emn2009q1_10q.htm  
 

 
UNITED STATES
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 March 31, 2009
 
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________ to ______________

Commission file number 1-12626
 
EASTMAN CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)

Delaware
 
62-1539359
(State or other jurisdiction of
 
(I.R.S. employer
incorporation or organization)
 
identification no.)
     
200 South Wilcox Drive
   
Kingsport, Tennessee
 
37662
(Address of principal executive offices)
 
(Zip Code)
     

Registrant's telephone number, including area code: (423) 229-2000

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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
YES [  ]  NO  [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer [X]                             Accelerated filer [  ]
 Non-accelerated filer [  ]                                Smaller reporting company [  ]
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [  ]  NO  [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Number of Shares Outstanding at March 31, 2009
Common Stock, par value $0.01 per share
 
72,644,214
     
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PAGE 1 OF 45 TOTAL SEQUENTIALLY NUMBERED PAGES
EXHIBIT INDEX ON PAGE 44


 

TABLE OF CONTENTS

ITEM
 
PAGE

PART I.  FINANCIAL INFORMATION

1.
Financial Statements
 
     
 
3
 
4
 
5
 
6
     
2.
19
     
3.
40
     
4.
40

PART II.  OTHER INFORMATION

1.
41
     
1A.
41
     
2.
42
     
6.
42

SIGNATURES

 
43



 

UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS,
COMPREHENSIVE INCOME AND RETAINED EARNINGS

   
First Three Months
(Dollars in millions, except per share amounts)
 
2009
 
2008
         
Sales
$
1,129
$
1,727
Cost of sales
 
950
 
1,390
Gross profit
 
 179
 
337
         
Selling, general and administrative expenses
 
94
 
110
Research and development expenses
 
34
 
42
Asset impairments and restructuring charges, net
 
26
 
17
Operating earnings
 
 25
 
 168
         
Interest expense, net
 
19
 
16
Other charges (income), net
 
4
 
(1)
Earnings from continuing operations before income taxes
 
   2
 
 153
Provision for income taxes from continuing operations
 
--
 
38
Earnings from continuing operations
 
2
 
 115
         
Earnings from disposal of discontinued operations, net of tax
 
--
 
18
Net earnings
$
   2
$
 133
         
Basic earnings per share
       
Earnings from continuing operations
$
0.03
$
1.47
Earnings from discontinued operations
 
--
 
0.23
Basic earnings per share
$
   0.03
$
   1.70
         
Diluted earnings per share
       
Earnings from continuing operations
$
0.03
$
1.46
Earnings from discontinued operations
 
--
 
0.22
Diluted earnings per share
$
   0.03
$
   1.68
         
Comprehensive Income
       
Net earnings
$
   2
$
 133
Other comprehensive income (loss)
       
Change in cumulative translation adjustment, net of tax
 
(10)
 
(36)
Change in pension liability, net of tax
 
--
 
8
Change in unrealized gains (losses) on derivative instruments, net of tax
 
9
 
(26)
Total other comprehensive income (loss)
 
(1)
 
(54)
Comprehensive income
$
  1
$
  79
         
Retained Earnings
       
Retained earnings at beginning of period
$
2,563
$
2,349
Net earnings
 
   2
 
 133
Cash dividends declared
 
(32)
 
(34)
Retained earnings at end of period
$
2,533
$
2,448

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

3 

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

   
March 31,
 
December 31,
(Dollars in millions, except per share amounts)
 
2009
 
2008
   
(Unaudited)
   
Assets
       
Current assets
       
Cash and cash equivalents
$
340
$
387
Trade receivables, net
 
264
 
275
Miscellaneous receivables
 
89
 
79
Inventories
 
561
 
637
Other current assets
 
49
 
45
Total current assets
 
1,303
 
1,423
         
Properties
       
Properties and equipment at cost
 
8,557
 
8,527
Less:  Accumulated depreciation
 
5,329
 
5,329
Net properties
 
3,228
 
3,198
         
Goodwill
 
324
 
325
Other noncurrent assets
 
342
 
335
Total assets
$
5,197
$
5,281
         
Liabilities and Stockholders' Equity
       
Current liabilities
       
Payables and other current liabilities
$
756
$
819
Borrowings due within one year
 
13
 
13
Total current liabilities
 
769
 
 832
         
Long-term borrowings
 
1,437
 
1,442
Deferred income tax liabilities
 
111
 
106
Post-employment obligations
 
1,250
 
1,246
Other long-term liabilities
 
107
 
102
Total liabilities
 
3,674
 
3,728
         
Stockholders' equity
       
Common stock ($0.01 par value – 350,000,000 shares authorized; shares issued – 94,593,224 and 94,495,860 for 2009 and 2008, respectively)
 
1
 
1
Additional paid-in capital
 
639
 
638
Retained earnings
 
2,533
 
2,563
Accumulated other comprehensive loss
 
(336)
 
(335)
   
2,837
 
2,867
    Less: Treasury stock at cost (22,031,684 shares for 2009 and 22,031,357 shares for 2008)
 
1,314
 
1,314
         
Total stockholders' equity
 
1,523
 
1,553
         
Total liabilities and stockholders' equity
$
5,197
$
5,281
         
The accompanying notes are an integral part of these consolidated financial statements.


 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
First Three Months
(Dollars in millions)
 
2009
 
2008
         
Cash flows from operating activities
       
Net earnings
$
2
$
133
         
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
       
Depreciation and amortization
 
67
 
65
Asset impairments charges
 
--
 
1
Gains on sale of assets
 
--
 
(7)
Provision (benefit) for deferred income taxes
 
(13)
 
(56)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
       
(Increase) decrease in trade receivables
 
5
 
(40)
(Increase) decrease in inventories
 
70
 
(116)
Increase (decrease) in trade payables
 
(17)
 
(47)
Increase (decrease) in liabilities for employee benefits and incentive pay
 
(55)
 
(61)
Other items, net
 
23
 
75
         
Net cash provided by (used in) operating activities
 
82
 
(53)
         
Cash flows from investing activities
       
Additions to properties and equipment
 
(110)
 
(132)
Proceeds from sale of assets
 
24
 
323
Additions to capitalized software
 
(2)
 
(3)
Other items, net
 
(20)
 
(6)
         
Net cash provided by (used in) investing activities
 
(108)
 
 182
         
Cash flows from financing activities
       
Net increase in commercial paper, credit facility, and other borrowings
 
6
 
48
Dividends paid to stockholders
 
(32)
 
(35)
Treasury stock purchases
 
--
 
(245)
Proceeds from stock option exercises and other items
 
5
 
7
         
Net cash used in financing activities
 
(21)
 
( 225)
         
Effect of exchange rate changes on cash and cash equivalents
 
--
 
1
         
Net change in cash and cash equivalents
 
(47)
 
(95)
         
Cash and cash equivalents at beginning of period
 
387
 
888
         
Cash and cash equivalents at end of period
$
 340
$
 793


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

 
5

 
 
 
ITEM
Page
   
7
7
Note 3.    Inventories
7
8
8
Note 6.    Borrowings
9
9
Note 8.    Retirement Plans
10
Note 9.    Environmental Matters
11
Note 10.  Commitments
12
13
15
16
16
16
Note 16.  Legal Matters
17
18

 

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by Eastman Chemical Company (the "Company" or "Eastman") in accordance and consistent with the accounting policies stated in the Company's 2008 Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements in Part II, Item 8 of the Company's 2008 Annual Report on Form 10-K.  The unaudited consolidated financial statements are prepared in conformity with generally accepted accounting principles ("GAAP") and, of necessity, include some amounts that are based upon management estimates and judgments.  Future actual results could differ from such current estimates.  The unaudited consolidated financial statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries and joint ventures.  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.

