Management is responsible for the preparation and integrity of the accompanying consolidated financial statements of Eastman Chemical Company ("Eastman" or the "Company"). Eastman has prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the statements of necessity include some amounts that are based on management's best estimates and judgments.

Eastman's accounting systems include extensive internal controls designed to provide reasonable assurance of the reliability of its financial records and the proper safeguarding and use of its assets. Such controls are based on established policies and procedures, are implemented by trained, skilled personnel with an appropriate segregation of duties, and are monitored through a comprehensive internal audit program. The Company's policies and procedures prescribe that the Company and all employees are to maintain the highest ethical standards and that its business practices throughout the world are to be conducted in a manner that is above reproach.

The accompanying consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who were responsible for conducting their audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Their report is included herein.

The Board of Directors exercises its responsibility for these financial statements through its Audit Committee, which consists entirely of non-management Board members. PricewaterhouseCoopers LLP and the Company's internal auditors have full and free access to the Audit Committee. The Audit Committee meets periodically with PricewaterhouseCoopers LLP and Eastman's Director of Corporate Audit Services, both privately and with management present, to discuss accounting, auditing, policies and procedures, internal controls, and financial reporting matters.


/s/ Mark J. Costa						/s/ William T. McLain, Jr.
Mark J. Costa						William T. McLain, Jr.
Chief Executive Officer						Executive Vice President and
						Chief Financial Officer
February 14, 2024						February 14, 2024

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Eastman Chemical Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Eastman Chemical Company and its subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of earnings, comprehensive income and retained earnings, and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Annual Goodwill Impairment Assessments - Certain Reporting Units in the Additives & Functional Products Segment

As described in Notes 1 and 5 to the consolidated financial statements, the Company's consolidated goodwill balance was $3,646 million as of December 31, 2023, and the goodwill associated with the Additives & Functional Products segment was $2,182 million. Management conducts testing of goodwill for impairment annually in the fourth quarter or more frequently when events and circumstances indicate an impairment may have occurred. Management uses an income approach, specifically a discounted cash flow model, when a quantitative analysis is used in testing the carrying value of goodwill of a reporting unit for impairment. As disclosed by management, key assumptions and estimates used in the Company's goodwill impairment testing included projections of revenues and earnings before interest and taxes (EBIT), the estimated weighted average cost of capital (WACC) and a projected long-term growth rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for certain reporting units in the Additives & Functional Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of revenues and EBIT, the estimated WACC, and the projected long-term growth rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessments, including controls over the valuation of certain reporting units in the Additives & Functional Products segment. These procedures also included, among others (i) testing management's process for developing the fair value estimate of certain reporting units in the Additives & Functional Products segment, (ii) evaluating the appropriateness of the discounted cash flow model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the significant assumptions used by management related to projections of revenues and EBIT, the estimated WACC, and the projected long-term growth rate. Evaluating management's assumptions related to projections of revenues and EBIT and the projected long- term growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external industry reports, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company's discounted cash flow model and (ii) the reasonableness of the estimated WACC assumption.

/s/

February 14, 2024

We have served as the Company's auditor since 1993.

CONSOLIDATED STATEMENTS OF EARNINGS,

COMPREHENSIVE INCOME AND RETAINED EARNINGS


	For years ended December 31,
(Dollars in millions, except per share amounts)	2023	2022	2021
Sales	$	$	$
Cost of sales
Gross profit
Selling, general and administrative expenses
Research and development expenses
Asset impairments and restructuring charges, net
Other components of post-employment (benefit) cost, net		()	()
Other (income) charges, net		()	()
Net (gain) loss on divested businesses	()
Earnings before interest and taxes
Net interest expense
Early debt extinguishment costs
Earnings before income taxes
Provision for income taxes
Net earnings
Less: Net earnings attributable to noncontrolling interest
Net earnings attributable to Eastman	$	$	$

Basic earnings per share attributable to Eastman	$	$	$
Diluted earnings per share attributable to Eastman	$	$	$

Comprehensive Income

Net earnings including noncontrolling interest

Other comprehensive income (loss), net of tax:

Change in cumulative translation adjustment

()

Defined benefit pension and other postretirement benefit plans:

Amortization of unrecognized prior service credits included in net periodic costs

()

Derivatives and hedging:

Unrealized gain (loss) during period

()

Reclassification adjustment for (gains) losses included in net income, net

()

Total other comprehensive income (loss), net of tax

()

Comprehensive income including noncontrolling interest

Less: Comprehensive income attributable to noncontrolling interest

Comprehensive income attributable to Eastman

Retained Earnings

Retained earnings at beginning of period

Net earnings attributable to Eastman

Cash dividends declared

()

Retained earnings at end of period

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	December 31,	December 31,
(Dollars in millions, except per share amounts)	2023	2022
Assets
Current assets
Cash and cash equivalents	$	$
Trade receivables, net of allowance for credit losses
Miscellaneous receivables
Inventories
Other current assets

Total current assets
Properties
Properties and equipment at cost
Less: Accumulated depreciation
Net properties
Goodwill
Intangible assets, net of accumulated amortization
Other noncurrent assets
Total assets	$	$
Liabilities and Stockholders' Equity
Current liabilities
Payables and other current liabilities	$	$
Borrowings due within one year

Total current liabilities
Long-term borrowings
Deferred income tax liabilities
Post-employment obligations
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 12)
Stockholders' equity
Common stock ($ par value per share – shares authorized; shares issued – and on December 31, 2023 and 2022, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss	()	()

Less: Treasury stock at cost ( and shares on December 31, 2023 and 2022, respectively)
Total Eastman stockholders' equity
Noncontrolling interest
Total equity
Total liabilities and stockholders' equity	$	$

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For years ended December 31,
(Dollars in millions)	2023	2022	2021
Operating activities
Net earnings	$	$	$
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Mark-to-market pension and other postretirement benefit plans loss (gain), net			()
Asset impairment charges
Early debt extinguishment costs
(Gain) loss on sale of assets	()

(Gain) loss on divested businesses	()
Provision for (benefit from) deferred income taxes	()	()	()
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
(Increase) decrease in trade receivables			()
(Increase) decrease in inventories		()	()
Increase (decrease) in trade payables	()
Pension and other postretirement contributions (in excess of) less than expenses	()	()	()
Variable compensation payments (in excess of) less than expenses		()
Other items, net
Net cash provided by operating activities
Investing activities
Additions to properties and equipment	()	()	()


Proceeds from sale of businesses
Acquisitions, net of cash acquired	()	()	()

Additions to capitalized software	()	()	()
Other items, net			()
Net cash (used in) provided by investing activities	()		()
Financing activities
Net increase (decrease) in commercial paper and other borrowings	()		()
Proceeds from borrowings
Repayment of borrowings	()	()	()
Dividends paid to stockholders	()	()	()
Treasury stock purchases	()	()	()

Other items, net	()	()
Net cash used in financing activities	()	()	()
Effect of exchange rate changes on cash and cash equivalents		()	()
Net change in cash and cash equivalents			()
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$	$	$

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million and $ million as of December 31, 2023 and 2022, respectively, and are included as a part of "Payables and other current liabilities" and "Other long-term liabilities" in the Consolidated Statements of Financial Position. Contract assets were $ million and $ million as of December 31, 2023 and 2022, respectively, and are included as a component of "Miscellaneous receivables" in the Consolidated Statements of Financial Position.

For additional information, see Note 20, "Segment and Regional Sales Information".

years and the Company's assumptions about remediation requirements at the contaminated site, the nature of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number and financial viability of other potentially responsible parties. Changes in the estimates on which the accruals are based, unanticipated government enforcement action, or changes in health, safety, environmental, and chemical control regulations and testing requirements could result in higher or lower costs.

The Company also establishes reserves for closure and post-closure costs associated with the environmental and other assets it maintains. Environmental assets include but are not limited to waste management units, such as landfills, water treatment facilities, and surface impoundments. When these types of assets are constructed or installed, a loss contingency reserve is established for the anticipated future costs associated with the retirement or closure of the asset based on its expected life and the applicable regulatory closure requirements. The Company recognizes the asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The asset retirement obligations are discounted to expected present value and subsequently adjusted for changes in fair value. These future estimated costs are charged to earnings over the estimated useful life of the assets. If the Company changes its estimate of the environmental asset retirement obligation costs or its estimate of the useful lives of these assets, earnings will be impacted in the period the estimate is changed. The associated estimated asset retirement costs are capitalized as part of the carrying value of the long-lived assets and depreciated over their useful life and charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Environmental costs are capitalized if they extend the life of the related property, increase its capacity, or mitigate the possibility of future contamination. The cost of operating and maintaining environmental control facilities is charged to "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings, as incurred.

For additional information see Note 13, "Environmental Matters and Asset Retirement Obligations".

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million and $ million as of December 31, 2023 and 2022, respectively. The Company does not enter into receivables of a long-term nature, also known as financing receivables, in the normal course of business.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

billion and $ billion, respectively.

The Company works with suppliers to optimize payment terms and conditions on accounts payable to enhance timing of working capital and cash flows. Under a supplier finance program, the Company's suppliers may voluntarily sell receivables due from Eastman to a participating financial institution. Eastman's responsibility is limited to making payments on the terms originally negotiated with suppliers, regardless of whether the suppliers sell their receivables to the financial institution. The range of payment terms Eastman negotiates with suppliers are consistent, regardless of whether a supplier participates in the program. No fees are paid by Eastman for the supplier finance program or services fees. Eastman or the financial institution may terminate the program at any time with immediate effect upon 90 days' notice. Confirmed obligations in the supplier

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million. The divestiture resulted in a $ million gain.

Inventories Other assets Properties, net of accumulated depreciation Goodwill Intangible assets, net of accumulated amortization

Assets divested

Liabilities divested

Payables and other current liabilities Other liabilities

Liabilities divested

Disposal group, net$

Adhesives Resins Divestiture

On April 1, 2022, the Company and certain of its subsidiaries completed the sale of its adhesives resins business, which included hydrocarbon resins (including Eastman Impera™ tire resins), pure monomer resins, polyolefin polymers, rosins and dispersions, and oleochemical and fatty-acid based resins product lines ("adhesives resins"), of its Additives & Functional Products ("AFP") segment. The Company provided certain business transition and post-closing services to the buyer on agreed terms, which were completed in 2022. The business was not reported as a discontinued operation because the sale did not have a major effect on the Company's operations and financial results. Included in the adhesives resins divestiture was the 50 percent interest in a joint venture that has a manufacturing facility in Nanjing, China, which produces Eastotac™ hydrocarbon tackifying resins for pressure-sensitive adhesives, caulks, and sealants.

