1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act Of 1934
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Annual Report on Form 10-K for
the year ended December 31, 1993 as set forth below:
The five exhibits listed below and attached hereto are hereby added to the
registrant's Annual Report on Form 10-K for the year ended December 31, 1993.
Exhibits
(28) A. Eastman Kodak Employees' Savings and Investment Plan Annual
Report on Form 11-K for the fiscal year ended December 30, 1993.
(28) B. Sterling Winthrop Inc. Salaried Employees' Savings Plan Annual
Report on Form 11-K for the fiscal year ended December 30, 1993.
(28) C. Sterling Winthrop Inc. Hourly Employees' Savings Plan Annual
Report on Form 11-K for the fiscal year ended December 30, 1993.
(28) D. L & F Products Employees' Savings Plan I Annual Report on
Form 11-K for the fiscal year ended December 30, 1993.
(28) E. L & F Products Employees' Savings Plan II Annual Report on
Form 11-K for the fiscal year ended December 30, 1993.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Eastman Kodak Company
(Registrant)
C. Michael Hamilton
General Comptroller
Date: April 29, 1994
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 30, 1993
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------- --------
Commission file number 1-87
---------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
EASTMAN KODAK EMPLOYEES'
SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NEW YORK 14650
2
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS SCHEDULES AND EXHIBIT
DECEMBER 30, 1993
(a) Financial Statements Page No.
Report of Independent Accountants 3
Statement of Net Assets 4
Statement of Changes in Net Assets 5
Notes to Financial Statements 6-13
(b) Schedules
I. Schedule of Investments 14-15
II. Allocation of Net Assets to
Investment Funds 16-17
III. Allocation of Changes in Net
Assets to Investment Funds 18-20
(c) Exhibit
Consent of Independent Accountants 21
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Savings and Investment
Plan Committee and the Participants of the
Eastman Kodak Employees' Savings
and Investment Plan
In our opinion, the financial statements and related schedules listed in
the index appearing on page 2 of this Annual Report on Form 11-K present
fairly, in all material respects, the net assets of the Eastman Kodak
Employees' Savings and Investment Plan at December 30, 1993 and 1992, and
the changes in its net assets for each of the three fiscal years in the
period ended December 30, 1993, in conformity with generally accepted
accounting principles. These financial statements are the responsibility
of the Plan Administrator; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by the Plan Administrator, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE
New York, New York
April 4, 1994
4
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS
(in thousands)
December 30,
----------------------
1993 1992
---- ----
Net Assets Available for Benefits:
Investments at Fair Value:
Eastman Kodak Company common stock $ 320,642 $ 265,173
Mutual funds 394,507 304,228
U.S. government securities - 132
Interest in common or collective
trusts (pooled) funds 166,829 1,712
Group annuity contracts 2,847,947 2,720,427
Loans to participants 36,761 25,096
Employer contributions receivable 13,109 10,915
Dividends and interest receivable 3,738 3,415
Receivables for securities sold 1,000 -
---------- ----------
Total assets (cost: 1993 - $3,646,448
1992 - $3,274,102)
3,784,533 3,331,098
---------- ----------
Distributions payable to participants 11,339 14,399
Accrued expenses 1,423 -
---------- ----------
Total liabilities 12,762 14,399
---------- ----------
Net assets $3,771,771 $3,316,699
========== ==========
(See accompanying notes to financial statements)
5
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
(in thousands)
For the year ended December 30,
----------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income:
Dividends on Eastman Kodak
Company common stock $ 11,415 $ 13,057 $ 13,137
Other dividends 5,833 4,196 6,601
Interest 258,763 247,802 232,353
Income from common or
collective trusts (pooled)
funds 1,408 - -
---------- ---------- ----------
277,419 265,055 252,091
Net realized and unrealized
gains (losses) from investments 122,946 (16,970) 88,143
---------- ---------- ----------
400,365 248,085 340,234
Employer contributions 175,142 157,035 160,707
Distributions to and withdrawals
by participants (118,320) (103,556) (83,279)
Administrative expenses (2,115) - -
---------- ---------- ----------
Increase in net assets 455,072 301,564 417,662
Net assets at beginning of year 3,316,699 3,015,135 2,597,473
---------- ---------- ----------
Net assets at end of year $3,771,771 $3,316,699 $3,015,135
========== ========== ==========
(See accompanying notes to financial statements)
6
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DESCRIPTION OF PLAN
The Eastman Kodak Employees' Savings and Investment Plan (the Plan) is a
defined contribution plan of a controlled group of corporations consisting of
Eastman Kodak Company and certain United States subsidiaries operating in the
United States (Kodak). Any employee of these corporations is eligible to
participate in the Plan.