DISCONTINUED OPERATIONS

In first quarter 2008, the Company sold its polyethylene terephthalate ("PET") polymers and purified terephthalic acid ("PTA") production facilities in the Netherlands and its PET production facility in the United Kingdom and related businesses for approximately $329 million.  The Company recognized a gain of $18 million, net of tax, related to the sale of these businesses which includes the recognition of deferred currency translation adjustments of approximately $40 million, net of tax.  In addition, the Company indemnified the buyer against certain liabilities primarily related to taxes, legal matters, environmental matters, and other representations and warranties.

The sale of the manufacturing facilities in the Netherlands and United Kingdom, and related businesses completed the Company's exit from the European PET business and qualifies as a component of an entity under Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and accordingly their results are presented as discontinued operations and are not included in the results from continuing operations for all periods presented in the Company's unaudited consolidated financial statements.

In fourth quarter 2007, the Company sold its PET polymers production facilities in Mexico and Argentina and the related businesses.  The results related to the Mexico and Argentina facilities were not presented as discontinued operations due to continuing involvement of the Company's Performance Polymers segment in the region including contract polymer intermediates sales under a transition supply agreement to the divested sites through 2008.

Operating results of the discontinued operations which were formerly included in the Performance Polymers segment are summarized below:

   
First Three Months
(Dollars in millions)
 
2008
     
Sales
$
169
Earnings before income taxes
 
2
Gain on disposal, net of tax
 
18

INVENTORIES
 
March 31,
 
December 31,
(Dollars in millions)
2009
 
2008
       
At FIFO or average cost (approximates current cost)
     
Finished goods
$
594
$
634
Work in process
181
 
200
Raw materials and supplies
288
 
328
Total inventories
1,063
 
1,162
LIFO Reserve
(502)
 
(525)
Total inventories
$
561
$
637

Inventories valued on the LIFO method were approximately 75 percent of total inventories as of March 31, 2009 and December 31, 2008.
 
7

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 

4.  
PAYABLES AND OTHER CURRENT LIABILITIES

   
March 31,
 
                              December 31,
(Dollars in millions)
 
2009
 
2008
         
Trade creditors
$
371
$
390
Accrued payrolls, vacation, and variable-incentive compensation
 
70
 
129
Accrued taxes
 
54
 
41
Post-employment obligations
 
59
 
60
Interest payable
 
25
 
30
Bank overdrafts
 
9
 
4
Other
 
168
 
165
Total payables and other current liabilities
$
756
$
 819

The current portion of post-employment obligations is an estimate of current year payments in excess of plan assets.
 
PROVISION FOR INCOME TAXES
 
 
First Quarter
 
(Dollars in millions)
2009
 
2008
 
Change
           
Provision for income taxes
$
--
$
38
 
(100) %
Effective tax rate
 
N/A
 
25 %
   

First quarter 2009 effective tax rate, excluding discrete items, reflects the Company's expected full year tax rate on reported operating earnings from continuing operations before income tax of approximately 32 percent.  First quarter 2008 effective tax rate reflects an $8 million benefit from the reversal of a U.S. capital loss valuation allowance associated with the sale of businesses and a $6 million benefit from the settlement of a non-U.S. income tax audit.

The Company or one of its subsidiaries files tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions.  With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2003.  It is reasonably possible that within the next 12 months the Company will recognize approximately $3 million of unrecognized tax benefits as a result of the expiration of the relevant statute of limitations.
 
 
8

 
 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 
BORROWINGS
   
March 31,
 
December 31,
(Dollars in millions)
 
2009
 
2008
         
Borrowings consisted of:
       
7% notes due 2012
$
153
$
154
6.30% notes due 2018
 
207
 
207
7 1/4% debentures due 2024
 
497
 
497
7 5/8% debentures due 2024
 
200
 
200
7.60% debentures due 2027
 
298
 
298
Credit facility borrowings
 
80
 
84
Other
 
15
 
15
Total borrowings
 
1,450
 
1,455
Borrowings due within one year
 
(13)
 
(13)
Long-term borrowings
$
1,437
$
1,442

At March 31, 2009, the Company had credit facilities with various U.S. and foreign banks totaling approximately $800 million.  These credit facilities consist of a $700 million revolving credit facility (the "Credit Facility"), as well as a 60 million euro credit facility ("Euro Facility").  The Credit Facility has two tranches, with $125 million expiring in 2012 and $575 million expiring in 2013.  The Euro Facility expires in 2012.  Borrowings under these credit facilities are subject to interest at varying spreads above quoted market rates.  The Credit Facility requires a facility fee on the total commitment.  In addition, these credit facilities contain a number of customary covenants and events of default, including the maintenance of certain financial ratios.  The Company was in compliance with all such covenants for all periods presented.  At March 31, 2009, the Company's credit facility borrowings totaled $80 million at an effective interest rate of 1.90 percent.  At December 31, 2008, the Company's credit facility borrowings totaled $84 million at an effective interest rate of 3.74 percent.

The Credit Facility provides liquidity support for commercial paper borrowings and general corporate purposes.  Accordingly, any outstanding commercial paper borrowings reduce borrowings available under the Credit Facility.  Given the expiration dates of the Credit Facility, any commercial paper borrowings supported by the Credit Facility are classified as long-term borrowings because the Company has the ability and intent to refinance such borrowings on a long-term basis.

ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES, NET

In first quarter 2009, restructuring charges totaled $26 million primarily for severance charges resulting from the announced reduction in force of approximately 300 employees.

In first quarter 2008, asset impairments and restructuring charges totaled $17 million primarily for severance and pension charges in the Performance Chemicals and Intermediates ("PCI") segment resulting from the decision to close a previously impaired site in the United Kingdom.


 

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Changes in Reserves for Asset Impairments, Restructuring Charges, and Severance Charges

The following table summarizes the beginning reserves, charges to and changes in estimates to the reserves as described above, and the cash and non-cash reductions to the reserves attributable to asset impairments and the cash payments for severance and site closure costs for full year 2008 and first quarter 2009:
 
 
(Dollars in millions)
 
Balance at
January 1, 2008
 
Provision/ Adjustments
 
Non-cash Reductions
 
Cash Reductions
 
Balance at
December 31, 2008
                     
Non-cash charges
$
--
$
2
$
(2)
$
--
$
--
Severance costs
 
7
 
10
 
--
 
(12)
 
5
Site closure and other  restructuring costs
 
11
 
34
 
--
 
(20)
 
25
Total
$
18
$
46
$
(2)
$
(32)
$
30
                     
   
Balance at
January 1, 2009
 
Provision/ Adjustments
 
Non-cash Reductions
 
Cash Reductions
 
Balance at
March 31, 2009
                     
Non-cash charges
$
--
$
--
$
--
$
--
$
--
Severance costs
 
5
 
27
 
--
 
(2)
 
30
Site closure and other  restructuring costs
 
25
 
(1)
 
--
 
1
 
25
Total
$
30
$
  26
$
--
$
(1)
$
55

A majority of all severance and site closure costs is expected to be applied to the reserves within one year.
 
8.  
RETIREMENT PLANS

DEFINED BENFIT PENSION PLANS

Eastman maintains defined benefit pension plans that provide eligible employees hired prior to January 1, 2007, with retirement benefits.  Costs recognized for these benefits are recorded using estimated amounts, which may change as actual costs derived for the year are determined.
 