The total consideration, after post-closing adjustments, was $ million. The divestiture resulted in a $ million loss (including cumulative translation adjustment liquidation of $ million and certain costs to sell of $13 million).

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Inventories Other assets Properties, net of accumulated depreciation Goodwill Intangible assets, net of accumulated amortization Assets divested Liabilities divestedPayables and other liabilities Deferred tax liability Other liabilities Liabilities divested Disposal group, net$

The Company recognized $ million and $ million of transaction costs for the divested business in 2022 and 2021, respectively. Transaction costs are expensed as incurred and are included in "Selling, general and administrative expenses" ("SG&A") in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Rubber Additives Divestiture

On November 1, 2021, the Company and certain of its subsidiaries completed the sale of its rubber additives (including Crystex™ insoluble sulfur and Santoflex™ antidegradants) and other product lines and related assets and technology of the global tire additives business ("rubber additives") of its AFP segment. The sale did not include the Eastman Impera™ and other performance resins product lines of the tire additives business. The Company provided certain business transition and post-closing services to the buyer on agreed terms, which were completed in 2022. The business was not reported as a discontinued operation because the sale did not have a major effect on the Company's operations and financial results.

The total consideration, after post-closing adjustments and ongoing agreements through October 2027, was $ million. The divestiture resulted in a $ million loss (including cumulative translation adjustment liquidation of $ million and certain costs to sell of $7 million), of which $ million was recorded in 2022.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Inventories Other assets Properties, net of accumulated depreciation Goodwill Intangible assets, net of accumulated amortization Assets divested Liabilities divestedPayables and other liabilities Post-employment obligations Other liabilities Liabilities divested Disposal group, net$

Separately, the Company recognized $ million and $ million of transaction costs for the divested business in 2022 and 2021, respectively. Transaction costs are expensed as incurred and are included in SG&A in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

$ Work in process Raw materials and supplies Total inventories at FIFO or average cost Less: LIFO reserve Total inventories$ $

Inventories valued on the LIFO method were approximately percent of total inventories at both December 31, 2023 and 2022.

$ Buildings Machinery and equipment Construction in progress Properties and equipment at cost$ $ Less: Accumulated depreciation Net properties$ $

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million, $ million, and $ million for 2023, 2022, and 2021, respectively.

Cumulative construction-period interest of $ million and $ million, reduced by accumulated depreciation of $ million and $ million, is included in net properties at December 31, 2023 and 2022, respectively.

Eastman capitalized $ million, $ million, and $ million of interest in 2023, 2022, and 2021, respectively.

$ $ $ $

Acquisitions (1)

Currency translation and other adjustments

()()() ()

Balance at December 31, 2022

$ $ $ $ $

Adjustments to net goodwill resulting from reorganization (2)

() Acquisition

Divestiture

() ()

Currency translation and other adjustments

Balance at December 31, 2023

$ $ $ $ $

The reported balance of goodwill included accumulated impairment losses of $ million, $ million, and $ million in the AFP segment, CI segment, and other segments, respectively, at both December 31, 2023 and 2022.

The carrying amounts of intangible assets follow:-$ $ $ $ $ $ Technology- Other- Indefinite-lived intangible assets:Tradenames — — Other — — Total identified intangible assets$ $ $ $ $ $

Amortization expense of definite-lived intangible assets was $ million, $ million, and $ million for 2023, 2022, and 2021, respectively. Estimated amortization expense for future periods is $ million in 2024, $ million in 2025 and 2026, and $ million in 2027 and 2028.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

percent or less interest in joint ventures which are accounted for under the equity method. As of December 31, 2023 and 2022, these include a joint venture with a percent interest for the manufacture of compounded cellulose diacetate ("CDA") in Shenzhen, China. CDA is a bio-derived material, which is used in various injection molded applications, including but not limited to ophthalmic frames, tool handles, and other end-use products. The Company owns a percent interest in a joint venture with China National Tobacco Corporation that manufactures acetate tow in Hefei, China. These joint ventures also include a percent interest in a joint venture that is building a manufacturing facility in Kingsport, Tennessee. The Kingsport facility will produce acetylated wood. At December 31, 2023 and 2022, the Company's total equity investments was $ million and $ million, respectively, included in "Other noncurrent assets" in the Consolidated Statements of Financial Position.

$ Accrued payrolls, vacation, and variable-incentive compensation Accrued taxes Post-employment obligations Dividends payable to stockholders Other Total payables and other current liabilities$ $

The "Other" above consists primarily of accruals for the current portion of operating lease liabilities, interest payable, hedging liabilities, and miscellaneous accruals.

$ $ Outside the United States Total$ $ $ Provision for income taxes United States Federal Current$ $ $ Deferred()() Outside the United StatesCurrent Deferred()()()State and otherCurrent Deferred()()()Total$ $ $

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ Defined benefit pension and other postretirement benefit plans()()()Derivatives and hedging()() Total$()$()$

$ $ Other comprehensive income()() Total$ $ $

$$State income taxes, net()()()Foreign rate variance()()()Change in reserves for tax contingencies()General business credits()()()U.S. tax on foreign earnings, net of credits()DivestituresTax law changes and tax loss from outside-U.S. entity reorganizations()OtherProvision for income taxes$$$Effective income tax rate % % %

The 2023 provision for income taxes includes an increase related to uncertain tax positions, a decrease related to general business credits, and a decrease related to the foreign rate variance due to the Company's mix of earnings.

The 2022 provision for income taxes includes decreases related to general business credits and the release of a state valuation allowance, offset by the impacts of the business divestitures.

The 2021 provision for income taxes includes decreases related to uncertain tax positions, the foreign rate variance due to the Company's mix of earnings, and general business credits, offset by the impacts of the divestiture of rubber additives.

Income tax incentives, in the form of tax holidays, have been granted to the Company in certain jurisdictions to attract investment and encourage industrial development. The expiration of these tax holidays varies by country. The tax holidays are conditional on the Company meeting certain requirements, including employment and investment thresholds; determination of compliance with these conditions may be subject to challenge by tax authorities in those jurisdictions. No individual tax holiday had a material impact to the Company's earnings in 2023, 2022, or 2021.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ Net operating loss carryforwards Tax credit carryforwards Environmental contingencies Capitalized research and development expenses Other Total deferred tax assets Less: Valuation allowance Deferred tax assets less valuation allowance$ $ Deferred tax liabilities Property, plant, and equipment$()$()Intangible assets()()Investments()()

Deferred gain

()()Other()()Total deferred tax liabilities$()$()Net deferred tax liabilities$()$()As recorded in the Consolidated Statements of Financial Position: Other noncurrent assets$ $ Deferred income tax liabilities()()Net deferred tax liabilities$()$()

All foreign earnings, with the exception of short-term liquid assets on certain foreign subsidiaries, including basis differences, continue to be considered indefinitely reinvested. As of December 31, 2023, unremitted earnings of subsidiaries outside the U.S. totaled approximately $ billion of which a substantial portion has already been subject to U.S. tax. The Company has not determined the deferred tax liability associated with these unremitted earnings and basis differences, as such determination is not practicable.

At December 31, 2023, foreign net operating loss carryforwards totaled $ billion. Of this amount, $ million will expire in to years and $ billion of the carryforwards have no expiration date. A valuation allowance of approximately $ million has been provided against such net operating loss carryforwards and other foreign deferred income tax balances.

At December 31, 2023, there were federal net operating loss carryforwards available to offset future taxable income. At December 31, 2023, foreign tax credit carryforwards of approximately $ million were available to reduce possible future U.S. income taxes, which expire from 2024 to 2033. As a result of the 2017 Tax Cuts and Jobs Act ("Tax Reform Act"), the Company may no longer be able to utilize certain U.S. foreign tax credit carryforwards. A valuation allowance of $ million has been established on a portion of deferred tax assets as of December 31, 2023.

A partial valuation allowance of $ million has been established for the Solutia, Inc. ("Solutia") state net operating loss carryforwards. The valuation allowance will be retained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized, or the related statute expires.

The Tax Reform Act eliminated the option to deduct research and development ("R&D") expenses in the period incurred and requires R&D expenses to be capitalized and amortized beginning in 2022.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ Payables and other current liabilities$ $ Other long-term liabilities Total income taxes payable$ $

$ $ Adjustments based on tax positions related to current year Adjustments based on tax positions related to prior years Lapse of statute of limitations() ()Settlements() ()

Balance at December 31 (1)

$ $ $

(1)Approximately $ million of the unrecognized tax benefits as of December 31, 2023, would, if recognized, impact the Company's effective tax rate.

A reconciliation of the beginning and ending amounts of accrued interest related to unrecognized tax positions is as follows:


(Dollars in millions)	2023	2022	2021
Balance at January 1	$	$	$
Expense for interest, net of tax
Income for interest, net of tax			()
Balance at December 31	$	$	$

Accrued penalties related to unrecognized tax positions were immaterial as of December 31, 2023, 2022, and 2021.

Eastman files federal income tax returns in the U.S. and income tax returns in various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2017. With few exceptions, Eastman is no longer subject to foreign, state, and local income tax examinations by tax authorities for years before 2015. Solutia and related subsidiaries are no longer subject to state and local income tax examinations for years before 2002.

It is reasonably possible that, as a result of the resolution of federal, state, and foreign examinations and appeals, and the expiration of various statutes of limitation, unrecognized tax benefits could decrease within the next twelve months by up to $ million.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

% notes due (1)$ $

% debentures due

% notes due

% notes due (1)

% debentures due

% notes due

% notes due (2)

% notes due

2024 Term Loan

2027 Term Loan

Commercial paper and short-term borrowings

Total borrowings

Less: Borrowings due within one year

Long-term borrowings

$ $

(1)The carrying value of the euro-denominated 1.50% notes due May 2023 and 1.875% notes due November 2026 fluctuates with changes in the euro to U.S. dollar exchange rate. The carrying value of these euro-denominated borrowings have been designated as non-derivative net investment hedges of a portion of the Company's net investments in euro functional-currency denominated subsidiaries to offset foreign currency fluctuations.

