1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ------------------ Commission file number 1-12626 EASTMAN CHEMICAL COMPANY (Exact name of registrant as specified in its charter) DELAWARE 62-1539359 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 N. EASTMAN ROAD KINGSPORT, TENNESSEE 37660 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (423) 229-2000 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___X____ No_________ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of Shares Outstanding at Class September 30, 1996 Common Stock, par value $0.01 per share 77,695,205 - -------------------------------------------------------------------------------- PAGE 1 OF 59 TOTAL SEQUENTIALLY NUMBER PAGES EXHIBIT INDEX ON PAGE 14
2 <TABLE> <CAPTION> TABLE OF CONTENTS - -------------------------------------------------------------------------------- ITEM PAGE - -------------------------------------------------------------------------------- <S> <C> PART I. FINANCIAL INFORMATION 1. Financial Statements 3 - 6 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-11 PART II. OTHER INFORMATION 1. Legal Proceedings 12 6. Exhibits and Reports on Form 8-K 12 SIGNATURES Signatures 13 </TABLE> 2
3 EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS 1996 1995 1996 1995 <S> <C> <C> <C> <C> Sales $1,167 $1,266 $3,669 $3,819 Cost of sales 873 858 2,735 2,667 ------ ------ ------ ------ Gross profit 294 408 934 1,152 Selling and general administrative expenses 78 102 247 271 Research and development costs 47 46 137 128 ------ ------ ------ ------ Operating earnings 169 260 550 753 Interest expense 16 19 51 58 Other (income) charges, net (3) 2 (12) (12) ------ ------ ------ ------ Earnings before income taxes 156 239 511 707 Provision for income taxes 60 91 191 269 ------ ------ ------ ------ Net earnings $ 96 $ 148 $ 320 $ 438 ====== ====== ====== ====== Net earnings per share $ 1.22 $ 1.81 $ 4.02 $ 5.28 ====== ====== ====== ====== Retained earnings at beginning of period $1,842 $1,482 $1,684 $1,258 Net earnings 96 148 320 438 Cash dividends declared (34) (33) (100) (99) ------ ------ ------ ------ Retained earnings at end of period $1,904 $1,597 $1,904 $1,597 ====== ====== ====== ====== </TABLE> The accompanying notes are an integral part of these financial statements. 3
4 EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (DOLLARS IN MILLIONS) <TABLE> <CAPTION> SEPTEMBER 30, DECEMBER 31, 1996 1995 <S> <C> <C> ASSETS Current assets Cash and cash equivalents $ 61 $ 100 Receivables 759 802 Inventories 459 467 Other current assets 122 100 ------ ------ Total current assets 1,401 1,469 ------ ------ Properties Properties and equipment at cost 7,267 6,791 Less: Accumulated depreciation 3,945 3,742 ------ ------ Net properties 3,322 3,049 ------ ------ Other noncurrent assets 382 336 ------ ------ Total assets $5,105 $4,854 ====== ====== LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities Payables $ 633 $ 771 Other current liabilities 84 102 ------ ------ Total current liabilities 717 873 Long-term borrowings 1,474 1,217 Deferred income tax credits 355 330 Postemployment obligations 712 690 Other long-term liabilities 249 216 ------ ------ Total liabilities 3,507 3,326 ------ ------ Shareowners' equity Common stock ($0.01 par-350,000,000 shares authorized; shares issued - 83,383,833 and 83,250,683) 1 1 Paid in capital 37 30 Retained earnings 1,904 1,684 Cumulative translation adjustment 11 13 ------ ------ 1,953 1,728 Less: Treasury stock at cost (5,688,628 and 3,308,200 shares) 355 200 ------ ------ Total shareowners' equity 1,598 1,528 ------ ------ Total liabilities and shareowners' equity $5,105 $4,854 ====== ====== </TABLE> The accompanying notes are an integral part of these financial statements. 4
5 EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (DOLLARS IN MILLIONS) <TABLE> <CAPTION> FIRST NINE MONTHS 1996 1995 <S> <C> <C> Cash flows from operating activities Net earnings $ 320 $ 438 ------- ------- Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation 232 230 Provision (benefit) for deferred income taxes 12 (40) (Increase) decrease in receivables 43 (119) (Increase) decrease in inventories 4 (69) Increase (decrease) in incentive pay and employee benefit liabilities (88) 126 Increase (decrease) in liabilities excluding borrowings, incentive pay, and employee benefit liabilities (23) 44 Other items, net (17) (5) ------- ------- Total adjustments 163 167 ------- ------- Net cash provided by operating