EASTMAN CHEMICAL CO MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

Page

  Non-GAAP Financial Measures                       35

  Overview                                          40

  Results of Operations                             41

  Summary by Operating Segment                      47

  Sales by Customer Location                        51

  Liquidity and Other Financial Information         52

  Critical Accounting Estimates                     54

  Recently Issued Accounting Standards              54

  Outlook                                           55

  Risk Factors                                      55



This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is based upon the consolidated financial statements of
Eastman Chemical Company ("Eastman" or the "Company"), which have been prepared
in accordance with accounting principles generally accepted in the United States
("GAAP"), and should be read in conjunction with the Company's audited
consolidated financial statements, including related notes, and MD&A contained
in the Company's 2021   Annual Report on Form 10-K  , and the unaudited
consolidated financial statements, including related notes, included elsewhere
in this Quarterly Report on Form 10-Q. All references to earnings per share
("EPS") contained in this report are diluted EPS unless otherwise noted.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

NON-GAAP FINANCIAL MEASURES

Non-GAAP financial measures, and the accompanying reconciliations of the
non-GAAP financial measures to the most comparable GAAP measures, are presented
below in this section and in "Overview", "Results of Operations", "Summary by
Operating Segment", "Liquidity and Other Financial Information", and "Outlook"
in this MD&A.

Management discloses non-GAAP financial measures, and the related
reconciliations to the most comparable GAAP financial measures, because it
believes investors use these metrics in evaluating longer term
period-over-period performance, and to allow investors to better understand and
evaluate the information used by management to assess the Company's and its
operating segments' performances, make resource allocation decisions, and
evaluate organizational and individual performances in determining certain
performance-based compensation. Non-GAAP financial measures do not have
definitions under GAAP, and may be defined differently by, and not be comparable
to, similarly titled measures used by other companies. As a result, management
cautions investors not to place undue reliance on any non-GAAP financial
measure, but to consider such measures alongside the most directly comparable
GAAP financial measure.

Company’s Use of Non-GAAP Financial Measures

Non-core items and any unusual or non-recurring items excluded from non-GAAP revenue

In addition to evaluating Eastman's financial condition, results of operations,
liquidity, and cash flows as reported in accordance with GAAP, management also
evaluates Company and operating segment performance, and makes resource
allocation and performance evaluation decisions, excluding the effect of
transactions, costs, and losses or gains that do not directly result from
Eastman's normal, or "core", business and operations or are otherwise of an
unusual or non-recurring nature.

•Non-core transactions, costs, and losses or gains relate to, among other
things, cost reductions, growth and profitability improvement initiatives,
changes in businesses and assets, and other events outside of core business
operations, and have included asset impairments and restructuring charges and
gains, costs of and related to acquisitions, gains and losses from and costs
related to dispositions, closure, or shutdowns of businesses or assets,
financing transaction costs, environmental costs related to previously divested
businesses or non-operational sites and product lines; and mark-to-market losses
or gains for pension and other postretirement benefit plans.
•In first nine months 2022, the Company recognized unusual costs, net of
insurance proceeds, from the previously reported January 31, 2022 operational
incident at its Kingsport site as a result of a steam line failure (the "steam
line incident"). Management considered the operational incident unusual because
of the Company's operational and safety history and the magnitude of the
unplanned disruption.
•In third quarter and first nine months 2021, the Company decreased the
provision for income taxes due to adjustment of the amount recognized in prior
years resulting from the 2017 Tax Cuts and Jobs Act. As with the prior years'
item to which this relates, management considers this decrease unusual because
of the infrequent nature of the underlying change in tax law and resulting
impacts on earnings.

Because non-core, unusual, or non-recurring transactions, costs, and losses or
gains may materially affect the Company's, or any particular operating
segment's, financial condition or results in a specific period in which they are
recognized, management believes it is appropriate to evaluate both the financial
measures prepared and calculated in accordance with GAAP and the related
non-GAAP financial measures excluding the effect on the Company's results of
these non-core, unusual, or non-recurring items. In addition to using such
measures to evaluate results in a specific period, management evaluates such
non-GAAP measures, and believes that investors may also evaluate such measures,
because such measures may provide more complete and consistent comparisons of
the Company's and its segments' operational performance on a period-over-period
historical basis and, as a result, provide a better indication of expected
future trends.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Adjusted tax rate and provision for income taxes

In interim periods, Eastman discloses non-GAAP earnings with an adjusted
effective tax rate and a resulting adjusted provision for income taxes using the
Company's forecasted tax rate for the full year as of the end of the interim
period. The adjusted effective tax rate and resulting adjusted provision for
income taxes are equal to the Company's projected full year effective tax rate
and provision for income taxes on earnings excluding non-core, unusual, or
non-recurring items for completed periods. The adjusted effective tax rate and
resulting adjusted provision for income taxes may fluctuate during the year for
changes in events and circumstances that change the Company's forecasted annual
effective tax rate and resulting provision for income taxes excluding non-core,
unusual, or non-recurring items. Management discloses this adjusted effective
tax rate, and the related reconciliation to the GAAP effective tax rate, to
provide investors more complete and consistent comparisons of the Company's
operational performance on a period-over-period interim basis and on the same
basis as management evaluates quarterly financial results to provide a better
indication of expected full year results.

Non-GAAP Debt Measure

Eastman from time to time evaluates and discloses to investors and securities
and credit analysts the non-GAAP debt measure "net debt", which management
defines as total borrowings less cash and cash equivalents. Management believes
this metric is useful to investors and securities and credit analysts to provide
them with information similar to that used by management in evaluating the
Company's overall financial position, liquidity, and leverage and because
management believes investors, securities analysts, credit analysts and rating
agencies, and lenders often use a similar measure to assess and compare
companies' relative financial position and liquidity.

Non-GAAP measures in this quarterly report

The following non-core items are excluded by management in its evaluation of
certain earnings results in this Quarterly Report:
•Asset impairments and restructuring charges, net;
•Mark-to-market pension and other postretirement benefit plans gains and losses
resulting from the changes in discount rates and other actuarial assumptions and
the difference between actual and expected returns on plan assets during the
period;
•Environmental and other costs from previously divested or non-operational sites
and product lines;
•Gains and losses, net on divested businesses and related transaction costs; and
•Accelerated depreciation resulting from the closure of a manufacturing facility
as part of ongoing site optimization.

The following unusual items are excluded by management in its assessment of certain earnings results in this quarterly report: • Steamline incident costs, net of insurance proceeds, and • Decrease in tax provision on profit or loss due to the adjustment of the amount recognized in prior years as a result of the Tax Cuts and Jobs Act 2017.

As described above, the other non-GAAP measure of debt, “net debt”, is also presented in this quarterly report.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Financial Measures – Non-core and Unusual Items Excluded from Earnings and Income Tax Provision Adjustments

                                                               Third Quarter                    First Nine Months
(Dollars in millions)                                      2022              2021             2022              2021

Non-core items affecting earnings before interest and taxes: Asset impairments and restructuring charges, net $2 $

     7          $     23          $    29
Mark-to-market pension and other postretirement
benefits (gain) loss, net                                      -                -                (3)               -
Environmental and other costs                                  -                -                15                -

Net loss (gain) on divested operations and associated transaction costs

                                              7               68                 8              563
Accelerated depreciation                                       -                -                 -                4

Unusual item affecting earnings before interest and taxes: Steamline incident costs, net of insurance proceeds

           -                -                42                -

Total non-essential and unusual items affecting earnings before interest and taxes

                                      9               75                85              596

Less: Items impacting provision for income taxes:
Tax effect of non-core and unusual items                      28               26               (16)              61
Adjustment from tax law changes                                -               15                 -               15

Interim adjustment to tax provision                           32               47                16               29
Total items impacting provision for income taxes              60               88                 -              105
Total items impacting net earnings attributable to
Eastman                                                 $    (51)         $   (13)         $     85          $   491


This MD&A includes a discussion of the impact of the above on the following GAAP financial measures:

•Gross profit,
•Selling, general and administrative costs ("SG&A"),
•Other components of post-employment (benefit) cost, net,
•Other (income) charges, net,
•Earnings before interest and taxes ("EBIT"),
•(Benefit from) provision for income taxes,
•Net earnings attributable to Eastman,
•Diluted EPS, and
•Total borrowings.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Other Non-GAAP Financial Measures

Other Non-GAAP Cash Flow Measures

In addition to the non-GAAP measures presented in this Quarterly Report and
other periodic reports, management occasionally has evaluated and disclosed to
investors and securities analysts the non-GAAP measure cash provided by or used
in operating activities excluding certain non-core, unusual, or non-recurring
sources or uses of cash or including cash from or used by activities that are
managed as part of core business operations ("adjusted cash provided by or used
in operating activities") when analyzing, among other things, business
performance, liquidity and financial position, and performance-based
compensation. Management has used this non-GAAP measure in conjunction with the
GAAP measure cash provided by or used in operating activities because it
believes it is an appropriate metric to evaluate the cash flows from Eastman's
core operations that are available for organic and inorganic growth initiatives
and because it allows for a more consistent period-over-period presentation of
such amounts. In its evaluation, management generally excludes the impact of
certain non-core and unusual activities and decisions of management that it
considers non-core, ongoing components of operations and the decisions to
undertake or not to undertake such activities may be made irrespective of the
cash generated from operations, and generally includes cash from or used in
activities that are managed as operating activities and in business operating
decisions. Management has disclosed this non-GAAP measure and the related
reconciliation to investors, securities analysts, credit analysts and rating
agencies, and lenders to allow them to better understand and evaluate the
information used by management in its decision-making processes and because
management believes investors and securities analysts use similar measures to
assess Company performance, liquidity, and financial position over multiple
periods and to compare these with other companies.