(2)Net proceeds from the bond issuance will be used to finance or refinance existing and future eligible green investment initiatives which contribute to Eastman's environmental sustainability strategy (a green bond).

In 2023, the Company issued $ million aggregate principal amount of 5.75% notes due March 2033 in a registered public offering (the "2023 Notes"). Net proceeds from the 2023 Notes were allocated to eligible projects to advance Eastman's sustainability goals of mitigating climate change, mainstreaming circular economy, and caring for society. Proceeds from the sale of the notes, net of original issue discounts, and issuance costs were $ million. Additionally, the Company repaid the 1.5% notes due May 2023, of which $ million, including the foreign currency impact, was repaid from a combination of available cash and debt proceeds. There were no debt extinguishment costs associated with the repayment of this debt. Total consideration for this redemption is reported under financing activities on the Consolidated Statements of Cash Flows.

Credit Facility, Term Loans, and Commercial Paper Borrowings

The Company has access to a $ billion revolving credit agreement (the "Credit Facility") that was amended in March 2023. The amendment replaced the London Interbank Offered Rate-based ("LIBOR") reference interest rate option with a reference interest rate option based upon Term Secured Overnight Financing Rate ("SOFR") (as defined in the Credit Facility). All other material terms of the Credit Facility remain unchanged. Borrowings under the Credit Facility are subject to interest at varying spreads above quoted market rates and a commitment fee is paid on the total unused commitment. The Credit Facility includes sustainability-linked pricing terms, provides available liquidity for general corporate purposes, and supports commercial paper borrowings. Commercial paper borrowings are classified as short-term. At December 31, 2023 and 2022, the Company had outstanding borrowings under the Credit Facility. At December 31, 2023, the Company had outstanding commercial paper borrowings. At December 31, 2022, the Company's commercial paper borrowings were $ million with a weighted average interest rate of %.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million under a delayed draw two-year term loan (the "2024 Term Loan"), which was executed in fourth quarter 2022. As of December 31, 2023 the 2024 Term Loan balance outstanding was $ million with a variable interest rate of %. In 2022, the Company borrowed $ million under a five-year term loan agreement (the "2027 Term Loan"). The 2027 Term Loan balance outstanding was $ million at both December 31, 2023 and December 31, 2022, with a variable interest rate of % and %, respectively. Borrowings under the 2024 Term Loan and 2027 Term Loan are subject to interest at varying spreads above quoted market rates.

The Credit Facility, the 2024 Term Loan, and the 2027 Term Loan contain customary covenants, including requirements to maintain certain financial ratios, that determine the events of default, amounts available, and terms of borrowings. The Company was in compliance with all applicable covenants at both December 31, 2023 and 2022.

Fair Value of Borrowings

Eastman has classified its total borrowings at December 31, 2023 and 2022 under the fair value hierarchy as defined in the accounting policies in Note 1, "Significant Accounting Policies". The fair value for fixed-rate debt securities is based on quoted market prices for the same or similar debt instruments and is classified as Level 2. The fair value for the Company's other borrowings, under the Term Loans and commercial paper, equals the carrying value and is classified as Level 2. At December 31, 2023 and 2022, the fair value of total borrowings was $ billion and $ billion, respectively. The Company had borrowings classified as Level 1 or Level 3 as of December 31, 2023 and 2022.

Subsequent Actions

million principal) using available cash. There were no debt extinguishment costs associated with the repayment of this debt.

10.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million was recorded in AOCI and was primarily recognized in earnings in 2023 as the underlying forecasted transactions impacted earnings.

Commodity Hedging

Certain raw material and energy sources used by Eastman, as well as sales of certain commodity products by the Company, are subject to price volatility caused by weather, supply and demand conditions, economic variables and other unpredictable factors. This volatility is primarily related to the market pricing of benzene, ethane, ethylene, natural gas, paraxylene, and propane. In order to mitigate expected fluctuations in market prices, from time to time, the Company enters into option and forward contracts and designates these contracts as cash flow hedges. The Company currently hedges commodity price risks using derivative financial instrument transactions within a rolling three year period. The Company weights its hedge portfolio more heavily in the first year with declining coverage over the remaining periods.

Interest Rate Hedging

Eastman's policy is to manage interest expense using a mix of fixed and variable rate debt. To manage interest rate risk effectively, the Company, from time to time, enters into cash flow interest rate derivative instruments, primarily forward starting swaps and treasury locks, to hedge the Company's exposure to movements in interest rates prior to anticipated debt offerings. These instruments are designated as cash flow hedges.

In 2022, the Company settled the notional amount of $ million associated with the 2022 forward starting interest rate swap, resulting in a cash gain of $ million which is included as part of operating activities in the Consolidated Statements of Cash Flows. The recognized gain from cash flow hedges of $ million is included within "Net interest expense" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings and the unrecognized gain of $ million from cash flow hedges is included in AOCI on the Consolidated Statements of Financial Position.

Fair Value Hedges

Fair value hedges are defined as derivative or non-derivative instruments designated as and used to hedge the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk. The derivative instruments that are designated and qualify as fair value hedges are reported as "Long-term borrowings" on the Consolidated Statements of Financial Position at fair value and the changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the anticipated fair value of the underlying exposures being hedged. The net of the change in the hedge instrument and item being hedged for qualifying fair value hedges is recognized in earnings in the same period or periods during which the hedged transaction affects earnings. Cash flows from fair value hedges are classified as operating activities in the Consolidated Statements of Cash Flows.

Interest Rate Hedging

Eastman's policy is to manage interest expense using a mix of fixed and variable rate debt. To manage the Company's mix of fixed and variable rate debt effectively, from time to time, the Company enters into interest rate swaps in which the Company agrees to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. These swaps are designated as hedges of the fair value of the underlying debt obligations and the interest rate differential is reflected as an adjustment to interest expense over the life of the swaps.

Net Investment Hedges

Net investment hedges are defined as derivative or non-derivative instruments designated as and used to hedge the foreign currency exposure of the net investment in certain foreign operations. The net of the change in the hedge instrument and item being hedged for qualifying net investment hedges is reported as a component of the "Cumulative Translation Adjustment" ("CTA") within AOCI located in the Consolidated Statements of Financial Position. Cash flows from the CTA component are classified as operating activities in the Consolidated Statements of Cash Flows. Recognition in earnings of amounts previously recognized in CTA is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. In the event of a complete or substantially complete liquidation of the net investment, cash flows from net investment hedges are classified as investing activities in the Consolidated Statements of Cash Flows.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million (€ million) maturing March 2033 and $ million (¥ billion) maturing March 2025.

In third quarter 2023, Eastman entered into fixed-to-fixed cross-currency swaps of $ million (€ million) maturing March 2025 and $ million (€ million) maturing December 2028. Additionally, Eastman voluntarily terminated and reentered into fixed-to-fixed cross-currency swaps of $ million (€ million terminated; € million reentered) maturing March 2025, $ million (€ million terminated; € million reentered) maturing December 2028, and $ million (¥ billion terminated; ¥ billion reentered) maturing March 2025.

The termination of cross-currency swaps in third quarter 2023 resulted in a $ million gain recognized in CTA. The related cash flows were classified as investing activities in the Consolidated Statements of Cash Flows.

In 2022, the Company terminated fixed-to-fixed cross-currency swaps designated to hedge a portion of its net investment in a euro functional currency denominated subsidiary against foreign currency fluctuations. The notional amount terminated was € million ($ million) which was scheduled to mature in August 2022. The termination resulted in a $ million gain recognized in CTA. The related cash flows were classified as investing activities in the Consolidated Statements of Cash Flows.

In January 2024, in conjunction with the repayment of the 7.25% notes due January 2024, the Company terminated fixed-to-fixed cross-currency swaps of $190 million (€165 million) maturing January 2024.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

€Commodity Forward and Collar ContractsEnergy (in million british thermal units) Derivatives designated as fair value hedges:Fixed-for-floating interest rate swaps (in millions)$$Derivatives designated as net investment hedges:Cross-currency interest rate swaps (in millions)EUR/USD (in EUR)€€JPY/USD (in JPY)¥ Non-derivatives designated as net investment hedges:Foreign Currency Net Investment Hedges (in millions)EUR/USD (in EUR)€€

Fair Value Measurements

For additional information on fair value measurement, see Note 1, "Significant Accounting Policies".

All the Company's derivative assets and liabilities are currently classified as Level 2. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs that are derived from or corroborated by observable market data such as interest rate yield curves and currency spot and forward rates. The fair value of commodity contracts is derived using forward curves supplied by an industry recognized and unrelated third party. In addition, on an ongoing basis, the Company compares a subset of its valuations against valuations received from the counterparties to validate the accuracy of its standard pricing models. The Company had derivatives classified as Level 1 or Level 3 as of December 31, 2023 or December 31, 2022. Counterparties to these derivative contracts are highly rated financial institutions which the Company believes carry minimal risk of nonperformance and the Company diversifies its positions among such counterparties to reduce its exposure to counterparty risk and credit losses. The Company monitors the creditworthiness of its counterparties on an ongoing basis. The Company did not realize a credit loss during the years ended December 31, 2023 or 2022.

