15, 2023
William T. McLain, Jr.	Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
/s/ Michelle R. Stewart	Vice President, Corporate Controller	February 15, 2023
Michelle R. Stewart	and Chief Accounting Officer

120

SIGNATURE	TITLE	DATE
DIRECTORS* (other than Mark J. Costa, who also signed as Principal Executive Officer):
/s/ Humberto P. Alfonso	Director	February 15, 2023
Humberto P. Alfonso
/s/ Brett D. Begemann	Director	February 15, 2023
Brett D. Begemann
/s/ Eric L. Butler	Director	February 15, 2023
Eric L. Butler
/s/ Edward L. Doheny II	Director	February 15, 2023
Edward L. Doheny II
/s/ Julie F. Holder	Director	February 15, 2023
Julie F. Holder
/s/ Renée J. Hornbaker	Director	February 15, 2023
Renée J. Hornbaker
/s/ Kim A. Mink	Director	February 15, 2023
Kim A. Mink
/s/ James J. O'Brien	Director	February 15, 2023
James J. O'Brien
/s/ David W. Raisbeck	Director	February 15, 2023
David W. Raisbeck
/s/ Charles K. Stevens III	Director	February 15, 2023
Charles K. Stevens III

*Linnie M. Haynesworth was appointed to the Board of Directors in February 2023.

121

EX-10.03

Exhibit 10.03

EXECUTION COPY

Deal CUSIP 277433BD9

Facility CUSIP 277433BE7

U.S. $300,000,000

TERM LOAN AGREEMENT

Dated as of November 17, 2022 Among

EASTMAN CHEMICAL COMPANY

as Company

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

MIZUHO BANK, LTD.

as Administrative Agent,

BANK OF AMERICA, N.A.

as Syndication Agent

BNP PARIBAS

and

THE BANK OF NOVA SCOTIA

as Co-Documentation Agents

MIZUHO BANK, LTD. BOFA SECURITIES INC.

BNP PARIBAS SECURITIES CORP.

and

THE BANK OF NOVA SCOTIA

as Joint Lead Arrangers

MIZUHO BANK, LTD.

and

BOFA SECURITIES INC.

as Joint Bookrunners

Exhibit 10.03

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS    1

SECTION 1.01    Certain Defined Terms    1

SECTION 1.02    Terms Generally    23

SECTION 1.03    Accounting Terms    24

SECTION 1.04    Disclaimer and Exculpation With Respect to any Rate    24

SECTION 1.05    Divisions    25

SECTION 1.06    Times of Day.    25

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES    25

SECTION 2.01    The Advances.    25

SECTION 2.02    Making the Advances    25

SECTION 2.03    [Reserved]    27

SECTION 2.04    [Reserved]    27

SECTION 2.05    Fees    27

SECTION 2.06    Optional Termination or Reduction of the Commitments    27

SECTION 2.07    Repayment of Advances    27

SECTION 2.08    Interest on Advances    27

SECTION 2.09    Interest Rate Determination    28

SECTION 2.10    Optional Conversion of Advances    29

SECTION 2.11    Optional Prepayments of Advances    29

SECTION 2.12    Increased Costs    29

SECTION 2.13    Illegality    30

SECTION 2.14    Payments and Computations    31

SECTION 2.15    Taxes    31

SECTION 2.16    Sharing of Payments, Etc    35

SECTION 2.17    Evidence of Debt.    36

SECTION 2.18    Use of Proceeds    37

Exhibit 10.03

SECTION 2.19    [Reserved]    37

SECTION 2.20    [Reserved]    37

SECTION 2.21    Defaulting Lenders    37

SECTION 2.22    Mitigation Obligations; Replacement of Lenders    38

SECTION 2.23    [Reserved]    39

SECTION 2.24    Benchmark Replacement Setting    39

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING    41

SECTION 3.01    Conditions Precedent to Effectiveness.    41

SECTION 3.02    Conditions Precedent to Each Borrowing    42

SECTION 3.03    Determinations Under Section 3.01    43

ARTICLE IV REPRESENTATIONS AND WARRANTIES    43

SECTION 4.01    Representations and Warranties of the Company    43

ARTICLE V COVENANTS OF THE COMPANY    46

SECTION 5.01    Affirmative Covenants    46

SECTION 5.02    Negative Covenants    48

SECTION 5.03    Financial Covenant    52

ARTICLE VI EVENTS OF DEFAULT    53

SECTION 6.01    Events of Default    53

ARTICLE VII [RESERVED]    56

ARTICLE VIII THE AGENT    56

SECTION 8.01    Appointment and Authority    56

SECTION 8.02    Rights as a Lender    56

SECTION 8.03    Exculpatory Provisions    56

SECTION 8.04    Reliance by Agent    57

SECTION 8.05    Indemnification    58

SECTION 8.06    Delegation of Duties    58

SECTION 8.07    Resignation of Agent    58

Exhibit 10.03

SECTION 8.08    Non-Reliance on Agent and Other Lenders.    59

SECTION 8.09    Other Agents.    60

SECTION 8.10    Certain ERISA Matters.    60

SECTION 8.11    Erroneous Payment    61

ARTICLE IX MISCELLANEOUS    64

SECTION 9.01    Amendments, Etc    64

SECTION 9.02    Notices, Etc    65

SECTION 9.03    No Waiver; Remedies    67

SECTION 9.04    Costs and Expenses    67

SECTION 9.05    Right of Set-off    68

SECTION 9.06    Binding Effect    69

SECTION 9.07    Assignments and Participations    69

SECTION 9.08    Confidentiality    74

SECTION 9.09    [Reserved]    75

SECTION 9.10    Governing Law    75

SECTION 9.11    Counterparts; Integration; Effectiveness; Electronic Execution    75

SECTION 9.12    [Reserved]    76

SECTION 9.13    Jurisdiction, Etc    76

SECTION 9.14    [Reserved]    77

SECTION 9.15    [Reserved]    77

SECTION 9.16    [Reserved]    77

SECTION 9.17    Patriot Act    77

SECTION 9.18    No Fiduciary Duties    77

SECTION 9.19    Waiver of Jury Trial    77

SECTION 9.20    Acknowledgement and Consent to Bail-In of Affected

Financial Institutions    77

SECTION 9.21    Acknowledgement Regarding Any Supported QFCs    78

Exhibit 10.03

Schedules

Schedule I    -    Commitments Schedule 4.01(d) -    Disclosed Litigation

Schedule 4.01(i)    -    Tax Sharing Agreements

Schedule 5.01(d) -    Tax Filings with Any Person Other than the Company and its Subsidiaries Schedule 5.02(a) -     Existing Liens

Exhibits

Exhibit A    -    Form of Note

Exhibit B    -    Form of Notice of Borrowing

Exhibit C    -    Form of Assignment and Assumption Exhibit D    -    Form of Compliance Certificate Exhibit E    -     Form of Tax Certificates

Exhibit 10.03

TERM LOAN AGREEMENT

Dated as of November 17, 2022

EASTMAN CHEMICAL COMPANY, a Delaware corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) identified on Schedule I hereto and MIZUHO BANK, LTD. (“Mizuho”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition” means, as to any Person, the purchase or other acquisition (in one transaction or a series of transactions, including through a merger) of a majority of the equity interests of another Person or all or any substantial portion of the property, assets or business of another Person or of the assets constituting a business unit, line of business or division of another Person.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by or otherwise reasonably acceptable to the Agent.

“Advance” means an advance by a Lender to the Company as part of a Borrowing and refers to a Base Rate Advance or a Term Rate Advance (each of which shall be a “Type” of Advance).

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agent’s Account” means the account of the Agent maintained by the Agent at Mizuho at its office at Harborside Financial Center, 1800 Plaza 10, Jersey City, NJ 07311, Account No. H79-740-005344, Attention: Hyunsook Hwang, with Email To: Lau_Agent@mizuhogroup.com, and copies to Irfan.Ramzan@mizuhogroup.comand James.Fazzari@mizuhogroup.com, or such other account of the Agent as is designated in writing from time to time by the Agent to the Company and the Lenders for such purpose.

“Agent Parties” has the meaning specified in Section 9.02(d)(ii).

Exhibit 10.03

“Agreement” means this Term Loan Agreement dated as of November 17, 2022.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to the Company, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Lending Office” means, with respect to each Lender, such Lender's lending office(s) specified in its Administrative Questionnaire delivered to the Agent, or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

“Applicable Margin” means as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody's	Applicable Margin for Base Rate Advances	Applicable Margin for Term Rate Advances
Level 1 A- or A3 or above	0.000%	0.875%
Level 2 BBB+ or Baa1	0.000%	1.000%
Level 3 BBB or Baa2	0.125%	1.125%
Level 4 BBB- or Baa3	0.250%	1.250%
Level 5 Lower than Level 4	0.500%	1.500%

“Approved Fund” means any Fund that is administered or managed by (a) a Lender,

(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

2

Exhibit 10.03

“Arrangers” means Mizuho, BofA Securities, Inc., BNP Paribas Securities Corp. and The Bank of Nova Scotia.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.07), and accepted by the Agent, in substantially the form of Exhibit C or any other form approved by the Agent.

“Authorized Officer” means the Chief Executive Officer, Chief Financial Officer, the Chief Legal Officer, the Secretary, the Chief Accounting Officer, the Treasurer and such other persons designated by the Company in writing to the Agent by the Treasurer of the Company and acceptable to the Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- removed from the definition of “Interest Period” pursuant to Section 2.24(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended from time to time, and any successor statute or statutes.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a)the rate of interest announced publicly by Mizuho in New York, New York, from time to time, as Mizuho’s base rate;

(b)½ of one percent per annum above the Federal Funds Rate;

3

Exhibit 10.03

(c)the sum of (i) Term SOFR for a one-month tenor in effect on such day plus

(ii) 0.10% plus (iii) 1.0%; and

(d)0%.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.08(a)(i).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.24(a).

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(a)The sum of (i) Daily Simple SOFR and (ii) 0.10%; or

(b)the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Company giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Company giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

4

Exhibit 10.03

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in

5

Exhibit 10.03

the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 2.24 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 2.24.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01.

“Borrowing Minimum” means $5,000,000. “Borrowing Multiple” means $1,000,000.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City.

“Capitalized Lease” means all leases that have been or should be, in accordance with GAAP, as in effect on January 1, 2018, recorded as capitalized leases.

“Capitalized Lease Obligations” means all obligations of the Company and its Subsidiaries under or in respect of Capitalized Leases.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and

(y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to

6

Exhibit 10.03

Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change in Control” means (a) an event or series of events by which any “person” within the meaning of Section 14(d) of the Exchange Act, other than the Company, a Subsidiary of the Company, or any employee benefit plan(s) sponsored by the Company or any Subsidiary of the Company, is or has become the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 40% or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote at the election of directors, or (b) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender's name on Schedule I hereto as such Lender's “Commitment” or (b) if such Lender has entered into any Assignment and Assumption, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(c), as such amount may be reduced pursuant to Section 2.06.

“Commitment Termination Date” means the earliest of (a) January 16, 2023, (b) the date of termination in whole of the Commitments pursuant to Section 2.06 or 6.01 and

(c) the date on which Borrowings are made hereunder.

“Communications” has the meaning specified in Section 9.02(d)(ii). “Company” has the meaning specified in the preamble to this Agreement.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the successor floor to the successor

7

Exhibit 10.03

Benchmark Replacement and other technical, administrative or operational matters) that the Agent, in consultation with the Company, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent, in consultation with the Company, decides is reasonably necessary in connection with the administration of this Agreement).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Confidential Information” has the meaning specified in Section 9.08. “Consolidated” refers to the consolidation of accounts in accordance with GAAP. “Consolidated EBT” means, for any period, the total revenues of the Company and

its Subsidiaries for such period, after deducting therefrom the cost of goods sold and all operating expenses for such period, including research and development and sales, general and administrative costs and interest expense for such period, all determined in accordance with GAAP on a consolidated basis, excluding any non-cash mark-to-market adjustment (positive or negative) for pension or other post-retirement gains or expenses for such period.

“Consolidated EBITDA” means, for any period, the Consolidated EBT of the Company and its Subsidiaries for such period, plus (a) the following to the extent deducted in calculating such Consolidated EBT, but without duplication: (i) amounts deducted in arriving at such Consolidated EBT in respect of non-cash nonrecurring charges, (ii) depreciation and amortization allowances, including amortization of intangibles and organization costs, (iii) Consolidated Interest Expense for such period, (iv) other expenses or losses, including purchase accounting entries such as inventory adjustment to fair value, reducing such Consolidated EBT which do not represent a cash item in such period or any future period, (v) fees and expenses incurred in connection with any proposed or actual acquisitions, investments, asset sales or divestitures in each case that are expensed, including related non-recurring integration costs of the Company and its Subsidiaries for each such Qualified Acquisition, (vi) other unusual, non-recurring or one-time cash expenses, losses and charges in an amount not to exceed $75,000,000 in any four fiscal quarter period (but not more than $300,000,000 until December 3, 2026), (vii) fees and expenses incurred in connection with the incurrence, prepayment, amendment, or refinancing of Indebtedness (including in connection with (i) the negotiation and documentation of this Agreement and any amendments or waivers thereof and (ii) the on- going compliance with this Agreement and the other Loan Documents) and (viii) stock- based compensation expense plus (b) reimbursement for losses incurred with respect to liability or casualty events or business interruption to the extent, without duplication (i) reimbursed to the Company or any of its Subsidiaries by third party insurance companies

8

Exhibit 10.03

during such period or (ii) projected to be received no more than 12-months after the specified event or business interruption as reasonably projected and factually supported by the Company in good faith and to the extent not exceeding $250,000,000 for any period of 12-months (calculated on a pro forma basis as though such amounts had been received on the first day of such period) and minus (c) (i) amounts added in arriving at such Consolidated EBT in respect of cash nonrecurring charges paid during such period and (ii) other gains or additions, including purchase accounting entries such as inventory adjustment to fair value, increasing such Consolidated EBT which do not represent a cash item in such period or any future period. For the purpose of calculating Consolidated EBITDA for any period, if during such period the Company or any Subsidiary shall have made an Acquisition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Acquisition occurred on the first day of such period.

“Consolidated Funded Indebtedness” or “Indebtedness” of any Person means (a) the sum of, without duplication, (i) all indebtedness of such Person for borrowed money,

(ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business of such Person), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all Consolidated Funded Indebtedness of others referred to in clauses (i) through (iv) above secured by (or for which the holder of such Consolidated Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Consolidated Funded Indebtedness minus (b) the sum of, (i) cash and cash equivalents that are escrowed or otherwise set aside for the purpose of repayment of Consolidated Funded Indebtedness, all of the foregoing determined in accordance with GAAP, and (ii) indebtedness, if any, arising in connection with receivables securitization and factoring programs in an aggregate principal amount not to exceed $500,000,000 at the time outstanding (for purposes of this clause, the “principal amount” of a receivables securitization program shall mean the Invested Amounts).

“Consolidated Interest Expense” means, for any period, all interest charges (including amortization of debt discount and expense and the imputed interest component of Capitalized Lease Obligations properly chargeable to income during such period) for the Company and its Subsidiaries, on a consolidated basis, all determined in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) Net Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters ended on such date (taken as one accounting period).

9

Exhibit 10.03

“Consolidated Net Tangible Assets” means, at any particular time, Consolidated Tangible Assets at such time after deducting therefrom all current liabilities, except for (a) notes and loans payable and (b) current maturities of the principal component of Capitalized Lease Obligations, all as set forth on the most recent consolidated balance sheet of the Company and its Consolidated Subsidiaries and computed in accordance with GAAP.

“Consolidated Tangible Assets” means, at any particular time, the aggregate amount of all assets (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expenses (to the extent included in said aggregate amount of assets) and other like intangibles, as set forth on the most recent consolidated balance sheet of the Company and its Consolidated Subsidiaries and computed in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings analogous thereto.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.09 or 2.10.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Day”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a

U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) zero. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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Exhibit 10.03

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means at any time, subject to Section 2.21(d), (i) any Lender that has failed for three or more Business Days to comply with its obligations under this Agreement to make an Advance or make any other payment due hereunder (each, a “funding obligation”), unless such Lender has notified the Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing),

(ii) any Lender that has notified the Agent or the Company in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder, unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (iii) any Lender that has defaulted on its funding obligations under other loan agreements or credit agreements generally under which it has commitments to extend credit or that has notified, or whose Parent Company has notified, the Agent or the Company in writing, or has stated publicly, that it does not intend to comply with its funding obligations under loan agreements or credit agreements generally unless such Lender has notified the Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (iv) any Lender that has, for three or more Business Days after written request of the Agent or the Company, failed to confirm in writing to the Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Agent’s and the Company’s receipt of such written confirmation), or

(v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company; provided that a Lender Insolvency Event shall not be deemed to occur with respect to a Lender or its Parent Company solely as a result of the acquisition or maintenance of an ownership interest in such Lender or Parent Company by a governmental authority or instrumentality thereof where such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.21(d)) upon notification of such determination by the Agent to the Company and the Lenders.

“Disclosed Litigation” has the meaning specified in Section 3.01(b).

“Disqualified Institution” means (a) entities that are reasonably determined by the Company to be competitors of the Company or its Subsidiaries and which are specifically

11

Exhibit 10.03

identified by the Company to the Agent in writing and delivered in accordance with Section

9.02 prior to the Effective Date and (b) any other entity that is reasonably determined by the Company to be a competitor (or an Affiliate of a competitor) of the Company or its Subsidiaries and which is specifically identified in a written supplement to the DQ List, which supplement shall become effective three Business Days after delivery thereof to the Agent and the Lenders in accordance with Section 9.02; provided that “Disqualified Institution” shall exclude any Person that the Company has designated as no longer being a “Disqualified Institution” by written notice delivered to the Agent from time to time in accordance with Section 9.02.

“Dollars” and the “$” sign each means lawful currency of the United States of America.

“Domestic Subsidiary” means any Subsidiary of the Company incorporated under the laws of the United States of America, any state thereof or the District of Columbia.

“DQ List” has the meaning specified in Section 9.07(e)(iv).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning specified in Section 3.01.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 9.07(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to Section 9.07(e).

“Environmental Claim” means, with respect to any Person, any notice, claim, demand or similar written communication by any other Person alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (a) the presence, or release into the environment, of any Material of Environmental Concern at any location, whether or not owned by such Person or (b) circumstances forming the basis of any violation, or alleged violation of any Environmental Law.

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Exhibit 10.03

“Environmental Laws” means all federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of hazardous or toxic materials, or otherwise relating to the manufacture, processing, distribution, use treatment, storage, disposal, transport or handling of hazardous or toxic materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Controlled Group” means a group consisting of any ERISA Person and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control with such Person that, together with such Person, are treated as a single employer under regulations of the PBGC.

“ERISA Person” has the meaning set forth in Section 3(9) of ERISA for the term “person.”

“ERISA Plan” means (a) any Plan that (i) is not a Multiemployer Plan and (ii) has Unfunded Benefit Liabilities in excess of $1,000,000 and (b) any Plan that is a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Company under Section 2.22(b)) or

(ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.15, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s

13

Exhibit 10.03

failure to comply with Section 2.15(g) and (d) any withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it; provided that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System as constituted from time to time.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business.

“GAAP” means, subject to Section 1.03 and the definition of Capital Lease, United States generally accepted accounting principles as in effect as of the date of determination thereof.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Company under this Agreement or any Notes and (b) to the extent not otherwise described in (a), Other Taxes.

“Initial Lenders” has the meaning set forth in the preamble to this Agreement.

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Exhibit 10.03

“Interest Period” means, for each Term Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Term Rate Advance or the date of the Conversion of any Base Rate Advance into such Term Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months, as the Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(ii)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Invested Amounts” means the amounts invested by investors that are not Affiliates of the Company in connection with any receivables securitization program and paid to the Company or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender Insolvency Event” means that (a) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding or a Bail-In Action, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

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Exhibit 10.03

“Lenders” means the Initial Lenders and each Person that shall become a party hereto pursuant to Section 9.07.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), or preferential payment arrangement, priority or other security agreement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing.

“Loan Documents” means this Agreement, including schedules and exhibits hereto, and any agreements entered into in connection herewith by the Company with or in favor of the Agent and/or the Lenders, including any amendments, modifications or supplements thereto or waivers thereof.

“Loan Party” has the meaning specified in Section 9.17.

“Margin Stock” has the meaning provided such term in Regulation U.

“Material Adverse Effect” means a material adverse effect upon (a) the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to perform, or of the Agent or any of the Lenders to enforce, any of the Obligations.

“Material Subsidiary” means each Subsidiary of the Company which meets any of the following conditions: (a) the Company and its other Subsidiaries, investments in and advances to such Subsidiary exceed 10% of the total assets of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year, (b) the Company's and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of such Subsidiary exceeds 10% of the total assets of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year, or (c) the Company's and its other Subsidiaries' equity in the income from the continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles (excluding non-recurring items and special charges) of such Subsidiary exceeds 10% of such income of the Company and its Subsidiaries consolidated for the most recently completed fiscal year.

“Maturity Date” means November 17, 2024.

“Mizuho” has the meaning specified in the preamble to this Agreement. “Multiemployer Plan” means a Plan which is a “multiemployer plan” as defined in

Section 4001(a)(3) of ERISA.

“Moody's” means Moody's Investors Service Inc.

“Net Consolidated Funded Indebtedness” of any Person as of any date, means Consolidated Funded Indebtedness of such Person minus (but without duplication of cash and cash equivalents that are escrowed for the purpose of repayment of Consolidated

16

Exhibit 10.03

Funded Indebtedness), cash and cash equivalents in excess of $200,000,000, all of the foregoing determined in accordance with GAAP on such date.

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender or a Potential Defaulting Lender.

“Note” means a promissory note of the Company payable to the order of any Lender, delivered pursuant to a request made under Section 2.17 in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Company to such Lender resulting from the Advances made by such Lender.

“Notice of Borrowing” has the meaning specified in Section 2.02(a). “Obligations” means all amounts owing to the Agent or any Lender (whether a

contingent obligation or otherwise) pursuant to the terms of this Agreement or any Note.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or the Notes, or sold or assigned an interest in any Advance or this Agreement or the Notes).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any Notes, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.22(b)).

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, or if such Lender does not have a bank holding company, then any corporation, association, partnership or other business entity owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Participant” has the meaning assigned to such term in clause (d) of Section 9.07. “Participant Register” has the meaning assigned to such term in clause (d) of

Section 9.07.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation established under ERISA, or any successor thereto.

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Exhibit 10.03

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any employee benefit plan, covered by Title IV of ERISA, the funding requirements of which: (a) were the responsibility of the Company or a member of its ERISA Controlled Group at any time within the five years immediately preceding the date hereof, (b) are currently the responsibility of the Company or a member of its ERISA Controlled Group, or (c) hereafter become the responsibility of the Company or a member of its ERISA Controlled Group, including any such plans as may have been, or may hereafter be, terminated for whatever reason.

“Plan of Reorganization” has the meaning assigned to it in Section 9.02(e)(iii). “Platform” has the meaning assigned to it in Section 9.02(d)(i).

“Potential Defaulting Lender” means, at any time, a Lender (i) as to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Subsidiary of such Lender, (ii) as to which the Agent has in good faith determined and notified the Company that such Lender or its Parent Company or a Subsidiary thereof has notified the Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement unless such Lender has notified the Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing) or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination that is made that a Lender is a Potential Defaulting Lender under any of clauses (i) through (iii) above will be made by the Agent in its sole discretion acting in good faith. The Agent will promptly send to all parties hereto a copy of any notice to the Company provided for in this definition.

“Principal Property” means any manufacturing plant or manufacturing facility (in each case taken as a whole) which is (a) owned by the Company or any Principal Subsidiary, (b) located within the continental United States, and (c) in the opinion of the Board of Directors of the Company, material to the total business conducted by the Company and the Principal Subsidiaries taken as a whole.

“Principal Subsidiary” means any Subsidiary of the Company (a) substantially all the property of which is located within the continental United States and (b) which owns any Principal Property; provided that the term “Principal Subsidiary” shall not include any such Subsidiary which is principally engaged in leasing or in financing receivables, or which is principally engaged in financing the Company's operations outside the continental United States of America.

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Exhibit 10.03

“Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody's, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company. For purposes of the foregoing, (a) if only one of S&P and Moody's shall have in effect a Public Debt Rating, the Applicable Margin shall be determined by reference to the available rating; (b) if neither S&P nor Moody's shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Commitment Percentage will be set in accordance with Level 5 under the definition of “Applicable Margin”; (c) if the ratings established by S&P and Moody's shall fall within different levels, the Applicable Margin shall be based upon the higher rating; (d) if any rating established by S&P or Moody's shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody's shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody's, as the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be. If the rating system of Moody’s or S&P shall change, or if any of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend the definition of Applicable Margin to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“Qualified Acquisition” means any Acquisition by the Company or any Subsidiary, provided that the aggregate consideration therefor (including as consideration, without duplication, the aggregate principal amount of Indebtedness assumed or incurred by the Company or any Subsidiary, and the aggregate principal amount of Indebtedness of such Person repaid, prepaid or redeemed by the Company or any Subsidiary, in each case, in connection therewith) is at least $300,000,000.

“Ratable Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender's Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.06 or 6.01, such Lender's Commitment as in effect immediately prior to such termination) and the denominator of which is the aggregate amount of all Commitments at such time (or, if the Commitments shall have been terminated pursuant to Section 2.06 or 6.01, the aggregate amount of all Commitments as in effect immediately prior to such termination).

“Recipient” means (a) Agent and (b) any Lender, as applicable. “Register” has the meaning specified in Section 9.07(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

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Exhibit 10.03

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Reportable Event” has the meaning set forth in Section 4043(b) of ERISA (other than a Reportable Events as to which the provision of thirty days' notice to the PBGC is waived under applicable regulations), or is the occurrence of any of the events described in Section 4062(e) or 4063(a) of ERISA.

“Required Lenders” means at any time Lenders owed at least a majority in interest of the then aggregate unpaid principal amount of the Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having at least a majority in interest of the Commitments; provided that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time the Commitments of such Lender at such time.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the Chief Financial Officer, the Chief Accounting Officer, the Treasurer or any Assistant Treasurer of the Company.

“Restricted Subsidiary” means, for purposes of Section 5.02(d) hereof, a wholly- owned Subsidiary of the Company substantially all of the assets of which are located in the United States (excluding territories or possessions) and which owns a Principal Property; provided however, that the term Restricted Subsidiary shall not include any Subsidiary that is principally engaged in (a) the business of financing; (b) the business of owning, buying, selling, leasing, dealing in or developing real property; or (c) the business of exporting goods or merchandise from or importing goods or merchandise into the United States.

“S&P” means S&P Global Ratings.

“Same Day Funds” means immediately available funds.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any EU Member State or Her Majesty’s Treasury of the United Kingdom.

“Sanctioned Country” means, at any time, a country or territory which is or whose government is the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions- related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union, any EU member state or Her Majesty’s Treasury of

20

Exhibit 10.03

the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Subsidiary” means, with respect to any Person, any corporation or other entity in which such Person has ownership or control sufficient under GAAP to require such corporation or entity to be consolidated with such Person for financial reporting purposes.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Rate Advance” means an Advance that bears interest as provided in Section 2.08(a)(ii).

“Term SOFR” means,

(a)for any calculation with respect to a Term Rate Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)for any calculation with respect to a Base Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR TermSOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR

21

Exhibit 10.03

Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than zero, then Term SOFR shall be deemed to be zero.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on

SOFR.

“Termination Event” means (a) a Reportable Event, or (b) the initiation of any

action by the Company, any member of the Company's ERISA Controlled Group or any ERISA Plan fiduciary to terminate an ERISA Plan or the treatment of an amendment to an ERISA Plan as a termination under ERISA, or (c) the institution of proceedings by the PBGC under Section 4042 of ERISA to terminate an ERISA Plan or to appoint a trustee to administer any ERISA plan, except, in any such case, where the result thereof could not reasonably be expected to have a Material Adverse Effect.

“Trade Date” has the meaning specified in Section 9.02(e).

“Type” means, as to any Advance, its nature as a Base Rate Advance or a Term Rate Advance.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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Exhibit 10.03

“Unfunded Benefit Liabilities” means with respect to any Plan at any time, the amount (if any) by which (a) the present value of all benefit liabilities under such Plan as defined in Section 4001(a)(16), of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan (on the basis of the interest rate and other assumptions used to determine the current liabilities of the Plan as required under Code Section 430.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 2.15(g). “Voting Stock” means capital stock issued by a corporation, or equivalent interests

in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Withholding Agent” means the Company and the Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. The word “year” shall refer (i) in the case of a leap year, to a year of 366 days, and (ii) otherwise, to a year of 365 days. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to

23

Exhibit 10.03

time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03    Accounting Terms.

(a)Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall be construed in conformity with GAAP. Financial statements and other information required to be delivered by the Company to the Lenders pursuant to Sections 5.01(a)(i) and 5.01(a)(ii) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)If the Company notifies the Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.04 Disclaimer and Exculpation With Respect to any Rate. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the Base Rate, Term SOFR Reference Rate, Term SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.24 upon the occurrence of a Benchmark Transition Event, and

(ii) the effect, implementation or composition of any Conforming Changes, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, the Base Rate, Term SOFR Reference Rate, Term

24

Exhibit 10.03

SOFR or any Benchmark or have the same volume or liquidity as did the Base Rate, Term SOFR Reference Rate, Term SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of the Base Rate, Term SOFR Reference Rate, Term SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and any other financial instruments, including potentially those that are intended as hedges. The Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of the Base Rate, Term SOFR Reference Rate, Term SOFR, any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Term SOFR, any Benchmark or such alternative, successor or replacement rate by the Agent to be conclusive, absent manifest error. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Term SOFR Reference Rate, Term SOFR, any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Company, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.05 Divisions. For all purposes under this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

SECTION 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01 The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in Dollars to the Company on any single Business Day during the period from January 3, 2023 until the Commitment Termination Date in an amount not to exceed such Lender's Commitment. For the avoidance of doubt, no Loan advances may be made prior to January 3, 2023. Each Borrowing shall be in an amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.

SECTION 2.02    Making the Advances.

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Exhibit 10.03

(a)Each Borrowing shall be made on notice, given not later than

(x) 11:00 A.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Term Rate Advances or (y) 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Company to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be made in writing or by electronic mail, or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing and (iii) aggregate amount of such Borrowing. Each Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Company at the Agent’s address referred to in Section 9.02.

(b)Anything in subsection (a) above to the contrary notwithstanding, (i) the Company may not select Term Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Term Rate Advances shall then be suspended pursuant to Section 2.09 or 2.13 and (ii) the Term Rate Advances may not be outstanding as part of more than six separate Borrowings.

(c)Each Notice of Borrowing shall be irrevocable and binding on the Company. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Term Rate Advances, the Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(d)Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Agent, at (i) in the case of the Company, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.

26

Exhibit 10.03

(e)The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

(f)Each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Advances; provided that any exercise of such option shall not affect the obligation of the Company to repay such Advances in accordance with the terms of this Agreement.

SECTION 2.03    [Reserved].

SECTION 2.04    [Reserved].

SECTION 2.05    Fees.

(a)[Reserved].

(b)Agent's Fees. The Company shall pay to the Agent for its own account such fees as may from time to time be agreed between the Company and the Agent.

SECTION 2.06 Optional Termination or Reduction of the Commitments. The Company shall have the right, at any time prior to the Commitment Termination Date and upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

SECTION 2.07 Repayment of Advances. The Company shall repay to the Agent for the ratable account of the Lenders on the Maturity Date the aggregate principal amount of the Advances then outstanding.

SECTION 2.08    Interest on Advances.

(a)Scheduled Interest. The Company shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i)Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii)Term Rate Advances. During such periods as such Advance is a Term Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (x) Term SOFR for such Interest Period plus (y) 0.10% per annum plus (z) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than

27

Exhibit 10.03

three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Term Rate Advance shall be Converted or paid in full.

(b)Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall, require the Company to pay interest (“Default Interest”) on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above, provided, however, that following the acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable whether or not previously required by the Agent.

SECTION 2.09    Interest Rate Determination.

(a)The Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.08(a)(i) or (ii).

(b)If, with respect to any Term Rate Advances (i) the Required Lenders notify the Agent that Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Term Rate Advances for such Interest Period or (ii) the Agent determines the interest rate applicable to Term Rate Advances is not ascertainable or available (including, without limitation, because the applicable Reuters or Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Agent shall forthwith so notify the Company and the Lenders, whereupon (A) the Company will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Term Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

(c)The Interest Period for any Term Rate Advance shall, at the end of each Interest Period, be automatically continued for an Interest Period of the same duration until such time as the Company shall have Converted the applicable Term Rate Advance into a Base Rate Advances pursuant to Section 2.10.

(d)On the date on which the aggregate unpaid principal amount of Term Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.

(e)Upon the occurrence and during the continuance of any Event of Default,

(i) each Term Rate Advance will automatically, on the last day of the then existing Interest Period

28

Exhibit 10.03

therefor, be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make Term Rate Advances, or to Convert Advances into Term Rate Advances, shall be suspended.

SECTION 2.10 Optional Conversion of Advances. The Company may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.09 and 2.13, Convert all Advances of one Type comprising the same Borrowing into Advances of another Type; provided, however, that any Conversion of Term Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Term Rate Advances, any Conversion of Base Rate Advances into Term Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion and (ii) the Advances to be Converted. Each notice of Conversion shall be irrevocable and binding on the Company.

SECTION 2.11 Optional Prepayments of Advances. The Company may, upon notice at least two U.S. Government Securities Business Days prior to the date of such prepayment, in the case of Term Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof and (y) in the event of any such prepayment of a Term Rate Advance, the Company shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c).

SECTION 2.12    Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Term SOFR);

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender;

29

Exhibit 10.03

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, Converting to, continuing or maintaining any Advance or of maintaining its obligation to make any such Advance, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, the Company will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Company will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Company, shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within thirty days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.13 Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Applicable Lending Office to perform its obligations hereunder to make Term Rate Advances or to fund or maintain Term Rate Advances hereunder, (a) each Term Rate Advance will automatically, upon such demand, be Converted into a Base Rate Advance and (b) the obligation of the Lenders to make Term Rate Advances or to Convert Advances into Term Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

30

Exhibit 10.03

SECTION 2.14    Payments and Computations.

(a)The Company shall make each payment hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to 2.05(b), 2.12, 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)All computations of interest based on the Base Rate (other than as calculated by reference to clauses (b) or (c) of the definition of Base Rate) shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on Term SOFR or the Federal Funds Rate shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c)Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Term Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d)Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent (x) the Company shall not have so made such payment in full to the Agent or (y) the Agent has made a payment in excess of the amount so paid by the Company (whether or not then owed)) each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

SECTION 2.15    Taxes.

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Exhibit 10.03

(a)[Reserved].

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Company under this Agreement or the Notes shall be made, without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Company. The Company shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Company. The Company shall indemnify each Recipient, within ten days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A reasonably detailed certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within thirty days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with this Agreement or the Notes, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or the Notes or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this Section, the Company shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority

32

Exhibit 10.03

evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(g)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement or the Notes shall deliver to the Company and the Agent, at the time or times reasonably requested by the Company or the Agent, such properly completed and executed documentation reasonably requested by the Company or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Agent as will enable the Company or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (g)(ii)(A), (ii)(B) and (ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Company and the Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W- 8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

33

Exhibit 10.03

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Company as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax

Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Agent as may be necessary for the Company and the Agent to comply with their obligations under FATCA, and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and

34

Exhibit 10.03

withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made and additional amounts paid under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under this Agreement and the Notes.

SECTION 2.16 Sharing of Payments, Etc. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Advances and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them; provided that:

35

Exhibit 10.03

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this paragraph shall not be construed to apply to

(x) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in L/C Obligations to any assignee or participant, other than to the Company or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

The Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Company rights of setoff and counterclaim, subject to Section 9.05, with respect to such participation as fully as if such Lender were a direct creditor of the Company in the amount of such participation.

SECTION 2.17    Evidence of Debt.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon notice by any Lender to the Company (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up to the Commitment of such Lender.

(b)The Register maintained by the Agent pursuant to Section 9.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto,

(ii) the terms of each Assumption Agreement and each Assignment and Assumption delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Agent from the Company hereunder and each Lender's share thereof.

(c)Entries made in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreement.

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Exhibit 10.03

SECTION 2.18 Use of Proceeds. The proceeds of the Advances hereunder shall be available (and the Company agrees that it shall use such proceeds) solely for general corporate purposes of the Company and its Subsidiaries, including without limitation acquisitions. The Company will not request any Borrowing, and the Company shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not directly or indirectly use, the proceeds of any Borrowing (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, in each case except to the extent permissible for a Person in compliance with Sanctions or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 2.19    [Reserved].

SECTION 2.20    [Reserved]. SECTION 2.21    Defaulting Lenders.

(a)Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) shall be applied at such time or times as may be reasonably determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Agent; third, if so reasonably determined by the Agent and the Company, to be held in the L/C Cash Deposit Account and released in order to satisfy obligations of such Defaulting Lender to fund Advances under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made at a time when the applicable conditions set forth in Article III were satisfied or waived, such payment shall be applied solely to pay the Advances of all Non-Defaulting Lenders and Potential Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Lender and providedfurther that any amounts held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral

37

Exhibit 10.03

pursuant to this Section 2.21 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)If the Company and the Agent agree in writing in their reasonable determination that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders in accordance with their Ratable Share (without giving effect to Section 2.22(a)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

SECTION 2.22    Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires the Company to pay any Taxes or additional amounts to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Company) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12 or the Company is required to pay any Indemnified Taxes or any additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section

2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22(a), (ii) any Lender is a Defaulting Lender or (iii) any Lender does not approve any consent, waiver or amendment that (A) requires the approval of all affected Lenders in accordance with the terms of Section 9.01 and (B) has been approved by the Required Lenders (a “Non-Approving Lender”), then the Company may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(A)the Company shall have paid to the Agent the assignment fee (if any) specified in Section 9.07;

38

Exhibit 10.03

(B)such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon and all other amounts payable to it hereunder (including any amounts under Section 9.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest) or the Company (in the case of all other amounts);

(C)in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(D)such assignment does not conflict with Applicable Law; and

(E)in the case of any assignment resulting from a Lender becoming a Non-Approving Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

SECTION 2.23    [Reserved].

SECTION 2.24    Benchmark Replacement Setting.

Notwithstanding anything to the contrary herein:

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Agent.

39

Exhibit 10.03

(b)Benchmark Replacement Conforming Changes. In connection with the use or administration of Term SOFR or the use, administration, adoption or implementation of a Benchmark Replacement, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c)Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Company and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.24(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.24, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement, except, in each case, as expressly required pursuant to this Section 2.24.

(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Term Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

40

Exhibit 10.03

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01 Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied or waived:

(a)There shall have occurred no material adverse change in the operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, since December 31, 2021.

(b)There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(d) hereto (the “Disclosed Litigation”) or

(ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(d) hereto.

(c)[Reserved].

(d)All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.

(e)The Company hereby notifies the Agent that the proposed Effective Date is November 17, 2022.

(f)The Company shall have paid all reasonable and documented out-of-pocket accrued fees and expenses of the Agent and the Lenders (including the reasonable and documented accrued fees and expenses of external counsel to the Agent); provided, however, that the expenses of legal counsel shall be limited to one law firm identified by the Agent (and if necessary, one local counsel identified by the Agent in any relevant material jurisdiction).

(g)On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:

(i)The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are correct in all respects) as of such date, and

41

Exhibit 10.03

(ii)No event has occurred and is continuing that constitutes a Default.

(h)The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:

(i)The Notes made by the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.

(ii)Certified copies of the resolutions of the Board of Directors (or equivalent body) of the Company approving this Agreement and the Notes to be delivered by it, and of its by-laws and certificate of incorporation, together with all amendments thereto, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.

(iii)A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered by it hereunder.

(iv)A favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel for the Company, in form and substance reasonably satisfactory to the Agent.

(i)The Agent shall have received on or before the Effective Date (i) a counterpart of this Agreement signed on behalf of each party hereto and (ii) a copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Company’s jurisdiction of incorporation.

(j)The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, requested at least three Business Days prior to the Effective Date.

SECTION 3.02 Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):

(i)the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth in subsections (d) and (f) thereof) are correct in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are true and correct in all respects) as of such date on and as of such date, before and after giving effect to such Borrowing, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are true and correct in all respects) as of such earlier date, and

42

Exhibit 10.03

(ii)no event has occurred and is continuing, or would result from such Borrowing or to the application of the proceeds therefrom that constitutes a Default.

SECTION 3.03 Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to November 17, 2022, specifying its objection thereto. The Agent shall notify the Lenders and the Company of the occurrence of the Effective Date on the Effective Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01    Representations and Warranties of the Company. The Company

represents and warrants as follows:

(a)Corporate Status. The Company and each Domestic Subsidiary (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes to engage and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in every jurisdiction (other than the jurisdiction of its incorporation) in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except, in each case related to a Domestic Subsidiary and in the case of clause (iii) related to the Company, where such failure, individually or in the aggregate, may not reasonably be expected to have a Material Adverse Effect.

(b)Corporate Power and Authority. The Company has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the Notes to be delivered by it and has taken all necessary corporate action to authorize the execution, delivery and performance by the Company of this Agreement and such Notes. The Company has duly executed and delivered this Agreement, and this Agreement and each Note to be delivered by it constitutes, its legal, valid and binding obligation, enforceable in accordance with its terms, except as enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

(c)No Violation. Neither the execution, delivery or performance by the Company of this Agreement and the Notes to be delivered by it, nor compliance by it with the terms and provisions thereof nor the consummation of the financing transactions contemplated thereby, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create

43

Exhibit 10.03

or impose) any Lien upon any of the property or assets of the Company or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation or by-laws of the Company, except in each case referred to in clause (i) or (ii), to the extent that such contravention, conflict, inconsistency, breach, default, Lien, or violation would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)Litigation. Except as set forth in Schedule 4.01(d) or as specifically disclosed in the Company’s Annual Report on Form 10-K and any other filings with the SEC prior to the date hereof, there are no actions, suits or proceedings, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Company, threatened which, individually or in the aggregate, may reasonably be expected to result in a Material Adverse Effect and no material adverse change has occurred with respect to any of the matters set forth in Schedule 4.01(d) that would reasonably be expected to result in a Material Adverse Effect.

(e)Financial Statements; Financial Condition; etc. The audited consolidated financial statements of the Company and its Consolidated Subsidiaries as at December 31, 2021, heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, the consolidated financial condition and the results of operations of the entities covered thereby on the date and for the period covered thereby, except as disclosed in the notes thereto.

(f)Material Adverse Change. Since December 31, 2021, there has not occurred and there does not exist any event, act, condition or liability which has had, or may reasonably be expected to have, a Material Adverse Effect.

(g)Use of Proceeds; Margin Regulations. All proceeds of each Advance will be used by the Company only in accordance with the provisions of Section 2.18. Neither the making of any Advance nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulations U or X.

(h)Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required for the due execution, delivery and performance of this Agreement or the Notes or the consummation of any of the transactions contemplated thereby.

(i)Tax Returns and Payments. The Company and each of its Subsidiaries has filed all tax returns required to be filed by it and has paid all taxes shown on such returns and assessments payable by it which have become due, other than those (i) not yet delinquent or those that are in the aggregate adequately reserved against in accordance with generally accepted accounting principles which are being diligently contested in good faith by appropriate proceedings or (ii) where any failure thereof would not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Schedule 4.01(i), there are and will be no tax- sharing or similar arrangements with any Person (other than the Company and its Subsidiaries).

44

Exhibit 10.03

(j)[Reserved].

(k)Investment Company Act. Neither the Company nor any of its Subsidiaries is (i) an “investment company” or a company controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or

(ii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

(l)True and Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of the Company by a Responsible Officer in writing to the Agent or any Lender on or prior to the Effective Date, for purposes of or in connection with this Agreement or any of the transactions contemplated hereby is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Company by a Responsible Officer in writing to the Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or furnished and not incomplete by knowingly omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time. As of the Effective Date, there are no facts, events, conditions or liabilities known to the Company which, individually or in the aggregate, have or may reasonably be expected to have a Material Adverse Effect.

(m)[Reserved].

(n)[Reserved].

(o)No Default. The Company is not in default under or with respect to any agreement, instrument or undertaking to which it is a party or by which it or any of its property is bound in any respect which may reasonably be expected to result in a Material Adverse Effect. No Default exists.

(p)[Reserved].

(q)Compliance With Law. The Company and each of its Subsidiaries is in compliance with all laws, rules, regulations, orders, judgments, writs and decrees including, without limitation, ERISA and Environmental Laws, other than (a) such requirements of law, rules, statutes, decrees or restrictions being contested in good faith by appropriate proceedings diligently conducted and (b) except where such non-compliance, individually or in the aggregate, may not reasonably be expected to have a Material Adverse Effect.

(r)Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures that are reasonably designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents in all material respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective directors, officers and employees and to the knowledge of the Company its agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or to the knowledge of the Company or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Company, any agent of

45

Exhibit 10.03

the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

ARTICLE V

COVENANTS OF THE COMPANY

SECTION 5.01    Affirmative Covenants. So long as any Advance shall remain

unpaid or any Lender shall have any Commitment hereunder:

(a)Information Covenants.    The Company shall furnish to the Agent (for delivery to each Lender):

(i)Quarterly Financial Statements. Within sixty days after the close of each quarterly accounting period in each fiscal year of the Company (other than the final quarter), the consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth comparative figures for the related periods in the prior fiscal year.

(ii)Annual Financial Statements. Within ninety days after the close of each fiscal year of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, cash flow and retained earnings for such fiscal year, setting forth comparative figures for the preceding fiscal year and, with respect to such consolidated financial statements, certified with an unqualified opinion by independent certified public accountants of recognized national standing selected by the Company.

(iii)Officer's Certificate. At the time of the delivery of the financial statements under clauses (i) and (ii) above, a certificate of the chief financial officer or treasurer of the Company which certifies (A) that such financial statements fairly present, in all material respects, the financial condition and the results of operations of the Company and its Subsidiaries on the dates and for the periods indicated in accordance with generally accepted accounting principles, subject, in the case of interim financial statements, to normally recurring year-end adjustments and the absence of footnotes, (B) that such officer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements, and that as a result of such review such officer has concluded that no Default has occurred during the period commencing at the beginning of the accounting period covered by the financial statements accompanied by such certificate and ending on the date of such certificate or, if any Default has occurred, specifying the nature and extent thereof and, if continuing, the action the Company proposes to take in respect thereof and (C) in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03. Such certificate shall be substantially in the form of Exhibit D.

46

Exhibit 10.03

(iv)Notice of Default or Material Adverse Effect. Promptly after the Company obtains knowledge of the occurrence of (a) any Default or (b) any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, a certificate of the chief financial officer or treasurer of the Company specifying the nature thereof and the Company's proposed response thereto.

(v)Other Developments. Promptly and in any event within ten Business Days after the existence of any of the following conditions, prompt written notice of any of the following development that results in, or could reasonably be expected to result in, a Material Adverse Effect: (i) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any governmental authority; and

(ii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including any Environmental Claim.

(vi)Other Information. From time to time with reasonable promptness, such other information or documents (financial or otherwise) as the Agent or any Lender through the Agent may reasonably request.

In lieu of furnishing to the Agent paper copies of the documents required to be delivered pursuant to Sections 5.01(a)(i) and (ii), to the extent such documents are filed with the SEC or, in the case of clause (vii), posted on the Company’s Internet website, the documents shall be deemed to have been delivered on the date on which the Company posts such documents on its Internet website or on the SEC’s EDGAR system. Notwithstanding the foregoing, the Company shall deliver paper copies of such documents to any Lender that requests the Company to deliver such paper copies.

(b)Books, Records and Inspections. The Company shall, and shall cause each of its Domestic Subsidiaries to, keep proper books of record and account in conformity with generally accepted accounting principles. The Company shall, and shall cause each of its Subsidiaries to, permit officers and designated representatives of any Lender to visit and inspect any of the properties of the Company or any of its Subsidiaries, and to examine the books of record and account of the Company or any of its Subsidiaries, and discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable notice, at such reasonable times and to such reasonable extent as such Lender may desire, and not more than once each fiscal year; provided that if an Event of Default has occurred and is continuing, such representatives and independent contractors may do any of the foregoing at the expense of the Company at any time during normal business hours and with reasonable prior notice; and provided, further, that any information obtained as the result of such inspection, examination or discussion shall be deemed to constitute Confidential Information.

(c)Maintenance of Insurance. On and after the Effective Date until the Maturity Date, the Company shall, and shall cause each of its Material Subsidiaries to, maintain with financially sound and reputable insurance companies or through self-insurance programs, insurance on itself and its properties in at least such amounts (in such types and with such deductibles) and against at least such risks as are customarily insured against in the same general area by companies engaged in the same or a similar business similarly situated.

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Exhibit 10.03

(d)Taxes.

(i)The Company shall pay or cause to be paid or discharged, and shall cause each of its Subsidiaries to pay or cause to be paid or discharged, when due, all taxes, charges and assessments and all other lawful claims required to be paid by the Company or such Subsidiaries, except (i) as contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves have been established with respect thereto in accordance with generally accepted accounting principles or (ii) where any failure thereof would not reasonably be expected to result in a Material Adverse Effect.

(ii)Except as set forth in Schedule 5.01(d), the Company shall not, and shall not permit any of its Subsidiaries to, file or consent to the filing of any consolidated tax return with any Person (other than the Company and its Subsidiaries).

(e)Corporate Franchises. The Company shall, and shall cause each of its Material Subsidiaries to, do or cause to be done, (i) all things necessary to preserve, renew and keep in full force and effect its legal existence and,(ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any transaction otherwise permitted under this Agreement or any change in the form of organization (by merger or otherwise) of any Material Subsidiary.

(f)Compliance with Law. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable laws, rules, statutes, regulations, decrees and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of their business and the ownership of their property, including, without limitation, ERISA and all Environmental Laws, other than those (a) requirements of law, rules, statutes, decrees or restriction being contested in good faith by appropriate proceedings diligently conducted or (b) the non-compliance with which, individually or in the aggregate, may not reasonably be expected to have a Material Adverse Effect. The Company shall maintain in effect and enforce policies and procedures that are reasonably designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects.

(g)Maintenance of Properties. The Company shall, and shall cause each of its Subsidiaries to, ensure that its material properties used or useful in its business are kept in good repair, working order and condition, normal wear and tear excepted and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02    Negative Covenants.    So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder:

(a)Liens. The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist, directly or indirectly, any Lien on any of its or their property (whether real or personal, including, without limitation, accounts receivable and inventory) or any interest it or they may have therein, whether owned at the date hereof or hereafter

48

Exhibit 10.03

acquired (unless, in the case of any Lien of or upon the property of any of its Subsidiaries, all obligations and indebtedness thereby secured are held by the Company or any of its Subsidiaries); provided that the provisions of this Section 5.02(a) shall not prevent or restrict the existence or creation of:

(i)Liens consisting of cash collateral and other credit support in respect of letters of credit issued pursuant to the Company’s Second Amended and Restated Five Year Credit Agreement dated as of December 3, 2021 as amended, amended and restated, supplemented, extended, replaced, refinanced, or otherwise modified from time to time, or any related agreement entered into in connection therewith from time to time;

(ii)customary rights of setoff upon deposit accounts and securities accounts of cash in favor of banks or other depository institutions and securities intermediaries;

(iii)Liens on the assets of the Company or any of its Subsidiaries existing on the date hereof and set forth on Schedule 5.02(a) and any renewals, replacements or extensions thereof; provided that (a) the property covered thereby is not changed (other than any improvements thereto and proceeds thereof) and (b) the aggregate principal amount of Indebtedness secured thereby is not increased above the commitment or limits as in effect on the date hereof except in an amount equal to the fees and expenses of such renewal, replacement or extension;

(iv)Licenses (including licenses of patents, trademarks, copyrights, and other intellectual property rights), operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material respect with the business of the Company or any of its Subsidiaries;

(v)Liens arising pursuant to any hedging arrangement, swap arrangement or similar arrangements entered into in the ordinary course of business;

(vi)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, and any products or proceeds thereof to the extent covered by such Liens;

(vii)Liens for taxes or assessments or governmental charges or levies or securing judgements for the payment of money not constituting a Default not then due and delinquent or the validity of which is being contested in good faith;

(viii)materialmen's, mechanic's, carrier's, workmen's, repairmen's, landlord's or other like Liens, or deposits to obtain the release of such Liens;

(ix)pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), insurance contracts, leases, statutory obligations, worker’s compensation, unemployment insurance and other social security legislation, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (including deposits to secure letters of credit issued to secure any such obligation);

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Exhibit 10.03

(x)licenses, easements, rights of way and other similar encumbrances imposed by law or arising in the ordinary course of business that do not secure any monetary obligations, or zoning or other restrictions as to the use of real properties, the existence of which, in the aggregate, does not materially interfere with the operation of the business of the Company or its Subsidiaries;

(xi)Liens of or upon (A) any property or assets acquired by the Company or any of its Subsidiaries (whether by purchase, merger or otherwise) after the date hereof and not theretofore owned by the Company or any of its Subsidiaries, or (B) improvements made on any property or assets now owned or hereafter acquired, securing the purchase price thereof or created or incurred simultaneously with, or within 180 days after, such acquisition or the making of such improvements or existing at the time of such acquisition (whether or not assumed) or the making of such improvements, if (x) such Lien shall be limited to the property or assets so acquired or the improvements so made, (y) the amount of the obligations or indebtedness secured by such Liens shall not be increased after the date of the acquisition of such property or assets or the making of such improvements, except to the extent improvements are made to such property or assets after the date of the acquisition or the making of the initial improvements, and (z) in each instance where the obligation or indebtedness secured by such Lien constitutes an obligation or indebtedness of, or is assumed by, the Company or any of its Subsidiaries, the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (which may be determined in good faith by the Board of Directors of the Company), whichever is lower, of the property or assets or improvements at the time of the acquisition or making thereof;

(xii)Liens arising under operating leases, purchase money indebtedness existing on the date hereof and Capitalized Leases;

(xiii)Liens on property of a Person existing at the time such corporation is merged into or consolidated with the Company or any of its Subsidiaries or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or any of its Subsidiaries, which Liens were not incurred in anticipation of such transaction;

(xiv)Liens on or other conveyances of property owned by the Company or any of its Subsidiaries in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such mortgages;

(xv)Liens on accounts receivable sold to Eastman Chemical Financial Corporation, a Delaware corporation and a wholly owned (directly or indirectly) special purpose entity of the Company or any other wholly owned (directly or indirectly) special purpose entity of the Company, arising under the Company's securitization program or

50

Exhibit 10.03

precautionary liens on accounts receivable sold by the Company or any of its Subsidiaries to a third party factor;

(xvi)Liens (including Liens to secure judgments) not otherwise permitted by this Section 5.02(a) securing obligations of the Company or any Subsidiary thereof in an aggregate principal amount outstanding at any one time not to exceed an amount equal to 15% of Consolidated Net Tangible Assets at such time; and

(xvii)renewals, extensions or replacements of the Liens referred to in clauses (ii) through (xvi) for amounts which shall not exceed the principal amount of the obligations or Indebtedness so renewed or replaced at the time of the renewal or replacement thereof and applying only to the same property or assets theretofore subject to such Liens.

(b)Restriction on Fundamental Changes. The Company shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the property of the Company, or, in the case of a Subsidiary of the Company, the business or property of the Company and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Company shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Company, shall (A) be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) deliver all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti- Money Laundering Laws, including the PATRIOT Act, requested by any Lender, (C) deliver to the Agent documents of the type described in Section 3.01(h)(ii), (iii), (iv) and (v) and (D) such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and the Notes to be performed by the Company, and (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing; and provided, further that (x) any Subsidiary of the Company may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Company or any Subsidiary of the Company, (y) any Subsidiary may merge, consolidate, amalgamate, liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or discontinue its business and (z) any Subsidiary may convey, lease, sell or transfer its assets, in each case so long as doing so does not result, directly or indirectly, in the disposition (in one or a series of transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole.

(c)[Reserved].

(d)Limitations on Restricted Subsidiary Indebtedness. The Company shall not permit any Restricted Subsidiary that has not provided a guaranty of the Obligations to incur or assume any indebtedness of the type that would constitute Consolidated Funded Indebtedness except:

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Exhibit 10.03

(i)Indebtedness that is or could be secured by a Lien permitted pursuant to Section 5.02(a);

(ii)Indebtedness outstanding on the Effective Date;

(iii)Indebtedness issued to and held by the Company or another

Subsidiary;

(iv)Indebtedness incurred by a Person prior to the time (A) such Person

became a Restricted Subsidiary, (B) such Person merges into or consolidates with a Restricted Subsidiary or (C) another Restricted Subsidiary merges into or consolidates with such Person (in a transaction in which such Person becomes a Restricted Subsidiary), which Indebtedness was not incurred in anticipation of such transaction and was outstanding prior to such transaction;

(v)Indebtedness incurred in the ordinary course of business and maturing within one year;

(vi)Guarantees or other support obligations of Indebtedness of the Company or Indebtedness otherwise permitted under this Section 5.02(d);

(vii)Indebtedness in the form of purchase price adjustments, earn-outs, reimbursement obligations and other deferred payments incurred in connection with any acquisition or joint venture investments;

(viii)other Indebtedness at any time outstanding only to the extent that the aggregate amount of such Indebtedness of all Restricted Subsidiaries does not exceed 15% of Consolidated Net Tangible Assets;

(ix)endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and

(x)advances and deposits received in the ordinary course of business.