From time to time, Eastman evaluates and discloses to investors and securities
analysts an alternative non-GAAP measure of "free cash flow", which management
defines as net cash provided by or used in operating activities less the amount
of net capital expenditures (typically the GAAP measure additions to properties
and equipment). Such net capital expenditures are generally funded from
available cash and, as such, management believes they should be considered in
determining free cash flow. Management believes this is an appropriate metric to
assess the Company's ability to fund priorities for uses of available cash. The
priorities for cash after funding operations include payment of quarterly
dividends, repayment of debt, funding targeted growth opportunities, and
repurchasing shares. Management believes this metric is useful to investors and
securities analysts to provide them with information similar to that used by
management in evaluating financial performance and potential future cash
available for various initiatives and assessing organizational performance in
determining certain performance-based compensation, and because management
believes investors and securities analysts often use a similar measure of free
cash flow to compare the results, and value, of comparable companies. In
addition, Eastman may disclose to investors and securities analysts an
alternative non-GAAP measure of "free cash flow yield", which management defines
as annual free cash flow divided by the Company's market capitalization, and
"free cash flow conversion", which management defines as annual free cash flow
divided by adjusted net income. Management believes this metric is useful to
investors and securities analysts in comparing cash flow generation with that of
peer and other companies.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Other Non-GAAP Earnings Measures

From time to time, Eastman may also disclose to investors and securities
analysts the non-GAAP earnings measures "Adjusted EBIT Margin", "Adjusted
EBITDA", "Adjusted EBITDA Margin", "Return on Invested Capital" (or "ROIC"), and
"Adjusted ROIC". Management defines Adjusted EBIT Margin as the GAAP measure
EBIT adjusted to exclude the same non-core, unusual, or non-recurring items as
are excluded from the Company's other non-GAAP earnings measures for the same
periods divided by the GAAP measure sales revenue in the Company's Consolidated
Statements of Earnings, Comprehensive Income and Retained Earnings for the same
period. Adjusted EBITDA is EBITDA (net earnings before interest, taxes,
depreciation and amortization) adjusted to exclude the same non-core, unusual,
or non-recurring items as are excluded from the Company's other non-GAAP
earnings measures for the same periods. Adjusted EBITDA Margin is Adjusted
EBITDA divided by the GAAP measure sales revenue in the Company's Consolidated
Statements of Earnings, Comprehensive Income and Retained Earnings for the same
periods. Management defines ROIC as net earnings plus interest expense after tax
divided by average total borrowings plus average stockholders' equity for the
periods presented, each derived from the GAAP measures in the Company's
financial statements for the periods presented. Adjusted ROIC is ROIC adjusted
to exclude from net earnings the same non-core, unusual, or non-recurring items
as are excluded from the Company's other non-GAAP earnings measures for the same
periods. Management believes that Adjusted EBIT Margin, Adjusted EBITDA,
Adjusted EBITDA Margin, ROIC, and Adjusted ROIC are useful as supplemental
measures in evaluating the performance of and returns from Eastman's operating
businesses, and from time to time uses such measures in internal performance
calculations. Further, management understands that investors and securities
analysts often use similar measures of Adjusted EBIT Margin, Adjusted EBITDA,
Adjusted EBITDA Margin, ROIC, and Adjusted ROIC to compare the results, returns,
and value of the Company with those of peer and other companies.


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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Eastman's products and operations are managed and reported in four operating
segments: Additives & Functional Products ("AFP"), Advanced Materials ("AM"),
Chemical Intermediates ("CI"), and Fibers. Eastman uses an innovation-driven
growth model which consists of leveraging world class scalable technology
platforms, delivering differentiated application development capabilities, and
relentlessly engaging the market. The Company's world class technology platforms
form the foundation of sustainable growth by differentiated products through
significant scale advantages in research and development ("R&D") and advantaged
global market access. Molecular recycling technologies continue to be an area of
investment focus for the Company and extends the level of differentiation
afforded by our world class technology platforms. Differentiated application
development converts market complexity into opportunities for growth and
accelerates innovation by enabling a deeper understanding of the value of
Eastman's products and how they perform within customers' and end-user products.
Key areas of application development include thermoplastic conversion,
functional films, coatings formulations, textiles, animal nutrition, and
personal and home care formulations. The Company engages the market by working
directly with customers and downstream users, targeting attractive niche
markets, and leveraging disruptive macro trends. Management believes that these
elements of the Company's innovation-driven growth model, combined with
disciplined portfolio management and balanced capital deployment, will result in
consistent, sustainable earnings growth and strong cash flow.

The Company generated sales revenue of $2.7 billion in both third quarter 2022
and 2021, and $8.2 billion and $7.8 billion in first nine months 2022 and 2021,
respectively. EBIT was $324 million and $370 million in third quarter 2022 and
2021, respectively, and $1,083 million and $703 million in first nine months
2022 and 2021, respectively. Excluding the non-core and unusual items identified
in "Non-GAAP Financial Measures", adjusted EBIT was $333 million and $445
million in third quarter 2022 and 2021, respectively, and $1.2 billion and $1.3
billion in first nine months 2022 and 2021, respectively.

Sales revenue in third quarter 2022 compared to third quarter 2021 was
relatively unchanged as higher selling prices were offset by an unfavorable
impact from divested businesses and foreign currency exchange rates. Sales
volume was relatively unchanged due to a favorable product mix attributed to the
strength of the innovation-driven growth model being offset by slowing demand
across several key end-markets. Third quarter 2022 sales volume was also
impacted by an unplanned power outage at the Company's Kingsport site in July
2022 ("Kingsport power outage"), and logistical constraints. Adjusted EBIT
decreased in third quarter 2022 compared to third quarter 2021 primarily due to
lower sales volume from the divested businesses, higher manufacturing costs,
unfavorable foreign currency exchange rates, and continued spend for growth
investment. These costs were partially offset by lower SG&A costs, primarily due
to lower variable compensation costs.

Sales revenue in first nine months 2022 compared to first nine months 2021
increased $425 million primarily due to higher selling prices, which were
partially offset by lower sales volume from divested businesses. Adjusted EBIT
decreased in first nine months 2022 compared to first nine months 2021 primarily
due to higher raw material and energy costs, and higher distribution costs,
partially offset by higher selling prices.

On January 31, 2022, the Company had an incident at its Kingsport site as a
result of a steam line failure. Consistent with Eastman's safety processes, all
manufacturing operations at the site were safely shut down following the
incident. All impacted areas of the manufacturing facility were operational as
of March 31, 2022. The primary impacted area was specialty copolyesters in the
AM segment. The Fibers segment was also modestly impacted.

First nine months 2022 includes costs associated with normal business
operations, including labor, benefits, and depreciation, which were accelerated
into the first quarter, as well as incremental costs to repair damaged
infrastructure and minimize customer disruption. Incremental costs, net of
insurance proceeds, of $42 million for first nine months 2022, primarily related
to the repair of damaged infrastructure, were excluded from the Company's
adjusted EBIT.

On November 1, 2021, the Company and certain of its subsidiaries completed the
sale of the rubber additives (including Crystex™ insoluble sulfur and Santoflex™
antidegradants) and other product lines and related assets and technology of the
global tire additives business of its AFP segment ("rubber additives"). The sale
did not include the Eastman Impera™ tire resins and other performance resins
product lines of the tire additives business.

On April 1, 2022, the Company and certain of its subsidiaries completed the sale
of the 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, of
its AFP segment ("adhesives resins").

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

For additional information on the sales of the rubber additives business and the
adhesive resins business, see Note 2, "Divestitures", to the unaudited
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q.