activities 483 605 ------- ------- Cash flows from investing activities Additions to properties and equipment (516) (285) Acquisitions and investments in joint ventures (21) (57) Proceeds from sale of assets 36 7 Capital advances to suppliers (33) (35) Other items 2 (1) ------- ------- Net cash used in investing activities (532) (371) ------- ------- Cash flows from financing activities Net increase in commercial paper borrowings 257 11 Dividends to shareowners (100) (99) Treasury stock purchases (157) (175) Other items 10 5 ------- ------- Net cash provided by (used in) financing activities 10 (258) ------- ------- Net change in cash and cash equivalents (39) (24) Cash and cash equivalents at beginning of period 100 90 ------- ------- Cash and cash equivalents at end of period $ 61 $ 66 ======= ======= </TABLE> The accompanying notes are an integral part of these financial statements. 5
6 EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance and consistent with the accounting policies stated in the Company's 1995 Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements appearing therein. In the opinion of the Company, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation have been included in the interim consolidated financial statements. The interim consolidated financial statements are based in part on approximations and have not been audited by independent accountants. Certain 1995 amounts have been reclassified to conform to the 1996 presentation. 2. INVENTORIES <TABLE> <CAPTION> SEPTEMBER 30, DECEMBER 31, (Dollars in millions) 1996 1995 <S> <C> <C> At FIFO or average cost (approximates current cost): Finished goods $ 427 $ 461 Work in process 142 127 Raw materials and supplies 207 199 ------- ------- Total inventories at FIFO or average cost 776 787 ------- ------- Reduction to LIFO value (317) (320) ------- ------- Total inventories at LIFO value $ 459 $ 467 ======= ======= </TABLE> Inventories valued on the LIFO method are approximately 80% of total inventories in each of the periods. <TABLE> <CAPTION> 3. DIVIDENDS THIRD QUARTER FIRST NINE MONTHS 1996 1995 1996 1995 <S> <C> <C> <C> <C> Cash dividends declared per share $.44 $.42 $1.28 $1.22 </TABLE> 6
7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Consolidated Financial Statements and Management's Discussion and Analysis contained in the 1995 Annual Report on Form 10-K and the unaudited interim consolidated financial statements included elsewhere in this report. RESULTS OF OPERATIONS The following analysis of Eastman's operations compares 1996 results with 1995, a year in which the Company reported record sales and earnings. While 1996 results show overall decreases compared with 1995, the Company's net earnings for the first nine months annualized still produced a solid return on equity of 27 percent. EARNINGS <TABLE> <CAPTION> (Dollars in millions, except THIRD QUARTER FIRST NINE MONTHS per share amounts) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> Operating earnings $169 $ 260 (35)% $ 550 $ 753 (27)% Net earnings 96 148 (35) 320 438 (27) Net earnings per share 1.22 1.81 (33) 4.02 5.28 (24) </TABLE> <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> CHANGES IN EARNINGS PER SHARE Net earnings per share $1.22 $ 1.81 $ (.59) $4.02 $5.28 $(1.26) ======= ====== Operations Selling price $ (1.06) $(1.47) Volume and mix .17 .19 Raw materials, supplies, and energy costs .39 .07 Variable-incentive pay .16 .36 Pre-production and start-up costs (.20) (.34) Other (.16) (.33) ------- ------ Change from operations (.70) (1.52) Other Interest expense .02 .05 Other income/charges .04 - Effective tax rate change - .04 Lower average shares outstanding .05 .16 Rounding - .01 ------- ------ Total change $ (.59) $(1.26) ======= ====== </TABLE> The principal factor contributing to the 1996 earnings decline was lower selling prices for the Company's core plastics, polyethylene terephthalate (PET) and polyethylene. Decreased earnings also resulted from pre-production and start-up costs at new PET plants and higher labor costs. There were positive impacts on overall earnings per share from higher overall volumes, lower variable-incentive compensation, lower shares outstanding, and lower paraxylene and other raw material and energy costs. 7
