1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------- -----------
Commission file number 1-12626
EASTMAN CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 62-1539359
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 N. Eastman Road
Kingsport, Tennessee 37660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 229-2000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of Shares Outstanding at
Class June 30, 1996
Common Stock, par value $0.01 per share 78,267,447
-----------------------------------------------------
PAGE 1 OF 35 TOTAL SEQUENTIALLY NUMBERED PAGES
EXHIBIT INDEX ON PAGE 18
1
2
TABLE OF CONTENTS
- - - --------------------------------------------------------------------------------
ITEM PAGE
- - - --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
1. Financial Statements................................................ 3-7
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 8-13
PART II. OTHER INFORMATION
1. Legal Proceedings................................................... 14
4. Submission of Matters to a Vote of Security Holders................. 14
6. Exhibits and Reports on Form 8-K.................................... 16
SIGNATURES
Signatures.......................................................... 17
2
3
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
Item Page
Consolidated statements of earnings and retained earnings 4
Consolidated statements of financial position 5
Consolidated statements of cash flows 6
Notes to consolidated financial statements 7
3
4
EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Dollars in millions, except per share amounts)
Second Quarter First Six Months
1996 1995 1996 1995
Sales $1,241 $1,321 $2,502 $2,553
Cost of sales 922 927 1,862 1,809
------ ------ ------ ------
Gross profit 319 394 640 744
Selling and general administrative expenses 85 89 169 169
Research and development costs 44 40 90 82
------ ------ ------ ------
Operating earnings 190 265 381 493
Interest expense 20 20 35 39
Other (income) charges, net (7) (10) (9) (14)
------ ------ ------ ------
Earnings before income taxes 177 255 355 468
Provision for income taxes 65 97 131 178
------ ------ ------ ------
Net earnings $ 112 $ 158 $ 224 $ 290
====== ====== ====== ======
Net earnings per share $ 1.41 $ 1.90 $ 2.80 $ 3.48
====== ====== ====== ======
Retained earnings at beginning of period $1,763 $1,357 $1,684 $1,258
Net earnings 112 158 224 290
Cash dividends declared (33) (33) (66) (66)
------ ------ ------ ------
Retained earnings at end of period $1,842 $1,482 $1,842 $1,482
====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
4
5
EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Dollars in Millions)
June 30, December 31,
1996 1995
Assets
Current assets
Cash and cash equivalents $ 59 $ 100
Receivables 852 802
Inventories 454 467
Other current assets 125 100
------ ------
Total current assets 1,490 1,469
------ ------
Properties
Properties and equipment at cost 7,069 6,791
Less: Accumulated depreciation 3,873 3,742
------ ------
Net properties 3,196 3,049
------ ------
Other noncurrent assets 329 336
------ ------
Total assets $5,015 $4,854
------ ------
Liabilities and Shareowners' equity
Current liabilities
Payables $ 642 $ 771
Other current liabilities 82 102
------ ------
Total current liabilities 724 873
Long-term borrowings 1,425 1,217
Deferred income tax credits 342 330
Postemployment obligations 734 690
Other long-term liabilities 223 216
------ ------
Total liabilities 3,448 3,326
------ ------
Shareowners' equity
Common stock ($0.01 par - 350,000,000 shares authorized;
shares issued - 83,381,675 and 83,250,683) 1 1
Paid in capital 37 30
Retained earnings 1,842 1,684
Cumulative translation adjustment 10 13
------ ------
1,890 1,728
Less: Treasury stock at cost (5,114,228 and 3,308,200 shares) 323 200
------ ------
Total shareowners' equity 1,567 1,528
------ ------
Total liabilities and shareowners' equity $5,015 $4,854
====== ======
The accompanying notes are an integral part of these financial statements.
