EMN 10-K Annual Report Dec. 31, 2018 | Alphaminr
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EMN 10-K Fiscal year ended Dec. 31, 2018

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EASTMAN CHEMICAL CO
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 19, "segment Information"Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesNote 3, "properties and Accumulated Depreciation"Item 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesNote 14, "stockholders' Equity"Item 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 1, "significant Accounting Policies"Note 4, "goodwill and Other Intangible Assets"Note 12, "environmental Matters and Asset Retirement Obligations"Note 10, "retirement Plans"Note 7, "income Taxes"Note 8, "borrowings"Note 11, "commitments and Off Balance Sheet Arrangements"Note 9, "derivative and Non-derivative Financial Instruments"Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 22, "revenue Recognition"Note 15, "asset Impairments and Restructuring Charges, Net"Note 17, "share-based Compensation Plans and Awards"Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.01 Amended and Restated Certificate of Incorporation of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012) 3.02 Amended and Restated Bylaws of Eastman Chemical Company (incorporated herein by reference to Exhibit 3.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017) 4.03 Indenture, dated as of June 5, 2012, between Eastman Chemical Company and Wells Fargo Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 5, 2012) 4.09 Form of 4.5% Note due 2021 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 10, 2010) 4.10 Form of 3.6% Note due 2022 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated June 5, 2012) 4.11 Form of 4.8% Note due 2042 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K dated June 5, 2012) 4.12 Form of 4.65% Note due 2044 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 15, 2014) 4.13 Form of 2.70% Note due 2020 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated November 20, 2014) 4.14 Form of 3.80% Note due 2025 (incorporated herein by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014) 4.15 Form of 1.50% Note due 2023 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 26, 2016andExhibit 1.1 to the Company's Current Report on Form 8-K dated November 21, 2016) 4.16 Form of 1.875% Note due 2026 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated November 21, 2016) 4.17 Form of 3.5% Note due 2021 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated November 6, 2018) 4.18 Form of 4.5% Note due 2028 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated November 6, 2018) 10.01 Amended and Restated $250,000,000 Accounts Receivable Securitization Agreement dated July 9, 2008 (amended August 31, 2016 and April 2, 2018) between the Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent (incorporated herein by reference toExhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015,Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, andExhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018) 10.02 Amended and Restated Five-Year Credit Agreement dated as of October 25, 2018 among Eastman Chemical Company, the initial lenders named herein, and Citibank, N.A., as administrative agent, Citibank, N.A., JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporate, as joint lead arrangers (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-K for the quarter ended September 30, 2018) 10.03 Five-Year Senior Term Loan Credit Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 15, 2016) 10.04 Amended and Restated Non-Recourse Account Receivable Purchase Agreement dated December 21, 2012 (amended March 28, 2013, July 30, 2013, March 22, 2016, December 16, 2016 and December 28, 2017) between BNP Paribas Fortis Factor N.V. and Taminco US LLC (incorporated herein by reference toExhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, andExhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) 10.05 Amended and Restated Non-Recourse Accounts Receivable Purchase Agreement dated October 31, 2012 (amended March 28, 2013, May 23, 2013, July 30, 2013, December 10, 2013, January 7, 2014, March 22, 2016, December 16, 2016, and December 28, 2017) between BNP Paribas Fortis Factor N.V. and Taminco B.V.B.A. (initial agreement incorporated herein by reference to Exhibit 10.8 to Taminco Corporation Amendment No. 1 to Registration Statement on Form S-1, File No. 333-185244, filed with the SEC January 18, 2013andExhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,Exhibit 10.37 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, andExhibit 10.37 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) 10.06 Non-Recourse Accounts Receivable Purchase agreement dated April 25, 2014 (amended May 13, 2014, November 21, 2014, March 22, 2016, December 16, 2016, and December 28, 2017) between BNP Parisbas Fortis Factor N.V. and Taminco Finland Oy (incorporated herein by reference to Exhibit 10.03 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, andExhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) 10.07 Eastman Excess Retirement Income Plan (incorporated herein by reference to Exhibit 10.