8 SUMMARY BY INDUSTRY SEGMENT PERFORMANCE SEGMENT <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> Sales $862 $972 (11)% $2,763 $2,874 (4)% Operating earnings 113 179 (37) 404 518 (22) </TABLE> The first nine months Performance segment sales and operating earnings decreases were primarily attributable to lower PET selling prices and volumes, partially offset by improved selling prices and higher volumes for the Fibers business. The decreased PET volumes were principally a result of weak sales in the soft European market. Contributing to the lower operating earnings were increased pre-production and start-up costs for new manufacturing facilities. Other Performance segment businesses, specifically Specialty Plastics and Performance Chemicals, generally had a positive effect on third quarter sales and earnings. Looking forward, the capacity additions within the PET industry worldwide over the next 1-2 years are expected to result in continued downward pressure on PET selling prices. INDUSTRIAL SEGMENT <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> Sales $305 $294 4% $906 $945 (4)% Operating earnings 56 81 (31) 146 235 (38) </TABLE> The third quarter increase in the Industrial segment sales was due to volume increases, primarily related to capacity increases in acetaldehyde and propionic acid. Lower selling prices and higher feedstock costs contributed to lower operating earnings in this segment. For the first nine months, sales decreased due to lower selling prices for polyethylene, partially offset by increased volumes. Decreased first nine months Industrial segment operating earnings were primarily the result of higher feedstock costs and lower selling prices for polyethylene. (For supplemental analysis of Performance and Industrial segment business organization results, see Exhibit 99.01 to this Form 10-Q.) SUMMARY BY CUSTOMER LOCATION <TABLE> <CAPTION> SALES BY REGION THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> United States and Canada $777 $834 (7)% $2,448 $2,555 (4)% Europe, Middle East, and Africa 171 212 (19)% 578 635 (9)% Asia Pacific 145 146 (1)% 417 428 (3)% Latin America 74 74 - 226 201 12 % </TABLE> Sales in the United States for third quarter 1996 were $731 million compared with 1995 third quarter sales of $780 million. For the first nine months of 1996, sales in the United States were $2.294 billion compared with $2.384 billion in 1995. Third quarter 1996 sales outside the United States were down 10% compared with 1995, primarily due to lower PET selling prices and volumes in Europe, and were 37% of total sales for third quarter 1996, compared with 38% for third quarter 1995. 8
9 SUMMARY OF CONSOLIDATED RESULTS <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> SALES $1,167 $1,266 (8)% $3,669 $3,819 (4)% </TABLE> Sales in the third quarter 1996 decreased 11% because of lower selling prices, offset 3% because of volume gains. For the first nine months, sales decreased 5% because of lower selling prices, offset 1% because of volume gains. <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> GROSS PROFIT $ 294 $ 408 (28)% $ 934 $1,152 (19)% As a percentage of sales 25.2% 32.2% 25.5% 30.2% </TABLE> The 1996 gross profit decline was principally attributable to lower selling prices and increased pre-production and start-up costs which were partially offset by lower variable-incentive compensation, lower purchased raw material costs, and increased volumes. <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> SELLING AND GENERAL ADMINISTRATIVE EXPENSES $ 78 $102 (24)% $247 $271 (9)% As a percentage of sales 6.7% 8.1% 6.7% 7.1% </TABLE> The decrease in selling and general administrative expenses is attributable to developmental costs incurred in 1995 for the installation of a global integrated business information system that were not incurred in 1996. The Company invested significant resources in this new information system to better position itself for continued worldwide growth. Another factor resulting in the decreased selling and general administrative expenses was decreased variable-incentive compensation costs. <TABLE> <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> GROSS INTEREST EXPENSE $ 25 $ 22 $ 70 $ 66 LESS CAPITALIZED INTEREST 9 3 19 8 ------- ------- --------- --------- NET INTEREST EXPENSE $ 16 $ 19 (16)% $ 51 $ 58 (12)% ======= ======= ========= ========= <CAPTION> THIRD QUARTER FIRST NINE MONTHS (Dollars in millions) 1996 1995 CHANGE 1996 1995 CHANGE <S> <C> <C> <C> <C> <C> <C> OTHER (INCOME) CHARGES, NET $(3) $2 - % $(12) $(12) - % </TABLE> Other income and other charges include interest income, royalty income, gains and losses on asset sales, results from equity investments, foreign exchange transactions, and other items. Third quarter 1996 results include the Company's proportionate share of a one-time gain recorded by an equity investment. 9