As of first quarter 2022, the Company reported sales revenue and EBIT for the
divested businesses from the AFP segment in "Other". To maintain comparability
of segment financial statement information, the Company has recast the segment
financial information for the AFP segment and "Other" for each quarter from
first quarter 2019 through fourth quarter 2021. The information presented below
excludes the financial results of the divested businesses from the AFP segment
and includes the financial results of the divested businesses in "Other". For
more information, refer to the   Current Report on Form 8-K   dated April 18,
2022, and Part II, Item 5, "Other Information" in the   Quarterly Report on Form
10-Q   for first quarter 2022.

An analysis of the variations in sales and EBIT is presented in the “Results of operations” and “Summary by operating segment” sections of this management report.

Net earnings and EPS and adjusted net earnings and EPS were as follows:

                                                              Third Quarter
                                                       2022                 

2021

(Dollars in millions, except EPS)                  $         EPS          $ 

PES

Net earnings attributable to Eastman            $ 301      $ 2.46      $ 351      $ 2.57
Total non-core and unusual items, net of tax      (19)      (0.15)        34        0.23
Interim adjustment to tax provision               (32)      (0.26)       (47)      (0.34)
Adjusted net earnings                           $ 250      $ 2.05      $ 338      $ 2.46

                                                            First Nine Months
                                                       2022                   2021
(Dollars in millions, except EPS)                  $         EPS          $ 

PES

Net earnings attributable to Eastman            $ 792      $ 6.26      $ 479      $ 3.49
Total non-core and unusual items, net of tax      101        0.81        520        3.76
Interim adjustment to tax provision               (16)      (0.13)       (29)      (0.20)
Adjusted net earnings                           $ 877      $ 6.94      $ 970      $ 7.05

Cash flows generated by operating activities were $518 million and $1,189 million in the first nine months of 2022 and 2021, respectively.

RESULTS OF OPERATIONS

Sales
                                              Third Quarter                                 First Nine Months
                                                               Change                                          Change
(Dollars in millions)            2022         2021          $          %         2022         2021           $         %
Sales                          $ 2,709      $ 2,720      $ (11)        -  %    $ 8,207      $ 7,782      $  425        5  %
Volume / product mix effect                                (40)       (1) %                                  24        -  %
Price effect                                               378        14  %                               1,214       15  %
Exchange rate effect                                       (81)       (3) %                                (173)      (2) %
Divested business effect (1)                              (268)      (10) %                                (640)      (8) %


(1) Contribution to revenue from divested activities that are not over comparable periods in 2022.

Sales revenue in third quarter and first nine months 2022 compared to third
quarter and first nine months 2021 was relatively unchanged and increased,
respectively, as higher selling prices in all operating segments were mostly
offset by an unfavorable impact from divested businesses and foreign currency
exchange rates. Further discussion by operating segment is presented in "Summary
by Operating Segment" in this MD&A.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Gross Profit
                                                         Third Quarter                                        First Nine Months
(Dollars in millions)                       2022            2021             Change               2022              2021             Change
Gross profit                             $   541          $  662                 (18) %       $   1,761          $ 1,941                  (9) %

Accelerated depreciation                       -               -                                      -                4
Steam line incident costs, net of
insurance proceeds                             -               -                                     42                -
Gross profit excluding non-core and
unusual items                            $   541          $  662                 (18) %       $   1,803          $ 1,945                  (7) %



Gross profit in first nine months 2022 included incremental costs, net of
insurance proceeds, from the steam line incident, and first nine months 2021
included accelerated depreciation resulting from the previously reported closure
of an advanced interlayers manufacturing facility in North America in the AM
segment as part of ongoing site optimization actions. Excluding these non-core
and unusual items, gross profit decreased in third quarter and first nine months
2022 compared to third quarter and first nine months 2021 as a result of
decreases in all operating segments, except the AM segment in third quarter 2022
and the CI segment in first nine months 2022. Further discussion of sales
revenue and EBIT changes is presented in "Summary by Operating Segment" in this
MD&A.

Selling, general and administrative expenses

                                                           Third Quarter                                          First Nine Months
(Dollars in millions)                         2022            2021             Change                 2022                2021             Change
Selling, general and administrative
expenses                                   $   173          $  201                 (14) %       $     554               $  587                  (6) %

Transaction costs                               (4)             (8)                                   (15)                  (8)

Selling, general and administrative
expenses excluding non-core item           $   169          $  193                 (12) %       $     539               $  579                  (7) %



Third quarter and first nine months 2022 and 2021 SG&A expenses included
transaction costs for divested businesses. Excluding this non-core item, SG&A
expenses decreased in third quarter and first nine months 2022 compared to third
quarter and first nine months 2021 primarily as a result of lower variable
compensation costs partially offset by higher growth initiative costs.

Research and development costs

                                                          Third Quarter                                           First Nine Months
(Dollars in millions)                       2022              2021             Change                 2022                2021             Change
Research and development expenses       $    68             $   66                   3  %       $     200               $  187                   7  %



R&D expenses increased in third quarter and first nine months 2022 compared to
third quarter and first nine months 2021 primarily due to higher spend for
growth investment, primarily in the AM and AFP segments including methanolysis
and other circular economy initiatives.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Impairment of assets and restructuring charges, net


(Dollars in millions)                                      Third Quarter                     First Nine Months
Tangible Asset Impairments                             2022              2021              2022              2021
Site optimizations
Other - Tire additives                              $      -          $     -          $        -          $    4
AM - Advanced interlayers                                  -                -                   -               1
                                                           -                -                   -               5
Loss (Gain) on Sale of Previously Impaired Assets
Site optimizations
Other - Tire additives                                     -                -                  (1)              -
AM - Advanced interlayers                                  -                -                  16               -
AFP - Animal nutrition                                     -                -                   -              (1)
                                                           -                -                  15              (1)

Severance Charges
Business improvement and cost reduction actions            -                -                   2               -
Site optimizations
AM - Performance films                                     -                -                   1               -
AM - Advanced interlayers                                  -                -                   -               1

                                                           -                -                   3               1
Other Restructuring Costs

CI & AFP - Singapore                                       1                3                   3              16
Site optimizations
AM - Advanced interlayers                                  1                1                   2               3
AM - Performance films                                     -                2                   -               2
Other - Tire additives                                     -                1                   -               3

                                                           2                7                   5              24

Total                                               $      2          $     7          $       23          $   29



For detailed information regarding asset impairments and restructuring charges,
net see Note 14, "Asset Impairments and Restructuring Charges, Net", to the
unaudited consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q.

Other components of post-employment (benefit) cost, net

                                                                   Third Quarter                      First Nine Months
(Dollars in millions)                                          2022             2021                2022                2021

Other components of post-employment cost (benefits), net $ (30)

   $  (36)         $     (95)              $ (109)

Mark-to-market gain (loss) from pensions and other post-employment benefits, net

                                                   -               -                  3                    -
Other components of post-employment (benefit) cost, net
excluding non-core item                                     $    (30)         $  (36)         $     (92)              $ (109)


For more information on the other components of post-employment (benefits) cost, see note 8, “Pension plans”, of the unaudited consolidated financial statements in part I, point 1 of this quarterly report on 10-Q form.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Other (income) expenses, net

                                                                   Third Quarter                     First Nine Months
(Dollars in millions)                                          2022               2021              2022             2021

Foreign exchange (gains) losses, net $7

$2 $15 $7

(Income) loss from equity investments and other
investment (gains) losses, net                                 (2)                  (3)               (17)            (12)

Other, net                                                     (4)                  (5)                 5              (6)
Other (income) charges, net                               $     1               $   (6)         $       3          $  (11)
Environmental and other costs                                   -                    -                (15)              -

Other (income) expenses, net excluding non-strategic items $1

$ (6) $ (12) $ (11)

For more information regarding the components of foreign exchange losses, see Note 7, “Derivative and non-derivative financial instruments,” to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10- Q.