The Plan is administered by the Savings and Investment Plan Committee (SIPCO)
which is the Plan Administrator and Named Fiduciary. The Trust, forming part
of the Plan, is administered by the Boston Safe Deposit and Trust Company (the
Plan Trustee). The Plan was amended in 1993 to provide for the payment of
certain administrative expenses by the Trust, including fees for attorneys,
accountants, investment advisors and the Trustee.
The Plan includes a salary reduction provision allowing eligible employees to
defer up to 15% of qualifying compensation as defined in the Plan. The
maximum deferral for a Plan year is limited to 15% of the aggregate of wage
dividend and qualifying compensation, but not more than the statutory limit of
$8,994 for calendar year 1993 ($8,728 and $8,475 for calendar years 1992 and
1991, respectively). Participants' salary deferrals are contributed to the
Plan by Kodak on behalf of the participants. All contributions are
immediately fully vested. The Plan Trustee will invest the amount contributed
to the Plan, as designated by the participant, in common stock of Eastman
Kodak Company (Fund A), various equity-oriented mutual funds and interest in
common or collective trusts (Fund B), and/or group annuity contracts and
interest in common or collective trusts (Fund D). Participants may make
transfers among the funds once a month. Fund C (U.S. Government Securities)
was discontinued in 1993.
The SIPCO may grant a loan to a participant provided that the aggregate of the
participant's loans outstanding will not exceed the lesser of $50,000 or 50%
of the current value of the participant's account. A new loan must be at
least $1,000 and repaid within four years of the date of the loan. In
accordance with the Plan provisions, the rate of interest is fixed at the
discretion of the SIPCO. Interest is charged at the lesser of the maximum
legal rate or the prime rate.
7
Distributions from the Plan are made under the following circumstances:
1. No portion of an account may be withdrawn without the
approval of the SIPCO or its designee. Approval of hardship
withdrawals will only be granted in order to meet
obligations relating to the payment of substantial medical
bills, the purchase of a primary, single family residence,
the payment of post secondary educational expenses, or
payments to prevent eviction/foreclosure.
2. Upon attaining age 59 1/2, a participant may elect to
receive a lump sum cash distribution from the Plan while
still actively employed.
3. Upon separation from service with Kodak for any reason
except death, the full value of a participant's account is
distributed as designated by the participant in a lump sum
payment, or in monthly or annual installments. If an
appropriate designation is not made by the participant, the
account is paid in a lump sum cash payment.
Certain participants who separate from service with Kodak
may elect to defer distributions from the Plan up to March
15 of the year after attaining age 70 1/2. This election is
available to separated participants who are eligible to
receive a retirement income benefit under any defined
benefit plan sponsored by Kodak, and to any separated
participants who have an account balance of more than $3,500
when leaving Kodak.
4. In the event of death, the value of a participant's account
is paid in a lump sum to a designated beneficiary, if any,
or to the decedent's estate, except that if there is a
surviving spouse, then the entire sum will be paid to such
spouse unless the spouse consents to the beneficiary
designation of the participant.
