EASTMAN CHEMICAL COMPANY Page
Non-GAAP Financial Measures 33
Overview 36
Results of Operations 38
Summary by Operating Segment 43
Sales by Customer Location 46
Liquidity and Other Financial Information 47
Critical Accounting Estimates 50
Recently Issued Accounting Standards 51
Outlook 51
Risk Factors 52
This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is based upon the consolidated financial statements of
Eastman Chemical Company ("Eastman" or the "Company"), which have been prepared
in accordance with accounting principles generally accepted in the United States
("GAAP"), and should be read in conjunction with the Company's audited
consolidated financial statements, including related notes, and MD&A contained
in the Company's 2019 Annual Report on Form 10-K , and the Company's
unaudited consolidated financial statements, including related notes, included
elsewhere in this Quarterly Report on Form 10-Q. All references to earnings per
share ("EPS") contained in this report are diluted EPS unless otherwise noted.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NON-GAAP FINANCIAL MEASURES
Non-GAAP financial measures, and the accompanying reconciliations of the non-GAAP financial measures to the most comparable GAAP measures, are presented below in this section and in "Overview", "Results of Operations", "Summary by Operating Segment", and "Liquidity and Other Financial Information" in this MD&A. Management discloses non-GAAP financial measures, and the related reconciliations to the most comparable GAAP financial measures, because it believes investors use these metrics in evaluating longer term period-over-period performance, and to allow investors to better understand and evaluate the information used by management to assess the Company's and its operating segments' performances, make resource allocation decisions, and evaluate organizational and individual performances in determining certain performance-based compensation. Non-GAAP financial measures do not have definitions under GAAP, and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, management cautions investors not to place undue reliance on any non-GAAP financial measure, but to consider such measures alongside the most directly comparable GAAP financial measure.
Company Use of Non-GAAP Financial Measures
Non-Core Items and any Unusual or Non-Recurring Items Excluded from Non-GAAP Earnings
In addition to evaluatingEastman 's financial condition, results of operations, liquidity, and cash flows as reported in accordance with GAAP, management also evaluates Company and operating segment performance, and makes resource allocation and performance evaluation decisions, excluding the effect of transactions, costs, and losses or gains that do not directly result fromEastman 's normal, or "core", business and operations or are otherwise of an unusual or non-recurring nature. •Non-core transactions, costs, and losses or gains relate to, among other things, cost reductions, growth and profitability improvement initiatives, and other events outside of core business operations, and have included asset impairments and restructuring charges and gains, costs of and related to acquisitions, gains and losses from and costs related to dispositions, closure, or shutdowns of businesses or assets, financing transaction costs, and mark-to-market losses or gains for pension and other postretirement benefit plans. •In first nine months 2019, the Company recognized an unusual increase to earnings from adjustments of the provision for income taxes resulting from tax law changes, primarily the 2017 Tax Cuts and Jobs Act (the "Tax Reform Act"), and the tax impact of the related outside-U.S. entity reorganizations. Management considers these actions and associated costs and income unusual because of the infrequent nature of such changes in tax law and resulting actions and the significant one-time impacts on earnings. Because non-core, unusual, or non-recurring transactions, costs, and losses or gains may materially affect the Company's, or any particular operating segment's, financial condition or results in a specific period in which they are recognized, management believes it is appropriate to evaluate both the financial measures prepared and calculated in accordance with GAAP and the related non-GAAP financial measures excluding the effect on the Company's results of these non-core, unusual, or non-recurring items. In addition to using such measures to evaluate results in a specific period, management evaluates such non-GAAP measures, and believes that investors may also evaluate such measures, because such measures may provide more complete and consistent comparisons of the Company's and its segments' operational performance on a period-over-period historical basis and, as a result, provide a better indication of expected future trends. 33 --------------------------------------------------------------------------------
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Adjusted Tax Rate and Provision for Income Taxes
In interim periods,Eastman discloses non-GAAP earnings with an adjusted effective tax rate and a resulting adjusted provision for income taxes using the Company's forecasted tax rate for the full year as of the end of the interim period. The adjusted effective tax rate and resulting adjusted provision for income taxes are equal to the Company's projected full year effective tax rate and provision for income taxes on earnings excluding non-core, unusual, or non-recurring items for completed periods. The adjusted effective tax rate and resulting adjusted provision for income taxes may fluctuate during the year for changes in events and circumstances that change the Company's forecasted annual effective tax rate and resulting provision for income taxes excluding non-core, unusual, or non-recurring items. Management discloses this adjusted effective tax rate, and the related reconciliation to the GAAP effective tax rate, to provide investors more complete and consistent comparisons of the Company's operational performance on a period-over-period interim basis and on the same basis as management evaluates quarterly financial results to provide a better indication of expected full year results.