(e)Use of Proceeds. The Company will not request any Borrowing, or use, or permit its Subsidiaries and its or their respective directors, officers, employees and agents to use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permissible for a Person in compliance with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.03 Financial Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will maintain a Consolidated Leverage Ratio, commencing with the fiscal quarter following the Effective Date, of not greater than 3.50 to 1.00; provided that, upon written notice (such notice, an “Increase Leverage

52

Exhibit 10.03

Notice”) to the Agent from the Company that an Qualified Acquisition has been consummated, the Company will be permitted to maintain a Consolidated Leverage Ratio of not greater than 4.00 to 1.00 for the period of four consecutive fiscal quarters immediately following the consummation of such acquisition; provided, further, that following such four consecutive fiscal quarters for which the maximum Consolidated Leverage Ratio is increased, the maximum Consolidated Leverage Ratio shall revert to 3.50 to 1.00 for not fewer than two fiscal quarters before a subsequent Increase Leverage Notice is delivered to the Agent.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01    Events of Default. If any of the following events (“Events of

Default”) shall occur and be continuing:

(a)Failure to Make Payments. The Company shall (i) default in the payment when due of any principal of the Advances, and such default shall continue unremedied for one or more Business Days or (ii) default, and such default shall continue unremedied for ten or more days, in the payment when due of any interest on the Advances or (iii) default, and such default shall continue unremedied for thirty or more days from the date of notice of such default, in the payment when due of any other amounts owing hereunder; or

(b)Breach of Representation or Warranty. Any representation or warranty made by the Company herein or in any certificate or statement delivered pursuant hereto or thereto shall prove to be false or misleading in any material respect on the date as of which made or deemed made; or

(c)Breach of Covenants. (i) The Company shall fail to perform or observe any agreement, covenant or obligation arising under this Agreement (except those described in subsections (a) or (b) above), and such failure shall remain unremedied for thirty days after written notice thereof shall have been given to the Company by the Agent; or (ii) the Company shall fail to perform or observe any agreement, covenant or obligation arising under Section 5.01(a)(iii),

Section 5.01(e) (as to the Company’s existence), Section 5.02 or Section 5.03; or

(d)Default Under Other Agreements. The Company or any of its Material Subsidiaries shall (i) default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness in the principal amount of $200,000,000 or more and such default shall continue beyond any applicable grace period; or (ii) the Company or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness or any other event shall occur or condition exist, if the effect of such default, event or condition is to accelerate the maturity of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity of any such Indebtedness, unless, in each case, waived by such holder or holders, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment, and the principal amount of such Indebtedness exceeds $200,000,000; provided that this clause (ii) shall not apply to (A) any repurchase, prepayment, defeasance or redemption, or any

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Exhibit 10.03

offer therefor, of any Indebtedness of any Person acquired by the Company or any Subsidiary required to be made solely as a result of a “change of control” of such Person as a result of the consummation of such acquisition, (B) any mandatory prepayment of any bridge financing required to be made with the proceeds of any other Indebtedness incurred by the Company or any Subsidiary or the proceeds of any dispositions of assets or issuance of equity interests consummated by the Company or any Subsidiary, (C) any repurchase, repayment, defeasance or redemption, or any offer therefor, of any Indebtedness of the Company or any Subsidiary incurred to finance, in whole or in part, an Acquisition and any related transactions required to be made pursuant to a “special mandatory redemption” provision (or other similar provision) as a result of such Acquisition not having been consummated, (D) any secured Indebtedness becoming due as a result of the voluntary sale or transfer of the assets securing such Indebtedness, (E) any Indebtedness becoming due as a result of a voluntary refinancing thereof permitted hereunder, (F) in the event that a lender under any revolving loan facility becomes a “defaulting lender” (as defined therein), a prepayment or cash collateralization by the Company or such Material Subsidiary of any unreallocated portion of such defaulting lender’s outstanding swing line loans under any such revolving loan facility, and (G) for the avoidance of any doubt, any right of a holder or holders of any Indebtedness that is convertible into equity interests (1) to require the repurchase, repayment or redemption of such Indebtedness on a predetermined date provided in the definitive documentation governing such Indebtedness, (2) to require an offer to repurchase, repay or redeem such Indebtedness on such date or the delivery of a notice with respect thereto or (3) to convert such Indebtedness into equity interests, together with any cash settlement thereof, in each case under this clause (G), so long as such right (other than the right to convert such Indebtedness into equity interests of the Company, settled solely in such equity interests and cash in lieu of fractional shares thereof) does not result from any “change of control”, “fundamental change” or a similar event (however defined) under the definitive documentation governing such Indebtedness; or

(e)Bankruptcy, etc. (i) The Company or any Material Subsidiary shall commence a voluntary case concerning itself under the Bankruptcy Code; or (ii) an involuntary case is commenced against the Company or any Material Subsidiary and the petition is not controverted within thirty days or is not dismissed within sixty days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Company or any Material Subsidiary or the Company or any Material Subsidiary commences any other proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Material Subsidiary or there is commenced against the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of sixty days; or (iv) any order of relief or other order approving any such case or proceeding is entered; or (v) the Company or any Material Subsidiary is adjudicated insolvent or bankrupt; or (vi) the Company or any Material Subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of sixty days; or (vii) the Company or any Material Subsidiary makes a general assignment for the benefit of creditors; or (viii) the Company or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Company or any Material Subsidiary shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (x) any corporate action is taken by the Company or any Material Subsidiary for the purpose of effecting any of the foregoing; or

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Exhibit 10.03

(f)ERISA. The Company or any member of its ERISA Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $200,000,000 for which it shall have become liable under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Benefit Liabilities in excess of $200,000,000 shall be filed under Title

IV of ERISA by the Company or any member of its ERISA Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan or Plans having aggregate Unfunded Benefit Liabilities in excess of $200,000,000 or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregate Unfunded Benefit Liabilities in excess of $200,000,000 must be terminated; or there shall occur a complete or partial withdrawal from, or a default within the meaning of Section 4219(c)(5) of ERISA with respect to, one or more Multiemployer Plans which could cause the Company or one or more members of the ERISA Controlled Group to incur a current payment obligation in excess of $200,000,000 if not paid when due; or

(g)Judgments. One or more judgments or decrees in an aggregate amount of

$200,000,000 or more shall be entered by a court against the Company or any of its Subsidiaries and (i) any such judgments or decrees shall not be stayed, discharged, paid, bonded or vacated within sixty days or (ii) enforcement proceedings shall be commenced by any creditor on any such judgments or decrees; provided, however, that any such judgment or order shall not be an Event of Default under this Section 6.01(g) if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance, with deductible or self-insured retention consistent with industry practices, between the defendant and the insurer covering payment thereof and (ii) such insurer has been notified of, and has not rejected the claim made for payment of, the amount of such judgment or order; or

(h)Change in Control. At any time on or after the Effective Date a Change in Control shall have occurred;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by written notice to the Company, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by written notice to the Company, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

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Exhibit 10.03

ARTICLE VII

[RESERVED]

ARTICLE VIII

THE AGENT

SECTION 8.01 Appointment and Authority. Each of the Lenders hereby

irrevocably appoints Mizuho to act on its behalf as the Agent hereunder and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 8.02 Rights as a Lender. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03    Exculpatory Provisions.

(a)The Agent shall not have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise as directed in writing by the Required Lenders; provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to this Agreement or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a

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Exhibit 10.03

forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.

(b)The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.01 and Article VI), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent in writing by the Company or a Lender.

(c)The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

(d)The Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not

(i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or arising out of any assignment or participation of Advances, or disclosure of confidential information, to any Disqualified Institution.

SECTION 8.04 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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Exhibit 10.03

SECTION 8.05    Indemnification.

(a)Each Lender severally agrees to indemnify the Agent (to the extent not promptly reimbursed by the Company), from and against such Lender's Ratable Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the “Indemnified Costs”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Ratable Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Company. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party.

(b)The failure of any Lender to reimburse the Agent promptly upon demand for its Ratable Share of any amount required to be paid by the Lenders to the Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent for its Ratable Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Agent for such other Lender's Ratable Share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. The Agent agrees to return to the Lenders their respective Ratable Shares of any amounts paid under this Section

8.05 that are subsequently reimbursed by the Company.

SECTION 8.06 Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Commitments as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 8.07    Resignation of Agent.

(a)The Agent may at any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If

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Exhibit 10.03

no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Agent on behalf of the Lenders, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.

SECTION 8.08 Non-Reliance on Agent and Other Lenders.Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder. Each Lender represents and warrants that (i) this Agreement sets forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in

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Exhibit 10.03

making, acquiring or holding commercial loans or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

SECTION 8.09 Other Agents.Each Lender hereby acknowledges that no Arranger nor any other Lender designated as any “Agent” (other than the Agent) on the signature pages or the cover hereof has any obligation, responsibility or liability hereunder other than in its capacity as a Lender.

SECTION 8.10    Certain ERISA Matters.

(a)Each Lender(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of the Company, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets”(within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement,

(ii)the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager”(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Advances, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best

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Exhibit 10.03

knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of the Company, that the Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement or any documents related hereto).

As used in this Section:

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

SECTION 8.11    Erroneous Payment.

(a)If the Agent (x) notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Agent) received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Agent may, in its sole

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Exhibit 10.03

discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of (1) the Federal Funds Rate in the case of Advances and (2) a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender shall (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 8.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.

(c)Each Lender hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender under this Agreement, or otherwise payable or distributable by the Agent to such Lender under this Agreement with respect to any payment of principal, interest or other amounts, against any amount that the Agent has demanded to be returned under immediately preceding clause (a).

(d)(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion

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Exhibit 10.03

thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment ReturnDeficiency”), upon the Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Advances (but not its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Advances (but not Commitments), the “Erroneous Payment DeficiencyAssignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance)), and is hereby (together with the Company) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Advances to the Company or the Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Agent and the Company shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Agent will reflect in the Register its ownership interest in the Advances subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to Section 9.07 (but excluding, in all events, any assignment consent or approval requirements (whether from the Company or otherwise)), the Agent may, in its discretion, sell any Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Advances(or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Agent on or with respect to any such Advances acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Advances are then owned by the Agent) and (y) may, in the sole discretion of the Agent, be reduced by any amount specified by the Agent in writing to the applicable Lender from time to time.

(e)The parties hereto agree that (x) irrespective of whether the Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for

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Exhibit 10.03

any reason, the Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, to the rights and interests of such Lender) under this Agreement with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Company’s Obligations under this Agreement in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Advances that have been assigned to the Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Company; providedthat this Section

8.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Company relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Company for the purpose of making such Erroneous Payment.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g)Each party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under this Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision

of this Agreement or the Notes, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) contractually subordinate the Obligations hereunder to any other indebtedness or other obligation or (g) amend this Section 9.01; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required

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Exhibit 10.03

above to take such action, affect the rights or duties of the Agent under this Agreement or any Note, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended, nor amounts owed to such Defaulting Lender reduced, or the final maturity thereof extended, without the consent of such Defaulting Lender, and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; and (iii) if the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Note (including the schedules and exhibits thereto), then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

SECTION 9.02    Notices, Etc.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)if to the Company, to it at 200 South Wilcox Drive, Kingsport, Tennessee 37662, Attention of Treasurer (Facsimile No. 423-224-0165; Telephone No. 423-229-2000);

(ii)if to the Agent, to Mizuho Bank, Ltd. at Harborside Financial Center 1800 Plaza 10 Jersey City, NJ 07311, Attention of Hyunsook Hwang, with Email To: Lau_Agent@mizuhogroup.com, and copies to Irfan.Ramzan@mizuhogroup.comand James.Fazzari@mizuhogroup.com; and

(iii)if to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the

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Exhibit 10.03

foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

(i)The Company agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on DebtDomain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”). The Company acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Agent on the Platform, including the portion of the Platform that is designated for “public side” Lenders.

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Company’s or the Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that the Company provides to the Agent pursuant to this Agreement or the transactions contemplated therein which is distributed to the Agent any Lender by means of electronic communications pursuant to this Section, including through the Platform.

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Exhibit 10.03

SECTION 9.03 No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04    Costs and Expenses.

(a)The Company agrees to pay on demand all reasonable and documented out- of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (A) all reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable and documented fees and expenses of external counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement provided, however, that the expenses of legal counsel shall be limited to one law firm identified by the Agent (and if necessary, one local counsel identified by the Agent in any relevant material jurisdiction). The Company further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses of one primary counsel to the Agent and Lenders (and if necessary, one local counsel identified by the Agent and Lenders in any relevant material jurisdiction and in the case of an actual or perceived conflict of interest, one additional counsel to the affected parties that are similarly situated in each relevant jurisdiction)), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a).

(b)The Company agrees to indemnify and hold harmless the Agent and each Lender and each of their Related Parties (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket fees and expenses of one primary counsel to the Indemnified Parties, one specialty counsel to the Indemnified Parties in each relevant specialty, one local counsel to the Indemnified Parties in each relevant local jurisdiction and in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Parties that are similarly situated in each relevant jurisdiction) incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of any Material of Environmental Concern on any property of the Company or any of its Subsidiaries or any Environmental Claim or other liability relating to any Environmental Law relating in any way to the Company or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct or material breach

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Exhibit 10.03

in bad faith of its obligations under this Agreement or any other Loan Documents or (ii) any dispute solely among the Indemnified Parties (other than any claims against an Indemnified Party in its capacity as an agent or arranger or any similar role hereunder) and not directly resulting from any act or omission of the Company or any the Company’s subsidiaries or affiliates. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)If any payment of principal of, or Conversion of, any Term Rate Advance is made by the Company to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.09(d) or (e), 2.11 or 2.13, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Company pursuant to Section 9.07(a), the Company shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate as to the amount of such compensation, submitted to the Company and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(d)The Company also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender or any of their Related Parties, on any theory of liability, arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. None of the Agent, any Lender or any of their Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby except to the extent such damage is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent’s, Lender’s or Related Parties’ gross negligence or willful misconduct or material breach in bad faith of its obligations under this Agreement or any other Loan Documents.

(e)Without prejudice to the survival of any other agreement of the Company hereunder, the agreements and obligations of the Company contained in Sections 2.12, 2.15 and

9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

SECTION 9.05    Right of Set-off.    Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the

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Exhibit 10.03

consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

SECTION 9.06 Binding Effect. This Agreement shall become effective when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and upon satisfaction of the conditions precedent set forth in Section 3.01 and thereafter shall be binding upon and inure to the benefit of the Company, the Agent and each Lender and their respective successors and assigns, except that the Company shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders (and any other attempted assignment or transfer by the Company shall be null and void).

SECTION 9.07    Assignments and Participations.

(a)Successors and Assigns Generally. No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it); provided that (in each case with respect to any Commitment) any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Advances at the time owing to it (in each case with respect to any Commitment) or contemporaneous assignments

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Exhibit 10.03

to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “TradeDate” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000 and an integral multiple of $1,000,000 in excess thereof unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Advance or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities on a non-pro rata basis.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A)the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof; and

(B)the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Commitments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.

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Exhibit 10.03

(v)No Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the Company’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof.

(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

(vii)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the Company and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances in accordance with its Ratable Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.13 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c)Register. The Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of (and shall record in such register)

71

Exhibit 10.03

the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Company, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Company or the Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Company, the Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.05 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section

9.01 that affects such Participant. The Company agrees that each Participant shall be entitled to the benefits of Sections 2.12 and 2.15 (subject to the requirements and limitations therein, including the requirements under Section 2.15(g) (it being understood that the documentation required under Section 2.15(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation.

Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.22 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.16 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances or other obligations hereunder (the “Participant Register”); provided that no Lender shall have any obligation to

72

Exhibit 10.03

disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(e)Disqualified Institutions.

(i)No assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment as otherwise contemplated by this Section 9.07, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (A) such assignee shall not retroactively be disqualified from becoming a Lender or participant, and (B) the execution by the Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this Section 9.07(e)(i) shall not be void, but the other provisions of this Section9.07(e) shall apply.

(ii)If any assignment is made to any Disqualified Institution without the Company’s prior consent in violation of Section 9.07(e)(i), or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Company may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Agent,

(A) terminate any Commitment of such Disqualified Institution and repay all obligations of the Company owing to such Disqualified Institution in connection with such Commitment, and/or (B) require such Disqualified Institution to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 9.07), all of its interest, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount thereof, and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest and all other amounts (other than principal amounts) payable to it hereunder; provided that (1) the Company shall have paid to the Agent the assignment fee (if any) specified in Section 9.07(b), and (2) such assignment does not conflict with Applicable Laws.

73

Exhibit 10.03

(iii)Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Company, the Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Agent or the Lenders, and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan ofReorganization”), each Disqualified Institution party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv)The Agent shall have the right, and the Company hereby expressly authorizes the Agent, to (A) post the list of Disqualified Institutions provided by the Company and any updates thereto from time to time (collectively, the “DQ List”) on the Platform, including that portion of the Platform that is designated for public lenders, and

(B) provide the DQ List to each Lender requesting the same.

(f)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority having jurisdiction over such lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.08 Confidentiality. Each of the Agent and the Lenders agree to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed on a confidential basis (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self- regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject

74

Exhibit 10.03

to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder and credit insurers; (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (h) with the consent of the Company; or (i) to the extent such Confidential Information (x) becomes available to the Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (y) becomes publicly available other than as a result of a breach of confidentiality obligations known to the Agent or such Lender. In addition, the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agent or any Lender in connection with the administration of this Agreement and the Commitments.

For purposes of this Section, “Confidential Information” means all information received from the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information.

Each of the Agent and the Lenders acknowledges that (a) the Confidential Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information, and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

SECTION 9.09    [Reserved].

SECTION 9.10 Governing Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

SECTION 9.11    Counterparts; Integration; Effectiveness; Electronic Execution.

(a)Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

75

Exhibit 10.03

Except as provided in Section 3.01, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)Electronic Execution of Documents. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.12    [Reserved]. SECTION 9.13    Jurisdiction, Etc.

(a)Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any Note or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any Note shall affect any right that the Agent or any Lender or may otherwise have to bring any action or proceeding relating to this Agreement or any Note against the Company or its properties in the courts of any jurisdiction. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

(b)Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably

76

Exhibit 10.03

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 9.14    [Reserved].

SECTION 9.15    [Reserved].

SECTION 9.16    [Reserved].

SECTION 9.17 Patriot Act. Each Lender hereby notifies the Company and each other obligor with respect to the Obligations or grantor of assets to secure the Obligations (each a “Loan Party”) that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107- 56 (signed into law October 26, 2001) (the “Act”)), that it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Act.

SECTION 9.18 No Fiduciary Duties. The Company agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Company and its Affiliates, on the one hand, and the Agent, the Arrangers, the Lenders and their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agent, the Lenders and or respective Affiliates and no such duty will be deemed to have arisen in connection with any such transactions or communications.

SECTION 9.19 Waiver of Jury Trial. Each of the Company, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

SECTION 9.20 Acknowledgement and Consent to Bail-In of Affected FinancialInstitutions. Notwithstanding anything to the contrary herein or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising hereunder to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if

applicable:

(i)a reduction in full or in part or cancellation of any such liability;

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Exhibit 10.03

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION 9.21    Acknowledgement Regarding Any Supported QFCs.

(a)To the extent that any Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States):

(b)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Agreement were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(c)As used in this Section 9.21, the following terms have the meanings specified below:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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Exhibit 10.03

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Signature Page Follows]

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Exhibit 10.03

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

EASTMAN CHEMICAL COMPANY

By:         
Name:
Title:

[Eastman Chemical Credit Agreement - Signature Page]

Exhibit 10.03

MIZUHO BANK, LTD.,

as Agent

By:     Name:

Title:    

Initial Lenders

MIZUHO BANK, LTD.

By:     Name:

Title:    

BANKOF AMERICA, N.A.

By:     Name:

Title:

BNP PARIBAS

By:     Name:

Title:

THE BANK OF NOVA SCOTIA

By:     Name:

Title:

[Eastman Chemical Credit Agreement – Signature Page]

Exhibit 10.03

MIZUHO BANK, LTD.,

as Agent

By:

Name:

Title:

Initial LendersMIZUHO BANK, LTD.

By:

Name:

Title:

BANK OF AMERICA, N.A.

By:

Name:    

Title:

BNP PARIBAS

By:

Name:

Title:

THE BANK OF NOVA SCOTIA

By: Name:

Title:

[Eastman Chemical Credit Agreement - Signature Page]

Exhibit 10.03

BNP PARIBAS

By:

Name:

Title:

THE    BANK    OF    NOVA    SCOTIA, HOUSTON BRANCH

By: Name:

Title:

[Eastman Chemical Credit Agreement – Signature Page]

Classification : Internal

EX-10.04

Exhibit 10.04

CONTRACT OF UNCOMMITTED NON-RECOURSE REVOLVING PURCHASE OF RECEIVABLES (TRADE ACCOUNT RECEIVABLE PURCHASE AGREEMENT)

Between:

(1)BNP PARIBAS FORTIS FACTOR N.V.

Having its registered offices at Steenweg op Tielen 51, 2300 Turnhout, Belgium

Registered under the company number 0414.392.710

hereinafter referred to as the "Purchaser'';

and

(2)TAMINCO US LLC

Having its registered offices at 200 South Wilcox Drive, Kingsport, TN 37660, United States of America

Hereinafter referred to as the "Seller'';

The Purchaser and the Seller are hereinafter individually referred to as a "Party", or jointly as the "Parties".

Whereas

i.The Parties have concluded a non-recourse accounts receivable purchase agreement dated December 21th 2012, as amended from time to time by certain endorsements and amendments thereto (the "Existing Agreement").

i.The Parties now have decided to continue their relationship in accordance with the terms and conditions agreed upon between them in this contract of uncommitted non-recourse revolving purchase of receivables (trade account receivable purchase agreement) (the "Agreement"), contemporaneously provide for the payment by Seller to Purchaser of an amount sufficient to cover Purchaser's investment in the receivables purchased prior to the Effective Date (the "Outstanding Receivables Amount"), and to contemporaneously terminate the Existing Agreement. Settlement for the Outstanding Receivables Amount will be paid to Purchaser's Settlement Account/(s).

i.The Purchaser has concluded similar individual uncommitted non-recourse purchase agreements on September 121h 2019 with the companies Taminco BVBA (the "Tamlnco BE Agreement") and Taminco Finland Oy (the "Tamlnco Finland Agreement").

Following agreement has been reached:

1.Definitions

Affiliate

Affiliate means in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company.

Business Day shall be construed as a reference to a day (other than a Saturday or Sunday) on which banks are generally open for business in Belgium.

Collection

All payments received regarding purchased Eligible Receivables.

Credit Insurance Policy

Credit Insurance Policy means the credit insurance policy concluded by or on behalf of the Seller with the Credit Insurer whereby: (i) the Seller is to be considered as a (co-) insured party under the Credit

Exhibit 10.04

Insurance Policy; and (ii) a copy thereof is provided by the Seller to the Purchaser. The Parties acknowledge and agree that Purchaser will continue to use commercially reasonable efforts to self-insure for this credit insurance or provide the same through an affiliate where the cost thereof is materially less than that of a third party insurer.

Credit Insurer

Credit Insurer means Coface.....and Delcredere....

Current Account

The Purchaser will maintain a Current Account reflecting Seller's financial position with regard to the purchased Eligible Receivables and the respective purchase price paid by the Purchaser thereto as reflected in the books of the Purchaser. Although the Purchaser will maintain separate sub-accounts, all such accounts established in the books of the Purchaser are to be considered as part of one indivisible account subject to the Maximum Program Amount.

Effective Date

Effective Date means October 1st 2019, which is the date that this Agreement shall come into effect.

Eligible Currency

Eligible Currency means: GBP and USD.

Eligible Debtor

Eligible Debtor means all debtors of the Seller:

i.for which insolvency risk coverage is provided in accordance with the Credit Insurance Policy (only for debtors established in non-European and non-north American countries);

ii.for which a credit limit is granted by the Purchaser (only for debtors established in European and north- American countries);

iii.which are not a private person;

iv.which are not to be considered as an intercompany entity within the group lo which Seller belongs;

v.which have payment terms of no more than 150 days;

vi.for which no accounts receivable due to Seller are being collected through legal collection;

vii.which are incorporated in one of the countries as listed in enclosure 1 to this Agreement.

viii.which are approved by the Purchaser.

Eligible Receivables

Eligible Receivables means receivables on the Eligible Debtor generated by the Seller which:

i.result from the supply of goods and/or services to an Eligible Debtor in the normal course of Seller's business; and

ii.are expressed in an Eligible Currency; and

iii.are free from any disputes and are not subject to any set-off or counterclaim; and

iv.are not due or overdue for more than 90 days; and

v.entirely fall within the credit limits as granted by the Credit Insurance Policy (only for debtors established in non-European and non-north American countries) or the Purchaser (only for debtors established in European and north-American countries); and

vi.arise from sales to Eligible Debtors on or after the Effective Date.

EURIBOR

EURIBOR means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters base (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time lo time in place of Thomson Reuters.

Exhibit 10.04

Maximum Program Amount

The Maximum Program Amount shall not exceed EURO 150.000.000 (one hundred and fifty million EURO) or its equivalent value in an Eligible Currency, although ii is expressly agreed that this Maximum Program Size is to be considered as one global Maximum Program Amount for the Seller under this Agreement and the Taminco BE Agreement and the Taminco Finland Agreement combined.

Outstanding Receivables

Outstanding Receivables means the receivables purchased by Purchaser under the Existing Agreement, the Taminco BE Agreement or the Taminco Finland Agreement prior to the Effective Date of this Agreement as to which payment by the account obligor is not yet due and payable (for reasons other than an insolvency event). Outstanding Receivables are not Eligible Receivables under this Agreement. Upon receipt by Purchaser of the Outstanding Receivables Amount, Purchaser shall have no rights, title or beneficial interests in or to the Outstanding Receivables or proceeds therefrom.

Purchase Date

Purchase Date means the date on which Eligible Receivables are purchased by the Purchaser in accordance with this Agreement and purchase price is paid to the Seller.

Purchaser's Settlement Account/(s)

Payment by Seller to Purchaser shall be made to the account of the Purchaser per the following instructions:

BANK: BNP Paribas Fortis N.V.

SWIFT: GEBABEBB.

IBAN: BE72 2100 0581 6416

NOTICE: "refund + name Taminco entity"

Relevant Nominating Body

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Replacement Benchmark

Replacement Benchmark means a benchmark rate which is:

(a) formally designated, nominated or recommended as the replacement for a Base Rate by:

(i) the administrator of that Base Rate (provided that the market or economic reality that such     benchmark rate measures is the same as that measured by that Base Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, al the relevant lime, been formally designated, nominated or recommended under both paragraphs, the Replacement Benchmark will be the replacement under paragraph (ii) above;

(b) in the opinion of the Parties, generally accepted in the international or any relevant domestic loan markets as the appropriate successor to a Base Rate; or

(c) in the opinion of the Parties, an appropriate successor to a Base Rate.

Base Rate

Base Rate means:

(i) in relation to any Eligible Receivable denominated in GBP or USD - the Purchaser’s cost of funds;

Exhibit 10.04

Base Rate Replacement Event

Base Rate Replacement Event means, in relation to a Base Rate:

(a) the methodology, formula or other means of determining that Base Rate has, in the opinion of                      the Parties materially changed;

(b)

(i)

(A) the administrator of that Base Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Base Rate is insolvent,

provided that, in each case, al that time, there is no successor administrator to continue to provide that Base Rate;

(ii) the administrator of that Base Rate publicly announces that it has ceased or will cease, to provide that Base Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Base Rate;

(iii) the supervisor of the administrator of that Base Rate publicly announces that such Base Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Base Rate or its supervisor announces that that Base Rate may no longer be used.

2. Seller's Data

Data based on Eligible Debtors and Eligible Accounts Receivable

Turnover

Average Invoice Amount

Number of debtors

3. Subject Matter

3.1. The Seller hereby sells to the Purchaser all Eligible Receivables on the Eligible Debtors in accordance with the provisions of article 1689 and following of the Belgian Civil Code so that such Eligible Receivables purchased hereunder vest in the Purchaser absolutely. The Purchaser may at any time assign, transfer or participate any of its rights in such Eligible Receivables.

3.2. The Purchaser hereby agrees to accept such transfer and assignment subject to the terms and conditions of this Agreement.

3.3. The Parties agree that as of the Effective Date their respective systems and processes are configured such that each Party can promptly, readily and accurately identify receivables purchased and sold hereunder al the invoice level.

3.4. After the supply of goods to the Eligible Debtors, the Seller will send the original invoice to such respective Eligible Debtor and, upon first written demand of the Purchaser, one copy thereof to the Purchaser.

3.5. Each Seller hereby engages itself to transfer its invoice listings, debtor's data, approved credit lines and overviews of outstanding assigned Eligible Receivables (the "Ledger") electronically to the

Exhibit 10.04

Purchaser thereby using the Webservice made available to the Seller by the Purchaser for the purpose of this Agreement.

3.6. The Parties agree that such invoices shall bear not an assignment notice.

3.7. For the avoidance of doubt, only the entire receivable under an individual invoice is sold and purchased hereunder, and under no circumstances shall a partial interest in a receivable under an individual invoice be sold or purchased hereunder.

3.8. In the event a Seller reconciles a receivable matter with a credit memo, such credit memo shall be treated as an invoice hereunder. Credit memos issued on or after the Effective date are considered eligible credit memos under this agreement.

3.9. The Outstanding Receivables shall be deemed beneficially owned by the applicable Seller upon receipt of the Outstanding Receivables Amount by the applicable Purchaser, and any and all rights title, interests or collections with regard to the Outstanding Receivables shall belong to the applicable Seller without any additional fee or discount thereon.

4. Discount

4.1. The "Discount" to which the Purchaser is entitled amounts to O.Q2 % of all accounts receivable transferred to the Purchaser in accordance with the terms and conditions of this Agreement and is reflected in the Purchase Discount Fee as defined in article 6.2. of this Agreement.

4.2. Additional Discount

4.2.1. In addition, in exchange for the Purchaser assuming the risk of loss with respect to the accounts receivable transferred to the Purchaser by the Seller in accordance with this Agreement, the Purchaser shall be entitled to an additional discount (the "Additional Discount"), amounting to 0.06% of the accounts receivable assigned to the Purchaser for which the insolvency risk coverage is governed by the terms and conditions of this Agreement, in particular as stipulated in article 7.1. The Additional Discount is reflected in the Purchase Discount Fee as defined in article 6.2. of this Agreement.

For the avoidance of doubt, the Parties hereby agree that the total of the Discount and the Additional Discount to which the Purchaser is entitled for such accounts receivable shall amount to 0.08%.

4.2.2. For the avoidance of doubt, the Parties hereby agree that the discount to which the Purchaser is entitled with regard to the accounts receivable assigned to the Purchaser for which the insolvency risk coverage is governed by the terms and conditions of the Credit Insurance Policy, defined in article 7.2 to this Agreement, shall amount lo the Discount stipulated above in Section 4.1.

4.3. Market Disruption Clause

4.3.1. The Parties acknowledge that the Purchaser may be forced, by external (cost-related) developments to increase the Additional Discount, as set forth in article 4.2. However, the Purchaser shall not be permitted to increase the Additional Discount more than once per factoring year.

The Purchaser shall inform the Seller of such a decision immediately by registered mail thereby documenting the developments that led to the Purchaser’s decision. During a period of 90 days after receipt of such letter, the Parties, both acting in good faith, will conduct mutual negotiations with regard to the Purchaser’s decision. During the same period of 90 days after receipt of such letter, the Seller has the right to terminate this Agreement by informing the Purchaser by registered mail, thereby providing the Purchaser with a notice period of 90 days during which this Agreement shall remain in force and effect. In the event the Seller does not provide the Purchaser with such registered letter as stipulated in this article, the changes made by the Purchaser shall be deemed accepted by the Seller.

4.3.2. The Parties hereby agree that the Purchaser has the right to increase the margin, as reflected by "M" in the Discount Fee stipulated in article 6.2., in accordance with the provisions of this article.

Exhibit 10.04

Notwithstanding the foregoing (i) no such increase shall modify the purchase price with respect to accounts receivable that have been sold prior lo the effective dale of such increase, and (ii) all changes in liquidity premium possibly lo be charged by the Purchaser onwards to the Seller as referenced in this article, shall be communicated by the Purchaser during the month before the month in which such changes would come into effect.

The Parties hereby agree that, the liquidity premium charged to the Purchaser, shall be charged onwards by the Purchaser to the Seller. However, the Parties hereby agree that Purchaser shall only be entitled to charge such liquidity premium to the Seller as from the moment such liquidity premium charged to the Purchaser is equal or higher than 0.25%. In such event, the liquidity premium charged by the Purchaser to the Seller shall be equal to the difference between said 0.25% threshold and the liquidity premium actually charged to the Purchaser.

However, the Parties hereby agree that, in the event the liquidity premium charged to the Purchaser would, at any time, become higher than 0.75%, and as a result thereof the liquidity premium charged onwards to the Seller by the Purchaser would become higher than 0.50%, the Purchaser will inform the Seller of such a situation by registered letter. During a period of 90 days after receipt of such letter, the Parties, both acting in good faith, will conduct mutual negotiations with regard to this situation. During the same period of 90 days after receipt of such letter, the Seller has the right to terminate this Agreement by informing the Purchaser thereof by registered mail thereby providing the Purchaser with a notice period of 90 days during which this Agreement shall remain in force. In the event the Seller does not provide the Purchaser with such registered letter as stipulated in this article, the changes made by the Purchaser shall be deemed accepted by the Seller.

4.4. Servicing of Purchased Receivables

4.4.1. The Parties agree that the purchase price for the accounts receivable reflects a market rate fee to the Seller for continued servicing of the accounts receivable by Seller or its affiliate. If, at any time during the term of this Agreement, the Purchaser takes over the dunning from the Seller, an amount of 5 EUR per booked invoice or credit note will be charged to the Seller.

4.4.2. The Parties agree that each Seller may perform the servicing of accounts receivable hereunder through Eastman Chemical Company or one or more wholly-owned affiliates of Eastman Chemical Company.

4.4.3. The Parties agree that, as of January 1st 2021 (or such earlier date as the Parties may mutually agree) bank account(s) used for servicing hereunder may be owned and controlled by Seller or the Seller affiliate primarily handling such servicing, and Seller or the servicer may change such account from time to time with notice to Purchaser. Purchaser shall be entitled to require a deposit account control agreement (DACA) or similar agreement to be executed between the entity owning the servicing account and the Purchaser.

4.5. The Purchaser shall be entitled to an audit fee amounting to 750 EUR per year and the whereby Parties hereby agree that the Purchaser shall be entitled to perform such audit of the procedures of the Sellers with a frequency of 2 audits per year.

5. Minimum Factor Discount

The Parties acknowledge that a minimum volume of receivable purchase and sale transactions per year is commercially necessary to warrant continued administration of this program by the Parties. Although this program is an uncommitted facility, for each of calculation the Parties agree to measure the minimum volume of transactions by measuring the minimum factor discount charged by Purchaser over the course of a year under the program. The minimum factor discount (which shall equal the sum of the Discount and the Additional Discount) will not be lower than 100.000 EUR per year and shall be considered as a minimum factor discount calculated jointly for this Agreement and the Taminco BE Agreement and the Taminco Finland Agreement together. This minimum factor discount is calculated from the start of every factoring year and is due for payment at the end of every factoring-year, factoring-year meaning every period of 12 months from the Effective Date as defined in this Agreement. The amount payable with respect to the minimum factor discount will be the difference between 100.000 EUR and the sum of the Discounts and the Additional Discounts for all accounts receivable sold during the applicable factoring year. In the event either Party reasonably determines that the volume of receivable purchase transactions

Exhibit 10.04

hereunder is unlikely to achieve the minimum factor discount for the year, either Party may give notice to terminate the program within ninety (90) days of the notice. In the event of a termination by either Party on account of low volume of receivables purchase activity, the minimum factor discount shall be prorated accordingly. The Parties mutually understand and agree that this minimum volume target will be equitably reduced for the first year since the Outstanding Receivables will not be considered Eligible Receivables after payment of the Outstanding Receivables Amount.

6. Purchase

6.1. The Parties hereby agree that, on a Seller's request, the Purchaser, thereby debiting the Seller's sub account within the Current Account, will pay the purchase price of the Eligible Receivables (incl. VAT) sold to it in accordance with article 3.1 of this Agreement in accordance with the discount formula as agreed upon in article 6.2 within: (i) the limits of the available room under the Maximum Program Amount: and (ii) the credit limits on the Eligible Debtor as issued by the Purchaser or the Credit Insurer: (iii) insofar as an Eligible Receivable entirely falls within this credit limit. The Parties hereby agree that such payment shall be made by the Purchaser on the bank accounts of the relevant Seller as indicated by that Seller whereby the sale of the respective Eligible Receivable shall become effective as from the moment the Purchaser has paid to the Seller the respective purchase price thereof. The purchase price shall be paid to the relevant Seller on the Purchase Date.

6.2. Purchase Price for the Sold Accounts Receivable - Discount Fee

The purchase price is calculated based on the formula set forth below:

Purchase Price= Corrected Face Value Receivable *(1-(B+M)*(DSO+N)/360)- (Face Value Recievable)* D)

Whereby:

Corrected Face Value Receivable =

100% of the face value of the Sold Account Receivable

B = the base rate being:

Purchaser's cost of funds in the event, at Seller's option, the Purchase Price is paid in USD or GBP

M = the margin amounting to 0.5%

DSO = weighted average days sales outstanding on an annual basis which shall be calculated and revised by the Purchaser on a quarterly basis.

N = additional days to be added to the DSO, which amount to 5 for the Seller

D = the Discount plus the Additional Discount

Face Value Receivable = 100% of the face value of the Sold Account Receivable (incl. VAT}

The Parties hereby agree that, in the event any base rate as stipulated in this Agreement would, at any time be or become lower than zero, the base rate charged by the Purchaser to the Seller shall continue to track the base rate and thus become less than zero.

6.3. In the event, in the Purchaser's reasonable opinion, the portfolio of assigned Eligible Receivables in relation to a Seller does not provide the Purchaser with sufficient comfort with regard to the payment of the Purchase Price paid, the Purchaser has the right to suspend the program in relation to that Seller by informing the relevant Seller thereof by registered letter, whereupon the Purchaser shall not be obliged to

Exhibit 10.04

purchase any future Eligible Receivables from that Seller. Any exercise by the Purchaser of its discretion under this clause shall in no way affect the Parties obligations in relation to Eligible Receivables purchased by the Purchaser prior to the date of the notice served in accordance with this clause.

6.4. The Parties agree that, in order for a transferred account receivable to be eligible for purchase under this Agreement, the debtor with regard to such account receivable may not represent a concentration of more than 15% of the amount of the approved outstanding accounts receivable on all debtors assigned to the Purchaser (excluding any Outstanding Receivables in all instances), with exception of:

BASF: 30% DOW:30%

Cerexagri: 30%

Goldschmidt: 30%

6.5. The Parties hereby agree that the aggregate amount of accounts receivable on all debtors located in the following list of countries may not represent more than 10% of the total amount outstanding (excluding any Outstanding Receivables in all instances}. In the event this 10% threshold is exceeded, the respective accounts receivable will no longer be eligible for purchase:

Algeria

Argentina

Dominican Republic

Ecuador

Egypt

Guatemala

Indonesia

Macedonia

Pakistan

Sri Lanka

United Arab Emirates

Uruguay

Vietnam

6.6. The Parties agree that confirmed letters of credit shall not constitute accounts receivable hereunder and that therefore accounts receivable secured by confirmed letters of credit shall not be sold, nor purchased under this Agreement.

6.7. The Parties agree that the Seller may provide credit rebates on outstanding accounts receivable in the ordinary course of its business and consistent with customary practice through use of credit memos (which credit memos shall be treated as invoices hereunder), and the final payments with respect to any such diluted receivables will be reduced by the amount of such dilution; provided, however, that any write off or compromise of an account receivable as a result of the insolvency or credit status of the debtor shall not constitute dilution hereunder. In the event the dilution in the debtor portfolio (dilution being amounts not paid by the respective debtor to the Factor due to credit notes, disputes, payments made on the bank account of the Seller) should exceed the 3% dilution level, the percentage of the purchase price with regard to Sold Accounts Receivable, shall be decreased by the percentage exceeding said 3% limit.

7. Insolvency Risk Coverage

7.1. European and North American Countries

Up to the amount of the credit limit as provided by the Purchaser, the Purchaser will assume the insolvency and non-payment risk on the Eligible Debtors as from the moment the goods related to a certain Eligible Receivable have been dispatched by the Seller for delivery to the Eligible Debtor and subject to the conditions that:

Exhibit 10.04

•the Purchaser receives a copy of the respective invoice and all credit notes related thereto on first request; and

•the relevant invoice was sent to the Eligible Debtor within a period of one month after the delivery of the goods; and

•the delivery and related invoicing was performed after the Effective Date of this Agreement and before the termination hereof; and

•the delivery of the goods to the Eligible Debtor was performed (i) before bankruptcy of the Eligible Debtor, and (ii) before the Eligible Debtor is failing to pay Seller's outstanding invoices within a period of 90 days after their respective due dates.

In any event the following situations of non-payment by an Eligible Debtor are excluded from any risk coverage by the Purchaser:

•non-payment resulting from the supply of goods before granting or after withdrawal of the credit limit;

•non-payment caused by natural forces, war, civil war or revolution;

•damages resulting from accounts receivable for which the necessary permits, customs documents or import and/or export documents are missing;

•non-payment as a result of a dispute on the delivery;

7.2. Non-European and Non-North American Countries

(i) The Purchaser shall bear the insolvency risk of debtors located in non-European and non-North American countries in accordance with terms and conditions of the Credit Insurance Policies concluded by the Seller.

(ii) The Parties hereby acknowledge and agree that, any payment made by the Credit Insurer up to the insured percentage of an Eligible Receivable, under the Credit Insurance Policy shall be paid to the Purchaser.

(iii) In the event the credit insurer, being either Coface or Delcredere, refuses to make a payment under guarantee because the Seller did not fulfil all conditions of the Credit Insurance Policy, as applicable, the Purchaser will also not be held to make any payment under guarantee towards the Seller.

8. Collection of Eligible Receivables

8.1. The Parties hereby agree that the Seller will perform the collection of the purchased Eligible Receivables (the "Dunning Mandate") and that all payments made by the Eligible Debtors with regard to assigned Eligible Receivables shall be made on the bank accounts of the Purchaser. In the event the Debtors do not specify which invoice(s) any such payment represents, such payment(s) will be applied to invoices in order of earliest invoice date.

The Parties agree that this Dunning Mandate can only be terminated if a covenant stipulated in section 9 (Covenants) is breached or at the request of the Seller. If requested, the Purchaser may request transfer of the Dunning Mandate for accounts receivable that are transferred.

For non-European and non-North American countries, the Seller hereby agrees and warrants to act diligently in handling claims as stipulated in the policy of the Credit Insurer.

9. Covenants

Consolidated Solvency on group level of the Eastman Chemical Company, calculated as:

Equity/ Total Assets not adjusted with goodwill and intangible assets

Exhibit 10.04

Whereby the solvency must remain above:

20% in order to maintain the confidential character of this Agreement; otherwise, the Purchaser may notify the Seller's debtors of the existence of this Agreement; and

16% in order to maintain the Dunning Mandate as granted by the Purchaser to the Seller; otherwise the Purchaser has the right to take over the collection of the purchased Eligible Accounts Receivable.

10. Obligations of the Seller

10.1. The Seller hereby guarantees and warrants in relation to Eligible Receivables which are offered for purchase by it only:

(i) to be the sole and legal owner of the Eligible Receivables and that such Receivables are free from any lien, claim, dispute or charge, are transferable and uncollateralized , subject to, in some cases, extended retention of title clauses in favor of the Seller's suppliers. In case any Eligible Receivable is subject to extended retention of title clauses in favor of the respective supplier, the Seller guarantees and warrants that it is entitled pursuant to such extended retention of title clause to sell and transfer such Eligible Receivable to the Purchaser in accordance with this Agreement and that, in particular, the purchase price for the respective Eligible Receivable is sufficient to pay any outstanding amount to the relevant supplier; and

(ii) to keep the books and to monitor the purchased Eligible Receivables, whereby the Seller will also manage all documentation with regard to the existence or proof of existence of the Eligible Receivables. Each Seller hereby agrees to permit the Purchaser with reasonable access, with prior notice to the Seller, to review records of Seller in order to verify the existence of the Eligible Receivables and the related documents; and

(iii) to provide the Purchaser with annual financial reports on entity level. The Purchaser has the right to request interim financial information at any time. Neglecting to submit the requested financial figures or submitting false or incomplete figures while this agreement is in force, can suspend the payment of the purchase price and/or cause the immediate termination of this agreement.

11. Term and Termination

11.1. This Agreement concluded between the Parties shall come into effect on the Effective Date for an initial period running up and until December 31st 2020. Afterwards, unless terminated by either Party hereto in taking into account a notice period of 3 months, this Agreement shall be automatically and tacitly renewed for subsequent renewal periods of 1 year.

11.2. This Agreement shall:

(i) terminate automatically in the event the Purchaser has been declared bankrupt under the respective applicable national insolvency regulations; or

(ii) terminate automatically in the event that the Seller has been declared bankrupt under the respective applicable national insolvency regulations.

11.3. The Purchaser has the right to terminate this agreement unilaterally and immediately in the event:

(i) the Seller has violated any of the conditions stipulated in this agreement; or

Exhibit 10.04

(ii) there is a seizure on all or substantially all of the Seller's assets or on all or substantially all of the Seller's accounts in favour of one of his creditors; or

(iii) the controlling participation of the Seller has thus been changed that the effective control of the Seller is transferred to others; or

(iv) the equity of the company has been reduced by 4/5 because of losses or personal loans given by the company to the shareholders, managers or persons acting on their behalf; or

(v) a primary bank for a Seller has suspended or cancelled its loans to Seller based on the financial position of the Seller and such loans have not been replaced; or

(vi) the Seller is the subject of a merger, acquisition, division or similar events; or

(vii) the Seller does not possess the necessary licenses or authorizations required by applicable law to operate.

12. Other Conditions

12.1. The Seller will fully refund the Assigned Receivables to the Purchaser which become disputed after the assignment or for which the (internal) policy of the Purchaser provides restrictions or any prohibition to purchase, of which the Seller was informed accordingly.

13. Deviations

Any amendment to or variation in the terms of this Agreement shall only be effective if made in writing and signed by the Parties.

14. Severability and Entire Agreement

14.1. The nullity or non-coercive force of law of one or more of the provision of this Agreement. shall not have any influence on the validity or the coercive force of law of this Agreement in whole or in part and Parties hereby agree to continue this Agreement and making such changes hereto, both acting reasonable and in good faith, in order that the nullity or non-coercive force of law is mitigated.

14.2 This Agreement and the documents referred to or incorporated in it constitute the entire agreement between the Parties relating to the subject matter of this agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the Parties in relation to the subject matter of this agreement.

15. Applicable Law and Jurisdiction

15.1. This Agreement (and any dispute or claim relating to it or its subject matter including non-contractual claims) is governed by and is to be construed in accordance with Belgian law.

15.2.    The Parties irrevocably agree that the courts of Brussels shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

16. Reps and Warranties

Exhibit 10.04

16.1 Representations

Anti-bribery, anti-corruption and anti-money laundering

Neither Seller nor any of its subsidiaries, directors or officers, or, to the best knowledge of Seller, any affiliate, agent or employee of it, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction pertaining to Seller or an Assigned Receivable and Seller has instituted and maintains policies and procedures designated to prevent violation of such laws, regulations and rules.

Financial Sanctions Representations

Neither Seller nor any of its subsidiaries, directors or officers, or, to the best knowledge of Seller, any affiliate, agent or employee of it, is currently the target of any Sanctions. Seller covenants and agrees that it will not directly or indirectly use the proceeds of the Agreement or lend, contribute or otherwise make available such proceeds to any subsidiary, sister company, joint venture partner or other person or entity, for the purpose of financing the activities of any person or entity, or in any country or territory that, at the time of such funding or facilitation, is the target of any Sanctions or owned or controlled by a person subject to any Sanctions.

16.2.Covenant

None of Seller will, directly or indirectly, use the proceeds of Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Agreement, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise).

For the purpose of the above representation:

"Sanctions" means any economic or trade sanctions (not including tariffs or duties), laws, regulations, or restrictive measures (including, for the avoidance of doubt, any sanctions or measures relating to any particular embargo, asset freezing) enacted, administered, imposed or enforced by the United States of America, including OFAC Regulations, the United Nations and/or the European Union and/or the French Republic, and/or Her Majesty's Treasury or other relevant authority.

"OFAC Regulations" means the rules and regulations enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC).

17. Guarantee

The Seller is hereby informed that BNP Paribas Fortis NV has jointly and severally guaranteed Purchaser's commitments resulting from its activities exercised under the freedom to provide services in another member state of the European Economic Area (article 41 of the Law of March 22nd 1993 on the Legal Status and Supervision of Credit Institutions), and that the Seller would be entitled, if appropriate, to claim certain rights under said guarantee.

18. Taxation

18.1. Tax gross-up

The Seller shall make all payments hereunder without any deduction for tax unless such deduction is required by law. If the Seller is required by any law or regulation to make any deduction or withholding on account of any taxes which arise as a consequence of the execution of this Agreement. any assignment made hereunder and/or any payment due under this Agreement or an assignment made hereunder, then:

(i) the Seller shall notify the Purchaser as soon as they become aware of such requirement;

Exhibit 10.04

(ii) the Seller shall remit promptly the amount of such taxes to the appropriate authority, and in any event prior to the date on which penalties attach thereto;

(iii) if a tax deduction is required by law to be made by the Seller in respect of any payment due hereunder, any such payment shall be increased by the Seller by such amount as may be necessary to ensure that the Purchaser receives a net amount, which after deducting or withholding such taxes, is equal to the full amount which the Purchaser would have received had such payment not been subject to such taxes;

(iv) if the Purchaser is entitled to a tax credit for a tax deduction made by the Seller, the Purchaser shall remit to the Seller an amount equal to the credit. On a yearly basis, the Purchaser shall provide the Seller with supporting documentation in the form of tax returns or tax assessment notices that evidence the credit position;

(v) the Seller shall indemnify the Purchaser against any liability of the Purchaser in respect of such taxes; and

(vi) If a lax deduction is required, the Seller and the Purchaser shall mutually collaborate and provide any and all assistance reasonably requested to obtain the benefits of any applicable tax treaty or Directive between the applicable jurisdictions where the parties concerned in this Agreement are resident.

18.2. Not later than thirty (30) days after each deduction or withholding of any such taxes, the Seller shall forward to the Purchaser evidence reasonably satisfactory to the Purchaser that such taxes have been remitted to the appropriate authority.

18.3. All Parties shall make all payments due by them hereunder without any deduction for tax unless such deduction is required by law. If the Purchaser is required by any law or regulation to make any deduction or withholding on account of any taxes which arise as a consequence of the execution of this Agreement, any assignment made hereunder and/or any payment due under this Agreement or an assignment made hereunder, then the Purchaser shall notify the Seller as soon as it becomes aware of such requirement. A Party will at the request of another Party take all reasonable steps to provide any administrative action and support that the other Party may reasonably request to minimize any deduction for tax which might otherwise be required to be made.

19. Confidentiality

19.1. Each of Parties agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall have agreed (orally or in writing) to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder, or (ij lo the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section or (y) is or becomes available to a Party or any of their respective Affiliates on a non-confidential basis from a source other than the Party to whom the obligation of confidence is owed hereunder.

19.2. For purposes of this section, "Information" means all information received from the Party or any Affiliate relating to the Party or any Affiliate or any of their respective businesses, other than any such information that is available to the other Parties on a non-confidential basis prior to disclosure by the Party or any Affiliate. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care lo maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Exhibit 10.04

19.3 General Data Protection Regulation

Entering into any relationship whatsoever with the Purchaser - whether in the pre-contract stage, on a contractual basis or for a consultancy service - entails the agreement of the Seller to the processing of personal data. This is done in accordance with the European Union's General Data Protection Regulation ("GDPR"). The Purchaser, in the capacity as processor, hereby represents and warrants to be compliant with GDPR for the processing of personal data received from the Seller in the framework of this Factoring Agreement.

BNP Paribas Fortis Factor NV, with registered office at Steenweg op Tielen 51,2300 Turnhout (the "Factor''), collects personal data, for the following purposes:

(i) To comply with legal and regulatory obligations;

(ii) To perform a contract;

(iii) To fulfil a legitimate interest.

The Seller, in its capacity as controller, hereby represents and warrant to be compliant with GDPR for the personal data regarding its debtors transferred towards the Purchaser in the framework of this Factoring Agreement.

Further information is at the Seller's disposal on the website of the Purchaser:

http://www.factor.bnpparibasfortis.be/de/privacy

20. Replacement of Base Rate

20.1. if a Base Rate Replacement Event has occurred in relation to EURIBOR for a currency in which an Eligible Receivable is denominated, any amendment or waiver to this Agreement which relates to:

(a)    providing for the use of a Replacement Benchmark in relation to (or in addition to) the affected currency in place of that Base Rate; and

(b)

(i)    aligning any provision of this Agreement to the use of that Replacement Benchmark;

(ii)    enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii)    implementing market conventions applicable to that Replacement Benchmark;

(iv)    providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(vii) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

will be discussed and agreed between the Parties.

This Agreement was made out in 2 copies at Turnhout on September 26th 2019

Exhibit 10.04

Attachments: Enclosure 1 - Countries

1. Accepted countries

–Algeria

–Argentina

–Australia

–Austria(*)

–Belgium (*)

–Brazil

–Bulgaria (*)

–Canada(*)

–Chile

–China

–Colombia

–Croatia

–Cyprus(*)

–Czech Republic (*)

–Denmark (*)

–Dominican Republic

–Ecuador

–Egypt

–Estonia

–Finland (*)

–France(*)

–Germany (*)

–Great Britain (*)

–Hong Kong (*)

–Hungary (*)

–India

–Indonesia

–Ireland (*)

–Israel (*)

–Italy(*)

–Japan

–Kuwait

–Latvia(*)

–Liechtenstein (*)

–Lithuania (*)

–Luxemburg (*)

–Macedonia

–Malaysia

–Malta(*)

–Mauritius (*)

–Mexico

–Morocco (*)

–New Zealand

–Norway(*)

–Oman(*)

–Paraguay (*)

–Peru(*)

–Philippines (*)

–Poland(*)

–Portugal (*)

–Puerto Rico (*)

Exhibit 10.04

–Qatar

–Romania (*)

–Saudi Arabia (*)

–Senegal

–Serbia

–Singapore

–Slovak Republic (*)

–Slovenia (*)

–South Africa

–South Korea

–Spain(*)

–Sri Lanka

–Sweden(*)

–Switzerland (*)

–Taiwan

–Thailand

–The Netherlands (*)

–Tunisia(*)

–Turkey(*)

–United Arab Emirates

–United States of America (*)

–Uruguay

–Vietnam

(*) Risk cover by the Purchaser

Exhibit 10.04

AMENDMENT DATED SEPTEMBER 28th 2022 TO THE CONTRACT OF UNCOMMITTED NON-RECOURSEREVOLVING PURCHASE OF RECEIVABLES (TRADE ACCOUNT RECEIVABLE PURCHASE AGREEMENT)

DATEDSEPTEMBER 26 2019

Between:

(1) BNP PARIBAS FORTIS FACTOR N.V.

Having its registered offices at Warandeberg 3, 1000 Brussels,

Belgium Registered under the company number 0414.392.710

hereinafter referred to as the 'Purchaser";

and

(2) TAMINCO US LLC

Having its registered offices at 200 South Wilcox Drive, Kingsport, TN 37660, United States of America Hereinafter referred to as the 'Seller";

The Purchaser and the Seller are hereinafter individually referred to as a 'Party', or jointly as the 'Parties'.

Whereas:

The Parties have concluded a contract of uncommitted non-recourse revolving purchase of receivables (trade account receivables purchase agreement) dated September 26 2019 (the 'Agreement");

The Parties now wish to amend the Agreement as set forth in this amendment (this 'Amendment').

1.Any capitalized term used, but however not defined in this Amendment, shall have the meaning given to such terms in the Agreement.

2. The Parties hereby agree to replace the definition of 'Maximum Program Amount' as mentioned insection1 'Definitions' of the Agreement as follows:

Maximum Program Amount

The Maximum Program Amount shall not exceed EUR 200,000,000 (two hundred million     EURO) or its equivalent value in an Eligible Currency, although it is expressly agreed that this Maximum Program Size is to be considered as one global Maximum Program Amount for the Seller under this Agreement and the Taminco BV Agreement and the Taminco Finland Agreement combined.

3. This Amendment shall come into effect as from its signature date stipulated here below, subject to the Purchaser having received a duly signed original copy hereof.

4. The Parties agree that all terms and conditions or the Agreement, which are not explicitly changed or altered in this Amendment shall remain in full force and effect.

Exhibit 10.04

However, in the event of any conflicts or discrepancies between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall prevail.

Made out in two original copies at Turnhout on September 261112022.

Taminco US LLC    BNP Paribas Fortis Factor N.V.

EX-10.05

Exhibit 10.05

CONTRACT OF UNCOMMITTED NON-RECOURSE REVOLVING PURCHASE OF RECEIVABLES (TRADE ACCOUNT RECEIVABLE PURCHASE AGREEMENT)

Between:

1.BNP PARIBAS FORTIS FACTOR N.V.

Having its registered offices at Warandeberg 3, 1000 Brussels , Belgium

Registered under the company number 0414.392.710

hereinafter referred to as the"Purchaser'';

and

2.EASTMAN CHEMICAL COMPANY

Having its registered offices at 200 South Wilcox Drive, Kingsport, TN 37660, United States of America Hereinafter referred to as the"Seller";

The Purchaser and the Seller are hereinafter individually referred to as a"Party", or jointly as the"Parties".

Following agreement has been reached:

1.Definitions

Affiliate

Affiliate means in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company. In the case of Seller, Affiliate shall mean any direct or indirect subsidiary of Eastman Chemical Company.

Business Day shall be construed as a reference to a day (other than a Saturday or Sunday) on which banks are generally open for business in Belgium.

Collection

All payments received regarding purchased Eligible Receivables.

Current Account

The Purchaser will maintain a Current Account reflecting Seller's financial position with regard to the purchased Eligible Receivables and the respective purchase price paid by the Purchaser thereto as reflected in the books of the Purchaser. Although the Purchaser will maintain separate sub-accounts, all such accounts established in the books of the Purchaser are to be considered as part of one indivisible account subject to the Maximum Program Amount.

Effective Date

Effective Date means May 31st 2020, which is the date that this Agreement shall come into effect.

Eligible Currency

Eligible Currency means: USO.

Eligible Debtor

Eligible Debtor means all debtors of the Seller:

Exhibit 10.05

i.for which a credit limit is granted by the Purchaser; and

ii.which are not a private person; and

iii.which are not to be considered as an intercompany entity within the group to which Seller belongs; and

iv.which have payment terms of no more than 150 days; and

v.for which no accounts receivable due to Seller are being collected through legal collection; and

vi.which are incorporated in one of the countries as listed in enclosure 1 to this Agreement; and

vii.which are approved by the Purchaser.

Eligible Receivables

Eligible Receivables means receivables on the Eligible Debtor generated by the Seller which:

i.result from the supply of goods and/or services to an Eligible Debtor in the normal course of Seller's business; and

ii.are expressed in an Eligible Currency; and

iii.are free from any disputes and are not subject to any set-off or counterclaim; and

iv.are not due or overdue for more than 90 days; and

v.entirely fall within the credit limits as granted by the Purchaser; and

vi.arise from sales to Eligible Debtors on or after the Effective Date.

Maximum Program Amount

The Maximum Program Amount shall not exceed USO 250,000,000 (two hundred and fifty million USO) or its equivalent value in an Eligible Currency, although ii is expressly agreed that this Maximum Program Size is to be considered as one global Maximum Program Amount for the Seller under this Agreement and the Flexsys America L.P. Agreement, the Solutia Inc. Agreement, and the Eastman Chemical Ltd. Agreement combined.

Purchase Date

Purchase Date means the date on which Eligible Receivables are purchased by the Purchaser in accordance with this Agreement and purchase price is paid to the Seller.

Purchaser's Settlement Account/(s)

Payment by Seller to Purchaser shall be made to the account of the Purchaser per the following instructions:

BANK: BNP Paribas Fortis N.V. SWIFT: GEBABEBB.

!BAN: BE76 0018 8403 0895 NOTICE:

Relevant Nominating Body

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Replacement Benchmark

Replacement Benchmark means a benchmark rate which is:

a.formally designated, nominated or recommended as the replacement for a Base Rate by:

i.the administrator of that Base Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Base Rate); or

ii.any Relevant Nominating Body,

Exhibit 10.05

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the Replacement Benchmark will be the replacement under paragraph (ii) above;

b.in the opinion of the Parties, generally accepted in the international or any relevant domestic loan markets as the appropriate successor to a Base Rate; or

c.in the opinion of the Parties, an appropriate successor to a Base Rate.

Base Rate

Base Rate means:

i.in relation to any Eligible Receivable denominated in USO - the Purchaser's cost of funds;

2.Seller's Data

DatabasedonEligibleDebtorsandEligibleAccounts Receivable

Turnover

AverageInvoiceAmount

Numberofdebtors

3.Subject Matter

3.1 The Seller hereby sells to the Purchaser certain Eligible Receivables designated by Seller defined under Eligible Debtors in accordance with the provisions of article 1689 and following of the Belgian Civil Code so that such Eligible Receivables purchased hereunder vest in the Purchaser absolutely. The Purchaser may at any time assign, transfer or participate any of its rights in such Eligible Receivables.

3.2 The Purchaser hereby agrees to accept at its sole discretion and on an uncommitted basis such transfer and assignment subject to the terms and conditions of this Agreement.

3.3 The Parties agree that as of the Effective Date their respective systems and processes are configured such that each Party can promptly, readily and accurately identify receivables purchased and sold hereunder at the invoice level.

3.4 After the supply of goods to the Eligible Debtors, the Seller will send the original invoice to such respective Eligible Debtor and, upon first written demand of the Purchaser, one copy thereof to the Purchaser.

3.5 The Seller hereby engages itself to transfer its invoice listings, debtor's data and overviews of outstanding assigned Eligible Receivables (the "Ledger") electronically to the Purchaser thereby using the Webservice made available to the Seller by the Purchaser for the purpose of this Agreement.

