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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 13, 2022
EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | |
| Delaware | | 1-12626 | | 62-1539359 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | |
| | | | | | | | |
| 200 South Wilcox Drive | |
| Kingsport | Tennessee | 37662 |
| (Address of Principal Executive Offices) | (Zip Code) |
(423) 229-2000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | | | | | | | |
| | ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | |
| | ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | |
| | ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | |
| | ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | EMN | | New York Stock Exchange |
| 1.50% Notes Due 2023 | | EMN23 | | New York Stock Exchange |
| 1.875% Notes Due 2026 | | EMN26 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On September 13, 2022, Eastman Chemical Company, a Delaware corporation (the “Company”), issued a press release providing an update on the Company’s anticipated financial results for the quarter ending September 30, 2022.
The full text of the release is furnished as Exhibit 99.01 to this Current Report on Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 (d) Exhibits
The following exhibits are attached pursuant to Item 9.01(d):
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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, hereunto duly authorized.
| | | | | | | | |
| | | Eastman Chemical Company |
| | By: | /s/ Michelle R. Stewart |
| | Michelle R. Stewart |
| | Vice President, Corporate Controller and Chief Accounting Officer |
| | | Date: September 13, 2022 |
Exhibit 99.01 -- Text of Public Release by the Company Announcing Update on
Third-Quarter 2022 Financial Results
Eastman Provides Update on Third-Quarter 2022 Financial Results
KINGSPORT, Tenn., Sept. 13, 2022 – Eastman Chemical Company (NYSE:EMN) provided an update on its third-quarter 2022 financial results.
Third-quarter 2022 adjusted earnings per share (EPS) are expected to be approximately $2.00. Previous expectations were for solid growth compared to third-quarter 2021 adjusted EPS of $2.46.
“There are three main factors negatively impacting our volume and product mix in the third quarter,” said Mark Costa, Board Chair and CEO. “While demand across some end markets, including agriculture and personal care, is demonstrating resilience, demand has slowed more than expected in August and September, in particular in the consumer durables and building and construction end markets and the European and Asian regions. At the same time, logistics have been challenged by an acceleration of marine logistics issues on the U.S. East Coast, particularly impacting high-value specialty products in Advanced Materials bound for other regions. Operational issues have also impacted volume and product mix, as recovery of our polymer lines from an electricity outage in July at our Kingsport facility took longer than expected,” Costa added.
Commenting on higher costs in the quarter, Costa said, “Certain costs have trended higher than expected and are impacting third-quarter performance, particularly for natural gas in the U.S., which reached a 14-year high during the quarter. A stronger U.S. dollar against a number of currencies, including the euro and the yen, is also negatively impacting results.
“In response to these accelerating challenges and continued uncertainty, we are raising prices where appropriate to offset higher costs and implementing measures to control costs across the company,” Costa said.
“As we close a challenging third quarter, our commitment to our growth programs is unwavering. Our investments have us well positioned as a leading specialty materials company, underpinned by our leadership position in the circular economy,” Costa concluded.
This update to our outlook does not include any impact from the recent rail embargo or the potential for a rail worker strike in the U.S. later this month.
Eastman will announce third-quarter 2022 financial results after the close of U.S. equities markets on Thursday, October 27, and conduct a public teleconference to discuss results at 8:00 a.m. ET on Friday, October 28. Eastman expects to provide a fourth-quarter financial outlook at that time.
Exhibit 99.01 -- Text of Public Release by the Company Announcing Update on
Third-Quarter 2022 Financial Results
Forward-Looking Statements
This news release includes forward-looking statements concerning current expectations and assumptions for future global economic conditions; logistics challenges, supply chain issues for customers and suppliers, and raw material and energy costs; competitive position and acceptance of specialty products in key markets; mix of products sold; cost reductions; and revenue, earnings, adjusted diluted EPS, cash flow, and cash and cash equivalents for full-year 2022. Such expectations and assumptions are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans, and are subject to a number of risks and uncertainties inherent in projecting future conditions, events, and results. Actual results could differ materially from expectations and assumptions expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in the company’s filings with the Securities and Exchange Commission, including the Form 10-K filed for 2021, and the Form 10-Q filed for second-quarter 2022, both of which are available, on the Eastman web site at www.eastman.com in the Investors, SEC filings section. These statements are based on our current beliefs and expectations and speak only as of the date of this release. We do not undertake any obligation to publicly update any forward-looking statements.
Founded in 1920, Eastman is a global specialty materials company that produces a broad range of products found in items people use every day. With the purpose of enhancing the quality of life in a material way, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. The company’s innovation-driven growth model takes advantage of world-class technology platforms, deep customer engagement, and differentiated application development to grow its leading positions in attractive end markets such as transportation, building and construction, and consumables. As a globally inclusive and diverse company, Eastman employs approximately 14,000 people around the world and serves customers in more than 100 countries. The company had 2021 revenue of approximately $10.5 billion and is headquartered in Kingsport, Tennessee, USA. For more information, visit www.eastman.com.
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Contacts:
Media: Tracy Kilgore Addington
Investors: Greg Riddle