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8-K - 8K COMBINED PRO FORMA FINANCIAL INFORMATION - EASTMAN CHEMICAL COcombined8kcover.htm

Beginning in third quarter 2012, Eastman Chemical Company ("Eastman" or the "Company") changed its reportable segments due to recent changes in the Company's organization resulting from the July 2, 2012 acquisition of Solutia Inc. ("Solutia"). With the acquisition of Solutia, Eastman has made organizational and reporting changes resulting in five reporting segments: Additives and Functional Products, Adhesives and Plasticizers, Advanced Materials, Fibers, and Specialty Fluids and Intermediates. This organizational structure is based on the management of the strategies, operating models, and sales channels that the various businesses employ. The new reporting segments are as follows:

Additives and Functional Products consists of the rubber materials product lines from Solutia's former Technical Specialties segment and the specialty polymers and solvents product lines of Eastman's former Coatings, Adhesives, Specialty Polymers and Inks ("CASPI") segment.
Adhesives and Plasticizers consists of the adhesives product lines formerly in the Company's CASPI segment and the plasticizer product lines of Eastman's former Performance Chemicals and Intermediates ("PCI") segment.
Advanced Materials consists of Eastman's former Specialty Plastics segment and Solutia's former Performance Films and Advanced Interlayers segments.
Fibers continues to consist of the acetate tow, acetate yarn, and acetyl product lines.
Specialty Fluids and Intermediates consists of the specialty fluids product lines from Solutia's former Technical Specialties segment and Eastman's oxo and acetyl intermediates product lines of its former PCI segment.

Solutia's Photovoltaics business will be managed as a developing business initiative and reported as “Other” sales and operating earnings (loss) with sales revenue and expenses not identifiable to an operating segment.

In conjunction with the realignment of its reporting segments, Eastman also made the following changes in executive leadership responsibilities: Mark J. Costa, Executive Vice President, has responsibility for the Additives and Functional Products and Advanced Materials segments; and Ronald C. Lindsay, Executive Vice President, has responsibility for the Adhesives and Plasticizers, Fibers, and Specialty Fluids and Intermediates segments.

Unaudited Pro Forma Combined Segment Information

While results will be provided on a historical basis in accordance with accounting principles generally accepted in the United States ("GAAP"), future discussion and analysis, beginning with the third quarter 2012 Quarterly Report Form 10-Q, and financial results press release furnished on Form 8-K will also include comparison of post-acquisition results to pre-acquisition pro forma combined results in order to provide the most meaningful comparison of results by reportable segment. The unaudited pro forma combined segment information is based on the historical consolidated financial statements and accompanying notes of both Eastman and Solutia and assumes that the acquisition of Solutia had been consummated on January 1, 2009. As a result, transaction and integration costs occurring in first and second quarters 2012 have been reallocated to first quarter 2009.
 
The unaudited pro forma combined segment information is not necessarily indicative of the results of operations that would have actually occurred had the acquisition been completed as of the dates indicated, nor is it indicative of the future operating results of the combined company. The unaudited pro forma combined segment information does not reflect future events that may occur after the acquisition of Solutia, including the potential realization of operating cost savings (synergies) or restructuring activities or other costs related to the planned integration of Solutia, and does not consider potential impacts of current market conditions on revenues or expenses.





The unaudited pro forma combined segment information reflects the combination of Eastman and Solutia and the impact of increased depreciation and amortization expense resulting from the fair valuation of assets acquired from Solutia in accordance with Accounting Standards Codification No. 805, “Business Combinations.” The information also includes adjustments to Solutia historical information to be consistent with Eastman's change in method of accounting for actuarial gains and losses for its pension and other postretirement benefit ("OPEB") plans and adjustments to Solutia exclusions from operating earnings consistent with Eastman's historical presentation of non-GAAP results. In addition, corporate expenses, adjustments to environmental liabilities, and gains and losses from asset dispositions and restructuring charges that were previously reported as "Other" have been allocated to Eastman's reportable segments using a percentage of total revenue methodology based on Solutia's full year 2011 results. This allocation of corporate overhead from "Other" to the reportable segments is in accordance with Eastman's presentation of such costs. In conjunction with the change in accounting principle, the service cost, which represents the benefits earned by active employees during the period, and amortization of prior service credits continue to be allocated to each segment. Interest costs, expected return on assets, and the mark-to-market ("MTM") adjustment for actuarial gains and losses are included in corporate expense and not allocated to segments.