3.6 The Parties agree that such invoices shall bear not an assignment notice.

3.7 For the avoidance of doubt, only the entire receivable under an individual invoice is sold and purchased hereunder, and under no circumstances shall a partial interest in a receivable under an individual invoice be sold or purchased hereunder.

3.8 In the event the Seller reconciles a receivable matter with a credit memo, such credit memo shall be treated as an invoice hereunder. Credit memos issued on or after the Effective date are considered eligible credit memos under this agreement.

Exhibit 10.05

4.Discount

4.1 The "Discount" to which the Purchaser is entitled amounts to 0.02 % of all accounts receivable transferred to the Purchaser in accordance with the terms and conditions of this Agreement and is reflected in the Purchase Discount Fee as defined in article 6.2. of this Agreement.

4.2Additional Discount

4.2.1. In addition, in exchange for the Purchaser assuming the risk of loss with respect to the accounts receivable transferred to the Purchaser by the Seller in accordance with this Agreement, the Purchaser shall be entitled to an additional discount (the "Additional Discount"), amounting to 0.06% of the accounts receivable assigned to the Purchaser for which the insolvency risk coverage is governed by the terms and conditions of this Agreement, in particular as stipulated in article 7.1. The Additional Discount is reflected in the Purchase Discount Fee as defined in article 6.2. of this Agreement.

For the avoidance of doubt, the Parties hereby agree that the total of the Discount and the Additional Discount to which the Purchaser is entitled for such accounts receivable shall amount to 0.08%.

4.3    Market Disruption Clause

4.3.1. The Parties acknowledge that the Purchaser may be forced, by external (cost-related) developments to increase the Additional Discount, as set forth in article 4.2. However, the Purchaser shall not be permitted to increase the Additional Discount more than once per factoring year.

The Purchaser shall inform the Seller of such a decision immediately by registered mail thereby documenting the developments that led to the Purchaser's decision. During a period of 90 days after receipt of such letter, the Parties, both acting in good faith, will conduct mutual negotiations with regard to the Purchaser's decision. During the same period of 90 days after receipt of such letter, the Seller has the right to terminate this Agreement by informing the Purchaser by registered mail, thereby providing the Purchaser with a notice period of 90 days during which this Agreement shall remain in force and effect. In the event the Seller does not provide the Purchaser with such registered letter as stipulated in this article, the changes made by the Purchaser shall be deemed accepted by the Seller.

4.3.2. The Parties hereby agree that the Purchaser has the right to increase the margin, as reflected by "M" in the Discount Fee stipulated in article 6.2., in accordance with the provisions of this article.

Notwithstanding the foregoing (i) no such increase shall modify the purchase price with respect to accounts receivable that have been sold prior to the effective date of such increase, and (ii) all changes in liquidity premium possibly to be charged by the Purchaser onwards to the Seller as referenced in this article, shall be communicated by the Purchaser during the month before the month in which such changes would come into effect.

The Parties hereby agree that, the liquidity premium charged to the Purchaser, shall be charged onwards by the Purchaser to the Seller. However, the Parties hereby agree that Purchaser shall only be entitled to charge such liquidity premium to the Seller as from the moment such liquidity premium charged to the Purchaser is equal or higher than 0.25%. In such event, the liquidity premium charged by the Purchaser to the Seller shall be equal to the difference between said 0.25% threshold and the liquidity premium actually charged to the Purchaser.

However, the Parties hereby agree that, in the event the liquidity premium charged to the Purchaser would, at any time, become higher than 0.75%, and as a result thereof the liquidity premium charged onwards to the Seller by the Purchaser would become higher than 0.50%, the Purchaser will inform the Seller of such a situation by registered letter. During a period of 90 days after receipt of such letter, the

Exhibit 10.05

Parties, both acting in good faith, will conduct mutual negotiations with regard to this situation. During the same period of 90 days after receipt of such letter, the Seller has the right to terminate this Agreement by informing the Purchaser thereof by registered mail thereby providing the Purchaser with a notice period of 90 days during which this Agreement shall remain in force. In the event the Seller does not provide the Purchaser with such registered letter as stipulated in this article, the changes made by the Purchaser shall be deemed accepted by the Seller.

4.4    Servicing of Purchased Receivables

4.4.1 The Parties agree that the purchase price for the accounts receivable reflects a market rate fee to the Seller for continued servicing of the accounts receivable by Seller or its affiliate. If, at any lime during the term of this Agreement, the Purchaser takes over the dunning from the Seller, an amount of 5 USO per booked invoice or credit note will be charged to the Seller.

4.4.2 The Parties agree that each Seller may perform the servicing of accounts receivable hereunder through Eastman Chemical Company or one or more wholly-owned affiliates of Eastman Chemical Company.

4.4.3 The Parties agree that, bank account(s) used for servicing hereunder may be owned and controlled by Seller or the Seller affiliate primarily handling such servicing, and Seller or the servicer may change such account from time to time with notice to Purchaser. Purchaser shall be entitled to require a deposit account control agreement (DACA) or similar agreement to be executed between the entity owning the servicing account and the Purchaser.

4.5 The Purchaser shall be entitled to an audit fee amounting to 800 USO per year and the whereby Parties hereby agree that the Purchaser shall be entitled to perform such audit of the procedures of the Sellers with a frequency of 1 audit per year. Additional reporting from the Seller may be required by the Purchaser in between consecutive audits.

5.Minimum Factor Discount

The Parties acknowledge that a minimum volume of receivable purchase and sale transactions per year is commercially necessary to warrant continued administration of this program by the Parties. Although this program is an uncommitted facility, for each of calculation the Parties agree to measure the minimum volume of transactions by measuring the minimum factor discount charged by Purchaser over the course of a year under the program. The minimum factor discount (which shall equal the sum of the Discount and the Additional Discount) will not be lower than 250,000 USO per year and shall be considered as a minimum factor discount calculated jointly for this Agreement and the Flexsys America L.P. Agreement, the Solutia Inc. Agreement, and the Eastman Chemical Ltd. Agreement together. This minimum factor discount is calculated from the start of every factoring year and is due for payment at the end of every factoring-year, factoring-year meaning every period of 12 months from the Effective Date as defined in this Agreement. The amount payable with respect to the minimum factor discount will be the difference between 250,000 USO and the sum of the Discounts and the Additional Discounts for all accounts receivable sold during the applicable factoring year. In the event either Party reasonably determines that the volume of receivable purchase transactions hereunder is unlikely to achieve the minimum factor discount for the year, either Party may give notice to terminate the program within ninety (90) days of the notice. In the event of a termination by either Party on account of low volume of receivables purchase activity, the minimum factor discount shall be prorated accordingly.

6.     Purchase

6.1 The Parties hereby agree that, on a Seller's request, the Purchaser, thereby debiting the Seller's sub account within the Current Account, will pay the purchase price of the Eligible Receivables (incl. VAT) sold to it in accordance with article 3.1 of this Agreement in accordance with the discount formula as agreed upon in article 6.2 within: (i) the limits of the available room under the Maximum Program Amount: and (ii) the credit limits on the Eligible Debtor as issued by the Purchaser: (iii) insofar as an

Exhibit 10.05

Eligible Receivable entirely falls within this credit limit. The Parties hereby agree that such payment shall be made by the Purchaser on the bank accounts of the relevant Seller as indicated by that Seller whereby the sale of the respective Eligible Receivable shall become effective as from the moment the Purchaser has paid to the Seller the respective purchase price thereof. The purchase price shall be paid to the relevant Seller on the Purchase Date.

6.2Purchase Price for the Sold Accounts Receivable - Discount Fee

The purchase price is calculated based on the formula set forth below:

Purchase Price= Corrected Face Value Receivable *(1-(B+M)*(DSO+N)/360) - (Face Value Receivable* D)

Whereby:

Corrected Face Value Receivable=

100% of the face value of the Sold Account Receivable

B = the base rate being:

Purchaser's cost of funds in the event, at Seller's option, the Purchase Price is paid in USD

M = the margin amounting to 0.5%

DSO = weighted average days sales outstanding on an annual basis which shall be calculated and revised by the Purchaser on a quarterly basis.

N = additional days to be added to the DSO, which amount to 5 for the Seller

D = the Discount plus the Additional Discount

Face Value Receivable = 100% of the face value of the Sold Account Receivable (incl. VAT)

The Parties hereby agree that, in the event any base rate as stipulated in this Agreement would, at any time be or become lower than zero, the base rate charged by the Purchaser to the Seller shall be deemed to be zero.

6.3 The Purchaser will charge the Purchaser a one-off starting fee of 5000 USO at the Effective Date of this Agreement.

6.4 In the event, in the Purchaser's reasonable opinion, the portfolio of assigned Eligible Receivables in relation to a Seller does not provide the Purchaser with sufficient comfort with regard to the payment of the Purchase Price paid, the Purchaser has the right to suspend the program in relation to that Seller by informing the relevant Seller thereof by registered letter, whereupon the Purchaser shall not be obliged to purchase any future Eligible Receivables from that Seller. Any exercise by the Purchaser of its discretion under this clause shall in no way affect the Parties obligations in relation to Eligible Receivables purchased by the Purchaser prior to the date of the notice served in accordance with this clause.

6.5 The Parties agree that, in order for a transferred account receivable to be eligible for purchase under this Agreement, the debtor with regard to such account receivable may not represent a concentration of more than 10% of the amount of the approved outstanding accounts receivable on all debtors assigned to the Purchaser (excluding any Outstanding Receivables in all instances).

Exhibit 10.05

6.6 The Parties agree that confirmed letters of credit shall not constitute accounts receivable hereunder and that therefore accounts receivable secured by confirmed letters of credit shall not be sold, nor purchased under this Agreement.

6.7 The Parties agree that invoices eligible for early pay discount with Seller shall not constitute accounts receivable hereunder, therefore such invoices shall not be sold, nor purchased under this Agreement.

6.8 The Parties agree that the Seller may provide credit rebates on outstanding accounts receivable in the ordinary course of its business and consistent with customary practice through use of credit memos (which credit memos shall be treated as invoices hereunder), and the final payments with respect to any such diluted receivables will be reduced by the amount of such dilution; provided, however, that any write off or compromise of an account receivable as a result of the insolvency or credit status of the debtor shall not constitute dilution hereunder. In the event the dilution in the debtor portfolio (dilution being amounts not paid by the respective debtor to the Factor due to credit notes, disputes, payments made on the bank account of the Seller) should exceed the 3% dilution level, the percentage of the purchase price with regard to Sold Accounts Receivable, shall be decreased by the percentage exceeding said 3% limit.

7.     Insolvency Risk Coverage

Up to the amount of the credit limit as provided by the Purchaser, the Purchaser will assume the insolvency and non-payment risk on the Eligible Debtors as from the moment the goods related to a certain Eligible Receivable have been dispatched by the Seller for delivery to the Eligible Debtor and subject to the conditions that:

•the Purchaser receives a copy of the respective invoice and all credit notes related thereto on first request; and

•the relevant invoice was sent to the Eligible Debtor within a period of one month after the delivery of the goods; and

•the delivery and related invoicing was performed after the Effective Date of this Agreement and before the termination hereof; and

•the delivery of the goods to the Eligible Debtor was performed (i) before bankruptcy of the Eligible Debtor, and (ii) before the Eligible Debtor is failing to pay Seller's outstanding invoices within a period of 90 days after their respective due dates.

In any event the following situations of non-payment by an Eligible Debtor are excluded from any risk coverage by the Purchaser:

•non-payment resulting from the supply of goods before granting or after withdrawal of the credit limit;

•non-payment caused by natural forces, war, civil war or revolution;

•damages resulting from accounts receivable for which the necessary permits, customs documents or import and/or export documents are missing;

non-payment as a result of a dispute on the delivery.

8.    Collection of Eligible Receivables

8.1 The Parties hereby agree that the Seller will perform the collection of the purchased Eligible Receivables (the "Dunning Mandate"), directly or indirectly through one or more Affiliates of Seller, and that all payments made by the Eligible Debtors with regard to assigned Eligible Receivables shall be made on the bank accounts of the Seller. In the event the Debtors do not specify which invoice(s) any such payment represents, such payment(s) will be applied to invoices in order of earliest invoice date.

Exhibit 10.05

The Parties agree that this Dunning Mandate can only be terminated if a covenant stipulated in section 9 (Covenants) is breached or at the request of the Seller. If requested, the Purchaser may request transfer of the Dunning Mandate for accounts receivable that are transferred.

The Parties further agree that the payments of the debtors received by the Seller will be transferred towards the Purchaser on a bi-weekly basis. The Parties are entitled to change this transfer of received payments by a settlement in the Current Account. This can be agreed between Parties in writing.

9.    Covenants

Consolidated Solvency on group level of the Eastman Chemical Company, calculated as:

Equity/ Total Assets not adjusted with goodwill and intangible assets

Whereby the solvency must remain above:

20% in order to maintain the confidential character of this Agreement; otherwise, the Purchaser may notify the Seller's debtors of the existence of this Agreement; and

16% in order to maintain the Dunning Mandate as granted by the Purchaser to the Seller; otherwise the Purchaser has the right to take over the collection of the purchased Eligible Accounts Receivable.

10.    Obligations of the Seller

The Seller hereby guarantees and warrants in relation to Eligible Receivables which are offered for purchase by it only:

i.to be the sole and legal owner of the Eligible Receivables and that such Receivables are free from any lien, claim, dispute or charge, are transferable and uncollateralized, subject to, in some cases, extended retention of title clauses in favor of the Seller's suppliers. In case any Eligible Receivable is subject to extended retention of title clauses in favor of the respective supplier, the Seller guarantees and warrants that it is entitled pursuant to such extended retention of title clause to sell and transfer such Eligible Receivable to the Purchaser in accordance with this Agreement and that, in particular, the purchase price for the respective Eligible Receivable is sufficient to pay any outstanding amount to the relevant supplier; and

ii.to keep the books and to monitor the purchased Eligible Receivables, whereby the Seller will also manage all documentation with regards to the existence or proof of existence of the Eligible Receivables. Each Seller hereby agrees to permit the Purchaser with reasonable access, with prior notice to the Seller, to review records of Seller in order to verify the existence of the Eligible Receivables and the related documents; and

iii.to provide the Purchaser with annual financial reports on entity level. The Purchaser has the right to request interim financial information at any time. Neglecting to submit the requested financial figures or submitting false or incomplete figures while this agreement is in force, can suspend the payment of the purchase price and/or cause the immediate termination of this agreement.

Exhibit 10.05

11.    Term and Termination

11.1 This Agreement concluded between the Parties shall come into effect on the Effective Date for an initial period running up and until December 31st 2021. Afterwards, unless terminated by either Party hereto in taking into account a notice period of 3 months, this Agreement shall be automatically and tacitly renewed for subsequent renewal periods of 1 year.

11.2 This Agreement shall:

i.terminate automatically in the event the Purchaser has been declared bankrupt under the respective applicable national insolvency regulations; or

ii.terminate automatically in the event that the Seller has been declared bankrupt under the respective applicable national insolvency regulations.

11.3 The Purchaser has the right to terminate this agreement unilaterally and immediately in the event:

i.the Seller has violated any of the conditions stipulated in this agreement; or

ii.there is a seizure on all or substantially all of the Seller's assets or on all or substantially all of the Seller's accounts in favour of one of his creditors; or

iii.the controlling participation of the Seller has thus been changed that the effective control of the Seller is transferred to others; or

iv.the equity of the company has been reduced by 4/5 because of losses or personal loans given by the company to the shareholders, managers or persons acting on their behalf; or

v.a primary bank for a Seller has suspended or cancelled its loans to Seller based on the financial position of the Seller and such loans have not been replaced; or

vi.the Seller is the subject of a merger, acquisition, division or similar events; or

vii.the Seller does not possess the necessary licenses or authorizations required by applicable law to operate.

12.    Other Conditions

12.1 The Seller will fully refund the Assigned Receivables to the Purchaser which become disputed after the assignment or for which the (internal} policy of the Purchaser provides restrictions or any prohibition to purchase, of which the Seller was informed accordingly.

13.     Deviations

Any amendment to or variation in the terms of this Agreement shall only be effective if made in writing and signed by the Parties.

14.    Severability and Entire Agreement

14.1 The nullity or non-coercive force of law of one or more of the provision of this Agreement, shall not have any influence on the validity or the coercive force of law of this Agreement in whole or in part and

Exhibit 10.05

Parties hereby agree to continue this Agreement and making such changes hereto, both acting reasonable and in good faith, in order that the nullity or non-coercive force of law is mitigated.

14.2 This Agreement and the documents referred to or incorporated in it constitute the entire agreement between the Parties relating to the subject matter of this agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the Parties in relation to the subject matter of this agreement.

15.     Applicable Law and Jurisdiction

15.1 This Agreement (and any dispute or claim relating to it or its subject matter including non-contractual claims) is governed by and is to be construed in accordance with Belgian law.

15.2 The Parties irrevocably agree that the courts of Brussels shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

16.    Reps and Warranties

16.1 Representations

Anti-bribery, anti-corruption and anti-money laundering

Neither Seller nor any of its subsidiaries, directors or officers, or, to the best knowledge of Seller, any affiliate, agent or employee of it, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction pertaining to Seller or an Assigned Receivable and Seller has instituted and maintains policies and procedures designated to prevent violation of such laws, regulations and rules.

Financial Sanctions Representations

Neither Seller nor any of its subsidiaries, directors or officers, or, to the best knowledge of Seller, any affiliate, agent or employee of ii, is currently the target of any Sanctions. Seller covenants and agrees that it will not directly or indirectly use the proceeds of the Agreement or lend, contribute or otherwise make available such proceeds to any subsidiary, sister company, joint venture partner or other person or entity, for the purpose of financing the activities of any person or entity, or in any country or territory that, at the time of such funding or facilitation, is the target of any Sanctions or owned or controlled by a person subject to any Sanctions.

16.2 Covenant

None of Seller will, directly or indirectly, use the proceeds of Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Agreement, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise).

For the purpose of the above representation:

Exhibit 10.05

"Sanctions" means any economic or trade sanctions (not including tariffs or duties), laws, regulations, or restrictive measures (including, for the avoidance of doubt, any sanctions or measures relating to any particular embargo, asset freezing) enacted, administered, imposed or enforced by the United States of America, including OFAC Regulations, the United Nations and/or the European Union and/or the French Republic, and/or Her Majesty's Treasury or other relevant authority.

"OFAC Regulations" means the rules and regulations enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC).

17.     Guarantee

The Seller is hereby informed that BNP Paribas Fortis NV has jointly and severally guaranteed Purchaser's commitments resulting from its activities exercised under the freedom to provide services in another member state of the European Economic Area (article 41 of the Law of March 22nd 1993 on the Legal Status and Supervision of Credit Institutions), and that the Seller would be entitled, if appropriate, to claim certain rights under said guarantee.

18.     Taxation

18.1 Tax gross-up

The Seller shall make all payments hereunder without any deduction for tax unless such deduction is required by law. If the Seller is required by any law or regulation to make any deduction or withholding on account of any taxes which arise as a consequence of the execution of this Agreement, any assignment made hereunder and/or any payment due under this Agreement or an assignment made hereunder, then:

i.the Seller shall notify the Purchaser as soon as they become aware of such requirement;

ii.the Seller shall remit promptly the amount of such taxes to the appropriate authority, and in any event prior to the date on which penalties attach thereto;

iii.if a tax deduction is required by law to be made by the Seller in respect of any payment due hereunder, any such payment shall be increased by the Seller by such amount as may be necessary to ensure that the Purchaser receives a net amount, which after deducting or withholding such taxes, is equal to the full amount which the Purchaser would have received had such payment not been subject to such taxes;

iv.if the Purchaser is entitled to a tax credit for a tax deduction made by the Seller, the Purchaser shall remit to the Seller an amount equal to the credit. On a yearly basis, the Purchaser shall provide the Seller with supporting documentation in the form of tax returns or tax assessment notices that evidence the credit position;

v.the Seller shall indemnify the Purchaser against any liability of the Purchaser in respect of such taxes; and

vi.If a tax deduction is required, the Seller and the Purchaser shall mutually collaborate and provide any and all assistance reasonably requested to obtain the benefits of any applicable tax treaty or Directive between the applicable jurisdictions where the parties concerned in this Agreement are resident.

18.2 Not later than thirty (30) days after each deduction or withholding of any such taxes, the Seller shall forward to the Purchaser evidence reasonably satisfactory to the Purchaser that such taxes have been remitted to the appropriate authority.

Exhibit 10.05

18.3 All Parties shall make all payments due by them hereunder without any deduction for tax unless such deduction is required by law. If the Purchaser is required by any law or regulation to make any deduction or withholding on account of any taxes which arise as a consequence of the execution of this Agreement, any assignment made hereunder and/or any payment due under this Agreement or an assignment made hereunder, then the Purchaser shall notify the Seller as soon as it becomes aware of such requirement. A Party will at the request of another Party take all reasonable steps to provide any administrative action and support that the other Party may reasonably request to minimise any deduction for tax which might otherwise be required to be made.

19.    Confidentiality

19.1 Each of Parties agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall have agreed (orally or in writing) to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder, or (D to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section or (y) is or becomes available to a Party or any of their respective Affiliates on a non-confidential basis from a source other than the Party to whom the obligation of confidence is owed hereunder.

19.2 For purposes of this section, "Information" means all information received from the Party or any Affiliate relating to the Party or any Affiliate or any of their respective businesses, other than any such information that is available to the other Parties on a non-confidential basis prior to disclosure by the Party or any Affiliate. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

19.3 General Data Protection Regulation

Entering into any relationship whatsoever with the Purchaser - whether in the pre-contract stage, on a contractual basis or for a consultancy service - entails the agreement of the Seller to the processing of personal data. This is done in accordance with the European Union's General Data Protection Regulation ("GDPR"). The Purchaser, in the capacity as processor, hereby represents and warrants to be compliant with GDPR for the processing of personal data received from the Seller in the framework of this Factoring Agreement.

BNP Paribas Fortis Factor NV, with registered office at Warandeberg 3, 1000 Brussels (the "Factor"),

collects personal data, for the following purposes:

(i)    To comply with legal and regulatory obligations;

(ii)    To perform a contract;

(iii)    To fulfil a legitimate interest.

The Seller, in its capacity as controller, hereby represents and warrant to be compliant with GDPR for the personal data regarding its debtors transferred towards the Purchaser in the framework of this Factoring Agreement.

Further information is at the Seller's disposal on the website of the Purchaser: http://www.factor.bnpparibasfortis.be/de/privacy

Exhibit 10.05

20.     Replacement of Base Rate

20.1 if a Base Rate Replacement Event has occurred in relation to EURIBOR for a currency in which an Eligible Receivable is denominated, any amendment or waiver to this Agreement which relates to:

a.providing for the use of a Replacement Benchmark in relation to (or in addition to) the affected currency in place of that Base Rate; and

b.

i.aligning any provision of this Agreement to the use of that Replacement Benchmark;

ii.enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

iii.implementing market conventions applicable to that Replacement Benchmark;

iv.providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

v.adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

will be discussed and agreed between the Parties.

This Agreement was made out in 2 copies at Turnhout on May 28th 2020

EASTMAN CHEMICAL COMPANY BNP PARIBAS FORTIS FACTOR N.V.

Exhibit 10.05

Attachments: Enclosure 1 - Countries

1. Accepted countries

AUSTRALIA

BELGIUM

BOLIVIA

BRAZIL

CANADA

CHILE

CHINA

COLOMBIA

COSTA RICA

DOMINICAN REPUBLIC

EGYPT

EL SALVADOR

FRANCE

GERMANY

HONG KONG

HUNGARY

INDIA

INDONESIA

IRELAND

ISRAEL

ITALY

JAPAN

MACAU

MALAYSIA

MAURITIUS

MEXICO

NETHERLANDS

NEW ZEALAND

PERU

PHILIPPINES

SINGAPORE

SOUTH KOREA

SWITZERLAND

TAIWAN

THAILAND

TRINIDAD, TOBAGO

UNITED ARAB EMIRATES

UNITED KINGDOM

UNITED STATES OF AMERICA

URUGUAY

VIETNAM

Exhibit 10.05

ADDENDUM DATED SEPTEMBER 28th 2022 TO THE CONTRACT OF UNCOMMITTED NON-RECOURSE REVOLVING PURCHASE OF RECEIVABLES (TRADE ACCOUNT RECEIVABLE PURCHASE AGREEMENT) DATED MAY 28th 2020

Concluded between,

1.    BNP PARIBAS FORTIS FACTOR N.V.

Having its registered offices at.Warandeberg 3, 1000 Brussels , Belgium

Registered under the company number 0414.392.710

hereinafter referred to as the 'Purchaser';

and

2.     EASTMAN CHEMICAL COMPANY

Having its registered offices at 200 South Wilcox Drive, Kingsport, TN 37660, United States of America Hereinafter referred to as the 'Seller';

Both the Purchaser and the Seller are hereinafter individually referred to as a "Party", or jointly as the "Parties".

Whereas:

The Parties have concluded an uncommitted non-recourse revolving purchase of receivables contract on May 28th 2020 (the "Factoring Agreement");

The Parties now wish to amend certain terms and conditions of the Factoring Agreement by agreeing on the terms and conditions as stipulated in this addendum (the "Addendum").

1. Any capitalized term used, but however not defined in this Addendum, shall have the meaning given to such terms in the Factoring Agreement.

2. The Parties hereby agree to replace the definition of 'Maximum Program Amount' as mentioned in section 1 ('Definitions') to the Factoring Agreement as follows:

Maximum Program Amount

The Maximum Program Amount shall not exceed USO 300,000,000 (three hundred million USD) or its equivalent value in an Eligible Currency, although it is expressly agreed that this Maximum Program Size is to be considered as one global Maximum Program Amount for the Seller under this Agreement and the Solutia Inc. Agreement, and the Eastman Chemical Ltd. Agreement combined.

3. The Parties further agree to replace ‘Enclosure 1 - Countries’ of the Factoring Agreement with a new ‘Enclosure 1 - Countries’ of the Factoring Agreement, as described in attachment to this Addendum.

4. This Addendum shall come into effect as of its signature date as stipulated here below, subject to the Purchaser having received a duly signed copy of this Addendum from the Seller.

5. The Parties agree that all terms and conditions of the Factoring Agreement, which are not explicitly changed or altered in this Addendum shall remain in full force and effect. However, in the event of any conflicts or discrepancies between the terms and conditions of this Addendum and the terms and conditions of the Factoring Agreement, the terms and conditions of this Addendum shall prevail.

Exhibit 10.05

Made out in two original copies at Brussels on September 28th 2022

EASTMAN CHEMICAL COMPANY            BNP Paribas Fortis Factor N.V·.

Exhibit 10.05

Attachments: Enclosure 1 - Countries

1.Accepted Countries

AUSTRALIA

BELGIUM

BOLIVIA

BRAZIL

CANADA

CHILE

CHINA

COLOMBIA

COSTA RICA

DOMINICAN REPUBLIC

EGYPT

EL SALVADOR

FRANCE

GERMANY

HONG KONG

HUNGARY

INDIA

INDONESIA

IRELAND

ISRAEL

ITALY

JAPAN

LUXEMBURG

MACAU

MALAYSIA

MAURITIUS

MEXICO

NETHERLANDS

NEW ZEALAND

PERU

PHILIPPINES

SINGAPORE

SOUTH KOREA

SWITZERLAND

TAIWAN

THAILAND

TRINIDAD, TOBAGO

UNITED ARAB EMIRATES

UNITED KINGDOM

UNITED STATES OF AMERICA

URUGUAY

VIETNAM

EX-10.19

Exhibit 10.19

EASTMAN CHEMICAL COMPANY
PERFORMANCE SHARE AWARD SUBPLAN
OF THE 2021 OMNIBUS STOCK COMPENSATION PLAN
2023-2025 PERFORMANCE PERIOD

Section 1.Background. Under Article 4 of the Eastman Chemical Company 2021 Omnibus Stock Compensation Plan (the “Plan”), the “Committee” (as defined in the Plan), may, among other things, award shares of the $.01 par value common stock (“Common Stock”) of Eastman Chemical Company (the “Company”) to “Participants” (as defined in the Plan), and such awards may take the form of “Performance Awards” (as defined in the Plan) which are contingent upon the attainment of certain performance objectives during a specified period, and subject to such other terms, conditions, and restrictions as the Committee deems appropriate. The purpose of this Performance Share Award Subplan (this “Subplan”) is to set forth the terms of the Performance Awards to be awarded for the 2023-2025 Performance Period specified herein, effective as of January 1, 2023 (the “Effective Date”).

Section 2.Definitions.

(a)The following definitions shall apply to this Subplan:

(i)“Actual Grant Amount” means the number of shares of Common Stock to which a participant is entitled under a Performance Award, calculated in accordance with Section 6 of this Subplan.

(ii)“Award Amount” means the number of shares of Common Stock subject to the Performance Award granted to the Participant under this Subplan at the beginning of the Performance Period.

(iii)“Award Payment Date” means the date the Committee approves the payout of Common Stock covered by an award under this Subplan to a Participant.

(iv)“Comparison Group” is the group of companies within the S&P 1500 “Materials Sector” that are classified by Standard & Poor’sas chemical companies excluding The Chemours Company and Rayonier Advanced Materials and also including Celanese Corporation, Westlake Chemical Corporation, and Huntsman Corporation. The S&P “Materials Sector” index is an index of industrial companies selected from the S&P “Super Composite 1500” Index.

(v)“Earnings from Continuing Operations” shall be defined as the total sales of the Company minus the costs of all operations of any nature used to produce such sales, including taxes, plus after-tax interest associated with the Company’s capital debt (as defined in Section 2(a)(x). “Sales”, “costs of operations”, “taxes”, and “after-tax interest associated with capital debt” shall be determined and measured in accordance with accounting principles generally accepted in the United States (“GAAP”), as applied in preparing the Company’s consolidated financial statements as of the Effective Date, excluding the impact of any subsequent changes during the Performance Period in GAAP or in the manner of application of GAAP in the preparation of the Company’s consolidated financial statements, and including the results from any operations which are included in the Company's continuing operations as of the Effective Date and which are subsequently presented as discontinued operations during the Performance Period as a result of a divestiture, subject to adjustment by the Committee (i) to reflect any applicable non-GAAP adjustments publicly disclosed by the Company in its financial results for the relevant period or otherwise made by the Committee in determining corresponding

1

Exhibit 10.19

annual performance results under the Company’s Unit Performance Plan (or other comparable annual cash performance based management compensation plan or program) for the relevant period, or (ii) to exclude the impact of any merger, acquisition or divestiture which was not included in the long-term earnings forecast used to establish target performance. The Committee may, in its discretion, apply such adjustments only to selected eligible Participants.

(vi) “Participation Date” means February 24, 2023.

(vii)“Performance Period” means January 1, 2023 through December 31, 2025.

(viii)“Performance Year” means one of the three calendar years in the Performance Period.

(ix)    “Qualifying Termination” means a termination of Continuous Status as a Participant when one of the following criteria has been met: combined age and years of service which equals or exceeds 75; age 55 and 10 years of service; or age 50 or greater at hire date, and 5 years of service; or age 65.

(ix)

(x)“Return on Invested Capital” shall mean the return produced by funds invested in the Company and shall be determined as Earnings from Continuing Operations, as defined in Section 2(a)(v), divided by the Average Capital Employed.  “Average Capital Employed” shall be derived by adding the Company’s capital debt plus equity at the close of the last day of the year preceding the Performance Year to the Company’s capital debt plus equity at the close of the last day of the present Performance Year, with the resulting sum being divided by two.  “Capital debt” is defined as the sum of borrowing by the Company due within one year and long-term borrowing, as designated on the Company’s balance sheet.  The resulting ratio shall be multiplied by One Hundred (100) in order to convert such to a percentage.  Such percentage shall be calculated to the third place after the decimal point (i.e., xx.xxx%), and then rounded to the second place after the decimal point (i.e., xx.xx%). “Equity”, “borrowing due within one year”, and “long-term borrowing” shall be determined and measured in accordance with accounting principles generally accepted in the United States (“GAAP”), as applied in preparing the Company’s consolidated financial statements as of the Effective Date, excluding the impact of any subsequent changes during the Performance Period in GAAP or in the manner of application of GAAP in the preparation of the Company’s consolidated financial statements, and including the results from any operations which are included in the Company's continuing operations as of the Effective Date and which are subsequently presented as discontinued operations during the Performance Period as a result of a divestiture.

(xi) “Target Award” means, with respect to any eligible Participant, the targeted value based on the percentage of base salary specified on Exhibit A hereto for the Salary Grade applicable to such Participant.

(xii)“TSR” means total stockholder return, as reflected by the sum of (A) change in stock price (measured as the difference between (I) the average of the closing prices of a company’s common stock on the New York Stock Exchange, or of the last sale prices or closing prices of such stock on another national trading exchange, as applicable, in the period beginning on the tenth trading day preceding the beginning of the Performance Period and ending on the tenth trading day of the Performance Period and (II) the average of such closing or last sale prices for such stock in the period

2

Exhibit 10.19

beginning on the tenth trading day preceding the end of the Performance Period and ending on the tenth trading day following the end of the Performance Period) plus (B) dividends declared, assuming reinvestment of dividends, and expressed as a percentage return on a stockholder’s hypothetical investment.

(b)Any capitalized terms used but not otherwise defined in this Subplan shall have the respective meanings set forth in the Plan.

Section 3.Administration. This Subplan shall be administered by the Compensation and Management Development Committee of the Board of Directors. The Committee shall have authority to interpret this Subplan, to prescribe rules and regulations relating to this Subplan, and to take any other actions it deems necessary or advisable for the administration of this Subplan, and shall retain all general authority granted to it under Article 4 of the Plan. At the end of the Performance Period, the Committee shall approve Actual Grant Amounts awarded to participants under this Subplan in accordance with the applicable approval and certification requirements specified in the Plan.

Section 4.Eligibility; Types of Awards. The Participants who are eligible to participate in this Subplan are those employees who, as of the Participation Date, are at Salary Grades 49 through 51 and 105 and above. Employees who are promoted during the Performance Period to a position that would meet the above criteria, but who do not hold such position as of the Participation Date, are not eligible to participate in this Subplan.

Section 5.Form of Payout of Awards. Subject to the terms and conditions of the Plan and this Subplan, amounts earned in connection with the Performance Awards under this Subplan shall be paid out in the form of unrestricted shares of Common Stock; provided, however, that any fractional share of Common Stock, payable as a result of Section 9 of this Subplan or otherwise, shall be paid in cash in an amount representing the market value of such fractional share at the time of payment.

Section 6.Size of Awards.

(a)Target Award. Exhibit A hereto shows by Salary Grade the Target Award as a percentage of base salary and the percentage of Performance Shares determined by Salary Grade. The Salary Grade to be used in determining the percentage of base salary for any Award Amount to a Participant under this Subplan shall be the Salary Grade applicable to the position held by the Participant on the Participation Date. The actual size of the Award Amount to the Participant shall be determined by the Committee with respect to Participants who are executive officers of the Company, and by the Committee’s senior management delegates in the case of all other Participants, based on the Participant’s past performance and potential for contributions to the Company’s future long term success. Based on this assessment, the Participant may receive no award, the target award amount, or any amount within the Target Award range of ±25% converted to increments of full Shares. The Committee shall provide its delegates with guidelines for determining the cumulative award targets for Participants who are not executive officers of the Company.

(b)Actual Grant Amount. Subject to the Committee’s authority to adjust the Actual Grant Amount described in Section 12, the Actual Grant Amount awarded to the Participant at the end of the Performance Period is determined by multiplying (x) the Participant’s Award Amount by (y) a multiplier determined by comparing Company performance relative to two measures set forth in Section 6(c) below (the “Performance Conditions”) adjusted by (z) the Performance Modifier determined in accordance with Section 6(d) below.

(c)Performance Conditions. The Performance Conditions used to determine the award multiplier for the 2023-2025 Performance Awards are as follows:

3

Exhibit 10.19

[On File with Global Compensation]

(d)Performance Modifier. A Participant’s Actual Grant Amount includes up to a 10% increase or a 5% decrease based on the Company’s achievement of the ESG and I&D Goals set forth below:

[On File with Global Compensation]

Section 7.Composition of Comparison Group. A company in the Comparison Group may be dropped from the Comparison Group if a company’s common stock ceases to be publicly traded on a national stock exchange or market, or if a company is a party to a significant merger, acquisition, or other reorganization. Under these, or similar, circumstances, the company or companies may be removed from the Comparison Group and may be replaced with another company or companies by Standard & Poor’s, consistent with their established criteria for selection of companies for the Comparison Group. In any case where the Comparison Group ceases to exist, or is otherwise determined to no longer be appropriate as the basis for a measure under this Subplan, the Committee may designate a replacement Comparison Group. In any such case, the Committee shall have authority to determine the appropriate method of calculating the TSR of such former or replacement Comparison Group, whether by complete substitution of the replacement Comparison Group (and disregard of the former Comparison Group) over the entire Performance Period or by pro rata calculations for each Comparison Group or otherwise.

Section 8.Preconditions to Payout Under Performance Awards.

(a)Continuous Status as a Participant. Except as specified in paragraph (b) below, to be eligible for payout under a Performance Award under this Subplan, a Participant must remain in Continuous Status as a Participant with the Company or a Subsidiary at all times from the Effective Date through the end of the Performance Period.

(b)Qualifying Termination, Death, Disability, or Termination for an Approved Reason Before the Award Payment Date. If a Participant’s Continuous Status as a Participant is terminated due to a Qualifying Termination, death, Disability, or any approved reason as determined by the Committee (in the case of an executive officer) or the executive officer responsible for Human Resources (in the case of non-executive officers) prior to the Award Payment Date, the Participant shall receive, subject to the terms and conditions of the Plan and this Subplan, a payout representing a prorated portion of the Actual Grant Amount to which such Participant otherwise would have been entitled to receive under Section 6 of this Subplan had the Participant remained in Continuous Status as a Participant to the end of the Performance Period, with the precise amount of such payout to be determined by multiplying the Actual Grant Amount by a fraction, the numerator of which is the number of full calendar months of Continuous Status as a Participant in the Performance Period from the award effective date through and including the effective date of such termination, and the denominator of which is 36 (the total number of months in the Performance Period).

Section 9.Manner and Timing of Award Payments.

(a)Timing of Award Payment. If any Awards are payable under this Subplan, the payment of such Awards to Participants shall be made as soon as is administratively practicable after final approval by the Committee of such payments and within 2.5 months immediately following the end of the Performance Period.

(b)Tax Withholding. The Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the participant’s FICA obligation) required by law to be withheld. Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold shares of Common

4

Exhibit 10.19

Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.

Section 10.No Rights as Stockholder. No certificates for shares of Common Stock shall be issued under this Subplan, nor shall any participant have any rights as a stockholder as a result of participation in this Subplan, until the Actual Grant Amount has been determined and such participant has otherwise become entitled to an Award under the terms of the Plan and this Subplan. In particular, no participant shall have any right to vote or to receive dividends on any shares of Common Stock under this Subplan until certificates for such shares have been issued as described above.

Section 11.Application of Plan. The provisions of the Plan shall apply to this Subplan, and the provisions of this Subplan shall be interpreted in a manner consistent with the terms of the Plan.

Section 12.Adjustment of Actual Grant Amount. In addition to adjustment of GAAP financial performance measures under Section 2(a)(v), the Committee may, in its sole discretion, adjust the Actual Grant Amount to reflect any unusual or infrequent event affecting the overall Company performance and business and financial conditions not anticipated when the Performance Conditions were initially determined, such as a merger or acquisition involving the Company or its subsidiaries.

Section 13.Reimbursement of Certain Compensation Following Restatement. The Award (including any shares of Common Stock received upon payout of the Award and any amount received for the sale of such shares) is subject to the provisions of the Plan and any applicable law (including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and implementing rules and regulations of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”)) or Company policy (including the Executive Incentive Pay Clawback Policy as adopted by the Committee on February 3, 2015, and as may be amended from time to time consistent with and to conform to SEC and NYSE rules and regulations) requiring reimbursement to the Company of certain incentive-based compensation following an accounting restatement due to material non-compliance by the Company with any financial reporting requirement or due to other events or conditions.

Section 14.Amendments. The Committee may, from time to time, amend this Subplan in any manner.

    Section 15. Code Section 409A. All Performance Awards granted under this Subplan shall be subject to the provisions of the Plan concerning Internal Revenue Code Section 409A, which provisions shall be incorporated into this Subplan by reference.

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EXHIBIT A

Eastman Chemical Company
Performance Share Award Grant Table
2023-2025 Cycle

On File with Global Compensation

EXHIBIT B

2023-2025 Performance Share Award Payout Performance Measures Multiplier Table

On File with Global Compensation

EASTMAN CHEMICAL COMPANY

AWARD NOTICE FOR GRANT OF PERFORMANCE SHARES

Grantee: [NAME]

Performance Period: January 1, 2023 through December 31, 2025

Number of Performance Shares Granted ("Target Award"): [X]

Grant Date: January 1, 2023

    This Award Notice for the Grant of Performance Shares (this "Award Notice") by and between Eastman Chemical Company ("Company") and the Grantee named above (referred to below as "you") evidences the grant by the Company of performance shares ("Performance Shares" or the "Award") to you on the date stated above (the "Grant Date") and your acceptance of such Performance Shares in accordance with the provisions of the Eastman Chemical Company 2021 Omnibus Stock Compensation Plan, as amended from time to time (the "Plan") and the provisions of the 2023-2025 Performance Share Award Subplan (the "Subplan"). For purposes of this Award Notice, any references to the Plan shall include the Subplan.

    The Performance Shares are subject to the terms and conditions set forth in the Plan (which is incorporated herein by reference), any rules and regulations adopted by the Board of Directors of the Company or the Compensation and Management Development Committee (collectively, the "Committee"), and this Award Notice. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms, conditions, and provisions of the Plan shall control, and this Award Notice shall be deemed to be modified accordingly. Capitalized terms used in this Award Notice that are not defined herein shall have the meanings set forth in the Plan. For purposes of this Award Notice, "Employer" means the Subsidiary that employs you, if you are not employed directly by the Company.

Section 1.Performance Share Grant. You have been granted the number of Performance Shares specified above as the Target Award. Each Performance Share represents the right to receive a number of shares of the Company's $.01 par value Common Stock ("Common Stock") upon the attainment of specified performance conditions by the Company; provided, however, that any fractional share of Common Stock shall be paid in cash in an amount representing the market value of such fractional share at the time of payment.

Section 2.Performance Conditions. The Performance Shares are subject to the attainment of the following performance conditions as defined in Section 6(c) of the Subplan and as specifically set forth in Exhibit A of this Award Notice (the "Performance Conditions"):

(a)     a comparison of the total stockholder return (referred to in the Subplan as "TSR," and reflecting both the change in stock price and the amount of dividends declared) of the Company during the Performance Period, to the TSRs of the companies in the Comparison Group (defined as the group of companies within the Standard and Poor’s “Materials Sector” that are classified as chemical companies excluding The Chemours Company and Rayonier Advanced Materials and also including Celanese Corporation, Westlake Chemical Corporation, and Huntsman Corporation; the S&P “Materials Sector” index, identified as Global Industry Classification Standard 15, is an index of industrial companies selected from the S&P “Super Composite 1500” index); and

(b)    the arithmetic average for each of the Performance Years during the Performance Period of the Company’s average Return on Invested Capital.

Section 3.Performance Modifier. Up to 10% of the Performance Shares are further subject to the attainment of the ESG and I&D Goals as defined in Section 6(d) of the Subplan and as specifically set forth in Exhibit A of the Award Notice. Achievement of the ESG and I&D Goals will determine the “Performance Modifier”. The Committee will determine the achievement of the ESG and I&D Goals, the relative weighting of the goals, and the resulting Performance Modifier in its sole discretion.

Section 4.Vesting of Performance Shares. Subject to Sections 8 and 9 of this Award Notice, if you remain in Continuous Status as a Participant (as further defined in the Plan) with your Employer, the Company or one of its Subsidiaries during the Performance Period, you shall become vested in the number of Performance Shares that is equal to (x) the Target Award multiplied by (y) the multiplier as set forth in Exhibit A of this Award Notice corresponding to the Company's achievement of the Performance Conditions, adjusted by (z) the Performance Modifier ("Actual Earned Shares").

Section 5.Settlement of Performance Shares. The Company shall direct its transfer agent to issue you one (1) share of Common Stock for each Actual Earned Share in your name or a nominee in book entry, as soon as

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administratively practicable after the end of the Performance Period and final approval by the Committee, and in any event within 2.5 months after the end of the Performance Period.

Section 6.Nontransferability of Performance Shares; Limitation on Issuance of Shares. The Performance Shares are not transferable except by will or by the laws of descent and distribution, and may not be sold, assigned, pledged or encumbered in any way, whether by operation of law or otherwise. Following the Performance Period, certificates for the shares of Common Stock underlying the Actual Earned Shares may be issued during your lifetime only to you, except in the case of a permanent disability involving mental incapacity. Upon your death, any unissued shares of Common Stock underlying the Actual Earned Shares may be transferred to your legal representative as determined under applicable law, subject to the terms set forth in Section 8 of this Performance Shares Notice.

Section 7.Limitation of Rights. You will not have any rights as a stockholder with respect to the shares of Common Stock underlying the Performance Shares until you become the holder of record of such shares following the determination of the Actual Earned Shares upon conclusion of the Performance Period and the issuance of such shares to you pursuant to Section 5 of this Award Notice.

Section 8.Termination of Continuous Status as a Participant.

(a)    Upon a termination of your Continuous Status as a Participant (as defined in the Plan) with your Employer, the Company or any of its Subsidiaries by reason of a Qualifying Termination (as defined below) or by reason of death or Disability, or for another approved reason as determined by the Committee (in the case of the executive officers) or the executive officer responsible for Human Resources (in the case of non-executive employees), you (or your legal representative, as applicable) will receive after the end of the Performance Period, subject to the terms and conditions of the Plan, a pro-rata portion of the Actual Earned Shares that you otherwise would have received had you remained in Continuous Status as a Participant with your Employer, the Company or one of its Subsidiaries during the entire Performance Period based upon the number of full months in which you were in Continuous Status as a Participant during the Performance Period. For purposes of this Award Notice, a “Qualifying Termination” means a termination of your Continuous Status as a Participant by reason of resignation or without Cause when:

•your combined age and years of service with your Employer, the Company and its Subsidiaries equals or exceeds 75;

•you have attained age 55 and 10 years of service with your Employer, the Company and its Subsidiaries;

•you had attained age 50 or greater as of your hire date and you have attained 5 years of service with your Employer, the Company and its Subsidiaries; or

•you have attained age 65.

(b)    Upon termination of your Continuous Status as a Participant with your Employer, the Company or any of its Subsidiaries for reasons other than those described in Section 8(a) above, including termination for Cause, your Performance Shares shall be immediately canceled and forfeited. In such event, neither you nor any of your successors, heirs, assigns or personal representatives will thereafter have any further rights or interest in such shares or otherwise in this Award. For purposes of the foregoing, “Cause” shall have the same meaning as set forth in the Plan.

Section 9.Income Tax and Social Insurance Contributions Withholding.

(a)    Regardless of any action the Company or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant of the Performance Shares, settlement or payment of the Performance Shares pursuant to the attainment of the performance objectives, and the subsequent sale of any shares of Common Stock acquired pursuant to the Performance Shares and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate your liability for Tax-Related Items.

(b)    Prior to the delivery of shares of Common Stock upon settlement or payment of the Performance Shares pursuant to the attainment of the performance objectives, if your country of residence (and/or your country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a sufficient number of whole shares of Common Stock otherwise issuable under the Performance Shares that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld. In cases where the Fair Market Value of the number of whole shares of Common Stock withheld is greater than the Tax-Related Items required to be withheld, the

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Company shall make a cash payment to you equal to the difference as soon as administratively practicable. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. Alternatively, the Company or your Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary/wages, or from any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Company or through the withholding of cash from your regular salary/wages or any other amounts payable to you, no shares of Common Stock will be issued to you (or your estate) upon settlement or payment of the Performance Shares unless and until satisfactory arrangements (as determined by the Board of Directors) have been made by you with respect to the payment of any Tax-Related Items which the Company and your Employer determine, in their sole discretion, must be withheld or collected with respect to such Award. If you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company or your Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting the Performance Shares, you expressly consent to the withholding of shares of Common Stock and/or the withholding of cash from your regular salary/wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the Performance Shares and any shares of Common Stock delivered in payment thereof are your sole responsibility.

Section 10.Noncompetition; Confidentiality. You will not, without the written consent of the Company, either during your employment with your Employer, the Company or any of its Subsidiaries or thereafter, disclose to anyone or make use of any confidential information which you have acquired during your employment relating to any of the business of your Employer, the Company or any of its Subsidiaries, except as such disclosure or use may be required in connection with your work as an employee of the Company. During your employment with your Employer, the Company, or any of its Subsidiaries, and for a period of two (2) years after the termination of such employment, you will not, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which you have worked for your Employer, the Company or any of its Subsidiaries. The provisions in this Section 10 apply separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of your Employer, the Company or any of its Subsidiaries. You will forfeit all rights under this Award Notice to or related to the Performance Shares if, in the determination of the Committee (in the case of executive officers) or of the executive officer responsible for Human Resources (in the case of non-executive employees), you have violated any of the provisions of this Section 10, and in that event any payment or other action with respect to the Performance Shares shall be made or taken, if at all, in the sole discretion of the Committee or the executive officer responsible for Human Resources.

Section 11.Restrictions on Issuance of Shares. If at any time the Company determines that listing, registration or qualification of the shares of Common Stock covered by an Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable prior to the delivery of Common Stock subject to the Performance Shares, no such Common Stock may be delivered unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

Section 12.Change in Ownership; Change in Control. Sections 13.5 and 13.6 of the Plan contain certain special provisions that will apply in the event of a Change in Ownership or Change in Control, respectively.

Section 13.Adjustment of Terms. If the number of outstanding shares of Common Stock changes through the declaration of stock dividends or stock splits prior to the settlement of the Performance Shares, the shares of Common Stock subject to this Award automatically will be adjusted, according to the provisions of Article 14 of the Plan. In the event of any other change in the capital structure of the shares of Common Stock or other corporate events or transactions involving the Company, the Committee is authorized to make appropriate adjustments to this Award.

Section 14.Adjustment of Actual Grant Amount. The Committee may, in its sole discretion, adjust the Actual Earned Shares to reflect any unusual or infrequent event affecting overall Company performance and business and financial conditions not anticipated when the Performance Conditions were initially determined, such as a merger, acquisition or divestiture involving the Company or its subsidiaries.

Section 15.Reimbursement of Certain Compensation Following Restatement. The Award (including any shares of Common Stock received upon payout of the Award and any amount received for the sale of such shares) is subject to the provisions of the Plan and any applicable law (including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and implementing rules and regulations of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”)) or Company policy (including the Executive Incentive Pay Clawback Policy as adopted by the Committee on February 3, 2015, and as may be amended from time to time consistent with and to conform to SEC and NYSE rules and regulations) requiring reimbursement to the Company of certain incentive-based compensation following an accounting restatement due to material non-compliance by the Company with any financial reporting requirement or due to other events or conditions. For purposes of the foregoing, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm or third party administrator engaged by the

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Company to hold your shares of Common Stock and other amounts acquired under the Plan to re-convey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company.

Section 16.Repatriation and Legal/Tax Compliance Requirements. If you are a resident of or employed in a country other than the United States, you agree, as a condition of the grant of the Performance Shares, to repatriate all payments attributable to the shares of Common Stock and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to this Award) in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you agree to take any and all actions, and consent to any and all actions taken by your Employer, the Company or any of its Subsidiaries as may be required to allow your Employer, the Company or any of its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions that may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

If you are resident or employed in a country that is a member of the European Union, the grant of the Performance Shares and this Award Notice is intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Award Notice is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

Section 17.No Guarantee of Employment. The grant of the Performance Shares shall not create any employment relationship with the Company or any of its Subsidiaries. Further, the grant of the Performance Shares shall not confer upon you any right of continued employment with your Employer nor limit in any way the right of your Employer to terminate your employment at any time.

Section 18.Discretionary Nature of Grant; No Vested Rights. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Performance Shares under the Plan does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant, and the vesting provisions. Any amendment, modification or termination of the Plan or the Subplan shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

Section 19.Currency Fluctuation. Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the local currency of your country of residence and the U.S. dollar that may affect the value of the Performance Shares or of any amounts due to you pursuant to the settlement of the Performance Shares or the subsequent sale of any shares of Common Stock acquired upon settlement of the Performance Shares.

Section 20.Termination Indemnities. Your participation in the Plan and Subplan is voluntary. The value of the Performance Shares and any other awards granted under the Plan and Subplan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the Plan or Subplan, including the grant of the Performance Shares, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

Section 21.Data Privacy. The Company is located at 200 South Wilcox Drive, Kingsport, Tennessee 37662, U.S.A. and grants Performance Shares under the Plan to employees of the Company and its Affiliates and Subsidiaries in its sole discretion. In conjunction with the Company’s grant of the Performance Shares under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the Performance Shares, you expressly and explicitly consent to the Personal Data Activities as described herein.

(1)Data Collection, Processing and Usage. The Company collects, processes and uses your personal data, including your name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Performance Shares or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you or your Employer. In granting the Performance Shares under the Plan, the Company will collect your personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of your personal data is your consent.

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(2)Stock Plan Administration Service Provider. The Company transfers your personal data to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share your personal data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for you to receive and trade shares of Common Stock acquired under the Plan. You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your ability to participate in the Plan.

(3)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. You should note that your country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of your personal data to the United States is your consent.

(4)Voluntary Participation and Consequences of Consent Denial or Withdrawal. Your participation in the Plan and your grant of consent is purely voluntary. You may deny or withdraw your consent at any time. If you do not consent, or if you withdraw your consent, you may be unable to participate in the Plan. This would not affect your existing employment or salary; instead, you merely may forfeit the opportunities associated with the Plan.

(5)Data Subjects Rights. You may have a number of rights under the data privacy laws in your country of residence. For example, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the Company’s Human Resources Department.

Section 22.Private Placement. If you are a resident and/or employed outside of the United States, the grant of the Performance Shares is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Performance Shares are not subject to the supervision of the local securities authorities.

Section 23.Insider Trading/Market Abuse Laws. By participating in the Plan, you agree to comply with the Company’s policy on insider trading (to the extent that it is applicable to you). You further acknowledge that, depending on your or your broker’s country of residence or where the shares of Common Stock are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect your ability to accept, acquire, sell or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., Performance Shares) or rights linked to the value of shares of Common Stock, during such times you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in your country of employment (and country of residence, if different)). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possess inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You understand that third parties include fellow employees. Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should therefore consult your personal advisor on this matter.

Section 24.Electronic Delivery. The Company, in its sole discretion, may decide to deliver any documents related to the Performance Shares to you under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 25.English Language. If you are resident outside of the United States, you acknowledge and agree that it is your express intent that the Award Notice, the Plan, the Subplan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Shares, be drawn up in English. You acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Award Notice. If you have received the Award Notice, the Plan or any other documents related to the Performance Shares translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

Section 26.Addendum. Notwithstanding any provisions of the Award Notice to the contrary, the Performance Shares shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as set forth in the applicable Addendum to the Award Notice. Further, if you transfer residence and/or employment to another country reflected in an Addendum to the Award Notice, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such

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terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Performance Shares, the Plan, and the Subplan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). Any applicable Addendum shall constitute part of the Performance Shares Notice.

Section 27.Additional Requirements. The Company reserves the right to impose other requirements on the Performance Shares, any payment made pursuant to the Performance Shares, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Performance Shares and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

Section 28.Governing Law. This Award Notice shall be construed, administered and governed in all respects under and by the applicable laws of the State of Delaware (USA), excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.

Section 29.Venue. In accepting the Performance Shares grant, you are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of Tennessee of the United States of America to resolve any and all issues that may arise out of or relate to the Performance Shares and the Award Notice.

Section 30.Binding Effect. This Award Notice shall be binding upon the Company and you and its and your respective heirs, executors, administrators and successors.

Section 31.Conflict. To the extent the terms of the Award Notice are inconsistent with the Plan, the provisions of the Plan shall control and supersede any inconsistent provision of the Award Notice.

Section 32.Non-Negotiable Terms. The terms of the Award Notice are not negotiable, but you may refuse to accept the Performance Shares by notifying the Company’s executive officer responsible for Human Resources in writing; any such refusal of acceptance will immediately cancel and forfeit the award.

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EASTMAN CHEMICAL COMPANY

2021 OMNIBUS STOCK COMPENSATION PLAN

ADDENDUM TO AWARD NOTICE FOR GRANT OF PERFORMANCE SHARES

In addition to the terms of Eastman Chemical Company 2021 Omnibus Stock Compensation Plan (the “Plan”), the 2023-2025 Performance Share Award Subplan (the "Subplan"), and the Award Notice for the Grant of Performance Shares (the “Award Notice”), the Performance Shares are subject to the following additional terms and conditions as set forth in this addendum to the extent you reside and/or are employed in one of the countries addressed herein (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan, the Subplan, and the Award Notice. The information contained in this Addendum is based on the securities, exchange control and other laws in effect in the respective countries as of October 2022. To the extent you transfer residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Performance Shares, the Plan, and the Subplan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).

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EUROPEAN UNION (“EU”)/EUROPEAN ECONOMIC AREA (“EEA”)/SWITZERLAND/UNITED KINGDOM

1.    Data Privacy. If you reside and/or you are employed in the EU, EEA, Switzerland or the United Kingdom, the following provision replaces Section 21 of the Award Notice:

The Company is located at 200 South Wilcox Drive, Kingsport, Tennessee 37662, U.S.A. and grants Performance Shares under the Plan to employees of the Company and its Affiliates and Subsidiaries in its sole discretion. You should review the following information about the Company’s data processing practices.

(1)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you are hereby notified that the Company collects, processes and uses certain personally-identifiable information about you for the legitimate interest of implementing, administering and managing the Plan and generally administering equity awards; specifically, including your name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all options or any other awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you or your Employer. In granting the Performance Shares under the Plan, the Company will collect your personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s collection, processing, use and transfer of your personal data is necessary for the performance of the Company’s contractual obligations under the Plan and pursuant to the Company’s legitimate interest of managing and generally administering employee equity awards. Your refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. As such, by participating in the Plan, you voluntarily acknowledge the collection, processing and use of your personal data as described herein.

(2)Stock Plan Administration Service Provider. The Company transfers participant data to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share your data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for you to receive and trade shares of Common Stock acquired under the Plan. You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your ability to participate in the Plan.

(3)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Company can only meet its contractual obligations to you if your personal data is transferred to the United States. The Company’s legal basis for the transfer of your personal data to the United States is to satisfy its contractual obligations to you and/or its use of the standard data protection clauses adopted by the EU Commission.

(4)Data Retention. The Company will use your personal data only as long as is necessary to implement, administer and manage your participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs your personal data, the Company will remove it from its systems. If the Company keeps your data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(5)Data Subject Rights.You may have a number of rights under data privacy laws in your country of residence. For example, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s personal data. To receive clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the Company’s Human Resources Department.

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BELGIUM

No country-specific provisions.

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BRAZIL

1.    Securities Law Information. The Performance Shares have not been, and will not be, publicly issued, placed, distributed, offered or negotiated in the Brazilian capital markets and, as a result, will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, the CVM). Therefore, the Performance Shares and the underlying shares of Common Stock may not be offered or sold in Brazil, except in circumstances which do not constitute a public offering, placement, distribution or negotiation under the Brazilian capital markets regulation.

2.     Labor Law Acknowledgment. By accepting the Performance Shares, you expressly acknowledge and agree that (a) the benefits provided under the Award Notice and the Plan are the result of commercial transactions unrelated to your employment; (b) the Award Notice and the Plan are not part of the terms and conditions of your employment; and (c) the income from the Performance Shares, if any, is not part of your remuneration from employment.

    3.    Compliance with Law. By accepting the Performance Shares, you expressly acknowledge and agree to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Performance Shares, the issuance and/or sale of shares of Common Stock acquired under the Plan or the receipt of any dividends.