5
6
EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
First Six Months
1996 1995
Cash flows from operating activities
Net earnings $ 224 $ 290
----- -----
Adjustments to reconcile net earnings to
net cash provided by operating activities
Depreciation 152 152
Benefit for deferred income taxes (9) (16)
Increase in receivables (50) (153)
(Increase) decrease in inventories 11 (13)
Increase (decrease) in incentive pay and employee benefit liabilities (102) 39
Increase (decrease) in liabilities excluding borrowings,
incentive pay, and employee benefit liabilities (3) 12
Other items, net 9 3
----- -----
Total adjustments 8 24
----- -----
Net cash provided by operating activities 232 314
----- -----
Cash flows from investing activities
Additions to properties and equipment (310) (164)
Acquisitions and investments in joint ventures -- (30)
Proceeds from sale of assets 39 7
Capital advances to suppliers (29) (31)
Other items 2 (4)
----- -----
Net cash used in investing activities (298) (222)
----- -----
Cash flows from financing activities
Net increase in commercial paper borrowings 208 95
Dividends to shareowners (67) (66)
Treasury stock purchases (125) (106)
Other items 9 1
----- -----
Net cash provided by (used in) financing activities 25 (76)
----- -----
Net change in cash and cash equivalents (41) 16
Cash and cash equivalents at beginning of period 100 90
----- -----
Cash and cash equivalents at end of period $ 59 $ 106
===== =====
The accompanying notes are an integral part of these financial statements.
6
7
EASTMAN CHEMICAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited interim consolidated financial statements have
been prepared by the Company in accordance and consistent with the
accounting policies stated in the Company's 1995 Annual Report and should
be read in conjunction with the consolidated financial statements appearing
therein. In the opinion of the Company, all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation have
been included in the interim consolidated financial statements. The
interim consolidated financial statements are based in part on
approximations and have not been audited by independent accountants.
Certain 1995 amounts have been reclassified to conform to the 1996
presentation.
2. Inventories
June 30, December 31,
1996 1995
(Dollars in millions)
At FIFO or average cost (approximates current cost):
Finished goods $ 431 $ 461
Work in process 145 127
Raw materials and supplies 210 199
----- -----
Total inventories at FIFO or average cost 786 787
Reduction to LIFO value (332) (320)
----- -----
Total inventories at LIFO value $ 454 $ 467
===== =====
Inventories valued on the LIFO method are approximately 80% of total
inventories in each of the periods.
3. Dividends Second Quarter First Six Months
1996 1995 1996 1995
Cash dividends declared per share $.42 $.40 $.84 $.80
7
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company's Consolidated
Financial Statements and Management's Discussion and Analysis contained in the
1995 Annual Report and the unaudited interim consolidated financial statements
included elsewhere in this report.
RESULTS OF OPERATIONS
During 1995, Eastman reported record sales and earnings reflecting accelerated
business conditions that began in the last half of 1994 and continued through
much of 1995. The results for second quarter 1996 show declines when compared
with the exceptionally strong second quarter 1995 results, although overall
sales volumes were essentially level with the record-setting second quarter of
1995.
Earnings
(Dollars in millions, except Second Quarter First Six Months
per share amounts) 1996 1995 Change 1996 1995 Change
Operating earnings $190 $ 265 (28)% $ 381 $ 493 (23)%
Net earnings 112 158 (29) 224 290 (23)
Net earnings per share 1.41 1.90 (26) 2.80 3.48 (20)
Second Quarter First Six Months
Changes in Earnings per Share 1996 1995 Change 1996 1995 Change
Net earnings per share $1.41 $1.90 $(.49) $2.80 $3.48 $(.68)
===== =====
Operations
Selling price $(.54) $(.41)
Volume and mix (.03) .02
Raw materials, supplies, and energy .08 (.32)
Variable-incentive pay .10 .20
Pre-production costs (.07) (.14)
Other (.10) (.18)
----- -----
Change from operations (.56) (.83)
Other
Interest expense - .03
Other income/charges (.02) (.04)
Effective tax rate change .02 .04
Lower average shares outstanding .06 .11
Rounding .01 .01
----- -----
Total change $(.49) $(.68)
===== =====
Compared with second quarter 1995, earnings declined significantly due to lower
selling prices, especially in the Container Plastics, Flexible Plastics, and
Industrial Intermediates businesses. This decline in selling prices was
partially offset by lower purchased raw material costs. Production
interruptions at the South Carolina plant, preproduction costs at the PET
plants in Mexico and Spain, and start-up difficulties at the Mexico plant
contributed to decreased earnings. Positive impacts on overall earnings per
share were lower variable-incentive compensation, lower shares outstanding, and
a gain on the divestiture of the Company's food emulsifier business. In the
Fibers business, earnings increased as a result of price increases combined
with lower costs resulting from efficiencies of near capacity operations.