10 LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA <TABLE> <CAPTION> FINANCIAL INDICATORS 1996 1995 <S> <C> <C> For the first nine months Ratio of earnings to fixed charges 7.0x 10.0x At the period ended September 30 and December 31 Current ratio 2.0x 1.7x Percent of long-term borrowings to total capital 48% 44% Percent of floating-rate borrowings to total borrowings 19% 2% <CAPTION> CASH FLOW FIRST NINE MONTHS (Dollars in millions) 1996 1995 <S> <C> <C> Net cash provided by (used in) Operating activities $ 483 $ 605 Investing activities (532) (371) Financing activities 10 (258) --------- --------- Net change in cash and cash equivalents $ (39) $ (24) ========= ========= Cash and cash equivalents at end of period $ 61 $ 66 ========= ========= </TABLE> The increase in cash used in investing activities of $161 million in the first nine months of 1996 is consistent with the Company's global expansion activities and primarily reflects capital expenditure increases. The cash provided by financing activities for the first nine months of 1996 reflects higher levels of commercial paper borrowings, primarily to meet cash needs for higher capital expenditures, share repurchases, and other cash flow needs. CAPITAL EXPENDITURES Eastman anticipates that total capital expenditures will be approximately $750 million in 1996 and $850 million in 1997, primarily due to previously announced expansions in worldwide manufacturing capacity. Depreciation expense is expected to be approximately $321 million for 1996 and $331 million for 1997. During 1996, the Company announced plans to construct an isophthalic acid (IPA) plant in Kingsport, Tennessee; it is expected to be on-line by mid-1998. The Company announced a planned increase in polyethylene naphthalate (PEN) homopolymer capacity expected on-line in early 1997. In October, the Company announced that it will not participate in the proposed project with three other companies to build an olefins plant near Houston, Texas. In addition to expanding its Longview, Texas oxo aldehydes and derivatives plants, the Company announced plans for construction of new plant facilities in Singapore to produce oxo aldehydes and derivatives; production operations for Singapore are expected to begin in 1998. The Company announced plans to construct a polyethylene terephthalate (PET) plant and a purified terephthalic acid (PTA) plant at their South Carolina location; production is expected in early 1999. An additional PTA plant is planned to be built in Kingsport, Tennessee by late 1997. In July, the Company announced plans to double production capacity for general-purpose fine chemicals at the Peboc Division of Eastman Chemical (UK) Ltd. in Llangefni, Wales. The Company recently signed a letter of intent to study the feasibility of forming a joint venture in the People's Republic of China; consideration is being given to building two plants in Nanjing, China, one to produce hydrocarbon tackifying resins and the other to manufacture sorbates. LIQUIDITY Eastman has access to an $800 million revolving credit facility ("Credit Facility") expiring in December 2000. Amounts outstanding under the Credit Facility are subject to interest at varying spreads above quoted market rates, principally LIBOR. The Credit Facility also requires a facility fee on the total commitment that varies based on Eastman's credit rating. The annual rate for such fee was 0.075% as of September 30, 1996. The Credit Agreement contains a number of covenants and events of default, including the maintenance of certain financial ratios. Eastman was in compliance with all such covenants for all periods. 10
11 Eastman utilizes commercial paper, generally with maturities of 90 days or less, to meet its liquidity needs. The Company's commercial paper, supported by the Credit Facility, is classified as long-term borrowings because the Company has the ability and intent to refinance such borrowings long-term. During third quarter 1996, the average annual effective interest rate was 5.46% for commercial paper borrowings; as of September 30, 1996, the Company's commercial paper outstanding balance was $279 million. In 1995, the Company repurchased $200 million of Eastman common stock. In February 1996, the Company announced plans to repurchase up to $400 million of additional