17

CHINA

The following provisions shall apply to the extent you are a local national of the People's Republic of China (“PRC”):

1.    Termination of Employment. Except as otherwise required by the State Administration of Foreign Exchange (the “SAFE”) and notwithstanding any provision in the Award Notice or the Plan to the contrary, upon a termination of your employment with your Employer, the Company or any of its Subsidiaries by reason of a Qualifying Termination (as defined below) or by reason of death or disability, or for another approved reason as determined by the Committee (in the case of the executive officers) or the executive officer responsible for Human Resources (in the case of non-executive employees) prior to completion of the Performance Period:

a.     If such termination occurs before the mid-point of the Performance Period, you (or your legal representative, as applicable) shall become vested in a number of Performance Shares equal to the Target Award; or

b.     If such termination occurs on or after the mid-point of the Performance Period, you (or your legal representative, as applicable) shall become vested in a number of Performance Shares equal to (x) the Target Award multiplied by (y) the multiplier as set forth in Exhibit A of this Award Notice corresponding to the Company's achievement of the most recent Performance Conditions available on the date of termination, as determined by the Committee in its sole discretion, adjusted by (z) the Performance Modifier as set forth in Exhibit A of this Award Notice corresponding to the Company’s achievement of the most recent ESG and I&D Goals available on the date of termination, as determined by the Committee in its sole discretion..

2.    Immediate Sale of Shares. Notwithstanding anything in the Award Notice to the contrary, all shares of Common Stock issued in connection with your Performance Shares shall be immediately sold unless and until the Committee determines otherwise. For purposes of the foregoing, the Company shall establish procedures for effectuating the immediate sale of the shares of Common Stock issued in connection with your Performance Shares (including procedures whereby the Company may issue sales instructions on your behalf), and you hereby agree to comply with such procedures and to take any and all actions as the Company may determine, in its sole discretion, are necessary or advisable for purposes of complying with PRC laws, rules and regulations.

    3.    Exchange Control Restrictions. Shares of Common Stock issued to you under the Plan must be maintained in an account with the Stock Plan Administrator or such other broker as may be designated by the Company until the shares of Common Stock are sold through that broker. If the Company changes its broker, you acknowledge and agree that the Company may transfer any shares of Common Stock issued under the Plan to the new designated broker if necessary for legal or administrative reasons. You agree to sign any documentation necessary to facilitate the transfer. In addition, you may be required to sell any shares of Common Stock obtained under the Plan if the Company determines that the application of such condition is necessary or advisable for China State Administration of Foreign Exchange (“SAFE”) exchange control, legal or other administrative reasons.

You acknowledge and agree that you will be required to immediately repatriate to the PRC the proceeds from the sale of any shares of Common Stock acquired under the Plan, as well as any other cash amounts attributable to the shares of Common Stock acquired under the Plan (collectively, “Cash Proceeds”). Further, you acknowledge and agree that the repatriation of the Cash Proceeds must be effected through a special bank account established by your Employer, the Company or one of its Subsidiaries, and you hereby consent and agree that the Cash Proceeds may be transferred to such account by the Company on your behalf prior to being delivered to you. The Cash Proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the Cash Proceeds are paid to you in U.S. dollars, you understand that a U.S. dollar bank account must be established and maintained in China so that the proceeds may be deposited into such account. If the Cash Proceeds are paid to you in local currency, you acknowledge and agree that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the Cash Proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the Cash Proceeds are converted into local currency and distributed to you.

You further agree to comply with any other requirements that may be imposed by your Employer, the Company and its Subsidiaries in the future in order to facilitate compliance with exchange control requirements in the PRC.

    4.    Administration. Your Employer, the Company and its Subsidiaries shall not be liable for any costs, fees, lost interest or dividends or other losses you may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the operation and enforcement of the terms of the Plan, the Subplan, the

18

Award Notice and any other Plan documentation in accordance with PRC law including, without limitation, any applicable SAFE rules, regulations and requirements.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE AWARD NOTICE, THE PLAN AND THIS ADDENDUM.

__________________________________
Signature

__________________________________
Printed Name

_____________________
Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO

Eileen Tan

Singapore (ECAP)

Compensation and Benefits / Regional HR Manager

9 North Buona Visa Drive

Singapore 138588

NO LATER THAN 90 DAYS FOLLOWING THE GRANT DATE.

19

ESTONIA

1.    Performance Share Grant. The following provision shall replace Section 1 of the Award Notice in its entirety:

You have been granted the number of Performance Shares specified above as the Target Award. Each Performance Share represents the right to receive a number of shares of Common Stock upon attainment of specified performance conditions by the Company; provided, however, in the case of any fractional shares, the number of shares of Common Stock issued will be rounded down to the nearest whole number. Notwithstanding any terms and conditions in the Award Notice or the Plan, you will have no right to receive a cash payment in connection with the Performance Shares.

    2.    Settlement of Performance Shares. Notwithstanding any discretion contained in Section 5 of the Award Notice or anything to the contrary in the Award Notice or the Plan, the Performance Shares will only be settled in shares of Common Stock and your Performance Shares may not be settled before the third anniversary of the Grant Date.

3.    Language Consent. By accepting the grant of the Performance Shares, you confirm having read and understood the documents related to the grant (the Award Notice and the Plan), which were provided in the English language, and that you do not need the translation thereof into the Estonian language. You accept the terms of those documents accordingly.

Keele Nõusolek. Võttes vastu tulemusaktsiad, kinnitab Osaleja, et ta on ingliskeelsena esitatud pakkumisega seotud dokumendid (Optsioonilepingu ja Plaani) läbi lugenud ja nendest aru saanud ning et ta ei vaja nende tõlkimist eesti keelde. Sellest tulenevalt Osaleja nõustub viidatud dokumentide tingimustega.

20

FINLAND

No country-specific provisions

21

FRANCE

1.    English Language. You acknowledge and agree that it is your express intent that this Award Notice, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Shares, be drawn up in English. If you have received the Award Notice, the Plan (including the Subplan), this Addendum or any other documents related to the Performance Shares translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

Langue anglaise. Vous reconnaissez et consentez avoir souhaité la rédaction en anglais du présent Contrat, du Plan et tous autres documents exécutés, avis donnés et procédures judiciaires intentées conformément aux Actions de Performance. Si vous avez reçu le Contrat, le Plan (y compris le Sous-Plan), la présente Annexe ou tout autre document lié aux Actions de Performance dans une langue autre que l'anglais, et si le sens de la version traduite est différent de la version anglaise, la version anglaise prévaudra.

22

GERMANY

No country-specific provisions.

23

HONG KONG

1.    Form of Settlement. Notwithstanding any discretion in the Plan, the Performance Shares will be settled only in shares of Common Stock. The Performance Shares do not provide you any right to receive a cash payment.

2.    Sales Restriction. If, for any reason, the Performance Shares vest and become non-forfeitable and shares of Common Stock are issued to you within six months of the Grant Date, you agree that you will not dispose of any shares of Common Stock prior to the six-month anniversary of the Grant Date.

3.    Securities Law Notification. WARNING: The Award Notice, this Addendum, the Plan and all other materials pertaining to the Performance Shares have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you have any doubts about any of the contents of the materials pertaining to the Performance Shares, you should obtain independent professional advice.

4.    Wages. The Performance Shares and shares of Common Stock underlying the Performance Shares do not form part of your wages for purposes of calculating any statutory or contractual payments under Hong Kong law.

5.    Nature of the Plan. The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). To the extent a court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for purposes of ORSO, the grant of the Performance Shares shall be null and void.

24

ITALY

1.    Acknowledgement of Nature of Award Notice. In accepting this Award Notice, you acknowledge that (a) you have received a copy of the Plan, the Award Notice and this Addendum; (b) you have reviewed the applicable documents in their entirety and fully understand the contents thereof; and (c) you accept all provisions of the Plan, the Award Notice and this Addendum.

25

JAPAN

No country-specific provisions.

26

MALAYSIA

No country-specific provisions.

27

MEXICO

    1.    Commercial Relationship. You expressly recognize that your participation in the Plan, and the Company’s grant of the Performance Shares does not constitute an employment relationship between you and the Company. The Company has granted you the Performance Shares as a consequence of the commercial relationship between the Company and the Company’s Subsidiary in Mexico that employs you (i.e., your Employer), and the Company’s Subsidiary in Mexico is your sole employer. Based on the foregoing, you expressly recognize that (a) the Plan, the Subplan, and the benefits you may derive from your participation in the Plan does not establish any rights between you and your Employer, (b) the Plan, the Subplan, and the benefits you may derive from your participation in the Plan are not part of the employment conditions and/or benefits provided by your Employer, and (c) any modifications or amendments of the Plan or the Subplan by the Company, or a termination of the Plan or Subplan by the Company, shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

    2.    Extraordinary Item of Compensation. You expressly recognize and acknowledge that your participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as your free and voluntary decision to participate in the Plan in accord with the terms and conditions of the Plan, the Award Notice and this Addendum. As such, you acknowledge and agree that the Company may, in its sole discretion, amend and/or discontinue your participation in the Plan at any time and without any liability. The value of the Performance Shares is an extraordinary item of compensation outside the scope of your employment contract, if any. The Performance Shares are not part of your regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of any Affiliate or Subsidiary.

3.    Securities Law Information. The Performance Shares and the shares of Common Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico.  In addition, the Plan, the Award Notice and any other document relating to the Performance Shares may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the Company and its Subsidiaries and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company’s Subsidiary in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE AWARD NOTICE, THE PLAN AND THIS ADDENDUM.

__________________________________
Signature

__________________________________
Printed Name

_____________________
Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO

Ana Rosa Orozco Martinez

HR Manager

Santo Toribio - MEXICO

NO LATER THAN 90 DAYS FOLLOWING THE GRANT DATE.

28

NETHERLANDS

1.    Waiver of Termination Rights. In consideration of the grant of your Award, you agree that you waive any and all rights to compensation or damages as a result of any termination of employment for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan or the Subplan, or (b) you cease to have rights under, or ceasing to be entitled to any awards under the Plan or Subplan as a result of such termination.

29

SINGAPORE

    1.    Qualifying Person Exemption. The following provision shall supplement Section 22 of the Award Notice:

The grant of the Performance Shares under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan or the Subplan have not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and are not regulated by any financial supervisory authority pursuant to any legislation in Singapore. You should note that, as a result, the Performance Shares are subject to section 257 of the SFA and accordingly, you will be unable to make (a) any subsequent sale of any shares of Common Stock pursuant to the Performance Shares in Singapore or (b) any offer of sale of any shares of Common Stock acquired as a result of the Performance Shares in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

30

SOUTH KOREA

No country-specific provisions

31

SPAIN

1.     Securities Law Notice. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Performance Shares. The Plan, the Award Notice (including this Addendum) and any other documents evidencing the grant of the Performance Shares have not, nor will they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.

2. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights. By accepting the Performance Shares, you hereby consent to participation in the Plan and acknowledge receipt of a copy of the Plan.

You understand that the Company has unilaterally, gratuitously and in its sole discretion granted the Performance Shares under the Plan to individuals who may be employees of the Company or its Affiliates and Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates and Subsidiaries on an ongoing basis. Consequently, you understand that the Performance Shares are granted on the assumption and condition that the Performance Shares and the shares of Common Stock acquired upon settlement of the Performance Shares shall not become a part of any employment contract (either with the Company or any of its Affiliates and Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that this grant would not be made but for the assumptions and conditions referenced above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason the Performance Shares shall be null and void.

You understand and agree that, as a condition of the Performance Shares, unless otherwise provided in the Award Notice, any unvested Performance Shares as of the date you cease active employment will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification in the event of termination of your employment. You acknowledge that you have read and specifically accept the conditions referred to in the Award Notice regarding the impact of a termination of employment on the Performance Shares.

3.    Termination for Cause. Notwithstanding anything to the contrary in the Plan or the Award Notice, “Cause” shall be defined as set forth in the Plan, regardless of whether the termination is considered a fair termination (i.e., “despido procedente”) under Spanish legislation.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE PLAN, YOUR AWARD NOTICE AND THIS ADDENDUM.

________________________

Signature

__________________________________
Printed Name

_____________________
Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO

Irena Maric

Eastman Chemical B.V.

HR-Compensation and Benefits

Rotterdam, Netherlands

NO LATER THAN 90 DAYS FOLLOWING THE GRANT DATE.

32

SWITZERLAND

1.    Securities Law Notification. Neither the Award Notice, this Addendum nor any other materials relating to the Award (a) constitutes a prospectus according to article 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (b) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the Company, or (c) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

33

TAIWAN

1.    Securities Law Notification. The offer of participation in the Plan and the Subplan is available only for employees of the Company, its Subsidiaries and Affiliates. The offer of participation in the Plan and the Subplan is not a public offer of securities by a Taiwanese company.

34

UNITED KINGDOM

    1.    Income Tax and Social Insurance Contributions Withholding. The following provision shall supplement Section 9 of the Award Notice:

Without limitation to Section 9 of the Award Notice, you expressly agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items as and when requested by the Company, your Employer or Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also expressly agree to indemnify and keep indemnified the Company and your Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any tax authority or any other relevant authority) on your behalf.

Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by you, if the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be payable.

You acknowledge that you ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company or your Employer (as appropriate) the amount of any NICs due on this additional benefit, which the Company and/or your Employer may also recover from you at any time thereafter by any of the means referred to in Section 9 of the Award Notice.

    2.    Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Performance Shares, whether or not as a result of your own termination of employment (whether the termination is breach of contract or otherwise) or from the loss or diminution in value of the Performance Shares. Upon the grant of the Performance Shares, you shall be deemed irrevocably to have waived any such entitlement.

*    *    *    *    *

35

EXHIBIT A

2023-2025 Performance Share Award Payout Performance Measures Multiplier Table

On file with Global Compensation

2023-2025 Performance Share Award ESG and I&D Goals

On file with Global Compensation

2023-2025 Performance Share Award ESG and I&D Goals Modifier Guidelines

On file with Global Compensation

36

EX-10.21

Exhibit 10.21

2023 Unit Performance Plan -- Corporate Performance Measures and Named Executive Officer Target Variable Pay Opportunities

On November 30, 2022 the Compensation and Management Development Committee (the “Compensation Committee”) of the Board of Directors of Eastman Chemical Company (the “Company”) approved the corporate performance measures, eligible employees (including the executive officers), and target variable pay opportunities for the 2023 Unit Performance Plan (the "UPP"). The UPP is filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and is described in the Company's 2023 Annual Meeting Proxy Statement under “Executive Compensation - Compensation Discussion and Analysis - Elements of our Executive Compensation - Annual Cash Compensation - Base Salary and Incentive Pay - Annual Incentive Pay – Unit Performance Plan”.

For 2023, UPP corporate performance will be measured (i) 75% by GAAP earnings before interest and taxes, adjusted by the Committee to exclude non-core and any unusual or non-recurring items (typically the same non-core and any unusual or non-recurring items as those excluded from earnings in the non-GAAP financial measures disclosed by the Company in its public financial results disclosures) (“adjusted EBIT”) and (ii) 25% by “modified operating cash flow”, defined as GAAP net cash provided by operating activities , subject to adjustment by the Committee for any unusual, non-core, or non-recurring cash sources or uses distortive of operating cash flow. The target 2023 adjusted EBIT and operating cash flow and corresponding target UPP payout pool amount will be based on the Company's adjusted EBIT and operating cash flow targets under the annual business plan for 2023 as approved by the Board of Directors. In addition, the 2023 UPP includes a safety metric modifier that provides potential upward (10%) or downward adjustments (5%) to the payout pool based on performance against safety metric goals. The Compensation Committee will approve the 2023 UPP cash payout pool amount in early 2024 based upon actual adjusted EBIT and operating cash flow compared to the pre-set adjusted EBIT and operating cash flow targets, subject to adjustment based on the Committee’s evaluation of overall business and financial conditions and corporate performance.

The portion of the UPP award pool allocated to the executive officers will be determined by aggregating their individual target variable pay amounts multiplied by a "performance factor" corresponding to the Committee’s evaluation of overall performance compared to pre-established organizational and personal performance objectives. For 2023, the target variable pay for performance that meets the pre-established objectives under the UPP (expressed as a percentage of annual base salary) for the principal executive officer, the principal financial officer, and the current other executive officers for whom executive compensation disclosure was provided in the Company's 2023 Annual Meeting Proxy Statement (the “named executive officers”) will be 150% for Chief Executive Officer Mark J. Costa, 100% for each of Senior Vice President and Chief Financial Officer William T. McLain, Jr., and Executive Vice President and Chief Commercial Officer Brad A. Lich, and 85% for Executive Vice President and Chief Legal Officer Kellye L. Walker and Executive Vice President, Manufacturing and Chief Sustainability Officer, Stephen G. Crawford. The Compensation Committee may consider changing target executive UPP compensation for 2023 based upon comparable pay for similar jobs at identified peer and other companies and for any executives who change responsibilities or positions during 2023.

After the end of 2023, in connection with the determination of the amount of the total UPP award pool available to the executive officers, the Chief Executive Officer will assess the other executives' individual performance against pre-established goals and expectations and recommend to the Compensation Committee the amounts of the individual payouts from the portion of the total UPP award pool allocated to the executive officers. Based on the Chief Executive Officer's assessment, the Compensation Committee will determine the UPP payouts to the executive officers for 2023 in early 2024. The Compensation Committee will review the CEO's performance against his individual financial, organizational, and strategic objectives and determine his payout for 2023 in early 2024. The UPP payouts, if any, to the CEO and other executive officers for 2023 will be disclosed in the Company's Proxy Statement for its 2024 Annual Meeting of Stockholders.

EX-10.30

Exhibit 10.30

CONFIDENTIAL RETIREMENT and SEPARATION AGREEMENT

This Confidential Retirement and Separation Agreement (the "Agreement") by and between Perry Stuckey ("Executive"), and Eastman Chemical Company (the "Company") is made effective as of the eighth (8th) day following the date Executive signs this Agreement, if not revoked in accordance with Section 5 below (the "Effective Date"), with reference to the following facts:

A.Executiveisorwasemployed bytheCompany asaSeniorVicePresident andChief Human Resources Officer;

B.Executivehas been a participantin the following Companyincentive,equityor retirement plans (collectively the"Incentive Plans"):

1.TheEastmanUnitPerformancePlan,amendedandrestatedeffectiveDecember5, 2012

("UPP"),

2.The2012 Omnibus Stock Compensation Plan (the"2012 Plan"), 2017 Omnibus Stock CompensationPlan(the"2017 Plan"), and2021OmnibusStockCompensation Plan(the "2021 Plan")(each an"Equity Plan"and,collectively, the"Equity Plans"),

3.TheEastman Excess Retirement Income Plan (Dec. 31, 2008) and the Amended and RestatedEastman UnfundedRetirement IncomePlan(Dec.31,2008)(collectively the "Retirement Plans"), and

4.TheEastmanAmendedandRestatedEastmanExecutiveDeferredCompensationPlan (Dec. 1,2014) (the"Deferred Compensation Plan");

C.Executive's employmentwith theCompany and status as an employee of the Company andeachofitsaffiliatesended orwillendeffectiveJanuary 1,2023(the"Separation Date"); and

D.Executive and the Company want toend their relationship amicably, resolve any disputes and uncertainties as tothe parties' rights and obligations, including, without limitation, all amounts dueandowingtotheExecutive andExecutive's rights undertheUPP,theEquity Plans,the Retirement Plans and theDeferred Compensation Plan and any other agreements or plans.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1.Retirement and Separation Date.Executive has elected to retire from employment withtheCompanyeffectiveontheSeparation Date.Executiveacknowledges andagrees that Executive's status asan employee and/or an officer of theCompany and its affiliates ended effective as of the Separation Date.

2.FinalPaycheck;PaymentofAccruedWagesandExpenses. TheCompany has paid, or as soon asadministratively practicable will pay,Executive all accrued but unpaid base salary earned through theSeparation Date,subject tostandard payroll deductions and withholdings. TheCompany also has reimbursed, oras soon as administrativelypracticable will reimburse, Executive for all outstanding business expenses incurred through the Separation Date that are consistent with the Company's policies, subject to the Company's requirements with respect to reporting and documenting such expenses. Executive shall be entitled to

Exhibit 10.30

amounts under the Retirement Plans and the Deferred Compensation Plan to the extent provided in each such plan pursuant to its terms. Executive is entitled to these benefits and payments regardless of whether Executive executes or revokes this Agreement.

3.Separation Benefits. Without admission of any liability, fact or claim, and subject to this Agreement becoming effective and irrevocable within thirty days following the Separation Date and Executive's continued compliance with the terms and conditions of this Agreement, the Company hereby agrees to provide Executive the separation benefits (the "Separation Benefits") on the terms set forth below:

(a)Consulting Agreement. The Company will engage Executive as an independent contractor consultant during the period commencing on the day after the Separation Date and ending on the earliest of (i) the six month anniversary of the Separation Date, (ii) the date Executive takes any action that constitutes "Cause" under the 2021 Plan or (iii) the date Executive voluntarily ceases to provide consulting services under the Consulting Agreement attached as Exhibit A hereto (the "Consulting Period"). The Parties acknowledge and agree that during the Consulting Period, Executive shall not be entitled to the vesting of any of Executive's outstanding equity awards based on Executive's consulting services.

(b)Continued Base Salary. During the period commencing on the Separation Date and ending on the 12-month anniversary of the Separation Date, the Company shall continue to pay Executive's base salary, at a rate of $600,000 per year for a total of $600,000, such amount to be paid, less required tax withholding and authorized deductions, in accordance with the Company's standard payroll procedures, with the first installment payable on the first payroll date that is at least five days following the Effective Date and inclusive of any installments that would have been paid prior thereto had the Effective Date been the Separation Date.

(c)Healthcare Continuation Coverage. If Executive timely elects to receive continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall directly pay or reimburse (at Company's option) the COBRA premiums for Executive and Executive's covered dependents through the earlier of (i) the 12-month anniversary of the Separation Date or (ii) the date on which Executive and/or Executive's covered dependents, if any, become eligible for healthcare coverage under another employer's plan(s) (the "COBRA Payments"); provided, that after the Company ceases to directly pay or reimburse premiums pursuant to this Section), Executive may, if eligible, elect to continue healthcare coverage at Executive's expense in accordance with the provisions of COBRA. If the Company determines in its sole discretion that it cannot provide the COBRA Payments without potentially violating applicable law, the Company will instead provide Executive with a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive's group health coverage in effect on the Separation Date. Executive acknowledges that Executive shall be solely responsible for all matters relating to Executive's continuation of coverage pursuant to COBRA, including, without limitation, Executive's election of such coverage.

(d)Unit Performance Plan Bonus. The Company will pay Executive an amount equal to $510,000, which is 100% of Executive's target award under the UPP for the 2022 Performance Year (the "UPP Bonus"). The Company will pay the UPP Bonus at the same time such bonuses are paid to other similarly situated employees.

Exhibit 10.30

(e)Qualified Termination. The Company will treat Executive's termination of employment hereunder as a Qualifying Termination (as defined in the Equity Plans) as of the Separation Date, and, as a result of such Qualifying Termination, Executive shall be entitled to the following:

(i)Each outstanding option to purchase Company common stock granted under an Equity Plan that is held by Executive that is vested and exercisable as of the Separation Date shall remain outstanding and exercisable through theearliest of thedateexercised, thefifth anniversaryof theSeparation Dateorthe original expiration date thereof;

(ii)The vesting of each outstanding award of restricted stock units ("RSUs") granted under an Equity Plan that is held by Executive asof the Separation Dateshall accelerate astothat number of RSUs calculated by subtracting the number of RSUs under such award that vested prior totheSeparation Datefrom theproduct obtained by multiplying the number of RSUs originally subject tothe awardtimesafraction,thenumeratorof whichisthenumberoffullmonthsExecutive wasemployed between thedateof grant of theaward and theSeparation Dateandthe denominator is 36 (such fraction, the"Pro-Ration Factor"), rounded down to the nearest whole RSU; and

(iii)A number of performance shares underlying each performance shareaward granted underanEquityPlan thatisheldbyExecutive asof theSeparation Datecalculated by multiplyingthetotalnumberof performanceshares underlying theaward times thePro-Ration Factor applicable tosuch award, rounded downtothenearest wholeperformance share,shall remain outstandingandeligibleto vest upon certification of achievementof therelated performance goals at thesame time, and to thesame extent as, related performance shares held by active Company executives, and any performance shares that do not vest as of such date shall thereupon terminate for no consideration.

Each award of RSUs that is unvested and each performance share that is not eligible to vest, in each case, after giving effect to the preceding sentence, shall automatically terminate on the Separation Date for no consideration.

(f)Sufficient Consideration. Executive acknowledges and agrees that the payments referenced in this Section 3 constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement.

(g)Taxes and Withholding. The Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsibleforallapplicabletaxes withrespecttosuchSeparation Benefitsunderapplicable law.Executive acknowledge that Executive is not relying upon advice orrepresentation of the Company with respect tothe tax treatment of any of theSeparation Benefits.

(h)Section 409A.This Agreement is intended to beexempt from or comply withSection 409A of theInternal Revenue Code of 1986, as amended (Section 409A), including theexceptions thereto, and shall beconstrued and administered in accordance with such intent. Notwithstandingany other provision of this Agreement, payments

Exhibit 10.30

provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination constitutes a "separation from service" under Section 409A.

(i)Clawback. All compensation or benefits that Executive receives under the UPP, the Retirement Plans, the Equity Plans and the Deferred Compensation Plan remain subject to clawback under the Eastman Chemical Company Executive Incentive Pay Clawback Policy or as otherwise required by applicable law.

4.Full Payment. Executive acknowledges that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of Executive's employment with the Company and the termination thereof. Executive further acknowledges that, other than the UPP and Incentive Plans, this Agreement shall supersede each agreement entered into between Executive and the Company regarding Executive's employment, including, without limitation, any offer letter, employment agreement, bonus plan or arrangement, any severance and/or any change in control agreement, and each such agreement shall be deemed terminated and of no further effect as of the Effective Date.

5.Release of Claims. Executive understands that by agreeing to this Agreement, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.

(a)General Release. On behalf of Executive and Executive's heirs and assigns, Executive hereby releases and forever discharges the "Releasees" hereunder, consisting of the Company and its owners, affiliates, divisions, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called "Claims"), which Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date Executive executes this Agreement, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to Executive's hire, employment, remuneration or resignation by the Releasees, or any of them, including Claims arising under federal, state, or local laws relating to employment, Claims of any kind that may be brought in any court or administrative agency, any Claims arising under the Age Discrimination inEmploymentAct ("ADEA"), 29 U.S.C.§ 621,et seq.; Title VIIof the Civil Rights Act of 1964, as amended by theCivil Rights Act of 1991, 42U.S.C. § 2000et seq.;theEqual Pay Act, 29U.S.C.§ 206(d); theCivil Rights Act of 1866, 42U.S.C.§ 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000 et seq.; the False

Exhibit 10.30

Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sarbanes-Oxley Act of 2002; Tennessee Human Rights Act (Section 4-21-101 et seq. of the Tennessee Code), the Tennessee Whistleblower statute (Section 50-1-304 of the Tennessee Code), the Tennessee wage and/or equal pay law (Section 50-2-201 of the Tennessee Code); the Tennessee plant closing statue (Section 50-1- 601 of the Tennessee Code) and any other applicable Tennessee Code (including, but not limited to, Sections 4-21-408, 8-50-103, 50-3-103, 50-3-2001 of the Tennessee Code); Claims for breach of contract; Claims arising in t01t, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees.

(b)ADEA Release. In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following:

(i)ThisAgreementiswritteninamannercalculated tobe understood by Executive.

(ii)Thewaiverandreleaseofclaims undertheADEAcontained in this Agreement does notcover rights orclaims that may ariseafter thedate on which Executive signs this Agreement.

(iii)ThisAgreementprovidesforconsiderationinadditionto anything of value to which Executive is already entitled.

(iv)Executivehasbeenadvised toconsultanattorneybefore signing this Agreement.

(v)Executive has been given at least twenty-one (21) days to consider this Agreement, although Executive is free to sign it earlier. Executive also acknowledges and agrees that any changes to this Agreement, material or otherwise, will not restart the 21 day consideration period;

(vi)Executive has seven (7) days after signing this Agreement to revoke it, and Executive will not receive the benefits set forth in Section 3 hereof unless and until such seven (7) day period has expired. If Executive wishes to revoke this Agreement, Executive must deliver notice of Executive's revocation in writing to Kellye Walker, Executive Vice President and Chief Legal Officer at kellye.walker@eastman.com, received no later than 5:00 p.m. on the seventh (7th) day following Executive's execution of this Agreement.

(c)Release of Known and Unknown Claims. Executive understands and agrees that the Claims released in this Section include not only Claims presently known to Executive, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the released Claims. Executive understands that Executive may hereafter discover facts different from what

Exhibit 10.30

Executive now believes to be true, which if known, could have materially affected this Agreement, but Executive nevertheless waives any claims or rights based on different or additional facts.

(d)Excluded Claims. Executive represents and covenants that Executive has not filed, initiated or caused to be filed or initiated, any Claim, charge, suit, complaint, grievance, action or cause of action against the Company or any of the Released Parties. Executive further acknowledges that Executive does not have any injury for which Executive would be entitled to workers' compensation benefits other than an injury that is already the subject of a pending workers' compensation claim. Except to the extent that such waiver is precluded by law, Executive further promises and agrees that Executive will not file, initiate, or cause to be filed or initiated any Claim, charge, suit, complaint, grievance, action, or cause of action based upon, arising out of, or relating to any Claim, demand, or cause of action released herein, nor shall Executive participate, assist or cooperate in any Claim, charge, suit, complaint, grievance, action or proceeding regarding any of the Released Parties, whether before a court or administrative agency or otherwise, unless required to do so by law. Furthermore, this Agreement will not prevent the Executive from: (a) filing a charge with the Equal Employment Opp01tunity Commission, the California Civil Rights Department (or any other similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that Executive acknowledges and agrees that any Claims by Executive, or brought on Executive's behalf, for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be and hereby are barred, or (b) from challenging the effectiveness of the release contained in this agreement as to claims under the ADEA.

6.No Assignment by Executive. Executive warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. In the event of Executive's death, this Agreement shall inure to the benefit of Executive and Executive's executors, administrators, heirs, distributees, devisees, and legatees. None of Executive's rights or obligations may be assigned or transferred by Executive, other than Executive's rights to payments hereunder, which may be transferred only upon Executive's death by will or operation of law.

7.Confidentiality of Agreement. Executive agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement (including the Consulting Agreement), and the consideration for this Agreement ( "Separation Information"). Except as required by law, Executive may disclose Separation Information only to Executive's immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Executive's attorney(s), and Executive's accountant and any professional tax advisor to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Executive agrees that Executive will not publicize, directly or indirectly, any Separation Information.

8.Non-Disparagement. Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. Executive agrees to refrain from making, either directly or indirectly, any negative, damaging or otherwise disparaging communications concerning the Company or its services to any of the clients

Exhibit 10.30

of the Company. Executive shall direct any inquiries by potential future employers to William McLain, SVP and CFO, or the Chief Human Resources Officer, once named, who shall use best efforts to provide only the Executive's last position and dates of employment.

9.Cooperation. Executive shall reasonably cooperate with the Company and its counsel with respect to events or occurrences that transpired while Executive was employed by the Company, including with respect to any (a) internal investigations, (b) administrative, regulatory or judicial proceedings involving the Company, and (c) matters within the scope of Executive's duties and responsibilities to the Company or its affiliates during Executive's employment with the Company. Executive's duty of cooperation includes, without limitation, Executive (1) being available to the Company, its counsel and any third party investigators retained by the Company for interviews and factual investigations at the Company's reasonable request and at mutually convenient times, (2) appearing at the Company's reasonable request and at mutually convenient times to give testimony without requiring service of a subpoena or other legal process, and (3) providing access, at the Company's reasonable request and at mutually convenient times, to information and documents within Executive's possession or under Executive's control reasonably necessary for the Company to conduct its business or respond to any request for information and documents from any governmental authority, provided, however, that Executive's obligations under this Section shall be limited to the extent that any such cooperation otherwise would unduly interfere with Executive's then current personal or professional obligations or expose Executive to an increased probability of civil or criminal litigation, and provided further that Executive shall not be required hereby to waive any legal rights or privileges, disclose any information that would violate any attorney-client privilege or work product protections, or violate any fiduciary duty or ethical obligation to any third party. The Company shall advance to or reimburse Executive for preapproved out of pocket expenses incurred by Executive in conjunction with Executive's cooperation under this Section, including, without limitation, related attorneys' fees and costs. To avoid doubt, Executive's obligations under this Section 9 will survive the end of the Consulting Period under the Consulting Agreement.

10.No Encouragement. Executive agrees that Executive will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so. Executive agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Executive shall state no more than that Executive cannot provide counsel or assistance.

11.Confidential Information and Company Inventions.

(a)Non-Disclosure Obligations. Executive agrees that any proprietary, nonpublic information and data obtained by Executive while employed by the Company or any predecessor thereof concerning the business or affairs of the Company or any of its subsidiaries or affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the "Confidential Information") is and shall remain the prope1ty of the Company. Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, unless the disclosure is made in response to a valid order of a court or other governmental body, or as otherwise

Exhibit 10.30

required by law; provided that, in such case, Executive must provide the Company prompt advance notice of such disclosure and cooperate with its efforts to object to or limit the disclosure. The term Confidential Information shall not apply to: (i) information that is or becomes public knowledge other than through the fault of Executive; (ii) information that is received by Executive from a third party that was under no obligation to keep the information confidential; (iii) information that Executive can show was in Executive's possession prior to the date of disclosure by Company or its predecessor to Executive of the Confidential Information in question; or (iv) information that is lawfully and individually developed by Executive outside the scope of employment with Company or its predecessor, and which Executive can show by written or other tangible evidence was so independently developed.

(b)Protected Rights. Notwithstanding the foregoing, nothing in this Agreement will be construed to prohibit Executive from filing a charge with, reporting possible violations to, or participating or cooperating with any governmental agency or entity, including but not limited to the EEOC, the Department of Justice, the Securities and Exchange Commission, Congress, or making other disclosures that are protected under the whistleblower, anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation. Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for rep01ting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

(c)Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, internally developed software, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's or any of its subsidiaries' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company or any of its subsidiaries, whether before or after the date of this Agreement ("Work Product"), belong to the Company or such subsidiary, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company or such subsidiary.

(d)Express Condition. Executive acknowledges and agrees that Executive's receipt of the Separation Benefits is expressly conditioned on Executive's compliance and continued compliance with this Section.

12.Entire Agreement; Execution. This Agreement, collectively with the Consulting Agreement and the Incentive Plans, comprises the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other

Exhibit 10.30

agreements between Executive and the Company with regard to the subject matter hereof. Executive acknowledges that there are no other agreements, written, oral or implied, and that Executive may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing signed by Executive and the CEO of Company or the CEO's authorized delegate). This Agreement may be executed in separate counterparts and by facsimile or electronic signature, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

13.Company Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives.

14.Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Tennessee or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions other than those of the State of Tennessee.

15.Voluntary Execution of Agreement. Executive understands and agrees that Executive has executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive's claims (except as otherwise expressly provided herein) against the Company and any of the other Releasees. Executive acknowledges that: (a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.

		EXECUTIVE
DATED: Dec 19, 2022
		Perry Stuckey
		EASTMAN CHEMICAL
DATED: Dec 19, 2022
	By:
	Name:	William T. McLain, Jr.
	Title:	SVP & CFO

Exhibit 10.30

EXHIBIT A

CONSULTING AGREEMENT

Eastman Chemical Company

P.O. Box 511

100 North Eastman Road

Kingsport, TN 37662-5075

December 19, 2022

Mr. Perry Stuckey

2214 Sawyers Pond Drive

Johnson City, TN 37604

Dear Perry:

In connection with your retirement from Eastman Chemical Company (the "Company") on December 31, 2022, and in accordance with Section 3(a) of the Confidential Retirement and Separation Agreement between you and the Company (the "Retirement Agreement"), this letter agreement (the "Consulting Agreement") sets forth the terms and conditions of your engagement with the Company as an independent contractor. Except as specifically provided below, capitalized terms have the same definitions as in the Retirement Agreement.

Accordingly, you and the Company agree as follows:

1.Consulting Period

Provided you have signed, not revoked, and are in compliance with the Retirement Agreement, this Consulting Agreement shall commence on January 1, 2023 and shall end on the earliest of (a) the six month anniversary thereof, (b) the date you take any action that constitutes "Cause" under the 2021 Plan, or (c) the date you voluntarily cease to provide consulting services under the Consulting Agreement (the "Consulting Period"); provided, however, that we may mutually agree to extend this arrangement for an additional period of time, subject to the same terms set forth herein. Your cooperation obligations under Section 9 of the Retirement Agreement will survive the termination of this Consulting Agreement.

2.Duties

You will provide transitional services and assistance as requested by the Company (the "Services"), which may include your cooperation obligations under Section 9 of the Retirement Agreement. You will report to the Chief Executive Officer of the Company or the CEO's authorized delegate regarding work assignments and requests.

3.Compensation and Expenses:

The Company will pay you a flat fee of twenty thousand dollars ($20,000) per month for the Services, for a total of no more than one hundred and twenty thousand dollars ($120,000).

Except as provided in the Retirement Agreement, you will not be entitled to continue vesting in any equity awards based on services under this Consulting Agreement.

Exhibit 10.30

Page 2

You will be responsible for your own expenses, except as expressly approved in advance by the Company. The Company does not expect you to travel in connection with the Services. If, however, the Company does require you to travel by air, the Company will reimburse you for reasonable costs to fly business class. You must receive prior written approval for any travel expenses and you must provide required receipts and other documents to receive reimbursement for such travel.

You agree to submit an invoice to the Company, in a form provided by or acceptable to the Company, requesting (a) payment for that month of service and (b) reimbursement for pre approved expenses incurred in that month. The Company processes invoices on the first and fifteenth calendar day of each month. The Company will pay any approved invoice amounts on the first processing date after it is received, provided that it is received at least seven calendar days before that processing date. Otherwise, the Company will pay any approved invoice amounts on the next processing date.

You acknowledge and agree that you are obligated to treat as income all compensation that you receive pursuant to this Consulting Agreement. The Company will report the amounts paid hereunder to the taxing authorities and to you on Form 1099-NEC. As an independent contractor, you agree it is your responsibility to satisfy all state and federal income and self employment taxes and other applicable taxes that may arise from your supplying of the Services.

4.Contract Conditions:

You will perform the Services as an independent contractor to the Company. Nothing in this Consulting Agreement shall in any way be construed to make you an agent, employee or representative of the Company. Without limiting the generality of the foregoing, you are not authorized to bind the Company to any liability or obligation or to represent that you have any such authority. You agree to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Consulting Agreement and shall incur all expenses associated with performance, except as expressly provided herein.

You will receive no Company-sponsored benefits from the Company other than as provided under the Retirement Agreement.

Your obligations under Section 11 of the Retirement Agreement will apply to any Confidential Information or Work Product that you receive or develop during the Consulting Period.

This Consulting Agreement is confidential and neither it or its terms shall be disclosed.

5.Miscellaneous

This Consulting Agreement, including the Retirement Agreement (and any agreements incorporated by reference therein), constitutes the entire agreement and understanding between you and the Company regarding its subject matter, and supersedes all prior written and oral agreements, discussions, or representations between the Parties. You represent and warrant that you are not relying on any statement or representation not contained herein. If any terms of this Consulting Agreement conflict with the Retirement Agreement, then the terms of the Retirement Agreement shall control.

Exhibit 10.30

Page 3

This Consulting Agreement shall be governed by the laws of the State of Tennessee.

This Consulting Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.

Please acknowledge your acceptance by signing and returning it to me along with an executed copy of the Retirement Agreement.

Sincerely,

William T. McLain, Jr.

Senior Vice President, Cheif Financial Officer

Eastman Chemical Company

ACCEPTED:		12/19/2022
	Perry Stuckey	Date

EX-21.01

Exhibit 21.01

EASTMAN CHEMICAL COMPANY SUBSIDIARIES

NAME OF SUBSIDIARY            JURISDICTION OF INCORPORATION OR ORGANIZATION

3F Feed and Food, S.L.U.	Spain
Accoya USA, LLC	Delaware
CP Films Vertriebs GmbH	Germany
Crown Operations International, LLC	Delaware
Eastman Acetyls, LLC	Delaware
Eastman Adhesives Holding B.V.	Netherlands
Eastman Belgium Finance BV	Belgium
Eastman Chemical (Barbados) SRL	Barbados
Eastman Chemical (China) Co., Ltd.	China
Eastman Chemical (China) Co., Ltd. - Guangzhou Branch	China
Eastman Chemical (Malaysia) Sdn. Bhd.	Malaysia
Eastman Chemical (Nanjing) Co., Ltd.	China
Eastman Chemical (PPU) Pte. Ltd.	Singapore
Eastman Chemical Adhesives (Hong Kong) Limited	Hong Kong
Eastman Chemical Advanced Materials B.V.	Netherlands
Eastman Chemical AMI GmbH	Switzerland
Eastman Chemical AMI LLC	Switzerland
Eastman Chemical AP Holdings B.V.	Netherlands
Eastman Chemical Argentina S.R.L.	Argentina
Eastman Chemical Australia Pty LTD - New Zealand Branch	New Zealand
Eastman Chemical Australia Pty. Ltd.	Australia
Eastman Chemical B.V.	Netherlands
Eastman Chemical B.V. - Czech Republic Representative Office	Czech Republic
Eastman Chemical B.V. - Denmark Branch	Denmark
Eastman Chemical B.V. - Hungarian Commercial Representative Office	Hungary
Eastman Chemical B.V. - Poland Representative Office	Poland
Eastman Chemical B.V. - South Africa Representative Office	South Africa
Eastman Chemical B.V., The Hague, Zug Branch	Switzerland
Eastman Chemical Barcelona, S.L.	Spain
Eastman Chemical Canada, Inc.	Ontario
Eastman Chemical Company Investments, Inc.	Delaware
Eastman Chemical de Chile SpA	Chile
Eastman Chemical do Brasil Ltda.	Brazil
Eastman Chemical EMEA B.V.	Netherlands
Eastman Chemical Europe S A R L (Branch)	United Arab Emirates
Eastman Chemical Europe S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Fibers IP GmbH	Switzerland
Eastman Chemical Fibers IP LLC	Tennessee
Eastman Chemical Finance CN S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Finance EUR S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Finance GBP S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Finance SGD S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Finance USD S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Financial Corporation	Delaware
Eastman Chemical GDL S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Germany Holdings GmbH & Co. KG	Germany

Exhibit 21.01

Eastman Chemical Germany Management GmbH & Co. KG	Germany
Eastman Chemical Germany Verwaltungs-GmbH	Germany
Eastman Chemical Global Holdings S A R L (Branch)	United Arab Emirates
Eastman Chemical Global Holdings S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical GmbH	Germany
Eastman Chemical HK Limited	Hong Kong
Eastman Chemical Holdings do Brasil Ltda.	Brazil
Eastman Chemical Hong Kong B.V.	Netherlands
Eastman Chemical HTF GmbH	Germany
Eastman Chemical Iberica, S.L.	Spain
Eastman Chemical India Private Limited	India
Eastman Chemical Intermediates (Hong Kong) Limited	Hong Kong
Eastman Chemical International GmbH	Switzerland
Eastman Chemical International Holdings B.V.	Netherlands
Eastman Chemical Japan Ltd.	Japan
Eastman Chemical Korea B.V.	Netherlands
Eastman Chemical Korea, Ltd.	Korea (the Republic of)
Eastman Chemical Latin America, Inc.	Delaware
Eastman Chemical Ltd.	New York
Eastman Chemical Ltd. - Australia Branch	Australia
Eastman Chemical Ltd. - Singapore Branch	Singapore
Eastman Chemical Ltd. - Taiwan Branch	Taiwan (Province of China)
Eastman Chemical Luxembourg 3 S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Luxembourg Finance S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Luxembourg Holdings 1 S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Luxembourg Holdings LLC	Delaware
Eastman Chemical Luxembourg Holdings S.a.r.l.	Grand Duchy of Luxembourg
Eastman Chemical Malaysia B.V.	Netherlands
Eastman Chemical Netherlands Limited	United Kingdom
Eastman Chemical Products Singapore Pte. Ltd.	Singapore
Eastman Chemical Regional UK	England
Eastman Chemical Resins, Inc.	Delaware
Eastman Chemical Singapore Pte. Ltd.	Singapore
Eastman Chemical Switzerland GmbH	Switzerland
Eastman Chemical Switzerland LLC	Switzerland
Eastman Chemical Technology BV	Belgium
Eastman Chemical Texas City, Inc.	Delaware
Eastman Chemical Uruapan, S.A. de C.V.	Mexico
Eastman Chemical US Finance LLC	Delaware
Eastman Chemical Workington Limited	England
Eastman Chemical, Asia Pacific Pte. Ltd.	Singapore
Eastman Chemical, Asia Pacific Pte. Ltd. - Vietnam Representative Office	Viet Nam
Eastman Chemical, Europe, Middle East and Africa LLC	Delaware
Eastman Circular Solutions France SARL	France
Eastman Circular Ventures, LLC	Delaware
Eastman Cogen Management L.L.C.	Texas
Eastman Cogeneration L.P.	Texas
Eastman Company UK Limited	England

Exhibit 21.01

Eastman de Argentina S.R.L.	Argentina
Eastman Europe B.V.	Netherlands
Eastman Fibers Korea Limited	Korea (the Democratic People's Republic of)
Eastman Fibers Singapore Pte. Ltd.	Singapore
Eastman Foundation	Tennessee
Eastman France SARL	France
Eastman Global Holdings, Inc.	Delaware
Eastman Interlayers (M) SDN BHD	Malaysia
Eastman International Holdings, LLC	Delaware
Eastman International Management Company	Tennessee
Eastman Italia S.r.l.	Italy
Eastman Kimya Sanayi ve Ticaret Limited Sirketi	Turkey
Eastman LAR Distribucion, S. de R.L. de C.V.	Mexico
Eastman Mazzucchelli Hong Kong Limited	Hong Kong
Eastman Mazzucchelli Plastics (Shenzhen) Company Limited	China
Eastman MFG Japan Ltd.	Japan
Eastman Middelburg Holding B.V.	Netherlands
Eastman OneSource, LLC	Delaware
Eastman Opportunity Zone Holding Corporation	Delaware
Eastman Performance Films Canada, Inc.	British Columbia
Eastman Performance Films, LLC	Delaware
Eastman Shuangwei Fibers Company Limited	China
Eastman Spain L.L.C.	Delaware
Eastman Specialties Corporation	Delaware
Eastman Specialties Holdings Corporation	Delaware
Eastman Specialties OU	Estonia
Eastman Specialties S.a.r.l.	Grand Duchy of Luxembourg
Eastman Specialties Wuhan Youji Chemical Co., Ltd	China
Eastman Verwaltungs- und Beteiligungsgesellschaft mbH	Germany
Ecuataminco S.A.	Ecuador
HDK Industries, Inc.	Tennessee
Holston Defense Corporation	Virginia
Huper Optik International Pte. Ltd.	Singapore
Kingsport Hotel, L.L.C.	Tennessee
Knowlton Technologies, LLC	Delaware
Monchem International LLC	Delaware
Mustang Pipeline Company	Texas
Novomatrix International Trading (Shanghai) Co. Ltd.	China
Novomatrix, Inc.	Delaware
Qilu Eastman Specialty Chemicals, Ltd.	China
S E Investment LLC	Delaware
Sakra Hyco Pte. Ltd.	Singapore
Sakra Island Carbon Dioxide Pte Ltd	Singapore
Solutia (Thailand) Ltd.	Thailand
Solutia Brasil Ltda.	Brazil
Solutia Canada Inc.	Ontario
Solutia Chemicals India Private Limited	India

Exhibit 21.01

Solutia Chemicals India Private Limited - Branch	Singapore
Solutia Deutschland GmbH	Germany
Solutia Europe BV	Belgium
Solutia Europe BV - Portugal Representative Office	Portugal
Solutia Europe BV - Russia Representative Office	Russian Federation
Solutia Greater China, LLC	Delaware
Solutia Hong Kong Limited	Hong Kong
Solutia Inc.	Delaware
Solutia International Trading (Shanghai) Co., Ltd.	China
Solutia Performance Products (Suzhou) Co., Ltd.	China
Solutia Performance Products Solutions, Ltd	Mauritius
Solutia Singapore Pte. Ltd.	Singapore
Solutia Therminol Co., Ltd. Suzhou	China
Solutia Tlaxcala, S.A. de C.V.	Mexico
Solutia UK Holdings Limited	United Kingdom
Solutia UK Investments Limited	United Kingdom
Solutia UK Limited	United Kingdom
Solutia Venezuela, S.R.L.	Venezuela
Southwall Europe GmbH	Germany
Southwall Insulating Glass, LLC	Delaware
Southwall Technologies Inc.	Delaware
St. Gabriel CC Company, LLC	Delaware
SunTek UK Limited	United Kingdom
Taminco BV	Belgium
Taminco BV - The Philippines	Philippines
Taminco Choline Chloride (Shanghai) Co., Ltd.	China
Taminco Corporation	Delaware
Taminco de Guatemala, S.A.	Guatemala
Taminco do Brasil Comercio de Aminas Ltda.	Brazil
Taminco do Brasil Produtos Quimicos Ltda.	Brazil
Taminco Finland Oy	Finland
Taminco Germany GmbH	Germany
Taminco Global Chemical LLC	Delaware
Taminco Group BV	Belgium
Taminco Group Holdings S.a.r.l.	Grand Duchy of Luxembourg
Taminco Holding Netherlands B.V.	Netherlands
Taminco Intermediate LLC	Delaware
Taminco Limitada	Costa Rica
Taminco Uruguay S.A.	Uruguay
Taminco US LLC	Delaware
TX Energy, LLC	Delaware
V-Kool International Pte. Ltd.	Singapore
Yixing Taminco Feed Additives Co., Ltd.	China

EX-23.01

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-264126) and in the Registration Statement on Form S-3 (No. 333-257008) of Eastman Chemical Company of our report dated February 15, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 15, 2023

EX-31.01

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 Annual Report on Form 10-K 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:  February 15, 2023

/s/ Mark J. Costa

Mark J. Costa

Chief Executive Officer

EX-31.02

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 Annual Report on Form 10-K 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:  February 15, 2023

/s/ William T. McLain, Jr.

William T. McLain, Jr.

Senior Vice President and Chief Financial Officer

EX-32.01

Exhibit 32.01

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES

Section 1350 Certifications

In connection with the Annual Report of Eastman Chemical Company (the "Company") on Form 10-K for the period ending December 31, 2022, 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.

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:  February 15, 2023

/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.

EX-32.02

Exhibit 32.02

EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES

Section 1350 Certifications

In connection with the Annual Report of Eastman Chemical Company (the "Company") on Form 10-K for the period ending December 31, 2022, 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.

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:  February 15, 2023

/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.

EX-99.01

Exhibit 99.01

EX-99.02

Exhibit 99.02

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	1-12626
Entity Registrant Name	EASTMAN CHEMICAL CO
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1539359
Entity Address, Address Line One	200 South Wilcox Drive
Entity Address, City or Town	Kingsport
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37662
City Area Code	423
Local Phone Number	229-2000
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float | $	$ 10,606,797,152
Entity Common Stock, Shares Outstanding (in shares) | shares	118,796,867
Documents Incorporated by Reference	Portions of the registrant's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K (this "Annual Report") as indicated herein.
Entity Central Index Key	0000915389
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Charlotte, North Carolina
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EMN
Security Exchange Name	NYSE
1.50% notes due May 2023 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.50% Notes Due 2023
Trading Symbol	EMN23
Security Exchange Name	NYSE
1.875% notes due November 2026 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.875% Notes Due 2026
Trading Symbol	EMN26
Security Exchange Name	NYSE

XML

CONSOLIDATED STATEMENTS OF EARNINGS, COMPREHENSIVE INCOME AND RETAINED EARNINGS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Sales	$ 10,580	$ 10,476	$ 8,473
Cost of sales	8,443	7,976	6,498
Gross profit	2,137	2,500	1,975
Selling, general and administrative expenses	726	795	654
Research and development expenses	264	254	226
Asset impairments and restructuring charges, net	52	47	227
Other components of post-employment (benefit) cost, net	(101)	(412)	119
Other (income) charges, net	(6)	(17)	8
Loss on divested businesses	43	552	0
Earnings before interest and taxes	1,159	1,281	741
Net interest expense	182	198	210
Early debt extinguishment costs	0	1	1
Earnings before income taxes	977	1,082	530
Provision for income taxes	181	215	41
Net earnings	796	867	489
Less: Net earnings attributable to noncontrolling interest	3	10	11
Net earnings attributable to Eastman	$ 793	$ 857	$ 478
Basic earnings per share attributable to Eastman
Basic earnings per share attributable to Eastman	$ 6.42	$ 6.35	$ 3.53
Diluted earnings per share attributable to Eastman
Diluted earnings per share attributable to Eastman	$ 6.35	$ 6.25	$ 3.50
Comprehensive Income
Net earnings including noncontrolling interest	$ 796	$ 867	$ 489
Other comprehensive income (loss), net of tax:
Change in cumulative translation adjustment	7	56	(29)
Defined benefit pension and other postretirement benefit plans [Abstract]
Prior service credit arising during the period	0	0	9
Amortization of unrecognized prior service credits included in net periodic costs	(27)	(28)	(28)
Derivatives and hedging [Abstract]
Unrealized gain (loss) during period	53	66	(34)
Reclassification adjustment for (gains) losses included in net income, net	(56)	(3)	23
Total other comprehensive income (loss), net of tax	(23)	91	(59)
Comprehensive income including noncontrolling interest	773	958	430
Less: Net earnings attributable to noncontrolling interest	3	10	11
Comprehensive income attributable to Eastman	770	948	419
Retained Earnings
Retained earnings at beginning of period	8,557	8,080	7,965
Net earnings attributable to Eastman	793	857	478
Cash dividends declared	(377)	(380)	(363)
Retained earnings at end of period	$ 8,973	$ 8,557	$ 8,080

XML

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 493	$ 459
Trade receivables, net of allowance for credit losses	957	1,091
Miscellaneous receivables	320	489
Inventories	1,894	1,504
Other current assets	114	96
Assets held for sale	0	1,007
Total current assets	3,778	4,646
Properties
Properties and equipment at cost	12,942	12,680
Less:  Accumulated depreciation	7,782	7,684
Net properties	5,160	4,996
Goodwill	3,664	3,641
Intangible assets, net of accumulated amortization	1,210	1,362
Other noncurrent assets	855	874
Total assets	14,667	15,519
Current liabilities
Payables and other current liabilities	2,125	2,133
Borrowings due within one year	1,126	747
Liabilities held for sale	0	91
Total current liabilities	3,251	2,971
Long-term borrowings	4,025	4,412
Deferred income tax liabilities	671	810
Post-employment obligations	628	811
Other long-term liabilities	856	727
Total liabilities	$ 9,431	$ 9,731
Common stock, shares issued (in shares)	222,348,557	221,809,309
Common Stock, Shares Authorized	350,000,000	350,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Stockholders' equity
Common stock ($0.01 par value per share – 350,000,000 shares authorized; shares issued – 222,348,557 and 221,809,309 for 2022 and 2021, respectively)	$ 2	$ 2
Additional paid-in capital	2,315	2,187
Retained earnings	8,973	8,557
Accumulated other comprehensive loss	(205)	(182)
Total stockholders' equity before treasury stock	$ 11,085	$ 10,564
Treasury stock at cost (in shares)	103,602,488	92,892,229
Less: Treasury stock at cost (103,602,488 and 92,892,229 shares for 2022 and 2021, respectively)	$ 5,932	$ 4,860
Total Eastman stockholders' equity	5,153	5,704
Noncontrolling interest	83	84
Total equity	5,236	5,788
Total liabilities and stockholders' equity	$ 14,667	$ 15,519

XML

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common stock, shares issued (in shares)	222,348,557	221,809,309
Treasury stock at cost (in shares)	103,602,488	92,892,229

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net earnings	$ 796	$ 867	$ 489
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	477	538	574
Mark-to-market pension and other postretirement benefit plans (gain) loss, net	19	(267)	240
Asset impairment charges	0	16	146
Early debt extinguishment costs	0	1	1
Loss on sale of assets	15	0	0
Loss on divested businesses	(43)	(552)	0
Provision for (benefit from) deferred income taxes	(136)	(38)	(111)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
(Increase) decrease in trade receivables	93	(281)	(31)
(Increase) decrease in inventories	(430)	(389)	291
Increase (decrease) in trade payables	60	554	(100)
Pension and other postretirement contributions (in excess of) less than expenses	(149)	(185)	(136)
Variable compensation payments (in excess of) less than expenses	(103)	162	87
Other items, net	290	89	5
Net cash provided by operating activities	975	1,619	1,455
Investing activities
Additions to properties and equipment	(611)	(555)	(383)
Proceeds from sale of businesses	998	667	0
Acquisitions, net of cash acquired	(1)	(114)	(1)
Additions to capitalized software	(13)	(23)	(13)
Other items, net	19	(4)	3
Net cash provided by (used in) investing activities	392	(29)	(394)
Financing activities
Net increase (decrease) in commercial paper and other borrowings	326	(50)	(121)
Proceeds from borrowings	500	0	249
Repayment of borrowings	(750)	(300)	(435)
Dividends paid to stockholders	(381)	(375)	(358)
Treasury stock purchases	(1,002)	(1,000)	(60)
Other items, net	(14)	35	21
Net cash used in financing activities	(1,321)	(1,690)	(704)
Effect of exchange rate changes on cash and cash equivalents	(12)	(5)	3
Net change in cash and cash equivalents	34	(105)	360
Cash and cash equivalents at beginning of period	459	564	204
Cash and cash equivalents at end of period	$ 493	$ 459	$ 564

XML

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation

The consolidated financial statements of Eastman Chemical Company ("Eastman" or the "Company") and subsidiaries are prepared in conformity with accounting principles generally accepted ("GAAP") in the United States and of necessity include some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The 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 in minority-owned companies 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 consolidated financial statements and accompanying footnotes to conform to current period presentation, including sales revenue, earnings before interest and taxes ("EBIT"), assets, depreciation and amortization expense, and capital expenditures related to the divested rubber additives product lines and related assets and technology and the adhesives resins business. See Note 20, "Segment and Regional Sales Information", for more information.

Recently Adopted Accounting Standards

Accounting Standards Update ("ASU") 2021-05 Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments: On January 1, 2022, Eastman adopted this update which is a part of the Financial Accounting Standards Board's ("FASB") post-implementation review of this Topic. The update provides that lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both: the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The adoption did not have a significant impact on the Company's financial statements and related disclosures.

ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance: On January 1, 2022, Eastman adopted prospectively this amendment which requires business entities that account for transactions with a government by applying a grant or contribution model by analogy (for example, a grant model within International Financial Reporting Standards) to provide annual disclosures about government assistance recorded during the period. The adoption did not have a significant impact on the Company's financial statements and related disclosures.

Accounting Standards Issued But Not Adopted as of December 31, 2022

ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: The FASB issued this update in October 2021, which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 Revenue from Contracts with Customers, as if it had originated the contracts. The update also provides certain practical expedients for acquirers and is applicable to all contract assets and liabilities within the scope of Topic 606. The expedients are as follows: "provides relief for contracts that have been previously modified before the acquisition date" and "relief for situations in which the acquirer does not have the appropriate data or expertise to analyze the historical periods in which the contract was entered into". This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Adoption is on a prospective basis to business combinations occurring on or after the initial application. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method: The FASB issued this update in March 2022. This ASU clarifies the guidance in Accounting Standards Codification ("ASC") 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 (released on August 28, 2017) that, among other things, established the "last-of-layer" method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renames that method the "portfolio layer" method and addresses feedback from stakeholders regarding its application. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures: The FASB issued this update in March 2022. This ASU updates the requirements for accounting for credit losses under ASC 326, eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310-40, and enhances creditors' disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial difficulty. This ASU also amends the guidance on "vintage disclosures" to require disclosure of gross write-offs by year of origination. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: The FASB issued this update in June 2022, which states that when measuring the fair value of an asset or a liability, a reporting entity should consider the characteristics of the asset or liability, including restrictions on the sale of the asset or liability, if a market participant also would take those characteristics into account. Key to that determination is the unit of account for the asset or liability being measured at fair value. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-04 Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations: The FASB issued this update in September 2022, which requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program. Required disclosures include information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Management is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and related disclosures.

ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848: The FASB issued this update in December 2022, which extends the temporary optional relief in accounting for the impact of reference rate reform under Topic 848 from December 31, 2022 to December 31, 2024. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. This update was effective immediately upon issuance, with no impact on the Company's financial statements and related disclosures.

Revenue Recognition

Eastman recognizes revenue when performance obligations of the sale are satisfied. Eastman sells to customers through master sales agreements or standalone purchase orders. The majority of the Company's terms of sale have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when control has been transferred to the customer, generally at the time of shipment of products.

Eastman accounts for shipping and handling as activities to fulfill the promise to transfer the good and does not allocate revenue to those activities. All related shipping and handling costs are recognized at the time of shipment. Amounts collected for sales or other similar taxes are presented net of the related tax expense rather than presenting them as additional revenue. The incremental cost of obtaining a sales contract is recognized as a selling expense when incurred given the potential amortization period for such an asset is one year or less. The possible existence of a significant financing component within a sales contract is ignored when the time between cash collection and performance is less than one year. Finally, the Company does not disclose any unfulfilled obligations as customer purchase order commitments have an original expected duration of one year or less and no consideration from customers is excluded from the transaction price.

The timing of Eastman's customer billings does not always match the timing of revenue recognition. When the Company is entitled to bill a customer in advance of the recognition of revenue, a contract liability is recognized. When the Company is not entitled to bill a customer until a period after the related recognition of revenue, a contract asset is recognized. Contract assets represent the Company's right to consideration for the exchange of goods under a contract but which are not yet billable to a customer for consignment inventory or pursuant to certain shipping terms. Contract liabilities were $18 million and $14 million as of December 31, 2022 and 2021, respectively, and are included as a part of "Payables and other current liabilities" and "Other long-term liabilities" in the Consolidated Statements of Financial Position. Contract assets were $93 million and $82 million as of December 31, 2022 and 2021, respectively, and are included as a component of "Miscellaneous receivables" in the Consolidated Statements of Financial Position.

For additional information, see Note 20, "Segment and Regional Sales Information".

Pension and Other Postretirement Benefits

Eastman maintains defined benefit pension and other postretirement benefits plans that provide eligible employees with retirement benefits. The estimated amounts of the costs and obligations related to these benefits reflect the Company's assumptions related to discount rates, expected return on plan assets, rate of compensation increase or decrease for employees, and health care cost trends. The estimated cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation.

Eastman's pension and other postretirement benefit plans costs consist of two elements: 1) ongoing costs recognized quarterly, which are comprised of service and interest costs, expected returns on plan assets, and amortization of prior service credits; and 2) mark-to-market ("MTM") gains and losses recognized annually, in the fourth quarter of each year, primarily resulting from changes in actuarial assumptions for discount rates and the differences between actual and expected returns on plan assets. Any interim remeasurements triggered by a curtailment, settlement, or significant plan changes are recognized in the quarter in which such remeasurement event occurs.

For additional information, see Note 11, "Retirement Plans".

Environmental Costs

Eastman recognizes environmental remediation costs when it is probable that the Company has incurred a liability at a contaminated site and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company recognizes the minimum undiscounted amount. This undiscounted amount reflects liabilities expected to be paid within approximately 30 years and 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 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, and chemical control regulations and testing requirements could result in higher or lower costs.

The Company also establishes reserves for closure and post-closure costs associated with the environmental and other assets it maintains. Environmental assets include but are not limited to waste management units, such as landfills, water treatment facilities, and surface impoundments. When these types of assets are constructed or installed, a loss contingency reserve is established for the anticipated future costs associated with the retirement or closure of the asset based on its expected life and the applicable regulatory closure requirements. The Company recognizes the asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The asset retirement obligations are discounted to expected present value and subsequently adjusted for changes in fair value. These future estimated costs are charged to earnings over the estimated useful life of the assets. If the Company changes its estimate of the environmental asset retirement obligation costs or its estimate of the useful lives of these assets, earnings will be impacted in the period the estimate is changed. The associated estimated asset retirement costs are capitalized as part of the carrying value of the long-lived assets and depreciated over their useful life and charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Environmental costs are capitalized if they extend the life of the related property, increase its capacity, or mitigate the possibility of future contamination. The cost of operating and maintaining environmental control facilities is charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings, as incurred.

For additional information see Note 13, "Environmental Matters and Asset Retirement Obligations".

Share-Based Compensation

Eastman recognizes compensation expense in "Selling, general and administrative expense" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for stock options and other share-based compensation awards based upon the grant-date fair value over the substantive vesting period. 

For additional information, see Note 18, "Share-Based Compensation Plans and Awards".

Restructuring of Operations

Eastman records restructuring charges for costs incurred in connection with consolidation of operations, exited business or product lines, or shutdowns of specific sites that are expected to be substantially completed within twelve months. These restructuring charges are recorded as incurred, and are associated with site closures, legal and environmental matters, demolition, contract terminations, obsolete inventory, or other costs and charges directly related to the restructuring. The Company records severance charges for employee separations when the separation is probable and reasonably estimable. In the event employees are required to perform future service, the Company records severance charges ratably over the remaining service period of those employees.

For additional information, see Note 16, "Asset Impairments and Restructuring Charges, Net".

Income Taxes

The provision for income taxes has been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of Eastman's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The recoverability of the Company's deferred tax assets are evaluated each quarter by assessing the likelihood of future profitability and available tax planning strategies that could be implemented to realize the Company's net deferred tax assets. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be indefinitely reinvested. The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and management judgment. Eastman's income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. The Company has evaluated these potential issues under the more-likely-than-not standard of the accounting literature. A tax position is recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized. Such judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. The Company accrues interest related to unrecognized income tax positions, which is included as a component of the income tax provision on the balance sheet. The accrued interest related to unrecognized income tax positions and taxes resulting from the global intangible low-tax income are recorded as a component of the income tax provision.

For additional information, see Note 8, "Income Taxes".

Cash and Cash Equivalents

Cash and cash equivalents include cash, time deposits, and readily marketable securities with original maturities of three months or less.

Fair Value Measurements

Eastman records recurring and non-recurring financial assets and liabilities as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Eastman maintains allowances for estimated credit losses, which are developed at a market, country, and region level based on risk of collection as well as current and forecasted economic conditions. The Company calculates the allowance based on an assessment of the risk when the accounts receivable is recognized. Write-offs are recorded at the time a customer receivable is deemed uncollectible. Allowance for credit losses was $15 million and $17 million as of December 31, 2022 and 2021, respectively. The Company does not enter into receivables of a long-term nature, also known as financing receivables, in the normal course of business.

Inventories

Inventories measured by the last-in, first-out ("LIFO") method are valued at the lower of cost or market and inventories measured by the first-in, first-out ("FIFO") method are valued at the lower of cost or net realizable value. Eastman determines the cost of most raw materials, work in process, and finished goods inventories in the United States and Switzerland by the LIFO method. The cost of all other inventories is determined by the average cost method, which approximates the FIFO method. The Company writes-down its inventories equal to the difference between the carrying value of inventory and the estimated market value or net realizable value based upon assumptions about future demand and market conditions.

For additional information, see Note 3, "Inventories".

Properties

Eastman records properties at cost. Maintenance and repairs are charged to earnings; replacements and betterments are capitalized. When Eastman retires or otherwise disposes of assets, it removes the cost of such assets and related accumulated depreciation from the accounts. The Company records any profit or loss on retirement or other disposition in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. Asset impairments are reflected as increases in accumulated depreciation for properties that have been placed in service. In instances when an asset has not been placed in service and is impaired, the associated costs are removed from the appropriate property accounts.

For additional information, see Note 4, "Properties and Accumulated Depreciation".

Depreciation and Amortization

Depreciation expense is calculated based on historical cost and the estimated useful lives of the assets, generally using the straight-line method. Estimated useful lives for buildings and building equipment generally range from 20 to 50 years. Estimated useful lives generally ranging from 3 to 33 years are applied to machinery and equipment in the following categories: computer software (3 to 5 years); office furniture and fixtures and computer equipment (5 to 10 years); vehicles, railcars, and general machinery and equipment (5 to 20 years); and manufacturing-related improvements (20 to 33 years). Accelerated depreciation is reported when the estimated useful life is shortened and continues to be reported in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 4, "Properties and Accumulated Depreciation".

Amortization expense for definite-lived intangible assets is generally determined using a straight-line method over the estimated useful life of the asset. Amortization expense is reported in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 5, "Goodwill and Other Intangible Assets".

Impairment of Long-Lived Assets

Definite-lived Assets

Properties and equipment and definite-lived intangible assets to be held and used by Eastman are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of properties and equipment and the review of definite-lived intangible assets is performed at the asset group level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the carrying amount is not considered to be recoverable, an analysis of fair value is triggered. An impairment is recognized for the excess of the carrying amount of the asset over the fair value.

Goodwill

Goodwill is an asset determined as the residual of the purchase price over the fair value of identified assets and liabilities

acquired in a business combination. Eastman conducts testing of goodwill for impairment annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The testing of goodwill is performed at the "reporting unit" level which the Company has determined to be its "components". Components are defined as an operating segment or one level below an operating segment, and in order to be a reporting unit, the component must 1) be a "business" as defined by applicable accounting standards (an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to the investors or other owners, members, or participants); 2) have discrete financial information available; and 3) be reviewed regularly by Company operating segment management. The Company aggregates certain components into reporting units based on economic similarities. An impairment is recognized when the reporting unit's estimated fair value is less than its carrying value. The Company uses an income approach, specifically a discounted cash flow model, in testing the carrying value of goodwill of each reporting unit for impairment.

Indefinite-lived Intangible Assets

Eastman conducts testing of indefinite-lived intangible assets annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The carrying value of an indefinite-lived intangible asset is considered to be impaired when the fair value, as established by appraisal or based on discounted future cash flows of certain related products, is less than the respective carrying value.

Indefinite-lived intangible assets, consisting primarily of various tradenames, are tested for potential impairment by comparing the estimated fair value to the carrying amount. The Company uses an income approach, specifically the relief from royalty method, to test indefinite-lived intangible assets. The estimated fair value of tradenames is determined based on an assumed royalty rate savings, discounted by the calculated market participant estimated weighted average cost of capital ("WACC") plus a risk premium.

For additional information, see Note 5, "Goodwill and Other Intangible Assets".

Leases

There are two types of leases: financing and operating. Both types of leases have associated right-to-use assets and lease liabilities that are valued at the net present value of the lease payments and recognized on the 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. Residual guarantee payments that become probable and estimable are recognized as rent expense over the remaining life of the applicable lease.

For lease accounting policies, see Note 12, "Leases and Other Commitments".

Investments

The consolidated financial statements include the accounts of Eastman and all its subsidiaries and entities or joint ventures in which a controlling interest is maintained. The Company includes its share of earnings and losses of such investments in "Net earnings attributable to Eastman" and "Comprehensive income attributable to Eastman" located in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and in "Total equity" located in the Consolidated Statements of Financial Position.

Investments in affiliates over which the Company has significant influence but not a controlling interest are carried under the equity method of accounting. These investments are included in "Other noncurrent assets" in the Consolidated Statements of Financial Position. The Company includes its share of earnings and losses of such investments in "Other (income) charges, net" located in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 6, "Equity Investments".

Derivative and Non-Derivative Financial Instruments

Eastman uses derivative and non-derivative instruments to manage its exposure to market risks, such as changes in foreign currency exchange rates, commodity prices, and interest rates. The Company does not enter into derivative transactions for speculative purposes.

The Company's derivative instruments are recognized as either assets or liabilities on the Consolidated Statements of Financial Position and measured at fair value. Hedge accounting will be discontinued prospectively for all hedges that no longer qualify for hedge accounting treatment.

For additional information, see Note 10, "Derivative and Non-Derivative Financial Instruments".

Litigation and Contingent Liabilities

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. The Company accrues a contingent loss liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount. The Company expenses legal costs, including those expected to be incurred in connection with a loss contingency, as incurred.

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 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 amount of receivables sold in 2022 and 2021 were $2.5 billion and $1.2 billion, respectively.

The Company works with suppliers to optimize payment terms and conditions on accounts payable to enhance timing of working capital and cash flows. The Company has a voluntary supply chain finance program to provide suppliers with the opportunity to sell receivables due from Eastman to a participating financial institution. Eastman's responsibility is limited to making payments on the terms originally negotiated with suppliers, regardless of whether the suppliers sell their receivables to the financial institution. The range of payment terms Eastman negotiates with suppliers are consistent, regardless of whether a supplier participates in the program. All of Eastman's accounts payable and associated payments are reported consistently in the Company's Consolidated Statements of Financial Position and Consolidated Statements of Cash Flows regardless of whether they are associated with a vendor who participates in the program.

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DIVESTITURES

12 Months Ended

Dec. 31, 2022

Divestitures [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

DIVESTITURES

Rubber Additives Divestiture

On November 1, 2021, the Company and certain of its subsidiaries completed the sale of its rubber additives (including Crystex™ insoluble sulfur and Santoflex™ antidegradants) and other product lines and related assets and technology of the global tire additives business ("rubber additives") of its Additives & Functional Products ("AFP") segment. The sale did not include the Eastman Impera™ and other performance resins product lines of the tire additives business. The Company provided certain business transition and post-closing services to the buyer on agreed terms, which were completed in 2022. The business was not reported as a discontinued operation because the sale did not have a major effect on the Company's operations and financial results.

The total estimated consideration, after estimates of contingent consideration and post-closing adjustments and ongoing agreements through October 2027, was $640 million. The additional amount of consideration of up to $75 million is to be paid based on performance of divested rubber additives through December 2023. The divestiture resulted in a $594 million loss (including cumulative translation adjustment liquidation of $23 million and certain costs to sell of $7 million), of which $42 million was recorded in 2022.

The major classes of divested assets and liabilities were as follows:

(Dollars in millions)
Assets divested
Trade receivables, net of allowance for doubtful accounts	$	107
Inventories	94
Other assets	26
Properties, net of accumulated depreciation	298
Goodwill	398
Intangible assets, net of accumulated amortization	381
Assets divested	1,304
Liabilities divested
Payables and other liabilities	48
Post-employment obligations	34
Other liabilities	18
Liabilities divested	100
Disposal group, net	$	1,204

Separately, the Company recognized $5 million and $15 million of transaction costs for the divested business in 2022 and 2021, respectively. Transaction costs are expensed as incurred and are included in "Selling, general and administrative expenses" ("SG&A") in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Adhesives Resins Divestiture

On April 1, 2022, the Company and certain of its subsidiaries completed the sale of its adhesives resins business, which included hydrocarbon resins (including Eastman Impera™ tire resins), pure monomer resins, polyolefin polymers, rosins and dispersions, and oleochemical and fatty-acid based resins product lines ("adhesives resins"), of its AFP segment. The Company provided certain business transition and post-closing services to the buyer on agreed terms, which were completed in 2022. The business was not reported as a discontinued operation because the sale did not have a major effect on the Company's operations and financial results. Included in the adhesives resins divestiture was the 50 percent interest in a joint venture that has a manufacturing facility in Nanjing, China, which produces Eastotac™ hydrocarbon tackifying resins for pressure-sensitive adhesives, caulks, and sealants.

The total estimated consideration, after estimates of post-closing adjustments, was $957 million. The divestiture resulted in a $1 million loss (including cumulative translation adjustment liquidation of $10 million and certain costs to sell of $13 million).

The major classes of divested assets and liabilities as of the date of the divestiture were as follows:

(Dollars in millions)
Assets divested
Trade receivables, net of allowance for doubtful accounts	$	129
Inventories	163
Other assets	21
Properties, net of accumulated depreciation	303
Goodwill	399
Intangible assets, net of accumulated amortization	14
Assets divested	1,029
Liabilities divested
Payables and other liabilities	83
Deferred tax liability	7
Other liabilities	4
Liabilities divested	94
Disposal group, net	$	935

The Company recognized $13 million and $3 million of transaction costs for the divested business in 2022 and 2021, respectively. Transaction costs are expensed as incurred and are included in SG&A in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

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INVENTORIES

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

	December 31,
(Dollars in millions)	2022		2021
Finished goods	$	1,347	$	1,007
Work in process	297		273
Raw materials and supplies	743		589
Total inventories at FIFO or average cost	2,387		1,869
Less: LIFO reserve	493		365
Total inventories	$	1,894	$	1,504

Inventories valued on the LIFO method were approximately 50 percent of total inventories at both December 31, 2022 and 2021.

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PROPERTIES AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTIES AND ACCUMULATED DEPRECIATION

PROPERTIES AND ACCUMULATED DEPRECIATION

	December 31,
(Dollars in millions)	2022		2021
Properties
Land	$	140	$	150
Buildings	1,394		1,458
Machinery and equipment	10,543		10,449
Construction in progress	865		623
Properties and equipment at cost	$	12,942	$	12,680
Less:  Accumulated depreciation	7,782		7,684
Net properties	$	5,160	$	4,996

Depreciation expense was $384 million, $426 million, and $445 million for 2022, 2021, and 2020, respectively.

Cumulative construction-period interest of $93 million and $99 million, reduced by accumulated depreciation of $43 million and $45 million, is included in net properties at December 31, 2022 and 2021, respectively.

Eastman capitalized $9 million, $5 million, and $4 million of interest in 2022, 2021, and 2020, respectively.

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

Below is a summary of the change in goodwill during 2022 and 2021.

(Dollars in millions)	Advanced Materials		Additives & Functional Products		Chemical Intermediates		Other		Total
Balance at December 31, 2020	$	1,292	$	2,397	$	766	$	10	$	4,465
Divestiture	—		(398)		—		—		(398)
Held for sale (1)	—		(399)		—		—		(399)
Currency translation adjustments	(6)		(15)		(6)		—		(27)
Balance at December 31, 2021	1,286		1,585		760		10		3,641
Acquisitions (2)	15		30		—		—		45
Currency translation adjustments	(5)		(14)		(3)		—		(22)
Balance at December 31, 2022	$	1,296	$	1,601	$	757	$	10	$	3,664

(1)Held for sale goodwill was divested in 2022.

(2)Measurement period adjustments related to prior year acquisitions.

The reported balance of goodwill included accumulated impairment losses of $106 million, $12 million, and $14 million in the AFP segment, Chemical Intermediates ("CI") segment, and other segments, respectively, at both December 31, 2022 and 2021.

The carrying amounts of intangible assets follow:

				December 31, 2022						December 31, 2021
(Dollars in millions)	Estimated Useful Life in Years			Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Amortizable intangible assets:
Customer relationships	8	-	25	$	1,134	$	535	$	599	$	1,144	$	479	$	665
Technology	7	-	20	505		331		174		581		304		277
Other	16	-	37	110		32		78		87		26		61
Indefinite-lived intangible assets:
Tradenames				349		—		349		349		—		349
Other				10		—		10		10		—		10
Total identified intangible assets				$	2,108	$	898	$	1,210	$	2,171	$	809	$	1,362

Amortization expense of definite-lived intangible assets was $87 million, $108 million, and $128 million for 2022, 2021, and 2020, respectively. Estimated amortization expense for future periods is $83 million in 2023 and 2024, $76 million in 2025 and 2026, and $67 million in 2027.

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EQUITY INVESTMENTS	12 Months Ended
	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENTS	EQUITY INVESTMENTSEastman owns a 50 percent or less interest in joint ventures which are accounted for under the equity method. As of December 31, 2022 and 2021, these include a joint venture with a 50 percent interest for the manufacture of compounded cellulose diacetate ("CDA") in Shenzhen, China. CDA is a bio-derived material, which is used in various injection molded applications, including but not limited to ophthalmic frames, tool handles, and other end-use products. The Company owns a 45 percent interest in a joint venture with China National Tobacco Corporation that manufactures acetate tow in Hefei, China. As of December 31, 2022, these joint ventures also include a 40 percent interest in a joint venture that is building a manufacturing facility in Kingsport, Tennessee. The Kingsport facility will produce acetylated wood. As of December 31, 2021, Eastman owned a 50 percent interest in a joint venture that had a manufacturing facility in Nanjing, China. The Nanjing facility produces EastotacTM hydrocarbon tackifying resins for pressure-sensitive adhesives, caulks, and sealants, which was sold in 2022 as part of the divestiture of the adhesives resins business. For additional information, see Note 2, "Divestitures". At December 31, 2022 and 2021, the Company's total investment in these joint ventures was $111 million and $96 million, respectively, included in "Other noncurrent assets" in the Consolidated Statements of Financial Position.

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PAYABLES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

PAYABLES AND OTHER CURRENT LIABILITIES

PAYABLES AND OTHER CURRENT LIABILITIES

	December 31,
(Dollars in millions)	2022		2021
Trade creditors	$	1,319	$	1,228
Accrued payrolls, vacation, and variable-incentive compensation	164		311
Accrued taxes	157		138
Post-employment obligations	103		70
Dividends payable to stockholders	94		101
Other	288		285
Total payables and other current liabilities	$	2,125	$	2,133

The "Other" above consists primarily of accruals for the current portion of factoring, operating lease liabilities, interest payable, environmental liabilities, and miscellaneous accruals.

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INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

PROVISION FOR INCOME TAXES

INCOME TAXESComponents of earnings before income taxes and the provision for U.S. and other income taxes from operations follow:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings before income taxes
United States	$	205	$	645	$	164
Outside the United States	772		437		366
Total	$	977	$	1,082	$	530
Provision for income taxes
United States Federal
Current	$	179	$	114	$	70
Deferred	(76)		18		(96)
Outside the United States
Current	105		115		77
Deferred	(10)		(42)		(14)
State and other
Current	33		24		5
Deferred	(50)		(14)		(1)
Total	$	181	$	215	$	41

The following represents the deferred tax (benefit) charge recorded as a component of "Accumulated other comprehensive income (loss)" ("AOCI") in the Consolidated Statements of Financial Position:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Defined benefit pension and other postretirement benefit plans	$	(7)	$	(10)	$	(7)
Derivatives and hedging	(1)		21		(4)
Total	$	(8)	$	11	$	(11)

Total income tax expense (benefit) included in the consolidated financial statements was composed of the following:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings before income taxes	$	181	$	215	$	41
Other comprehensive income	(8)		11		(11)
Total	$	173	$	226	$	30

Differences between the provision for income taxes and income taxes computed using the U.S. Federal statutory income tax rate follow:

	For years ended December 31,
(Dollars in millions)	2022			2021			2020
Amount computed using the statutory rate	$	205		$	225		$	109
State income taxes, net	(27)			(4)			2
Foreign rate variance	(16)			(28)			(49)
Change in reserves for tax contingencies	27			(39)			4
General business credits	(44)			(21)			(39)
U.S. tax on foreign earnings, net of credits	(17)			2			13
Divestitures	37			89			—
Tax law changes and tax loss from outside-U.S. entity reorganizations	—			(15)			—
Other	16			6			1
Provision for income taxes	$	181		$	215		$	41
Effective income tax rate	19		%	20		%	8		%

The 2022 provision for income taxes include a $32 million decrease related to the release of a state valuation allowance and a $37 million increase to reflect the tax implications of the business divestitures, including an increase related to non-deductible losses.

The 2021 provision for income taxes includes a $78 million decrease primarily related to previously unrecognized tax positions resulting from finalization of prior years' income tax audits, partially offset by current year increases. Additionally, the 2021 provision for income taxes includes impacts of the divestiture of rubber additives, including an increase related to non-deductible losses partially offset by a decrease from the revaluation of deferred tax liabilities.

The 2020 provision for income taxes includes a $27 million decrease as a result of a decrease in previously unrecognized tax positions and a $7 million decrease related to adjustments to certain prior year tax returns.

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 2022, 2021, or 2020.

The significant components of deferred tax assets and liabilities follow:

	December 31,
(Dollars in millions)	2022		2021
Deferred tax assets
Post-employment obligations	$	150	$	176
Net operating loss carryforwards	645		637
Tax credit carryforwards	236		212
Environmental contingencies	64		67
Capitalized research and development expenses	139		—
Other	239		224
Total deferred tax assets	1,473		1,316
Less: Valuation allowance	258		339
Deferred tax assets less valuation allowance	$	1,215	$	977
Deferred tax liabilities
Property, plant, and equipment	$	(849)	$	(843)
Intangible assets	(272)		(288)
Investments	(441)		(369)
Other	(201)		(171)
Total deferred tax liabilities	$	(1,763)	$	(1,671)
Net deferred tax liabilities	$	(548)	$	(694)
As recorded in the Consolidated Statements of Financial Position:
Other noncurrent assets	$	123	$	116
Deferred income tax liabilities	(671)		(810)
Net deferred tax liabilities	$	(548)	$	(694)

All foreign earnings, with the exception of short-term liquid assets on certain foreign subsidiaries, including basis differences, continue to be considered indefinitely reinvested. As of December 31, 2022, unremitted earnings of subsidiaries outside the U.S. totaled approximately $3.0 billion of which a substantial portion has already been subject to U.S. tax. The Company has not determined the deferred tax liability associated with these unremitted earnings and basis differences, as such determination is not practicable.

At December 31, 2022, foreign net operating loss carryforwards totaled $2.4 billion. Of this total, $900 million will expire in 1 to 20 years and $1.5 billion have no expiration date. A valuation allowance of approximately $131 million has been provided against such net operating loss carryforwards and other foreign deferred income tax balances.

At December 31, 2022, there were no federal net operating loss carryforwards available to offset future taxable income. At December 31, 2022, foreign tax credit carryforwards of approximately $66 million were available to reduce possible future U.S. income taxes, which expire from 2023 to 2032. As a result of the 2017 Tax Cuts and Jobs Act ("Tax Reform Act"), the Company may no longer be able to utilize certain U.S. foreign tax credit carryforwards. A valuation allowance of $54 million has been established on a portion of deferred tax assets as of December 31, 2022.

At December 31, 2022, a partial valuation allowance of $28 million has been provided against state tax credits that the Company may not be able to utilize.

A partial valuation allowance of $42 million has been established for the Solutia, Inc. ("Solutia") state net operating loss carryforwards. The valuation allowance will be retained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized, or the related statute expires.

The Tax Reform Act eliminated the option to deduct research and development ("R&D") expenses in the period incurred and requires R&D expenses to be capitalized and amortized beginning in 2022.

Amounts due to and from tax authorities as recorded in the Consolidated Statements of Financial Position:

	December 31,
(Dollars in millions)	2022		2021
Miscellaneous receivables	$	35	$	173
Payables and other current liabilities	$	95	$	68
Other long-term liabilities	174		130
Total income taxes payable	$	269	$	198

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(Dollars in millions)	2022		2021		2020
Balance at January 1	$	200	$	257	$	202
Adjustments based on tax positions related to current year	11		6		14
Adjustments based on tax positions related to prior years	24		2		63
Lapse of statute of limitations	—		(45)		(22)
Settlements	—		(20)		—
Balance at December 31 (1)	$	235	$	200	$	257

(1)Approximately $229 million of the unrecognized tax benefits as of December 31, 2022, would, if recognized, impact the Company's effective tax rate.

A reconciliation of the beginning and ending amounts of accrued interest related to unrecognized tax positions is as follows:

(Dollars in millions)	2022		2021		2020
Balance at January 1	$	13	$	13	$	13
Expense for interest, net of tax	9		9		5
Income for interest, net of tax	—		(9)		(5)
Balance at December 31	$	22	$	13	$	13

Accrued penalties related to unrecognized tax positions were immaterial as of December 31, 2022, 2021, and 2020.

Eastman files federal income tax returns in the U.S. and income tax returns in various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2017. With few exceptions, Eastman is no longer subject to foreign, state, and local income tax examinations by tax authorities for years before 2015. Solutia and related subsidiaries are no longer subject to state and local income tax examinations for years before 2002.

It is reasonably possible that, as a result of the resolution of federal, state, and foreign examinations and appeals, and the expiration of various statutes of limitation, unrecognized tax benefits could decrease within the next twelve months by up to $55 million.

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BORROWINGS

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

BORROWINGS

BORROWINGS

	December 31,
(Dollars in millions)	2022		2021
Borrowings consisted of:
3.6% notes due August 2022	$	—	$	747
1.50% notes due May 2023 (1)	800		850
7 1/4% debentures due January 2024	198		198
7 5/8% debentures due June 2024	43		43
3.80% notes due March 2025	693		698
1.875% notes due November 2026 (1)	530		565
7.60% debentures due February 2027	196		195
4.5% notes due December 2028	495		494
4.8% notes due September 2042	494		494
4.65% notes due October 2044	877		875
2027 Term loan	499		—
Commercial paper and short-term borrowings	326		—
Total borrowings	5,151		5,159
Less: Borrowings due within one year	1,126		747
Long-term borrowings	$	4,025	$	4,412

(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.

In 2022, the Company repaid the 3.6% notes due August 2022, of which $550 million was repaid in second quarter 2022 primarily from proceeds from the 2027 Term Loan discussed below and $200 million was repaid in third quarter 2022 using available cash. The total consideration for this redemption is reported under financing activities on the Consolidated Statement of Cash Flows.

Credit Facility, Term Loan, and Commercial Paper Borrowings

The Company has access to a $1.50 billion revolving credit agreement (the "Credit Facility") that was amended and restated in December 2021. The amendments include the addition of sustainability-linked pricing terms and extending the maturity to December 2026, and resulted in a charge of $1 million for early debt extinguishment costs which was attributable to unamortized fees. 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 December 31, 2022 and 2021, the Company had no outstanding borrowings under the Credit Facility. At December 31, 2022, the Company's commercial paper borrowings were $326 million with a weighted average interest rate of 4.85%. At December 31, 2021, the Company had no outstanding commercial paper borrowings.

In 2022, the Company borrowed $500 million under a five-year term loan agreement (the "2027 Term Loan"). The 2027 Term Loan had a variable interest rate of 5.55% as of December 31, 2022. Borrowings under the 2027 Term Loan are subject to interest at varying spreads above quoted market rates.

The Credit Facility and 2027 Term Loan contain 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 December 31, 2022 and 2021.

Fair Value of Borrowings

Eastman has classified its total borrowings at December 31, 2022 and 2021 under the fair value hierarchy as defined in the accounting policies in Note 1, "Significant Accounting Policies". 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 and the 2027 Term Loan equals the carrying value and is classified as Level 2. At December 31, 2022 and 2021, the fair value of total borrowings was $4,888 million and $5,737 million, respectively. The Company had no borrowings classified as Level 1 or Level 3 as of December 31, 2022 and 2021.

Subsequent Action

In January 2023, the Company borrowed $300 million under a delayed draw two-year term loan (the "2024 Term Loan"), which was executed in fourth quarter 2022. Borrowings under the 2024 Term Loan are subject to interest at varying spreads above quoted market rates. The 2024 Term Loan contains the same customary covenants and events of default, including maintenance of certain financial ratios, as the Credit Facility, with payment of customary fees.

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DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

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.

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 AOCI located in the 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 Consolidated Statements of Cash Flows.

Foreign Currency Exchange Rate Hedging 

Eastman manufactures and sells its products in a number of countries throughout the world and, as a result, is exposed to changes in foreign currency exchange rates. To manage the volatility relating to these exposures, the Company nets the exposures on a consolidated basis to take advantage of natural offsets. To manage the remaining exposure, the Company enters into currency option and forward cash flow hedges to hedge probable anticipated, but not yet committed, export sales and purchase transactions expected within a rolling three year period and denominated in foreign currencies (principally the euro). Additionally, the Company, from time to time, enters into forward exchange contract cash flow hedges to hedge certain firm commitments denominated in foreign currencies.

In fourth quarter 2022, the Company de-designated and monetized certain forward cash flow hedges. The resulting unrealized gain of $27 million was recorded in AOCI and will be recognized in earnings in 2023 through 2025 as the underlying forecasted transactions impact earnings.

Commodity Hedging

Certain raw material and energy sources used by Eastman, as well as sales of certain commodity products by the Company, are subject to price volatility caused by weather, supply and demand conditions, economic variables and other unpredictable factors. This volatility is primarily related to the market pricing of benzene, ethane, ethylene, natural gas, paraxylene, and propane. In order to mitigate expected fluctuations in market prices, from time to time, the Company enters into option and forward contracts and designates these contracts as cash flow hedges. The Company currently hedges commodity price risks using derivative financial instrument transactions within a rolling three year period. The Company weights its hedge portfolio more heavily in the first year with declining coverage over the remaining periods.

Interest Rate Hedging 

Eastman's policy is to manage interest expense using a mix of fixed and variable rate debt. To manage interest rate risk effectively, the Company, from time to time, enters into cash flow interest rate derivative instruments, primarily forward starting swaps and treasury locks, to hedge the Company's exposure to movements in interest rates prior to anticipated debt offerings. These instruments are designated as cash flow hedges. 

In 2022, the Company settled the notional amount of $75 million associated with the 2022 forward starting interest rate swap, resulting in a cash gain of $13 million which is included as part of operating activities in the Consolidated Statements of Cash Flows. The recognized gain from cash flow hedges of $1 million is included within "Net interest expense" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and the unrecognized gain of $12 million from cash flow hedges is included in AOCI on the Consolidated Statements of Financial Position.

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 reported as "Long-term borrowings" on the Consolidated Statements of Financial Position 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 Consolidated Statements of Cash Flows.

Interest Rate Hedging 

Eastman's policy is to manage interest expense using a mix of fixed and variable rate debt. To manage the Company's mix of fixed and variable rate debt effectively, from time to time, the Company enters into interest rate swaps in which the Company agrees to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. These swaps are designated as hedges of the fair value of the underlying debt obligations and the interest rate differential is reflected as an adjustment to interest expense over the life of the swaps. 

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 investment 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 located in the Consolidated Statements of Financial Position. Cash flows from the CTA component are classified as operating activities in the 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 Consolidated Statements of Cash Flows.

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 Consolidated Statements of Financial Position. Cash flows from excluded components are classified as operating activities in the Consolidated Statements of Cash Flows.

In 2022, the Company terminated fixed-to-fixed cross-currency swaps designated to hedge a portion of its net investment in a euro functional currency denominated subsidiary against foreign currency fluctuations. The notional amount terminated was €266 million ($320 million) which was scheduled to mature in August 2022. The termination resulted in a $40 million gain recognized in CTA. The related cash flows were classified as investing activities in the Consolidated Statements of Cash Flows.

Summary of Financial Position and Financial Performance of Hedging Instruments

The following table presents the notional amounts outstanding at December 31, 2022 and 2021 associated with Eastman's hedging programs.

Notional Outstanding		December 31, 2022	December 31, 2021
Derivatives designated as cash flow hedges:
Foreign Exchange Forward and Option Contracts (in millions)
	EUR/USD (in EUR)	€573	€429
Commodity Forward and Collar Contracts
	Feedstock (in million barrels)	—	1
	Energy (in million british thermal units)	3	13
Interest rate swaps for the future issuance of debt (in millions)		—	$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)	€587	€853
Non-derivatives designated as net investment hedges:
Foreign Currency Net Investment Hedges (in millions)
	EUR/USD (in EUR)	€1,247	€1,246

Fair Value Measurements

For additional information on fair value measurement, see Note 1, "Significant Accounting Policies".

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 the counterparties to validate the accuracy of its standard pricing models. The Company had no derivatives classified as Level 1 or Level 3 as of December 31, 2022 or December 31, 2021. 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 realize a credit loss during the years ended December 31, 2022 or 2021.

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 presents derivative contracts on a gross basis within the 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 located within the Consolidated Statements of Financial Position as of December 31, 2022 and 2021.

The Financial Position and Fair Value Measurements of Hedging Instruments on a Gross Basis
(Dollars in millions)
Derivative Type	Statements of Financial Position Location	December 31, 2022 Level 2		December 31, 2021 Level 2
Derivatives designated as cash flow hedges:
Commodity contracts	Other current assets	$	3	$	16
Commodity contracts	Other noncurrent assets	—		2
Foreign exchange contracts	Other current assets	—		12
Foreign exchange contracts	Other noncurrent assets	—		6
Forward starting interest rate swap contracts	Other current assets	—		5
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	—		1
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Other current assets	—		20
Cross-currency interest rate swaps	Other noncurrent assets	72		35
Total Derivative Assets		$	76	$	98
Derivatives designated as cash flow hedges:
Commodity contracts	Payables and other current liabilities	$	3	$	1
Commodity contracts	Other long-term liabilities	—		1
Foreign exchange contracts	Payables and other current liabilities	8		1
Foreign exchange contracts	Other long-term liabilities	4		—
Derivatives designated as fair value hedges:
Fixed-for-floating interest rate swap	Long-term borrowings	5		—
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Other long-term liabilities	—		5
Total Derivative Liabilities		$	20	$	8
Total Net Derivative Assets (Liabilities)		$	56	$	90

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 a carrying value of $1.3 billion and $1.4 billion associated with non-derivative instruments designated as foreign currency net investment hedges as of December 31, 2022 and 2021, respectively. The designated foreign currency-denominated borrowings are included as part of "Long-term borrowings" within the Consolidated Statements of Financial Position.

As of December 31, 2022 and 2021, the following amounts were included within the 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 Consolidated Statements of Financial Position in which the hedged item is included	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Borrowings due within one year	$	—	$	697	$	—	$	(2)
Long-term borrowings	79		76		5		1

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 the twelve months ended December 31, 2022, 2021, and 2020:

(Dollars in millions)	Change in amount of after tax gain/(loss) recognized in OCI on Derivatives						Pre-tax amount of gain/(loss) reclassified from AOCI into income
	December 31,						December 31,
Hedging Relationships	2022		2021		2020		2022		2021		2020
Derivatives in cash flow hedging relationships:
Commodity contracts	$	(11)	$	15	$	17	$	36	$	20	$	(31)
Foreign exchange contracts	(2)		39		(36)		45		(7)		9
Forward starting interest rate and treasury lock swap contracts	10		9		8		(6)		(9)		(9)
Non-derivatives in net investment hedging relationships (pre-tax):
Net investment hedges	85		116		(130)		—		—		—
Derivatives in net investment hedging relationships (pre-tax):
Cross-currency interest rate swaps	63		74		(88)		—		—		—
Cross-currency interest rate swaps excluded component	(1)		(12)		10		—		—		—

The following table presents the effect of fair value and cash flow hedge accounting on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for 2022, 2021, and 2020.

Location and Amount of Gain or (Loss) Recognized in Earnings on Fair Value and Cash Flow Hedging Relationships
	Twelve Months
	2022						2021						2020
(Dollars in millions)	Sales		Cost of Sales		Net interest expense		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 Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in which the effects of fair value or cash flow hedges are recognized
	$	10,580	$	8,443	$	182	$	10,476	$	7,976	$	198	$	8,473	$	6,498	$	210
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					2						2						1
Derivatives designated as hedging instruments					(2)						(2)						(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					(6)						(9)						(9)
Commodity Contracts:
Amount reclassified from AOCI into earnings			36						20						(31)
Foreign Exchange Contracts:
Amount reclassified from AOCI into earnings	45						(7)						9

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 the line item "Other (income) charges, net" of the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. The Company recognized a net loss of $11 million in 2022, no gain or loss in 2021, and a net loss of $1 million in 2020 on these derivatives.

Pre-tax monetized positions and MTM gains and losses from raw materials and energy, currency, and certain interest rate hedges that were included in AOCI included gains of $134 million at December 31, 2022 and losses of $7 million at December 31, 2021. Gains in AOCI in 2022 compared to losses in 2021 are primarily as a result of an increase in foreign currency exchange rates, particularly the euro. If realized, approximately $10 million in pre-tax gains will be reclassified into earnings during the next 12 months, including foreign exchange contracts prospectively dedesignated and monetized in fourth quarter 2022.

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RETIREMENT PLANS

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

RETIREMENT PLANS

RETIREMENT PLANS

As described below, Eastman offers various postretirement benefits to its employees.

Defined Contribution Plans

Eastman sponsors a defined contribution employee stock ownership plan (the "ESOP"), which is a component of the Eastman Investment Plan and Employee Stock Ownership Plan ("EIP/ESOP"), under Section 401(a) of the Internal Revenue Code. Eastman made a contribution in February 2023 to the EIP/ESOP for substantially all U.S. employees equal to 5 percent of their eligible compensation for the 2022 plan year. Employees may allocate contributions to other investment funds within the EIP from the ESOP at any time without restrictions. Allocated shares in the ESOP totaled 1,871,624; 1,909,362; and 1,997,587 shares as of December 31, 2022, 2021, and 2020, respectively. Dividends on shares held by the EIP/ESOP are charged to retained earnings. All shares held by the EIP/ESOP are treated as outstanding in computing earnings per share ("EPS").

In 2006, the Company amended its EIP/ESOP to provide a Company match of 50 percent of the first 7 percent of an employee's compensation contributed to the plan for employees who are hired on or after January 1, 2007. Employees who are hired on or after January 1, 2007, are also eligible for the contribution to the ESOP as described above.

Charges for domestic contributions to the EIP/ESOP were $81 million, $73 million, and $67 million for 2022, 2021, and 2020, respectively.

Defined Benefit Pension Plans and Other Postretirement Benefit Plans

Pension Plans

Eastman maintains defined benefit pension plans that provide eligible employees with retirement benefits.

Effective January 1, 2000, the Company's Eastman Retirement Assistance Plan, a U.S. defined benefit pension plan, was amended. Employees' accrued pension benefits earned prior to January 1, 2000 are calculated based on previous plan provisions using the employee's age, years of service, and final average compensation as defined in the plans. The amended plan uses a pension equity formula to calculate an employee's retirement benefits from January 1, 2000 forward. Benefits payable will be the combined pre-2000 and post-1999 benefits. Employees hired on or after January 1, 2007 are not eligible to participate in Eastman's U.S. defined benefit pension plans.

Benefits are paid to employees from trust funds. Contributions to the trust funds are made as permitted by laws and regulations. The pension trust funds do not directly own any of the Company's common stock.

Pension coverage for employees of Eastman's non-U.S. operations is provided, to the extent deemed appropriate, through separate plans. The Company systematically provides for obligations under such plans by depositing funds with trustees, under insurance policies, or by book reserves.

Other Postretirement Benefit Plans

Under its other postretirement benefit plans in the U.S., Eastman provides life insurance for eligible retirees hired prior to January 1, 2007. Eastman provided a subsidy for pre-Medicare health care and dental benefits to eligible retirees hired prior to January 1, 2007 that ended on December 31, 2021. Company funding is also provided for eligible Medicare retirees hired prior to January 1, 2007 with a health reimbursement arrangement. A few of the Company's non-U.S. operations have supplemental health benefit plans for certain retirees, the cost of which is not significant to the Company.

Below is a summary balance sheet of the change in plan assets during 2022 and 2021, the funded status of the plans and amounts recognized in the Consolidated Statements of Financial Position.

Summary of Changes

	Pension Plans								Postretirement Benefit Plans
	2022				2021				2022		2021
(Dollars in millions)	U.S.		Non-U.S.		U.S.		Non-U.S.
Change in projected benefit obligation:
Benefit obligation, beginning of year	$	1,892	$	948	$	2,050	$	1,089	$	665	$	745
Service cost	25		11		26		19		—		—
Interest cost	45		14		37		12		14		12
Actuarial gain	(328)		(264)		(49)		(68)		(127)		(40)
Curtailment gain	—		(3)		—		—		—		—
Settlement	(9)		—		(6)		—		—		—
Divestitures	—		—		—		(32)		—		(2)
Plan participants' contributions	—		1		—		1		2		9
Effect of currency exchange	—		(77)		—		(43)		—		—
Federal subsidy on benefits paid	—		—		—		—		—		1
Benefits paid	(154)		(28)		(166)		(30)		(45)		(60)
Benefit obligation, end of year	$	1,471	$	602	$	1,892	$	948	$	509	$	665
Change in plan assets:
Fair value of plan assets, beginning of year	$	1,877	$	924	$	1,798	$	938	$	134	$	144
Actual return on plan assets	(312)		(250)		247		31		(31)		7
Effect of currency exchange	—		(76)		—		(39)		—		—
Company contributions	3		18		4		23		35		40
Reserve for third party contributions	—		—		—		—		11		(7)
Plan participants' contributions	—		1		—		1		2		9
Benefits paid	(154)		(28)		(166)		(30)		(45)		(60)
Federal subsidy on benefits paid	—		—		—		—		—		1
Settlements	(9)		—		(6)		—		—		—
Fair value of plan assets, end of year	$	1,405	$	589	$	1,877	$	924	$	106	$	134
Funded status at end of year	$	(66)	$	(13)	$	(15)	$	(24)	$	(403)	$	(531)
Amounts recognized in the Consolidated Statements of Financial Position consist of:
Other noncurrent assets	$	—	$	23	$	41	$	42	$	53	$	62
Current liabilities	(13)		—		(3)		—		(38)		(38)
Post-employment obligations	(53)		(36)		(53)		(66)		(418)		(555)
Net amount recognized, end of year	$	(66)	$	(13)	$	(15)	$	(24)	$	(403)	$	(531)
Accumulated benefit obligation	$	1,417	$	578	$	1,803	$	910
Amounts recognized in accumulated other comprehensive income consist of:
Prior service (credit) cost	$	—	$	(6)	$	1	$	(10)	$	(37)	$	(68)

Actuarial gains in the projected benefit obligations for 2022 were primarily due to higher discount rates partially offset by changes in actuarial assumptions. Actuarial gains in the projected benefit obligations for 2021 were primarily due to higher discount rates.

Information for pension plans with projected benefit obligations in excess of plan assets:

(Dollars in millions)	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.
Projected benefit obligation	$	1,471	$	176	$	175	$	288
Fair value of plan assets	1,405		140		119		222

Information for pension plans with accumulated benefit obligations in excess of plan assets:

(Dollars in millions)	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.
Accumulated benefit obligation	$	245	$	141	$	161	$	272
Fair value of plan assets	188		116		119		222

Postretirement benefit plans with accumulated benefit obligations in excess of plan assets are $456 million and $592 million at December 31, 2022 and 2021, respectively. The plans have no assets.

Summary of Benefit Costs and Other Amounts Recognized in Other Comprehensive Income

	Pension Plans												Postretirement Benefit Plans
	2022				2021				2020				2022		2021		2020
(Dollars in millions)	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Components of net periodic benefit (credit) cost:
Service cost	$	25	$	11	$	26	$	19	$	25	$	17	$	—	$	—	$	—
Interest cost	45		14		37		12		57		15		14		12		19
Expected return on plan assets	(128)		(31)		(126)		(37)		(135)		(34)		(4)		(5)		(5)
Amortization of:
Prior service (credit) cost	1		—		—		(1)		1		(1)		(31)		(37)		(38)
Mark-to-market pension and other postretirement benefits loss (gain), net (1)	112		10		(170)		(62)		163		28		(103)		(35)		49
Net periodic benefit (credit) cost	$	55	$	4	$	(233)	$	(69)	$	111	$	25	$	(124)	$	(65)	$	25
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Curtailment gain	$	—	$	(4)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current year prior service credit (cost)	—		—		—		—		—		12		—		—		—
Amortization of:
Prior service (credit) cost	1		—		—		(1)		1		(1)		(31)		(37)		(38)
Total	$	1	$	(4)	$	—	$	(1)	$	1	$	11	$	(31)	$	(37)	$	(38)

(1)Includes curtailment triggered by the sale of the adhesives resins business which is included in "Other components of postemployment net" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Subsequent to the adhesives resins divestiture, the Company retained pension liabilities of certain plan participants while the

status of the participants changed in a Non-U.S. pension plan which triggered a curtailment and an interim mark-to-market

("MTM") remeasurement of the impacted Non-U.S. pension plan's assets and liabilities. A curtailment gain of $7 million, including $3 million reduction in the pension benefit obligation and $4 million of prior service credits recognized immediately, and a MTM gain of $3 million were recognized in 2022.

Settlements are triggered in a plan when distributions exceed the sum of service cost and interest cost of the respective plan. Lump sum payments from a U.S. pension plan resulted in a plan settlement in second quarter 2022. The settlement was not material. However, the settlement triggered an interim remeasurement of the impacted U.S. pension plan's assets and liabilities and, as such, the Company recognized a MTM loss of $7 million in 2022.

Plan Assumptions

The assumptions used to develop the projected benefit obligation for Eastman's significant U.S. and non-U.S. defined benefit pension plans and U.S. postretirement benefit plans are provided in the following tables.

	Pension Plans												Postretirement Benefit Plans
	2022				2021				2020				2022		2021		2020
Weighted-average assumptions used to determine benefit obligations for years ended December 31:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	5.58	%	4.27	%	2.88	%	1.57	%	2.48	%	1.08	%	5.55	%	2.83	%	2.38	%
Interest crediting rate	5.48	%	N/A		5.50	%	N/A		5.50	%	N/A		N/A		N/A		N/A
Rate of compensation increase	3.00	%	3.04	%	3.00	%	3.00	%	2.75	%	2.94	%	N/A		N/A		N/A
Health care cost trend
Initial													6.00	%	6.00	%	6.25	%
Decreasing to ultimate trend of													5.00	%	5.00	%	5.00	%
in year													2030		2026		2026
Weighted-average assumptions used to determine net periodic cost for years ended December 31:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	2.88	%	1.57	%	2.48	%	1.08	%	3.25	%	1.56	%	2.83	%	2.39	%	3.21	%
Discount rate for service cost	2.95	%	1.31	%	2.57	%	1.08	%	3.31	%	1.56	%	N/A		1.90	%	2.92	%
Discount rate for interest cost	2.46	%	1.57	%	1.79	%	1.08	%	2.83	%	1.56	%	2.35	%	1.74	%	2.80	%
Expected return on assets	7.07	%	3.81	%	7.29	%	4.04	%	7.37	%	4.26	%	3.50	%	3.75	%	3.75	%
Rate of compensation increase	3.00	%	3.00	%	2.75	%	2.94	%	3.25	%	2.94	%	N/A		N/A		3.25	%
Interest crediting rate	5.50	%	N/A		5.50	%	N/A		5.52	%	N/A		N/A		N/A		N/A
Health care cost trend
Initial													6.00	%	6.25	%	6.50	%
Decreasing to ultimate trend of													5.00	%	5.00	%	5.00	%
in year													2026		2026		2026

The Company calculates service and interest cost components of net periodic benefit costs for its significant defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve to the plans' projected cash flows.

The fair value of plan assets for the U.S. pension plans at December 31, 2022 and 2021 was $1.4 billion and $1.9 billion, respectively, while the fair value of plan assets at December 31, 2022 and 2021 for non-U.S. pension plans was $589 million and $924 million, respectively. At December 31, 2022 and 2021, the expected weighted-average long-term rate of return on U.S. pension plan assets was 6.62 percent and 7.07 percent, respectively. The expected weighted-average long-term rate of return on non-U.S. pension plans assets was 3.86 percent and 3.81 percent at December 31, 2022 and 2021, respectively.

Plan Assets

The following tables reflect the fair value of the defined benefit pension plans assets.

(Dollars in millions)					Fair Value Measurements at December 31, 2022
Description	Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Pension Assets:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Cash and Cash Equivalents (1)	$	27	$	46	$	27	$	46	$	—	$	—	$	—	$	—
Public Equity - United States (2)	4		—		4		—		—		—		—		—
Other Investments (3)	—		45		—		—		—		—		—		45
Total Assets at Fair Value	$	31	$	91	$	31	$	46	$	—	$	—	$	—	$	45
Investments Measured at Net Asset Value (4)	1,374		498
Total Assets	$	1,405	$	589

(Dollars in millions)					Fair Value Measurements at December 31, 2021
Description	Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Pension Assets:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Cash and Cash Equivalents (1)	$	45	$	37	$	45	$	37	$	—	$	—	$	—	$	—
Public Equity - United States (2)	3		—		3		—		—		—		—		—
Other Investments (3)	—		59		—		—		—		—		—		59
Total Assets at Fair Value	$	48	$	96	$	48	$	37	$	—	$	—	$	—	$	59
Investments Measured at Net Asset Value (4)	1,829		828
Total Assets	$	1,877	$	924

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Public Equity - United States: Common stock equity securities which are primarily valued using a market approach based on the quoted market prices.

(3)Other Investments: Primarily consist of insurance contracts which are generally valued using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

(4)Investments Measured at Net Asset Value: The underlying debt, public equity, and public real asset investments in this category are generally held in common trust funds, which are either actively or passively managed investment vehicles, that are valued at the net asset value per unit/share multiplied by the number of units/shares held as of the measurement date. The other alternative investments in this category are valued under the practical expedient method which is based on the most recently reported net asset value provided by the management of each private investment fund, adjusted as appropriate, for any lag between the date of the financial reports and the measurement date.

The following tables reflect the fair value of the postretirement benefit plan assets. The postretirement benefit plan is for the voluntary employees' beneficiary association ("VEBA") trust the Company assumed as part of the Solutia acquisition.

(Dollars in millions)			Fair Value Measurements at  December 31, 2022
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Postretirement Benefit Plan Assets:
Cash and Cash Equivalents (1)	$	5	$	5	$	—	$	—
Debt (2):
Fixed Income (U.S.)	62		—		62		—
Fixed Income (Non-U.S.)	21		—		21		—
Total	$	88	$	5	$	83	$	—

(Dollars in millions)			Fair Value Measurements at  December 31, 2021
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Postretirement Benefit Plan Assets:
Cash and Cash Equivalents (1)	$	—	$	—	$	—	$	—
Debt (2):
Fixed Income (U.S.)	79		—		79		—
Fixed Income (Non-U.S.)	29		—		29		—
Total	$	108	$	—	$	108	$	—

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Debt: The fixed income securities are primarily valued upon a market approach, using matrix pricing and considering a security's relationship to other securities for which quoted prices in an active market may be available, or an income approach, converting future cash flows to a single present value amount. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmark yields, and base spreads.

The Company valued assets with unobservable inputs (Level 3), primarily insurance contracts, using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Other Investments(1)
(Dollars in millions)	Non-U.S. Pension Plans
Balance at December 31, 2020	$	68
Unrealized losses	(9)
Balance at December 31, 2021	59
Unrealized losses	(14)
Balance at December 31, 2022	$	45

(1)Primarily consists of insurance contracts.

The following table reflects the target allocation for the Company's U.S. and non-U.S. pension and postretirement benefit plans assets for 2023 and the asset allocation at December 31, 2022 and 2021, by asset category.

	U.S. Pension Plans			Non-U.S. Pension Plans			Postretirement Benefit Plan
	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021
Asset category
Equity securities	39%	36%	38%	21%	20%	22%	—%	—%	—%
Debt securities	38%	39%	43%	60%	62%	59%	100%	100%	100%
Real estate	8%	7%	3%	4%	4%	4%	—%	—%	—%
Other investments (1)	15%	18%	16%	15%	14%	15%	—%	—%	—%
Total	100%	100%	100%	100%	100%	100%	100%	100%	100%

(1)U.S. primarily consists of private equity and natural resource and energy related limited partnership investments and public real assets. Non-U.S. primarily consists of annuity contracts and alternative investments.

Investment Strategy

Eastman's investment strategy for its defined benefit pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to meet or exceed the plan's actuarially assumed long-term rate of return and to minimize the cost of providing pension benefits. A periodic asset/liability study is conducted in order to assist in the determination and, if necessary, modification of the appropriate long-term investment policy for the plan. The investment policy establishes a target allocation range for each asset class and the fund is managed within those ranges. The plans use a number of investment approaches including investments in equity, real estate, and fixed income funds in which the underlying securities are marketable in order to achieve this target allocation. The plans also invest in private equity and other funds. Diversification is created through investments across various asset classes, geographies, fund managers, and individual securities. This investment process is designed to provide for a well-diversified portfolio with no significant concentration of risk. The investment process is monitored by an investment committee that includes senior management.

Eastman's investment strategy for its VEBA trust is to invest in intermediate-term, well diversified, high quality investment instruments, with a primary objective of capital preservation.

The expected rate of return for all plans was determined primarily by modeling the expected long-term rates of return for the categories of investments held by the plans and the targeted allocation percentage against various potential economic scenarios.

The Company made no contributions to its U.S. defined benefit pension plans in 2022 or 2021. For 2023 calendar year, there are no minimum required cash contributions for the U.S. defined benefit pension plans under the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended.

Benefit payments are made using a combination of plan assets and cash payments. Most of the Company's pension plans have plan assets that predominately cover pension benefit obligations. The estimated future benefit payments, reflecting expected future service, as appropriate, are as follows:

	Pension Plans				Postretirement  Benefit Plans
(Dollars in millions)	U.S.		Non-U.S.
2023	$	230	$	28	$	47
2024	123		26		47
2025	122		28		47
2026	121		31		46
2027	126		35		45
2028-2032	604		187		208

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LEASES AND OTHER COMMITMENTS LEASES AND OTHER COMMITMENTS

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Commitments Disclosure [Text Block]

LEASES AND OTHER COMMITMENTS

Leases

There are two types of leases: financing and operating. Both types of leases have associated right-to-use assets and lease liabilities that are valued at the net present value of the lease payments and recognized on the 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 December 31, 2022 and 2021, right-to-use assets for operating leases totaled $211 million and $216 million, respectively, are included as a part of "Other noncurrent assets" on the Consolidated Statements of Financial Position. At both December 31, 2022 and 2021, the operating right-to-use assets include $3 million of assets previously classified as lease intangibles and $6 million and $5 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" on the Consolidated Statements of Financial Position. As of December 31, 2022, financing leases were not material to the Company's financial statements.

As of December 31, 2022, reconciliation of lease payments and operating lease liabilities is provided below:

(Dollars in millions)	Operating lease liabilities
2023	$	58
2024	46
2025	37
2026	26
2027	17
2028 and beyond	38
Total lease payments	222
Less: amounts of lease payments representing interest	20
Present value of future lease payments	202
Less: current obligations under leases	52
Long-term lease obligations	$	150

As of December 31, 2021, reconciliation of lease payments and operating lease liabilities is provided below:

(Dollars in millions)	Operating lease liabilities
2022	$	55
2023	44
2024	31
2025	24
2026	18
2027 and beyond	53
Total lease payments	225
Less: amounts of lease payments representing interest	18
Present value of future lease payments	207
Less: current obligations under leases	50
Long-term lease obligations	$	157

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 third quarter 2023. 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:

(Dollars in millions)		2022		2021		2020
Lease costs:
	Operating lease costs	$	67	$	71	$	73
	Short-term lease costs	45		40		37
	Sublease income	(13)		(4)		(4)
	Total	$	99	$	107	$	106

		December 31,
(Dollars in millions)		2022			2021
Other operating lease information:
	Cash paid for amounts included in the measurement of lease liabilities	$	67		$	69
	Right-to-use assets obtained in exchange for new lease liabilities	$	69		$	110
	Weighted-average remaining lease term, in years	6			6
	Weighted-average discount rate	3.2		%	2.7		%

Debt and Other Commitments

Eastman's obligations are summarized in the following table.

(Dollars in millions)	Payments Due for
Period	Debt Securities		Credit Facilities and Other		Interest Payable		Purchase Obligations		Operating Leases		Other Liabilities		Total
2023	$	800	$	326	$	180	$	166	$	58	$	207	$	1,737
2024	241		—		162		170		46		80		699
2025	693		—		143		140		37		88		1,101
2026	530		—		131		118		26		86		891
2027	196		499		97		112		17		102		1,023
2028 and beyond	1,866		—		1,091		2,366		38		912		6,273
Total	$	4,326	$	825	$	1,804	$	3,072	$	222	$	1,475	$	11,724

Estimated future payments of debt securities assumes the repayment of principal upon stated maturity, and actual amounts and the timing of such payments may differ materially due to repayment or other changes in the terms of such debt prior to maturity.

Eastman had various purchase obligations at December 31, 2022 totaling approximately $3.1 billion over a period of approximately 30 years for materials, supplies, and energy incident to the ordinary conduct of business. 