All the Company's derivative contracts are subject to master netting arrangements, or similar agreements, which provide for the option to settle contracts on a net basis when they settle on the same day and in the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event. The Company does not have any cash collateral due under such agreements.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ Derivatives designated as fair value hedges:Fixed-for-floating interest rate swapOther current assets Derivatives designated as net investment hedges:Cross-currency interest rate swapsOther current assets Cross-currency interest rate swapsOther noncurrent assets Total Derivative Assets$ $ Derivatives designated as cash flow hedges:Commodity contractsPayables and other current liabilities$ $ Foreign exchange contractsPayables and other current liabilities Foreign exchange contractsOther long-term liabilities Derivatives designated as fair value hedges:Fixed-for-floating interest rate swapLong-term borrowings Derivatives designated as net investment hedges:Cross-currency interest rate swapsOther long-term liabilities Total Derivative Liabilities$ $ Total Net Derivative Assets (Liabilities) $()$

In addition to the fair value associated with derivative instruments designated as cash flow hedges, fair value hedges, and net investment hedges noted in the table above, the Company had a carrying value of $ million and $ billion associated with non-derivative instruments designated as foreign currency net investment hedges as of December 31, 2023 and 2022, respectively. The designated foreign currency-denominated borrowings are included as part of "Long-term borrowings" within the Consolidated Statements of Financial Position.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

)$ )$()$ $(10)$36 $20 Foreign exchange contracts()() 12 45 (7)Forward starting interest rate and treasury lock swap contracts (3)(6)(9)Non-derivatives in net investment hedging relationships (pre-tax):Net investment hedges() — — — Derivatives in net investment hedging relationships (pre-tax):Cross-currency interest rate swaps() — — — Cross-currency interest rate swaps excluded component()()()— — —

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $ $ $ $ The effects of fair value and cash flow hedging:Gain or (loss) on fair value hedging relationships:Interest contracts (fixed-for-floating interest rate swaps):Hedged items Derivatives designated as hedging instruments()()()Gain or (loss) on cash flow hedging relationships:Interest contracts (forward starting interest rate and treasury lock swap contracts):Amount reclassified from AOCI into earnings(3)(6)(9)Commodity Contracts:Amount reclassified from AOCI into earnings(10)36 20 Foreign Exchange Contracts:Amount reclassified from AOCI into earnings12 45 (7)

The Company enters into foreign exchange derivatives denominated in multiple currencies which are transacted and settled in the same quarter. These derivatives are not designated as hedges due to the short-term nature and the gains or losses on these derivatives are marked-to-market in the line item "Other (income) charges, net" of the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings. The Company recognized a net loss of $ million in 2023, a net loss of $ million in 2022, and gain or loss in 2021 on these derivatives.

Pre-tax monetized positions and MTM gains and losses from raw materials and energy, currency, and certain interest rate hedges that were included in AOCI included losses of $ million at December 31, 2023 and gains of $ million at December 31, 2022. The change in AOCI in 2023 compared to 2022 are primarily as a result of an increase in foreign currency exchange rates, particularly the euro. If realized, approximately $ million in pre-tax losses will be reclassified into earnings during the next 12 months, including foreign exchange contracts prospectively dedesignated and monetized in 2022.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

11.

percent of their eligible compensation for the 2023 plan year. Employees may allocate contributions to other investment funds within the EIP from the ESOP at any time without restrictions. Allocated shares in the ESOP totaled ; ; and shares as of December 31, 2023, 2022, and 2021, respectively. Dividends on shares held by the EIP/ESOP are charged to retained earnings. All shares held by the EIP/ESOP are treated as outstanding in computing earnings per share ("EPS").

In 2006, the Company amended its EIP/ESOP to provide a Company match of percent of the first percent of an employee's compensation contributed to the plan for employees who are hired on or after January 1, 2007. Employees who are hired on or after January 1, 2007, are also eligible for the contribution to the ESOP as described above.

Charges for domestic contributions to the EIP/ESOP were $ million, $ million, and $ million for 2023, 2022, and 2021, respectively.

Defined Benefit Pension Plans and Other Postretirement Benefit Plans

Pension Plans

Eastman maintains defined benefit pension plans that provide eligible employees with retirement benefits.

Effective January 1, 2000, the Company's Eastman Retirement Assistance Plan, a U.S. defined benefit pension plan, was amended. Employees' accrued pension benefits earned prior to January 1, 2000 are calculated based on previous plan provisions using the employee's age, years of service, and final average compensation as defined in the plans. The amended plan uses a pension equity formula to calculate an employee's retirement benefits from January 1, 2000 forward. Benefits payable will be the combined pre-2000 and post-1999 benefits. Employees hired on or after January 1, 2007 are not eligible to participate in Eastman's U.S. defined benefit pension plans.

Benefits are paid to employees from trust funds. Contributions to the trust funds are made as permitted by laws and regulations. The pension trust funds do not directly own any of the Company's common stock.

Pension coverage for employees of Eastman's non-U.S. operations is provided, to the extent deemed appropriate, through separate plans. The Company systematically provides for obligations under such plans by depositing funds with trustees, under insurance policies, or by book reserves.

Other Postretirement Benefit Plans

Under its other postretirement benefit plans in the U.S., Eastman provides life insurance for eligible retirees hired prior to January 1, 2007. Company funding is also provided for eligible Medicare retirees hired prior to January 1, 2007 with a health reimbursement arrangement. A few of the Company's non-U.S. operations have supplemental health benefit plans for certain retirees, the cost of which is not significant to the Company.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $ Service cost Interest cost

Actuarial loss (gain)

()()()()Curtailment gain () Settlement ()() Plan participants' contributions Effect of currency exchange () Benefits paid()()()()()()Benefit obligation, end of year$ $ $ $ $ $ Change in plan assets:Fair value of plan assets, beginning of year$ $ $ $ $ $ Actual return on plan assets ()() ()Effect of currency exchange () Company contributions Reserve for third party contributions () Plan participants' contributions Benefits paid()()()()()()Settlements ()() Fair value of plan assets, end of year$ $ $ $ $ $ Funded status at end of year$()$()$()$()$()$()Amounts recognized in the Consolidated Statements of Financial Position consist of:Other noncurrent assets$ $ $ $ $ $ Current liabilities() () ()()Post-employment obligations()()()()()()Net amount recognized, end of year$()$()$()$()$()$()Accumulated benefit obligation$ $ $ $ Amounts recognized in accumulated other comprehensive income consist of:Prior service (credit) cost$ $()$ $()$()$()

Actuarial losses in the projected benefit obligations for the pension plans in 2023 were primarily due to lower discount rates. Actuarial gains in benefit obligations for the postretirement benefit plans in 2023 were primary due to changes in actuarial assumptions partially offset by lower discount rates. Actuarial gains in the projected benefit obligations for 2022 were primarily due to higher discount rates.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ Fair value of plan assets

Postretirement benefit plans with accumulated benefit obligations in excess of plan assets are $ million and $ million at December 31, 2023 and 2022, respectively. The plans have no assets.

$ $ $ $ $ $ $ $ Interest cost Expected return on plan assets()()()()()()()()()Amortization of:Prior service (credit) cost ()()()()

Mark-to-market pension and other postretirement benefits loss (gain), net (1)

()()()()()Net periodic benefit (credit) cost$ $ $ $ $()$()$()$()$()Other changes in plan assets and benefit obligations recognized in other comprehensive income:Curtailment gain $ $ $ $()$ $ $ $ $ Amortization of:Prior service (credit) cost ()()()()Total$ $ $ $()$ $()$()$()$()

(1)Includes a curtailment in 2022 triggered by the sale of the adhesives resins business which is included in "Other components of post-employment (benefit) cost, net" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

In 2022, subsequent to the adhesives resins divestiture, the Company retained pension liabilities of certain plan participants. As such, the status of those participants changed in a Non-U.S. pension plan which triggered a curtailment and an interim MTM remeasurement of the impacted Non-U.S. pension plan's assets and liabilities. A curtailment gain of $ million, including $ million reduction in the pension benefit obligation and $ million of prior service credits recognized immediately, and a MTM gain of $ million were recognized in 2022.

Settlements are triggered in a plan when distributions exceed the sum of service cost and interest cost of the respective plan. Lump sum payments from a U.S. pension plan resulted in a plan settlement in second quarter 2022. The settlement was not material. However, the settlement triggered an interim remeasurement of the impacted U.S. pension plan's assets and liabilities and, as such, the Company recognized a MTM loss of $ million in 2022.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

% % % % % % % % %Interest crediting rate %N/A %N/A %N/AN/AN/AN/ARate of compensation increase % % % % % %N/AN/AN/AHealth care cost trendInitial % % %Decreasing to ultimate trend of % % %in year

Weighted-average assumptions used to determine net periodic cost for years ended December 31:

U.S.Non-U.S.U.S.Non-U.S.U.S.Non-U.S.Discount rate % % % % % % % % %Discount rate for service cost % % % % % %N/AN/A %Discount rate for interest cost % % % % % % % % %Expected return on assets % % % % % % % % %Rate of compensation increase % % % % % %N/AN/AN/AInterest crediting rate %N/A %N/A %N/AN/AN/AN/AHealth care cost trendInitial % % %Decreasing to ultimate trend of % % %in year

The Company calculates service and interest cost components of net periodic benefit costs for its significant defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve to the plans' projected cash flows.

The fair value of plan assets for the U.S. pension plans at December 31, 2023 and 2022 was $ billion and $ billion, respectively, while the fair value of plan assets at December 31, 2023 and 2022 for non-U.S. pension plans was $ million and $ million, respectively. At December 31, 2023 and 2022, the expected weighted-average long-term rate of return on U.S. pension plan assets was percent and percent, respectively. The expected weighted-average long-term rate of return on non-U.S. pension plans assets was percent and percent at December 31, 2023 and 2022, respectively.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $ $ $

Public Equity - United States (2)

Other Investments (3)

Total Assets at Fair Value$ $ $ $ $ $ $ $

Investments Measured at Net Asset Value (4)

Total Assets$ $

(Dollars in millions)

Fair Value Measurements at December 31, 2022

Description

Total Fair Value

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs
(Level 3)

Pension Assets:

U.S.

Non-U.S.

U.S.

Non-U.S.

U.S.

Non-U.S.

U.S.

Non-U.S.

Cash and Cash Equivalents (1)

Public Equity - United States (2)

Other Investments (3)

Total Assets at Fair Value

Investments Measured at Net Asset Value (4)

Total Assets

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Public Equity - United States: Common stock equity securities which are primarily valued using a market approach based on the quoted market prices.

(3)Other Investments: Primarily consist of insurance contracts which are generally valued using a crediting rate that approximates market returns and investments in underlying securities whose market values are unobservable and determined using pricing models, discounted cash flow methodologies, or similar techniques.