Earnings before interest and taxes

                                                           Third Quarter                                        First Nine Months
(Dollars in millions)                         2022            2021             Change               2022              2021             Change

Earnings before interest and taxes $324 $370

        (12) %       $   1,083          $   703                  54  %
Mark-to-market pension and other
postretirement benefits (gain) loss, net         -               -                                     (3)               -
Asset impairments and restructuring
charges, net                                     2               7                                     23               29
Net (gain) loss on divested businesses and
related transaction costs                        7              68                                      8              563
Accelerated depreciation                         -               -                                      -                4
Steam line incident costs, net of
insurance proceeds                               -               -                                     42                -
Environmental and other costs                    -               -                                     15                -
Earnings before interest and taxes
excluding non-core and unusual items       $   333          $  445                 (25) %       $   1,168          $ 1,299                 (10) %



Net Interest Expense
                                        Third Quarter                          First Nine Months
(Dollars in millions)            2022          2021      Change           2022            2021       Change
Gross interest costs         $    47          $ 51         (8) %    $     143            $ 155         (8) %
Less: Capitalized interest         2             1                          6                3
Interest expense                  45            50                        137              152
Less: Interest income              2             1                          3                2
Net interest expense         $    43          $ 49        (12) %    $     134            $ 150        (11) %


Net interest expense decreased in the third quarter and first nine months of 2022 compared to the third quarter and first nine months of 2021, primarily due to lower total borrowings.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

(Benefit from) provision for income taxes

                                                     Third Quarter                                                 First Nine Months
                                           2022                          2021                              2022                             2021
(Dollars in millions)                $              %              $              %                  $                 %              $              %
(Benefit from) provision for
income taxes and effective tax
rate                             $  (20)            (7) %       $ (33)           (10) %       $    155                 16  %       $  66             12

%

Tax provision for non-core and
unusual items (1)                    28                            26                              (16)                               61
Adjustment from tax law changes
(2)                                   -                            15                                -                                15

Interim adjustment to tax
provision (3)                        32                            47                               16                                29
Adjusted provision for income
taxes and effective tax rate     $   40             14  %       $  55             14  %       $    155                 15  %       $ 171             15

%


(1)Provision for income taxes for non-core and unusual items is calculated using
the tax rate for the jurisdiction where the gains are taxable and the expenses
are deductible.
(2)Decrease to the provision for income taxes due to adjustment of the amount
recognized in prior years as a result of the 2017 Tax Cuts and Jobs Act.
(3)Third quarter 2022 provision for income taxes was adjusted to reflect the
current forecasted full year effective tax rate. Third quarter 2021 provision
for income taxes was adjusted to reflect the then current forecasted full year
effective tax rate. The adjusted provision for income taxes for first nine
months 2022 and 2021 are calculated applying the forecasted full year effective
tax rates as shown below.
                                                                        First Nine Months (1)
                                                                      2022                  2021
Effective tax rate                                                         16  %                 12  %

Tax impact of current year non-core and unusual items (2)                  (1) %                  3  %
Changes in tax contingencies and valuation allowances                       1  %                  1  %
Forecasted full year impact of expected tax events                         (1) %                 (1) %

Forecasted full year adjusted effective tax rate                           15  %                 15  %


(1)Effective tax rate percentages are rounded to the nearest whole percent. The
forecasted full year effective tax rates are 15.0 percent in both first nine
months 2022 and 2021.
(2)Provision for income taxes for non-core and unusual items is calculated using
the tax rate for the jurisdiction where the gains are taxable and the expenses
are deductible.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Net income attributable to Eastman and diluted earnings per share

Third quarter

                                                               2022                            2021
(Dollars in millions, except EPS)                        $              EPS              $              EPS
Net earnings and diluted earnings per share
attributable to Eastman                              $  301          $ 2.46          $  351          $ 2.57
Non-core items, net of tax: (1)

Asset impairments and restructuring charges, net          2            0.01               5            0.04

Net (gain) loss on divested businesses and related
transaction costs                                       (21)          (0.16)             44            0.30

Unusual item, net of tax: (1)

Adjustment from tax law changes                           -               -             (15)          (0.11)
Interim adjustment to tax provision                     (32)          (0.26)            (47)          (0.34)

Adjusted net earnings and diluted earnings per share attributable to Eastman

                              $  250          $ 2.05          $  338          $ 2.46



                                                                          First Nine Months
                                                                2022                            2021
(Dollars in millions, except EPS)                         $              EPS              $              EPS
Net earnings and diluted earnings per share
attributable to Eastman                               $  792          $ 6.26          $  479          $ 3.49
Non-core items, net of tax: (1)
Mark-to-market pension and other post-employment
benefits (gain) loss, net                                 (3)          (0.02)              -               -
Asset impairments and restructuring charges, net          18            0.14              23            0.16

Net loss (gain) on divested operations and associated transaction costs

                                         43            0.35             509            3.69
Accelerated depreciation                                   -               -               3            0.02
Environmental and other costs                             11            0.09               -               -

Unusual items, net of tax: (1)
Steam line incident costs, net of insurance proceeds      32            0.25               -               -

Adjustment from tax law changes                            -               -             (15)          (0.11)
Interim adjustment to tax provision                      (16)          (0.13)            (29)          (0.20)

Adjusted net earnings and diluted earnings per share attributable to Eastman

                               $  877          $ 

6.94 $970 $7.05


(1)Provision for income taxes for non-core and unusual items is calculated using
the tax rate for the jurisdiction where the gains are taxable and the expenses
are deductible.


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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

SUMMARY BY OPERATING SEGMENT

Eastman's products and operations are managed and reported in four operating
segments: Additives & Functional Products ("AFP"), Advanced Materials ("AM"),
Chemical Intermediates ("CI"), and Fibers. For additional financial and product
information for each operating segment, see Part I, Item 1, "Business - Business
Segments" and Part II, Item 8, Note 20, "Segment and Regional Sales
Information", in the Company's 2021   Annual Report on Form 10-K   and the
recasted financial information for AFP segment and "Other" in Part II, Item 5,
"Other Information" of the   Quarterly Report on Form 10-Q   for first quarter
2022.

Additives & Functional Products Segment

                                                    Third Quarter                                                First Nine Months
                                                                      Change                                                            Change
                                 2022           2021             $               %              2022             2021              $              %
(Dollars in millions)
Sales                          $ 820          $ 729          $   91              12  %       $ 2,460          $ 1,993          $ 467              23  %

Volume / product mix effect                                       9               1  %                                           143               7  %
Price effect                                                    117              16  %                                           402              20  %
Exchange rate effect                                            (35)             (5) %                                           (78)             (4) %

Earnings before interest and
taxes                          $ 126          $ 130          $   (4)             (3) %       $   419          $   346          $  73              21  %

Asset impairments and
restructuring charges, net         -              1              (1)                               -                3             (3)

Earnings before interest and
taxes excluding non-core item    126            131              (5)             (4) %           419              349             70              20  %


Sales revenue in third quarter 2022 increased compared to third quarter 2021
primarily due to higher selling prices, partially offset by unfavorable foreign
exchange rates. Higher selling prices were due to higher raw material, energy,
and distribution prices. Cost pass-through contracts represented approximately
45 percent of the selling price increase in third quarter 2022. In addition,
there was favorable product mix in the aviation fluids end-market mostly offset
by weakening demand in the building and construction and industrial end-markets.

Sales for the first nine months of 2022 increased compared to the first nine months of 2021, mainly due to higher selling prices and higher sales volume. The increase in selling prices was due to key end-market demand and higher raw material, energy and distribution prices. Cost pass-through contracts accounted for approximately 40% of the increase in sales prices in the first nine months of 2022. The increase in sales volume is due to continued underlying demand in key end markets, including personal care, electronics, animal nutrition, and building and construction.

Third quarter and first nine months 2021 EBIT included asset impairment and
restructuring charges resulting from the closure of a production facility and
first nine months 2021 EBIT included a gain on the sale of previously impaired
assets. For more information regarding asset impairments and restructuring
charges, see Note 14, "Asset Impairments and Restructuring Charges, Net", to the
unaudited consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q.

Excluding these non-core items, EBIT decreased in third quarter 2022 compared to
third quarter 2021 primarily due to $8 million unfavorable shift in currency
exchange rates, partially offset by $2 million favorable product mix and lower
sales volume.

Excluding these non-core items, EBIT increased in first nine months 2022
compared to first nine months 2021 primarily due to: $34 million higher sales
volume; $37 million higher selling prices, net of higher raw material and energy
costs, and distribution costs; and lower SG&A costs, primarily due to lower
variable compensation costs, partially offset by higher R&D costs, primarily due
to higher growth initiative costs, totaling $9 million. In addition, $15 million
of an unfavorable shift in foreign currency exchange rates was recognized in the
period.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
Advanced Materials Segment
                                                   Third Quarter                                                First Nine Months
                                                                      Change                                                           Change
                                 2022           2021             $              %              2022             2021              $              %
(Dollars in millions)
Sales                          $ 888          $ 770          $ 118              15  %       $ 2,471          $ 2,255          $ 216              10  %

Volume / product mix effect                                     24               3  %                                           (23)             (1) %
Price effect                                                   123              16  %                                           293              13  %
Exchange rate effect                                           (29)             (4) %                                           (54)             (2) %

Earnings before interest and
taxes                          $ 131          $ 125          $   6               5  %       $   333          $   421          $ (88)            (21) %
Asset impairments and
restructuring charges, net         1              3             (2)                              19                7             12
Accelerated depreciation           -              -              -                                -                4             (4)

Earnings before interest and
taxes excluding non-core items   132            128              4               3  %           352              432            (80)            (19) %


Sales revenue in third quarter 2022 increased compared to third quarter 2021
primarily due to higher selling prices partially offset by an unfavorable shift
in foreign currency exchange rates. Higher selling prices in the specialty
plastics and advanced interlayers product lines were due to higher raw material,
energy, and distribution prices. Sales volume was slightly higher primarily due
to favorable product mix, including the automotive end-market, partially offset
by lower sales volume. Third quarter 2022 sales volume growth in specialty
plastics was impacted by the Kingsport power outage and logistics constraints.