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008) ** 10.08 Form of Executive Change in Control Severance Agreements (incorporated herein by reference to Exhibit 10.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010) ** 10.09 Eastman Unfunded Retirement Income Plan (incorporated herein by reference to Exhibit 10.04 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008) ** 10.13 Amended and Restated Eastman Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014) ** 10.14 Amended and Restated Eastman Directors' Deferred Compensation Plan (incorporated herein by reference to 10.04 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016) ** 10.15 Eastman Unit Performance Plan as amended and restated effective December 5, 2012 (incorporated herein by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012) ** 10.16 Form of Indemnification Agreements with Directors and Executive Officers (incorporated herein by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003) ** 10.17 Forms of Award Notices for Stock Options Granted to Executive Officers under the 2007 Omnibus Long-Term Compensation Plan (incorporated herein by reference to Exhibit 10.08 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007,Exhibits 10.01and10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, andExhibits 10.01and10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)** 10.18 2007 Omnibus Long-Term Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007) ** 10.19 Forms of Performance Share Awards to Executive Officers (2016 2018 Performance Period) (incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015) ** 10.20 Forms of Performance Share Awards to Executive Officers (2017 2019 Performance Period) (incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016) ** 10.21 Forms of Performance Share Awards to Executive Officers (2018 2020 Performance Period) (incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)** 10.22* Forms of Performance Share Awards to Executive Officers (2019 2021 Performance Period) ** 10.23 UPP performance measures and goals, specific target objectives with respect to such performance goals, the method for computing the amount of the UPP award allocated to the award pool if the performance goals are attained, and the eligibility criteria for employee participation in the UPP, for the 2018 performance year (incorporated herein by reference to the Company's Current Report on Form 8-K dated December 6, 2017) ** 10.24 UPP performance measures and goals, specific target objectives with respect to such performance goals, the method for computing the amount of the UPP award allocated to the award pool if the performance goals are attained, and the eligibility criteria for employee participation in the UPP, for the 2019 performance year (incorporated herein by reference to the Company's Current Report on Form 8-K dated December 5, 2018) ** 10.26 2017 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A of the Company's 2017 Annual Meeting Proxy Statement dated March 23, 2017)** 10.27 2017 Director Stock Compensation Subplan of the 2017 Omnibus Stock Compensation Plan and Form of Restricted Stock Award Notice (incorporated herein by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)** 10.28* 2018 Director Stock Compensation Subplan of the 2017 Omnibus Stock Compensation Plan and form of Restricted Stock Award Notice** 10.29 Forms of Award Notices for Stock Options and Stock Appreciation Rights Granted to Executive Officers under the 2012 Omnibus Stock Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013,Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, andExhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016) ** 10.30 Form of Award Notice for Stock Options and Restricted Stock Unit Awards Granted to Executive Officers under the 2017 Omnibus Stock Compensation Plan (incorporated by reference toExhibit 10.31,Exhibit 10.33, andExhibit 10.34to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) ** 10.31 Eastman Chemical Company Executive Incentive Pay Clawback Policy (incorporated herein by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K dated February 3, 2015) ** 21.01* Subsidiaries of the Company 23.01* Consent of Independent Registered Public Accounting Firm 31.01* Rule 13a 14(a) Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 2018 31.02* Rule 13a 14(a) Certification by Curtis E. Espeland, Executive Vice President and Chief Financial Officer, for the year ended December 31, 2018 32.01* Section 1350 Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 2018 32.02* Section 1350 Certification by Curtis E. Espeland, Executive Vice President and Chief Financial Officer, for the year ended December 31, 2018 99.01* 2018 Company and Segment Revenue by End-Use Market 99.02* Product and Raw Material Information 99.03* Quarterly Non-GAAP Earnings (Loss) Before Interest and Taxes Reconciliations