Non-GAAP Cash Flow Measures
Eastman regularly evaluates and discloses to investors and securities analysts an alternative non-GAAP measure of "free cash flow", which management defines as cash provided by or used in operating activities less the amount of net capital expenditures (typically the GAAP measure additions to properties and equipment). Such net capital expenditures are generally funded from available cash and, as such, management believes they should be considered in determining free cash flow. Management believes this is an appropriate metric to assess the Company's ability to fund priorities for uses of available cash. The priorities for cash after funding operations include payment of quarterly dividends, repayment of debt, funding targeted growth opportunities, and repurchasing shares. Management believes this metric is useful to investors and securities analysts to provide them with information similar to that used by management in evaluating financial performance and potential future cash available for various initiatives and assessing organizational performance in determining certain performance-based compensation and because management believes investors and securities analysts often use a similar measure of free cash flow to compare the results, and value, of comparable companies. In addition,Eastman may disclose to investors and securities analysts an alternative non-GAAP measure of "free cash flow yield", which management defines as annual free cash flow divided by the Company's market capitalization. Management believes this metric is useful to investors and securities analysts in comparing cash flow generation with that of peer and other companies. Non-GAAP Debt MeasureEastman from time to time evaluates and discloses to investors and securities and credit analysts the non-GAAP debt measure "net debt", which management defines as total borrowings less cash and cash equivalents. Management believes this metric is useful to investors and securities and credit analysts to provide them with information similar to that used by management in evaluating the Company's overall financial position, liquidity, and leverage and because management believes investors, securities analysts, credit analysts and rating agencies, and lenders often use a similar measure to assess and compare companies' relative financial position and liquidity.
Non-GAAP Measures in this Quarterly Report
The following non-core items are excluded by management in its evaluation of certain earnings results in this Quarterly Report: •Asset impairments and restructuring charges, net, •Accelerated depreciation resulting from the closure of a manufacturing facility as part of ongoing site optimization, and •Early debt extinguishment costs resulting from repayment of borrowings. The following unusual item is excluded by management in its evaluation of certain earnings results in this Quarterly Report: •Adjustments to the provision for income taxes resulting from fourth quarter 2017 tax law changes, primarily the Tax Reform Act, and related outside-U.S. entity reorganizations.
As described above, the alternative non-GAAP measures of cash flow, free cash flow, and of debt, net debt, are also presented in this Quarterly Report.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Excluded Non-Core and Unusual Items and Adjustments to Provision for Income
Taxes
Third Quarter First Nine Months
(Dollars in millions) 2020 2019 2020 2019
Non-core items impacting earnings before interest and
taxes:
Asset impairments and restructuring charges, net
$ 2 $ 215 $ 52 Accelerated depreciation 7 - 7 -
Total non-core items impacting earnings before interest and taxes
67 2 222 52
Non-core item impacting earnings before income taxes: Early debt extinguishment costs
1 - 1 -
Total non-core item impacting earnings before income taxes
1 - 1 -
Less: Items impacting provision for income taxes:
Tax effect of non-core items 17 1 53 13
Adjustments from tax law changes and outside-
- - - (7)
Interim adjustment to tax provision (2) - 9 (13)
Total items impacting provision for income taxes 15 1 62 (7)
Total items impacting net earnings attributable to
Eastman $ 53 $ 1 $ 161 $ 59 This MD&A includes an analysis of the effect of the foregoing on the following GAAP financial measures:
•Gross profit,
•Earnings before interest and taxes ("EBIT"),
•Provision for income taxes,
•Net earnings attributable to Eastman ,
•Diluted EPS, and
•Net cash provided by operating activities.