8
9
Outlook Looking forward, the Company expects the second half of 1996 earnings
per share to be better than the first half, but does not expect the earnings
per share for the year 1996 to meet the record earnings of 1995. The Company's
earnings expectations for 1996 are based on the following assumptions:
relatively stable business conditions in the United States and worldwide,
supporting continued good overall demand for the Company's products; increased
PET volume over the first half of 1996 as a result of additional manufacturing
capability; lower raw material costs; lower selling prices for polyester
plastics; overall stable margins, relative to the first half of 1996; and
continued progress on the current share repurchase program. Actual results
could vary from current expectations if one or more of these assumptions prove
to be inaccurate or are unrealized.
Summary by Industry Segment
Performance Segment
(Dollars in millions) Second Quarter First Six Months
1996 1995 Change 1996 1995 Change
Sales $938 $986 (5)% $1,901 $1,902 --%
Operating earnings 137 178 (23) 291 339 (14)
The Performance segment sales decrease was primarily attributable to Container
Plastics selling price declines and, to a lesser extent, volume declines,
partially offset by higher selling prices in the Fibers business. Fibers
volumes decreased because of timing of shipments. The decline in the operating
earnings resulted primarily from lower selling prices in the Container Plastics
business, start-up and preproduction costs at new PET plants, and production
interruptions at the South Carolina plant, partially offset by lower raw
material costs. Looking forward, substantial PET capacity is being constructed
within the industry worldwide which may lead to further margin suppression in
PET markets.
Industrial Segment
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Sales $303 $335 (10)% $601 $651 (8)%
Operating earnings 53 87 (39) 90 154 (42)
The decrease in the Industrial segment sales was due to decreases in selling
prices, primarily the result of lower polyethylene prices in the Flexible
Plastics business, partially offset by volume increases in the Industrial
Intermediates business. Decreased Industrial segment operating earnings were
primarily the result of the lower selling prices.
(For supplemental analysis of Performance and Industrial segment business
organization results, see Exhibit 99.01 to this Form 10-Q.)
9
10
Summary by Customer Location
Sales by Region Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
United States and Canada $832 $876 (5)% $1,671 $1,721 (3)%
Europe, Middle East, and Africa 199 220 (10) 407 423 (4)
Asia Pacific 138 164 (16) 272 282 (4)
Latin America 72 61 18 152 127 20
Sales in the United States for second quarter 1996 were $779 million compared
with 1995 second quarter sales of $817 million. For the first six months of
1996, sales in the United States were $1.563 billion compared with $1.604
billion in 1995. Second quarter 1996 sales outside the United States were down
8% compared with 1995 second quarter and were 37% of total sales, compared with
38% for second quarter 1995. The increase in Latin America sales was primarily
due to increased volume in the Container Plastics and Fibers businesses. The
Asia Pacific sales decrease resulted from generally lower sales volumes. Lower
selling prices and foreign currency fluctuations adversely impacted the Europe,
Middle East, and Africa region sales.
Summary of Consolidated Results
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Sales $1,241 $1,321 (6)% $2,502 $2,553 (2)%
The sales decline was almost entirely due to lower selling prices, as volumes
and foreign currency fluctuations were essentially flat with second quarter
1995.
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Gross profit $ 319 $ 394 (19)% $ 640 $ 744 (14)%
As a percentage of sales 25.7% 29.8% 25.6% 29.1%
The second quarter 1996 gross profit declined when compared with the
exceptionally strong second quarter 1995. The change was principally
attributable to lower selling prices which were partially offset by lower
purchased raw material costs and lower variable-incentive compensation. Also,
start-up difficulties at the new Mexico PET plant and production interruptions
at the South Carolina plant contributed to lower gross profit.