Amounts in other liabilities represent the current estimated cash payments required to be made by the Company primarily for pension and other postretirement benefits, accrued compensation benefits, environmental loss contingency estimates, uncertain tax liabilities, and commodity and foreign exchange hedging in the periods indicated. Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, management is unable to determine the timing of payments related to uncertain tax liabilities and these amounts are included in the "2028 and beyond" line item.

The amount and timing of pension and other postretirement benefit payments included in other liabilities is dependent upon interest rates, health care cost trends, actual returns on plan assets, retirement and attrition rates of employees, continuation or modification of the benefit plans, and other factors. Such factors can significantly impact the amount and timing of any future contributions by the Company. Excess contributions are periodically made by management in order to keep the plans' funded status above 80 percent under the funding provisions of the Pension Protection Act to avoid partial benefit restrictions on accelerated forms of payment. The Company's U.S. defined benefit pension plans are not currently under any benefit restrictions. See Note 11, "Retirement Plans", for more information regarding pension and other postretirement benefit obligations.

The resolution of uncertainties related to environmental matters included in other liabilities 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, if applicable, the expected sharing of costs, management does not believe that the Company's liability for these environmental matters, individually or in the aggregate, will be material to the Company's consolidated financial position, results of operations, or cash flows. See "Environmental Costs" in Note 1, "Significant Accounting Policies", and see Note 13, "Environmental Matters and Asset Retirement Obligations", for more information regarding outstanding environmental matters and asset retirement obligations.

Guarantees and claims also arise during the ordinary course of business from relationships with customers, suppliers, joint venture partners, and other parties when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Non-performance under a contract could trigger an obligation of the Company. The Company's current other guarantees include guarantees relating to intellectual property, environmental matters, third-party debt, and other indemnifications and have arisen through the normal course of business. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of these claims, if they were to occur. These other guarantees have remaining terms up to 15 years with maximum potential future payments of approximately $160 million in the aggregate, with none of these guarantees being individually significant to the Company's operating results, financial position, or liquidity. Management's current expectation is that future payment or performance related to non-performance under other guarantees is remote. Eastman utilizes letters of credit to support commitments made in the ordinary course of business. The Company does not expect that any claims against or draws on these instruments would have a material adverse effect on the Company.

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ENVIRONMENTAL MATTERS

12 Months Ended

Dec. 31, 2022

Environmental Matters [Abstract]

ENVIRONMENTAL MATTERS

ENVIRONMENTAL MATTERS AND ASSET RETIREMENT OBLIGATIONS

Certain Eastman manufacturing facilities generate hazardous and nonhazardous wastes, of which the treatment, storage, transportation, and disposal 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". The resolution of uncertainties related to environmental matters may have a material adverse effect on the Company's consolidated financial statements and related disclosures 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 overall financial statements and related disclosures.

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" on the Consolidated Statements of Financial Position as follows:

(Dollars in millions)	December 31,
	2022		2021
Environmental contingencies, current	$	10	$	20
Environmental contingencies, long-term	264		261
Total	$	274	$	281

Environmental Remediation

Estimated future environmental expenditures for undiscounted remediation costs ranged from the best estimate or minimum of $245 million to the maximum of $457 million and from the best estimate or minimum of $253 million to the maximum of $473 million at December 31, 2022 and 2021, respectively. The best estimate or minimum estimated future environmental expenditures are considered to be probable and reasonably estimable and include the amounts recognized at December 31, 2022.

Costs of certain remediation projects included in the environmental reserve are subject to a cost-sharing arrangement with Monsanto Company ("Monsanto") under the provisions of the Amended and Restated Settlement Agreement effective February 28, 2008 (the "Effective Date"), into which Solutia entered with Monsanto upon its emergence from bankruptcy (the "Monsanto Settlement Agreement"). Under the provisions of the Monsanto Settlement Agreement, Solutia, which became a wholly-owned subsidiary of Eastman on July 2, 2012, shares responsibility with Monsanto for remediation at certain locations outside of the boundaries of plant sites in Anniston, Alabama and Sauget, Illinois (the "Shared Sites"). Solutia is responsible for the funding of environmental liabilities at the Shared Sites up to a total of $325 million from the Effective Date. If remediation costs for the Shared Sites exceed this amount, such costs will thereafter be shared equally between Solutia and Monsanto. Including payments by Solutia prior to its acquisition by Eastman, $117 million had been paid for costs at the Shared Sites as of December 31, 2022. As of December 31, 2022, an additional $200 million has been recognized for estimated future remediation costs at the Shared Sites, over a period of approximately 30 years.

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 recognized in "Cost of sales" and "Other (income) charges, net" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Changes in the reserves for environmental remediation liabilities during full year 2022 and full year 2021 are summarized below:

(Dollars in millions)	Environmental Remediation Liabilities
Balance at December 31, 2020	$	257
Changes in estimates recognized in earnings and other	9
Cash reductions	(13)
Balance at December 31, 2021	253
Changes in estimates recognized in earnings and other	6
Cash reductions	(14)
Balance at December 31, 2022	$	245

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 was $29 million and $28 million at December 31, 2022 and December 31, 2021, respectively. 

Other

Eastman's cash expenditures related to environmental protection and improvement were $300 million, $281 million, and $265 million in 2022, 2021, and 2020, respectively, and include operating costs associated with environmental protection equipment and facilities, engineering costs, and construction costs. The cash expenditures above include environmental capital expenditures of approximately $60 million, $38 million, and $42 million in 2022, 2021, and 2020, respectively.

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 in Pace, Florida and Oulu, Finland. These non-environmental asset retirement obligations were $51 million at both December 31, 2022 and 2021, and are included in "Other long-term liabilities" on the Consolidated Statements of Financial Position.

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LEGAL MATTERS	12 Months Ended
	Dec. 31, 2022
Legal Matters [Abstract]
Commitments and Contingencies Disclosure [Text Block]	LEGAL MATTERSFrom 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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STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

A reconciliation of the changes in stockholders' equity for 2022, 2021, and 2020 is provided below:

(Dollars in millions)	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	—		—		478		—		—		478		11		489
Cash Dividends (1)	—		—		(363)		—		—		(363)		—		(363)
Other Comprehensive (Loss)	—		—		—		(59)		—		(59)		—		(59)
Share-Based Compensation Expense (2)	—		44		—		—		—		44		—		44
Stock Option Exercises	—		36		—		—		—		36		—		36
Other (3)	—		(11)		—		—		—		(11)		2		(9)
Share Repurchase	—		—		—		—		(60)		(60)		—		(60)
Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)
Balance at December 31, 2020	$	2	$	2,174	$	8,080	$	(273)	$	(3,960)	$	6,023	$	85	$	6,108
Net Earnings	—		—		857		—		—		857		10		867
Cash Dividends (1)	—		—		(380)		—		—		(380)		—		(380)
Other Comprehensive Income	—		—		—		91		—		91		—		91
Share-Based Compensation Expense (2)	—		70		—		—		—		70		—		70
Stock Option Exercises	—		62		—		—		—		62		—		62
Other (3)	—		(19)		—		—		—		(19)		3		(16)
Share Repurchase (4)	—		(100)		—		—		(900)		(1,000)		—		(1,000)
Distributions to noncontrolling interest	—		—		—		—		—		—		(14)		(14)
Balance at December 31, 2021	$	2	$	2,187	$	8,557	$	(182)	$	(4,860)	$	5,704	$	84	$	5,788
Net Earnings	—		—		793		—		—		793		3		796
Cash Dividends (1)	—		—		(377)		—		—		(377)		—		(377)
Other Comprehensive Income	—		—		—		(23)		—		(23)		—		(23)
Share-Based Compensation Expense (2)	—		69		—		—		—		69		—		69
Stock Option Exercises	—		9		—		—		—		9		—		9
Other (3)	—		(20)		—		—		—		(20)		(4)		(24)
Share Repurchase (5)	—		70		—		—		(1,072)		(1,002)		—		(1,002)
Balance at December 31, 2022	$	2	$	2,315	$	8,973	$	(205)	$	(5,932)	$	5,153	$	83	$	5,236

(1)Cash dividends includes cash dividends paid and dividends declared, but unpaid.

(2)Share-based compensation expense is 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.

(4)Additional paid-capital in 2021 included payment for repurchase of shares under the 2021 ASR which had not yet been delivered.

(5)Additional paid-in capital in 2022 included the final settlement of the 2021 ASR and the favorable settlement of the second quarter 2022 accelerated share repurchase program (the "2022 ASR").

Eastman is authorized to issue 400 million shares of all classes of stock, of which 50 million may be preferred stock, par value $0.01 per share, and 350 million may be common stock, par value $0.01 per share. The Company declared dividends per share of $3.07 in 2022, $2.83 in 2021, and $2.67 in 2020.

In 1997 the Company established a benefit security trust to provide a degree of financial security for unfunded obligations under certain unfunded plans. A warrant to purchase up to 6 million shares of par value common stock of the Company was contributed to the trust. The warrant, which remains outstanding, is exercisable by the trustee if the Company does not meet certain funding obligations, which obligations would be triggered by certain occurrences, including a change in control or potential change in control, as defined, or failure by the Company to meet its payment obligations under certain covered unfunded plans. Such warrant is excluded from the computation of diluted EPS because the conditions upon which the warrant becomes exercisable have not been met.

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 and its stockholders (the "2018 authorization"). The Company completed the 2018 authorization in May 2022, acquiring a total of 19,915,370 shares. In December 2021, the Company's Board of Directors authorized the additional repurchase of up to $2.5 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 and its stockholders (the "2021 authorization"). As of December 31, 2022, a total of 6,743,883 shares have been repurchased under the 2021 authorization for $635 million. Both dividends and share repurchases are key strategies employed by the Company to return value to its stockholders.

In fourth quarter 2021, the Company entered into an accelerated share repurchase program ("2021 ASR") to purchase $500 million of the Company's common stock under the 2018 authorization. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2021 ASR's purchase period, which was settled in first quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2021 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2021 ASR were delivered in fourth quarter 2021 and the remaining shares were delivered in first quarter 2022.

In second quarter 2022, the Company entered into an accelerated share repurchase program ("2022 ASR") to purchase $500 million of the Company's common stock under the Board approved authorizations. In exchange for upfront payment totaling $500 million, the financial institutions committed to deliver shares during the 2022 ASR's purchase period, which was settled in third quarter 2022. The total number of shares ultimately delivered was determined at the end of the applicable purchase period based on the volume-weighted average price of the Company's stock during the term of the 2022 ASR, less a discount. Approximately 80 percent of the expected shares repurchased under the 2022 ASR were delivered in second quarter 2022 and the remaining shares were delivered in third quarter 2022.

During 2022, the Company repurchased 10,710,259 shares of common stock for $1,102 million, which included $100 million from the settlement of the 2021 ASR. During 2021 and 2020, the Company repurchased shares of common stock of 8,061,779 and 1,134,052, respectively, for a cost of approximately $900 million and $60 million, respectively.

The Company's charitable foundation held 50,798 issued and outstanding shares of the Company's common stock at December 31, 2022, 2021, and 2020 which are included in treasury stock in the Consolidated Statements of Financial Position and excluded from calculations of diluted EPS.

The following table sets forth the computation of basic and diluted EPS:

	For years ended December 31,
(In millions, except per share amounts)	2022		2021		2020
Numerator
Net earnings attributable to Eastman	$	793	$	857	$	478
Denominator
Weighted average shares used for basic EPS	123.5		134.9		135.5
Dilutive effect of stock options and other award plans	1.4		2.2		1.0
Weighted average shares used for diluted EPS	124.9		137.1		136.5
EPS (1)
Basic	$	6.42	$	6.35	$	3.53
Diluted	$	6.35	$	6.25	$	3.50

(1)     EPS is calculated using whole dollars and shares.

Shares underlying stock options excluded from the 2022, 2021, and 2020 calculations of diluted EPS were 1,398,110, 150,781, and 2,424,826, respectively, because the grant 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.

Shares of common stock issued, including shares held in treasury, are presented below:

	For years ended December 31,
	2022	2021	2020
Balance at beginning of year	221,809,309	220,641,506	219,638,646
Issued for employee compensation and benefit plans	539,248	1,167,803	1,002,860
Balance at end of year	222,348,557	221,809,309	220,641,506

Accumulated Other Comprehensive Income (Loss)

(Dollars in millions)	Cumulative Translation Adjustment		Benefit Plans Unrecognized Prior Service Credits		Unrealized Gains (Losses) on Cash Flow Hedges		Unrealized Losses on Investments		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2020	$	(293)	$	87	$	(66)	$	(1)	$	(273)
Period change	56		(28)		63		—		91
Balance at December 31, 2021	(237)		59		(3)		(1)		(182)
Period change	7		(27)		(3)		—		(23)
Balance at December 31, 2022	$	(230)	$	32	$	(6)	$	(1)	$	(205)

Amounts of other comprehensive income (loss) are presented net of applicable taxes. Eastman records deferred income taxes on the cumulative translation adjustment 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 cumulative translation adjustment of other subsidiaries outside the United States, as the cumulative translation adjustment is considered to be a component of indefinitely invested, unremitted earnings of these foreign subsidiaries.

Components of total other comprehensive income (loss) recorded in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings are presented below, before tax and net of tax effects:

	For years ended December 31,
	2022				2021				2020
(Dollars in millions)	Before Tax		Net of Tax		Before Tax		Net of Tax		Before Tax		Net of Tax
Change in cumulative translation adjustment	$	7	$	7	$	56	$	56	$	(29)	$	(29)
Defined benefit pension and other postretirement benefit plans:
Prior service credit arising during the period	—		—		—		—		12		9
Amortization of unrecognized prior service credits included in net periodic costs	(34)		(27)		(38)		(28)		(38)		(28)
Derivatives and hedging:
Unrealized gain (loss) during period	71		53		88		66		(46)		(34)
Reclassification adjustment for (gains) losses included in net income, net	(75)		(56)		(4)		(3)		31		23
Total other comprehensive income (loss)	$	(31)	$	(23)	$	102	$	91	$	(70)	$	(59)

For additional information regarding the impact of reclassifications into earnings, refer to Note 10, "Derivative and Non-Derivative Financial Instruments", and Note 11, "Retirement Plans".

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ASSET IMPAIRMENTS AND RESTRUCTURING

12 Months Ended

Dec. 31, 2022

Restructuring Costs and Asset Impairment Charges [Abstract]

ASSET IMPAIRMENTS AND RESTRUCTURING

ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES, NETComponents of asset impairments and restructuring charges, net, are presented below:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Tangible Asset Impairments
CI & AFP - Singapore (1)	$	—	$	3	$	—
Site optimizations
Other - Tire additives (2)	—		12		5
AM - Advanced interlayers (3)	—		1		—
AM - Performance films (4)	—		—		5
AFP - Animal nutrition (5)	—		—		3
Discontinuation of growth initiatives (6)	—		—		8
	—		16		21
Loss (Gain) on Sale of Previously Impaired Assets
Site optimizations
AM - Advanced interlayers (3)	16		—		—
Other - Tire additives (2)	(1)		—		—
AFP - Animal nutrition (5)	—		(1)		—
	15		(1)		—
Intangible Asset Impairments
Other - Tradenames (7)	—		—		123
AFP - Customer relationships (8)	—		—		2
	—		—		125
Severance Charges
Cost reduction and business improvement actions (9)	22		1		47
CI & AFP - Singapore (1)	—		—		6
Site optimizations
Other - Tire additives (2)	—		—		3
AM - Advanced interlayers (3)	—		1		5
AM - Performance films (4)	1		—		3
AFP - Animal nutrition (5)	—		—		1
Fibers - Acetate Yarn (10)	7		—		—
	30		2		65
Other Restructuring Costs
Cost reduction and business improvement actions (9)	—		—		14
Discontinuation of growth initiatives contract termination fees (6)	—		—		4
CI & AFP - Singapore (1)	3		17		—
Site optimizations
Other - Tire additives (2)	—		6		—
AM - Advanced interlayers (3)	2		5		—
AM - Performance films (4)	—		2		—
AFP - Animal nutrition (5)	—		—		(2)
Fibers - Acetate Yarn (10)	2		—		—
	7		30		16
Total	$	52	$	47	$	227

(1)Site closure costs of $3 million in 2022 in the CI segment, asset impairment charges in 2021 of $2 million and $1 million in the CI segment and the AFP segment, respectively, and severance charges in 2020 of $5 million and $1 million in the CI segment and the AFP segment, respectively, and site closure costs, including contract termination fees, in 2021 of $14 million and $3 million in the CI segment and the AFP segment, respectively, resulting from closure of the Singapore manufacturing site.

(2)Asset impairment charges of $8 million in 2021 for assets associated with divested rubber additives. Gain on sale of previously impaired assets in 2022, asset impairment charges of $4 million, and site closure costs in 2021, from the previously reported closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization. Fixed asset impairment charges and severance charges in 2020 from the closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization.

(3)Asset impairment charges, loss on transfer of previously impaired assets to a third party, severance charges, and site closure costs in the Advanced Materials ("AM") segment due to the closure of an advanced interlayers manufacturing facility in North America as part of site optimization. In addition, accelerated depreciation of $4 million and $8 million was recognized in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in 2021 and 2020, respectively, related to the closure of this facility.

(4)Severance charges in 2022 for the closure of a performance films research and development facility, fixed asset impairments, severance charges, and site closure costs in 2021 and 2020 from the closure of a performance films manufacturing facility in North America as part of site optimization.

(5)Fixed asset impairments, severance charges, and other restructuring gains in 2020 in from the closure of an animal nutrition manufacturing facility in Asia Pacific as part of site optimization, and in 2021 a gain from the sale of the previously impaired assets.

(6)Fixed asset impairments and contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including Avra™ performance fibers, the financial results of which were not allocated to an operating segment and reported in "Other".

(7)Intangible asset impairment charges in the now divested tire additives business to reduce the carrying values of the Crystex™ and Santoflex™ 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 are primarily the result of weakened demand in transportation markets impacted by COVID-19 and increased competitive pricing pressure as a result of global capacity increases.

(8)Intangible asset impairment charge for customer relationships.

(9)Severance charges in 2022 and severance charges and related costs in 2020 as part of business improvement and cost reduction initiatives which was reported in "Other".

(10)Severance charges and site closure costs related to closure of an acetate yarn manufacturing facility in Europe.

Reconciliations of the beginning and ending restructuring liability amounts are as follows:

(Dollars in millions)	Balance at January 1, 2022		Provision/ Adjustments		Non-cash Reductions/ Additions		Cash Reductions		Balance at December 31, 2022
Severance costs	$	12	$	31	$	—	$	(9)	$	34
Site closure & restructuring costs	5		21		1		(26)		1
Total	$	17	$	52	$	1	$	(35)	$	35

(Dollars in millions)	Balance at January 1, 2021		Provision/ Adjustments		Non-cash Reductions/ Additions		Cash Reductions		Balance at December 31, 2021
Non-cash charges	$	—	$	16	$	(16)	$	—	$	—
Severance costs	65		2		(1)		(54)		12
Site closure & restructuring costs	14		29		(9)		(29)		5
Total	$	79	$	47	$	(26)	$	(83)	$	17

(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
Site closure & restructuring costs	11		17		—		(14)		14
Total	$	28	$	227	$	(144)	$	(32)	$	79

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

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OTHER CHARGES (INCOME), NET

12 Months Ended

Dec. 31, 2022

Other Income and Expenses [Abstract]

OTHER CHARGES (INCOME), NET

OTHER (INCOME) CHARGES, NET

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Foreign exchange transaction losses (gains), net (1)	$	16	$	10	$	16
(Income) loss from equity investments and other investment (gains) losses, net	(19)		(16)		(15)
Other, net (2)	(3)		(11)		7
Other (income) charges, net	$	(6)	$	(17)	$	8

(1)Net impact of revaluation of foreign entity assets and liabilities and effects of foreign exchange non-qualifying derivatives.

(2)Includes environmental and other costs from previously divested or non-operational sites and product lines and adjustments to contingent considerations.

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SHARE-BASED COMPENSATION PLANS AND AWARDS

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION PLANS AND AWARDS

SHARE-BASED COMPENSATION PLANS AND AWARDS

2021 Omnibus Stock Compensation Plan

Eastman's 2021 Omnibus Stock Compensation Plan ("2021 Omnibus Plan") was approved by stockholders at the May 6, 2021 Annual Meeting of Stockholders and shall remain in effect until its fifth anniversary. The 2021 Omnibus Plan authorizes the Compensation and Management Development Committee of the Board of Directors to grant awards, designate participants, determine the types and numbers of awards, determine the terms and conditions of awards and determine the form of award settlement. Under the 2021 Omnibus Plan, the aggregate number of shares reserved and available for issuance is 10 million, which consist of shares not previously authorized for issuance under any other plan. The number of shares covered by an award is counted against this share reserve as of the grant date of the award. Shares covered by full value awards (e.g. performance shares and restricted stock awards) are counted against the total number of shares available for issuance or delivery under the plan as 2.5 shares for every one share covered by the award. Any stock distributed pursuant to an award may consist of, in whole or in part, authorized and unissued stock, treasury stock, or stock purchased on the open market. Under the 2021 Omnibus Plan and previous plans, the forms of awards have included restricted stock and restricted stock units, stock options, stock appreciation rights ("SARs"), and performance shares. The 2021 Omnibus Plan is flexible as to the number of specific forms of awards, but provides that stock options and SARs are to be granted at an exercise price not less than 100 percent of the per share fair market value on the date of the grant.

Director Stock Compensation Subplan

Eastman's 2021 Director Stock Compensation Subplan ("Directors' Subplan"), a component of the 2021 Omnibus Plan, remains in effect until terminated by the Board of Directors or the earlier termination of the 2021 Omnibus Plan. The Directors' Subplan provides for structured awards of restricted shares to non-employee members of the Board of Directors. Restricted shares awarded under the Directors' Subplan are subject to the same terms and conditions of the 2021 Omnibus Plan. The Directors' Subplan does not constitute a separate source of shares for grants of equity awards and all shares awarded are part of the 10 million shares authorized under the 2021 Omnibus Plan. Shares of restricted stock are granted on the first day of a non-employee director's initial term of service and shares of restricted stock are granted each year to each non-employee director on the date of the annual meeting of stockholders.

It has been the Company's practice to issue new shares rather than treasury shares for equity awards for compensation plans, including the 2021 Omnibus Plan and the Directors' Subplan, that require settlement by the issuance of common stock and to withhold or accept back shares awarded to cover the related income tax obligations of employee participants. Shares of unrestricted common stock owned by non-employee directors are not eligible to be withheld or acquired to satisfy the withholding obligation related to their income taxes. Shares of unrestricted common stock owned by specified senior management level employees are accepted by the Company to pay the exercise price of stock options in accordance with the terms and conditions of their awards.

Compensation Expense

For 2022, 2021, and 2020, total share-based compensation expense (before tax) of approximately $69 million, $70 million, and $44 million, respectively, was recognized in "Selling, general and administrative expense" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for all share-based awards of which approximately $11 million, $9 million, and $7 million, respectively, related to stock options. The compensation expense is recognized over the substantive vesting period, which may be a shorter time period than the stated vesting period for qualifying termination eligible employees as defined in the forms of award notice. Approximately $7 million for 2022, $2 million for 2021, and $1 million for 2020 of stock option compensation expense was recognized each year due to qualifying termination eligibility preceding the requisite vesting period.

Stock Option Awards

Options have been granted on an annual basis by the Compensation and Management Development Committee of the Board of Directors under the 2021 Omnibus Plan and predecessor plans to employees. Option awards have an exercise price equal to the closing price of the Company's stock on the date of grant. The term of options is 10 years with vesting periods that vary up to three years. Vesting usually occurs ratably over the vesting period or at the end of the vesting period. The Company utilizes the Black Scholes Merton option valuation model which relies on certain assumptions to estimate an option's fair value.

The weighted average assumptions used in the determination of fair value for stock options awarded in 2022, 2021, and 2020 are provided in the table below:

Assumptions	2022	2021	2020
Expected volatility rate	28.98%	28.99%	21.56%
Expected dividend yield	2.57%	3.58%	3.30%
Average risk-free interest rate	2.35%	0.95%	0.94%
Expected term years	6.4	6.0	5.9

The volatility rate of grants is derived from historical Company common stock price volatility over the same time period as the expected term of each stock option award. The volatility rate is derived by mathematical formula utilizing the weekly high closing stock price data over the expected term. The expected dividend yield is calculated using the Company's average of the last four quarterly dividend yields. The average risk-free interest rate is derived from United States Department of Treasury published interest rates of daily yield curves for the same time period as the expected term. The weighted average expected term reflects the analysis of historical share-based award transactions and includes option swap and reload grants which may have much shorter remaining expected terms than new option grants.

A summary of the activity of the Company's stock option awards for 2022, 2021, and 2020 is presented below:

	2022			2021			2020
	Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price
Outstanding at beginning of year	3,168,500	$	84	3,526,600	$	79	3,479,300	$	80
Granted	443,100	113		449,700	109		622,000	62
Exercised	(122,700)	74		(807,200)	77		(568,800)	64
Cancelled, forfeited, or expired	(9,700)	87		(600)	74		(5,900)	82
Outstanding at end of year	3,479,200	$	88	3,168,500	$	84	3,526,600	$	79
Options exercisable at year-end	2,534,400			2,047,500			2,192,300
Available for grant at end of year	8,355,640			9,866,480			4,046,748

The following table provides the remaining contractual term and weighted average exercise prices of stock options outstanding and exercisable at December 31, 2022:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding at December 31, 2022	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number Exercisable at December 31, 2022	Weighted-Average Exercise Price
$61-$75	1,037,200	5.2	$	65	831,800	$	66
$76-$90	1,099,700	5.3	82		1,018,600	82
$91-$105	535,800	5.2	104		535,800	104
$106-$121	806,500	8.6	114		148,200	109
	3,479,200	6.0	$	88	2,534,400	$	83

The range of exercise prices of options outstanding at December 31, 2022 is approximately $61 to $121 per share. The aggregate intrinsic value of total options outstanding and total options exercisable at December 31, 2022 is $17 million and $13 million, respectively. Intrinsic value is the amount by which the closing market price of the stock at December 31, 2022 exceeds the exercise price of the option grants.

The weighted average remaining contractual life of all exercisable options at December 31, 2022 is 5.1 years.

The weighted average fair value of options granted during 2022, 2021, and 2020 was $26.80, $19.81, and $7.92, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020, was $6 million, $31 million, and $14 million, respectively. Cash proceeds received by the Company from option exercises totaled $10 million with a related tax benefit of $1 million, respectively, for 2022, $62 million with a related tax benefit of $5 million, respectively, for 2021, and $36 million with a related tax benefit of $2 million, respectively, for 2020. The total fair value of shares vested during the years ended December 31, 2022, 2021, and 2020 was $8 million, $8 million, and $9 million, respectively.

A summary of the changes in the Company's nonvested options during the year ended December 31, 2022 is presented below:

Nonvested Options	Number of Options	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2022	1,121,000	$13.88
Granted	443,100	$26.80
Vested	(611,900)	$12.99
Cancelled, forfeited, or expired	(7,400)	$14.90
Nonvested options at December 31, 2022	944,800	$20.50

For nonvested options at December 31, 2022, approximately $3 million in compensation expense will be recognized over the next two years.

Other Share-Based Compensation Awards

In addition to stock option awards, Eastman has awarded long-term performance share awards, restricted stock awards, and SARs. The long-term performance share awards are based upon actual return on capital compared to a target return on capital and total stockholder return compared to a peer group ranking by total stockholder return over a three year performance period. The awards are valued using a Monte Carlo Simulation based model and vest pro-rata over the three year performance period. The number of long-term performance award target shares granted for the 2022-2024, 2021-2023, and 2020-2022 periods were 288 thousand, 311 thousand, and 423 thousand, respectively. The target shares granted are assumed to be 100 percent. At the end of the three-year performance period, the actual number of shares awarded can range from zero percent to 250 percent of the target shares granted based on the award notice. The number of restricted stock awards granted during 2022, 2021, and 2020 were 160 thousand, 166 thousand, and 227 thousand, respectively. The fair value of a restricted stock award is equal to the closing stock price of the Company's stock on the date of grant and normally vests over a period of three years. The recognized compensation expense before tax for these other share-based awards in the years ended December 31, 2022, 2021, and 2020 was approximately $58 million, $60 million, and $37 million, respectively. The unrecognized compensation expense before tax for these same type awards at December 31, 2022 was approximately $73 million and will be recognized primarily over a period of two years.

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SUPPLEMENTAL CASH FLOW INFORMATION

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL CASH FLOW INFORMATION

Included in the line item "Other items, net" of the "Operating activities" section of the Consolidated Statements of Cash Flows are specific changes to certain balance sheet accounts as follows:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Current assets	$	22	$	(57)	$	(1)
Other assets	12		(32)		(14)
Current liabilities	180		109		5
Long-term liabilities and equity	76		69		15
Total	$	290	$	89	$	5

The above changes included transactions such as 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.

Cash flows from derivative financial instruments accounted for as hedges are classified in the same category as the item being hedged.

Cash paid for interest and income taxes is as follows:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Interest, net of amounts capitalized	$	179	$	170	$	191
Income taxes, net of refunds	78		122		179
Non-cash investing activities:
Outstanding trade payables related to capital expenditures	64		22		20

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT AND REGIONAL SALES INFORMATION

Eastman's products and operations are managed and reported in four operating segments: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), 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.

To maintain comparability of segment financial statement information, the Company has moved the divested businesses from the AFP segment to "Other" and recast the segment financial information for sales revenue, EBIT, assets, depreciation and amortization expense, and capital expenditures related to the divested rubber additives product lines and related assets and technology and the divested adhesives resins business.

Advanced Materials Segment

In the AM segment, the Company produces and markets polymers, films, and plastics with differentiated performance properties for value-added end-uses in transportation; durables and electronics; building and construction; medical and pharma; and consumables end-markets.

The advanced interlayers product line includes polyvinyl butyral sheet and specialty polyvinyl butyral intermediates. The performance films product line primarily consists of window films and protective films products for aftermarket applied films. The specialty plastics product line consists of two primary products: copolyesters and cellulosic biopolymers.

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Advanced Interlayers	29%	29%	29%
Performance Films	20%	20%	20%
Specialty Plastics	51%	51%	51%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	33%	30%	34%
Asia Pacific	35%	38%	33%
Europe, Middle East, and Africa	26%	27%	27%
Latin America	6%	5%	6%
Total	100%	100%	100%

Additives & Functional Products Segment

In the AFP segment, the Company manufactures materials for products in the transportation; personal care and wellness; food, feed, and agriculture; building and construction; water treatment and energy; consumables; and durables and electronics end-markets.

The products manufactured by the Company in the animal nutrition business consist of organic acid-based solutions product lines. The care additives business consists of amine derivative-based building blocks for the production of flocculants, intermediates for surfactants, fumigants, fungicides, and plant growth regulator products. The coatings additives product line can be broadly classified as polymers and additives and solvents and include specialty coalescents, specialty solvents, paint additives, and specialty polymers. In the specialty fluids product line, the Company produces heat transfer and aviation fluids products.

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Animal Nutrition	14%	12%	12%
Care Additives	34%	32%	34%
Coatings Additives	34%	38%	36%
Specialty Fluids	18%	18%	18%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	39%	38%	38%
Asia Pacific	24%	27%	26%
Europe, Middle East, and Africa	31%	29%	30%
Latin America	6%	6%	6%
Total	100%	100%	100%

Chemical Intermediates Segment

Eastman leverages large scale and vertical integration from the cellulosic biopolymers and acetyl, olefins, and alkylamines streams to support the Company's specialty operating segments with advantaged cost positions. The CI segment sells excess intermediates beyond the Company's internal specialty needs into end-markets such as industrial chemicals and processing, building and construction, health and wellness, and agrochemicals.

The functional amines product lines include methylamines and salts, and higher amines and solvents. In the intermediates product line, the Company produces olefin derivatives, acetyl derivatives, ethylene, and commodity solvents. The plasticizers product line consists of a unique set of primary non-phthalate and phthalate plasticizers and a range of niche non-phthalate plasticizers.

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Functional Amines	24%	21%	23%
Intermediates	56%	57%	57%
Plasticizers	20%	22%	20%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	70%	70%	65%
Asia Pacific	7%	8%	13%
Europe, Middle East, and Africa	17%	16%	16%
Latin America	6%	6%	6%
Total	100%	100%	100%

Fibers Segment

In the Fibers segment, Eastman manufactures and sells acetate tow and triacetin plasticizers for use in filtration media, primarily cigarette filters; cellulosic staple fibers and filament yarn for use in apparel, home furnishings, and industrial fabrics; nonwoven media for use in filtration and friction applications, used primarily in transportation, industrial, and agricultural end-markets; and cellulose acetate flake and acetyl raw materials for other acetate fiber producers.

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Acetate Tow	64%	64%	70%
Acetate Yarn	14%	14%	9%
Acetyl Chemical Products	16%	16%	16%
Nonwovens	6%	6%	5%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	25%	25%	26%
Asia Pacific	35%	35%	32%
Europe, Middle East, and Africa	37%	37%	39%
Latin America	3%	3%	3%
Total	100%	100%	100%

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Sales by Segment
Advanced Materials	$	3,207	$	3,027	$	2,524
Additives & Functional Products	3,165		2,708		2,095
Chemical Intermediates	3,026		2,849		2,090
Fibers	1,022		900		837
Total Sales by Operating Segment	10,420		9,484		7,546
Other (1)	160		992		927
Total Sales	$	10,580	$	10,476	$	8,473

(1)"Other" includes sales revenue from the divested rubber additives and adhesives resins businesses.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings (Loss) Before Interest and Taxes by Segment
Advanced Materials	$	376	$	519	$	427
Additives & Functional Products	483		448		382
Chemical Intermediates	409		445		166
Fibers	131		142		180
Total EBIT by Operating Segment	1,399		1,554		1,155
Other (1)
Growth initiatives and businesses not allocated to operating segments	(196)		(49)		(32)
Pension and other postretirement benefit plans income (expense), net not allocated to operating segments	70		375		(156)
Asset impairments and restructuring charges, net	(21)		(18)		(206)
Net gain (loss) on divested businesses and related transaction costs	(61)		(570)		—
Steam line incident costs, net of insurance proceeds	(39)		—		—
Other income (charges), net not allocated to operating segments	7		(11)		(20)
Total EBIT	$	1,159	$	1,281	$	741

(1)"Other" includes EBIT of $6 million in 2022 and loss before interest and taxes of $502 million and $70 million in 2021 and 2020, respectively, from the divested rubber additives and adhesives resins businesses.

	December 31,
(Dollars in millions)	2022		2021
Assets by Segment (1)
Advanced Materials	$	4,967	$	4,661
Additives & Functional Products	4,127		4,188
Chemical Intermediates	2,695		2,703
Fibers	1,046		972
Total Assets by Operating Segment	12,835		12,524
Corporate Assets	1,832		2,995
Total Assets	$	14,667	$	15,519

(1)Segment assets include accounts receivable, inventory, fixed assets, goodwill, and intangible assets. As disclosed in Note 1, "Significant Accounting Policies", December 31, 2021 Assets by Segment have been recast from Note 20, "Segment and Regional Sales Information", to the Company's 2021 Annual Report on Form 10-K. Prior to the recast, December 31, 2021 assets reported for the AFP segment were revised from $4,643 million to $5,195 million, and assets reported for Corporate and Other Assets were revised from $2,540 million to $1,988 million. Total assets were not impacted by the misclassification.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Depreciation and Amortization Expense by Segment
Advanced Materials	$	163	$	177	$	187
Additives & Functional Products	134		132		125
Chemical Intermediates	112		111		108
Fibers	61		60		56
Total Depreciation and Amortization Expense by Operating Segment	470		480		476
Other (1)	7		58		98
Total Depreciation and Amortization Expense	$	477	$	538	$	574

(1)"Other" includes depreciation and amortization expense from the divested rubber additives and adhesives resins businesses.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Capital Expenditures by Segment
Advanced Materials	$	341	$	280	$	140
Additives & Functional Products	98		97		79
Chemical Intermediates	98		124		84
Fibers	43		33		31
Total Capital Expenditures by Operating Segment	580		534		334
Other (1)	31		21		49
Total Capital Expenditures	$	611	$	555	$	383

(1)"Other" includes capital expenditures from the divested rubber additives and adhesives resins businesses.

Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location.

(Dollars in millions)	For years ended December 31,
Geographic Information	2022		2021		2020
Sales
United States	$	4,738	$	4,397	$	3,437
All foreign countries	5,842		6,079		5,036
Total	$	10,580	$	10,476	$	8,473
	December 31,
	2022		2021		2020
Net properties
United States	$	4,180	$	3,847	$	4,106
All foreign countries	980		1,149		1,443
Total	$	5,160	$	4,996	$	5,549

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RESERVE ROLLFORWARDS

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

RESERVE ROLLFORWARDS

RESERVE ROLLFORWARDS

Valuation and Qualifying Accounts

(Dollars in millions)			Additions
	Balance at January 1, 2022		Charges (Credits) to Cost and Expense		Other Accounts		Deductions		Balance at December 31, 2022
Reserve for:
Credit losses	$	17	$	(2)	$	—	$	—	$	15
LIFO inventory	365		128		—		—		493
Non-environmental asset retirement obligations	51		2		(1)		1		51
Environmental contingencies	281		7		—		14		274
Deferred tax valuation allowance	339		(79)		(2)		—		258
	$	1,053	$	56	$	(3)	$	15	$	1,091

(Dollars in millions)			Additions
	Balance at January 1, 2021		Charges (Credits) to Cost and Expense		Other Accounts (1)		Deductions (2)		Balance at December 31, 2021
Reserve for:
Credit losses	$	14	$	4	$	(1)	$	—	$	17
LIFO inventory	226		159		(30)		(10)		365
Non-environmental asset retirement obligations	51		2		(1)		1		51
Environmental contingencies	285		11		—		15		281
Deferred tax valuation allowance	393		(55)		1		—		339
	$	969	$	121	$	(31)	$	6	$	1,053

(1)Other accounts in the reserve for LIFO inventory was due to assets held for sale classification resulting from the Company entering into a definitive agreement to sell the adhesives resins business.

(2)Deductions in the reserve for LIFO inventory was the result of the divestiture of rubber additives. For additional information, see Note 2, "Divestitures".

(Dollars in millions)			Additions
	Balance at January 1, 2020		Charges (Credits) to Cost and Expense		Other Accounts		Deductions		Balance at December 31, 2020
Reserve for:
Credit losses	$	11	$	4	$	—	$	1	$	14
LIFO inventory	248		(22)		—		—		226
Non-environmental asset retirement obligations	48		2		1		—		51
Environmental contingencies	287		8		—		10		285
Deferred tax valuation allowance	453		(61)		1		—		393
	$	1,047	$	(69)	$	2	$	11	$	969

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Financial Statement Presentation

Financial Statement Presentation

The consolidated financial statements of Eastman Chemical Company ("Eastman" or the "Company") and subsidiaries are prepared in conformity with accounting principles generally accepted ("GAAP") in the United States and of necessity include some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The 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 in minority-owned companies 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 consolidated financial statements and accompanying footnotes to conform to current period presentation, including sales revenue, earnings before interest and taxes ("EBIT"), assets, depreciation and amortization expense, and capital expenditures related to the divested rubber additives product lines and related assets and technology and the adhesives resins business. See Note 20, "Segment and Regional Sales Information", for more information.

New Accounting Pronouncements

Recently Adopted Accounting Standards

Accounting Standards Update ("ASU") 2021-05 Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments: On January 1, 2022, Eastman adopted this update which is a part of the Financial Accounting Standards Board's ("FASB") post-implementation review of this Topic. The update provides that lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both: the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The adoption did not have a significant impact on the Company's financial statements and related disclosures.

ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance: On January 1, 2022, Eastman adopted prospectively this amendment which requires business entities that account for transactions with a government by applying a grant or contribution model by analogy (for example, a grant model within International Financial Reporting Standards) to provide annual disclosures about government assistance recorded during the period. The adoption did not have a significant impact on the Company's financial statements and related disclosures.

Accounting Standards Issued But Not Adopted as of December 31, 2022

ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: The FASB issued this update in October 2021, which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 Revenue from Contracts with Customers, as if it had originated the contracts. The update also provides certain practical expedients for acquirers and is applicable to all contract assets and liabilities within the scope of Topic 606. The expedients are as follows: "provides relief for contracts that have been previously modified before the acquisition date" and "relief for situations in which the acquirer does not have the appropriate data or expertise to analyze the historical periods in which the contract was entered into". This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Adoption is on a prospective basis to business combinations occurring on or after the initial application. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method: The FASB issued this update in March 2022. This ASU clarifies the guidance in Accounting Standards Codification ("ASC") 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 (released on August 28, 2017) that, among other things, established the "last-of-layer" method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renames that method the "portfolio layer" method and addresses feedback from stakeholders regarding its application. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures: The FASB issued this update in March 2022. This ASU updates the requirements for accounting for credit losses under ASC 326, eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310-40, and enhances creditors' disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial difficulty. This ASU also amends the guidance on "vintage disclosures" to require disclosure of gross write-offs by year of origination. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: The FASB issued this update in June 2022, which states that when measuring the fair value of an asset or a liability, a reporting entity should consider the characteristics of the asset or liability, including restrictions on the sale of the asset or liability, if a market participant also would take those characteristics into account. Key to that determination is the unit of account for the asset or liability being measured at fair value. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. Management does not expect that changes required by the new standard will have a significant impact on the Company's financial statements and related disclosures.

ASU 2022-04 Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations: The FASB issued this update in September 2022, which requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program. Required disclosures include information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Management is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and related disclosures.

ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848: The FASB issued this update in December 2022, which extends the temporary optional relief in accounting for the impact of reference rate reform under Topic 848 from December 31, 2022 to December 31, 2024. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. This update was effective immediately upon issuance, with no impact on the Company's financial statements and related disclosures.

Revenue Recognition and Customer Incentives

Revenue Recognition

Eastman recognizes revenue when performance obligations of the sale are satisfied. Eastman sells to customers through master sales agreements or standalone purchase orders. The majority of the Company's terms of sale have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when control has been transferred to the customer, generally at the time of shipment of products.

Eastman accounts for shipping and handling as activities to fulfill the promise to transfer the good and does not allocate revenue to those activities. All related shipping and handling costs are recognized at the time of shipment. Amounts collected for sales or other similar taxes are presented net of the related tax expense rather than presenting them as additional revenue. The incremental cost of obtaining a sales contract is recognized as a selling expense when incurred given the potential amortization period for such an asset is one year or less. The possible existence of a significant financing component within a sales contract is ignored when the time between cash collection and performance is less than one year. Finally, the Company does not disclose any unfulfilled obligations as customer purchase order commitments have an original expected duration of one year or less and no consideration from customers is excluded from the transaction price.

The timing of Eastman's customer billings does not always match the timing of revenue recognition. When the Company is entitled to bill a customer in advance of the recognition of revenue, a contract liability is recognized. When the Company is not entitled to bill a customer until a period after the related recognition of revenue, a contract asset is recognized. Contract assets represent the Company's right to consideration for the exchange of goods under a contract but which are not yet billable to a customer for consignment inventory or pursuant to certain shipping terms. Contract liabilities were $18 million and $14 million as of December 31, 2022 and 2021, respectively, and are included as a part of "Payables and other current liabilities" and "Other long-term liabilities" in the Consolidated Statements of Financial Position. Contract assets were $93 million and $82 million as of December 31, 2022 and 2021, respectively, and are included as a component of "Miscellaneous receivables" in the Consolidated Statements of Financial Position.

For additional information, see Note 20, "Segment and Regional Sales Information".

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefits

Eastman maintains defined benefit pension and other postretirement benefits plans that provide eligible employees with retirement benefits. The estimated amounts of the costs and obligations related to these benefits reflect the Company's assumptions related to discount rates, expected return on plan assets, rate of compensation increase or decrease for employees, and health care cost trends. The estimated cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation.

Eastman's pension and other postretirement benefit plans costs consist of two elements: 1) ongoing costs recognized quarterly, which are comprised of service and interest costs, expected returns on plan assets, and amortization of prior service credits; and 2) mark-to-market ("MTM") gains and losses recognized annually, in the fourth quarter of each year, primarily resulting from changes in actuarial assumptions for discount rates and the differences between actual and expected returns on plan assets. Any interim remeasurements triggered by a curtailment, settlement, or significant plan changes are recognized in the quarter in which such remeasurement event occurs.

For additional information, see Note 11, "Retirement Plans".

Environmental Costs

Environmental Costs

Eastman recognizes environmental remediation costs when it is probable that the Company has incurred a liability at a contaminated site and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company recognizes the minimum undiscounted amount. This undiscounted amount reflects liabilities expected to be paid within approximately 30 years and 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 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, and chemical control regulations and testing requirements could result in higher or lower costs.

The Company also establishes reserves for closure and post-closure costs associated with the environmental and other assets it maintains. Environmental assets include but are not limited to waste management units, such as landfills, water treatment facilities, and surface impoundments. When these types of assets are constructed or installed, a loss contingency reserve is established for the anticipated future costs associated with the retirement or closure of the asset based on its expected life and the applicable regulatory closure requirements. The Company recognizes the asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The asset retirement obligations are discounted to expected present value and subsequently adjusted for changes in fair value. These future estimated costs are charged to earnings over the estimated useful life of the assets. If the Company changes its estimate of the environmental asset retirement obligation costs or its estimate of the useful lives of these assets, earnings will be impacted in the period the estimate is changed. The associated estimated asset retirement costs are capitalized as part of the carrying value of the long-lived assets and depreciated over their useful life and charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Environmental costs are capitalized if they extend the life of the related property, increase its capacity, or mitigate the possibility of future contamination. The cost of operating and maintaining environmental control facilities is charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings, as incurred.

For additional information see Note 13, "Environmental Matters and Asset Retirement Obligations".

Share-based Compensation

Share-Based Compensation

Eastman recognizes compensation expense in "Selling, general and administrative expense" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for stock options and other share-based compensation awards based upon the grant-date fair value over the substantive vesting period. 

For additional information, see Note 18, "Share-Based Compensation Plans and Awards".

Restructuring of Operations

Restructuring of Operations

Eastman records restructuring charges for costs incurred in connection with consolidation of operations, exited business or product lines, or shutdowns of specific sites that are expected to be substantially completed within twelve months. These restructuring charges are recorded as incurred, and are associated with site closures, legal and environmental matters, demolition, contract terminations, obsolete inventory, or other costs and charges directly related to the restructuring. The Company records severance charges for employee separations when the separation is probable and reasonably estimable. In the event employees are required to perform future service, the Company records severance charges ratably over the remaining service period of those employees.

For additional information, see Note 16, "Asset Impairments and Restructuring Charges, Net".

Income Taxes

Income Taxes

The provision for income taxes has been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of Eastman's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The recoverability of the Company's deferred tax assets are evaluated each quarter by assessing the likelihood of future profitability and available tax planning strategies that could be implemented to realize the Company's net deferred tax assets. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be indefinitely reinvested. The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and management judgment. Eastman's income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. The Company has evaluated these potential issues under the more-likely-than-not standard of the accounting literature. A tax position is recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized. Such judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. The Company accrues interest related to unrecognized income tax positions, which is included as a component of the income tax provision on the balance sheet. The accrued interest related to unrecognized income tax positions and taxes resulting from the global intangible low-tax income are recorded as a component of the income tax provision.

For additional information, see Note 8, "Income Taxes".

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash, time deposits, and readily marketable securities with original maturities of three months or less.

Fair Value Measurements

Fair Value Measurements

Eastman records recurring and non-recurring financial assets and liabilities as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Eastman maintains allowances for estimated credit losses, which are developed at a market, country, and region level based on risk of collection as well as current and forecasted economic conditions. The Company calculates the allowance based on an assessment of the risk when the accounts receivable is recognized. Write-offs are recorded at the time a customer receivable is deemed uncollectible. Allowance for credit losses was $15 million and $17 million as of December 31, 2022 and 2021, respectively. The Company does not enter into receivables of a long-term nature, also known as financing receivables, in the normal course of business.

Inventories

Inventories

Inventories measured by the last-in, first-out ("LIFO") method are valued at the lower of cost or market and inventories measured by the first-in, first-out ("FIFO") method are valued at the lower of cost or net realizable value. Eastman determines the cost of most raw materials, work in process, and finished goods inventories in the United States and Switzerland by the LIFO method. The cost of all other inventories is determined by the average cost method, which approximates the FIFO method. The Company writes-down its inventories equal to the difference between the carrying value of inventory and the estimated market value or net realizable value based upon assumptions about future demand and market conditions.

For additional information, see Note 3, "Inventories".

Properties

Properties

Eastman records properties at cost. Maintenance and repairs are charged to earnings; replacements and betterments are capitalized. When Eastman retires or otherwise disposes of assets, it removes the cost of such assets and related accumulated depreciation from the accounts. The Company records any profit or loss on retirement or other disposition in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. Asset impairments are reflected as increases in accumulated depreciation for properties that have been placed in service. In instances when an asset has not been placed in service and is impaired, the associated costs are removed from the appropriate property accounts.

For additional information, see Note 4, "Properties and Accumulated Depreciation".

Depreciation and Amortization

Depreciation and Amortization

Depreciation expense is calculated based on historical cost and the estimated useful lives of the assets, generally using the straight-line method. Estimated useful lives for buildings and building equipment generally range from 20 to 50 years. Estimated useful lives generally ranging from 3 to 33 years are applied to machinery and equipment in the following categories: computer software (3 to 5 years); office furniture and fixtures and computer equipment (5 to 10 years); vehicles, railcars, and general machinery and equipment (5 to 20 years); and manufacturing-related improvements (20 to 33 years). Accelerated depreciation is reported when the estimated useful life is shortened and continues to be reported in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 4, "Properties and Accumulated Depreciation".

Amortization expense for definite-lived intangible assets is generally determined using a straight-line method over the estimated useful life of the asset. Amortization expense is reported in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 5, "Goodwill and Other Intangible Assets".

Impairment of Long Lived Assets

Impairment of Long-Lived Assets

Definite-lived Assets

Properties and equipment and definite-lived intangible assets to be held and used by Eastman are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of properties and equipment and the review of definite-lived intangible assets is performed at the asset group level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the carrying amount is not considered to be recoverable, an analysis of fair value is triggered. An impairment is recognized for the excess of the carrying amount of the asset over the fair value.

Goodwill and Intangible Assets, Policy

Goodwill

Goodwill is an asset determined as the residual of the purchase price over the fair value of identified assets and liabilities

acquired in a business combination. Eastman conducts testing of goodwill for impairment annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The testing of goodwill is performed at the "reporting unit" level which the Company has determined to be its "components". Components are defined as an operating segment or one level below an operating segment, and in order to be a reporting unit, the component must 1) be a "business" as defined by applicable accounting standards (an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to the investors or other owners, members, or participants); 2) have discrete financial information available; and 3) be reviewed regularly by Company operating segment management. The Company aggregates certain components into reporting units based on economic similarities. An impairment is recognized when the reporting unit's estimated fair value is less than its carrying value. The Company uses an income approach, specifically a discounted cash flow model, in testing the carrying value of goodwill of each reporting unit for impairment.

Indefinite-lived Intangible Assets

Eastman conducts testing of indefinite-lived intangible assets annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. The carrying value of an indefinite-lived intangible asset is considered to be impaired when the fair value, as established by appraisal or based on discounted future cash flows of certain related products, is less than the respective carrying value.

Indefinite-lived intangible assets, consisting primarily of various tradenames, are tested for potential impairment by comparing the estimated fair value to the carrying amount. The Company uses an income approach, specifically the relief from royalty method, to test indefinite-lived intangible assets. The estimated fair value of tradenames is determined based on an assumed royalty rate savings, discounted by the calculated market participant estimated weighted average cost of capital ("WACC") plus a risk premium.

For additional information, see Note 5, "Goodwill and Other Intangible Assets".

Lessee, Leases [Policy Text Block]

Leases

There are two types of leases: financing and operating. Both types of leases have associated right-to-use assets and lease liabilities that are valued at the net present value of the lease payments and recognized on the 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. Residual guarantee payments that become probable and estimable are recognized as rent expense over the remaining life of the applicable lease.

For lease accounting policies, see Note 12, "Leases and Other Commitments".

Investments

Investments

The consolidated financial statements include the accounts of Eastman and all its subsidiaries and entities or joint ventures in which a controlling interest is maintained. The Company includes its share of earnings and losses of such investments in "Net earnings attributable to Eastman" and "Comprehensive income attributable to Eastman" located in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and in "Total equity" located in the Consolidated Statements of Financial Position.

Investments in affiliates over which the Company has significant influence but not a controlling interest are carried under the equity method of accounting. These investments are included in "Other noncurrent assets" in the Consolidated Statements of Financial Position. The Company includes its share of earnings and losses of such investments in "Other (income) charges, net" located in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

For additional information, see Note 6, "Equity Investments".

Derivative and Non-Derivative Financial Instruments

Derivative and Non-Derivative Financial Instruments

Eastman uses derivative and non-derivative instruments to manage its exposure to market risks, such as changes in foreign currency exchange rates, commodity prices, and interest rates. The Company does not enter into derivative transactions for speculative purposes.

The Company's derivative instruments are recognized as either assets or liabilities on the Consolidated Statements of Financial Position and measured at fair value. Hedge accounting will be discontinued prospectively for all hedges that no longer qualify for hedge accounting treatment.

For additional information, see Note 10, "Derivative and Non-Derivative Financial Instruments".

Litigation and Contingent Liabilities

Litigation and Contingent Liabilities

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. The Company accrues a contingent loss liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount. The Company expenses legal costs, including those expected to be incurred in connection with a loss contingency, as incurred.

Off-Balance-Sheet Credit Exposure, Policy [Policy Text Block]

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 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 amount of receivables sold in 2022 and 2021 were $2.5 billion and $1.2 billion, respectively.

The Company works with suppliers to optimize payment terms and conditions on accounts payable to enhance timing of working capital and cash flows. The Company has a voluntary supply chain finance program to provide suppliers with the opportunity to sell receivables due from Eastman to a participating financial institution. Eastman's responsibility is limited to making payments on the terms originally negotiated with suppliers, regardless of whether the suppliers sell their receivables to the financial institution. The range of payment terms Eastman negotiates with suppliers are consistent, regardless of whether a supplier participates in the program. All of Eastman's accounts payable and associated payments are reported consistently in the Company's Consolidated Statements of Financial Position and Consolidated Statements of Cash Flows regardless of whether they are associated with a vendor who participates in the program.

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DIVESTITURES (Tables) - Disposal Group, Disposed of by Sale, Not Discontinued Operations

12 Months Ended

Dec. 31, 2022

Tire Additives Disposal Group

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations

The major classes of divested assets and liabilities were as follows:

(Dollars in millions)
Assets divested
Trade receivables, net of allowance for doubtful accounts	$	107
Inventories	94
Other assets	26
Properties, net of accumulated depreciation	298
Goodwill	398
Intangible assets, net of accumulated amortization	381
Assets divested	1,304
Liabilities divested
Payables and other liabilities	48
Post-employment obligations	34
Other liabilities	18
Liabilities divested	100
Disposal group, net	$	1,204

Adhesives Disposal Group

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations

The major classes of divested assets and liabilities as of the date of the divestiture were as follows:

(Dollars in millions)
Assets divested
Trade receivables, net of allowance for doubtful accounts	$	129
Inventories	163
Other assets	21
Properties, net of accumulated depreciation	303
Goodwill	399
Intangible assets, net of accumulated amortization	14
Assets divested	1,029
Liabilities divested
Payables and other liabilities	83
Deferred tax liability	7
Other liabilities	4
Liabilities divested	94
Disposal group, net	$	935

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INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

	December 31,
(Dollars in millions)	2022		2021
Finished goods	$	1,347	$	1,007
Work in process	297		273
Raw materials and supplies	743		589
Total inventories at FIFO or average cost	2,387		1,869
Less: LIFO reserve	493		365
Total inventories	$	1,894	$	1,504

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PROPERTIES AND ACCUMULATED DEPRECIATION (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Properties

	December 31,
(Dollars in millions)	2022		2021
Properties
Land	$	140	$	150
Buildings	1,394		1,458
Machinery and equipment	10,543		10,449
Construction in progress	865		623
Properties and equipment at cost	$	12,942	$	12,680
Less:  Accumulated depreciation	7,782		7,684
Net properties	$	5,160	$	4,996

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

(Dollars in millions)	Advanced Materials		Additives & Functional Products		Chemical Intermediates		Other		Total
Balance at December 31, 2020	$	1,292	$	2,397	$	766	$	10	$	4,465
Divestiture	—		(398)		—		—		(398)
Held for sale (1)	—		(399)		—		—		(399)
Currency translation adjustments	(6)		(15)		(6)		—		(27)
Balance at December 31, 2021	1,286		1,585		760		10		3,641
Acquisitions (2)	15		30		—		—		45
Currency translation adjustments	(5)		(14)		(3)		—		(22)
Balance at December 31, 2022	$	1,296	$	1,601	$	757	$	10	$	3,664

(1)Held for sale goodwill was divested in 2022.

(2)Measurement period adjustments related to prior year acquisitions.

Schedule of Finite Lived and Indefinite Lived Intangible Assets by Major Class

				December 31, 2022						December 31, 2021
(Dollars in millions)	Estimated Useful Life in Years			Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Amortizable intangible assets:
Customer relationships	8	-	25	$	1,134	$	535	$	599	$	1,144	$	479	$	665
Technology	7	-	20	505		331		174		581		304		277
Other	16	-	37	110		32		78		87		26		61
Indefinite-lived intangible assets:
Tradenames				349		—		349		349		—		349
Other				10		—		10		10		—		10
Total identified intangible assets				$	2,108	$	898	$	1,210	$	2,171	$	809	$	1,362

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PAYABLES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Payables and Other Current Liabilities

	December 31,
(Dollars in millions)	2022		2021
Trade creditors	$	1,319	$	1,228
Accrued payrolls, vacation, and variable-incentive compensation	164		311
Accrued taxes	157		138
Post-employment obligations	103		70
Dividends payable to stockholders	94		101
Other	288		285
Total payables and other current liabilities	$	2,125	$	2,133

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Earnings (Loss) from Continuing Operations and Provisions for Income Taxes

Components of earnings before income taxes and the provision for U.S. and other income taxes from operations follow:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings before income taxes
United States	$	205	$	645	$	164
Outside the United States	772		437		366
Total	$	977	$	1,082	$	530
Provision for income taxes
United States Federal
Current	$	179	$	114	$	70
Deferred	(76)		18		(96)
Outside the United States
Current	105		115		77
Deferred	(10)		(42)		(14)
State and other
Current	33		24		5
Deferred	(50)		(14)		(1)
Total	$	181	$	215	$	41

Schedule of Deferred Tax Charge (Benefit) Recorded as a Component of Accumulated Other Comprehensive Loss

The following represents the deferred tax (benefit) charge recorded as a component of "Accumulated other comprehensive income (loss)" ("AOCI") in the Consolidated Statements of Financial Position:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Defined benefit pension and other postretirement benefit plans	$	(7)	$	(10)	$	(7)
Derivatives and hedging	(1)		21		(4)
Total	$	(8)	$	11	$	(11)

Schedule of Income Tax Expense (Benefit) Included in Consolidated Financial Statement

Total income tax expense (benefit) included in the consolidated financial statements was composed of the following:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings before income taxes	$	181	$	215	$	41
Other comprehensive income	(8)		11		(11)
Total	$	173	$	226	$	30

Schedule of Reconciliation of Income Taxes on Earnings from Continuing Operations at Federal Statutory Income Tax Rate

Differences between the provision for income taxes and income taxes computed using the U.S. Federal statutory income tax rate follow:

	For years ended December 31,
(Dollars in millions)	2022			2021			2020
Amount computed using the statutory rate	$	205		$	225		$	109
State income taxes, net	(27)			(4)			2
Foreign rate variance	(16)			(28)			(49)
Change in reserves for tax contingencies	27			(39)			4
General business credits	(44)			(21)			(39)
U.S. tax on foreign earnings, net of credits	(17)			2			13
Divestitures	37			89			—
Tax law changes and tax loss from outside-U.S. entity reorganizations	—			(15)			—
Other	16			6			1
Provision for income taxes	$	181		$	215		$	41
Effective income tax rate	19		%	20		%	8		%

Schedule of Significant Components of Deferred Tax Assets and Liabilities

The significant components of deferred tax assets and liabilities follow:

	December 31,
(Dollars in millions)	2022		2021
Deferred tax assets
Post-employment obligations	$	150	$	176
Net operating loss carryforwards	645		637
Tax credit carryforwards	236		212
Environmental contingencies	64		67
Capitalized research and development expenses	139		—
Other	239		224
Total deferred tax assets	1,473		1,316
Less: Valuation allowance	258		339
Deferred tax assets less valuation allowance	$	1,215	$	977
Deferred tax liabilities
Property, plant, and equipment	$	(849)	$	(843)
Intangible assets	(272)		(288)
Investments	(441)		(369)
Other	(201)		(171)
Total deferred tax liabilities	$	(1,763)	$	(1,671)
Net deferred tax liabilities	$	(548)	$	(694)
As recorded in the Consolidated Statements of Financial Position:
Other noncurrent assets	$	123	$	116
Deferred income tax liabilities	(671)		(810)
Net deferred tax liabilities	$	(548)	$	(694)

Schedule of Tax Receivables and Payables

Amounts due to and from tax authorities as recorded in the Consolidated Statements of Financial Position:

	December 31,
(Dollars in millions)	2022		2021
Miscellaneous receivables	$	35	$	173
Payables and other current liabilities	$	95	$	68
Other long-term liabilities	174		130
Total income taxes payable	$	269	$	198

Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(Dollars in millions)	2022		2021		2020
Balance at January 1	$	200	$	257	$	202
Adjustments based on tax positions related to current year	11		6		14
Adjustments based on tax positions related to prior years	24		2		63
Lapse of statute of limitations	—		(45)		(22)
Settlements	—		(20)		—
Balance at December 31 (1)	$	235	$	200	$	257

(1)Approximately $229 million of the unrecognized tax benefits as of December 31, 2022, would, if recognized, impact the Company's effective tax rate.