2012 Segment Information
(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Six Months 2012
 
 
 
 
 
 
 
Additives and Functional Products segment
 
 
 
 
 
 
Sales
$
400

$
423

$
823

Operating earnings
 
94

 
107

 
201

Adhesives and Plasticizers segment
 
 
 
 
 
 
Sales
$
374

$
372

$
746

Operating earnings
 
66

 
72

 
138

Advanced Materials segment
 
 
 
 
 
 
Sales
$
567

$
600

$
1,167

Operating earnings
 
57

 
62

 
119

Asset impairments and restructuring charges, net (1)
 
4

 
1

 
5

Operating earnings excluding asset impairments and restructuring charges, net
 
61

 
63

 
124

Fibers
 
 
 
 
 
 
Sales
$
323

$
318

$
641

Operating earnings
 
101

 
96

 
197

Specialty Fluids and Intermediates
 
 
 
 
 
 
Sales
$
642

$
649

$
1,291

Operating earnings
 
73

 
97

 
170

Other (2)
 
 
 
 
 
 
Sales
$
13

$
11

$
24

Operating loss
 
 
 
 
 
 
Growth initiatives
 
(25
)
 
(26
)
 
(51
)
Pension and OPEB gain (loss) not allocated to operating segments
 
(7
)
 
(6
)
 
(13
)
Operating loss
 
(32
)
 
(32
)
 
(64
)
TOTAL EASTMAN CHEMICAL
 
 
 
 
 
 
Sales
$
2,319

$
2,373

$
4,692

Operating earnings
 
359

 
402

 
761

Asset impairments and restructuring charges, net
 
4

 
1

 
5

Operating earnings excluding asset impairments and restructuring charges, net
 
363

 
403

 
766

Depreciation and amortization
 
 
 
 
 
218

 
(1)Includes acquisition related expenses on the Southwall Technologies Inc. acquisition.
(2) 
Research and development, pension and OPEB, and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown as "other" operating earnings (loss).





2011 Segment Information
(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2011
 
 
 
 
 
 
 
 
 
 
 
Additives and Functional Products segment
 
 
 
 
 
 
 
 
 
 
Sales
$
429

$
437

$
412

$
399

$
1,677

Operating earnings
 
125

 
105

 
84

 
68

 
382

Other operating income (1)
 
(17
)
 

 

 

 
(17
)
Operating earnings excluding other operating income
 
108

 
105

 
84

 
68

 
365

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
95

Adhesives and Plasticizers segment
 
 
 
 
 
 
 
 
 
 
Sales
$
340

$
371

$
349

$
321

$
1,381

Operating earnings
 
70

 
70

 
61

 
49

 
250

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
44

Advanced Materials segment
 
 
 
 
 
 
 
 
 
 
Sales
$
574

$
632

$
558

$
549

$
2,313

Operating earnings
 
69

 
82

 
63

 
37

 
251

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
135

Fibers
 
 
 
 
 
 
 
 
 
 
Sales
$
290

$
331

$
334

$
324

$
1,279

Operating earnings
 
86

 
97

 
98

 
84

 
365

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
68

Specialty Fluids and Intermediates
 
 
 
 
 
 
 
 
 
 
Sales
$
612

$
638

$
657

$
641

$
2,548

Operating earnings
 
76

 
79

 
69

 
47

 
271

Asset impairments and restructuring charges, net (2)
 

 

 
7

 

 
7

Operating earnings excluding asset impairments and restructuring charges, net
 
76

 
79

 
76

 
47

 
278

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
80


(1) 
Includes $17 million for gains on certain other rubber chemicals divestitures.
(2) 
Includes $7 million in restructuring charges primarily for severance associated with the acquisition and integration of Sterling Chemicals, Inc.





2011 Segment Information (continued)
(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2011
 
 
 
 
 
 
 
 
 
 
 
OTHER (1)
 
 
 
 
 
 
 
 
 
 
Sales
$
21

$
20

$
20

$
16

$
77

Operating (loss) earnings
 
 
 
 
 
 
 
 
 
 
Growth initiatives
 
(20
)
 
5

 
10

 
(24
)
 
(29
)
Pension and OPEB gain (loss) not allocated to operating segments
 
9

 
(5
)
 
(10
)
 
(230
)
 
(236
)
Operating loss before exclusions
 
(11
)
 

 

 
(254
)
 
(265
)
Mark-to-market pension and other postretirement benefits adjustment (2)
 
(15
)
 

 

 
224

 
209

Asset impairments and restructuring charges, net (3)(4)(5)
 
12

 
(14
)
 
6

 

 
4

Other operating expense (income) (6)
 

 

 
(29
)
 