Below is a summary of the components of net periodic benefit cost recognized for Eastman's significant defined benefit pension plans:
 
Summary of Components of Net Periodic Benefit Costs
   
   
First Quarter
(Dollars in millions)
 
2009
 
2008
         
Service cost
$
11
$
12
Interest cost
 
21
 
21
Expected return on assets
 
(24)
 
(26)
Curtailment charge
 
--
 
9
Amortization of:
       
Prior service credit
 
(4)
 
(3)
Actuarial loss
 
7
 
6
Net periodic benefit cost
$
  11
$
  19

The curtailment charge in first quarter 2008 is primarily related to the decision to close a previously impaired site in the United Kingdom.


10 
 

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


POSTRETIREMENT WELFARE PLANS

Eastman provides a subsidy toward life insurance and health care and dental benefits for eligible retirees hired prior to January 1, 2007, and a subsidy toward health care benefits for retirees' eligible survivors.  In general, Eastman provides those benefits to retirees eligible under the Company's U.S. plans.  Similar benefits are also made available to retirees of Holston Defense Corporation, a wholly-owned subsidiary of the Company that, prior to January 1, 1999, operated a government-owned ammunitions plant.

Employees hired on or after January 1, 2007 will have access to postretirement health care benefits only; Eastman will not provide a subsidy toward the premium cost of postretirement benefits for those employees.

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.

Costs recognized for benefits for eligible retirees hired prior to January 1, 2007 are recorded using estimated amounts, which may change as actual costs derived for the year are determined.  Below is a summary of the components of net periodic benefit cost recognized for the Company's U.S. plans:

Summary of Components of Net Periodic Benefit Costs
   
   
First Quarter
(Dollars in millions)
 
2009
 
2008
         
Service cost
$
2
$
2
Interest cost
 
11
 
11
Expected return on assets
 
(1)
 
(1)
Amortization of:
       
Prior service credit
 
(6)
 
(6)
Actuarial loss
 
3
 
2
Net periodic benefit cost
$
   9
$
   8

9.  
ENVIRONMENTAL MATTERS

Certain Eastman manufacturing sites generate hazardous and nonhazardous wastes, the treatment, storage, transportation, and disposal of which are regulated by various governmental agencies.  In connection with the cleanup of various hazardous waste sites, the Company, along with many other entities, has been designated a potentially responsible party ("PRP") by the U.S. Environmental Protection Agency under the Comprehensive Environmental Response, Compensation and Liability Act, which potentially subjects PRPs to joint and several liability for such cleanup costs.  In addition, the Company will be required to incur costs for environmental remediation and closure and postclosure under the federal Resource Conservation and Recovery Act.  Reserves for environmental contingencies have been established in accordance with Eastman's policies described in Note 1, "Significant Accounting Policies", to the consolidated financial statements in Part II, Item 8 of the Company's 2008 Annual Report on Form 10-K.  Because of expected sharing of costs, the availability of legal defenses, and the Company's preliminary assessment of actions that may be required, 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.  The Company's reserve for environmental contingencies was $41 million at both March 31, 2009 and December 31, 2008, representing the minimum or best estimate for remediation costs and the best estimate accrued to date over the facilities' estimated useful lives for asset retirement obligation costs.  Estimated future environmental expenditures for remediation costs range from the minimum or best estimate of $11 million to the maximum of $23 million at March 31, 2009, and $11 million to the maximum of $21 million at December 31, 2008.


11 
 

 
 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


COMMITMENTS

Purchasing Obligations and Lease Commitments

At March 31, 2009, the Company had various purchase obligations totaling approximately $1.5 billion over a period of approximately 15 years for materials, supplies, and energy incident to the ordinary conduct of business.  The Company also had various lease commitments for property and equipment under cancelable, noncancelable, and month-to-month operating leases totaling $109 million over a period of several years.  Of the total lease commitments, approximately 15 percent relate to machinery and equipment, including computer and communications equipment and production equipment; approximately 40 percent relate to real property, including office space, storage facilities and land; and approximately 45 percent relate to vehicles, primarily railcars.

Accounts Receivable Securitization Program

In 1999, the Company entered into an agreement that allows the Company to sell certain trade receivables on a non-recourse basis to a consolidated special purpose entity which in turn may sell interests in those receivables to a third party purchaser which generally funds its purchases via the issuance of commercial paper backed by the receivables interests.  The agreement permits the sale of undivided interests in domestic trade accounts receivable.  The assets of the special purpose entity are not available to satisfy the Company's general obligations.  Receivables sold to the third party totaled $200 million at March 31, 2009 and December 31, 2008.  Undivided interests in designated receivable pools were sold to the purchaser with recourse limited to the purchased interest in the receivable pools.  Average monthly proceeds from collections reinvested in the continuous sale program were approximately $211 million and $328 million in first quarter 2009 and 2008, respectively.

Guarantees

Financial Accounting Standards Board, ("FASB") Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", clarifies the requirements of SFAS No. 5, "Accounting for Contingencies," relating to the guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees.  If certain operating leases are terminated by the Company, it guarantees a portion of the residual value loss, if any, incurred by the lessors in disposing of the related assets.  Under these operating leases, the residual value guarantees at March 31, 2009 totaled $152 million and consisted primarily of leases for railcars, aircraft, and other equipment.  Leases with guarantee amounts totaling $2 million, $11 million, and $139 million will expire in 2009, 2011, and 2012, respectively.  The Company believes, based on current facts and circumstances, that the likelihood of a material payment pursuant to such guarantees is remote.

Variable Interest Entities

The Company has evaluated its material contractual relationships and has concluded that the entities involved in these relationships are not Variable Interest Entities ("VIEs") or, in the case of Primester, a joint venture that manufactures cellulose acetate at the Company's Kingsport, Tennessee plant, the Company is not the primary beneficiary of the VIE.  As such, in accordance with FASB Interpretation Number 46, "Consolidation of Variable Interest Entities", the Company is not required to consolidate these entities.  In addition, the Company has evaluated long-term purchase obligations with an entity that may be a VIE at March 31, 2009.  This potential VIE is a joint venture from which the Company has purchased raw materials and utilities for several years.  The Company purchased approximately $50 million of raw materials and utilities during 2008 and expects to purchase approximately $35 million in 2009.  The Company has no equity interest in this entity and has confirmed that one party to this joint venture does consolidate the potential VIE.  However, due to competitive and other reasons, the Company has not been able to obtain the necessary financial information to determine whether the entity is a VIE, and whether or not the Company is the primary beneficiary.


12 
 

 
 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements

The Company adopted SFAS No. 157, "Fair Value Measurements," ("SFAS No. 157") on January 1, 2008.  The standard establishes a valuation hierarchy for disclosure of the inputs to the valuation used to measure fair value of certain assets and liabilities.  This hierarchy prioritizes the inputs into 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.  A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following chart shows the financial instruments valued on a recurring basis.

(Dollars in millions)
 
Fair Value Measurements at March 31, 2009
Description
 
March 31, 2009
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Derivative Assets
$
24
$
--
$
24
$
--
Derivative Liabilities
 
--
 
--
 
--
 
--
 
$
  24
$
   --
$
  24
$
   --

Hedging Programs

The Company is exposed to market risk, such as changes in currency exchange rates, raw material and energy costs and interest rates.  The Company uses various derivative financial instruments pursuant to the Company's hedging policies to mitigate these market risk factors and their effect on the cash flows of the underlying transactions.  Designation is performed on a specific exposure basis to support hedge accounting.  The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the cash flows of the underlying exposures being hedged.  The Company does not hold or issue derivative financial instruments for trading purposes.  For further information, see Note 10, "Fair Value of Financial Instruments", to the consolidated financial statements in Part II, Item 8 of the Company's 2008 Annual Report on Form 10-K.