Sales revenue in first nine months 2022 increased compared to first nine months
2021 primarily due to higher selling prices partially offset by unfavorable
shift in foreign currency exchange rate and lower sales volume. Higher selling
prices in the specialty plastics and advanced interlayers product lines were due
to higher raw material, energy, and distribution prices. Sales volume was
relatively unchanged in the performance films and advanced interlayers product
lines as underlying demand remained resilient across key end-markets, including
consumer durables, partially offset by the impact from the steam line incident,
the Kingsport power outage, and logistics constraints primarily in the specialty
plastics product line.

Third quarter and first nine months 2022 and 2021 EBIT included asset impairment
and restructuring charges from a manufacturing facility closure and first nine
months 2021 EBIT included accelerated depreciation. For more information
regarding asset impairments and restructuring charges see Note 14, "Asset
Impairments and Restructuring Charges, Net", to the unaudited consolidated
financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Excluding these non-core items, EBIT increased in third quarter 2022 compared to
third quarter 2021 primarily due to higher favorable product mix partially
offset by lower sales volume and higher manufacturing costs totaling $15 million
and $5 million higher selling prices, net of higher raw materials and energy
costs and distribution costs. This was partially offset by $15 million of an
unfavorable shift in foreign currency exchange rates.

Excluding these non-core items, EBIT decreased in first nine months 2022
compared to first nine months 2021 primarily due to: lower sales volume and
higher manufacturing costs, including costs of the steam line incident, totaling
$28 million; $24 million of an unfavorable shift in foreign currency exchange
rates; and higher R&D and SG&A costs, primarily due to higher growth initiative
costs partially offset by lower variable compensation costs, totaling $17
million.
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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Chemical Intermediates Segment

                                                    Third Quarter                                                First Nine Months
                                                                      Change                                                            Change
                                 2022           2021             $              %               2022             2021              $              %
(Dollars in millions)
Sales                          $ 751          $ 731          $  20                3  %       $ 2,411          $ 2,072          $ 339              16  %

Volume / product mix effect                                    (68)              (9) %                                           (66)             (3) %
Price effect                                                   103               14  %                                           442              21  %
Exchange rate effect                                           (15)              (2) %                                           (37)             (2) %

Earnings before interest and
taxes                          $  85          $ 130          $ (45)             (35) %       $   373          $   336          $  37              11  %

Asset impairments and
restructuring charges, net         1              2             (1)                                3               13            (10)

Earnings before interest and
taxes excluding non-core items    86            132            (46)             (35) %           376              349             27               8  %


Sales revenue in third quarter and first nine months 2022 increased compared to
third quarter and first nine months 2021 primarily due to higher selling prices
resulting from higher raw material, energy, and distribution prices, as well as
constrained market conditions. The impact of lower sales volume, primarily in
plasticizers, was partially offset by demand growth in the agriculture
end-market for functional amines. Third quarter 2022 sales volume was impacted
by slowing end-market demand, customer destocking, and both planned and
unplanned manufacturing maintenance.

Third quarter and first nine months 2022 and 2021 EBIT included asset impairment
and restructuring charges resulting from the closure of a production facility.
For more information regarding asset impairments and restructuring charges see
Note 14, "Asset Impairments and Restructuring Charges, Net", to the unaudited
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q.

Excluding these non-core items, EBIT decreased in third quarter 2022 compared to
third quarter 2021 primarily due to: $33 million lower sales volume; $13 million
higher raw material and energy costs, and distribution costs, net of higher
selling prices; and $12 million higher planned and unplanned maintenance costs.
These costs were partially offset by $13 million lower SG&A costs, primarily due
to lower variable compensation costs.

Excluding these non-core items, EBIT increased in first nine months 2022
compared to first nine months 2021 primarily due to $65 million higher selling
prices, net of higher raw material and energy costs, and higher distribution
costs, and $24 million lower SG&A costs, primarily due to lower variable
compensation costs. This was partially offset by $47 million lower sales volume
and $10 million unfavorable shift in foreign currency exchange rates.

Fibers Segment
                                                    Third Quarter                              First Nine Months
                                                                   Change                                       Change
                                        2022       2021         $          %         2022       2021         $          %
(Dollars in millions)
Sales                                  $ 250      $ 222      $  28        

13% $705 $662 $43 6% Volume effect / product mix

                                     (5)       (2) %                             (30)       (5) %
Price effect                                                    35        16  %                              77        12  %
Exchange rate effect                                            (2)       (1) %                              (4)       (1) %

Earnings before interest and taxes $21 $32 $ (11) (34)% $82 $114 $ (32) (28)%

Third quarter 2022 revenue increased compared to third quarter 2021, primarily due to higher selling prices across the segment due to higher raw material, energy and of distribution, partially offset by a decrease in sales volume mainly due to the kingsport power outage.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Sales revenue in first nine months 2022 increased compared to first nine months
2021 primarily due to higher selling prices across the segment due to higher raw
material, energy, and distribution prices, partially offset by lower sales
volume in acetate tow, primarily as a result of the Russia/Ukraine conflict.

EBIT decreased in third quarter 2022 compared to third quarter 2021 due to $7
million higher manufacturing costs, primarily as a result of the planned
maintenance shutdowns and lower capacity utilization, and $5 million lower sales
volume, primarily as a result of the Kingsport power outage.

EBIT decreased in first nine months 2022 compared to first nine months 2021 due
to $23 million higher manufacturing costs, primarily as a result of the steam
line incident, and $20 million lower sales volume, primarily as a result of the
Russia/Ukraine conflict. These costs were partially offset by $14 million higher
selling prices, net of higher raw material and energy costs, and distribution
costs.

Other
                                                              Third Quarter                      First Nine Months
                                                          2022             2021                2022                2021
(Dollars in millions)
Sales                                                  $      -          $  268          $      160              $  800

Earnings (loss) before interest and taxes Growth initiatives and activities not allocated to operating segments

                                     $    (54)         $   (4)         $     (139)             $  (21)
Pension and other postretirement benefits income
(expense), net not allocated to operating segments           22              27                  71                  81
Asset impairments and restructuring charges, net              -              (1)                 (1)                 (6)

Net gain (loss) on divested operations and associated transaction costs

                                            (7)            (68)                 (8)               (563)
Steam line incident costs, net of insurance proceeds          -               -                 (42)                  -

Other income (expenses), net not allocated to operating segments

                                                      -              (1)                 (5)                 (5)
Earnings (loss) before interest and taxes              $    (39)         $  (47)         $     (124)             $ (514)

Asset impairments and restructuring charges, net              -               1                   1                   6

Net loss (gain) on divested operations and associated transaction costs

                                             7              68                   8                 563
Steam line incident costs, net of insurance proceeds          -               -                  42                   -
Environmental and other costs                                 -               -                  15                   -

Mark-to-market pension and other postretirement
benefits (gain) loss, net                                     -               -                  (3)                  -

Earnings (loss) before interest and taxes excluding non-essential and unusual items

                                  (32)             22                 (61)                 55


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 of its AFP segment. Additionally, on April 1,
2022, the Company and certain of its subsidiaries completed the sale of its
adhesives resins business. The sale 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, all
of which were also previously part of the AFP segment.