5. The Plan Trustee is authorized to honor "qualified domestic
relations orders" issued and served in accordance with
Section 414(p) of the Internal Revenue Code.
While Kodak expects to continue the Plan, it has the right to discontinue
contributions and amend or terminate the Plan at any time. In the event that
contributions to the Plan are discontinued, the Plan Trustee will continue to
administer the Trust. In the event of the termination of the Trust as a
result of or incident to termination of the Plan, the value of the
participants' accounts will be paid in accordance with the provisions of the
Plan.
8
SUMMARY OF ACCOUNTING POLICIES
The Plan operates on a fiscal year ending December 30.
The Plan's financial statements have been prepared on the accrual basis of
accounting.
The Group Annuity Contracts included in the Fixed Income Fund are valued at
cost plus interest reinvested. Interest in common or collective trusts
(pooled) funds reflect market values as certified by the managers of such
funds. Fair values of all other investments were based upon market
quotations, if available, at December 30, 1993 and 1992 or, if not available,
upon amounts believed by the SIPCO to be realizable at that time.
Employer contributions represent qualifying compensation withheld from the
participants by Kodak for contribution to the Plan.
INVESTMENT POLICY
All contributions are paid to the Plan Trustee. No bond is furnished by the
Trustee in connection with the custody of security investments or other assets
of the Plan.
Fund A consists primarily of Kodak Stock. Purchases of Kodak Stock are made
throughout the year in a systematic manner. During 1993, the Trustee
purchased 1,003,007 shares (1,435,663 shares in 1992 and 500,572 shares in
1991) of Kodak Stock for Fund A at an average price of $52.29 per share
($41.07 per share in 1992 and $40.93 per share in 1991) and sold 1,841,351
shares in 1993 (939,476 shares in 1992 and 1,137,765 shares in 1991) at an
average price of $52.84 per share ($44.68 in 1992 and $42.86 in 1991).
Fund B consists primarily of investments in U.S. stocks made through mutual
funds, group trusts, or separate accounts, all of which are selected by an
Investment Manager appointed by the SIPCO.
With respect to Fund D, the Trustee invests primarily in contracts with
various financial institutions. Effective annual yields on these contracts
ranged between 4.5% and 13.5% depending on the date of the contribution,
transfer or rollover. In addition, the Trustee invests in interest in common
or collective trusts (pooled) funds, which are broadly diversified portfolios
of fixed income investments managed actively by an investment manager
appointed by the SIPCO. The blending of earnings in Fund D produced an
effective yield of approximately 9.3% in 1993 (10.1% in 1992 and 10.4% in
1991).
The Trustee is authorized to keep any portion of any of the foregoing funds in
cash or liquid investments as it may deem advisable.
All dividends, interest or gains derived from investments in each Fund are
reinvested in the respective Fund by the Trustee.
9
The Trustee also makes loans to participants and holds the related notes as
assets of Funds A and B. Loans cannot be made from Fund D.
Interest income earned on loans to participants for the fiscal years ended
December 30 are:
(in thousands)
1993 1992 1991
------ ------ ------
Fund A $ 793 $ 802 $ 975
Fund B 1,114 863 788
------ ------ ------
Total $1,907 $1,665 $1,763
====== ====== ======
For purposes of Form 5500 the interest income shown above is disclosed in
interest from other loans.
The number of participants in each fund was as follows:
December 30,
----------------------
1993 1992
---- ----
Kodak Stock (Fund A) 25,195 25,590
Diversified Fund (Fund B) 27,394 23,286
U.S. Government Securities (Fund C) 0 24
Fixed Income Fund (Fund D) 67,399 66,511
The total number of participants in the Plan was less than the sum of the
number of participants shown above because many participants invest in more
than one fund.