 
(29
)
Operating loss excluding items
 
(14
)
 
(14
)
 
(23
)
 
(30
)
 
(81
)
Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
7

TOTAL EASTMAN CHEMICAL
 
 
 
 
 
 
 
 
 
 
Sales
$
2,266

$
2,429

$
2,330

$
2,250

$
9,275

Operating earnings
 
415

 
433

 
375

 
31

 
1,254

Mark-to-market pension and other postretirement benefits adjustment
 
(15
)
 

 

 
224

 
209

Asset impairments and restructuring charges, net
 
12

 
(14
)
 
13

 

 
11

Other operating income
 
(17
)
 

 
(29
)
 

 
(46
)
Operating earnings excluding items
 
395

 
419

 
359

 
255

 
1,428

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
429

 
(1) 
Research and development, pension and OPEB, and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown as "other" operating earnings (loss).
(2) 
Mark-to-market adjustment for pension and other postretirement benefit plans actuarial net losses. First quarter mark-to-market gain due to the interim remeasurement of the OPEB plan obligation, triggered by the exit of employees associated with the sale of the PET business.
(3) 
First quarter, second quarter, third quarter, and full year include $12 million, $1 million, $1 million, and $14 million, respectively, for severance, pension settlement and other charges related to the relocation of European regional headquarters.
(4) 
Second quarter and full year include $15 million gain from the sale of the previously impaired methanol and ammonia assets related to the terminated Beaumont, Texas industrial gasification project.                        
(5) 
Third quarter and full year include $3 million for severance and $2 million for share-based compensation costs on executive officer separation agreement.                                    
(6) 
Third quarter and full year include $29 million gain related to the sale of remaining 2% ownership interest in Ascend Performance Materials Holdings Inc.                                                    





2010 Segment Information
(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2010
 
 
 
 
 
 
 
 
 
 
 
Additives and Functional Products segment
 
 
 
 
 
 
 
 
 
 
Sales
$
377

$
405

$
401

$
377

$
1,560

Operating earnings
 
81

 
106

 
104

 
70

 
361

Asset impairments and restructuring charges, net (1)(2)
 
5

 
4

 
1

 
5

 
15

Other operating income (3)
 

 

 

 
(5
)
 
(5
)
Operating earnings excluding asset impairments and restructuring charges, net, and other operating income
 
86

 
110

 
105

 
70

 
371

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
90

Adhesives and Plasticizers segment
 
 
 
 
 
 
 
 
 
 
Sales
$
217

$
283

$
276

$
274

$
1,050

Operating earnings
 
34

 
50

 
55

 
43

 
182

Asset impairments and restructuring charges, net (2)
 

 
3

 

 
2

 
5

Operating earnings excluding asset impairments and restructuring charges, net
 
34

 
53

 
55

 
45

 
187

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
37

Advanced Materials segment
 
 
 
 
 
 
 
 
 
 
Sales
$
486

$
545

$
526

$
513

$
2,070

Operating earnings
 
52

 
56

 
57

 
38

 
203

Asset impairments and restructuring charges, net (2)
 
1

 

 

 
5

 
6

Operating earnings excluding asset impairments and restructuring charges, net
 
53

 
56

 
57

 
43

 
209

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
129

Fibers
 
 
 
 
 
 
 
 
 
 
Sales
$
267

$
274

$
301

$
300

$
1,142

Operating earnings
 
82

 
85

 
93

 
79

 
339

Asset impairments and restructuring charges, net (2)
 

 

 

 
3

 
3

Operating earnings excluding asset impairments and restructuring charges, net
 
82

 
85

 
93

 
82

 
342

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
61


(1) 
First, second, third, and fourth quarters reflect restructuring costs of $4 million, $4 million, $1 million, and $1 million, respectively, related to the closure of the Ruabon and Cologne facilities.
(2) 
Includes charges for severance programs of: $1 million and $4 million in first and fourth quarters, respectively, in the Additives and Functional Products segment; $3 million and $2 million in second and fourth quarters, respectively, in the Adhesives and Plasticizers segment; $1 million and $5 million in first and fourth quarters, respectively, in the Advanced Materials segment; and $3 million in fourth quarter in the Fibers segment.
(3) 
Includes gain on the sale of select assets of Perkalink.