A reconciliation of the beginning and ending amounts of accrued interest related to unrecognized tax positions is as follows:

(Dollars in millions)	2022		2021		2020
Balance at January 1	$	13	$	13	$	13
Expense for interest, net of tax	9		9		5
Income for interest, net of tax	—		(9)		(5)
Balance at December 31	$	22	$	13	$	13

Accrued penalties related to unrecognized tax positions were immaterial as of December 31, 2022, 2021, and 2020.

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BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Borrowings

	December 31,
(Dollars in millions)	2022		2021
Borrowings consisted of:
3.6% notes due August 2022	$	—	$	747
1.50% notes due May 2023 (1)	800		850
7 1/4% debentures due January 2024	198		198
7 5/8% debentures due June 2024	43		43
3.80% notes due March 2025	693		698
1.875% notes due November 2026 (1)	530		565
7.60% debentures due February 2027	196		195
4.5% notes due December 2028	495		494
4.8% notes due September 2042	494		494
4.65% notes due October 2044	877		875
2027 Term loan	499		—
Commercial paper and short-term borrowings	326		—
Total borrowings	5,151		5,159
Less: Borrowings due within one year	1,126		747
Long-term borrowings	$	4,025	$	4,412

(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.

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DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

The following table presents the notional amounts outstanding at December 31, 2022 and 2021 associated with Eastman's hedging programs.

Notional Outstanding		December 31, 2022	December 31, 2021
Derivatives designated as cash flow hedges:
Foreign Exchange Forward and Option Contracts (in millions)
	EUR/USD (in EUR)	€573	€429
Commodity Forward and Collar Contracts
	Feedstock (in million barrels)	—	1
	Energy (in million british thermal units)	3	13
Interest rate swaps for the future issuance of debt (in millions)		—	$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)	€587	€853
Non-derivatives designated as net investment hedges:
Foreign Currency Net Investment Hedges (in millions)
	EUR/USD (in EUR)	€1,247	€1,246

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

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 located within the Consolidated Statements of Financial Position as of December 31, 2022 and 2021.

The Financial Position and Fair Value Measurements of Hedging Instruments on a Gross Basis
(Dollars in millions)
Derivative Type	Statements of Financial Position Location	December 31, 2022 Level 2		December 31, 2021 Level 2
Derivatives designated as cash flow hedges:
Commodity contracts	Other current assets	$	3	$	16
Commodity contracts	Other noncurrent assets	—		2
Foreign exchange contracts	Other current assets	—		12
Foreign exchange contracts	Other noncurrent assets	—		6
Forward starting interest rate swap contracts	Other current assets	—		5
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	—		1
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Other current assets	—		20
Cross-currency interest rate swaps	Other noncurrent assets	72		35
Total Derivative Assets		$	76	$	98
Derivatives designated as cash flow hedges:
Commodity contracts	Payables and other current liabilities	$	3	$	1
Commodity contracts	Other long-term liabilities	—		1
Foreign exchange contracts	Payables and other current liabilities	8		1
Foreign exchange contracts	Other long-term liabilities	4		—
Derivatives designated as fair value hedges:
Fixed-for-floating interest rate swap	Long-term borrowings	5		—
Derivatives designated as net investment hedges:
Cross-currency interest rate swaps	Other long-term liabilities	—		5
Total Derivative Liabilities		$	20	$	8
Total Net Derivative Assets (Liabilities)		$	56	$	90

Cumulative basis adjustments for fair value hedges on balance sheet [Table Text Block]

As of December 31, 2022 and 2021, the following amounts were included within the 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 Consolidated Statements of Financial Position in which the hedged item is included	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Borrowings due within one year	$	—	$	697	$	—	$	(2)
Long-term borrowings	79		76		5		1

Derivative Instruments, Gain (Loss) [Table Text Block]

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 the twelve months ended December 31, 2022, 2021, and 2020:

(Dollars in millions)	Change in amount of after tax gain/(loss) recognized in OCI on Derivatives						Pre-tax amount of gain/(loss) reclassified from AOCI into income
	December 31,						December 31,
Hedging Relationships	2022		2021		2020		2022		2021		2020
Derivatives in cash flow hedging relationships:
Commodity contracts	$	(11)	$	15	$	17	$	36	$	20	$	(31)
Foreign exchange contracts	(2)		39		(36)		45		(7)		9
Forward starting interest rate and treasury lock swap contracts	10		9		8		(6)		(9)		(9)
Non-derivatives in net investment hedging relationships (pre-tax):
Net investment hedges	85		116		(130)		—		—		—
Derivatives in net investment hedging relationships (pre-tax):
Cross-currency interest rate swaps	63		74		(88)		—		—		—
Cross-currency interest rate swaps excluded component	(1)		(12)		10		—		—		—

The following table presents the effect of fair value and cash flow hedge accounting on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for 2022, 2021, and 2020.

Location and Amount of Gain or (Loss) Recognized in Earnings on Fair Value and Cash Flow Hedging Relationships
	Twelve Months
	2022						2021						2020
(Dollars in millions)	Sales		Cost of Sales		Net interest expense		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 Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in which the effects of fair value or cash flow hedges are recognized
	$	10,580	$	8,443	$	182	$	10,476	$	7,976	$	198	$	8,473	$	6,498	$	210
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					2						2						1
Derivatives designated as hedging instruments					(2)						(2)						(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					(6)						(9)						(9)
Commodity Contracts:
Amount reclassified from AOCI into earnings			36						20						(31)
Foreign Exchange Contracts:
Amount reclassified from AOCI into earnings	45						(7)						9

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RETIREMENT PLANS (Tables)

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Schedule of Change in Benefit Obligation and Plan Assets, Funded Status and Amounts Recognized in Balance Sheet and Accumulated Other Comprehensive Income (Loss)

Below is a summary balance sheet of the change in plan assets during 2022 and 2021, the funded status of the plans and amounts recognized in the Consolidated Statements of Financial Position.

Summary of Changes

	Pension Plans								Postretirement Benefit Plans
	2022				2021				2022		2021
(Dollars in millions)	U.S.		Non-U.S.		U.S.		Non-U.S.
Change in projected benefit obligation:
Benefit obligation, beginning of year	$	1,892	$	948	$	2,050	$	1,089	$	665	$	745
Service cost	25		11		26		19		—		—
Interest cost	45		14		37		12		14		12
Actuarial gain	(328)		(264)		(49)		(68)		(127)		(40)
Curtailment gain	—		(3)		—		—		—		—
Settlement	(9)		—		(6)		—		—		—
Divestitures	—		—		—		(32)		—		(2)
Plan participants' contributions	—		1		—		1		2		9
Effect of currency exchange	—		(77)		—		(43)		—		—
Federal subsidy on benefits paid	—		—		—		—		—		1
Benefits paid	(154)		(28)		(166)		(30)		(45)		(60)
Benefit obligation, end of year	$	1,471	$	602	$	1,892	$	948	$	509	$	665
Change in plan assets:
Fair value of plan assets, beginning of year	$	1,877	$	924	$	1,798	$	938	$	134	$	144
Actual return on plan assets	(312)		(250)		247		31		(31)		7
Effect of currency exchange	—		(76)		—		(39)		—		—
Company contributions	3		18		4		23		35		40
Reserve for third party contributions	—		—		—		—		11		(7)
Plan participants' contributions	—		1		—		1		2		9
Benefits paid	(154)		(28)		(166)		(30)		(45)		(60)
Federal subsidy on benefits paid	—		—		—		—		—		1
Settlements	(9)		—		(6)		—		—		—
Fair value of plan assets, end of year	$	1,405	$	589	$	1,877	$	924	$	106	$	134
Funded status at end of year	$	(66)	$	(13)	$	(15)	$	(24)	$	(403)	$	(531)
Amounts recognized in the Consolidated Statements of Financial Position consist of:
Other noncurrent assets	$	—	$	23	$	41	$	42	$	53	$	62
Current liabilities	(13)		—		(3)		—		(38)		(38)
Post-employment obligations	(53)		(36)		(53)		(66)		(418)		(555)
Net amount recognized, end of year	$	(66)	$	(13)	$	(15)	$	(24)	$	(403)	$	(531)
Accumulated benefit obligation	$	1,417	$	578	$	1,803	$	910
Amounts recognized in accumulated other comprehensive income consist of:
Prior service (credit) cost	$	—	$	(6)	$	1	$	(10)	$	(37)	$	(68)

Defined Benefit Plan, Plan with Projected Benefit Obligation in Excess of Plan Assets [Table Text Block]

Information for pension plans with projected benefit obligations in excess of plan assets:

(Dollars in millions)	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.
Projected benefit obligation	$	1,471	$	176	$	175	$	288
Fair value of plan assets	1,405		140		119		222

Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Table Text Block]

Information for pension plans with accumulated benefit obligations in excess of plan assets:

(Dollars in millions)	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.
Accumulated benefit obligation	$	245	$	141	$	161	$	272
Fair value of plan assets	188		116		119		222

Schedule of Benefit Cost and Amounts Recognized in Other Comprehensive Income

Summary of Benefit Costs and Other Amounts Recognized in Other Comprehensive Income

	Pension Plans												Postretirement Benefit Plans
	2022				2021				2020				2022		2021		2020
(Dollars in millions)	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Components of net periodic benefit (credit) cost:
Service cost	$	25	$	11	$	26	$	19	$	25	$	17	$	—	$	—	$	—
Interest cost	45		14		37		12		57		15		14		12		19
Expected return on plan assets	(128)		(31)		(126)		(37)		(135)		(34)		(4)		(5)		(5)
Amortization of:
Prior service (credit) cost	1		—		—		(1)		1		(1)		(31)		(37)		(38)
Mark-to-market pension and other postretirement benefits loss (gain), net (1)	112		10		(170)		(62)		163		28		(103)		(35)		49
Net periodic benefit (credit) cost	$	55	$	4	$	(233)	$	(69)	$	111	$	25	$	(124)	$	(65)	$	25
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Curtailment gain	$	—	$	(4)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current year prior service credit (cost)	—		—		—		—		—		12		—		—		—
Amortization of:
Prior service (credit) cost	1		—		—		(1)		1		(1)		(31)		(37)		(38)
Total	$	1	$	(4)	$	—	$	(1)	$	1	$	11	$	(31)	$	(37)	$	(38)

Schedule of Assumptions Used to Develop the Projected Benefit Obligation

The assumptions used to develop the projected benefit obligation for Eastman's significant U.S. and non-U.S. defined benefit pension plans and U.S. postretirement benefit plans are provided in the following tables.

	Pension Plans												Postretirement Benefit Plans
	2022				2021				2020				2022		2021		2020
Weighted-average assumptions used to determine benefit obligations for years ended December 31:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	5.58	%	4.27	%	2.88	%	1.57	%	2.48	%	1.08	%	5.55	%	2.83	%	2.38	%
Interest crediting rate	5.48	%	N/A		5.50	%	N/A		5.50	%	N/A		N/A		N/A		N/A
Rate of compensation increase	3.00	%	3.04	%	3.00	%	3.00	%	2.75	%	2.94	%	N/A		N/A		N/A
Health care cost trend
Initial													6.00	%	6.00	%	6.25	%
Decreasing to ultimate trend of													5.00	%	5.00	%	5.00	%
in year													2030		2026		2026
Weighted-average assumptions used to determine net periodic cost for years ended December 31:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	2.88	%	1.57	%	2.48	%	1.08	%	3.25	%	1.56	%	2.83	%	2.39	%	3.21	%
Discount rate for service cost	2.95	%	1.31	%	2.57	%	1.08	%	3.31	%	1.56	%	N/A		1.90	%	2.92	%
Discount rate for interest cost	2.46	%	1.57	%	1.79	%	1.08	%	2.83	%	1.56	%	2.35	%	1.74	%	2.80	%
Expected return on assets	7.07	%	3.81	%	7.29	%	4.04	%	7.37	%	4.26	%	3.50	%	3.75	%	3.75	%
Rate of compensation increase	3.00	%	3.00	%	2.75	%	2.94	%	3.25	%	2.94	%	N/A		N/A		3.25	%
Interest crediting rate	5.50	%	N/A		5.50	%	N/A		5.52	%	N/A		N/A		N/A		N/A
Health care cost trend
Initial													6.00	%	6.25	%	6.50	%
Decreasing to ultimate trend of													5.00	%	5.00	%	5.00	%
in year													2026		2026		2026

Schedule of Fair Value Measurements of Pension Plan Assets on a Recurring Basis

The following tables reflect the fair value of the defined benefit pension plans assets.

(Dollars in millions)					Fair Value Measurements at December 31, 2022
Description	Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Pension Assets:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Cash and Cash Equivalents (1)	$	27	$	46	$	27	$	46	$	—	$	—	$	—	$	—
Public Equity - United States (2)	4		—		4		—		—		—		—		—
Other Investments (3)	—		45		—		—		—		—		—		45
Total Assets at Fair Value	$	31	$	91	$	31	$	46	$	—	$	—	$	—	$	45
Investments Measured at Net Asset Value (4)	1,374		498
Total Assets	$	1,405	$	589

(Dollars in millions)					Fair Value Measurements at December 31, 2021
Description	Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Pension Assets:	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Cash and Cash Equivalents (1)	$	45	$	37	$	45	$	37	$	—	$	—	$	—	$	—
Public Equity - United States (2)	3		—		3		—		—		—		—		—
Other Investments (3)	—		59		—		—		—		—		—		59
Total Assets at Fair Value	$	48	$	96	$	48	$	37	$	—	$	—	$	—	$	59
Investments Measured at Net Asset Value (4)	1,829		828
Total Assets	$	1,877	$	924

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Public Equity - United States: Common stock equity securities which are primarily valued using a market approach based on the quoted market prices.

(3)Other Investments: Primarily consist of insurance contracts which are generally valued using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

(4)Investments Measured at Net Asset Value: The underlying debt, public equity, and public real asset investments in this category are generally held in common trust funds, which are either actively or passively managed investment vehicles, that are valued at the net asset value per unit/share multiplied by the number of units/shares held as of the measurement date. The other alternative investments in this category are valued under the practical expedient method which is based on the most recently reported net asset value provided by the management of each private investment fund, adjusted as appropriate, for any lag between the date of the financial reports and the measurement date.

The following tables reflect the fair value of the postretirement benefit plan assets. The postretirement benefit plan is for the voluntary employees' beneficiary association ("VEBA") trust the Company assumed as part of the Solutia acquisition.

(Dollars in millions)			Fair Value Measurements at  December 31, 2022
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Postretirement Benefit Plan Assets:
Cash and Cash Equivalents (1)	$	5	$	5	$	—	$	—
Debt (2):
Fixed Income (U.S.)	62		—		62		—
Fixed Income (Non-U.S.)	21		—		21		—
Total	$	88	$	5	$	83	$	—

(Dollars in millions)			Fair Value Measurements at  December 31, 2021
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Postretirement Benefit Plan Assets:
Cash and Cash Equivalents (1)	$	—	$	—	$	—	$	—
Debt (2):
Fixed Income (U.S.)	79		—		79		—
Fixed Income (Non-U.S.)	29		—		29		—
Total	$	108	$	—	$	108	$	—

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Debt: The fixed income securities are primarily valued upon a market approach, using matrix pricing and considering a security's relationship to other securities for which quoted prices in an active market may be available, or an income approach, converting future cash flows to a single present value amount. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmark yields, and base spreads.

Schedule of Pension Plan Assets Classified within Level 3 of the Fair Value Hierarchy

The Company valued assets with unobservable inputs (Level 3), primarily insurance contracts, using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Other Investments(1)
(Dollars in millions)	Non-U.S. Pension Plans
Balance at December 31, 2020	$	68
Unrealized losses	(9)
Balance at December 31, 2021	59
Unrealized losses	(14)
Balance at December 31, 2022	$	45

(1)Primarily consists of insurance contracts.

Schedule of US and Non-US Pension Plans Asset Target Allocation by Category

The following table reflects the target allocation for the Company's U.S. and non-U.S. pension and postretirement benefit plans assets for 2023 and the asset allocation at December 31, 2022 and 2021, by asset category.

	U.S. Pension Plans			Non-U.S. Pension Plans			Postretirement Benefit Plan
	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021	2023 Target Allocation	Plan Assets at December 31, 2022	Plan Assets at December 31, 2021
Asset category
Equity securities	39%	36%	38%	21%	20%	22%	—%	—%	—%
Debt securities	38%	39%	43%	60%	62%	59%	100%	100%	100%
Real estate	8%	7%	3%	4%	4%	4%	—%	—%	—%
Other investments (1)	15%	18%	16%	15%	14%	15%	—%	—%	—%
Total	100%	100%	100%	100%	100%	100%	100%	100%	100%

(1)U.S. primarily consists of private equity and natural resource and energy related limited partnership investments and public real assets. Non-U.S. primarily consists of annuity contracts and alternative investments.

Schedule Benefits Expected to be Paid from Pension Plans and Benefits

The estimated future benefit payments, reflecting expected future service, as appropriate, are as follows:

	Pension Plans				Postretirement  Benefit Plans
(Dollars in millions)	U.S.		Non-U.S.
2023	$	230	$	28	$	47
2024	123		26		47
2025	122		28		47
2026	121		31		46
2027	126		35		45
2028-2032	604		187		208

XML

LEASES AND OTHER COMMITMENTS LEASES AND OTHER COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

As of December 31, 2022, reconciliation of lease payments and operating lease liabilities is provided below:

(Dollars in millions)	Operating lease liabilities
2023	$	58
2024	46
2025	37
2026	26
2027	17
2028 and beyond	38
Total lease payments	222
Less: amounts of lease payments representing interest	20
Present value of future lease payments	202
Less: current obligations under leases	52
Long-term lease obligations	$	150

As of December 31, 2021, reconciliation of lease payments and operating lease liabilities is provided below:

(Dollars in millions)	Operating lease liabilities
2022	$	55
2023	44
2024	31
2025	24
2026	18
2027 and beyond	53
Total lease payments	225
Less: amounts of lease payments representing interest	18
Present value of future lease payments	207
Less: current obligations under leases	50
Long-term lease obligations	$	157

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 third quarter 2023. 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, Cost [Table Text Block]

(Dollars in millions)		2022		2021		2020
Lease costs:
	Operating lease costs	$	67	$	71	$	73
	Short-term lease costs	45		40		37
	Sublease income	(13)		(4)		(4)
	Total	$	99	$	107	$	106

		December 31,
(Dollars in millions)		2022			2021
Other operating lease information:
	Cash paid for amounts included in the measurement of lease liabilities	$	67		$	69
	Right-to-use assets obtained in exchange for new lease liabilities	$	69		$	110
	Weighted-average remaining lease term, in years	6			6
	Weighted-average discount rate	3.2		%	2.7		%

Other Commitments [Table Text Block]

Eastman's obligations are summarized in the following table.

(Dollars in millions)	Payments Due for
Period	Debt Securities		Credit Facilities and Other		Interest Payable		Purchase Obligations		Operating Leases		Other Liabilities		Total
2023	$	800	$	326	$	180	$	166	$	58	$	207	$	1,737
2024	241		—		162		170		46		80		699
2025	693		—		143		140		37		88		1,101
2026	530		—		131		118		26		86		891
2027	196		499		97		112		17		102		1,023
2028 and beyond	1,866		—		1,091		2,366		38		912		6,273
Total	$	4,326	$	825	$	1,804	$	3,072	$	222	$	1,475	$	11,724

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ENVIRONMENTAL MATTERS (Tables)

12 Months Ended

Dec. 31, 2022

Environmental Matters [Abstract]

Schedule of Environmental Liabilities, Current and Non-current

(Dollars in millions)	December 31,
	2022		2021
Environmental contingencies, current	$	10	$	20
Environmental contingencies, long-term	264		261
Total	$	274	$	281

Schedule of Changes to Environmental Remediation Liabilities

(Dollars in millions)	Environmental Remediation Liabilities
Balance at December 31, 2020	$	257
Changes in estimates recognized in earnings and other	9
Cash reductions	(13)
Balance at December 31, 2021	253
Changes in estimates recognized in earnings and other	6
Cash reductions	(14)
Balance at December 31, 2022	$	245

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STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Reconciliation of the Changes in Stockholders' Equity

A reconciliation of the changes in stockholders' equity for 2022, 2021, and 2020 is provided below:

(Dollars in millions)	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	—		—		478		—		—		478		11		489
Cash Dividends (1)	—		—		(363)		—		—		(363)		—		(363)
Other Comprehensive (Loss)	—		—		—		(59)		—		(59)		—		(59)
Share-Based Compensation Expense (2)	—		44		—		—		—		44		—		44
Stock Option Exercises	—		36		—		—		—		36		—		36
Other (3)	—		(11)		—		—		—		(11)		2		(9)
Share Repurchase	—		—		—		—		(60)		(60)		—		(60)
Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)
Balance at December 31, 2020	$	2	$	2,174	$	8,080	$	(273)	$	(3,960)	$	6,023	$	85	$	6,108
Net Earnings	—		—		857		—		—		857		10		867
Cash Dividends (1)	—		—		(380)		—		—		(380)		—		(380)
Other Comprehensive Income	—		—		—		91		—		91		—		91
Share-Based Compensation Expense (2)	—		70		—		—		—		70		—		70
Stock Option Exercises	—		62		—		—		—		62		—		62
Other (3)	—		(19)		—		—		—		(19)		3		(16)
Share Repurchase (4)	—		(100)		—		—		(900)		(1,000)		—		(1,000)
Distributions to noncontrolling interest	—		—		—		—		—		—		(14)		(14)
Balance at December 31, 2021	$	2	$	2,187	$	8,557	$	(182)	$	(4,860)	$	5,704	$	84	$	5,788
Net Earnings	—		—		793		—		—		793		3		796
Cash Dividends (1)	—		—		(377)		—		—		(377)		—		(377)
Other Comprehensive Income	—		—		—		(23)		—		(23)		—		(23)
Share-Based Compensation Expense (2)	—		69		—		—		—		69		—		69
Stock Option Exercises	—		9		—		—		—		9		—		9
Other (3)	—		(20)		—		—		—		(20)		(4)		(24)
Share Repurchase (5)	—		70		—		—		(1,072)		(1,002)		—		(1,002)
Balance at December 31, 2022	$	2	$	2,315	$	8,973	$	(205)	$	(5,932)	$	5,153	$	83	$	5,236

(1)Cash dividends includes cash dividends paid and dividends declared, but unpaid.

(2)Share-based compensation expense is 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.

(4)Additional paid-capital in 2021 included payment for repurchase of shares under the 2021 ASR which had not yet been delivered.

(5)Additional paid-in capital in 2022 included the final settlement of the 2021 ASR and the favorable settlement of the second quarter 2022 accelerated share repurchase program (the "2022 ASR").

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For years ended December 31,
(In millions, except per share amounts)	2022		2021		2020
Numerator
Net earnings attributable to Eastman	$	793	$	857	$	478
Denominator
Weighted average shares used for basic EPS	123.5		134.9		135.5
Dilutive effect of stock options and other award plans	1.4		2.2		1.0
Weighted average shares used for diluted EPS	124.9		137.1		136.5
EPS (1)
Basic	$	6.42	$	6.35	$	3.53
Diluted	$	6.35	$	6.25	$	3.50

(1)     EPS is calculated using whole dollars and shares.

Schedule of Shares of Common Stock Issued

	For years ended December 31,
	2022	2021	2020
Balance at beginning of year	221,809,309	220,641,506	219,638,646
Issued for employee compensation and benefit plans	539,248	1,167,803	1,002,860
Balance at end of year	222,348,557	221,809,309	220,641,506

Schedule of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

(Dollars in millions)	Cumulative Translation Adjustment		Benefit Plans Unrecognized Prior Service Credits		Unrealized Gains (Losses) on Cash Flow Hedges		Unrealized Losses on Investments		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2020	$	(293)	$	87	$	(66)	$	(1)	$	(273)
Period change	56		(28)		63		—		91
Balance at December 31, 2021	(237)		59		(3)		(1)		(182)
Period change	7		(27)		(3)		—		(23)
Balance at December 31, 2022	$	(230)	$	32	$	(6)	$	(1)	$	(205)

Schedule of Components of Comprehensive Income (Loss) Before Tax and Net of Tax Effects

Components of total other comprehensive income (loss) recorded in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings are presented below, before tax and net of tax effects:

	For years ended December 31,
	2022				2021				2020
(Dollars in millions)	Before Tax		Net of Tax		Before Tax		Net of Tax		Before Tax		Net of Tax
Change in cumulative translation adjustment	$	7	$	7	$	56	$	56	$	(29)	$	(29)
Defined benefit pension and other postretirement benefit plans:
Prior service credit arising during the period	—		—		—		—		12		9
Amortization of unrecognized prior service credits included in net periodic costs	(34)		(27)		(38)		(28)		(38)		(28)
Derivatives and hedging:
Unrealized gain (loss) during period	71		53		88		66		(46)		(34)
Reclassification adjustment for (gains) losses included in net income, net	(75)		(56)		(4)		(3)		31		23
Total other comprehensive income (loss)	$	(31)	$	(23)	$	102	$	91	$	(70)	$	(59)

For additional information regarding the impact of reclassifications into earnings, refer to Note 10, "Derivative and Non-Derivative Financial Instruments", and Note 11, "Retirement Plans".

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ASSET IMPAIRMENTS AND RESTRUCTURING (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring Costs and Asset Impairment Charges [Abstract]

Schedule of Restructuring and Related Charges

Components of asset impairments and restructuring charges, net, are presented below:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Tangible Asset Impairments
CI & AFP - Singapore (1)	$	—	$	3	$	—
Site optimizations
Other - Tire additives (2)	—		12		5
AM - Advanced interlayers (3)	—		1		—
AM - Performance films (4)	—		—		5
AFP - Animal nutrition (5)	—		—		3
Discontinuation of growth initiatives (6)	—		—		8
	—		16		21
Loss (Gain) on Sale of Previously Impaired Assets
Site optimizations
AM - Advanced interlayers (3)	16		—		—
Other - Tire additives (2)	(1)		—		—
AFP - Animal nutrition (5)	—		(1)		—
	15		(1)		—
Intangible Asset Impairments
Other - Tradenames (7)	—		—		123
AFP - Customer relationships (8)	—		—		2
	—		—		125
Severance Charges
Cost reduction and business improvement actions (9)	22		1		47
CI & AFP - Singapore (1)	—		—		6
Site optimizations
Other - Tire additives (2)	—		—		3
AM - Advanced interlayers (3)	—		1		5
AM - Performance films (4)	1		—		3
AFP - Animal nutrition (5)	—		—		1
Fibers - Acetate Yarn (10)	7		—		—
	30		2		65
Other Restructuring Costs
Cost reduction and business improvement actions (9)	—		—		14
Discontinuation of growth initiatives contract termination fees (6)	—		—		4
CI & AFP - Singapore (1)	3		17		—
Site optimizations
Other - Tire additives (2)	—		6		—
AM - Advanced interlayers (3)	2		5		—
AM - Performance films (4)	—		2		—
AFP - Animal nutrition (5)	—		—		(2)
Fibers - Acetate Yarn (10)	2		—		—
	7		30		16
Total	$	52	$	47	$	227

(1)Site closure costs of $3 million in 2022 in the CI segment, asset impairment charges in 2021 of $2 million and $1 million in the CI segment and the AFP segment, respectively, and severance charges in 2020 of $5 million and $1 million in the CI segment and the AFP segment, respectively, and site closure costs, including contract termination fees, in 2021 of $14 million and $3 million in the CI segment and the AFP segment, respectively, resulting from closure of the Singapore manufacturing site.

(2)Asset impairment charges of $8 million in 2021 for assets associated with divested rubber additives. Gain on sale of previously impaired assets in 2022, asset impairment charges of $4 million, and site closure costs in 2021, from the previously reported closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization. Fixed asset impairment charges and severance charges in 2020 from the closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization.

(3)Asset impairment charges, loss on transfer of previously impaired assets to a third party, severance charges, and site closure costs in the Advanced Materials ("AM") segment due to the closure of an advanced interlayers manufacturing facility in North America as part of site optimization. In addition, accelerated depreciation of $4 million and $8 million was recognized in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in 2021 and 2020, respectively, related to the closure of this facility.

(4)Severance charges in 2022 for the closure of a performance films research and development facility, fixed asset impairments, severance charges, and site closure costs in 2021 and 2020 from the closure of a performance films manufacturing facility in North America as part of site optimization.

(5)Fixed asset impairments, severance charges, and other restructuring gains in 2020 in from the closure of an animal nutrition manufacturing facility in Asia Pacific as part of site optimization, and in 2021 a gain from the sale of the previously impaired assets.

(6)Fixed asset impairments and contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including Avra™ performance fibers, the financial results of which were not allocated to an operating segment and reported in "Other".

(7)Intangible asset impairment charges in the now divested tire additives business to reduce the carrying values of the Crystex™ and Santoflex™ 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 are primarily the result of weakened demand in transportation markets impacted by COVID-19 and increased competitive pricing pressure as a result of global capacity increases.

(8)Intangible asset impairment charge for customer relationships.

(9)Severance charges in 2022 and severance charges and related costs in 2020 as part of business improvement and cost reduction initiatives which was reported in "Other".

(10)Severance charges and site closure costs related to closure of an acetate yarn manufacturing facility in Europe.

Schedule of Changes to Restructuring Reserve and Related Activities

Reconciliations of the beginning and ending restructuring liability amounts are as follows:

(Dollars in millions)	Balance at January 1, 2022		Provision/ Adjustments		Non-cash Reductions/ Additions		Cash Reductions		Balance at December 31, 2022
Severance costs	$	12	$	31	$	—	$	(9)	$	34
Site closure & restructuring costs	5		21		1		(26)		1
Total	$	17	$	52	$	1	$	(35)	$	35

(Dollars in millions)	Balance at January 1, 2021		Provision/ Adjustments		Non-cash Reductions/ Additions		Cash Reductions		Balance at December 31, 2021
Non-cash charges	$	—	$	16	$	(16)	$	—	$	—
Severance costs	65		2		(1)		(54)		12
Site closure & restructuring costs	14		29		(9)		(29)		5
Total	$	79	$	47	$	(26)	$	(83)	$	17

(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
Site closure & restructuring costs	11		17		—		(14)		14
Total	$	28	$	227	$	(144)	$	(32)	$	79

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OTHER CHARGES (INCOME), NET (Tables)

12 Months Ended

Dec. 31, 2022

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense)

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Foreign exchange transaction losses (gains), net (1)	$	16	$	10	$	16
(Income) loss from equity investments and other investment (gains) losses, net	(19)		(16)		(15)
Other, net (2)	(3)		(11)		7
Other (income) charges, net	$	(6)	$	(17)	$	8

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SHARE-BASED COMPENSATION PLANS AND AWARDS (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Assumptions Used in the Determination of Fair Value of Stock Options Awarded

The weighted average assumptions used in the determination of fair value for stock options awarded in 2022, 2021, and 2020 are provided in the table below:

Assumptions	2022	2021	2020
Expected volatility rate	28.98%	28.99%	21.56%
Expected dividend yield	2.57%	3.58%	3.30%
Average risk-free interest rate	2.35%	0.95%	0.94%
Expected term years	6.4	6.0	5.9

Schedule of Activity of Stock Option Awards

A summary of the activity of the Company's stock option awards for 2022, 2021, and 2020 is presented below:

	2022			2021			2020
	Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price
Outstanding at beginning of year	3,168,500	$	84	3,526,600	$	79	3,479,300	$	80
Granted	443,100	113		449,700	109		622,000	62
Exercised	(122,700)	74		(807,200)	77		(568,800)	64
Cancelled, forfeited, or expired	(9,700)	87		(600)	74		(5,900)	82
Outstanding at end of year	3,479,200	$	88	3,168,500	$	84	3,526,600	$	79
Options exercisable at year-end	2,534,400			2,047,500			2,192,300
Available for grant at end of year	8,355,640			9,866,480			4,046,748

Schedule of Remaining Contractual Term and Weighted Average Exercise Price of Stock Options Outstanding and Exercisable

The following table provides the remaining contractual term and weighted average exercise prices of stock options outstanding and exercisable at December 31, 2022:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding at December 31, 2022	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number Exercisable at December 31, 2022	Weighted-Average Exercise Price
$61-$75	1,037,200	5.2	$	65	831,800	$	66
$76-$90	1,099,700	5.3	82		1,018,600	82
$91-$105	535,800	5.2	104		535,800	104
$106-$121	806,500	8.6	114		148,200	109
	3,479,200	6.0	$	88	2,534,400	$	83

Schedule of Summary of Status of Nonvested Options

A summary of the changes in the Company's nonvested options during the year ended December 31, 2022 is presented below:

Nonvested Options	Number of Options	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2022	1,121,000	$13.88
Granted	443,100	$26.80
Vested	(611,900)	$12.99
Cancelled, forfeited, or expired	(7,400)	$14.90
Nonvested options at December 31, 2022	944,800	$20.50

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow Supplemental Disclosures Other Items

Included in the line item "Other items, net" of the "Operating activities" section of the Consolidated Statements of Cash Flows are specific changes to certain balance sheet accounts as follows:

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Current assets	$	22	$	(57)	$	(1)
Other assets	12		(32)		(14)
Current liabilities	180		109		5
Long-term liabilities and equity	76		69		15
Total	$	290	$	89	$	5

Schedule of Cash Paid for Interest and Income Taxes and Noncash Investing and Financing Activities

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Interest, net of amounts capitalized	$	179	$	170	$	191
Income taxes, net of refunds	78		122		179
Non-cash investing activities:
Outstanding trade payables related to capital expenditures	64		22		20

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Information

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Sales by Segment
Advanced Materials	$	3,207	$	3,027	$	2,524
Additives & Functional Products	3,165		2,708		2,095
Chemical Intermediates	3,026		2,849		2,090
Fibers	1,022		900		837
Total Sales by Operating Segment	10,420		9,484		7,546
Other (1)	160		992		927
Total Sales	$	10,580	$	10,476	$	8,473

(1)"Other" includes sales revenue from the divested rubber additives and adhesives resins businesses.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Earnings (Loss) Before Interest and Taxes by Segment
Advanced Materials	$	376	$	519	$	427
Additives & Functional Products	483		448		382
Chemical Intermediates	409		445		166
Fibers	131		142		180
Total EBIT by Operating Segment	1,399		1,554		1,155
Other (1)
Growth initiatives and businesses not allocated to operating segments	(196)		(49)		(32)
Pension and other postretirement benefit plans income (expense), net not allocated to operating segments	70		375		(156)
Asset impairments and restructuring charges, net	(21)		(18)		(206)
Net gain (loss) on divested businesses and related transaction costs	(61)		(570)		—
Steam line incident costs, net of insurance proceeds	(39)		—		—
Other income (charges), net not allocated to operating segments	7		(11)		(20)
Total EBIT	$	1,159	$	1,281	$	741

(1)"Other" includes EBIT of $6 million in 2022 and loss before interest and taxes of $502 million and $70 million in 2021 and 2020, respectively, from the divested rubber additives and adhesives resins businesses.

	December 31,
(Dollars in millions)	2022		2021
Assets by Segment (1)
Advanced Materials	$	4,967	$	4,661
Additives & Functional Products	4,127		4,188
Chemical Intermediates	2,695		2,703
Fibers	1,046		972
Total Assets by Operating Segment	12,835		12,524
Corporate Assets	1,832		2,995
Total Assets	$	14,667	$	15,519

(1)Segment assets include accounts receivable, inventory, fixed assets, goodwill, and intangible assets. As disclosed in Note 1, "Significant Accounting Policies", December 31, 2021 Assets by Segment have been recast from Note 20, "Segment and Regional Sales Information", to the Company's 2021 Annual Report on Form 10-K. Prior to the recast, December 31, 2021 assets reported for the AFP segment were revised from $4,643 million to $5,195 million, and assets reported for Corporate and Other Assets were revised from $2,540 million to $1,988 million. Total assets were not impacted by the misclassification.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Depreciation and Amortization Expense by Segment
Advanced Materials	$	163	$	177	$	187
Additives & Functional Products	134		132		125
Chemical Intermediates	112		111		108
Fibers	61		60		56
Total Depreciation and Amortization Expense by Operating Segment	470		480		476
Other (1)	7		58		98
Total Depreciation and Amortization Expense	$	477	$	538	$	574

(1)"Other" includes depreciation and amortization expense from the divested rubber additives and adhesives resins businesses.

	For years ended December 31,
(Dollars in millions)	2022		2021		2020
Capital Expenditures by Segment
Advanced Materials	$	341	$	280	$	140
Additives & Functional Products	98		97		79
Chemical Intermediates	98		124		84
Fibers	43		33		31
Total Capital Expenditures by Operating Segment	580		534		334
Other (1)	31		21		49
Total Capital Expenditures	$	611	$	555	$	383

(1)"Other" includes capital expenditures from the divested rubber additives and adhesives resins businesses.

Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location.

(Dollars in millions)	For years ended December 31,
Geographic Information	2022		2021		2020
Sales
United States	$	4,738	$	4,397	$	3,437
All foreign countries	5,842		6,079		5,036
Total	$	10,580	$	10,476	$	8,473
	December 31,
	2022		2021		2020
Net properties
United States	$	4,180	$	3,847	$	4,106
All foreign countries	980		1,149		1,443
Total	$	5,160	$	4,996	$	5,549

Revenue from External Customers by Products and Services [Table Text Block]

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Advanced Interlayers	29%	29%	29%
Performance Films	20%	20%	20%
Specialty Plastics	51%	51%	51%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Animal Nutrition	14%	12%	12%
Care Additives	34%	32%	34%
Coatings Additives	34%	38%	36%
Specialty Fluids	18%	18%	18%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Functional Amines	24%	21%	23%
Intermediates	56%	57%	57%
Plasticizers	20%	22%	20%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Product Lines	2022	2021	2020
Acetate Tow	64%	64%	70%
Acetate Yarn	14%	14%	9%
Acetyl Chemical Products	16%	16%	16%
Nonwovens	6%	6%	5%
Total	100%	100%	100%

Revenue from External Customers by Geographic Areas [Table Text Block]

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	33%	30%	34%
Asia Pacific	35%	38%	33%
Europe, Middle East, and Africa	26%	27%	27%
Latin America	6%	5%	6%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	39%	38%	38%
Asia Pacific	24%	27%	26%
Europe, Middle East, and Africa	31%	29%	30%
Latin America	6%	6%	6%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	70%	70%	65%
Asia Pacific	7%	8%	13%
Europe, Middle East, and Africa	17%	16%	16%
Latin America	6%	6%	6%
Total	100%	100%	100%

	Percentage of Total Segment Sales
Sales by Customer Location	2022	2021	2020
United States and Canada	25%	25%	26%
Asia Pacific	35%	35%	32%
Europe, Middle East, and Africa	37%	37%	39%
Latin America	3%	3%	3%
Total	100%	100%	100%

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RESERVE ROLLFORWARDS (Tables)

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts

Valuation and Qualifying Accounts

(Dollars in millions)			Additions
	Balance at January 1, 2022		Charges (Credits) to Cost and Expense		Other Accounts		Deductions		Balance at December 31, 2022
Reserve for:
Credit losses	$	17	$	(2)	$	—	$	—	$	15
LIFO inventory	365		128		—		—		493
Non-environmental asset retirement obligations	51		2		(1)		1		51
Environmental contingencies	281		7		—		14		274
Deferred tax valuation allowance	339		(79)		(2)		—		258
	$	1,053	$	56	$	(3)	$	15	$	1,091

(Dollars in millions)			Additions
	Balance at January 1, 2021		Charges (Credits) to Cost and Expense		Other Accounts (1)		Deductions (2)		Balance at December 31, 2021
Reserve for:
Credit losses	$	14	$	4	$	(1)	$	—	$	17
LIFO inventory	226		159		(30)		(10)		365
Non-environmental asset retirement obligations	51		2		(1)		1		51
Environmental contingencies	285		11		—		15		281
Deferred tax valuation allowance	393		(55)		1		—		339
	$	969	$	121	$	(31)	$	6	$	1,053

(1)Other accounts in the reserve for LIFO inventory was due to assets held for sale classification resulting from the Company entering into a definitive agreement to sell the adhesives resins business.

(2)Deductions in the reserve for LIFO inventory was the result of the divestiture of rubber additives. For additional information, see Note 2, "Divestitures".

(Dollars in millions)			Additions
	Balance at January 1, 2020		Charges (Credits) to Cost and Expense		Other Accounts		Deductions		Balance at December 31, 2020
Reserve for:
Credit losses	$	11	$	4	$	—	$	1	$	14
LIFO inventory	248		(22)		—		—		226
Non-environmental asset retirement obligations	48		2		1		—		51
Environmental contingencies	287		8		—		10		285
Deferred tax valuation allowance	453		(61)		1		—		393
	$	1,047	$	(69)	$	2	$	11	$	969

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SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition [Abstract]
Contract with Customer, Liability	$ 18	$ 14
Contract with Customer, Asset, after Allowance for Credit Loss	$ 93	82
Environmental Costs [Abstract]
Expected Payment Period of Environmental Contingencies	30 years
Accounts receivable and allowance for doubtful accounts [Abstract]
Allowance for doubtful accounts	$ 15	17
Working Capital Management and Off Balance Sheet Arrangements [Abstract]
Receivable Sold Under Factoring Arrangement	$ 2,500	$ 1,200
Building And Building Equipment [Member]
Depreciation [Abstract]
Property, Plant and Equipment, Estimated Useful Lives	20 to 50 years
Machinery and Equipment [Member]
Depreciation [Abstract]
Property, Plant and Equipment, Estimated Useful Lives	3 to 33 years
Computer software [Member]
Depreciation [Abstract]
Property, Plant and Equipment, Estimated Useful Lives	3 to 5 years
Office furniture and fixtures and computer equipment [Member]
Depreciation [Abstract]
Property, Plant and Equipment, Estimated Useful Lives	5 to 10 years
Vehicles, railcars, and general machinery and equipment [Member]
Depreciation [Abstract]
Property, Plant and Equipment, Estimated Useful Lives	5 to 20 years
Manufacturing-related improvements [Member]
Depreciation [Abstract]
Property, Plant and Equipment, Estimated Useful Lives	20 to 33 years

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DIVESTITURES (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Nov. 01, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 01, 2022	Nov. 01, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Liabilities held for sale	$ 0		$ 91
Loss on divested businesses	(43)		(552)	$ 0
Tire Additives Disposal Group | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net						$ 107
Disposal Group, Including Discontinued Operation, Inventory, Current						94
Disposal Group, Including Discontinued Operation, Other Assets, Current						26
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current						298
Disposal Group, Including Discontinued Operation, Goodwill, Current						398
Disposal Group, Including Discontinued Operation, Intangible Assets, Current						381
Disposal Group, Including Discontinued Operation, Assets, Current						1,304
Disposal Group, Including Discontinued Operations, Liabilities, Current, Payables						48
Disposal Group, Including Discontinued Operation, Postretirement Plan Benefit Obligation						34
Disposal Group, Including Discontinued Operations, Liabilities, Current, Other Liabilities						18
Liabilities held for sale						100
Disposal Group Including Discontinued Operation, Assets, Net, Current						1,204
Disposal Group, Including Discontinued Operation, Consideration						640
Disposal Group, Deferred Gain on Disposal						$ 75
Loss on divested businesses	(42)	$ (594)
Disposal Group, Including Discontinued Operation, Foreign Currency Translation Gains (Losses)		$ 23
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]		Loss on divested businesses
Disposal Group, Including Discontinued Operations, Transaction Costs	5		15
Adhesives Resins Disposal Group | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net					$ 129
Disposal Group, Including Discontinued Operation, Inventory, Current					163
Disposal Group, Including Discontinued Operation, Other Assets, Current					21
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current					303
Disposal Group, Including Discontinued Operation, Goodwill, Current					399
Disposal Group, Including Discontinued Operation, Intangible Assets, Current					14
Disposal Group, Including Discontinued Operation, Assets, Current					1,029
Disposal Group, Including Discontinued Operations, Liabilities, Current, Payables					83
Disposal Group, Including Discontinued Operations, Liabilities, Current, Post Employment Obligations					7
Disposal Group, Including Discontinued Operations, Liabilities, Current, Other Liabilities					4
Liabilities held for sale					94
Disposal Group Including Discontinued Operation, Assets, Net, Current					935
Disposal Group, Including Discontinued Operation, Consideration					$ 957
Loss on divested businesses	1
Disposal Group, Including Discontinued Operation, Foreign Currency Translation Gains (Losses)	$ 10
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Loss on divested businesses
Disposal Group, Including Discontinued Operations, Transaction Costs	$ 13		$ 3

XML

INVENTORIES (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
At FIFO or average cost (approximates current cost) [Abstract]
Finished goods	$ 1,347	$ 1,007
Work in process	297	273
Raw materials and supplies	743	589
Total inventories at FIFO or average cost	2,387	1,869
Less: LIFO reserve	493	365
Total inventories	$ 1,894	$ 1,504
Inventories valued on the LIFO method (in hundredths)	50.00%	50.00%

XML

PROPERTIES AND ACCUMULATED DEPRECIATION (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Properties and equipment at cost	$ 12,942	$ 12,680
Less: Accumulated depreciation	7,782	7,684
Net properties	5,160	4,996
Interest capitalized	9	5	$ 4
Property, Plant, and Equipment, Additional Disclosures [Abstract]
Depreciation expense	384	426	445
Cumulative construction-period interest	93	99
Accumulated depreciation for cumulative construction-period interest	43	45
Interest capitalized	9	5	$ 4
Land [Member]
Property, Plant and Equipment [Line Items]
Properties and equipment at cost	140	150
Buildings and Building Equipment [Member]
Property, Plant and Equipment [Line Items]
Properties and equipment at cost	1,394	1,458
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Properties and equipment at cost	10,543	10,449
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Properties and equipment at cost	$ 865	$ 623

XML

GOODWILL AND OTHER INTANGIBLE ASSETS Part 1 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Changes in carrying amount of goodwill [Roll Forward]
Beginning Balance	$ 3,641	$ 4,465
Divestiture		(398)
Held for sale (1)		(399)
Acquisitions (2)	45
Currency translation adjustments	(22)	(27)
Ending Balance	3,664	3,641	$ 4,465
Impairment of Intangible Assets (Excluding Goodwill)	0	0	125
Advanced Materials [Member]
Changes in carrying amount of goodwill [Roll Forward]
Beginning Balance	1,286	1,292
Divestiture		0
Held for sale (1)		0
Acquisitions (2)	15
Currency translation adjustments	(5)	(6)
Ending Balance	1,296	1,286	1,292
Additives And Functional Products [Member]
Changes in carrying amount of goodwill [Roll Forward]
Beginning Balance	1,585	2,397
Divestiture		(398)
Held for sale (1)		(399)
Acquisitions (2)	30
Currency translation adjustments	(14)	(15)
Ending Balance	1,601	1,585	2,397
Goodwill, Impaired, Accumulated Impairment Loss	106
Chemical Intermediates [Member]
Changes in carrying amount of goodwill [Roll Forward]
Beginning Balance	760	766
Divestiture		0
Held for sale (1)		0
Acquisitions (2)	0
Currency translation adjustments	(3)	(6)
Ending Balance	757	760	766
Goodwill, Impaired, Accumulated Impairment Loss	12
Other Segments [Member]
Changes in carrying amount of goodwill [Roll Forward]
Beginning Balance	10	10
Divestiture		0
Held for sale (1)		0
Acquisitions (2)	0
Currency translation adjustments	0	0
Ending Balance	10	$ 10	$ 10
Goodwill, Impaired, Accumulated Impairment Loss	$ 14

XML

GOODWILL AND OTHER INTANGIBLE ASSETS Part 2 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets [Line Items]
Gross Carrying Value	$ 2,108	$ 2,171
Accumulated Amortization	898	809
Finite-Lived Intangible Assets, Net	1,210	1,362
Amortization expense of definite-lived intangible assets related to continuing operations	87	108	$ 128
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Finite-Lived Intangible Asset, Expected Amortization, Year One	83
Finite-Lived Intangible Asset, Expected Amortization, Year Two	83
Finite-Lived Intangible Asset, Expected Amortization, Year Three	76
Finite-Lived Intangible Asset, Expected Amortization, Year Four	76
Finite-Lived Intangible Asset, Expected Amortization, Year Five	67
Trademarks [Member]
Intangible Assets [Line Items]
Gross Carrying Value	349	349
Finite-Lived Intangible Assets, Net	349	349
Other Intangible Assets [Member]
Intangible Assets [Line Items]
Gross Carrying Value	10	10
Finite-Lived Intangible Assets, Net	10	10
Customer Relationships [Member]
Intangible Assets [Line Items]
Gross Carrying Value	1,134	1,144
Accumulated Amortization	535	479
Finite-Lived Intangible Assets, Net	$ 599	665
Customer Relationships [Member] | Minimum [Member]
Intangible Assets [Line Items]
Estimated Useful Life in Years	8 years
Customer Relationships [Member] | Maximum [Member]
Intangible Assets [Line Items]
Estimated Useful Life in Years	25 years
Technology [Member]
Intangible Assets [Line Items]
Gross Carrying Value	$ 505	581
Accumulated Amortization	331	304
Finite-Lived Intangible Assets, Net	$ 174	277
Technology [Member] | Minimum [Member]
Intangible Assets [Line Items]
Estimated Useful Life in Years	7 years
Technology [Member] | Maximum [Member]
Intangible Assets [Line Items]
Estimated Useful Life in Years	20 years
Other Intangible Assets [Member]
Intangible Assets [Line Items]
Gross Carrying Value	$ 110	87
Accumulated Amortization	32	26
Finite-Lived Intangible Assets, Net	$ 78	$ 61
Other Intangible Assets [Member] | Minimum [Member]
Intangible Assets [Line Items]
Estimated Useful Life in Years	16 years
Other Intangible Assets [Member] | Maximum [Member]
Intangible Assets [Line Items]
Estimated Useful Life in Years	37 years

XML

EQUITY INVESTMENTS (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Other Joint Ventures [Member]
Investments, Equity Method and Joint Ventures, Schedule of Equity Method Investments [Line Items]
Percentage of equity interest in joint venture (in hudredths)	50.00%
Equity method investment in joint venture	$ 111	$ 96
Nanjing Joint Venture [Member]
Investments, Equity Method and Joint Ventures, Schedule of Equity Method Investments [Line Items]
Percentage of equity interest in joint venture (in hudredths)	50.00%
Shenzhen Joint Venture [Member]
Investments, Equity Method and Joint Ventures, Schedule of Equity Method Investments [Line Items]
Percentage of equity interest in joint venture (in hudredths)	50.00%
Acetate Tow Joint Venture [Member]
Investments, Equity Method and Joint Ventures, Schedule of Equity Method Investments [Line Items]
Percentage of equity interest in joint venture (in hudredths)	45.00%
Accoya Joint Venture
Investments, Equity Method and Joint Ventures, Schedule of Equity Method Investments [Line Items]
Percentage of equity interest in joint venture (in hudredths)	40.00%

XML

PAYABLES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Trade creditors	$ 1,319	$ 1,228
Accrued payrolls, vacation, and variable-incentive compensation	164	311
Accrued taxes	157	138
Post-employment obligations	103	70
Dividends payable to stockholders	94	101
Other	288	285
Total payables and other current liabilities	$ 2,125	$ 2,133

XML

INCOME TAXES Part 1 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings from continuing operations before income taxes [Abstract]
United States	$ 205	$ 645	$ 164
Outside the United States	772	437	366
Total	977	1,082	530
United States [Abstract]
Current	179	114	70
Deferred	(76)	18	(96)
Outside United States [Abstract]
Current	105	115	77
Deferred	(10)	(42)	(14)
State and other [Abstract]
Current	33	24	5
Deferred	(50)	(14)	(1)
Provision for income taxes	181	215	41
Deferred tax charge (benefit) recorded in stockholders' equity [Abstract]
Defined benefit pension and other postretirement benefit plans	(7)	(10)	(7)
Derivatives and hedging	(1)	21	(4)
Other comprehensive income	(8)	11	(11)
Income tax expense (benefit) included in consolidated financial statement [Abstract]
Provision for income taxes	181	215	41
Other comprehensive income	(8)	11	(11)
Total	173	226	30
Reconciliation income tax rate [Abstract]
Amount computed using the statutory rate	205	225	109
State income taxes, net	(27)	(4)	2
Foreign rate variance	(16)	(28)	(49)
Change in reserves for tax contingencies	27	(39)	4
General business credits	(44)	(21)	(39)
U.S. tax on foreign earnings, net of credits	(17)	2	13
Divestitures	(37)	(89)	0
Tax law changes and tax loss from outside-U.S. entity reorganizations	0	(15)	0
Other	16	6	1
Provision for income taxes	$ 181	$ 215	$ 41
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Effective tax rate for the period (in hundredths)	19.00%	20.00%	8.00%
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract]
Effective Income Tax Rate Reconciliation, Changes in State Valuation Allowance	$ 32
Effective Income Tax Rate Reconciliation, Disposition of Business, Amount	37	$ 89	$ 0
Effective Income Tax Rate Reconciliation, Changes in Previously Unrecognized Tax Positions		78	27
Tax benefit from finalization of prior year return			7
Deferred tax assets [Abstract]
Post-employment obligations	150	176
Net operating loss carryforwards	645	637
Tax credit carryforwards	236	212
Environmental contingencies	64	67
Capitalized research and development expenses	139	0
Other	239	224
Total deferred tax assets	1,473	1,316
Less: Valuation allowance	258	339
Deferred tax assets less valuation allowance	1,215	977
Deferred tax liabilities [Abstract]
Property, plant, and equipment	(849)	(843)
Intangible assets	(272)	(288)
Investments	(441)	(369)
Other	(201)	(171)
Total deferred tax liabilities	(1,763)	(1,671)
Net deferred tax liabilities	(548)	(694)
As recorded in the Consolidated Statements of Financial Position [Abstract]
Net deferred tax liabilities	(548)	(694)
Operating Loss Carryforwards [Line Items]
Undistributed Earnings of Foreign Subsidiaries	3,000
Deferred Tax Liabilities, Net	548	694
U.S. tax on foreign earnings, net of credits	(17)	2	$ 13
Deferred Tax Assets, Net of Valuation Allowance	1,215	977
Due to and from tax authorities [Abstract]
Miscellaneous receivables	35	173
Payables and other current liabilities	95	68
Other long-term liabilities	174	130
Total income taxes payable	269	198
Foreign Country [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	2,400
Net operating loss carryforwards with expiration date	$ 900
Expiring period of net operating loss carryforwards, minimum (in years)	1 year
Expiring period of net operating loss carryforwards, maximum (in years)	20 years
Net operating loss carryforwards without expiration date	$ 1,500
Operating Loss Carryforwards, Valuation Allowance	131
Foreign tax credit carryforwards available to reduce possible future domestic income taxes	66
Foreign Country [Member] | Solutia [Member]
Operating Loss Carryforwards [Line Items]
Tax Credit Carryforward, Valuation Allowance	54
United States [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	0
Tax Credit Carryforward, Valuation Allowance	28
State and Local Jurisdiction [Member] | Solutia [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Valuation Allowance	42
Other Noncurrent Assets [Member]
Deferred tax assets [Abstract]
Deferred tax assets less valuation allowance	123	116
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Net of Valuation Allowance	123	116
Other Noncurrent Liabilities [Member]
Deferred tax liabilities [Abstract]
Net deferred tax liabilities	(671)	(810)
As recorded in the Consolidated Statements of Financial Position [Abstract]
Net deferred tax liabilities	(671)	(810)
Operating Loss Carryforwards [Line Items]
Deferred Tax Liabilities, Net	$ 671	$ 810

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INCOME TAXES Part 2 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of beginning and ending amounts of accrued interest related to unrecognized tax benefits [Roll Forward]
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 229
United States [Member]
Reconciliation of beginning and ending amounts of unrecognized tax benefits [Roll Forward]
Beginning Balance	200	$ 257	$ 202
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions	11	6	14
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions			63
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	24	2
Lapse of statute of limitations	0	(45)	(22)
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	0	(20)	0
Ending Balance	235	200	257
Reconciliation of beginning and ending amounts of accrued interest related to unrecognized tax benefits [Roll Forward]
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	22	13	13	$ 13
Unrecognized Tax Benefits, Interest on Income Taxes Expense	9	9	5
Interest income, net of tax associated with expiration of statute of limitations	0	$ (9)	$ (5)
Maximum [Member]
Reconciliation of beginning and ending amounts of accrued interest related to unrecognized tax benefits [Roll Forward]
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 55

XML

BORROWINGS Part 1 (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Early debt extinguishment costs			$ 0	$ 1	$ 1
Total borrowings			5,151	5,159
Borrowings due within one year			1,126	747
Long-term borrowings			$ 4,025	4,412
3.5% Notes Due Dec 2021 [Member]
Debt Instrument [Line Items]
Stated Interest Rate (in hundredths)			3.50%
Maturity Date			2021
3.6% notes due August 2022 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 0	747
Stated Interest Rate (in hundredths)			3.60%
Maturity Date			2022
Repayments of Debt	$ 200	$ 550
1.50% notes due May 2023 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 800	850
Stated Interest Rate (in hundredths)			1.50%
Maturity Date			2023
7 1/4% debentures due January 2024 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 198	198
Stated Interest Rate (in hundredths)			7.25%
Maturity Date			2024
7 5/8% debentures due June 2024 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 43	43
Stated Interest Rate (in hundredths)			7.625%
Maturity Date			2024
3.8% notes due March 2025 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 693	698
Stated Interest Rate (in hundredths)			3.80%
Maturity Date			2025
1.875% notes due November 2026 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 530	565
Stated Interest Rate (in hundredths)			1.875%
Maturity Date			2026
7.60% debentures due February 2027 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 196	195
Stated Interest Rate (in hundredths)			7.60%
Maturity Date			2027
4.5% Notes Due Dec 2028 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 495	494
Stated Interest Rate (in hundredths)			4.50%
Maturity Date			2028
4.8% notes due September 2042 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 494	494
Stated Interest Rate (in hundredths)			4.80%
Maturity Date			2042
4.65% notes due October 2044 [Member]
Debt Instrument [Line Items]
Long-term Debt			$ 877	875
Stated Interest Rate (in hundredths)			4.65%
Maturity Date			2044
2027 Term Loan
Debt Instrument [Line Items]
Long-term Debt			$ 499	0
Debt, Weighted Average Interest Rate			5.55%
Commercial paper and short-term borrowings [Member]
Debt Instrument [Line Items]
Borrowings due within one year			$ 326	$ 0
Debt, Weighted Average Interest Rate			4.85%