Beginning January 1, 2022, sales revenue and EBIT of the divested businesses are
included in "Other". To maintain comparability of segment financial statement
information, the Company has recast the segment financial information for the
AFP segment and "Other" for each quarter from first quarter 2019 through fourth
quarter 2021. For more information, see the   Current Report on Form 8-K   dated
April 18, 2022, and Part II, Item 5, "Other Information" of the   Quarterly
Report on Form 10-Q   for first quarter 2022.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Costs related to growth initiatives, R&D costs, certain components of pension
and other postretirement benefits, and other expenses and income not
identifiable to an operating segment are not included in operating segment
results for any of the periods presented and are included in "Other". First nine
months 2022 EBIT included $42 million of net costs from the steam line incident.
For more information, see "Overview" in this MD&A. First nine months 2022 EBIT
included environmental and other costs from previously divested or
non-operational sites. First nine months 2022 and 2021 EBIT included asset
impairments and restructuring charges and first nine months 2021 EBIT included
severance from the previously reported closure of a tire additives manufacturing
facility in Asia Pacific as part of ongoing site optimization. For more
information regarding asset impairments and restructuring charges see Note 14,
"Asset Impairments and Restructuring Charges, Net", to the unaudited
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q.

SALES BY CUSTOMER LOCATION
                                                                      Sales Revenue
                                                 Third Quarter                              First Nine Months
                                                                   Change                                     Change
(Dollars in millions)               2022         2021          $         %         2022         2021          $      %
United States and Canada          $ 1,202      $ 1,197      $   5        -  %    $ 3,704      $ 3,398      $ 306    9  %
Europe, Middle East, and Africa       680          698        (18)      (3) %      2,106        2,042         64    3  %
Asia Pacific                          662          658          4        1  %      1,912        1,877         35    2  %
Latin America                         165          167         (2)      (1)

% 485 465 20 4%
Total Eastman Chemical Company $2,709 $2,720 $ (11) – % $8,207 $7,782 $425 5%



Sales revenue was relatively unchanged in third quarter 2022 compared to third
quarter 2021 due to lower sales volume (down 11 percent, including the impact
from divested businesses) and an unfavorable shift in foreign currency exchange
rates (down 3 percent) being partially offset by higher selling prices (up 14
percent). The most significant change in sales revenue occurred in the Europe,
Middle East, and Africa ("EMEA") region.

Sales revenue increased 5 percent in first nine months 2022 compared to first
nine months 2021 due to increases in sales revenue across all regions. Higher
sales revenue was primarily due to higher selling prices (up 15 percent)
partially offset by lower sales volume (down 8 percent, including the impact
from divested businesses) and an unfavorable shift in foreign currency exchange
rates (down 2 percent). The most significant increase in sales revenue occurred
in the United States and Canada, primarily due to higher selling prices across
all operating segments partially offset by lower sales volume from the divested
businesses.

A more detailed analysis by business segment is presented in the “Summary by Business Segment” section of this MD&A.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND OTHER FINANCIAL INFORMATION

Cash flow

Cash flows from operations, cash and cash equivalents, and the other sources of
liquidity described below are expected to be available and sufficient to meet
known short and long-term cash requirements. However, the Company's cash flows
from operations can be affected by numerous factors including risks associated
with global operations, raw material availability and cost, demand for and
pricing of Eastman's products, capacity utilization, and other factors described
under "Risk Factors" in this MD&A. Management believes maintaining a financial
profile consistent with a solid investment grade credit rating is important to
its long-term strategic and financial flexibility.

                                                                           First Nine Months
(Dollars in millions)                                                   2022                  2021
Net cash provided by (used in)
Operating activities                                              $      518              $   1,189
Investing activities                                                     598                   (447)
Financing activities                                                  (1,098)                  (584)
Effect of exchange rate changes on cash and cash equivalents             (16)                    (5)
Net change in cash and cash equivalents                                    2                    153
Cash and cash equivalents at beginning of period                         459                    564
Cash and cash equivalents at end of period                        $      461              $     717



Cash provided by operating activities decreased $671 million in first nine
months 2022 compared with first nine months 2021 due to lower net earnings
adjusted for (gain) loss on divested business and higher variable compensation
payout. The use of cash in working capital also increased, driven by continued
inflationary pressures.

Cash provided by investing activities was $598 million in first nine months 2022
compared with cash used in investing activities of $447 million in first nine
months 2021 primarily due to proceeds from the sale of the adhesives resins
business in first nine months 2022, partially offset by higher capital
expenditures, and an acquisition in the AFP segment in first nine months 2021.

Cash used in financing activities increased $514 million in first nine months
2022 compared with first nine months 2021, primarily due to higher payment for
repurchase of shares including the accelerated share repurchase plan and the
repayment of borrowings partially offset by proceeds from borrowings including
net increase in commercial paper in first nine months 2022.


Working capital management and off balance sheet arrangements

Eastman applies a proactive and disciplined approach to working capital management to optimize cash flow and enable a full range of capital allocation options in support of the Company’s strategy. Eastman plans to continue to use the programs described below to support operating cash flow consistent with past practices.

The Company has an off balance sheet, uncommitted accounts receivable factoring
program under which entire invoices may be sold, without recourse, to
third-party financial institutions. Available capacity under these agreements,
which the Company uses as a routine source of working capital funding, is
dependent on the level of accounts receivable eligible to be sold and the
financial institutions' willingness to purchase such receivables. The total
amounts sold in third quarter 2022 and 2021 were $700 million and $252 million,
respectively, and $1,839 million and $839 million in first nine months 2022 and
2021, respectively. Based on the original terms of receivables sold for certain
agreements and actual outstanding balance of receivables under servicing
agreements, the Company estimates that $452 million and $239 million of these
receivables would have been outstanding as of September 30,
2022 and December 31, 2021, respectively, had they not been sold under these
factoring agreements.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Eastman works with suppliers to optimize payment terms and conditions on
accounts payable to enhance timing of working capital and cash flows. As part of
these efforts, the Company introduced a voluntary supply chain finance program
to provide suppliers with the opportunity to sell receivables due from Eastman
to a participating financial institution. See Note 1, "Significant Accounting
Policies", to the consolidated financial statements in Part II, Item 8 of the
Company's 2021   Annual Report on Form 10-K   for additional information.

Debt and other liabilities

At September 30, 2022, the Company's borrowings totaled $5.1 billion with
various maturities. In second quarter 2022, the Company borrowed $500 million
under a five-year term loan agreement ("2027 Term Loan") and used the proceeds
from the 2027 Term Loan to pay down $500 million of the 3.6% notes due August
2022. In third quarter 2022, the Company repaid the remaining $200 million
principal of the 3.6% notes due August 2022 using available cash. The 2027 Term
Loan had a variable interest rate of 4.30 percent as of September 30, 2022.

See Note 6, "Borrowings" and Note 9, "Leases and Other Commitments", to the
unaudited consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q for information regarding debt and related interest, and
operating leases, respectively.

See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Other Financial Information - Debt and Other
Commitments" in Part II, Item 7 of the Company's 2021   Annual Report on Form
10-K   for information on other commitments.

Credit facility and commercial paper borrowings

The Company has access to a $1.50 billion revolving credit agreement (the
"Credit Facility") expiring December 2026. 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. At
September 30, 2022 and December 31, 2021, the Company had no outstanding
borrowings under the Credit Facility. At September 30, 2022, the Company's
commercial paper borrowings were $355 million with a weighted average interest
rate of 3.64 percent. At December 31, 2021, the Company had no outstanding
commercial paper borrowings. See Note 6, "Borrowings", to the unaudited
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q.

The Credit Facility and 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 September 30, 2022 and
December 31, 2021. The total amount of available borrowings under the Credit
Facility was $1.50 billion as of September 30, 2022. For additional information,
see the Section 5.03 of the Credit Facility at   Exhibit 10.01 to the Company's
Current Report on Form 8-K dated April 30, 2020  .

See Note 6, "Borrowings", to the unaudited consolidated financial statements in
Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Net Debt
                                      September 30,             December 31,
(Dollars in millions)                      2022                     2021
Total borrowings                     $        5,065            $       5,159
Less: Cash and cash equivalents                 461                      459
Net debt (1)                         $        4,604            $       4,700

(1) Includes a non-cash decrease of $199 million in 2022 and non-cash decrease of
$113 million in 2021 resulting from exchange rates.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Capital expenditure

Capital expenditures were $408 million and $315 million in first nine months
2022 and 2021, respectively. Capital expenditures in first nine months 2022 were
primarily for the AM segment methanolysis plastic-to-plastic molecular recycling
manufacturing facility in Kingsport, Tennessee, and other targeted growth
initiatives and site modernization projects. The Company expects that 2022
capital expenditures will be approximately $600 million.

Share buybacks

In February 2018, the Company's Board of Directors authorized the repurchase of
up to $2 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 "2018 authorization"). The
Company completed the 2018 authorization in May 2022, acquiring a total of
19,915,370 shares. In December 2021, the Company's Board of Directors authorized
the additional repurchase of up to $2.5 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 September 30, 2022, a total of 5,539,568 shares
have been repurchased under the 2021 authorization for $535 million. During
first nine months 2022, the Company repurchased 9,505,944 shares of common stock
for $1,002 million, which included $100 million from the settlement of the 2021
ASR. Both dividends and share repurchases are key strategies employed by the
Company to return value to its stockholders.