2010 Segment Information (continued)
(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2010
 
 
 
 
 
 
 
 
 
 
 
Specialty Fluids and Intermediates
 
 
 
 
 
 
 
 
 
 
Sales
$
468

$
485

$
487

$
467

$
1,907

Operating earnings
 
42

 
65

 
67

 
40

 
214

Asset impairments and restructuring charges, net (1)
 

 

 

 
4

 
4

Operating earnings excluding asset impairments and restructuring charges, net
 
42

 
65

 
67

 
44

 
218

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
72

Other (2)
 
 
 
 
 
 
 
 
 
 
Sales
$
4

$
12

$
26

$
21

$
63

Operating loss
 
 
 
 
 
 
 
 
 
 
Growth initiatives
 
(14
)
 
(14
)
 
(10
)
 
(20
)
 
(58
)
Pension and OPEB loss not allocated to operating segments
 
(8
)
 
(10
)
 
(9
)
 
(15
)
 
(42
)
Operating loss before exclusions
 
(22
)
 
(24
)
 
(19
)
 
(35
)
 
(100
)
Mark-to-market pension and other postretirement benefits adjustment (3)
 

 

 

 
4

 
4

Asset impairments and restructuring charges, net (1)(4)
 
1

 
1

 

 
10

 
12

Other operating loss (5)
 

 

 
5

 

 
5

Operating loss excluding items
 
(21
)
 
(23
)
 
(14
)
 
(21
)
 
(79
)
Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
6

TOTAL EASTMAN CHEMICAL
 
 
 
 
 
 
 
 
 
 
Sales
$
1,819

$
2,004

$
2,017

$
1,952

$
7,792

Operating earnings
 
269

 
338

 
357

 
235

 
1,199

Mark-to-market pension and other postretirement benefits adjustment
 

 

 

 
4

 
4

Asset impairments and restructuring charges, net
 
7

 
8

 
1

 
29

 
45

Other operating income (loss)
 

 

 
5

 
(5
)
 

Operating earnings excluding items
 
276

 
346

 
363

 
263

 
1,248

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
395

 
(1) 
Includes charges for corporate severance programs of $4 million in fourth quarter in the Specialty Fluids and Intermediates segment and $1 million, $1 million, and $2 million in first, second, and fourth quarters, respectively, in Other.
(2) 
Research and development, pension and OPEB, and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown as "other" operating earnings (loss).
(3) 
Mark-to-market adjustment for pension and other postretirement benefit plans actuarial net losses.
(4) 
Fourth quarter includes $8 million for intangible asset impairment charges resulting from an environmental regulatory change during the fourth quarter impacting the fair value of air emission credits remaining from the previously discontinued Beaumont, Texas, gasification project.
(5) 
Includes loss on the sale of European Plastic Products business.




2009 Segment Information
(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2009
 
 
 
 
 
 
 
 
 
 
 
Additives and Functional Products segment
 
 
 
 
 
 
 
 
 
 
Sales
$
261

$
305

$
350

$
345

$
1,261

Operating earnings
 
38

 
64

 
100

 
101

 
303

Asset impairments and restructuring charges, net (1)(2)(3)(4)
 
6

 
(5
)
 

 
1

 
2

Other operating income (5)
 

 

 

 
(4
)
 
(4
)
Operating earnings excluding asset impairments and restructuring charges, net, and other operating income
 
44

 
59

 
100

 
98

 
301

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
87

Adhesives and Plasticizers segment
 
 
 
 
 
 
 
 
 
 
Sales
$
149

$
167

$
182

$
181

$
679

Operating earnings
 
2

 
18

 
34

 
30

 
84

Asset impairments and restructuring charges, net (1)
 
4

 
(1
)
 

 

 
3

Operating earnings excluding asset impairments and restructuring charges, net
 
6

 
17

 
34

 
30

 
87

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
37

Advanced Materials segment
 
 
 
 
 
 
 
 
 
 
Sales
$
324

$
401

$
435

$
464

$
1,624

Operating (loss) earnings
 
(21
)
 
34

 
48

 
37

 
98

Asset impairments and restructuring charges, net (1)(6)(7)
 
18

 
5

 
2

 
7

 
32

Operating (loss) earnings excluding asset impairments and restructuring charges, net
 
(3
)
 
39

 
50

 
44

 
130

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
123

Fibers
 
 
 
 
 
 
 
 
 
 
Sales
$
259

$
263

$
257

$
253

$
1,032

Operating earnings
 
72

 
77

 
82

 
77

 
308

Asset impairments and restructuring charges, net (1)
 
4

 

 

 