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Selling and general
administrative expenses $ 85 $ 89 (4)% $169 $169 --%
As a percentage of sales 6.8% 6.7% 6.8% 6.6%
10
11
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Research and
development costs $ 44 $ 40 10% $ 90 $ 82 10%
As a percentage of sales 3.5% 3.0% 3.6% 3.2%
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Interest expense $ 20 $ 20 --% $ 35 $ 39 (10)%
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Other (income) charges, net $ 7 $ 10 (30)% $ 9 $ 14 (36)%
The second quarter 1996 includes a $13 million pre-tax gain from the sale of
the Company's food emulsifier business, which was partially offset by increased
equity investment losses and unfavorable foreign currency effects. In the
second quarter 1995, the Company recognized a $6 million pre-tax gain from the
sale of property, but did not have significant off-setting charges. Both years
include royalty and interest income.
Second Quarter First Six Months
(Dollars in millions) 1996 1995 Change 1996 1995 Change
Provision for income taxes $65 $97 (33)% $131 $178 (26)%
Effective tax rate 37% 38% 37% 38%
11
12
LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA
Financial Indicators 1996 1995
For the first six months
Ratio of earnings to fixed charges 7.4x 9.5x
At the period ended June 30 and December 31
Current ratio 2.1x 1.7x
Percent of long-term borrowings to total capital 48% 44%
Percent of floating-rate borrowings to total borrowings 16% 2%
Cash Flow First Six Months
(Dollars in millions) 1996 1995
Net cash provided by (used in)
Operating activities $ 232 $ 314
Investing activities (298) (222)
Financing activities 25 (76)
----- -----
Net change in cash and cash equivalents $ (41) $ 16
===== =====
Cash and cash equivalents at end of period $ 59 $ 106
===== =====
Cash provided by operations for the first six months of 1996 decreased when
compared with the first six months of 1995, primarily because of lower
earnings. The increase in cash used in investing activities of $76 million in
the first six months of 1996 is consistent with the Company's global expansion
activities and primarily reflects capital expenditure increases. The cash
provided by financing activities for the first six months of 1996 reflects
higher levels of commercial paper borrowings, primarily to meet cash demands
for payment of variable-incentive compensation, capital expenditures, and $125
million for repurchase of shares.
Capital Expenditures
Eastman anticipates that total capital expenditures in 1996 will be
approximately $700 million, primarily due to previously announced expansions in
worldwide manufacturing capacity. During 1996, the Company announced plans to
construct an isophthalic acid (IPA) plant in Kingsport, Tennessee; it is
expected to be on-line by mid-1998. The Company announced a planned increase in
polyethylene naphthalate (PEN) homopolymer capacity expected on-line during the
second half of 1996. The Company signed a letter of intent to join with three
other companies to build a worldscale olefins plant near Houston, Texas with a
target start-up date of mid-year 2000. In addition to expanding its Longview,
Texas oxo aldehydes and derivatives plants, the Company announced plans for
construction of new plant facilities in Singapore to produce oxo aldehydes and
derivatives; production operations for Singapore are expected to begin in 1998.
The Company announced plans to construct a polyethylene terephthalate (PET)
plant and a purified terephthalic acid (PTA) plant at their South Carolina
location; production is expected in early 1999. An additional PTA plant is
planned to be built in Kingsport, Tennessee by late 1997. In July, the Company
announced plans to double production capacity for general-purpose fine
chemicals at the Peboc Division of Eastman Chemical (UK) Ltd. in Llangefni,
Wales. These projects will not impact depreciation expense until after
production begins. Therefore, depreciation overall is expected to be only
slightly higher in 1997 and 1998 compared to 1996.
12
13
Liquidity
Eastman has access to an $800 million revolving credit facility ("Credit
Facility") expiring in December 2000. Amounts outstanding under the Credit
Facility are subject to interest at varying spreads above quoted market rates,
principally LIBOR. The Credit Facility also requires a facility fee on the
total commitment that varies based on Eastman's credit rating. The annual rate
for such fee was 0.075% as of June 30, 1996. The Credit Agreement contains a
number of covenants and events of default, including the maintenance of certain
financial ratios. Eastman was in compliance with all such covenants for all
periods.
Eastman utilizes commercial paper, generally with maturities of 90 days or
less, to meet its liquidity needs. The Company's commercial paper, supported by
the Credit Facility, is classified as long-term borrowings because the Company
has the ability and intent to refinance such borrowings long-term. At June 30,
1996, a total of $230 million of commercial paper was outstanding, at a 5.49%
average annual interest rate. The remaining balance of long-term borrowings is
unchanged from December 31, 1995.
