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(Mark
One)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2009
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ______________ to
______________
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Commission
file number 1-12626
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EASTMAN
CHEMICAL COMPANY
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(Exact
name of registrant as specified in its
charter)
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Delaware
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62-1539359
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
no.)
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200
South Wilcox Drive
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Kingsport,
Tennessee
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37662
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (423)
229-2000
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
registered
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Common
Stock, par value $0.01 per share
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
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Yes
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No
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
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[X]
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Yes
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No
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Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act.
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[X]
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Yes
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No
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
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[X]
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Yes
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No
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
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[X]
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Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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[X]
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
[X] Accelerated
filer [ ]
Non-accelerated
filer [ ] Smaller
reporting company [ ]
(Do
not check if a smaller reporting company)
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Yes
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No
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
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[X]
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ITEM
15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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Page
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(a)
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1.
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Consolidated
Financial Statements:
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Management's
Responsibility for Financial Statements
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*
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Report
of Independent Registered Public Accounting Firm
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*
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Consolidated
Statements of Earnings, Comprehensive Income, and Retained
Earnings
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*
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Consolidated
Statements of Financial Position
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*
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Consolidated
Statements of Cash Flows
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*
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Notes
to Company's Consolidated Financial Statements
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*
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2.
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Exhibits
filed as part of this report are listed in the Exhibit
Index
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(b)
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The
Exhibit Index and required Exhibits to this report are
included
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Eastman
Chemical Company
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Date:
February 24, 2010
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[Missing Graphic Reference]
Scott
V. King
Vice President,
Controller and Chief Accounting
Officer
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EXHIBIT
INDEX
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Sequential
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|||
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Exhibit
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Page
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Number
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Description
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Number
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3.01
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Amended
and Restated Certificate of Incorporation of Eastman Chemical Company, as
amended (incorporated herein by reference to Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001)
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3.02
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Amended
and Restated Bylaws of Eastman Chemical Company, as amended May 7, 2009
(incorporated herein by referenced to Exhibit 3(ii) to the Company's
Current Report on Form 8-K dated May 7, 2009
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4.01
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Form
of Eastman Chemical Company common stock certificate as amended February
1, 2001 (incorporated herein by reference to Exhibit 4.01 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2001)
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4.02
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Indenture,
dated as of January 10, 1994, between Eastman Chemical Company and The
Bank of New York, as Trustee (the "Indenture") (incorporated herein by
reference to Exhibit 4(a) to the Company's Current Report on Form 8-K
dated January 10, 1994)
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4.03
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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)
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4.04
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Officers'
Certificate pursuant to Sections 201 and 301 of the Indenture
(incorporated herein by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K dated June 8, 1994)
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4.05
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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)
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4.06
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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)
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4.07
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Form
of 7% Notes due April 15, 2012 (incorporated herein by reference to
Exhibit 4.09 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002)
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4.08
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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, 2006)
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4.09
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Form
of 5.500% Notes due 2019 (incorporated herein by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 2,
2009)
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4.10
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$200,000,000
Accounts Receivable Securitization agreement dated July 9, 2008 (amended
February 18, 2009, and July 8, 2009), between the Company and The Bank of
Tokyo-Mitsubishi UFJ, Ltd. and SunTrust Robinson Humphrey, Inc., as
agents. (incorporated herein by reference to Exhibit 4.09 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2009)
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4.11
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Amended
and Restated Credit Agreement, dated as of April 3, 2006 (the "Credit
Agreement") among Eastman Chemical Company, the Lenders named therein, and
Citigroup Global Markets , Inc. and J. P. Morgan Securities Inc.,
as joint lead arrangers, as amended on November 16, 2007 and
March 10, 2008 (incorporated herein by reference to Exhibit 4.11 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2006 and Exhibit 4.10 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2008)
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EXHIBIT
INDEX
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Sequential
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|||
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Exhibit
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Page
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Number
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Description
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Number
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4.12
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Form
of 6.30% Notes due 2018 (incorporated herein by reference to Exhibit 4.14
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003)
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10.01*
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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)
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10.02*
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Form
of Executive Change in Control Severance Agreements (incorporated herein
by reference to Exhibit 10.03 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2008)
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10.03*
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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)
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10.04*
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2002
Omnibus Long-Term Compensation Plan, as amended (incorporated
herein by reference to Exhibit 10.02 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007)
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10.05*
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2002
Director Long-Term Compensation Plan, as amended (incorporated herein by
reference to Appendix B to Eastman Chemical Company's 2002 Annual Meeting
Proxy Statement)
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10.06*
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Amended
and Restated Eastman Chemical Company Benefit Security Trust dated January
2, 2002 (incorporated herein by reference to Exhibit 10.04 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 2002)