(4)Investments Measured at Net Asset Value: The underlying debt, public equity, and public real asset investments in this category are generally held in common trust funds, which are either actively or passively managed investment vehicles, that are valued at the net asset value per unit/share multiplied by the number of units/shares held as of the measurement date. The other alternative investments in this category are valued under the practical expedient method which is based on the most recently reported net asset value provided by the management of each private investment fund, adjusted as appropriate, for any lag between the date of the financial reports and the measurement date.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $

Debt (2):

Fixed Income (U.S.) Fixed Income (Non-U.S.) Total$ $ $ $

(Dollars in millions)

Fair Value Measurements at

December 31, 2022

Description

Total Fair Value

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)

Postretirement Benefit Plan Assets:

Cash and Cash Equivalents (1)

Debt (2):

Fixed Income (U.S.)

Fixed Income (Non-U.S.)

Total

(1)Cash and Cash Equivalents: Funds generally invested in actively managed collective trust funds or interest bearing accounts.

(2)Debt: The fixed income securities are primarily valued upon a market approach, using matrix pricing and considering a security's relationship to other securities for which quoted prices in an active market may be available, or an income approach, converting future cash flows to a single present value amount. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmark yields, and base spreads.

Unrealized losses()

Balance at December 31, 2022

Unrealized gains

Purchases, issuances, sales, and settlements

Balance at December 31, 2023

(1)Primarily consists of insurance contracts.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

%%%%%%%%%Debt securities%%%%%%%%%Real estate%%%%%%%%%

Other investments (1)

%%%%%%%%%Total%%%%%%%%%

(1)U.S. primarily consists of private equity and natural resource and energy related limited partnership investments and public real assets. Non-U.S. primarily consists of annuity contracts and alternative investments.

Investment Strategy

Eastman's investment strategy for its defined benefit pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to meet or exceed the plan's actuarially assumed long-term rate of return and to minimize the cost of providing pension benefits. A periodic asset/liability study is conducted in order to assist in the determination and, if necessary, modification of the appropriate long-term investment policy for the plan. The investment policy establishes a target allocation range for each asset class and the fund is managed within those ranges. The plans use a number of investment approaches including investments in equity, real estate, and fixed income funds in which the underlying securities are marketable in order to achieve this target allocation. The plans also invest in private equity and other funds. Diversification is created through investments across various asset classes, geographies, fund managers, and individual securities. This investment process is designed to provide for a well-diversified portfolio with no significant concentration of risk. The investment process is monitored by an investment committee that includes senior management.

Eastman's investment strategy for its VEBA trust is to invest in intermediate-term, well diversified, high quality investment instruments, with a primary objective of capital preservation.

The expected rate of return for all plans was determined primarily by modeling the expected long-term rates of return for the categories of investments held by the plans and the targeted allocation percentage against various potential economic scenarios.

The Company made contributions to its U.S. defined benefit pension plans in 2023 or 2022. For 2024 calendar year, there are no minimum required cash contributions for the U.S. defined benefit pension plans under the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended.

Benefit payments are made using a combination of plan assets and cash payments. Most of the Company's pension plans have plan assets that predominately cover pension benefit obligations. $ $ 2025 2026 2027 2028

2029-2033

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

12.

million of assets previously classified as lease intangibles and $ million and $ million of prepaid lease assets, respectively. Operating lease liabilities are included as a part of "Payables and other current liabilities" and "Other long-term liabilities" on the Consolidated Statements of Financial Position. As of December 31, 2023, financing leases were not material to the Company's financial statements.

2025 2026 2027 2028 2029 and beyond Total lease payments Less: amounts of lease payments representing interest Present value of future lease payments Less: current obligations under leases52 Long-term lease obligations$120

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$$Short-term lease costsSublease income()()()Total$$$

$$Right-to-use assets obtained in exchange for new lease liabilities$$$Weighted-average remaining lease term, in yearsWeighted-average discount rate % % %

Debt and Other Commitments

$ $ $ $ $ $ 2025 2026 2027

2028

2029 and beyond

Total$ $ $ $ $ $ $

Estimated future payments of debt securities assumes the repayment of principal upon stated maturity, and actual amounts and the timing of such payments may differ materially due to repayment or other changes in the terms of such debt prior to maturity.

Eastman had various purchase obligations at December 31, 2023 totaling approximately $ billion over a period of approximately years for materials, supplies, and energy incident to the ordinary conduct of business.

Amounts in other liabilities represent the current estimated cash payments required to be made by the Company primarily for pension and other postretirement benefits, accrued compensation benefits, environmental loss contingency estimates, uncertain tax liabilities, and commodity and foreign exchange hedging in the periods indicated. Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, management is unable to determine the timing of payments related to uncertain tax liabilities and these amounts are included in the "2029 and beyond" line item.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

with maximum potential future payments of approximately $ million in the aggregate, with none of these guarantees being individually significant to the Company's operating results, financial position, or liquidity. Management's current expectation is that future payment or performance related to non-performance under other guarantees is remote. Eastman has letters of credit and surety bonds of approximately $ million as of December 31, 2023 to support commitments made in the ordinary course of business. The Company does not expect that any claims against or draws on these instruments would have a material adverse effect on the Company.

13.

$ Environmental contingencies, long-term274 264 Total$ $

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million to the maximum of $ million and from the best estimate or minimum of $ million to the maximum of $ million at December 31, 2023 and 2022, respectively. The best estimate or minimum estimated future environmental expenditures are considered to be probable and reasonably estimable.

Costs of certain remediation projects included in the environmental reserve are subject to a cost-sharing arrangement with Monsanto Company ("Monsanto") under the provisions of the Amended and Restated Settlement Agreement effective February 28, 2008 (the "Effective Date"), into which Solutia entered with Monsanto upon its emergence from bankruptcy (the "Monsanto Settlement Agreement"). Under the provisions of the Monsanto Settlement Agreement, Solutia, which became a wholly-owned subsidiary of Eastman on July 2, 2012, shares responsibility with Monsanto for remediation at certain locations outside of the boundaries of plant sites in Anniston, Alabama and Sauget, Illinois (the "Shared Sites"). Solutia is responsible for the funding of environmental liabilities at the Shared Sites up to a total of $ million from the Effective Date. If remediation costs for the Shared Sites exceed this amount, such costs will thereafter be shared equally between Solutia and Monsanto. Including payments by Solutia prior to its acquisition by Eastman, $ million had been paid for costs at the Shared Sites as of December 31, 2023. As of December 31, 2023, an additional $ million has been recognized for estimated future remediation costs at the Shared Sites, over a period of approximately 30 years.

Reserves for environmental remediation include liabilities expected to be paid within approximately years. Eastman has letters of credit of approximately $ million to support certain environmental matters. The Company does not expect that any claims against or draws on these instruments would have a material adverse effect on the Company. The amounts charged to pre-tax earnings for environmental remediation and related charges are recognized in "Cost of sales" and "Other (income) charges, net" on the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings.

Changes in the reserves for environmental remediation liabilities during 2023 and 2022 are summarized below: Changes in estimates recognized in earnings and other Cash reductions()

Balance at December 31, 2022

Changes in estimates recognized in earnings and other Cash reductions()

Balance at December 31, 2023

Environmental Asset Retirement Obligations

An asset retirement obligation is an obligation for the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development, or normal operation of that long-lived asset. Environmental asset retirement obligations consist primarily of closure and post-closure costs. For sites that have environmental asset retirement obligations, the best estimate recognized to date for these environmental asset retirement obligation costs was $ million and $ million at December 31, 2023 and December 31, 2022, respectively.

Other

Eastman's cash expenditures related to environmental protection and improvement were $ million, $ million, and $ million in 2023, 2022, and 2021, respectively, and include operating costs associated with environmental protection equipment and facilities, engineering costs, and construction costs. The cash expenditures above include environmental capital expenditures of approximately $ million, $ million, and $ million in 2023, 2022, and 2021, respectively.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

million at both December 31, 2023 and 2022, and are included in "Other long-term liabilities" on the Consolidated Statements of Financial Position.

14.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

15.

$ $ $()$()$ $ $ Net Earnings

Cash Dividends (1)

() () ()Other Comprehensive (Loss)

Share-Based Compensation Expense (2)

Stock Option Exercises

Other (3)

() () ()

Share Repurchase (4)

() ()() ()Distributions to noncontrolling interest ()()

Balance at December 31, 2021

$ $ $ $()$()$ $ $ Net Earnings

Cash Dividends (1)

() () ()Other Comprehensive Income () () ()

Share-Based Compensation Expense (2)

Stock Option Exercises

Other (3)

() ()()()

Share Repurchase (5)

()() ()

Balance at December 31, 2022

$ $ $ $()$()$ $ $ Net Earnings

Cash Dividends (1)

() () ()Other Comprehensive Income () () ()

Share-Based Compensation Expense (2)

Stock Option Exercises

Other (3)

() ()() ()

Share Repurchase

()() ()Distributions to noncontrolling interest ()()

Balance at December 31, 2023

$ $ $ $()$()$ $ $

(1)Cash dividends includes cash dividends paid and dividends declared, but unpaid.

(2)Share-based compensation expense is the fair value of share-based awards.

(3)Additional paid-in capital includes value of shares withheld for employees' taxes on vesting of share-based compensation awards.

(4)Additional paid-capital in 2021 included payment for repurchase of shares under the 2021 accelerated share repurchase program ("2021 ASR") which had not yet been delivered.

Eastman is authorized to issue million shares of all classes of stock, of which million may be preferred stock, par value $ per share, and million may be common stock, par value $ per share. The Company declared dividends per share of $ in 2023, $ in 2022, and $ in 2021.

In 1997 the Company established a benefit security trust to provide a degree of financial security for unfunded obligations under certain unfunded plans. A warrant to purchase up to million shares of par value common stock of the Company was contributed to the trust. The warrant, which remains outstanding, is exercisable by the trustee if the Company does not meet certain funding obligations, which obligations would be triggered by certain occurrences, including a change in control or potential change in control, as defined, or failure by the Company to meet its payment obligations under certain covered unfunded plans. The warrant is excluded from the computation of diluted EPS because the conditions upon which the warrant becomes exercisable have not been met.