 
4

Operating earnings excluding asset impairments and restructuring charges, net
 
76

 
77

 
82

 
77

 
312

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
62


(1) 
Includes charges and adjustments for corporate severance program of: charges of $5 million and $1 million in first and fourth quarters, respectively, and an adjustment of $1 million in second quarter in the Additives and Functional Products segment; a charge of $4 million in first quarter and an adjustment of $1 million in second quarter in the Adhesives and Plasticizers segment; charges of $14 million, $4 million, $2 million, and $4 million in first, second, third, and fourth quarters in the Advanced Materials segment; and charges of $4 million in first quarter in the Fibers segment.
(2) 
First quarter, second quarter, and fourth quarter include charges of $1 million, gains of $4 million, and charges of $1 million, respectively, related to the announced closure of the Ruabon facility.
(3) 
Fourth quarter includes $2 million gain from the reversal of a reserve for previously divested businesses and product lines within the former Coatings, Adhesives, and Specialty Polymers and Inks segment.
(4) 
Fourth quarter includes $1 million impairment of intangible assets related to the sale of the Thiurams business.
(5) 
Reflects gain on the sale of the Thiurams business.
(6) 
First quarter and second quarter include $4 million and $1 million, respectively, related to the announced closure of the SAFLEX® plastic interlayer production line at the Trenton facility.
(7) 
Fourth quarter includes net charges of $3 million related to consolidation of certain European manufacturing and distribution sites.




2009 Segment Information (continued)

(Dollars in millions, unaudited)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2009
 
 
 
 
 
 
 
 
 
 
 
Specialty Fluids and Intermediates
 
 
 
 
 
 
 
 
 
 
Sales
$
302

$
323

$
378

$
396

$
1,399

Operating (loss) earnings
 
(1
)
 
16

 
36

 
28

 
79

Asset impairments and restructuring charges, net (1)
 
5

 

 

 

 
5

Operating earnings excluding asset impairments and restructuring charges, net
 
4

 
16

 
36

 
28

 
84

Depreciation expense
 
 
 
 
 
 
 
 
 
71

Other (2)
 
 
 
 
 
 
 
 
 
 
Sales
$
6

$
6

$
4

$
3

$
19

Operating loss
 
 
 
 
 
 
 
 
 
 
Growth initiatives
 
(16
)
 
(11
)
 
(20
)
 
(199
)
 
(246
)
Pension and OPEB loss not allocated to operating segments
 
(17
)
 
(17
)
 
(17
)
 
(93
)
 
(144
)
Transaction and integration costs related to the acquisition of Solutia by Eastman
 
(40
)
 

 

 

 
(40
)
Operating loss before exclusions
 
(73
)
 
(28
)
 
(37
)
 
(292
)
 
(430
)
Transaction and integration costs related to the acquisition of Solutia by Eastman
 
40

 

 

 

 
40

Mark-to-market pension and other postretirement benefits adjustment (3)
 

 

 
8

 
81

 
89

Asset impairments and restructuring charges, net (1)(4)
 
7

 

 
8

 
188

 
203

Other operating loss (5)
 

 

 
6

 

 
6

Operating loss excluding items
 
(26
)
 
(28
)
 
(15
)
 
(23
)
 
(92
)
Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
4

TOTAL EASTMAN CHEMICAL
 
 
 
 
 
 
 
 
 
 
Sales
$
1,301

$
1,465

$
1,606

$
1,642

$
6,014

Operating earnings (loss)
 
17

 
181

 
263

 
(19
)
 
442

Transaction and integration costs related to the acquisition of Solutia by Eastman
 
40

 

 

 

 
40

Mark-to-market pension and other postretirement benefits adjustment
 

 

 
8

 
81

 
89

Asset impairments and restructuring charges, net
 
44

 
(1
)
 
10

 
196

 
249

Other operating loss (income)
 

 

 
6

 
(4
)
 
2

Operating earnings excluding items
 
101

 
180

 
287

 
254

 
822

Depreciation and amortization expense
 
 
 
 
 
 
 
 
 
384

 
(1) 
Includes charges and adjustments for corporate severance program of: a charge of $5 million in first quarter in the Specialty Fluids and Intermediates segment and charges of $7 million, $2 million, and $9 million in first, second, and fourth quarters, respectively, in Other.
(2) 
Research and development, pension and OPEB, and other expenses not identifiable to an operating segment are not included in segment operating results for either of the periods presented and are shown as "other" operating earnings (loss).
(3) 
Mark-to-market adjustment for pension and other postretirement benefit plans actuarial net losses.
(4) 
Fourth quarter includes $179 million for asset impairments related to the Company's previously announced discontinuance of its Beaumont, Texas industrial gasification project.
(5) 
Third quarter includes loss on the sale of North America Plastic Products and related impairment of intangible assets.