Fair Value Hedges
Fair value hedges are defined by SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133") 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.  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.  
 
As of March 31, 2009, the Company had no active fair value hedges.


13 
 

 
 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Cash Flow Hedges
Cash flow hedges are defined by SFAS No. 133 as derivative instruments designated as and used to hedge the exposure to variability in expected future cash flows that is attributable to a particular risk.  For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income, net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  Gains and losses on the derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

As of March 31, 2009, the total notional amount of the Company's foreign exchange forward and option contracts was $24 million.  As of March 31, 2009, the Company had no hedges for energy or feedstock.
 
Fair Value of Derivatives Designated as Hedging Instruments

 (Dollars in millions)
 
March 31, 2009
Asset Derivatives
 
Balance Sheet Location
 
Fair Value
Foreign exchange contracts
 
Other current assets
 
16
Foreign exchange contracts
 
Other noncurrent assets
 
 8
       
24

(Dollars in millions)
 
March 31, 2009
Liability Derivatives
 
Balance Sheet Location
 
Fair Value
Commodity  contract
 
Payables and other current liabilities
 
--
Foreign exchange contracts
 
Payables and other current liabilities
 
--
       
--
 
 
 Derivatives Cash Flow Hedging Relationships

(Dollars in millions)
           
Derivatives Cash Flow Hedging Relationships
 
Amount after tax of gain/ (loss) recognized in Other Comprehensive Income on derivatives (effective portion)
 
Location of gain/(loss) reclassified from Accumulated Other Comprehensive Income into income (effective portion)
 
Pre-tax amount of gain/(loss) reclassified from Accumulated Other Comprehensive Income into income (effective portion)
 
March 31, 2009
   
March 31, 2009
Commodity  contract
 
3
 
Cost of sales
 
(6)
Foreign exchange contracts
 
6
 
Sales
 
8
   
9
     
2

For the quarter ended March 31, 2009, there was no ineffectiveness with regard to the Company's cash flow hedges.

Nondesignated / Nonqualifying Derivative Instruments
The gains or losses on nonqualifying derivatives or derivatives that are not designated as hedges are marked to market in other income and charges.  The Company recognized a $2 million net gain on nonqualifying derivatives during the quarter ended March 31, 2009.

 
14

 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

12.  
STOCKHOLDERS' EQUITY

A reconciliation of the changes in stockholders' equity for first three months 2009 is provided below:

(Dollars in millions)
Common Stock at Par Value
$
Paid-in Capital
$
Retained Earnings
$
Accumulated Other Comprehensive Income (Loss)
$
Treasury Stock at Cost
$
Total Stockholders' Equity
$
Balance at December 31, 2008
1
638
2,563
(335)
(1,314)
1,553
             
Net Earnings
 --
 --
2
 --
 --
2
Cash Dividends Declared (1)
 --
 --
(32)
 --
 --
(32)
Other Comprehensive Income
 --
 --
 --
(1)
 --
(1)
Stock-Based Compensation Expense (2)
 --
3
 --
 --
 --
3
Other (3)
--
(2)
--
--
--
(2)
Balance at March 31, 2009
 1
639
2,533
(336)
 (1,314)
 1,523

(1)  Cash dividends declared, but unpaid.
(2)   The fair value of equity share-based awards recognized under SFAS No. 123 Revised December 2004, "Share-Based Payment".
(3)   The tax benefits relating to the difference between the amounts deductible for federal income taxes over the amounts charged to income for book value purposes have been credited to paid-in capital.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
 
 
 
 
 
(Dollars in millions)
 
Cumulative Translation Adjustment
$
Unrecognized Loss and Prior Service Cost
$
Unrealized Gains (Losses) on Cash Flow Hedges
$
 
Unrealized Losses on Investments
$
Accumulated Other Comprehensive Income (Loss)
$
Balance at December 31, 2007
157
(182)
(3)
--
(28)
Period change
(97)
(232)
23
(1)
(307)
Balance at December 31, 2008
60
(414)
20
(1)
(335)
Period change
(10)
--
9
--
(1)
Balance at March 31, 2009
50
(414)
29
(1)
(336)

Amounts of other comprehensive income (loss) are presented net of applicable taxes.  The Company records deferred income taxes on the cumulative translation adjustment related to branch operations and other entities included in the Company's consolidated U.S. tax return.  No deferred income taxes are provided on the cumulative translation adjustment of subsidiaries outside the United States, as such cumulative translation adjustment is considered to be a component of permanently invested, unremitted earnings of these foreign subsidiaries.

15 
 

 
 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
EARNINGS AND DIVIDENDS PER SHARE

 
First Quarter
 
2009
 
2008
       
Shares used for earnings per share calculation (in millions):
     
Basic
72.5
 
78.2
Diluted
72.9
 
79.2

In first quarter 2009 and 2008, common shares underlying options to purchase 4,181,434 shares of common stock and 642,484 shares of common stock, respectively, were excluded from the computation of diluted earnings per share, because the total market value of option exercises for these awards was less than the total proceeds that would be received for these awards.  First quarter 2008 reflects the impact of share repurchases of approximately 3.8 million and first quarter 2009 reflects additional share repurchases of approximately 4.3 million through the remainder of 2008.  There were no repurchases in first quarter 2009.
 
The Company declared cash dividends of $0.44 per share in first quarter 2009 and 2008.
 
SHARE-BASED COMPENSATION AWARDS

The Company utilizes share-based awards under employee and non-employee director compensation programs.  These share-based awards may include restricted and unrestricted stock, restricted stock units, stock options and performance shares.  In first quarter 2009 and 2008, approximately $4 million and $8 million, respectively, of compensation expense before tax were recognized in selling, general and administrative expense in the earnings statement for all share-based awards.  The impact on first quarter 2009 and 2008 net earnings of $3 million and $5 million, respectively, is net of deferred tax expense related to share-based award compensation for each period.

Additional information regarding share-based compensation plans and awards may be found in Note 16, "Share-Based Compensation Plans and Awards", to the consolidated financial statements in Part II, Item 8 of the Company's 2008 Annual Report on Form 10-K.

 SEGMENT INFORMATION

The Company's products and operations are managed and reported in five reportable operating segments, consisting of the Coatings, Adhesives, Specialty Polymers, and Inks ("CASPI") segment, the Fibers segment, the PCI segment, the Performance Polymers segment, and the Specialty Plastics ("SP") segment.  For additional information concerning the Company's segments' businesses and products, see Note 23, "Segment Information", to the consolidated financial statements in Part II, Item 8 of the Company's 2008 Annual Report on Form 10-K.

Research and development and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown in the tables below as "other" operating losses.

   
First Quarter
(Dollars in millions)
 
2009
 
2008
Sales by Segment
       
CASPI
$
250
$
389
Fibers
 
259
 
254
PCI
 
286
 
556
Performance Polymers
 
177
 
304
SP
 
157
 
224
Total Sales
$
1,129
$
1,727


16 
 

 
 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



   
First Quarter
(Dollars in millions)
 
2009
 
2008
         
Operating Earnings (Loss)
       
CASPI (1)
$
14
$
59
Fibers (1)
 
69
 
68
PCI (1)(2)
 
(3)
 
44
Performance Polymers (1)(3)
 
(25)
 
(6)
SP (1)
 
(18)
 
17
Total Operating Earnings by Segment
 
  37
 
 182
Other
 
(12)
 
(14)
         
Total Operating Earnings
$
  25
$
 168

(1)  
 First quarter 2009 includes a restructuring charge primarily for a severance program of $7 million, $4 million, $6 million, $4 million, and $5 million in the CASPI, Fibers, PCI, Performance Polymers, and SP segments, respectively.
(2)  
 Includes $16 million in first quarter 2008 of asset impairments and restructuring charges primarily related to severance and pension costs from the decision to close a previously impaired site in the United Kingdom and $1 million in first quarter 2008 of accelerated depreciation costs resulting from the previously reported shutdown of cracking units at the Company's Longview, Texas facility.
(3)  
 Includes $1 million in first quarter 2008 of asset impairments and restructuring charges, net related to restructuring at the South Carolina facility using IntegRexTM technology and $1 million in first quarter 2008 of accelerated depreciation costs resulting from restructing actions associated with certain assets in Columbia, South Carolina.