In fourth quarter 2021, the Company entered into an accelerated share repurchase
program ("2021 ASR") to purchase $500 million of the Company's common stock
under the 2018 authorization. In exchange for upfront payment totaling $500
million, the financial institutions committed to deliver shares during the 2021
ASR's purchase period, which was settled in first quarter 2022. The total number
of shares ultimately delivered was determined at the end of the applicable
purchase period based on the volume-weighted average price of the Company's
stock during the term of the 2021 ASR, less a discount. Approximately 80 percent
of the expected shares repurchased under the 2021 ASR were delivered in fourth
quarter 2021 and the remaining shares were delivered in first quarter 2022.

In second quarter 2022, the Company entered into an accelerated share repurchase
program ("2022 ASR") to purchase $500 million of the Company's common stock
under the board approved authorizations. In exchange for upfront payment
totaling $500 million, the financial institutions committed to deliver shares
during the 2022 ASR's purchase period, which was settled in third quarter 2022.
The total number of shares ultimately delivered was determined at the end of the
applicable purchase period based on the volume-weighted average price of the
Company's stock during the term of the 2022 ASR, less a discount. Approximately
80 percent of the expected shares repurchased under the 2022 ASR were delivered
in second quarter 2022 and the remaining shares were delivered in third quarter
2022.

CRITICAL ACCOUNTING ESTIMATES

In preparing the consolidated financial statements in conformity with GAAP,
management must make decisions which impact the reported amounts and the related
disclosures. Such decisions include the selection of the appropriate accounting
principles to be applied and assumptions on which to base estimates and
judgments that affect the reported amounts of assets, liabilities, sales revenue
and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, Eastman evaluates its estimates, including those related to
impairment of long-lived assets, environmental costs, pension and other
postretirement benefits, litigation and contingent liabilities, and income
taxes. The Company bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions. Management believes the critical accounting estimates
described in Part II, Item 7 of the Company's 2021   Annual Report on Form
10-K   are the most important to the fair presentation of the Company's
financial condition and results. These estimates require management's most
significant judgments in the preparation of the Company's consolidated financial
statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

For information regarding the impact of recently issued accounting standards,
see Note 1, "Significant Accounting Policies", to the unaudited consolidated
financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

OUTLOOK

In 2022, management expects fourth quarter adjusted EPS to be between $1.10 and
$1.40Adjusted EPS for the full year between $8.05 and $8.35and full-year operating cash flow must be between $1 billion and $1.2 billion.

For the fourth quarter of 2022, these expectations assume:

•innovation driving growth above underlying end-markets; disciplined pricing as
inflation begins to moderate; improving automotive end-market; and resilient
end-market demand in stable end-markets, including agriculture, medical, and
personal care end-markets;
•commitment to investing in growth across the Company, particularly in circular
economy initiatives;
•earnings to be negatively impacted by continued global inflation, customer
inventory destocking, particularly in building and construction and industrial
end-markets; lower asset utilization to reduce inventories, normal seasonal
declines, and the strong U.S. dollar;
•the full-year effective tax rate on adjusted earnings before income taxes to be
approximately 15 percent; and
•share repurchases of approximately $100 million.

There are additional macroeconomic uncertainties, including the impact of the
Russia/Ukraine conflict, COVID-related lockdowns in China, and continued global
supply chain constraints. Global inflation continues to adversely impact the
Company's raw material, energy, and distribution costs despite the Company's
efforts to implement price increases to offset these inflationary pressures.
Year-to-date, significant increases in natural gas prices, which are largely
attributed to or compounded by the Russia/Ukraine conflict, have affected
manufacturing costs at certain European facilities. In China, the COVID-related
lockdowns have not materially impacted the Company's local manufacturing
capabilities, but softening demand in certain end-markets is expected to impact
fourth quarter results.

Additionally, the Company continues to be disciplined in capital allocation through the combination of investments in organic growth through capital expenditures of approximately $600 million for the whole of 2022, additional mergers and acquisitions and share buybacks.

The Company’s financial results forecast for 2022 does not include non-essential, unusual or non-recurring items. Therefore, management is unable to reconcile projected earnings excluding non-essential, unusual or non-recurring items with reported GAAP earnings expectations without unreasonable effort.

See “Risk Factors” below.

RISK FACTORS

In addition to factors described elsewhere in this Quarterly Report, the
following are the material known factors, risks, and uncertainties that could
cause actual results to differ materially from those under "Outlook" and in the
forward-looking statements made in this Quarterly Report and elsewhere from time
to time. See "Forward-Looking Statements". The following risk factors are not
necessarily presented in the order of importance. In addition, there may be
other factors, not currently known to the Company, which could, in the future,
materially adversely affect the Company, its business, financial condition, or
results of operations. This and other related disclosures made by the Company in
this Quarterly Report, and elsewhere from time to time, represents management's
best judgment as of the date the information is given. The Company does not
undertake responsibility for updating any of such information, whether as a
result of new information, future events, or otherwise, except as required by
law. Investors are advised, however, to consult any further public Company
disclosures (such as in filings with the Securities and Exchange Commission, in
Company press releases, or other public presentations) on related subjects.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Risks related to the global economy and industry conditions

Continued uncertain conditions in the global economy, labor market and financial markets could adversely affect the Company.

The Company's business and operating results were impacted by the last global
recession, and its related impacts, such as the credit market crisis, declining
consumer and business confidence, fluctuating commodity prices, volatile
exchange rates, and other challenges that impacted the global economy.
Similarly, as a company which operates and sells products worldwide, uncertainty
in the global economy, labor market, and capital markets (including resulting
from the continuing COVID-19 pandemic and subsequent changes and disruptions in
business, political, and economic conditions) have impacted and may adversely
impact demand for and the costs of certain Eastman products and accordingly
results of operations, and may adversely impact the Company's financial
condition and cash flows and ability to access the credit and capital markets
under attractive rates and terms and negatively impact the Company's liquidity
or ability to pursue certain growth initiatives.

The volatility of the costs of strategic raw materials and energy products or the disruption of the supply and transportation of these products and the transportation of the Company’s products could have an adverse impact on the Company’s financial results.

Eastman is reliant on certain strategic raw material and energy commodities for
its operations and utilizes certain risk management tools to mitigate market
fluctuations in raw material and energy costs. The cost and availability of
these raw materials and energy commodities can be adversely impacted by factors
such as the global COVID-19 pandemic, business and economic conditions, natural
disasters, plant interruptions, supply chain and transportation disruptions
(related to the global COVID-19 pandemic and otherwise), changes in laws or
regulations, levels of unemployment and inflation, higher interest rates, war or
other outbreak of hostilities or terrorism (such as the ongoing Russia/Ukraine
conflict), and breakdown or degradation of transportation and supply chain
infrastructure.

Recent inflationary pressures affecting the general economy, energy markets, and
certain raw materials have increased our operating costs. For example,
inflationary pressures year-to-date have resulted in increased costs for energy
and feedstocks such as natural gas, paraxylene, vinyl acetate monomer, polyvinyl
alcohol, and others. While inflation in these and other inputs has increased
operating costs, the Company has undertaken efforts to offset many of these
costs through pricing actions, including contract terms and some surcharges,
contracts leveraged to multiple market indices, alternative supply arrangements,
and hedging strategies, however, these risk mitigation measures do not eliminate
all exposure to market fluctuations.

In addition to these inflationary pressures, the Company has experienced certain
supply chain challenges impacting its ability to secure certain raw materials
and timely distribute products to customers. For example, the global supply
chain disruptions have impacted the availability of certain raw materials such
as ammonia, methanol, and toluene. To mitigate the effects of these and other
supply chain disruptions, the Company has implemented multifaceted sourcing,
warehousing, and delivery strategies to focus on building resilient and
redundant supply positions, and minimizing disruptions to customers by using
alternate shipping methods to expedite delivery times. The Company's global
geographic footprint has also helped minimize exposure to localized risks.

Prolonged periods of heightened inflation or continued or worsening supply chain
disruptions could have a material, adverse impact on the Company's financial
performance and results of operations.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

The Company’s extensive global operations expose it to the risks of doing business in other countries, including WE and no-WE business relationships, which could adversely affect its business, financial condition and results of operations.