100

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

billion of the Company's outstanding common stock at such times, in such amounts, and on such terms, as determined by management to be in the best interest of the Company and its stockholders (the "2021 authorization"). As of December 31, 2023, a total of shares have been repurchased under the 2021 authorization for $ million. Both dividends and share repurchases are key strategies employed by the Company to return value to its stockholders.

During 2023, the Company repurchased shares of common stock for $ million. During 2022, the Company repurchased shares of common stock of for a cost of approximately $ billion, primarily under the 2022 ASR, and included $ million from the settlement of the 2021 ASR. During 2021, the Company repurchased shares of common stock of for a cost of approximately $ million.

The Company's charitable foundation held issued and outstanding shares of the Company's common stock at December 31, 2023, 2022, and 2021 which are included in treasury stock in the Consolidated Statements of Financial Position and excluded from calculations of diluted EPS.

The following table sets forth the computation of basic and diluted EPS: $ $ DenominatorWeighted average shares used for basic EPS Dilutive effect of stock options and other award plans Weighted average shares used for diluted EPS

EPS (1)

Basic$ $ $ Diluted$ $ $

Shares underlying stock options excluded from the 2023, 2022, and 2021 calculations of diluted EPS were , , and , respectively, because the grant price of these options was greater than the average market price of the Company's common stock and the effect of including them in the calculation of diluted EPS would have been antidilutive.

Shares of common stock issued, including shares held in treasury, are presented below: Issued for employee compensation and benefit plans Balance at end of year

101

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

)$ $()$()$()Period change ()() ()

Balance at December 31, 2022

() ()()()Period change()()() ()

Balance at December 31, 2023

$()$ $()$()$()

Amounts of other comprehensive income (loss) are presented net of applicable taxes. Eastman records deferred income taxes on the cumulative translation adjustment related to branch operations and income from other entities included in the Company's consolidated U.S. tax return. No deferred income taxes are recognized on the cumulative translation adjustment of other subsidiaries outside the United States, as the cumulative translation adjustment is considered to be a component of indefinitely invested, unremitted earnings of these foreign subsidiaries.

)$()$ $ $ $ Defined benefit pension and other postretirement benefit plans: Amortization of unrecognized prior service credits included in net periodic costs()()()()()()Derivatives and hedging: Unrealized gain (loss) during period()() Reclassification adjustment for (gains) losses included in net income, net ()()()()Total other comprehensive income (loss)$()$()$()$()$ $

For additional information regarding the impact of reclassifications into earnings, refer to Note 10, "Derivative and Non-Derivative Financial Instruments", and Note 11, "Retirement Plans".

102

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

16.

$ $ Site optimizations

Other - Tire additives (2)

AM - Advanced interlayers (3)

Loss (Gain) on Sale of Previously Impaired AssetsSite optimizations

AM - Advanced interlayers (3)

Other - Tire additives (2)

()

AFP - Care additives (4)

() ()Severance Charges

Cost reduction and business improvement actions (5)

Site optimizations

AM - Advanced interlayers (3)

AM - Performance films (6)

Fibers - Acetate Yarn (7)

Other Restructuring Costs

CI & AFP - Singapore (1)

Site optimizations

Other - Tire additives (2)

AM - Advanced interlayers (3)

AM - Performance films (6)

Fibers - Acetate Yarn (7)

Total$ $ $

(1)Site closure costs of $ million in 2022 in the CI segment, asset impairment charges in 2021 of $ million and $ million in the CI segment and the AFP segment, respectively, and site closure costs, including contract termination fees, in 2021 of $ million and $ million in the CI segment and the AFP segment, respectively, resulting from closure of the Singapore manufacturing site.

(2)Asset impairment charges of $ million in 2021 for assets associated with divested rubber additives. Gain on sale of previously impaired assets in 2022, asset impairment charges of $ million, and site closure costs in 2021, from the previously reported closure of a tire additives manufacturing facility in Asia Pacific as part of site optimization.

(3)Asset impairment charges, loss on transfer of previously impaired assets to a third party, severance charges, and site closure costs in the Advanced Materials ("AM") segment due to the closure of an advanced interlayers manufacturing facility in North America as part of site optimization. In addition, accelerated depreciation of $ million was recognized in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in 2021 related to the closure of this facility.

(4)A gain in 2021 from the sale of the previously impaired assets.

(5)Severance charges in 2023, 2022 and 2021 as part of cost reduction initiatives which are reported in "Other".

(6)Severance charges in 2022 for the closure of a performance films research and development facility, and site closure costs in 2021 from the closure of a performance films manufacturing facility in North America as part of site optimization.

(7)Severance charges and site closure costs related to closure of an acetate yarn manufacturing facility in Europe. In addition, accelerated depreciation of $ million was recognized in "Cost of sales" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings in 2023 related to the closure of this facility.

103

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $()$ Site closure & restructuring costs () Total$ $ $ $()$

(Dollars in millions)

Balance at

January 1,

2022

Provision/ Adjustments

Non-cash Reductions/ Additions

Cash
Reductions

Balance at

December 31,

2022

Severance costs

()

Site closure & restructuring costs

()

Total

()

(Dollars in millions)

Balance at January 1, 2021

Provision/ Adjustments

Non-cash Reductions/ Additions

Cash
Reductions

Balance at

December 31,

2021

Non-cash charges

()

Severance costs

()

Site closure & restructuring costs

()

Total

()

Substantially all costs remaining for severance are expected to be applied to the reserves within one year.

17.

$ $ (Income) loss from equity investments and other investment (gains) losses, net()()()

Other, net (2)

()()Other (income) charges, net$ $()$()

(1)Net impact of revaluation of foreign entity assets and liabilities and effects of foreign exchange non-qualifying derivatives.

104

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

18.

The 2021 Omnibus Plan authorizes the Compensation and Management Development Committee of the Board of Directors to grant awards, designate participants, determine the types and numbers of awards, determine the terms and conditions of awards and determine the form of award settlement. Under the 2021 Omnibus Plan, the aggregate number of shares reserved and available for issuance is million, which consist of shares not previously authorized for issuance under any other plan. The number of shares covered by an award is counted against this share reserve as of the grant date of the award. Shares covered by full value awards (e.g., performance shares and restricted stock awards) are counted against the total number of shares available for issuance or delivery under the plan as shares for every one share covered by the award. Any stock distributed pursuant to an award may consist of, in whole or in part, authorized and unissued stock, treasury stock, or stock purchased on the open market. Under the 2021 Omnibus Plan and previous plans, the forms of awards have included restricted stock and restricted stock units, stock options, stock appreciation rights ("SARs"), and performance shares. The 2021 Omnibus Plan is flexible as to the number of specific forms of awards, but provides that stock options and SARs are to be granted at an .

Director Stock Compensation Subplan

Eastman's Amended 2021 Director Stock Compensation Subplan ("Directors' Subplan"), a component of the 2021 Omnibus Plan, remains in effect until terminated by the Board of Directors or the earlier termination of the 2021 Omnibus Plan. The Directors' Subplan provides for structured awards of restricted shares to non-employee members of the Board of Directors. Restricted shares awarded under the Directors' Subplan are subject to the same terms and conditions of the 2021 Omnibus Plan. The Directors' Subplan does not constitute a separate source of shares for grants of equity awards and all shares awarded are part of the 10 million shares authorized under the 2021 Omnibus Plan.

It has been the Company's practice to issue new shares rather than treasury shares for equity awards for compensation plans, including the 2021 Omnibus Plan and the Directors' Subplan, that require settlement by the issuance of common stock and to withhold or accept back shares awarded to cover the related income tax obligations of employee participants. Shares of unrestricted common stock owned by non-employee directors are not eligible to be withheld or acquired to satisfy the withholding obligation related to their income taxes. Shares of unrestricted common stock owned by specified senior management level employees are accepted by the Company to pay the exercise price of stock options in accordance with the terms and conditions of their awards.

Compensation Expense

For 2023, 2022, and 2021, total share-based compensation expense (before tax) of approximately $ million, $ million, and $ million, respectively, was recognized in "Selling, general and administrative expense" in the Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings for all share-based awards of which approximately $ million, $ million, and $ million, respectively, related to stock options. The compensation expense is recognized over the substantive vesting period, which may be a shorter time period than the stated vesting period for qualifying termination eligible employees as defined in the forms of award notice. Approximately $ million for 2023, $ million for 2022, and $ million for 2021 of stock option compensation expense was recognized each year due to qualifying termination eligibility preceding the requisite vesting period.

Stock Option Awards

Options have been granted on an annual basis by the Compensation and Management Development Committee of the Board of Directors under the 2021 Omnibus Plan and predecessor plans to employees. Option awards have an exercise price equal to the closing price of the Company's stock on the date of grant. The term of options is with vesting periods that vary up to . Vesting usually occurs ratably over the vesting period or at the end of the vesting period. The Company utilizes the Black Scholes Merton option valuation model which relies on certain assumptions to estimate an option's fair value.

105

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

%%%Expected dividend yield%%%Average risk-free interest rate%%%Expected term years

The volatility rate of grants is derived from historical Company common stock price volatility over the same time period as the expected term of each stock option award. The volatility rate is derived by a mathematical formula utilizing the weekly high closing stock price data over the expected term. The expected dividend yield is calculated using the . The average risk-free interest rate is derived from the United States Department of Treasury's published interest rates of daily yield curves for the same time period as the expected term. The weighted average expected term reflects the analysis of historical share-based award transactions and includes option swap and reload grants which may have much shorter remaining expected terms than new option grants.

$ $ $ Granted $ $ $ Exercised()$ ()$ ()$ Cancelled, forfeited, or expired()$ ()$ ()$ Outstanding at end of year $ $ $ Options exercisable at year-end Available for grant at end of year

$ $ $76-$90$ $ $91-$105$ $ $106-$121$ $ $ $

The range of exercise prices of options outstanding at December 31, 2023 is approximately $ to $ per share. The aggregate intrinsic value of total options outstanding and total options exercisable at December 31, 2023 is $ million and $ million, respectively. Intrinsic value is the amount by which the closing market price of the stock at December 31, 2023 exceeds the exercise price of the option grants.

The weighted average remaining contractual life of all exercisable options at December 31, 2023 is years.

