EMN 10-K Annual Report Dec. 31, 2022 | Alphaminr

EMN 10-K Fiscal year ended Dec. 31, 2022

EASTMAN CHEMICAL CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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(incorporatedherein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated December1, 2022) 4.05 Form of 4.8% Note due 2042 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K dated June 5, 2012) 4.06 Form of 4.65% Note due 2044 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 15, 2014) 4.07 Form of 3.80% Note due 2025 (incorporated herein by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014) 4.08 Form of 1.50% Note due 2023 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 26, 2016andExhibit 1.1 to the Company's Current Report on Form 8-K dated November 21, 2016) 4.09 Form of 1.875% Note due 2026 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated November 21, 2016) 4.10 Form of 4.5% Note due 2028 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated November 6, 2018) 4.11 Description of Securities (incorporated herein by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019) 10.01 Second Amended and Restated Five-Year Credit Agreement dated as of December 3, 2021 among Eastman Chemical Company, the initial lenders named herein, and Citibank, N.A., as administrative agent, Citibank, N.A. and Mizuho Bank, LTD., as Co-Sustainability Structuring Agents, and Citibank, N.A., BOFA Securities, Inc., JPMorgan Chase Bank, N.A., and Mizuho Bank, LTD., as joint lead arrangers(incorporatedhereinby reference to Exhibit 10.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021) 10.02 Term Loan Agreement dated as of April 14, 2022 (incorporated herein by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) 10.03* Term Loan Agreement dated as of November 17, 2022 10.04* Non-Recourse Accounts Receivable Purchase Agreement dated October 1, 2019 and amendment dated September 28, 2022 between BNP Paribas Fortis Factor N.V. and Taminco US LLC 10.05* Non-Recourse Accounts Receivable Purchase Agreement dated May 31, 2020 and amendmentdatedSeptember 28, 2022 between BNP Paribas Fortis Factor N.V. and Eastman Chemical Company 10.06 Eastman Excess Retirement Income Plan (incorporated herein by reference to Exhibit 10.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008) ** 10.07 Form of Executive Change in Control Severance Agreements (incorporated herein by reference to Exhibit 10.02 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010) ** 10.08 Eastman Unfunded Retirement Income Plan (incorporated herein by reference to Exhibit 10.04 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008) ** 10.12 Amended and Restated Eastman Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014) ** 10.13 Amended and Restated Eastman Directors' Deferred Compensation Plan (incorporated herein by reference to 10.04 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016) ** 10.14 Eastman Unit Performance Plan as amended and restated effective December 5, 2012 (incorporated herein by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012) ** 10.15 Form of Indemnification Agreements with Directors and Executive Officers (incorporated herein by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003) ** 10.16 Forms of Performance Share Awards to Executive Officers (2020 - 2022 Performance Period) (incorporatedhereinby reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) ** 10.17 Forms of Performance Share Awards to Executive Officers (2021 - 2023 Performance Period) (incorporatedhereinby reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) ** 10.18 Forms of Performance Share Awards to Executive Officers (2022 - 2024 Performance Period)(incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)** 10.19* Forms of Performance Share Awards to Executive Officers (2023 - 2025 Performance Period) (incorporated herein by reference to Exhibit 10.19to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) ** 10.20 UPP performance measures and goals, specific target objectives with respect to such performance goals, the method for computing the amount of the UPP award allocated to the award pool if the performance goals are attained, and the eligibility criteria for employee participation in the UPP, for the 2022 performance year (incorporated herein by reference to the Company's Current Report on Form 8-K dated December 1, 2021) ** 10.21* UPP performance measures and goals, specific target objectives with respect to such performance goals, the method for computing the amount of the UPP award allocated to the award pool if the performance goals are attained, and the eligibility criteria for employee participation in the UPP, for the 2023 performance year ** 10.23 2017 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A of the Company's 2017 Annual Meeting Proxy Statement dated March 23, 2017) ** 10.24 2021 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A of the Company's 2021 Annual Meeting Proxy Statement dated March 25, 2021 as amended on April 13, 2021) ** 10.25 Amended 2021 Director Stock Compensation Subplan of the 2021 Omnibus Stock Compensation Plan and Form of Restricted Stock Award Notice (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021) ** 10.26 Forms of Award Notices for Stock Options and Stock Appreciation Rights Granted to Executive Officers under the 2012 Omnibus Stock Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013,Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, andExhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016) ** 10.27 Form of Award Notice for Stock Options and Restricted Stock Unit Awards Granted to Executive Officers under the 2017 Omnibus Stock Compensation Plan (incorporatedhereinby reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017andExhibits 10.01and10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021) ** 10.28 Form of Award Notice for Stock Options Granted to Executive Officers under the 2021 Omnibus Stock Compensation Plan(incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) ** 10.29 Eastman Chemical Company Executive Incentive Pay Clawback Policy (incorporated herein by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K dated February 3, 2015) ** 10.30 * Retirement and Separation Agreement ** 21.01* Subsidiaries of the Company 23.01* Consent of Independent Registered Public Accounting Firm 31.01* Rule 13a 14(a) Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 2022 31.02* Rule 13a 14(a) Certification by William T. McLain, Jr., Senior Vice President and Chief Financial Officer, for the year ended December 31, 2022 32.01* Section 1350 Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 2022 32.02* Section 1350 Certification by William T. McLain, Jr., Senior Vice President and Chief Financial Officer, for the year ended December 31, 2022 99.01* 2022Company and Segment Revenue by End-Use Market 99.02* Product and Raw Material Information