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10.07*
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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)
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10.08*
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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)
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EXHIBIT
INDEX
|
Sequential
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|||
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Exhibit
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Page
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|||
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Number
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Description
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Number
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10.09*
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Amended
and Restated Eastman Executive Deferred 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, 2009)
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10.10*
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Amended
Directors' Deferred Compensation Plan (incorporated herein by reference to
Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2008)
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10.11*
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Eastman
Unit Performance Plan as amended and restated December 31,
2007
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**
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10.12*
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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)
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10.13*
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Unit
Performance Plan ("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 2009 performance year (incorporated
herein by reference to the Company's Current Report on Form 8-K dated
December 4, 2008)
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10.14*
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Employment
Agreement between Eastman Chemical Company and Mark J. Costa dated May 4,
2006 (incorporated herein by reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2006)
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10.15*
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Amendment
dated December 31, 2009, to Employment Agreement between Eastman Chemical
Company and Mark J. Costa
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**
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10.16*
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Notice
of Stock Option Granted to Mark J. Costa on June 1, 2006 (incorporated
herein by reference to Exhibit 10.03 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006)
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10.17*
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Form
of Award Notice for Stock Options Granted to Executive Officers under the
2002 Omnibus Long-Term Compensation Plan (incorporated herein by reference
to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006)
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EXHIBIT
INDEX
|
Sequential
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Exhibit
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Page
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Number
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Description
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Number
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10.18*
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Forms
of Award Notice for Stock Options Granted to Executive Officers under the
2007 Omnibus Long-Term Compensation Plan (incorporated herein by reference
to Exhibit 10.08 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007 and Exhibit 10.01 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2008)
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10.19*
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Forms
of Award Notice for Stock Options Granted to Mark J. Costa (incorporated
herein by reference to Exhibit 10.02 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006 and Exhibit 10.02 to
the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008)
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10.20*
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Form
of Performance Share Awards to Executive Officers (2007 – 2009 Performance
Period) (incorporated herein by reference to Exhibit 10.03 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 2006)
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10.21*
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Form
of Performance Share Award to Mark J. Costa (2007-2009 Performance Period)
(incorporated herein by reference to Exhibit 10.04 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2006)
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10.22*
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1997
Omnibus Long-Term Compensation Plan, as amended (incorporated
herein by reference to Exhibit 10.03 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007)
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10.23*
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2007
Omnibus Long-Term Compensation Plan, as amended (incorporated
herein by reference to Exhibit 10.01 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007)
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10.24*
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Forms
of Performance Share Awards to Executive Officers (2008 – 2010 Performance
Period) (incorporated herein by reference to Exhibit 10.09 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 2007)
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10.25*
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Forms
of Performance Share Awards to Executive Officers (2009 – 2011 Performance
Period) (incorporated herein by reference to Exhibit 10.03 and 10.04 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008)
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10.26*
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Forms
of Performance Share Awards to Executive Officers (2010 – 2012 Performance
Period) (incorporated herein by reference to Exhibit 10.01 and 10.02 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009)
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10.27*
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2007
Director Long-Term Compensation Subplan of the 2007 Omnibus Long-Term
Compensation Plan (incorporated herein by reference to Exhibit 10.10 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007)
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10.28*
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2008
Director Long-Term Compensation Subplan of the 2007 Omnibus Long-Term
Compensation Plan (incorporated herein by reference to Exhibit 10.05 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008)
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EXHIBIT
INDEX
|
Sequential
|
|||
|
Exhibit
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Page
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|||
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Number
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Description
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Number
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10.29*
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Unit
Performance Plan ("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 2010 performance year (incorporated
herein by reference to the Company's Current Report on Form 8-K dated
December 2, 2009)
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10.30*
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Forms
of Restricted Stock Unit Awards to James P. Rogers, Mark J. Costa and
Ronald C. Lindsay (incorporated herein by reference to Exhibit 10.32 to
the Company's Annual Report on Form 10-K for the year ended December 31,
2008)
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10.31*
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Form
of Restricted Stock Unit Award to Curtis E. Espeland
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**
|
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12.01
|
Statement
re: Computation of Ratios of Earnings (Loss) to Fixed
Charges
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**
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21.01
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Subsidiaries
of the Company
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**
|
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23.01
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Consent
of Independent Registered Public Accounting Firm
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**
|
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31.01
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Rule
13a – 14(a) Certification by James P. Rogers, President and Chief
Executive Officer, for the year ended December 31, 2009
|
**
|
||
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31.02
|
Rule
13a – 14(a) Certification by Curtis E. Espeland, Senior Vice President and
Chief Financial Officer, for the year ended December 31,
2009
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**
|
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32.01
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Section
1350 Certification by James P. Rogers, President and Chief Executive
Officer, for the year ended December 31, 2009
|
**
|
||
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32.02
|
Section
1350 Certification by Curtis E. Espeland, Senior Vice President and Chief
Financial Officer, for the year ended December 31, 2009
|
**
|
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99.01
|
Presentation
of Revised Segment Financial Information
|
**
|
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101.INS
|
XBRL
Instance Document (furnished, not filed)
|
|||
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101.SCH
|
XBRL
Taxonomy Extension Schema (furnished, not filed)
|
|||
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101.CAL
|
XBRL
Taxonomy Calculation Linkbase (furnished, not filed)
|
|||
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101.LAB
|
XBRL
Taxonomy Label Linkbase (furnished, not filed)
|
|||
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101.PRE
|
XBRL
Definition Linkbase Document (furnished, not filed)
|
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* Management
contract or compensatory plan or arrangement filed pursuant to Item 601(b)
(10) (iii) of Regulation S-K.
|
||||
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** Previously
filed with the 2009 Form 10-K on February 24,
2010
|
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