ASSETS HELD FOR SALE

9 Months Ended

Sep. 30, 2023

ASSETS HELD FOR SALE

On September 27, 2023, Eastman entered into a definitive agreement to sell its operations located in Texas City, Texas, which are reported in the Chemical Intermediates ("CI") segment ("Texas City Operations"). The sale excludes the plasticizer operations. The Company will provide certain transition and post-closing services on agreed terms.

The total sales price includes $413 million in cash at closing and an additional $38.5 million to be paid on each of the first and second anniversaries of the closing date of the transaction. The final purchase price is subject to working capital and other adjustments at closing. The entity being sold is not reported as a discontinued operation because the sale will not have a major effect on the Company's operations and financial results.

The sale, subject to regulatory approvals and satisfaction of other customary closing conditions, is expected to be completed in fourth quarter 2023. The agreement contains customary representations, warranties, and covenants of both parties including, among other things, that Eastman conduct the site's operations in the ordinary course consistent with past practice through the date of closing.

As of the definitive agreement date and until sale, the Texas City Operations disposal group is classified as held for sale. At September 30, 2023, the carrying value was less than the estimated fair value less costs to sell, which is expected to result in a gain upon disposition.

The major classes of assets and liabilities of the Texas City Operations classified as held for sale as of September 30, 2023 were as follows:


	September 30,
(Dollars in millions)	2023
Assets held for sale
Trade receivables, net of allowance for doubtful accounts	$	4
Inventories	7
Other assets	14
Properties, net of accumulated depreciation	108
Goodwill	50
Intangible assets, net of accumulated amortization	3
Assets held for sale	186
Liabilities held for sale
Payables and other current liabilities	11

Other liabilities	24
Liabilities held for sale	35
Disposal group, net	$	151

Long-lived assets and definite-lived intangible assets are not depreciated or amortized while classified as held for sale.