Other Non-GAAP Financial Measures
Alternative Non-GAAP Cash Flow Measures
In addition to the non-GAAP measures presented in this Quarterly Report and
other periodic reports, management occasionally has evaluated and disclosed to
investors and securities analysts the non-GAAP measure cash provided by or used
in operating activities excluding certain non-core, unusual, or non-recurring
sources or uses of cash or including cash from or used by activities that are
managed as part of core business operations ("adjusted cash provided by or used
in operating activities") when analyzing, among other things, business
performance, liquidity and financial position, and performance-based
compensation. Management has used this non-GAAP measure in conjunction with the
GAAP measure cash provided by or used in operating activities because it
believes it is an appropriate metric to evaluate the cash flows from Eastman 's
core operations that are available for organic and inorganic growth initiatives
and because it allows for a more consistent period-over-period presentation of
such amounts. In its evaluation, management generally excludes the impact of
certain non-core activities and decisions of management that it considers not
core, ongoing components of operations and the decisions to undertake or not to
undertake such activities may be made irrespective of the cash generated from
operations, and generally includes cash from or used in activities that are
managed as operating activities and in business operating decisions. Management
has disclosed this non-GAAP measure and the related reconciliation to investors
and securities analysts to allow them to better understand and evaluate the
information used by management in its decision-making processes and because
management believes investors and securities analysts use similar measures to
assess Company performance, liquidity, and financial position over multiple
periods and to compare these with other companies.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Alternative Non-GAAP Earnings Measures
From time to time,Eastman may also disclose to investors and securities analysts the non-GAAP earnings measures "EBIT Margin", "Adjusted EBITDA", "EBITDA Margin", and "Return onInvested Capital " (or "ROIC"). Management defines EBIT Margin as the GAAP measure EBIT adjusted to exclude the same non-core, unusual, or non-recurring items as are excluded from the Company's other non-GAAP earnings measures for the same periods divided by the GAAP measure sales in the Company's Consolidated Statement of Earnings, Comprehensive Income and Retained Earnings for the same period. Adjusted EBITDA is EBITDA (net earnings before interest, taxes, depreciation and amortization) adjusted to exclude the same non-core, unusual, or non-recurring items as are excluded from the Company's other non-GAAP earnings measures for the same periods. EBITDA Margin is Adjusted EBITDA divided by the GAAP measure sales in the Company's Consolidated Statement of Earnings, Comprehensive Income and Retained Earnings for the same periods. Management defines ROIC as net earnings plus interest expense after tax divided by average total borrowings plus average stockholders' equity for the periods presented, each derived from the GAAP measures in the Company's financial statements for the periods presented. Management believes that EBIT Margin, Adjusted EBITDA, EBITDA Margin, and ROIC are useful as supplemental measures in evaluating the performance of and returns fromEastman 's operating businesses, and from time to time uses such measures in internal performance calculations. Further, management understands that investors and securities analysts often use similar measures of EBIT Margin, Adjusted EBITDA, EBITDA Margin, and ROIC to compare the results, returns, and value of the Company with those of peer and other companies.