Eastman common shares. Repurchased shares may be used to meet common stock requirements for benefit plans and other corporate purposes. Repurchase of common shares is not expected to have an adverse impact on the liquidity of the Company. At September 30, 1996, the Company had acquired an additional 2,408,400 shares at a cost of $157 million, pursuant to its current repurchase program. Existing sources of capital, together with cash flows from operations, are expected to be sufficient to meet the Company's foreseeable cash flow requirements. Eastman has on file with the Securities Exchange Commission a shelf registration to issue up to an additional $300 million of debt securities. <TABLE> <CAPTION> DIVIDENDS THIRD QUARTER FIRST NINE MONTHS 1996 1995 1996 1995 <S> <C> <C> <C> <C> Cash dividends declared per share $.44 $.42 $1.28 $1.22 </TABLE> OUTLOOK Looking forward for the rest of 1996, the Company expects continued strong demand for Fibers business products, improved PET volumes, but lower PET prices than in third quarter 1996. Based on current and projected selling prices and raw material costs, overall downward pressure on fourth quarter margins is expected. It is now likely that earnings for the second half of 1996 will be less than earnings in the first half of the year. In 1997, the Company expects continued good demand for its products. It also expects to have the capability for 3-5% volume growth as the result of a new PET plant in Spain, a full year's effect of the new PET plant in Mexico, and incremental gains in capacity for fibers and various chemicals. In relation to PET, the Company expects no significant price improvement from current levels, modest volume growth, and negative earnings comparisons overall for 1997. For the rest of its businesses, the Company expects overall stable margins and operating costs. The above stated expectations, other forward-looking statements in this report, and other statements of the Company relating to matters such as planned capacity increases and capital spending, expected depreciation, future volume and price changes, demand, and margin and earnings expectations for individual products, businesses, and segments as well as for the whole of the Company, are based upon certain underlying assumptions. These assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, management plans and strategies, economic conditions, and other factors and are subject to risks and uncertainties inherent in projecting future conditions and results. The forward-looking statements in this report are based upon the following assumptions: relatively stable business conditions in the United States, improving business conditions in Europe, and continued growth in Latin America and Asia Pacific, supporting continued good overall demand for the Company's products; continued demand growth worldwide for PET; continued capacity additions within the PET industry worldwide; availability of scheduled Eastman capacity increases; stable to slightly lower pricing for Eastman products; overall stable to slightly lower purchase costs for key Eastman raw materials; productivity gains offsetting wage inflation; and continued progress on the current share repurchase program. Actual results could differ materially from current expectations if one or more of these assumptions prove to be inaccurate or are unrealized. 11
12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS LEGAL PROCEEDINGS The Company began operating as an independent publicly held company on January 1, 1994 as a result of its spin-off (the "Spin-Off") from Eastman Kodak Company ("Kodak"). Prior to the Spin-Off, the Company operated as a wholly-owned business of Kodak. Since the Spin-Off, the Company has owned and operated substantially all of the worldwide chemical business it previously conducted as a part of Kodak. Prior to the Spin-Off, Kodak agreed to participate in the Environmental Protection Agency's ("EPA") Toxic Substances Control Act ("TSCA") Section 8(e) Compliance Audit Program ("CAP"). As a participant, Kodak agreed to audit its files, including those of its chemical business, for materials which under then-current EPA guidelines would be subject to notification under Section 8(e) of TSCA and to pay stipulated penalties for each report submitted under the CAP. After the Spin-Off, the Company was added as a joint participant in Kodak's CAP. Under the terms of the EPA's Consent Order dated October 3, 1996 and the Consent Agreement among