In 1995, the Company repurchased $200 million of Eastman common stock. In
February 1996, the Company announced plans to repurchase up to $400 million of
additional Eastman common shares. Repurchased shares may be used to meet
common stock requirements for benefit plans and other corporate purposes.
Repurchase of common shares is not expected to have an adverse impact on the
liquidity of the Company. At June 30, 1996, the Company had acquired an
additional 1,834,000 shares at a cost of $125 million, pursuant to its current
repurchase program.
Existing sources of capital, together with cash flows from operations, are
expected to be sufficient to meet the Company's foreseeable cash flow
requirements. Eastman has on file with the Securities and Exchange Commission
a shelf registration to issue up to an additional $300 million of debt
securities.
Dividends Second Quarter First Six Months
1996 1995 1996 1995
Cash dividends declared per share $.42 $.40 $.84 $.80
13
14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings
The Company's operations are parties to or targets of lawsuits,
claims, investigations, and proceedings, including product liability,
patent, commercial, environmental, and health and safety matters,
which are being handled and defended in the ordinary course of
business. No such pending matters are expected to have a material
adverse effect on the Company's financial condition or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1996 Annual Meeting of Shareowners was held on May
2, 1996. Six items of business were acted upon at the meeting: (i)
the election of four directors to serve until the 1999 Annual Meeting
of Shareowners and until their successors are duly elected and
qualified; (ii) the proposed Second Amended and Restated Eastman
Directors' Deferred Compensation Plan (The "Directors' Deferred
Compensation Plan"); (iii) the proposed Eastman Chemical Company 1996
Non-Employee Director Stock Option Plan (The "Director Stock Option
Plan"); (iv) the ratification of the appointment of Price Waterhouse
LLP as independent accountants for the Company until the Annual
Meeting of Shareowners in 1997; (v) a shareowner proposal to
discontinue use of "options, rights, SARs, etc." as management and
director compensation; and (vi) a shareowner proposal to divest the
Company's cellulose acetate tow product line.
The results of the voting for the election of directors were as
follows:
Votes Broker
-------- --------
Nominee Votes For Withheld Abstentions Nonvotes
------- --------- -------- ----------- --------
Calvin A. Campbell, Jr. 70,488,074 517,683 0 0
---------- -------- ----------- --------
Dr. Michael von Clemm 70,490,698 515,059 0 0
---------- -------- ----------- --------
Earnest W. Deavenport, Jr. 70,492,116 513,641 0 0
---------- -------- ----------- --------
Lee Liu 70,483,663 522,094 0 0
========== ======== =========== ========
Accordingly, each of the four nominees received a plurality of the votes
cast and was elected.
The results of the voting on the proposed Directors' Deferred
Compensation Plan were as follows:
Votes For Votes Against Abstentions Broker Nonvotes
- - - ---------- ------------- ----------- ---------------
68,816,952 1,599,838 588,967 0
========== ============= =========== ===============
Accordingly, the number of affirmative votes cast on the proposal constituted a
majority of the shares represented at the meeting and entitled to vote on the
proposal, and the Directors' Deferred Compensation Plan was approved.
14
15
The results of the voting on the proposed Director Stock Option Plan were as
follows:
Votes For Votes Against Abstentions Broker Nonvotes
- - - ---------- ------------- ----------- ---------------
65,137,705 5,267,150 600,902 0
========== ============= =========== ===============
Accordingly, the number of affirmative votes cast on the proposal
constituted a majority of the shares represented at the meeting and entitled to
vote on the proposal, and the Director Stock Option Plan was approved.
The results of the voting on the ratification of the appointment of
Price Waterhouse LLP as independent accountants were as follows:
Votes For Votes Against Abstentions Broker Nonvotes
- - - --------- ------------- ----------- ---------------
67,454,438 3,362,979 188,340 0
========== ============= =========== ===============
Accordingly, the number of affirmative votes cast on the proposal constituted
a majority of the votes cast on the proposal at the meeting, and the
appointment of Price Waterhouse LLP as independent accountants was ratified.