OVERVIEW
Eastman 's products and operations are managed and reported in four operating segments: Additives & Functional Products ("AFP"), Advanced Materials ("AM"), Chemical Intermediates ("CI"), and Fibers.Eastman uses an innovation-driven growth model which consists of leveraging world class scalable technology platforms, delivering differentiated application development capabilities, and relentlessly engaging the market. The Company's world class technology platforms form the foundation of sustainable growth by differentiated products through significant scale advantages in research and development ("R&D") and advantaged global market access. Differentiated application development converts market complexity into opportunities for growth and accelerates innovation by enabling a deeper understanding of the value ofEastman 's products and how they perform within customers' and end-users' products. Key areas of application development include thermoplastic conversion, functional films, coatings formulations, rubber additive formulations, adhesives formulations, nonwovens and textiles, animal nutrition, and chemical and plastics recycling technologies. The Company engages the market by working directly with customers and downstream users, targeting attractive niche markets, and leveraging disruptive macro trends. Management believes that these elements of the Company's innovation-driven growth model, combined with disciplined portfolio management and balanced capital deployment, will result in consistent, sustainable earnings growth and strong cash flow. The Company generated sales revenue of$2.1 billion and$2.3 billion in third quarter 2020 and 2019, respectively, and$6.3 billion and$7.1 billion in first nine months 2020 and 2019, respectively. EBIT was$243 million and$367 million in third quarter 2020 and 2019, respectively, and$665 million and$1.058 billion in first nine months 2020 and 2019, respectively. Excluding the non-core and unusual items identified in "Non-GAAP Financial Measures", adjusted EBIT was$310 million and$369 million in third quarter 2020 and 2019, respectively, and$887 million and$1.11 billion in first nine months 2020 and 2019, respectively. Sales revenue decreased in third quarter 2020 compared to third quarter 2019 primarily due to lower sales volume and lower selling prices. As overall economic conditions improved through the third quarter, sales volume recovered to five percent below 2019 levels. Sales volume for products serving end-markets negatively impacted by the COVID-19 coronavirus global pandemic ("COVID-19"), including transportation, building and construction, and consumer durables, increased compared to second quarter 2020. Sales volume for products used in certain resilient end-markets positively impacted by COVID-19, including consumables, personal care, and medical, declined compared to second quarter 2020. As sales volume improved throughout the third quarter 2020, the Company increased capacity utilization across all available assets. Lower selling prices in third quarter 2020 compared to third quarter 2019 were primarily due to lower raw material prices. Adjusted EBIT decreased in third quarter 2020 compared to third quarter 2019 due to lower sales volume, reduced capacity utilization, and less favorable product mix, partially offset by the impact of cost reduction actions.
Further discussion of sales revenue and EBIT changes is presented in "Results of Operations" and "Summary by Operating Segment" in this MD&A.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Net earnings and EPS and adjusted net earnings and EPS were as follows:
Third Quarter
2020 2019
(Dollars in millions, except EPS) $ EPS $
EPS
Net earnings attributable to Eastman$ 161 $ 1.18 $ 266 $ 1.93 Total non-core and unusual items, net of tax 51 0.37 1 0.01 Interim adjustment to tax provision 2 0.02 - - Adjusted net earnings$ 214 $ 1.57 $ 267 $ 1.94 First Nine Months 2020 2019 (Dollars in millions, except EPS) $ EPS $
EPS
Net earnings attributable to Eastman$ 446 $ 3.27 $ 733 $ 5.27 Total non-core and unusual items, net of tax 170 1.24 46 0.34 Interim adjustment to tax provision (9) (0.06) 13 0.09 Adjusted net earnings$ 607 $ 4.45 $ 792 $ 5.70 Cash provided by operating activities was$1.049 billion and$833 million in first nine months 2020 and 2019, respectively. Free cash flow was$771 million and$525 million in first nine months 2020 and 2019, respectively.