   
March 31,
 
December 31,
(Dollars in millions)
 
2009
 
2008
         
Assets by Segment (1)
       
CASPI
$
1,141
$
1,160
Fibers
 
753
 
758
PCI
 
795
 
844
Performance Polymers
 
549
 
606
SP
 
878
 
828
Total Assets by Segment
 
4,116
 
4,196
Corporate Assets
 
1,081
 
1,085
         
Total Assets
$
5,197
$
5,281

(1)  
Assets managed by segment are accounts receivable, inventory, fixed assets, and goodwill.

LEGAL MATTERS

From time to time, the Company 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 being 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.  However, adverse developments could negatively impact earnings or cash flows in a particular future period.

17 
 

 

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



17.  
RECENTLY ISSUED ACCOUNTING STANDARDS

Effective first quarter 2008, the Company adopted SFAS No. 157, except as it applies to nonfinancial assets and nonfinancial liabilities addressed in FASB Staff Position ("FSP") FAS 157-2, "Effective Date of FASB Statement No. 157".  The Company adopted the provisions of SFAS No. 157 with regard to nonfinancial assets and nonfinancial liabilities in the first quarter of 2009 with no impact upon adoption.

In April 2009, the FASB issued FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"), to address challenges in estimating fair value when the volume and level of activity for an asset or liability have significantly decreased.  This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.  This FSP is effective for interim and annual reporting periods ending after June 15, 2009.  The Company has concluded that FSP FAS 157-4 will not have an impact on the Company's consolidated financial statements upon adoption.

In April 2009, the FASB issued FSP FAS 115-2 and 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP FAS 115-2 and 124-2").  This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements.  This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  This FSP is effective for interim and annual reporting periods ending after June 15, 2009.  The Company has concluded that FSP FAS 115-2 and 124-2 will not have an impact on the Company's disclosures upon adoption.

In April 2009, the FASB issued FSP FAS 107-1 and ABP 28-1, "Interim Disclosure about Fair Value of Financial Instruments" ("FSP FAS 107-1 and ABP 28-1").  This FSP amends FASB Statement No. 107, "Disclosures about Fair Value of Financial Instruments, " to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  This FSP also amends APB Opinion No. 28, "Interim Financial Reporting," to require those disclosures in summarized financial information at interim reporting periods.  This FSP is effective for interim reporting periods ending after June 15, 2009.  The Company has concluded that FSP FAS 107-1 and ABP 28-1 will not have a material impact on the Company’s consolidated financial statements upon adoption.

In December 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").  This FSP amends FASB Statement No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits," to provide guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan.  This FSP is effective for fiscal years ending after December 15, 2009.  The Company is currently evaluating the effect FSP FAS 132(R)-1 will have on its disclosures.




18 
 

 


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

ITEM
Page
   
20
   
20
   
21
   
22
   
25
   
30
   
31
   
34
   
35
   
36
   

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Eastman Chemical Company's (the "Company" or "Eastman") audited consolidated financial statements, including related notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 2008 Annual Report on Form 10-K, and the Company's unaudited consolidated financial statements, including related notes, included elsewhere in this report.  All references to earnings per share contained in this report are diluted earnings per share unless otherwise noted.

As described below in "Presentation of Non-GAAP Financial Measures", the Company sold its polyethylene terephthalate ("PET") manufacturing facility in Spain in the second quarter 2007 and sold its PET polymers and purified terephthalic acid ("PTA") manufacturing facilities in the Netherlands and its PET manufacturing facility in the United Kingdom and the related businesses in first quarter 2008.  Because the Company has exited the PET business in the European region, results from sales of PET products manufactured at the Spain, the Netherlands, and the United Kingdom sites, including impairments and restructuring charges of those operations, and gains and losses from disposal of those assets and businesses, are presented as discontinued operations for all periods presented and are therefore not included in results from continuing operations under generally accepted accounting principles ("GAAP").  For additional information, see Note 2, "Discontinued Operations", to the Company's unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.


19 
 

 

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, the Company's management must make decisions which impact the reported amounts and the related disclosures.  Such decisions include the selection of the appropriate accounting principles to be applied and assumptions on which to base estimates and judgments that affect the reported amounts of assets, liabilities, sales revenue and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, the Company evaluates its estimates, including those related to allowances for doubtful accounts, impairment of long-lived assets, environmental costs, pension and other post-employment benefits, litigation and contingent liabilities, and income taxes.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  The Company's management believes the critical accounting estimates listed and described in Part II, Item 7 of the Company's 2008 Annual Report on Form 10-K are the most important to the fair presentation of the Company's financial condition and results.  These estimates require management's most significant judgments in the preparation of the Company's consolidated financial statements.

PRESENTATION OF NON-GAAP FINANCIAL MEASURES

In first quarter 2009, the Company announced that it was taking additional actions to further reduce costs in response to the ongoing global economic recession.  These actions included a reduction in force of approximately 300 employees that resulted in a restructuring charge of $26 million in the quarter.

During 2007 and 2008, the Company took strategic actions in its Performance Polymers segment to address its underperforming PET manufacturing facilities outside the United States.  In second quarter 2007, the Company completed the sale of its PET manufacturing facility in Spain and in first quarter 2008, the Company completed the sale of its PET polymers and PTA manufacturing facilities in the Netherlands and the PET manufacturing facility in the United Kingdom and related businesses.  Results from, charges related to, and gains and losses from disposal of the Spain, the Netherlands, and the United Kingdom assets and businesses are presented as discontinued operations.  In fourth quarter 2007, the Company completed the sale of its Mexico and Argentina manufacturing facilities.  As part of this divestiture, the Company entered into transition supply agreements for polymer intermediates from which sales revenue and operating results are included in the Performance Polymers segment results in 2008.

In fourth quarter 2006, the Company sold its polyethylene ("PE") and EpoleneTM polymer businesses and related assets of the Performance Polymers and the Coatings, Adhesives, Specialty Polymers, and Inks ("CASPI") segments.  As part of the PE divestiture, the Company entered into a transition supply agreement for contract ethylene sales, from which sales revenue and operating results are included in the Performance Chemicals and Intermediates ("PCI") segment results in 2009 and 2008.

Also in fourth quarter 2006, the Company made strategic decisions relating to the scheduled shutdown of cracking units in Longview, Texas and a planned shutdown of higher cost PET assets in Columbia, South Carolina.  Accelerated depreciation costs resulting from these decisions were $2 million in first quarter 2008.  For more information on accelerated depreciation costs, see "Gross Profit" in the "Results of Operations" section of this Management's Discussion and Analysis.

This Management's Discussion and Analysis includes the following non-GAAP financial measures and accompanying reconciliations to the most directly comparable GAAP financial measures.  The non-GAAP financial measures used by the Company may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP.
·  
Company and segment sales excluding contract ethylene sales under a transition agreement related to the divestiture of the PE product lines;
·  
Company and segment sales excluding contract polymer intermediates sales under a transition supply agreement related to the divestiture of the PET manufacturing facilities and related businesses in Mexico and Argentina;
·  
Company and segment gross profit, operating earnings and earnings from continuing operations excluding accelerated depreciation costs and asset impairments and restructuring charges; and
·  
Company earnings from continuing operations excluding net deferred tax benefits related to the previous divestiture of businesses.
 