the EPA, Kodak, and the Company, Kodak and the Company were assessed a civil penalty of $1,000,000. Kodak and the Company have agreed that Kodak will pay the entire civil penalty to the EPA and that the Company will pay $250,000 to Kodak as reimbursement for the Company's agreed upon portion of the CAP penalty. The Company's operations are parties to or targets of lawsuits, claims, investigations, and proceedings, including product liability, patent, commercial, environmental, and health and safety matters, which are being handled and defended in the ordinary course of business. No such pending matters, including the EPA CAP proceeding described in the preceding paragraph, are expected to have a material adverse effect on the Company's business, financial condition or results of operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits filed as part of this report are listed in the Exhibit Index appearing on page 14. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the quarter ended September 30, 1996. 12
13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Eastman Chemical Company Date: November 4, 1996 By: /s/ H. Virgil Stephens ------------------------------------ H. Virgil Stephens Senior Vice President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer) 13
14 <TABLE> <CAPTION> EXHIBIT INDEX EXHIBIT DESCRIPTION SEQUENTIAL NUMBER PAGE NUMBER <S> <C> 3.01 Amended and Restated Certificate of Incorporation of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.01 to Eastman Chemical Company's Registration Statement on Form S-1, File No. 33-72364, as amended) 3.02 Amended and Restated By-laws of Eastman Chemical Company, as amended October 1, 1994 (incorporated by reference to Exhibit 3.02 to Eastman Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1994) 4.01 Form of Eastman Chemical Company Common Stock certificate (incorporated herein by reference to Exhibit 3.02 to Eastman Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1993) 4.02 Stockholder Protection Rights Agreement dated as of December 13, 1993, between Eastman Chemical Company and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference to Exhibit 4.4 to Eastman Chemical Company's Registration Statement on Form S-8 relating to the Eastman Investment Plan, File No. 33-73810) 4.03 Indenture, dated as of January 10, 1994, between Eastman Chemical Company and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4(a) to Eastman Chemical Company's current report on Form 8-K dated January 10, 1994 (the "8-K")) 4.04 Form of 6 3/8% Notes due January 15, 2004 (incorporated herein by reference to Exhibit 4(c) to the 8-K) 4.05 Form of 7 1/4% Debentures due January 15, 2024 (incorporated herein by reference to Exhibit 4(d) to the 8-K) 4.06 Officers' Certificate pursuant to Sections 201 and 301 of the Indenture (incorporated herein by reference to Exhibit 4(a) to Eastman Chemical Company's Current Report on Form 8-K dated June 8, 1994 (the "June 8-K")) 4.07 Form of 7 5/8% Debentures due June 15, 2024 (incorporated herein by reference to Exhibit 4(b) to the June 8-K) 4.08 Credit Agreement, dated as of December 19, 1995 (the "Credit Agreement") among Eastman Chemical Company, the Lenders named therein, and The Chase Manhattan Bank, as Agent (incorporated herein by reference to Exhibit 4.08 to Eastman Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1995) </TABLE> 14
15 <TABLE> <CAPTION> EXHIBIT INDEX EXHIBIT DESCRIPTION SEQUENTIAL NUMBER PAGE NUMBER <S> <C> <C> *10.01 Third Amended and Restated Eastman Directors' Deferred 16 Compensation Plan. *10.02 Amended and Restated Eastman Chemical Company 1996 23 Non-Employee Director Stock Option Plan *10.03 Amended and Restated Eastman Executive Deferred 29 Compensation Plan *10.04 1994-1996 Long-Term Performance Subplan of the Eastman 39 Chemical Company 1994 Omnibus Long-Term Compensation Plan (as amended) *10.05 1995-1997 Long-Term Performance Subplan of the Eastman 45 Chemical Company 1994 Omnibus Long-Term Compensation Plan (as amended) *10.06 1996-1998 Long-Term Performance Subplan of the Eastman 51 Chemical Company 1994 Omnibus Long-Term Compensation Plan (as amended) 11.01 Statement re Computation of Earnings Per Common Share 57 12.01 Statement re Computation of Ratios of Earnings to Fixed 58 Charges 27.01 Financial Data Schedule (for SEC use only) 99.01 Supplemental Business Organization Information 59 </TABLE> __________________________ * Management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K. 15