COVID-19 Coronavirus Pandemic Response and Impact
Following the outbreak of COVID-19 in early 2020, inMarch 2020 theU.S. Centers for Disease Control issued guidelines to mitigate the spread and health consequences of COVID-19. The Company implemented changes to its operations and business practices to follow the guidelines and minimize physical interaction, including using technology to allow employees to work from home when possible and altering production procedures and schedules. In response to the uncertainties of the impact of COVID-19 (including on overall business and market conditions;Eastman manufacturing sites and distribution, sales, and service facilities closure or reduced availability; andEastman products market demand weakness and supply chain disruption), management's focus shifted to cash flow, liquidity, and cost management. As previously reported, as a precautionary measure due to increased financial market volatility resulting from COVID-19,Eastman took certain liquidity actions, including borrowing$400 million under the revolving credit agreement (the "Credit Facility") in first quarter 2020 and$250 million under a new 364-Day Term Loan Credit Agreement (the "Term Loan") in second quarter 2020. Borrowings under the Credit Facility were repaid in second quarter 2020 and borrowings under the Term Loan were repaid in third quarter 2020. The Company reduced net debt by$363 million in the first nine months 2020, and its cash balance as ofSeptember 30, 2020 was$650 million . See "Liquidity and Other Financial Information" for additional information. In first nine months 2020, capacity utilization was substantially lower due to lower sales volume and the Company's focus on maximizing cash generation by reducing inventories, reducing EBIT approximately$205 million . Cost reduction actions in response to COVID-19, some of which are expected to be structural, included reduced discretionary spending, deferred asset maintenance turnarounds, and adjusted operations to ensure the health and safety of employees and contractors, totaling approximately$115 million in first nine months 2020 and are expected to total approximately$150 million for full year 2020, primarily in "Cost of sales" in the Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. See "Summary by Operating Segment" and "Outlook" for additional information. 37 --------------------------------------------------------------------------------
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales
Third Quarter First Nine Months
Change Change
(Dollars in millions) 2020 2019 $ % 2020 2019 $ %
Sales $ 2,122 $ 2,325 $ (203) (9) % $ 6,287 $ 7,068 $ (781) (11) %
Volume / product mix effect (117) (5) % (422) (6) %
Price effect (100) (5) % (345) (5) %
Exchange rate effect 14 1 % (14) - %
Sales revenue decreased in third quarter and first nine months 2020 compared to third quarter and first nine months 2019 as a result of decreases in all operating segments. Further discussion by operating segment is presented in "Summary by Operating Segment" in this MD&A.
Gross Profit
Third Quarter First Nine Months
(Dollars in millions) 2020 2019 Change 2020 2019 Change
Gross profit $ 501 $ 574 (13) % $ 1,449 $ 1,737 (17) %
Accelerated depreciation 7 - 7 -
Gross profit excluding non-core item
Third quarter and first nine months 2020 EBIT included accelerated depreciation resulting from the closure of an advanced interlayers manufacturing facility inNorth America in the AM segment as part of ongoing site optimization actions. Excluding this non-core item, gross profit decreased in third quarter and first nine months 2020 compared to third quarter and first nine months 2019 as a result of decreases in all operating segments. Further discussion of sales revenue and EBIT changes is presented in "Summary by Operating Segment" in this MD&A.
Selling, General and Administrative Expenses
Third Quarter First Nine Months
(Dollars in millions) 2020 2019 Change 2020 2019 Change
Selling, general and administrative
expenses $ 165 $ 163 1 % $ 480 $ 515 (7) %
Selling, General and Administrative ("SG&A") expenses slightly increased in
third quarter 2020 compared to third quarter 2019 primarily as a result of
higher variable compensation costs mostly offset by cost reduction actions. SG&A
expenses decreased in first nine months 2020 compared to first nine months 2019
primarily as a result of cost reduction actions.