 
20

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
Eastman's management believes that contract ethylene sales under the transition agreement related to the divestiture of the PE product lines and the contract polymer intermediates sales under the transition supply agreement related to the divestiture of the PET manufacturing facilities and related businesses in Mexico and Argentina do not reflect the continuing and expected future business of the PCI and Performance Polymers segments or of the Company.  In addition, for evaluation and analysis of ongoing business results and of the impact on the Company and segments of strategic decisions and actions to reduce costs and to improve the profitability of the Company, management believes that Company and segment earnings from continuing operations should be considered both with and without accelerated depreciation costs, asset impairments and restructuring charges, and deferred tax benefits related to the previous divestiture of businesses.  Management believes that investors can better evaluate and analyze historical and future business trends if they also consider the reported Company and segment results, respectively, without the identified items.  Management utilizes Company and segment results including and excluding the identified items in the measures it uses to evaluate business performance and in determining certain performance-based compensation.  These measures, excluding the identified items, are not recognized in accordance with GAAP and should not be viewed as alternatives to the GAAP measures of performance.

OVERVIEW

The Company generated sales revenue of $1.1 billion and $1.7 billion for first quarter 2009 and first quarter 2008, respectively.  Excluding the results of contract ethylene sales and contract polymer intermediates sales, sales revenue decreased by 30 percent.  The sales revenue decrease was due to lower sales volume primarily attributed to the global recession and decreased selling prices in response to lower raw material and energy costs.

Operating earnings were $25 million in first quarter 2009 compared with $168 million in first quarter 2008.  Operating earnings in first quarter 2009 were negatively impacted by a $26 million restructuring charge for a reduction in force.  Operating earnings in first quarter 2008 were negatively impacted by $17 million in asset impairments and restructuring charges and $2 million of accelerated depreciation costs, primarily as a result of strategic actions in the Performance Polymers and PCI segments.  Excluding these items, operating earnings were $51 million in first quarter 2009 compared with $187 million in first quarter 2008.  Eastman's reduced but positive earnings reflect unprecedented weakness in demand for the Company’s products attributed to the global recession.  This weakness in demand caused lower sales volume and continued low capacity utilization which resulted in higher unit costs.  In addition, lower selling prices were offset by lower raw material and energy costs.  Operating earnings benefited from recently implemented cost reduction actions which will positively impact results throughout the year.
 
Earnings from continuing operations were $2 million for first quarter 2009 compared to $115 million for first quarter 2008.  Excluding accelerated depreciation costs, asset impairments and restructuring charges, and net deferred tax benefits, earnings from continuing operations were $18 million and $117 million for first quarter 2009 and first quarter 2008, respectively.

The Company generated $82 million in cash from operating activities during first quarter 2009 compared to $53 million used in operating activities in first quarter 2008.  The improvement was primarily due to a decrease in working capital, particularly inventories, more than offsetting significantly lower net earnings.  The Company expects to generate positive free cash flow (operating cash flow less capital expenditures and dividends) in 2009, including approximately $100 million in cash from working capital, assuming continued difficult economic conditions and raw material and energy costs similar to current levels.

The Company believes that cash balances, cash flows from operations, and external sources of liquidity will be available and sufficient to meet foreseeable cash flow requirements.  The Company believes the combination of cash from operations, manageable leverage, and committed external sources of liquidity provides a solid financial foundation that positions it well in the current volatile economic and financial environments. 


21 
 

 

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


RESULTS OF OPERATIONS
 
 
 
First Quarter
   
Volume Effect
 
Price Effect
 
Product
Mix Effect
 
Exchange
Rate Effect
(Dollars in millions)
2009
 
2008
 
Change
 
                           
Sales
$
1,129
$
1,727
 
(35) %
 
(25) %
 
(9) %
 
(1) %
 
--  %
                             
Sales - contract polymer intermediates sales (1)
 
--
 
56
                   
Sales - contract ethylene sales (2)
 
17
 
92
                   
Sales – excluding listed items
$
1,112
$
1,579
 
(30) %
 
(19) %
 
(9) %
 
(2) %
 
-- %
                             
 (1)
Included in first quarter 2008 sales revenue are contract polymer intermediates sales under the transition supply agreement related to the divestiture of the PET manufacturing facilities and related businesses in Mexico and Argentina in fourth quarter 2007.
 (2)
 Included in first quarter 2009 and 2008 sales revenue are contract ethylene sales under the transition supply agreement related to the divestiture of the PE businesses.

Sales revenue in first quarter 2009 compared to first quarter 2008 decreased $598 million.  Excluding revenue from the contract ethylene and polymer intermediates sales, sales revenues decreased $467 million primarily due to lower sales volume in all segments except Performance Polymers and lower selling prices principally in the PCI and Performance Polymers segments.  The lower sales volume was primarily attributed to weakened demand due to the global recession.
 
 
First Quarter
 
(Dollars in millions)
2009
 
2008
 
Change
           
Gross Profit
$
179
$
337
 
(47) %
As a percentage of sales
 
16 %
 
20 %
   
             
Accelerated depreciation costs included in cost of goods sold
 
--
 
2
   
             
Gross Profit excluding accelerated depreciation costs
$
179
$
339
 
(47) %
As a percentage of sales
 
16 %
 
  20 %
   

Gross profit and gross profit as a percentage of sales for first quarter 2009 decreased compared to first quarter 2008 in all segments except Fibers due to unprecedented weakness in demand for the Company's products attributed to the global recession.  This weak demand caused lower sales volume and continued low capacity utilization which resulted in higher unit costs.  During second quarter 2009, the Company expects to complete maintenance and capital projects for its largest cracking unit as the last step in the reconfiguration of its Longview, Texas facility.  Costs related to these actions will impact the PCI and CASPI segments.  First quarter 2008 included accelerated depreciation costs of $2 million resulting from the previously reported shutdown of the cracking units in Longview, Texas and of higher cost PET polymer assets in Columbia, South Carolina.
 
The Company's first quarter 2009 raw material and energy costs decreased approximately $150 million compared with first quarter 2008.

 
22 
 


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

 
 
First Quarter
   
(Dollars in millions)
2009
 
2008
 
Change
           
Selling, General and Administrative Expenses
$
94
$
110
 
(15) %
Research and Development Expenses ("R&D")
 
34
 
42
 
(19) %
 
$
128
$
152
 
(16) %
As a percentage of sales
 
11 %
 
9 %
   

Selling, general and administrative expenses for first quarter 2009 decreased compared to first quarter 2008 primarily due to lower compensation expense and lower discretionary spending related to corporate cost reduction efforts.

R&D expenses decreased $8 million in first quarter 2009 compared to first quarter 2008 primarily due to lower R&D expenses for corporate growth initiatives.

Asset Impairments and Restructuring Charges, Net

In first quarter 2009, a restructuring charge totaled $26 million for the previously announced reduction in force of approximately 300 employees.

In first quarter 2008, asset impairments and restructuring charges totaled $17 million, primarily for severance and pension charges in the PCI segment resulting from the decision to close a previously impaired site in the United Kingdom.