More than half of Eastman's sales for 2021 were to customers outside of North
America. The Company expects sales from international markets to continue to
represent a significant portion of its sales. Also, a significant portion of the
Company's manufacturing capacity is located outside of the United States.
Accordingly, the Company's business is subject to risks related to the differing
legal, political, cultural, social and regulatory requirements, and economic
conditions of many jurisdictions including the unique geographic impacts of the
global COVID-19 pandemic. Fluctuations in exchange rates may impact product
demand and may adversely impact the profitability in U.S. dollars of products
and services provided in foreign countries. In addition, the U.S. and foreign
countries have imposed and may impose additional taxes or otherwise tax
Eastman's foreign income (see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Critical Accounting Estimates - Income
Taxes" in Part II, Item 7 of the Company's 2021   Annual Report on Form 10-K  ),
or adopt or increase restrictions on foreign trade or investment, including
currency exchange controls, tariffs or other taxes, or limitations on imports or
exports (including recent and proposed changes in U.S. trade policy and
resulting retaliatory actions by other countries, including China and Russia,
which have recently reduced and which may increasingly reduce demand for and
increase costs of impacted products or result in U.S.-based trade counterparties
limiting trade with U.S.-based companies or non-U.S. customers limiting their
purchases from U.S.-based companies). Certain legal and political risks are also
inherent in the operation of a company with Eastman's global scope. For example,
it may be more difficult for Eastman to enforce its agreements or collect
receivables through foreign legal systems, and the laws of some countries may
not protect the Company's intellectual property rights to the same extent as the
laws of the U.S. Failure of foreign countries to have laws to protect Eastman's
intellectual property rights or an inability to effectively enforce such rights
in foreign countries could result in loss of valuable proprietary information.
There is also risk that foreign governments may nationalize private enterprises
in certain countries where Eastman operates. Social and cultural norms in
certain countries may not support compliance with Eastman's corporate policies
including those that require compliance with substantive laws and regulations.
Also, changes in general economic and political conditions in countries where
Eastman operates are a risk to the Company's financial performance. As Eastman
continues to operate its business globally, its success will depend, in part, on
its ability to anticipate and effectively manage and mitigate these and other
related risks. There can be no assurance that the consequences of these and
other factors relating to its multinational operations will not have an adverse
impact on Eastman's business, financial condition, or results of operations.

Risks related to the Company’s business and strategy

The Company's business is subject to operating risks common to chemical and
specialty materials manufacturing businesses, including cybersecurity risks, any
of which could disrupt manufacturing operations or related infrastructure and
adversely impact results of operations.

As a global specialty materials company, Eastman's business is subject to
operating risks common to chemical manufacturing, storage, handling, and
transportation, including explosions, fires, inclement weather, natural
disasters, mechanical failure, unscheduled downtime, transportation and supply
chain interruptions, remediation, chemical spills, and discharges or releases of
toxic or hazardous substances or gases. Significant limitation on the Company's
ability to manufacture products due to disruption of manufacturing operations or
related infrastructure could have a material adverse impact on the Company's
sales revenue, costs, results of operations, credit ratings, and financial
condition. Disruptions could occur due to internal factors such as computer or
equipment malfunction (accidental or intentional), operator error, or process
failures; or external factors such as supply chain disruption, computer or
equipment malfunction at third-party service providers, natural disasters,
changes in laws or regulations, war or other outbreak of hostilities or
terrorism, cyber-attacks, or breakdown or degradation of transportation and
supply chain infrastructure used for delivery of supplies to the Company or for
delivery of products to customers. The Company has in the past experienced
cyber-attacks and breaches of its computer information systems, although none of
these have had a material adverse impact on the Company's operations and
financial results. While the Company remains committed to managing cyber related
risk, no assurances can be provided that any future disruptions due to these, or
other, circumstances will not have a material impact on the Company's operations
or financial results (see "Business - Eastman Chemical Company General
Information - Information Security" in Part I, Item 1 of the Company's 2021
  Annual Report on Form 10-K  ). Unplanned disruptions of manufacturing
operations or related infrastructure could be significant in scale and could
negatively impact operations, neighbors, and the environment, and could have a
negative impact on the Company's results of operations.
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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Growth initiatives may not achieve desired business or financial goals and may require significant resources in addition to or different from those available or greater than those estimated or budgeted for such initiatives.

Eastman continues to identify and pursue growth opportunities through both
organic and inorganic initiatives, such as Eastman's sustainable innovation
initiatives which aim to develop a more "circular economy." These and other
growth opportunities include development and commercialization or licensing of
innovative new products and technologies and related employee leadership,
expertise, skill development and retention, expansion into new markets and
geographic regions, alliances, ventures, and acquisitions that complement and
extend the Company's portfolio of businesses and capabilities. Such initiatives
are necessarily constrained by availability and development of additional
resources, including development, attraction, and retention of employee
leadership, application development, and sales and marketing talent and
capabilities. There can be no assurance that such innovation, development and
commercialization or licensing efforts, investments, or acquisitions and
alliances (including integration of acquired businesses) will receive necessary
governmental or regulatory approvals, or result in financially successful
commercialization of products, or acceptance by existing or new customers, or
successful entry into new markets or otherwise achieve their underlying
strategic business objectives or that they will be beneficial to the Company's
results of operations. There also can be no assurance that capital projects for
growth efforts can be completed within the time or at the costs projected due,
among other things, to demand for and availability of construction materials and
labor and obtaining regulatory approvals and operating permits and reaching
agreement on terms of key agreements and arrangements with potential suppliers
and customers. Any such delays or cost overruns or the inability to obtain such
approvals or to reach such agreements on acceptable terms could negatively
impact the returns from any proposed or current investments and projects.

Significant acquisitions or divestitures could expose the Company to risks and
uncertainties, the occurrence of any of which could materially adversely affect
the Company's business, financial condition, and results of operations.

While acquisitions and divestitures have been and continue to be a part of
Eastman's strategy, acquisitions of large companies and acquisitions or
divestitures of businesses subject the Company to a number of risks and
uncertainties, the occurrence of any of which could have a material adverse
effect on Eastman. These include, but are not limited to, the possibility that
the actual and projected future financial performance of the acquired or
remaining business may be significantly worse than expected and that, in the
case of an acquired business and as reported in "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Critical Accounting
Estimates - Impairment of Long-Lived Assets - Goodwill" in Part II, Item 7 of
the Company's 2021   Annual Report on Form 10-K  , the carrying values of
goodwill and certain assets from acquisitions may, as has been the case for
certain acquired assets, be impaired resulting in non-cash charges to future
earnings and, in the case of a divested business, the divestiture could reduce
Eastman's revenue and, potentially, margins and increase its costs and
liabilities in the form of transition costs and retained liabilities from the
operations divested, including environmental liabilities; that significant
additional indebtedness may constrain the Company's ability to access the credit
and capital markets at attractive interest rates and favorable terms, which may
negatively impact the Company's liquidity or ability to pursue certain growth
initiatives; that the Company may not be able to achieve the cost, revenue, tax,
or other "synergies" expected from any acquisition, or that there may be delays
in achieving any such synergies; that management's time and effort may be
dedicated to the integration of the new business or specific assets or product
lines or separation of the divested business or specific assets or product lines
resulting in a loss of focus on the successful operation of the Company's legacy
businesses; and that the Company may be required to expend significant
additional resources in order to integrate any acquired business or specific
assets or product lines into Eastman or separate any divested business or
specific assets or product lines from Eastman, or that the integration or
separation efforts will not achieve the expected benefits.

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               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Risks related to regulatory changes and compliance

Legislative, regulatory or voluntary measures, including those associated with the physical impacts of climate change, could increase society’s future health, safety and environmental compliance costs.

Eastman, its facilities, and its businesses are subject to complex health,
safety, and environmental laws, regulations, and related voluntary actions, both
in the U.S. and internationally, which require and will continue to require
significant expenditures to remain in compliance with such laws, regulations,
and voluntary actions. The Company's accruals for such costs and associated
liabilities are subject to changes in estimates on which the accruals are based.
For example, any amount accrued for environmental matters reflects 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 of 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, chemical control
regulations and actions, and testing requirements could result in higher costs.
Future changes in legislation and regulation and related voluntary actions
associated with physical impacts of climate change may increase the likelihood
that the Company's manufacturing facilities will in the future be impacted by
carbon requirements, regulation of greenhouse gas emissions, and energy policy,
and may result in capital expenditures, increases in costs for raw materials and
energy, limitations on raw material and energy source and supply choices, and
other direct and indirect compliance or other costs or consequences including
decreased demand for products related to carbon-based energy sources or
increased demand for goods that result in lower emissions than competing
products and reputational risk resulting from operations with greenhouse gas
emissions. See "Business - Eastman Chemical Company General Information -
Compliance With Environmental and Other Government Regulations" in Part I, Item
1 of the Company's 2021   Annual Report on Form 10-K  .

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