106

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

, $, and $, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021, was $ million, $ million, and $ million, respectively. Cash proceeds received by the Company from option exercises totaled $ million with an related tax benefit, respectively, for 2023, $ million with a related tax benefit of $ million, respectively, for 2022, and $ million with a related tax benefit of $ million, respectively, for 2021. The total fair value of vested shares for the years ending December 31, 2023, 2022, and 2021 was $ million in each respective year.

$Granted $Vested()$Cancelled, forfeited, or expired()$

Nonvested options at December 31, 2023

For nonvested options at December 31, 2023, approximately $ million in compensation expense will be recognized over the next .

Other Share-Based Compensation Awards

In addition to stock option awards, Eastman has awarded long-term performance share awards, restricted stock awards, and SARs. The long-term performance share awards are based upon actual return on capital compared to a target return on capital and total stockholder return compared to a peer group ranking by total stockholder return over a three year performance period. The awards are valued using a Monte Carlo Simulation based model and vest pro-rata over the three year performance period. The number of long-term performance award target shares granted for the 2023-2025, 2022-2024, and 2021-2023 periods were thousand, thousand, and thousand, respectively. The target shares granted are assumed to be 100 percent. At the end of the three-year performance period, the actual number of shares awarded can range from zero percent to 250 percent of the target shares granted based on the award notice. The number of restricted stock awards granted during 2023, 2022, and 2021 were thousand, thousand, and thousand, respectively. The fair value of a restricted stock award is equal to the closing stock price of the Company's stock on the date of grant and normally vests over a period of three years. The recognized compensation expense before tax for these other share-based awards in the years ended December 31, 2023, 2022, and 2021 was approximately $ million, $ million, and $ million, respectively. The unrecognized compensation expense before tax for these same type awards at December 31, 2023 was approximately $ million and will be recognized primarily over a period of .

19.

$ $()Other assets ()Current liabilities() Long-term liabilities and equity Total$ $ $

The above changes included transactions such as accrued taxes, deferred taxes, environmental liabilities, monetized positions from raw material and energy, currency, and certain interest rate hedges, equity investment dividends, prepaid insurance, miscellaneous deferrals, value-added taxes, and other miscellaneous accruals.

Cash flows from derivative financial instruments accounted for as hedges are classified in the same category as the item being hedged.

107

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ Income taxes, net of refunds Non-cash investing activities:Outstanding trade payables related to capital expenditures

20.

operating segments: Advanced Materials ("AM"), Additives & Functional Products ("AFP"), Chemical Intermediates ("CI"), and Fibers. The economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows vary among the Company's business operating segments and the geographical regions in which they operate.

In 2023, the Company moved the functional amines product line from the CI segment into the AFP segment. In addition, certain organic acid products and olefin-based products moved from the AFP segment to the CI segment. These product moves are expected to increase efficiency of the Company's assets and commercial teams, and to increase portfolio transparency. The information presented below has been recast for all periods presented.

Advanced Materials Segment

In the AM segment, the Company produces and markets polymers, films, and plastics with differentiated performance properties for value-added end-uses in transportation; durables and electronics; building and construction; medical and pharma; and consumables end-markets.

The advanced interlayers product line includes polyvinyl butyral sheet and specialty polyvinyl butyral intermediates. The performance films product line primarily consists of window films and protective films products for aftermarket applied films. The specialty plastics product line consists of two primary products: copolyesters and cellulosic biopolymers.


	Percentage of Total Segment Sales
Product Lines	2023	2022	2021
Advanced Interlayers	%	%	%
Performance Films	%	%	%
Specialty Plastics	%	%	%
Total	100%	100%	100%


	Percentage of Total Segment Sales
Sales by Customer Location	2023	2022	2021
United States and Canada	%	%	%
Asia Pacific	%	%	%
Europe, Middle East, and Africa	%	%	%
Latin America	%	%	%
Total	100%	100%	100%

Additives & Functional Products Segment

In the AFP segment, the Company manufactures materials for products in the food, feed, and agriculture; transportation; water treatment and energy; personal care and wellness; building and construction; consumables; and durables and electronics end-markets.

108

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

%%%Coatings Additives%%%Functional Amines%%%Specialty Fluids%%%Total100%100%100%


	Percentage of Total Segment Sales
Sales by Customer Location	2023	2022	2021
United States and Canada	%	%	%
Asia Pacific	%	%	%
Europe, Middle East, and Africa	%	%	%
Latin America	%	%	%
Total	100%	100%	100%

Chemical Intermediates Segment

Eastman leverages large scale and vertical integration from the cellulosic biopolymers and acetyl and olefins streams to support the Company's specialty operating segments with advantaged cost positions. The CI segment sells excess intermediates beyond the Company's internal specialty needs into end-markets such as industrial chemicals and processing, building and construction, health and wellness, and food and feed.

The intermediates product line produces olefin derivatives, acetyl derivatives, ethylene, and commodity solvents. The plasticizers product line consists of a unique set of primary non-phthalate and phthalate plasticizers and a range of niche non-phthalate plasticizers.


	Percentage of Total Segment Sales
Product Lines	2023	2022	2021

Intermediates	%	%	%
Plasticizers	%	%	%
Total	100%	100%	100%


	Percentage of Total Segment Sales
Sales by Customer Location	2023	2022	2021
United States and Canada	%	%	%
Asia Pacific	%	%	%
Europe, Middle East, and Africa	%	%	%
Latin America	%	%	%
Total	100%	100%	100%

109

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

%%%Acetate Yarn%%%Acetyl Chemical Products%%%Nonwovens%%%Total100%100%100%


	Percentage of Total Segment Sales
Sales by Customer Location	2023	2022	2021
United States and Canada	%	%	%
Asia Pacific	%	%	%
Europe, Middle East, and Africa	%	%	%
Latin America	%	%	%
Total	100%	100%	100%

$ $

Additives & Functional Products (1)

Chemical Intermediates (1)

Fibers Total Sales by Operating Segment9,204 10,420 9,484

Other (2)

Total Sales$ $ $

(1)Prior periods have been recast as a result of the Company's product moves during first quarter 2023.

(2)"Other" includes sales revenue from the divested rubber additives and adhesives resins businesses.

110

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $

Additives & Functional Products (1)

Chemical Intermediates (1)

Fibers Total EBIT by Operating Segment

Other (2)

Growth initiatives and businesses not allocated to operating segments ()()()Pension and other postretirement benefit plans income (expense), net not allocated to operating segments() Asset impairments and restructuring charges, net()()()

Net gain (loss) on divested businesses and transaction costs

()()

Steam line incident insurance proceeds (costs), net

() Other income (charges), net not allocated to operating segments() ()Total EBIT$ $ $

(1)Prior periods have been recast as a result of the Company's product moves during first quarter 2023.

(2)"Other" includes EBIT of $ million in 2022 and loss before interest and taxes of $ million in 2021 from the divested rubber additives and adhesives resins businesses.


	December 31,
(Dollars in millions)	2023	2022
Assets by Segment (1)
Advanced Materials	$	$
Additives & Functional Products (2)
Chemical Intermediates (2)
Fibers
Total Assets by Operating Segment
Corporate Assets
Total Assets	$	$

(1)Segment assets include accounts receivable, inventory, fixed assets, goodwill, and intangible assets.

(2)Prior period has been recast as a result of the Company's product moves during first quarter 2023.


	For years ended December 31,
(Dollars in millions)	2023	2022	2021
Depreciation and Amortization Expense by Segment
Advanced Materials	$	$	$
Additives & Functional Products (1)
Chemical Intermediates (1)
Fibers
Total Depreciation and Amortization Expense by Operating Segment
Other (2)
Total Depreciation and Amortization Expense	$	$	$

(1)Prior periods have been recast as a result of the Company's product moves during first quarter 2023.

(2)"Other" in 2022 and 2021 includes depreciation and amortization expense from the divested rubber additives and adhesives resins businesses.

111

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $

Additives & Functional Products (1)

Chemical Intermediates (1)

Fibers Total Capital Expenditures by Operating Segment

Other (2)

Total Capital Expenditures$ $ $

(1)Prior periods have been recast as a result of the Company's product moves during first quarter 2023.

(2)"Other" in 2022 and 2021 includes capital expenditures from the divested rubber additives and adhesives resins businesses.

Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location.


(Dollars in millions)	For years ended December 31,
Geographic Information	2023	2022	2021
Sales
United States	$	$	$
China
All other foreign countries
Total	$	$	$


	December 31,
	2023	2022	2021
Net properties
United States	$	$	$
All foreign countries
Total	$	$	$

21.

$ $ $ $

LIFO inventory

() Non-environmental asset retirement obligations Environmental contingencies Deferred tax valuation allowance () $ $()$ $ $

112

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

$()$ $ $

LIFO inventory

Non-environmental asset retirement obligations () Environmental contingencies Deferred tax valuation allowance ()() $ $ $()$ $

(Dollars in millions)

Additions

Balance at January 1,

2021

Charges (Credits) to Cost and Expense

Other Accounts (1)

Deductions (2)

Balance at December 31, 2021

Reserve for:

Credit losses

()

LIFO inventory

()

Non-environmental asset retirement obligations

()

Environmental contingencies

Deferred tax valuation allowance

()

(1)Other accounts in the reserve for LIFO inventory was due to assets held for sale classification resulting from the Company entering into a definitive agreement to sell the adhesives resins business.

(2)Deductions in the reserve for LIFO inventory was the result of the divestiture of rubber additives. For additional information, see Note 2, "Divestitures".

113

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Eastman maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission ("SEC") rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that as of December 31, 2023, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. Management, including the CEO and CFO, does not expect that the Company's disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance; judgments in decision-making can be faulty; and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while the Company's disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of the Company's CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company's internal control over financial reporting includes policies and procedures that:

•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and acquisitions and dispositions of assets of the Company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

114

Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2023 based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially effect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

(b) Director and Officer Trading Arrangements

None of the Company's directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

115

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The material under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 1--Election of Directors", under the subheading "The Board of Directors-Director Nominees", and under the heading "Corporate Governance", each as included and to be filed in the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), is incorporated by reference herein in response to this Item. Certain information concerning executive officers of Eastman is set forth under the heading "Information About our Executive Officers" in Part I of this Annual Report on Form 10-K.