Operating Earnings
       
   
First Quarter
   
(Dollars in millions)
 
2009
 
2008
 
Change
             
Operating earnings
$
25
$
168
 
(85) %
Accelerated depreciation costs included in cost of goods sold
 
--
 
2
   
Asset impairments and restructuring charges, net
 
26
 
17
   
Operating earnings excluding accelerated depreciation costs and asset impairments and restructuring charges, net
$
  51
$
 187
 
(73) %

Interest Expense, Net
 
 
First Quarter
 
(Dollars in millions)
2009
 
2008
 
Change
           
Gross interest costs
$
24
$
26
   
Less:  Capitalized interest
 
3
 
1
   
Interest expense
 
21
 
25
 
(16) %
Interest income
 
2
 
9
   
Interest expense, net
$
19
$
16
 
19 %
           
Net interest expense increased $3 million.  Gross interest costs for first quarter 2009 were slightly lower compared to first quarter 2008 due to lower average interest rates and lower average borrowings.  Interest income for first quarter 2009 was lower compared to first quarter 2008 due to lower average cash balances and lower average interest rates.

For 2009, the Company expects net interest expense to increase compared with 2008 primarily due to lower interest income, driven by lower average invested cash balances and lower average interest rates.


23 
 

 

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


Other Charges (Income), Net

 
First Quarter
(Dollars in millions)
2009
 
2008
       
Foreign exchange transactions losses
$
--
$
2
Investment losses, net
 
3
 
1
Other, net
 
1
 
(4)
Other charges (income), net
$
4
$
(1)

Included in net other charges (income) are gains or losses on foreign exchange transactions, results from equity investments, gains on the sale of business venture investments, write-downs to fair value of certain technology business venture investments due to other than temporary declines in value, other non-operating income or charges related to Holston Defense Corporation, gains from the sale of non-operating assets, royalty income, certain litigation costs, fees on securitized receivables, other non-operating income, and other miscellaneous items.

Provision for Income Taxes
 
   
First Quarter
   
(Dollars in millions)
 
2009
 
2008
 
Change
             
Provision for income taxes
$
--
$
38
 
(100) %
Effective tax rate
 
N/A
 
25 %
   

First quarter 2009 effective tax rate, excluding discrete items, reflects the Company's expected full year tax rate on reported operating earnings from continuing operations before income tax of approximately 32 percent.  First quarter 2008 effective tax rate reflects an $8 million benefit from the reversal of a U.S. capital loss valuation allowance, a $3 million benefit from the settlement of a non-U.S. income tax audit from previously divested businesses, and a $3 million benefit from the settlement of a non-U.S. income tax audit.
 
Earnings from Continuing Operations
       
   
First Quarter
   
(Dollars in millions)
 
2009
 
2008
 
Change
             
Earnings from continuing operations
$
2
$
115
 
(98) %
Accelerated depreciation costs included in cost of goods sold, net of tax
 
--
 
1
   
Asset impairments and restructuring charges, net of tax
 
16
 
12
   
Net deferred tax benefits related to the previous divestiture of  businesses
 
--
 
(11)
   
Earnings from continuing operations excluding accelerated depreciation costs, net of tax, asset impairments and restructuring charges, net of tax, and net deferred tax benefits related to the previous divestiture of businesses
$
  18
$
 117
 
(85) %

Net Earnings
       
   
First Quarter
   
(Dollars in millions)
 
2009
 
2008
 
Change
             
Earnings from continuing operations
$
2
$
115
 
(98) %
Gain from disposal of discontinued operations, net of tax
 
--
 
18
   
Net earnings
$
   2
$
 133
 
(98) %


24 
 

 

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


The gain on disposal of discontinued operations, net of tax of $18 million for first quarter 2008 is from the sale of the Company's PET polymers and PTA production facilities in the Netherlands and its PET production facility in the United Kingdom and related businesses for approximately $329 million in first quarter 2008.  For additional information, see Note 2, "Discontinued Operations", to the Company's unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

SUMMARY BY OPERATING SEGMENT

The Company's products and operations are managed and reported in five reportable operating segments, consisting of the CASPI segment, the Fibers segment, the PCI segment, the Performance Polymers segment, and the Specialty Plastics ("SP") segment.  For additional information concerning the Company's operating businesses and products, see Note 23, "Segment Information", to the consolidated financial statements in Part II, Item 8 of the Company's 2008 Annual Report on Form 10-K.

R&D and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown in Note 15, "Segment Information", to the Company's unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, as "other" operating losses.

CASPI Segment
               
   
First Quarter
           
$
 
%
(Dollars in millions)
 
2009
 
2008
 
Change
 
Change
                 
Sales
$
250
$
389
$
(139)
 
(36) %
Volume effect
         
(123)
 
(32) %
Price effect
         
2
 
1 %
Product mix effect
         
(16)
 
(4) %
Exchange rate effect
         
(2)
 
(1) %
                 
                 
Operating earnings
 
14
 
59
 
(45)
 
(76) %
                 
Asset impairments and restructuring charges, net
 
7
 
--
 
7
   
                 
Operating earnings excluding asset impairments and restructuring charges, net
 
21
 
59
 
(38)
 
(64) %

Sales revenue decreased $139 million in first quarter 2009 compared to first quarter 2008 primarily due to lower sales volume and an unfavorable shift in product mix as customer destocking continued particularly for specialty products.  The lower sales volume was due to the sharp decline in customer demand in all regions attributed to the global recession, particularly for products sold into the automotive, building and construction, and packaging markets.

Excluding the segment’s portion of the severance charge for a reduction in force in first quarter 2009, operating earnings decreased $38 million for first quarter 2009 compared to first quarter 2008 due primarily to lower sales volume and lower capacity utilization causing higher unit costs and an unfavorable shift in product mix, partially offset by lower raw material and energy costs. 

 
 
25

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
 
 
Fibers Segment
               
 
First Quarter
           
$
 
%
(Dollars in millions)
 
2009
 
2008
 
Change
 
Change
                 
Sales
$
259
$
254
$
5
 
2 %
Volume effect
         
(25)
 
(10) %
Price effect
         
25
 
10 %
Product mix effect
         
5
 
2 %
Exchange rate effect
         
--
 
-- %
                 
                 
Operating earnings
 
69
 
68
 
1
 
1 %
                 
Asset impairments and restructuring charges, net
 
4
 
--
 
4
   
                 
Operating earnings excluding asset impairments and restructuring charges, net
 
73
 
68
 
5
 
7 %

Sales revenue increased $5 million in first quarter 2009 compared to first quarter 2008 primarily due to higher selling prices and a favorable shift in product mix partially offset by lower sales volume.  The higher selling prices were in response to higher raw material and energy costs. The lower sales volume was attributed to the impact of customer buying patterns for the acetyl chemicals products and the impact of the global recession on the acetate yarn products, partially offset by higher sales volume for acetate tow enabled by the capacity expansion of the Company's acetate tow plant in Workington, England, which was completed in fourth quarter 2008.

Excluding the segment's portion of the severance charge for a reduction in force in first quarter 2009, operating earnings increased $5 million for first quarter 2009 compared to first quarter 2008 primarily due to higher selling prices and a favorable shift in product mix partially offset by higher raw material and energy costs and lower sales volume.

In December 2008, the Company announced an alliance with SK Chemicals Company Ltd. ("SK") to form a company to acquire and operate a cellulose acetate tow manufacturing facility and related business, with the facility to be constructed by SK in Korea.  Eastman will have majority ownership and will operate the facility.  Construction began in first quarter 2009 and is expected to be completed during second quarter 2010.