XML

BORROWINGS Part 2 (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Credit Facilities [Abstract]
Borrowings due within one year		$ 747	$ 1,126	$ 747
Early debt extinguishment costs			0	1	$ 1
Proceeds from borrowings			500	0	$ 249
Subsequent Event
Credit Facilities [Abstract]
Proceeds from borrowings	$ 300
Revolving Credit Facility [Member]
Credit Facilities [Abstract]
Line of Credit Facility, Current Borrowing Capacity			1,500
Line of Credit Facility, Maximum Month-end Outstanding Amount			$ 0	0
Early debt extinguishment costs		(1)
2027 Term Loan
Credit Facilities [Abstract]
Debt, Weighted Average Interest Rate			5.55%
Long-term Debt		0	$ 499	0
Proceeds from borrowings			$ 500
Commercial paper and short-term borrowings [Member]
Credit Facilities [Abstract]
Debt, Weighted Average Interest Rate			4.85%
Borrowings due within one year		$ 0	$ 326	$ 0

XML

BORROWINGS BORROWINGS Part 3 (Details) Fair Value - Fair Value, Recurring [Member] - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Instrument, Fair Value Disclosure	$ 0	$ 0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Instrument, Fair Value Disclosure	4,888	5,737
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Instrument, Fair Value Disclosure	$ 0	$ 0

XML

DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS Part 1 (Details) € in Millions, bbl in Millions, MMBTU in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) bbl MMBTU	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 USD ($) MMBTU bbl	Dec. 31, 2021 EUR (€)	Dec. 31, 2022 EUR (€) bbl MMBTU	Jun. 30, 2022 USD ($)	Dec. 31, 2021 EUR (€) MMBTU bbl
Derivative [Line Items]
Gain on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring	$ 1
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative [Line Items]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	0		$ 12
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax	27
Commodity Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative [Line Items]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	$ 3		$ 16
Commodity Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount | bbl	0		1		0		1
Energy Related Derivative [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount | MMBTU	3		13		3		13
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative [Line Items]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	$ 0		$ 5
Interest Rate Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount	0		75			$ 75
Derivative, Cash Received on Hedge	13
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax	12
Interest Rate Contract [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount	75		75
Notes Due August 2022 | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivatives used in Net Investment Hedge, Increase (Decrease), Gross of Tax	40
Euro Member Countries, Euro | Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount | €					€ 573		€ 429
Euro Member Countries, Euro | 1.50% Notes Due 2023 and 1.875% Notes Due 2026 [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional Amount of Nonderivative Instruments	1,300	€ 1,247	$ 1,400	€ 1,246
Euro Member Countries, Euro | Cross Currency Swaps[Member] | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount | €					587		€ 853
Euro Member Countries, Euro | Notes Due August 2022 | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount | €					€ 266
United States of America, Dollars | Notes Due August 2022 | Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 320

XML

DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS Part 2 (Details) € in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Derivative Assets [Abstract]
Derivative Asset, Fair Value, Gross Asset	$ 0		$ 0
Derivative Liabilities [Abstract]
Derivative Liability, Fair Value, Gross Liability	0		0
Derivative, Fair Value, Net	0		0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative Assets [Abstract]
Derivative Asset, Fair Value, Gross Asset	76,000,000		98,000,000
Derivative Liabilities [Abstract]
Derivative Liability, Fair Value, Gross Liability	(20,000,000)		(8,000,000)
Derivative, Fair Value, Net	56,000,000		90,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Commodity Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivative Assets [Abstract]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	3,000,000		16,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Commodity Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member]
Derivative Assets [Abstract]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	0		2,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Commodity Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivative Liabilities [Abstract]
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value	3,000,000		1,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Commodity Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member]
Derivative Liabilities [Abstract]
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value	0		1,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivative Assets [Abstract]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	0		12,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member]
Derivative Assets [Abstract]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	0		6,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivative Assets [Abstract]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	8,000,000		1,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member]
Derivative Assets [Abstract]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	4,000,000		0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivative Assets [Abstract]
Fair Value Hedge Assets	1,000,000		1,000,000
Cash Flow Hedge Derivative Instrument Assets at Fair Value	0		5,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member]
Derivative Assets [Abstract]
Fair Value Hedge Assets	0		1,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member]
Derivative Liabilities [Abstract]
Fair Value Hedge Liabilities	5,000,000		0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Derivative Assets [Abstract]
Derivative Asset, Fair Value, Gross Asset	0		0
Derivative Liabilities [Abstract]
Derivative Liability, Fair Value, Gross Liability	0		0
Derivative, Fair Value, Net	0		0
Net Investment Hedging [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivative Assets [Abstract]
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value	0		20,000,000
Net Investment Hedging [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member]
Derivative Assets [Abstract]
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value	72,000,000		35,000,000
Net Investment Hedging [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member]
Derivative Liabilities [Abstract]
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value	0		5,000,000
Net Investment Hedging [Member] | Euro Member Countries, Euro | 1.50% Notes Due 2023 and 1.875% Notes Due 2026 [Member] | Designated as Hedging Instrument [Member]
Non-Derivatives, Carrying Value [Line Items]
Notional Amount of Nonderivative Instruments	1,300,000,000	€ 1,247	1,400,000,000	€ 1,246
Fair Value Hedging [Member] | Interest Rate Contract [Member] | Short-term Debt
Derivatives, Fair Value [Line Items]
Hedged Liability, Fair Value Hedge	0		697,000,000
Hedged Liability, Fair Value Hedge, Cumulative Increase (Decrease)	0		(2,000,000)
Fair Value Hedging [Member] | Interest Rate Contract [Member] | Long-term Debt
Derivatives, Fair Value [Line Items]
Hedged Liability, Fair Value Hedge	79,000,000		76,000,000
Hedged Liability, Fair Value Hedge, Cumulative Increase (Decrease)	$ 5,000,000		$ 1,000,000

XML

DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS Part 3 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Sales	$ 10,580	$ 10,476	$ 8,473
Cost of sales	8,443	7,976	6,498
Interest Income (Expense), Net	(182)	(198)	(210)
Other Comprehensive Income (Loss), Non-derivatives Qualifying as Hedges, before Tax [Abstract]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	7	56	(29)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(3)	63
Summary of Derivative Instruments [Abstract]
Monetized positions and mark to market net losses in accumulated other comprehensive income before tax	(134)	7
Price Risk Cash Flow Hedge Unrealized Loss to be Reclassified During Next 12 Months	(10)
Commodity Contract [Member] | Cash Flow Hedging [Member]
Summary of Derivative Instruments [Abstract]
Unrealized Gains (Losses) on Derivative Instruments	(11)	15	17
Commodity Contract [Member] | Cash Flow Hedging [Member] | Cost of Sales [Member]
Pre-tax Amount of Gain (Loss) reclassified From Accumulated Other Comprehensive Income Into Income (Effective Portion) [Abstract]
Derivative Instruments, Gain (Loss) Reclassified From Accumulated Other Comprehensive Income, Effective Portion, Net Total	36	20	(31)
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member]
Summary of Derivative Instruments [Abstract]
Unrealized Gains (Losses) on Derivative Instruments	(2)	39	(36)
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Sales [Member]
Pre-tax Amount of Gain (Loss) reclassified From Accumulated Other Comprehensive Income Into Income (Effective Portion) [Abstract]
Derivative Instruments, Gain (Loss) Reclassified From Accumulated Other Comprehensive Income, Effective Portion, Net Total	45	(7)	9
Interest Rate Swap [Member] | Cash Flow Hedging [Member]
Summary of Derivative Instruments [Abstract]
Unrealized Gains (Losses) on Derivative Instruments	10	9	8
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Net Interest Expense
Pre-tax Amount of Gain (Loss) reclassified From Accumulated Other Comprehensive Income Into Income (Effective Portion) [Abstract]
Derivative Instruments, Gain (Loss) Reclassified From Accumulated Other Comprehensive Income, Effective Portion, Net Total	(6)	(9)	(9)
Interest Rate Contract [Member] | Fair Value Hedging [Member]
Other Comprehensive Income (Loss), Non-derivatives Qualifying as Hedges, before Tax [Abstract]
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	2	2	1
Interest Rate Contract [Member] | Fair Value Hedging [Member] | Net Interest Expense
Other Comprehensive Income (Loss), Non-derivatives Qualifying as Hedges, before Tax [Abstract]
Gain (Loss) on Fair Value Hedges Recognized in Earnings	(2)	(2)	(1)
Foreign Exchange [Member] | Net Investment Hedging [Member]
Other Comprehensive Income (Loss), Non-derivatives Qualifying as Hedges, before Tax [Abstract]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	85	116	(130)
Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	(11)	0	(1)
Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member]
Other Comprehensive Income (Loss), Non-derivatives Qualifying as Hedges, before Tax [Abstract]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	63	74	(88)
OCI, Derivative Qualifying as Hedge, Excluded Component	$ (1)	$ (12)	$ 10

XML

DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS Part 4 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Not Designated as Hedging Instrument [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	$ (11)	$ 0	$ (1)

XML

RETIREMENT PLANS (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Change in projected benefit obligation [Roll Forward]
Actuarial gain	$ (19)	$ 267	$ (240)
Other changes in plan assets and benefit obligations recognized in other comprehensive income [Abstract]
Current year prior service credit (cost)	(34)	(38)	(38)
Stock Option [Member]
Estimated future benefits payments [Abstract]
Tax benefit of options exercised	$ 1	$ 5	2
Post Retirement Welfare Plans [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	100.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	100.00%	100.00%
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract]
Projected benefit obligation	$ 456	$ 592
Change in projected benefit obligation [Roll Forward]
Benefit obligation, beginning of year	665	745
Service cost	0	0	0
Interest cost	14	12	19
Actuarial gain	(127)	(40)
Curtailment gain	0	0
Settlement	0	0
Divestitures	0	(2)
Plan participants' contributions	2	9
Effect of currency exchange	0	0
Federal subsidy on benefits paid	0	1
Benefits paid	(45)	(60)
Benefit obligation, end of year	509	665	745
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	134	144
Actual return on plan assets	(31)	7
Effect of currency exchange	0	0
Company contributions	35	40
Reserve for third party contributions	11	(7)
Plan participants' contributions	2	9
Benefits paid	(45)	(60)
Federal subsidy on benefits paid	0	1
Settlements	0	0
Fair value of plan assets, end of year	106	134	144
Funded status at end of year	(403)	(531)
Amounts recognized in the Consolidated Statements of Financial Position consist of [Abstract]
Other noncurrent asset	53	62
Current liabilities	(38)	(38)
Post-employment obligations	(418)	(555)
Net amount recognized, end of year	(403)	(531)
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax	(37)	(68)
Components of net periodic benefit cost [Abstract]
Service cost	0	0	0
Interest cost	14	12	19
Expected return on plan assets	(4)	(5)	(5)
Amortization of: [Abstract]
Prior service (credit) cost	(31)	(37)	(38)
Mark-to-market adjustment	(103)	(35)	49
Net periodic benefit cost	(124)	(65)	25
Other changes in plan assets and benefit obligations recognized in other comprehensive income [Abstract]
Curtailment gain	0	0	0
Current year prior service credit (cost)	0	0	0
Amortization of: [Abstract]
Prior service (credit) cost	(31)	(37)	(38)
Total	$ (31)	$ (37)	$ (38)
Weighted-average assumptions used to determine benefit obligations for years ended [Abstract]
Discount rate (in hundredths)	5.55%	2.83%	2.38%
Health care cost trend [Abstract]
Initial (in hundredths)	6.00%	6.00%	6.25%
Decreasing to ultimate trend of (in hundredths)	5.00%	5.00%	5.00%
Weighted-average assumptions used to determine net periodic cost for years ended [Abstract]
Discount rate ( in hundredths)	2.83%	2.39%	3.21%
Discount rate for service costs		1.90%	2.92%
Discount rate for interest costs	2.35%	1.74%	2.80%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	3.50%	3.75%	3.75%
Rate of compensation increase (in hundredths)			3.25%
Health Care Cost Trend [Abstract]
Initial (in hundredths)	6.00%	6.25%	6.50%
Decreasing to ultimate trend of (in hundredths)	5.00%	5.00%	5.00%
Projected Year that reaches ultimate trend rate	2026	2026	2026
Defined Benefit Plan, Year Health Care Cost Trend Rate Reaches Ultimate Trend Rate	2030	2026	2026
Estimated future benefits payments [Abstract]
2023	$ 47
2024	47
2025	47
2026	46
2027	45
2028-2032	$ 208
Post Retirement Welfare Plans [Member] | Private Equity Securities [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	0.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	0.00%	0.00%
Post Retirement Welfare Plans [Member] | Debt Securities [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	100.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	100.00%	100.00%
Post Retirement Welfare Plans [Member] | Real Estate [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	0.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	0.00%	0.00%
Post Retirement Welfare Plans [Member] | Other Investment Companies [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	0.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	0.00%	0.00%
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	$ 108
Fair value of plan assets, end of year	88	$ 108
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	5	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	108
Fair value of plan assets, end of year	83	108
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Cash and Cash Equivalents [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year		0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year		0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year		0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year		0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Debt Securities [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	79
Fair value of plan assets, end of year	62	79
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	79
Fair value of plan assets, end of year	62	79
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Cash and Cash Equivalents
Change in plan assets [Roll Forward]
Fair value of plan assets, end of year	5
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Cash and Cash Equivalents | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, end of year	5
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Cash and Cash Equivalents | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, end of year	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (US) [Member] | Cash and Cash Equivalents | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, end of year	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (Non-U.S.) [Member] | Debt Securities [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	29
Fair value of plan assets, end of year	21	29
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (Non-U.S.) [Member] | Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (Non-U.S.) [Member] | Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	29
Fair value of plan assets, end of year	21	29
Voluntary employees' beneficiary association (VEBA) trust [Member] | Post Retirement Welfare Plans [Member] | Fixed Income (Non-U.S.) [Member] | Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	$ 0	$ 0
Employee stock ownership plan which is a component of Eastman Investment Plan EIP/ESOP [Member]
Defined Contribution Investment Plan and Employee Stock Ownership Plan
Anticipated percentage of employer contribution to the plan for all U.S. employees (in hundredths)	5.00%
Allocated shares in the ESOP (in shares)	1,871,624	1,909,362	1,997,587
Percentage of an employee's remuneration that is being matched by the employer (in hundredths)	7.00%
Percentage of company match of the first seven percent of employee's compensation contributed to the plan (in hundredths)	50.00%
Charges for domestic contributions to the Defined Contribution plans	$ 81	$ 73	$ 67
Foreign Plan [Member]
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract]
Projected benefit obligation	176	288
Fair value of plan assets	140	222
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract]
Accumulated benefit obligation	141	272
Fair value of plan assets	116	222
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	924
Fair value of plan assets, end of year	589	924
Foreign Plan [Member] | Investments measured at net asset value [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	828
Fair value of plan assets, end of year	498	828
Foreign Plan [Member] | Cash and Cash Equivalents [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	37
Fair value of plan assets, end of year	46	37
Foreign Plan [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	37
Fair value of plan assets, end of year	46	37
Foreign Plan [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | United States [Member] | Public Equity Funds [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | United States [Member] | Public Equity Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | United States [Member] | Public Equity Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | United States [Member] | Public Equity Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | Other Alternative Investments [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	59
Fair value of plan assets, end of year	45	59
Foreign Plan [Member] | Other Alternative Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | Other Alternative Investments [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | Other Alternative Investments [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	59
Fair value of plan assets, end of year	45	59
Foreign Plan [Member] | Cash and cash equivalents, public equity, and other investments [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	96
Fair value of plan assets, end of year	91	96
Foreign Plan [Member] | Cash and cash equivalents, public equity, and other investments [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	37
Fair value of plan assets, end of year	46	37
Foreign Plan [Member] | Cash and cash equivalents, public equity, and other investments [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
Foreign Plan [Member] | Cash and cash equivalents, public equity, and other investments [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	59
Fair value of plan assets, end of year	$ 45	$ 59
Foreign Plan [Member] | Pension Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Expected Long-Term Rate of Return on Plan Assets	3.86%	3.81%
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	100.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	100.00%	100.00%
Change in projected benefit obligation [Roll Forward]
Benefit obligation, beginning of year	$ 948	$ 1,089
Service cost	11	19	17
Interest cost	14	12	15
Actuarial gain	(264)	(68)
Curtailment gain	(3)	0
Settlement	0	0
Divestitures	0	(32)
Plan participants' contributions	1	1
Effect of currency exchange	(77)	(43)
Federal subsidy on benefits paid	0	0
Benefits paid	(28)	(30)
Benefit obligation, end of year	602	948	1,089
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	924	938
Actual return on plan assets	(250)	31
Effect of currency exchange	(76)	(39)
Company contributions	18	23
Reserve for third party contributions	0	0
Plan participants' contributions	1	1
Benefits paid	(28)	(30)
Federal subsidy on benefits paid	0	0
Settlements	0	0
Fair value of plan assets, end of year	589	924	938
Funded status at end of year	(13)	(24)
Amounts recognized in the Consolidated Statements of Financial Position consist of [Abstract]
Other noncurrent asset	23	42
Current liabilities	0	0
Post-employment obligations	(36)	(66)
Net amount recognized, end of year	(13)	(24)
Accumulated benefit obligation basis for all defined benefit pension plans	578	910
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax	(6)	(10)
Components of net periodic benefit cost [Abstract]
Service cost	11	19	17
Interest cost	14	12	15
Expected return on plan assets	(31)	(37)	(34)
Amortization of: [Abstract]
Prior service (credit) cost	0	(1)	(1)
Mark-to-market adjustment	10	(62)	28
Net periodic benefit cost	4	(69)	25
Other changes in plan assets and benefit obligations recognized in other comprehensive income [Abstract]
Curtailment gain	(4)	0	0
Current year prior service credit (cost)	0	0	12
Amortization of: [Abstract]
Prior service (credit) cost	0	(1)	(1)
Total	$ (4)	$ (1)	$ 11
Weighted-average assumptions used to determine benefit obligations for years ended [Abstract]
Discount rate (in hundredths)	4.27%	1.57%	1.08%
Rate of compensation increase (in hundredths)	3.04%	3.00%	2.94%
Weighted-average assumptions used to determine net periodic cost for years ended [Abstract]
Discount rate ( in hundredths)	1.57%	1.08%	1.56%
Discount rate for service costs	1.31%	1.08%	1.56%
Discount rate for interest costs	1.57%	1.08%	1.56%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	3.81%	4.04%	4.26%
Rate of compensation increase (in hundredths)	3.00%	2.94%	2.94%
Estimated future benefits payments [Abstract]
2023	$ 28
2024	26
2025	28
2026	31
2027	35
2028-2032	187
Foreign Plan [Member] | Pension Plan [Member] | Adhesives Resins Disposal Group
Change in projected benefit obligation [Roll Forward]
Curtailment gain	7
Amortization of: [Abstract]
Prior service (credit) cost	(4)
Settlement	3
Mark-to-market pension and other postretirement benefits loss (gain), net (1)	3
Foreign Plan [Member] | Pension Plan [Member] | Other Investments [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	59	$ 68
Defined benefit plan unrealized gains	(14)	(9)
Fair value of plan assets, end of year	$ 45	$ 59	$ 68
Foreign Plan [Member] | Pension Plan [Member] | Private Equity Securities [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	21.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	20.00%	22.00%
Foreign Plan [Member] | Pension Plan [Member] | Debt Securities [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	60.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	62.00%	59.00%
Foreign Plan [Member] | Pension Plan [Member] | Real Estate [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	4.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	4.00%	4.00%
Foreign Plan [Member] | Pension Plan [Member] | Other Investment Companies [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	15.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	14.00%	15.00%
UNITED STATES
Defined Benefit Plan, Information about Plan Assets [Abstract]
Amount of defined benefit pension plan funded by the company	$ 0
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract]
Projected benefit obligation	1,471	$ 175
Fair value of plan assets	1,405	119
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract]
Accumulated benefit obligation	245	161
Fair value of plan assets	188	119
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	1,877
Fair value of plan assets, end of year	1,405	1,877
UNITED STATES | Investments measured at net asset value [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	1,829
Fair value of plan assets, end of year	1,374	1,829
UNITED STATES | Cash and Cash Equivalents [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	45
Fair value of plan assets, end of year	27	45
UNITED STATES | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	45
Fair value of plan assets, end of year	27	45
UNITED STATES | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | United States [Member] | Public Equity Funds [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	3
Fair value of plan assets, end of year	4	3
UNITED STATES | United States [Member] | Public Equity Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	3
Fair value of plan assets, end of year	4	3
UNITED STATES | United States [Member] | Public Equity Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | United States [Member] | Public Equity Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Other Alternative Investments [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Other Alternative Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Other Alternative Investments [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Other Alternative Investments [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Cash and cash equivalents, public equity, and other investments [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	48
Fair value of plan assets, end of year	31	48
UNITED STATES | Cash and cash equivalents, public equity, and other investments [Member] | Fair Value, Inputs, Level 1 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	48
Fair value of plan assets, end of year	31	48
UNITED STATES | Cash and cash equivalents, public equity, and other investments [Member] | Fair Value, Inputs, Level 2 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	0	0
UNITED STATES | Cash and cash equivalents, public equity, and other investments [Member] | Fair Value, Inputs, Level 3 [Member]
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	0
Fair value of plan assets, end of year	$ 0	$ 0
UNITED STATES | Pension Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Expected Long-Term Rate of Return on Plan Assets	6.62%	7.07%
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	100.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	100.00%	100.00%
Change in projected benefit obligation [Roll Forward]
Benefit obligation, beginning of year	$ 1,892	$ 2,050
Service cost	25	26	25
Interest cost	45	37	57
Actuarial gain	(328)	(49)
Curtailment gain	0	0
Settlement	9	6
Divestitures	0	0
Plan participants' contributions	0	0
Effect of currency exchange	0	0
Federal subsidy on benefits paid	0	0
Benefits paid	(154)	(166)
Benefit obligation, end of year	1,471	1,892	2,050
Change in plan assets [Roll Forward]
Fair value of plan assets, beginning of year	1,877	1,798
Actual return on plan assets	(312)	247
Effect of currency exchange	0	0
Company contributions	3	4
Reserve for third party contributions	0	0
Plan participants' contributions	0	0
Benefits paid	(154)	(166)
Federal subsidy on benefits paid	0	0
Settlements	(9)	(6)
Fair value of plan assets, end of year	1,405	1,877	1,798
Funded status at end of year	(66)	(15)
Amounts recognized in the Consolidated Statements of Financial Position consist of [Abstract]
Other noncurrent asset	0	41
Current liabilities	(13)	(3)
Post-employment obligations	(53)	(53)
Net amount recognized, end of year	(66)	(15)
Accumulated benefit obligation basis for all defined benefit pension plans	1,417	1,803
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax	0	1
Components of net periodic benefit cost [Abstract]
Service cost	25	26	25
Interest cost	45	37	57
Expected return on plan assets	(128)	(126)	(135)
Amortization of: [Abstract]
Prior service (credit) cost	1	0	1
Mark-to-market adjustment	112	(170)	163
Net periodic benefit cost	55	(233)	111
Other changes in plan assets and benefit obligations recognized in other comprehensive income [Abstract]
Curtailment gain	0	0	0
Current year prior service credit (cost)	0	0	0
Amortization of: [Abstract]
Prior service (credit) cost	1	0	1
Total	1	$ 0	$ 1
Mark-to-market pension and other postretirement benefits loss (gain), net (1)	$ (7)
Weighted-average assumptions used to determine benefit obligations for years ended [Abstract]
Discount rate (in hundredths)	5.58%	2.88%	2.48%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Weighted-Average Interest Crediting Rate	5.48%	5.50%	5.50%
Rate of compensation increase (in hundredths)	3.00%	3.00%	2.75%
Weighted-average assumptions used to determine net periodic cost for years ended [Abstract]
Discount rate ( in hundredths)	2.88%	2.48%	3.25%
Discount rate for service costs	2.95%	2.57%	3.31%
Discount rate for interest costs	2.46%	1.79%	2.83%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	7.07%	7.29%	7.37%
Rate of compensation increase (in hundredths)	3.00%	2.75%	3.25%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Weighted-Average Interest Crediting Rate	5.50%	5.50%	5.52%
Estimated future benefits payments [Abstract]
2023	$ 230
2024	123
2025	122
2026	121
2027	126
2028-2032	$ 604
UNITED STATES | Pension Plan [Member] | Private Equity Securities [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	39.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	36.00%	38.00%
UNITED STATES | Pension Plan [Member] | Debt Securities [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	38.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	39.00%	43.00%
UNITED STATES | Pension Plan [Member] | Real Estate [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	8.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	7.00%	3.00%
UNITED STATES | Pension Plan [Member] | Other Investment Companies [Member]
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	15.00%
Defined Benefit Plan, Actual Plan Asset Allocations (in hundredths)	18.00%	16.00%

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LEASES AND OTHER COMMITMENTS Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Reclassified	$ 3	$ 3
Lessee, Operating Lease, Liability, to be Paid, Year One	58	55
Lessee, Operating Lease, Liability, Payments, Due Year Two	46	44
Lessee, Operating Lease, Liability, Payments, Due Year Three	37	31
Lessee, Operating Lease, Liability, Payments, Due Year Four	26	24
Lessee, Operating Lease, Liability, Payments, Due Year Five	17	18
Lessee, Operating Lease, Liability, Payments, Due after Year Five	38	53
Lessee, Operating Lease, Liability, Payments, Due	222	225
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	20	18
Operating Lease, Cost	67	71	$ 73
Short-term Lease, Cost	45	40	37
Sublease Income	(13)	(4)	(4)
Lease, Cost	99	107	$ 106
Operating Lease, Payments	67	69
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 69	$ 110
Operating Lease, Weighted Average Remaining Lease Term	6 years	6 years
Operating Lease, Weighted Average Discount Rate, Percent	3.20%	2.70%
Lessor, Lease, Description [Line Items]
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Accrued Liabilities, Current	Accounts Payable and Accrued Liabilities, Current
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Operating Lease, Right-of-Use, Prepaid Amount	$ 6	$ 5
Operating Lease, Payments	67	69
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 69	$ 110
Operating Lease, Weighted Average Remaining Lease Term	6 years	6 years
Operating Lease, Weighted Average Discount Rate, Percent	3.20%	2.70%
Operating Lease, Right-of-Use Asset, Reclassified	$ 3	$ 3
Other Noncurrent Liabilities [Member]
Lessor, Lease, Description [Line Items]
Operating Lease, Liability	$ 202	$ 207

XML

LEASES AND OTHER COMMITMENTS Commitments (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Other Commitments [Line Items]
2023	$ 1,737.0
2024	699.0
2025	1,101.0
2026	891.0
2027	1,023.0
2028 and beyond	6,273.0
Other Commitment	$ 11,724.0
Unrecorded Unconditional Purchase Obligation, Term	30 years
Guarantor Obligations, Term	15 years
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 160.0
Unrecorded Unconditional Purchase Obligation, Purchases	3,100.0
Debt Securities [Member]
Other Commitments [Line Items]
2023	800.0
2024	241.0
2025	693.0
2026	530.0
2027	196.0
2028 and beyond	1,866.0
Other Commitment	4,326.0
Revolving Credit Facility [Member]
Other Commitments [Line Items]
2023	326.0
2024	0.0
2025	0.0
2026	0.0
2027	499.0
2028 and beyond	0.0
Other Commitment	825.0
Interest payable [Member]
Other Commitments [Line Items]
2023	180.0
2024	162.0
2025	143.0
2026	131.0
2027	97.0
2028 and beyond	1,091.0
Other Commitment	1,804.0
Obligations [Member]
Other Commitments [Line Items]
2023	166.0
2024	170.0
2025	140.0
2026	118.0
2027	112.0
2028 and beyond	2,366.0
Unrecorded Unconditional Purchase Obligation, Purchases	3,072.0
Operating leases [Member]
Other Commitments [Line Items]
2023	58.0
2024	46.0
2025	37.0
2026	26.0
2027	17.0
2028 and beyond	38.0
Other Commitment	222.0
Other Liabilities [Member]
Other Commitments [Line Items]
2023	207.0
2024	80.0
2025	88.0
2026	86.0
2027	102.0
2028 and beyond	912.0
Other Commitment	$ 1,475.0

XML

ENVIRONMENTAL MATTERS (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning of period	$ 281
End of period	$ 274	$ 281
Expected Payment Period of Environmental Contingencies	30 years
Accrual for Environmental Loss Contingencies [Abstract]
Accrued Environmental Loss Contingencies, Current	$ 10	20
Accrued Environmental Loss Contingencies, Noncurrent	264	261
Environmental Costs [Abstract]
Cash expenditures related to environmental protection and improvement	300	281	$ 265
Environmental capital expenditures	60	38	42
Environmental Remediation [Member]
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning of period	253	257
Changes in estimates recorded to earnings and other	6	9
Cash reductions	(14)	(13)
End of period	245	253	$ 257
Shared Sites [Member]
Site Contingency [Line Items]
Maximum funding required for environmental shared sites	325
Amounts paid for Environmental Remediation to Date for Shared Sites	117
Loss Contingency, Estimate of Possible Loss	200
Environmental ARO [Member]
Accrual for Environmental Loss Contingencies [Roll Forward]
Best Estimate Accrued to-date For Asset Retirement Obligation	29	28
Non Environmental ARO [Member]
Accrual for Environmental Loss Contingencies [Roll Forward]
Best Estimate Accrued to-date For Asset Retirement Obligation	51	51
Minimum [Member] | Environmental Remediation [Member]
Site Contingency [Line Items]
Loss Contingency, Estimate of Possible Loss	245	253
Maximum [Member] | Environmental Remediation [Member]
Site Contingency [Line Items]
Loss Contingency, Estimate of Possible Loss	$ 457	$ 473

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STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 01, 2021	Dec. 31, 2019	Feb. 01, 2018
All Classes Of Equity Shares Authorized For Issue	400,000,000	400,000,000
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	350,000,000	350,000,000	350,000,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01	$ 0.01
Cash dividends declared (per share)		$ 3.07	$ 2.83	$ 2.67
Class of Warrant or Right, Outstanding	6,000,000	6,000,000
Stock Repurchases		$ (1,002)	$ (1,000)	$ (60)
Treasury stock held by the Companys charitable foundation in shares	50,798	50,798	50,798	50,798
Treasury Stock, Shares, Acquired		10,710,259	8,061,779	1,134,052
Stockholders' Equity [Roll Forward]
Beginning Balance		$ 5,704
Net Earnings		793	$ 857	$ 478
Income attributable to noncontrolling interest		3	10	11
Net earnings including noncontrolling interest		796	867	489
Cash dividends declared		(377)	(380)	(363)
Other Comprehensive Income		(23)	91	(59)
Share-Based Compensation Expense		69	70	44
Stock Option Exercises		9	62	36
Stockholders' Equity, Other		(24)	(16)	(9)
Stock Repurchases		(1,002)	(1,000)	(60)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			(14)	(2)
Ending Balance	$ 5,153	5,153	5,704
Total equity	$ 5,236	5,236	5,788	6,108		$ 6,032
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		$ 793	$ 857	$ 478
Shares used for earnings per share calculation, Basic (in shares)		123,500,000	134,900,000	135,500,000
Weighted Average Number Diluted Shares Outstanding Adjustment		1,400,000	2,200,000	1,000,000.0
Shares used for earnings per share calculation, Diluted (in shares)		124,900,000	137,100,000	136,500,000
Basic earnings per share attributable to Eastman		$ 6.42	$ 6.35	$ 3.53
Diluted earnings per share attributable to Eastman		$ 6.35	$ 6.25	$ 3.50
Underlying options excluded from the computation of diluted earnings per share (in shares)		1,398,110	150,781	2,424,826
Shares of common stock issued [Abstract]
Balance, beginning of period (in shares)		221,809,309	220,641,506	219,638,646
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture		539,248	1,167,803	1,002,860
Balance, ending of period (in shares)	222,348,557	222,348,557	221,809,309	220,641,506
Retained earnings	$ 8,973	$ 8,973	$ 8,557	$ 8,080		$ 7,965
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax		0	0	12
Prior service credit arising during the period		0	0	(9)
Other Comprehensive Income		(23)	91	(59)
Stock Repurchased During Period, Value		1,102	900
Less: Treasury stock at cost (103,602,488 and 92,892,229 shares for 2022 and 2021, respectively)	5,932	5,932	4,860
Accumulated Other Comprehensive Income Loss Net Of Tax Abstract
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(230)	(230)	(237)	(293)
Unrecognized Prior Service Credits for Benefit Plans	32	32	59	87
Unrealized Losses on Investments	(1)	(1)	(1)	(1)
Accumulated other comprehensive loss	(205)	(205)	(182)	(273)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		7	56	(29)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax		(27)	(28)
Unrealized Losses on Investments		0	0
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax		(23)	91
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		7	56	(29)
Prior service credit arising during the period		0	0	(9)
Amortization of unrecognized prior service credits included in net periodic costs		(27)	(28)	(28)
AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax	(6)	(6)	(3)	(66)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax		(3)	63
Unrealized gain (loss) during period		53	66	(34)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax		56	3	(23)
Other Comprehensive Income (Loss), before Tax [Abstract]
Change in cumulative translation adjustment		7	56	(29)
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax		(34)	(38)	(38)
Unrealized Gain (Loss) on Foreign Currency Derivatives, Net, before Tax		71	88	(46)
Reclassification adjustment for loss included in net income		(75)	(4)	31
Total other comprehensive income (loss)		(31)	102	(70)
ASR Date Dec 2021
Stock Repurchase Program, Authorized Amount	500	500
Stock Repurchases		(100)
Stockholders' Equity [Roll Forward]
Stock Repurchases		(100)
ASR Date Q2 2022
Stock Repurchase Program, Authorized Amount	500	500
Shares of common stock issued [Abstract]
Payments for Repurchase of Equity	500
Common Stock [Member]
Stock Repurchases		0	0	0
Stockholders' Equity [Roll Forward]
Beginning Balance		2	2	2
Net Earnings		0	0	0
Cash dividends declared		0	0	0
Other Comprehensive Income		0	0	0
Share-Based Compensation Expense		0	0	0
Stock Option Exercises		0	0	0
Stockholders' Equity, Other		0	0	0
Stock Repurchases		0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			0	0
Ending Balance	2	2	2	2
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		0	0	0
Shares of common stock issued [Abstract]
Other Comprehensive Income		0	0	0
Additional Paid In Capital [Member]
Stock Repurchases				0
Stockholders' Equity [Roll Forward]
Beginning Balance		2,187	2,174	2,105
Net Earnings		0	0	0
Cash dividends declared		0	0	0
Other Comprehensive Income		0	0	0
Share-Based Compensation Expense		69	70	44
Stock Option Exercises		9	62	36
Stockholders' Equity, Other		(20)	(19)	(11)
Accelerated Share Repurchase Program, Adjustment		(70)	100
Stock Repurchases				0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			0	0
Ending Balance	2,315	2,315	2,187	2,174
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		0	0	0
Shares of common stock issued [Abstract]
Other Comprehensive Income		0	0	0
Retained Earnings [Member]
Stock Repurchases		0	0	0
Stockholders' Equity [Roll Forward]
Beginning Balance		8,557	8,080	7,965
Net Earnings		793	857	478
Cash dividends declared		(377)	(380)	(363)
Other Comprehensive Income		0	0	0
Share-Based Compensation Expense		0	0	0
Stock Option Exercises		0	0	0
Stockholders' Equity, Other		0	0	0
Stock Repurchases		0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			0	0
Ending Balance	8,973	8,973	8,557	8,080
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		793	857	478
Shares of common stock issued [Abstract]
Other Comprehensive Income		0	0	0
Accumulated Other Comprehensive Income [Member]
Stock Repurchases		0	0	0
Stockholders' Equity [Roll Forward]
Beginning Balance		(182)	(273)	(214)
Net Earnings		0	0	0
Cash dividends declared		0	0	0
Other Comprehensive Income		(23)	91	(59)
Share-Based Compensation Expense		0	0	0
Stock Option Exercises		0	0	0
Stockholders' Equity, Other		0	0	0
Stock Repurchases		0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			0	0
Ending Balance	(205)	(205)	(182)	(273)
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		0	0	0
Shares of common stock issued [Abstract]
Other Comprehensive Income		(23)	91	(59)
Treasury Stock [Member]
Stock Repurchases		(1,072)	(900)	(60)
Stockholders' Equity [Roll Forward]
Beginning Balance		(4,860)	(3,960)	(3,900)
Net Earnings		0	0	0
Cash dividends declared		0	0	0
Other Comprehensive Income		0	0	0
Share-Based Compensation Expense		0	0	0
Stock Option Exercises		0	0	0
Stockholders' Equity, Other		0	0	0
Stock Repurchases		(1,072)	(900)	(60)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			0	0
Ending Balance	(5,932)	(5,932)	(4,860)	(3,960)
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		0	0	0
Shares of common stock issued [Abstract]
Other Comprehensive Income		0	0	0
Eastman's Stockholders' Equity [Member]
Stock Repurchases		(1,002)	(1,000)	(60)
Stockholders' Equity [Roll Forward]
Beginning Balance		5,704	6,023	5,958
Net Earnings		793	857	478
Cash dividends declared		(377)	(380)	(363)
Other Comprehensive Income		(23)	91	(59)
Share-Based Compensation Expense		69	70	44
Stock Option Exercises		9	62	36
Stockholders' Equity, Other		(20)	(19)	(11)
Stock Repurchases		(1,002)	(1,000)	(60)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			0	0
Ending Balance	5,153	5,153	5,704	6,023
Earnings Per Share [Abstract]
Net earnings attributable to Eastman		793	857	478
Shares of common stock issued [Abstract]
Other Comprehensive Income		(23)	91	(59)
Noncontrolling Interest [Member]
Stock Repurchases		0	0	0
Stockholders' Equity [Roll Forward]
Beginning Balance		84	85	74
Income attributable to noncontrolling interest		3	10	11
Cash dividends declared		0	0	0
Other Comprehensive Income		0	0	0
Share-Based Compensation Expense		0	0	0
Stock Option Exercises		0	0	0
Stockholders' Equity, Other		(4)	3	2
Stock Repurchases		0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders			(14)	(2)
Ending Balance	83	83	84	85
Shares of common stock issued [Abstract]
Other Comprehensive Income		$ 0	$ 0	$ 0
2018 Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount							$ 2,000
Treasury Stock, Shares, Acquired		19,915,370
2021 Repurchase Program
Stock Repurchase Program, Authorized Amount					$ 2,500
Treasury Stock, Shares, Acquired		6,743,883
Shares of common stock issued [Abstract]
Less: Treasury stock at cost (103,602,488 and 92,892,229 shares for 2022 and 2021, respectively)	$ 635	$ 635

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ASSET IMPAIRMENTS AND RESTRUCTURING (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Asset Impairment Charges	$ 0	$ 16	$ 146
Impairment of Long-Lived Assets to be Disposed of	0	16	21
Other Asset Impairment Charges	15	(1)	0
Impairment of Intangible Assets (Excluding Goodwill)	0	0	125
Severance Costs	30	2	65
Business Exit Costs	7	30	16
Asset impairments and restructuring charges, net	52	47	227
Restructuring Charge [Roll Forward]
Balance at Beginning of Period	17	79	28
Restructuring Reserve, Period Increase (Decrease)	52	47	227
Restructuring Reserve, Accrual Adjustment	1	(26)	(144)
Cash Reductions	(35)	(83)	(32)
Balance at End of Period	35	17	79
Non-Cash Charges [Member]
Restructuring Charge [Roll Forward]
Balance at Beginning of Period	0	0	0
Restructuring Reserve, Period Increase (Decrease)		16	145
Non-cash Reductions		(16)	(145)
Cash Reductions		0	0
Balance at End of Period		0	0
Employee Severance [Member]
Restructuring Charge [Roll Forward]
Balance at Beginning of Period	12	65	17
Restructuring Reserve, Period Increase (Decrease)	31	2	65
Restructuring Reserve, Accrual Adjustment	0	(1)	1
Cash Reductions	(9)	(54)	(18)
Balance at End of Period	34	12	65
Site Closure and Restructuring Costs [Member]
Restructuring Charge [Roll Forward]
Balance at Beginning of Period	5	14	11
Restructuring Reserve, Period Increase (Decrease)	21	29	17
Restructuring Reserve, Accrual Adjustment	1	(9)	0
Cash Reductions	(26)	(29)	(14)
Balance at End of Period	1	5	14
Additives And Functional Products [Member] | Customer-Related Intangible Assets [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of Intangible Assets (Excluding Goodwill)	0	0	2
Corporate and Other | Trade Names
Restructuring Cost and Reserve [Line Items]
Impairment of Intangible Assets (Excluding Goodwill)	0	0	123
Site Closure Tire Additives Asia Pacific Tire Additives [Member] | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of	0	12	5
Severance Costs	0	0	3
Other Restructuring Costs	0	6	0
Site Closure Tire Additives Asia Pacific Tire Additives [Member] | Corporate and Other | Non-US
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of		4
Site Closure Tire Additives Asia Pacific Tire Additives [Member] | Corporate and Other | North America [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of		8
Site Closure Performance Films North America 2020 [Member] | Advanced Materials [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of	0	0	5
Severance Costs	1	0	3
Other Restructuring Costs	0	2	0
Site Closure Animal Nutrition Asia Pacific [Member] | Additives And Functional Products [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of	0	0	3
Other Asset Impairment Charges	0	(1)	0
Severance Costs	0	0	1
Other Restructuring Costs	0	0	(2)
Polyester Based Fibers [Member] | Corporate, Non-Segment [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of	0	0	8
Other Restructuring Costs	0	0	4
Site Closure Advanced Interlayers North America 2020 [Member] | Advanced Materials [Member]
Restructuring Cost and Reserve [Line Items]
Impairment of Long-Lived Assets to be Disposed of	0	1	0
Other Asset Impairment Charges	16	0	0
Severance Costs	0	1	5
Other Restructuring Costs	2	5	0
Restructuring and Related Cost, Accelerated Depreciation		4	8
Site Closure Singapore 2019 [Member]
Restructuring Cost and Reserve [Line Items]
Asset Impairment Charges	0	3	0
Severance Costs	0	0	6
Other Restructuring Costs	3	17	0
Site Closure Singapore 2019 [Member] | Additives And Functional Products [Member]
Restructuring Cost and Reserve [Line Items]
Asset Impairment Charges		1
Severance Costs			1
Other Restructuring Costs		3
Site Closure Singapore 2019 [Member] | Chemical Intermediates [Member]
Restructuring Cost and Reserve [Line Items]
Asset Impairment Charges		2
Severance Costs			5
Other Restructuring Costs	3	14
Corporate Cost Actions [Member] | Corporate, Non-Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	22	1	47
Other Restructuring Costs	0	0	14
Site Closure Tire Additives Asia Pacific | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Other Asset Impairment Charges	(1)	0	0
Site Closure Acetate Yarn 2022 | Fibers [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	7	0	0
Business Exit Costs	$ 2	$ 0	$ 0

XML

OTHER CHARGES (INCOME), NET (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Income and Expenses [Abstract]
Foreign exchange transaction losses (gains), net (1)	$ 16	$ 10	$ 16
(Income) loss from equity investments and other investment (gains) losses, net	(19)	(16)	(15)
Other, net (2)	(3)	(11)	7
Other (income) charges, net	$ (6)	$ (17)	$ 8

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SHARE-BASED COMPENSATION PLANS AND AWARDS Part 1 (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized in selling, general and administrative expense	$ 69	$ 70	$ 44
Share-based compensation expense, retirement eligibility preceding the requisite vesting period	$ 7	2	1
Summary of activity of stock option awards [Roll Forward]
Number Outstanding at end of period (in shares)	3,479,200
Weighted-Average Remaining Contractual Life (in years)	6 years
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 88
Number Exercisable at end of period (in shares)	2,534,400
Weighted-Average Exercise Price (in dollars per share)	$ 83
Exercise price of options lower range (in dollars per share)	61
Exercise prices of options upper range (in dollars per share)	$ 121
Exercise Prices of $61-$75
Summary of activity of stock option awards [Roll Forward]
Number Outstanding at end of period (in shares)	1,037,200
Weighted-Average Remaining Contractual Life (in years)	5 years 2 months 12 days
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 65
Number Exercisable at end of period (in shares)	831,800
Weighted-Average Exercise Price (in dollars per share)	$ 66
Exercise price of options lower range (in dollars per share)	61
Exercise prices of options upper range (in dollars per share)	$ 75
Exercise Prices of $76-$90
Summary of activity of stock option awards [Roll Forward]
Number Outstanding at end of period (in shares)	1,099,700
Weighted-Average Remaining Contractual Life (in years)	5 years 3 months 18 days
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 82
Number Exercisable at end of period (in shares)	1,018,600
Weighted-Average Exercise Price (in dollars per share)	$ 82
Exercise price of options lower range (in dollars per share)	76
Exercise prices of options upper range (in dollars per share)	$ 90
Exercise Prices of $91-$105
Summary of activity of stock option awards [Roll Forward]
Number Outstanding at end of period (in shares)	535,800
Weighted-Average Remaining Contractual Life (in years)	5 years 2 months 12 days
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 104
Number Exercisable at end of period (in shares)	535,800
Weighted-Average Exercise Price (in dollars per share)	$ 104
Exercise price of options lower range (in dollars per share)	91
Exercise prices of options upper range (in dollars per share)	$ 105
Exercise Prices of $106-121
Summary of activity of stock option awards [Roll Forward]
Number Outstanding at end of period (in shares)	806,500
Weighted-Average Remaining Contractual Life (in years)	8 years 7 months 6 days
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 114
Number Exercisable at end of period (in shares)	148,200
Weighted-Average Exercise Price (in dollars per share)	$ 109
Exercise price of options lower range (in dollars per share)	106
Exercise prices of options upper range (in dollars per share)	$ 121
Omnibus Long-Term Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan, term description	Eastman's 2021 Omnibus Stock Compensation Plan ("2021 Omnibus Plan") was approved by stockholders at the May 6, 2021 Annual Meeting of Stockholders and shall remain in effect until its fifth anniversary.
Shares reserved and available for issuance (in shares)	10,000,000
Shares covered by full award value per share available for issuance	$ 2.5
Grant date exercise price, minimum	exercise price not less than 100 percent of the per share fair market value on the date of the grant
Director Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved and available for issuance (in shares)	10,000,000
Term of service for shares of restricted stock to be granted to a non-employee director	Shares of restricted stock are granted on the first day of a non-employee director's initial term of service and shares of restricted stock are granted each year to each non-employee director on the date of the annual meeting of stockholders.
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized in selling, general and administrative expense	$ 11	$ 9	$ 7
Weighted average assumptions used to determine fair value of stock options awarded [Abstract]
Expected volatility rate (in hundredths)	28.98%	28.99%	21.56%
Expected dividend yield (in hundredths)	2.57%	3.58%	3.30%
Average risk-free interest rate (in hundredths)	2.35%	0.95%	0.94%
Expected term years (in years)	6 years 4 months 24 days	6 years	5 years 10 months 24 days
Expected dividend yield calculation basis	Company's average of the last four quarterly dividend yields
Summary of activity of stock option awards [Roll Forward]
Outstanding at beginning of period (in shares)	3,168,500	3,526,600	3,479,300
Granted (in shares)	443,100	449,700	622,000
Exercised (in shares)	(122,700)	(807,200)	(568,800)
Cancelled forfeited or expired (in shares)	(9,700)	(600)	(5,900)
Outstanding at end of period (in shares)	3,479,200	3,168,500	3,526,600
Options exercisable at period-end (in shares)	2,534,400	2,047,500	2,192,300
Available for grant at end of period (in shares)	8,355,640	9,866,480	4,046,748
Outstanding at beginning of period (in dollars per share)	$ 84	$ 79	$ 80
Granted (in dollars per share)	113	109	62
Exercised (in dollars per share)	74	77	64
Cancelled, forfeited, or expired (in dollars per share)	87	74	82
Outstanding at end of year (in dollars per share)	88	84	79
Weighted average fair value of options granted (in dollars per share)	$ 26.80	$ 19.81	$ 7.92
Intrinsic value of options exercised	$ 6	$ 31	$ 14
Cash proceeds received from option exercises	10	62	36
Tax benefit of options exercised	1	5	2
Fair value of shares vested	$ 8	$ 8	9
Stock Option [Member] | Director Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term life of options (in years)	10 years
Vesting periods, maximum (in years)	3 years
Nonvested Options [Member]
Summary of activity of stock option awards [Roll Forward]
Outstanding at beginning of period (in shares)	1,121,000
Granted (in shares)	443,100
Vested (in shares)	(611,900)
Cancelled forfeited or expired (in shares)	(7,400)
Outstanding at end of period (in shares)	944,800	1,121,000
Outstanding at beginning of period (in dollars per share)	$ 13.88
Granted (in dollars per share)	26.80
Vested (in dollars per share)	12.99
Cancelled, forfeited, or expired (in dollars per share)	14.90
Outstanding at end of year (in dollars per share)	$ 20.50	$ 13.88
Unrecognized compensation expense before tax for these same type awards	$ 3
Amortization life of unrecognized compensation expense before tax for these same type awards (in years)	2 years
Other Share-Based Compensation Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized in selling, general and administrative expense	$ 58	$ 60	$ 37
Summary of activity of stock option awards [Roll Forward]
Unrecognized compensation expense before tax for these same type awards	$ 73
Amortization life of unrecognized compensation expense before tax for these same type awards (in years)	2 years

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SHARE-BASED COMPENSATION PLANS AND AWARDS Part 2 (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Remaining contractual term and weighted average exercise prices of stock options [Abstract]
Number Outstanding at end of period (in shares)	3,479,200
Weighted-Average Remaining Contractual Life (in years)	6 years
Weighted-Average Exercise Price (in dollars per share)	$ 88
Number Exercisable at end of period (in shares)	2,534,400
Weighted-Average Exercise Price (in dollars per share)	$ 83
Exercise price of options lower range (in dollars per share)	61
Exercise prices of options upper range (in dollars per share)	$ 121
Stock Option [Member]
Remaining contractual term and weighted average exercise prices of stock options [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	$ 17
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 13
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years 1 month 6 days
Tax benefit of options exercised	$ 1	$ 5	$ 2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 26.80	$ 19.81	$ 7.92
Intrinsic value of options exercised	$ 6	$ 31	$ 14
Cash proceeds received from option exercises	10	62	36
Fair value of shares vested	$ 8	$ 8	$ 9
Performance Shares [Member] | Long Term Performance Share Award
Remaining contractual term and weighted average exercise prices of stock options [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	288,000	311,000	423,000
Restricted Stock Units (RSUs) [Member]
Remaining contractual term and weighted average exercise prices of stock options [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	160,000	166,000	227,000
Nonvested Options [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 3
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years

XML

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Information [Abstract]
Current assets	$ 22	$ (57)	$ (1)
Other assets	12	(32)	(14)
Current liabilities	180	109	5
Long-term liabilities and equity	76	69	15
Other items, net	290	89	5
Interest Paid, Including Capitalized Interest, Operating and Investing Activities [Abstract]
Interest, net of amounts capitalized	179	170	191
Income Taxes Paid, Net [Abstract]
Income taxes, net of refunds	78	122	179
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Outstanding trade payables related to capital expenditures	$ 64	$ 22	$ 20

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SEGMENT INFORMATION (Details) Part 1 - Segment	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Number of Reportable Segments	4
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Advanced Materials [Member] | North America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	33.00%	30.00%	34.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Advanced Materials [Member] | Asia Pacific [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	35.00%	38.00%	33.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Advanced Materials [Member] | EMEA [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	26.00%	27.00%	27.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Advanced Materials [Member] | Latin America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	6.00%	5.00%	6.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Additives And Functional Products [Member] | North America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	39.00%	38.00%	38.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Additives And Functional Products [Member] | Asia Pacific [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	24.00%	27.00%	26.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Additives And Functional Products [Member] | EMEA [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	31.00%	29.00%	30.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Additives And Functional Products [Member] | Latin America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	6.00%	6.00%	6.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Chemical Intermediates [Member] | North America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	70.00%	70.00%	65.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Chemical Intermediates [Member] | Asia Pacific [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	7.00%	8.00%	13.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Chemical Intermediates [Member] | EMEA [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	17.00%	16.00%	16.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Chemical Intermediates [Member] | Latin America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	6.00%	6.00%	6.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Fibers [Member] | North America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	25.00%	25.00%	26.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Fibers [Member] | Asia Pacific [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	35.00%	35.00%	32.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Fibers [Member] | EMEA [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	37.00%	37.00%	39.00%
Revenue, Segment Benchmark | Geographic Concentration Risk [Member] | Fibers [Member] | Latin America [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	3.00%	3.00%	3.00%
Advanced Interlayers Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Advanced Materials [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	29.00%	29.00%	29.00%
Performance Films Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Advanced Materials [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	20.00%	20.00%	20.00%
Specialty Plastics Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Advanced Materials [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	51.00%	51.00%	51.00%
Animal Nutrition [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Additives And Functional Products [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	14.00%	12.00%	12.00%
Care Chemicals Product LIne [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Additives And Functional Products [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	34.00%	32.00%	34.00%
Coatings and Inks Additives Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Additives And Functional Products [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	34.00%	38.00%	36.00%
Specialty Fluids Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Additives And Functional Products [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	18.00%	18.00%	18.00%
Functional Amines Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Chemical Intermediates [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	24.00%	21.00%	23.00%
Intermediates product line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Chemical Intermediates [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	56.00%	57.00%	57.00%
Plasticizers Product Line [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Chemical Intermediates [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	20.00%	22.00%	20.00%
Acetate Tow Product Line Member | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Fibers [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	64.00%	64.00%	70.00%
Acetate Yarn [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Fibers [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	14.00%	14.00%	9.00%
Acetyl Chemical Products [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Fibers [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	16.00%	16.00%	16.00%
Nonwovens [Member] | Revenue, Segment Benchmark | Product Concentration Risk [Member] | Fibers [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage	6.00%	6.00%	5.00%

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SEGMENT INFORMATION (Details) Part 2 - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Sales	$ 10,580	$ 10,476	$ 8,473
Net properties	5,160	4,996	5,549
Capital Expenditures by Segment	611	555	383
Depreciation and Amortization Expense by Segment	477	538	574
Assets by Segment	14,667	15,519
Earnings (Loss) Before Interest and Taxes by Segment	1,159	1,281	741
Corporate, Non-Segment [Member] | Growth Initiatives [Member]
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	(196)	(49)	(32)
Corporate, Non-Segment [Member] | Pension and other postretirement benefit plans income (expense), net not allocated to operating segments
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	70	375	(156)
Corporate, Non-Segment [Member] | Asset impairments and restructuring charges, net
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	(21)	(18)	(206)
Corporate, Non-Segment [Member] | Other Nonoperating Income (Expense) [Member]
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	7	(11)	(20)
Corporate, Non-Segment [Member] | Divested businesses
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	6	(502)	(70)
Corporate, Non-Segment [Member] | Transaction costs and Gain/Loss on Business
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	(61)	(570)	0
Corporate, Non-Segment [Member] | Steam Line Incident
Segment Reporting Information [Line Items]
Earnings (Loss) Before Interest and Taxes by Segment	(39)	0	0
Advanced Materials [Member]
Segment Reporting Information [Line Items]
Sales	3,207	3,027	2,524
Capital Expenditures by Segment	341	280	140
Depreciation and Amortization Expense by Segment	163	177	187
Assets by Segment	4,967	4,661
Earnings (Loss) Before Interest and Taxes by Segment	376	519	427
Additives And Functional Products [Member]
Segment Reporting Information [Line Items]
Sales	3,165	2,708	2,095
Capital Expenditures by Segment	98	97	79
Depreciation and Amortization Expense by Segment	134	132	125
Assets by Segment	4,127	4,188
Earnings (Loss) Before Interest and Taxes by Segment	483	448	382
Additives And Functional Products [Member] | Previously Reported [Member]
Segment Reporting Information [Line Items]
Assets by Segment		4,643
Additives And Functional Products [Member] | Prior Period Revised
Segment Reporting Information [Line Items]
Assets by Segment		5,195
Chemical Intermediates [Member]
Segment Reporting Information [Line Items]
Sales	3,026	2,849	2,090
Capital Expenditures by Segment	98	124	84
Depreciation and Amortization Expense by Segment	112	111	108
Assets by Segment	2,695	2,703
Earnings (Loss) Before Interest and Taxes by Segment	409	445	166
Fibers [Member]
Segment Reporting Information [Line Items]
Sales	1,022	900	837
Capital Expenditures by Segment	43	33	31
Depreciation and Amortization Expense by Segment	61	60	56
Assets by Segment	1,046	972
Earnings (Loss) Before Interest and Taxes by Segment	131	142	180
All Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales	10,420	9,484	7,546
Capital Expenditures by Segment	580	534	334
Depreciation and Amortization Expense by Segment	470	480	476
Assets by Segment	12,835	12,524
Earnings (Loss) Before Interest and Taxes by Segment	1,399	1,554	1,155
Other Segments [Member]
Segment Reporting Information [Line Items]
Sales	160	992	927
Capital Expenditures by Segment	31	21	49
Depreciation and Amortization Expense by Segment	7	58	98
Corporate and Other | Previously Reported [Member]
Segment Reporting Information [Line Items]
Assets by Segment		2,540
Corporate and Other | Prior Period Revised
Segment Reporting Information [Line Items]
Assets by Segment		1,988
Corporate Assets [Member]
Segment Reporting Information [Line Items]
Assets by Segment	1,832	2,995
UNITED STATES
Segment Reporting Information [Line Items]
Sales	4,738	4,397	3,437
Net properties	4,180	3,847	4,106
All Foreign Countries [Member]
Segment Reporting Information [Line Items]
Sales	5,842	6,079	5,036
Net properties	$ 980	$ 1,149	$ 1,443

XML

RESERVE ROLLFORWARDS (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Movement In Valuation Allowances And Reserves Roll Forward
Beginning Balance	$ 1,053	$ 969	$ 1,047
Charges (Credits) to Cost and Expense	56	121	(69)
Charged to Other Accounts	(3)	(31)	2
Deductions	15	6	11
Ending Balance	1,091	1,053	969
SEC Schedule, 12-09, Allowance, Credit Loss [Member]
Movement In Valuation Allowances And Reserves Roll Forward
Beginning Balance	17	14	11
Charges (Credits) to Cost and Expense	(2)	4	4
Charged to Other Accounts	0	(1)	0
Deductions	0	0	1
Ending Balance	15	17	14
LIFO Inventory [Member]
Movement In Valuation Allowances And Reserves Roll Forward
Beginning Balance	365	226	248
Charges (Credits) to Cost and Expense	128	159	(22)
Charged to Other Accounts	0	(30)	0
Deductions	0	(10)	0
Ending Balance	493	365	226
Non-environmental asset retirement obligation Costs [Member]
Movement In Valuation Allowances And Reserves Roll Forward
Beginning Balance	51	51	48
Charges (Credits) to Cost and Expense	2	2	2
Charged to Other Accounts	(1)	(1)	1
Deductions	1	1	0
Ending Balance	51	51	51
Environmental Contingencies [Member]
Movement In Valuation Allowances And Reserves Roll Forward
Beginning Balance	281	285	287
Charges (Credits) to Cost and Expense	7	11	8
Charged to Other Accounts	0	0	0
Deductions	14	15	10
Ending Balance	274	281	285
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]
Movement In Valuation Allowances And Reserves Roll Forward
Beginning Balance	339	393	453
Charges (Credits) to Cost and Expense	(79)	(55)	(61)
Charged to Other Accounts	(2)	1	1
Deductions	0	0	0
Ending Balance	$ 258	$ 339	$ 393