The Company has adopted a Code of Ethics and Business Conduct applicable to the Chief Executive Officer, the Chief Financial Officer, and the Controller of the Company. The Company has posted such Code of Ethics and Business Conduct on its website (www.eastman.com) in the "Investors -- Corporate Governance" section.

ITEM 11. EXECUTIVE COMPENSATION

The material under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 1--Election of Directors", under the subheadings "Corporate Governance--Board Committees--Compensation and Management Development Committee", and "Director Compensation" and under the heading "Item 3--Advisory Approval of Executive Compensation", each as included and to be filed in the 2024 Proxy Statement, is incorporated by reference herein in response to this Item.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The material under the heading "Information about Stock Ownership", under the subheadings "Stock Ownership of Directors and Executive Officers--Common Stock" and "Principal Stockholders", each as included and to be filed in the 2024 Proxy Statement is incorporated by reference herein in response to this Item.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plans Approved by Stockholders

Stockholders approved the Company's 2012 Omnibus Stock Compensation Plan, the 2017 Omnibus Stock Compensation Plan, and the 2021 Omnibus Stock Compensation Plan. Although stock and stock-based awards are still outstanding under the 2012 Omnibus Stock Compensation Plan and the 2017 Omnibus Stock Compensation Plan, no shares are available under these plans for future awards. All future share-based awards are made from the 2021 Omnibus Stock Compensation Plan and the Amended 2021 Director Stock Compensation Subplan, a component of the 2021 Omnibus Stock Compensation Plan.

Equity Compensation Plans Not Approved by Stockholders

Stockholders have approved all compensation plans under which shares of Eastman common stock are authorized for issuance.

116

Summary Equity Compensation Plan Information Table

The following table sets forth certain information as of December 31, 2023 with respect to compensation plans under which shares of Eastman common stock may be issued.


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (a)		Weighted-Average Exercise Price of Outstanding Options (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities reflected in Column (a)) (c)
Equity compensation plans approved by stockholders	3,824,000	(1)	$	88	6,698,702	(2)
Equity compensation plans not approved by stockholders	—		—		—
TOTAL	3,824,000		$	88	6,698,702

(1)Represents shares of common stock issuable upon exercise of outstanding options granted under Eastman Chemical Company's 2012 Omnibus Stock Compensation Plan, the 2017 Omnibus Stock Compensation Plan, and the 2021 Omnibus Stock Compensation Plan.

(2)Shares of common stock available for future awards under the Company's 2021 Omnibus Stock Compensation Plan, including the Amended 2021 Director Stock Compensation Subplan, a component of the 2021 Omnibus Stock Compensation Plan.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The material under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 1--Election of Directors", subheadings "The Board of Directors--Director Independence" and "Corporate Governance--Board Practices, Processes, and Policies--Transactions with Directors, Executive Officers, and Related Persons", each as included and to be filed in the 2024 Proxy Statement, is incorporated by reference herein in response to this Item.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information concerning amounts billed for professional services rendered by the principal accountant and pre-approval of such services by the Audit Committee of the Company's Board of Directors under the heading "Summary of Items to be Voted on at the Annual Meeting--Item 2--Ratification of Appointment of Independent Registered Public Accounting Firm" as included and to be filed in the 2024 Proxy Statement is incorporated by reference herein in response to this Item.

117

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


			Page
(a)	1.	Consolidated Financial Statements:
		Management's Responsibility for Financial Statements	59
		Report of Independent Registered Public Accounting Firm	60
		Consolidated Statements of Earnings, Comprehensive Income and Retained Earnings	62
		Consolidated Statements of Financial Position	63
		Consolidated Statements of Cash Flows	64
		Notes to the Audited Consolidated Financial Statements	65
	2.	Exhibits filed as part of this report are listed in the Exhibit Index beginning at page	119
(b)	The required Exhibits to this report are included subsequent to page		122

ITEM 16.FORM 10-K SUMMARY

None.

118


Exhibit Number						EXHIBIT INDEX
						Description

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 3.2 to the Company's Current Report on Form 8-K dated December 1, 2022)
4.01						Form of 7 1/4% Debentures due January 15, 2024 (incorporated herein by reference to Exhibit 4(d) to the Company's Current Report on Form 8-K dated January 10, 1994)
4.02						Form of 7 5/8% Debentures due June 15, 2024 (incorporated herein by reference to Exhibit 4(b) to the Company's Current Report on Form 8-K dated June 8, 1994)
4.03						Form of 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.08 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)
4.04						Officer's Certificate pursuant to Sections 201 and 301 of the Indenture related to 7.60% Debentures due February 1, 2027 (incorporated herein by reference to Exhibit 4.09 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)
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 1.875% 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)
4.09						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)
4.10						Form of 5.750% Note due 2033 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated March 8, 2023)
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 (incorporated herein by reference to Exhibit 10.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)
10.02						Amendment No.1 to the 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 (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 202 3 )
10.03*						Third Amended and Restated Five-Year Credit Agreement dated as of February 14 , 2024 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
10.04						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)
10.05						Term Loan Agreement dated as of November 17, 2022 (incorporated herein by reference to Exhibit 10.03 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)
10.06						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 (incorporated herein by reference to Exhibit 10.04 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)
10.07						Non-Recourse Accounts Receivable Purchase Agreement dated May 31, 2020 and amendment dated September 28, 2022 between BNP Paribas Fortis Factor N.V. and Eastman Chemical Company (incorporated herein by reference to Exhibit 10.05 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)

119


Exhibit Number						EXHIBIT INDEX
						Description
10.08						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) **
10.09						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) **
10.10						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) **
10.11						Eastman Chemical Company Benefit Security Trust dated December 24, 1997, as amended May 1, 1998 and February 1, 2001 and Amendment Number Three to the Eastman Chemical Company Benefit Security Trust dated January 2, 2002 (incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) **
10.12						Amended and Restated Warrant to Purchase Shares of Common Stock of Eastman Chemical Company, dated January 2, 2002 (incorporated herein by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) **
10.13						Amended and Restated Registration Rights Agreement, dated January 2, 2002 (incorporated herein by reference to Exhibit 10.03 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) **
10.14						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) **
10.15						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) **
10.16						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) **
10.17						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) **
10.18						Forms of Performance Share Awards to Executive Officers (2021 - 2023 Performance Period) (incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) **
10.19						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) **
10.20						Forms of Performance Share Awards to Executive Officers (2023 - 2025 Performance Period) (incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) **
10.21*						Forms of Performance Share Awards to Executive Officers (202 4 - 202 6 Performance Period)
10.22						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 (incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)
10.23						Amended 2023 Unit Performance Plan (incorporated herein by reference to Exhibit 10.02 the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023)
10.24*						2024 Unit Performance Plan -- Corporate Performance Measures and Named Executive Officer Target Variable Pay Opportunities **
10.25						2012 Omnibus Stock Compensation Plan (incorporated herein by reference to Appendix A to the Company's 2012 Annual Meeting Proxy Statement dated March 21, 2012) **
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						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) **

120


Exhibit Number						EXHIBIT INDEX
						Description
10.28						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) **
10.29						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, 2023)
10.30						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, and Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016) **
10.31						Form of Award Notice for Stock Options and Restricted Stock Unit Awards Granted to Executive Officers under the 2017 Omnibus Stock Compensation Plan (incorporated herein by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and Exhibits 10.01 and 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021) **
10.32*						Form of Award Notice for Stock Options Granted to Executive Officers under the 2021 Omnibus Stock Compensation Plan **
10.33*						Form of Restricted Stock Unit Awards Granted to Executive Officers under the 2021 Omnibus Stock Compensation Plan **
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, 202 3
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, 202 3
32.01*						Section 1350 Certification by Mark J. Costa, Chief Executive Officer, for the year ended December 31, 202 3
32.02*						Section 1350 Certification by William T. McLain, Jr., Exe cutive Vice President and Chief Financial Officer, for the year ended December 31, 202 3
97.01*						Eastman Chemical Company Incentive Pay Clawback Policy
99.01*						2023 Company and Segment Revenue by End-Use Market
99.02*						Product and Raw Material Information
101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF*						Inline XBRL Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Label Linkbase Document
101.PRE*						Inline XBRL Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*			Denotes exhibit filed or furnished herewith.
**			Management contract or compensatory plan or arrangement filed pursuant to Item 601(b) (10) (iii) of Regulation S-K.

121

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

By:		/s/ Mark J. Costa
		Mark J. Costa
		Chief Executive Officer
Date:	February 14, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE

TITLE

DATE

PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:

/s/ Mark J. Costa

Chief Executive Officer and

February 14, 2024

Mark J. Costa

Director

PRINCIPAL FINANCIAL OFFICER:

/s/ William T. McLain, Jr.

Executive Vice President and

February 14, 2024

William T. McLain, Jr.

Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ Michelle R. Stewart

Vice President, Chief Accounting

February 14, 2024

Michelle R. Stewart

Officer and Corporate Controller

122

SIGNATURE

TITLE

DATE

DIRECTORS* (other than Mark J. Costa, who also signed as Principal Executive Officer):

/s/ Humberto P. Alfonso

Director

February 14, 2024

Humberto P. Alfonso

/s/ Brett D. Begemann

Director

February 14, 2024

Brett D. Begemann

/s/ Eric L. Butler

Director

February 14, 2024

Eric L. Butler

/s/ Edward L. Doheny II

Director

February 14, 2024

Edward L. Doheny II

/s/ Linnie M. Haynesworth

Director

February 14, 2024

Linnie M. Haynesworth

/s/ Julie F. Holder

Director

February 14, 2024

Julie F. Holder

/s/ Renée J. Hornbaker

Director

February 14, 2024

Renée J. Hornbaker

/s/ Kim A. Mink

Director

February 14, 2024

Kim A. Mink

/s/ James J. O'Brien

Director

February 14, 2024

James J. O'Brien

/s/ David W. Raisbeck

Director

February 14, 2024

David W. Raisbeck

/s/ Charles K. Stevens III

Director

February 14, 2024

Charles K. Stevens III

123

EASTMAN CHEMICAL CO - Annual Report: 2023 (Form 10-K)

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