  26
 

 

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



PCI Segment
               
 
First Quarter
           
$
 
%
(Dollars in millions)
 
2009
 
2008
 
Change
 
Change
                 
Sales
$
286
$
556
$
(270)
 
(49) %
Volume effect
         
(174)
 
(31) %
Price effect
         
(98)
 
(18) %
Product mix effect
         
2
 
-- %
Exchange rate effect
         
--
 
-- %
                 
Sales – contract ethylene sales
 
17
 
92
 
(75)
   
                 
Sales – excluding contract ethylene sales
 
269
 
464
 
(195)
 
(42) %
Volume effect
         
(99)
 
(21) %
Price effect
         
(91)
 
(20) %
Product mix effect
         
(4)
 
(1) %
Exchange rate effect
         
(1)
 
-- %
                 
                 
Operating (loss) earnings
 
(3)
 
44
 
(47)
 
>(100) %
                 
Accelerated depreciation costs included in cost of goods sold
 
--
 
1
 
(1)
   
                 
Asset impairments and restructuring charges, net
 
6
 
16
 
(10)
   
                 
Operating earnings excluding accelerated depreciation costs and asset impairments and restructuring charges, net
 
3
 
61
 
(58)
 
(95) %

Sales revenue decreased $270 million in first quarter 2009 compared to first quarter 2008.  Excluding contract ethylene sales under the transition agreement resulting from the divestiture of the Performance Polymers segment's PE business in fourth quarter 2006, sales revenue decreased $195 million due to lower sales volume and lower selling prices.  The lower sales volume was primarily in olefin-based derivatives and is attributed to the global recession.  The lower selling prices were a result of lower raw material and energy costs.

Excluding accelerated depreciation costs and asset impairments and restructuring charges operating earnings decreased $58 million, primarily due to lower sales volume, higher unit costs from lower capacity utilization, and lower selling prices, partially offset by lower raw material and energy costs.  A restructuring charge for first quarter 2009 consisted of the segment's portion of the severance charge for a reduction in force.  Asset impairments and restructuring charges for first quarter 2008 consisted primarily of severance and pension costs from the decision to close a previously impaired site in the United Kingdom.  The accelerated depreciation costs for 2008 are related to the continuation of the previously reported planned staged phase-out of older cracking units in 2007 at the Company's Longview, Texas facility.

 
27

 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
Performance Polymers Segment

The discussion below is of results from continuing operations in all periods presented.  For additional information, see Note 2, "Discontinued Operations", to the Company's unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
 
 
First Quarter
     
(Dollars in millions)
2009
 
2008
 
$
Change
 
%
Change
               
Sales
$
177
$
304
$
(127)
 
(42) %
Volume effect
         
(55)
 
(18) %
Price effect
         
(73)
 
(24) %
Product mix effect
         
1
 
-- %
Exchange rate effect
         
--
 
-- %
                 
Sales – contract polymer intermediates sales (1)
--
 
56
 
(56)
   
               
Sales – excluding contract polymer intermediates sales
177
 
248
 
(71)
 
(29) %
Volume effect
       
1
 
-- %
Price effect
       
(73)
 
(29) %
Product mix effect
       
1
 
-- %
Exchange rate effect
       
--
 
-- %
               
               
Operating loss (2)
(25)
 
(6)
 
(19)
 
>(100) %
               
Accelerated depreciation costs included in cost of goods sold
--
 
1
 
(1)
   
               
Asset impairments and restructuring charges, net
4
 
1
 
3
   
               
Operating loss excluding accelerated depreciation costs and asset impairments and restructuring charges, net
(21)
 
(4)
 
(17)
 
>(100) %
 
             
  (1)
Sales revenue for 2008 includes contract polymer intermediates sales under the transition supply agreement related to the divestiture of the PET manufacturing facilities and related businesses in Mexico and Argentina in fourth quarter 2007.
  (2)
Includes allocated costs in 2008 not included in discontinued operations, some of which may remain and could be reallocated to the remainder of the segment and other segments.

Excluding contract polymer intermediates sales to the buyer of the divested Mexico and Argentina facilities, sales revenue for first quarter 2009 decreased $71 million compared to first quarter 2008 due to lower selling prices.  The lower selling prices were primarily due to the steep decline in raw material and energy costs, particularly for paraxylene.   Sales volume excluding contract polymer intermediates sales was unchanged as increased volume from the Company’s IntegRex™ technology-based PET facility offset lower volume from the Company's conventional PET manufacturing assets which were significantly rationalized in first quarter 2008.  In addition, demand for PET weakened due to the global recession and lightweighting of water and other bottles.

28 
 


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


Excluding asset impairments and restructuring charges in both periods, and accelerated depreciation costs in first quarter 2008, operating results for first quarter 2009 decreased $17 million compared to first quarter 2008.  Operating results declined due to lower selling prices, partially offset by lower raw material and energy costs and lower polyester stream utilization which led to higher unit costs.  In addition, results were negatively impacted by the slower than expected start-up of the IntegRexTM-based PET manufacturing facility following the debottleneck completed in December 2008.  A restructuring charge in first quarter 2009 consisted of the segment's portion of the severance charge for a reduction in force.  Accelerated depreciation costs of $1 million in first quarter 2008 resulted from restructuring actions associated with higher cost PET polymer assets in Columbia, South Carolina.  Asset impairments and restructuring charges of $1 million in first quarter 2008 related to restructuring at the South Carolina facility using IntegRexTM technology.
 
SP Segment
               
 
First Quarter
           
$
 
%
(Dollars in millions)
 
2009
 
2008
 
Change
 
Change
                 
Sales
$
157
$
224
$
(67)
 
(30) %
Volume effect
         
(53)
 
(24) %
Price effect
         
(8)
 
(3) %
Product mix effect
         
(6)
 
(3) %
Exchange rate effect
         
--
 
-- %
                 
                 
Operating (loss) earnings
 
(18)
 
17
 
(35)
 
>(100) %
                 
Asset impairments and restructuring charges, net
 
5
 
--
 
5
   
                 
Operating (loss) earnings excluding asset impairments and restructuring charges, net
 
(13)
 
17
 
(30)
 
>(100) %

Sales revenue decreased $67 million in first quarter 2009 compared to first quarter 2008 primarily due to lower sales volume.  The decline in sales volume was attributed to the global recession which has weakened demand for plastic resins, including copolyester products sold into the packaging, consumer and durable goods markets, and for cellulosic plastics sold into the liquid crystal displays ("LCD") market.

Excluding the segment's portion of the severance charge for a reduction in force in first quarter 2009, operating results declined $30 million for first quarter 2009 compared to first quarter 2008 due to lower sales volume, lower capacity utilization causing higher unit costs, and an unfavorable shift in product mix with less cellulosic plastics sold into the LCD market, partially offset by lower raw material and energy costs.

The SP segment is progressing with the introduction of its new copolyester, Eastman TritanTM copolyester, including a new 30,000 metric ton TritanTM manufacturing facility expected to be online in 2010.

 

29

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


SUMMARY BY CUSTOMER LOCATION

   Sales Revenue
 
 
     First Quarter
                   
(Dollars in millions)
 
2009
 
2008
 
Change
 
Volume Effect
 
Price Effect
 
Product
Mix Effect
 
Exchange
Rate Effect
                             
United States and Canada
$
671
$
1,056
 
(36) %
 
(25) %
 
(13) %
 
2 %
 
-- %
Asia Pacific
 
210
 
275
 
(24) %
 
(20) %
 
(2) %
 
(2) %
 
-- %
Europe, Middle East, and Africa
 
178
 
254
 
(30) %
 
(15) %
 
2 %
 
(16) %
 
(1) %
Latin America
 
70
 
142
 
 (51) %
 
(54) %
 
(9) %
 
12 %
 
-- %
 
$
1,129
$
1,727
 
(35) %
 
(25) %
 
(9) %