The results of the voting on the shareowner proposal to discontinue use of
"options, rights, SARs, etc." as management and director compensation were as
follows:
Votes For Votes Against Abstentions Broker Nonvotes
- - - --------- ------------- ----------- ---------------
2,523,907 55,669,858 925,330 11,886,662
========= ============= =========== ===============
Accordingly, the number of affirmative votes cast on the proposal
constituted less than a majority of the votes cast on the proposal at the
meeting, and the proposal was not adopted.
The results of the voting on the shareowner proposal to divest the
cellulose acetate tow product line were as follows:
Votes For Votes Against Abstentions Broker Nonvotes
- - - --------- ------------- ----------- ---------------
1,585,992 55,321,232 2,211,871 11,886,662
========= ============= =========== ===============
Accordingly, the number of affirmative votes cast on the proposal
constituted less than a majority of the votes cast on the proposal at the
meeting, and the proposal was not adopted.
15
16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed as part of this report are listed in the Exhibit
Index appearing on page 18.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended June 30, 1996.
16
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Eastman Chemical Company
Date: July 26, 1996 By: /s/ H. Virgil Stephens
-------------------------
H. Virgil Stephens
Senior Vice President and
Chief Financial Officer
(On behalf of the Registrant and as
Principal Financial Officer)
17
18
EXHIBIT INDEX
Description
Sequential
Exhibit Page
Number Number
3.01 Amended and Restated Certificate of Incorporation of
Eastman Chemical Company (incorporated herein by reference
to Exhibit 3.01 to Eastman Chemical Company's Registration
Statement on Form S-1, File No. 33-72364, as amended)
3.02 Amended and Restated By-laws of Eastman Chemical Company,
as amended October 1, 1994 (incorporated by reference to
Exhibit 3.02 to Eastman Chemical Company's Annual Report
on Form 10-K for the year ended December 31, 1994)
4.01 Form of Eastman Chemical Company Common Stock certificate
(incorporated herein by reference to Exhibit 3.02 to
Eastman Chemical Company's Annual Report on Form 10-K for
the year ended December 31, 1993)
4.02 Stockholder Protection Rights Agreement dated as of
December 13, 1993, between Eastman Chemical Company and
First Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.4 to
Eastman Chemical Company's Registration Statement on Form
S-8 relating to the Eastman Investment Plan, File No.
33-73810)
4.03 Indenture, dated as of January 10, 1994, between Eastman
Chemical Company and The Bank of New York, as Trustee
(incorporated herein by reference to Exhibit 4(a) to
Eastman Chemical Company's current report on Form 8-K
dated January 10, 1994 (the "8-K"))
4.04 Form of 6 3/8% Notes due January 15, 2004 (incorporated herein
by reference to Exhibit 4(c) to the 8-K)
4.05 Form of 7 1/4% Debentures due January 15, 2024 (incorporated
herein by reference to Exhibit 4(d) to the 8-K)
4.06 Officers' Certificate pursuant to Sections 201 and 301 of
the Indenture (incorporated herein by reference to Exhibit
4(a) to Eastman Chemical Company's Current Report on Form
8-K dated June 8, 1994 (the "June 8-K"))
4.07 Form of 7 5/8% Debentures due June 15, 2024 (incorporated
herein by reference to Exhibit 4(b) to the June 8-K)
4.08 Credit Agreement, dated as of December 19, 1995 (the
"Credit Agreement") among Eastman Chemical Company, the
Lenders named therein, and The Chase Manhattan Bank, as
Agent (incorporated herein by reference to Exhibit 4.08 to
Eastman Chemical Company's Annual Report on Form 10-K for
the year ended December 31, 1995)
18
19
EXHIBIT INDEX
Description
Sequential
Exhibit Page
Number Number
*10.01 Second Amended and Restated Eastman Directors' Deferred 20
Compensation Plan.
*10.02 Eastman Chemical Company 1996 Non-Employee Director Stock 27
Option Plan
11.01 Statement re Computation of Earnings Per Common Share 33
12.01 Statement re Computation of Ratios of Earnings to Fixed 34
Charges
27.01 Financial Data Schedule (for SEC use only)
99.01 Supplemental Business Organization Information 35
- - - ---------------------
* Management contract or compensatory plan or arrangement filed pursuant to
Item 601(b)(10)(iii) of Regulation S-K.
19