Research and Development Expenses
Third Quarter First Nine Months
(Dollars in millions) 2020 2019 Change 2020 2019 Change
Research and development expenses $ 56 $ 59 (5) % $ 169 $ 174 (3) %
R&D expenses decreased in third quarter and first nine months 2020 compared to
third quarter and first nine months 2019 primarily due to cost reduction actions
including increased focus on project prioritization.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Asset Impairments and Restructuring Charges, Net
(Dollars in millions) Third Quarter First Nine Months Fixed Asset Impairments 2020 2019 2020 2019 Site optimizations AFP - Tire additives (1) $ - $ -$ 5 $ - AM - Performance films (2) - - 4 - AFP - Animal nutrition (3) - - 3 - Discontinuation of growth initiatives (4) - - 8 - - - 20 - Intangible Asset Impairments AFP -Tradenames (5) - - 123 - AFP - Customer relationships (6) - - 2 - - - 125 - Severance Charges Business improvement and cost reduction initiatives (7) 46 1 46 45 CI & AFP - Singapore (8) 2 - 5 - Site optimizations AM - Advanced interlayers (9) 3 - 3 - AFP - Tire additives (1) 1 - 1 - AM - Performance films (2) - - 3 - AFP - Animal nutrition (3) - - 1 - 52 1 59 45 Other Restructuring Costs Cost reduction initiatives (7) 7 1 7 3 Discontinuation of growth initiatives contract termination fees (4) 1 - 4 - AFP - Discontinued capital project (10) - - - 4 8 1 11 7 Total$ 60 $ 2 $ 215 $ 52 (1)Fixed asset impairments and severance in the AFP segment from the closure of a tire additives manufacturing facility inAsia Pacific as part of ongoing site optimization. (2)Fixed asset impairments and severance in the AM segment from the closure of a performance films manufacturing facility inNorth America as part of ongoing site optimization. (3)Fixed asset impairments and severance in the AFP segment from the closure of an animal nutrition manufacturing facility inAsia Pacific as part of ongoing site optimization. (4)Fixed asset impairments and contract termination fees resulting from management's decision to discontinue growth initiatives for polyester based microfibers, including Avra™ performance fibers, the financial results of which were not allocated to an operating segment and reported in "Other". (5)Intangible asset impairment charges in the AFP segment tire additives business to reduce the carrying values of the Crystex™ and Santoflex™ tradenames to the estimated fair values. The estimated fair values were determined using an income approach, specifically, the relief from royalty method, including some unobservable inputs. The impairments are primarily the result of weakened demand in transportation markets impacted by COVID-19 and increased competitive pricing pressure as a result of global capacity increases. (6)Intangible asset impairment charge in the AFP segment for customer relationships. (7)Severance and related costs as part of business improvement and cost reduction initiatives which were reported in "Other". 39 --------------------------------------------------------------------------------
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(8)Severance charges of $1 million and $4 million in third quarter and first
nine months 2020, respectively, in the CI segment, and $1 million in both third
quarter and first nine months 2020 in the AFP segment, resulting from the
previously disclosed plan to discontinue production of certain products at the
Singapore manufacturing site. Restructuring charges totaling up to $50 million
are expected through 2020 and 2021 for this action. This action is projected to
result in an estimated annual earnings benefit of approximately $25 million ,
primarily in the CI segment, beginning mostly in 2021.
(9)Severance in the AM segment due to the closure of an advanced interlayers
manufacturing facility in North America as part of ongoing site optimization. In
addition, accelerated depreciation of $7 million was recognized in "Cost of
sales" in the Unaudited Consolidated Statements of Earnings, Comprehensive
Income and Retained Earnings in third quarter 2020 related to the closure of
this facility. Management expects total charges of up to $30 million , mostly in
"Cost of sales" and in "Asset impairments and restructuring charges, net" in the
Unaudited Consolidated Statements of Earnings, Comprehensive Income and Retained
Earnings, in 2020 and 2021 for the closure of this facility. This closure is
projected to result in an estimated annual earnings benefit between $5 million
and $10 million beginning in 2021.
(10)Additional restructuring charge related to a capital project in the AFP
segment that was discontinued in 2016.
For more information regarding asset impairments and restructuring charges, net
see Note 13, "Asset Impairments and Restructuring Charges, Net", to the
Company's unaudited consolidated financial statements in Part I, Item 1 of this
Quarterly Report on Form 10-Q.
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