10
NET REALIZED AND UNREALIZED GAINS (LOSSES) FROM INVESTMENTS
Components of net realized and unrealized gains (losses) from investments and
proceeds from sales of investments for the fiscal years ended on December 30 are:
(in thousands)
Realized Unrealized Net Realized
gains gains and Unrealized Proceeds
(losses) (losses) gains (losses) from
from from from sales of
investments investments investments investments
----------- ----------- -------------- -----------
1993
Eastman Kodak Company
common stock $22,538 $ 78,627 $101,165 $ 97,295
Other securities 13,038 8,743 21,781 244,948
------- -------- -------- --------
$35,576 $ 87,370 $122,946 $342,243
======= ======== ======== ========
1992
Eastman Kodak Company
common stock $(2,084) $(42,552) $(44,636) $ 41,979
Other securities 4,731 22,935 27,666 18,635
------- -------- -------- --------
$ 2,647 $(19,617) $(16,970) $ 60,614
======= ======== ======== ========
1991
Eastman Kodak Company
common stock $ 1,544 $ 40,693 $ 42,237 $ 48,761
Other securities 8,827 37,079 45,906 16,624
------- -------- -------- --------
$10,371 $ 77,772 $ 88,143 $ 65,385
======= ======== ======== ========
Consistent with Department of Labor regulations, the components of net realized
and unrealized gains and losses from investments are calculated for purposes of
Form 5500 based on an investment's current value at the beginning of the year,
or acquisition cost if acquired during the year (revalued cost). For purposes
of determining realized gains and losses, the revalued cost of investments sold
are determined based upon a weighted average basis.
11
UNIT VALUES AND PARTICIPANT UNITS
(in thousands, except per unit data)
Following are the funds' month-end unit values and participants' units as calculated by the
Trustee.
Fund A Fund B Fund C Fund D
------------------ ------------------ ------------- -------------------
Unit Unit Unit Unit
Value Units Value Units Value Units Value Units
----- ----- ----- ----- ----- ----- ----- -----
1993
----
January $11.6022 29,826 $15.2151 22,312 $10.9728 248,386
February 12.5287 25,414 15.2131 23,334 11.0507 252,061
March 12.6610 24,506 15.6151 24,258 11.1379 252,100
April 11.4281 24,280 15.3291 25,079 11.2274 254,506
May 12.2023 25,727 15.7814 25,572 11.3092 252,561
June 11.8110 25,545 15.8692 25,641 11.3936 252,786
July 12.6277 26,461 15.9268 25,815 11.4842 251,677
August 14.4118 26,162 16.4789 26,084 11.5684 252,219
September 14.0341 24,532 16.5983 26,238 11.6523 254,184
October 14.8290 24,517 16.9398 26,258 11.7408 254,195
November 14.4884 24,189 16.6403 26,695 11.8184 254,029
December 13.4357 25,249 17.0687 27,064 11.9090 251,930
1992
----
January $11.1986 27,976 $13.5147 17,856 $8.3554 21 $ 9.9841 250,455
February 10.0490 27,332 13.8036 18,266 8.3878 20 10.0579 250,804
March 9.1941 27,973 13.5865 18,640 8.3657 19 10.1381 249,822
April 8.9752 30,021 13.5442 19,521 8.4350 19 10.2187 250,062
May 9.1352 32,023 13.6614 19,683 8.5349 19 10.3024 248,338
June 9.1913 32,060 13.4016 19,896 8.6355 19 10.3835 248,623
July 9.9376 31,742 13.7658 20,130 8.7602 19 10.4730 248,794
August 10.2128 30,112 13.5473 20,355 8.8477 19 10.5517 250,572
September 10.2715 29,543 13.7555 20,595 8.9525 19 10.6334 250,956
October 9.4702 28,896 13.9287 20,479 8.8686 19 10.7209 252,030
November 9.8028 30,093 14.5731 20,693 8.8445 19 10.8009 250,930
December 9.4699 29,825 14.8345 22,320 8.7778 18 10.8827 248,373
12
INVESTMENTS
The following table represents investments having a fair value equal to or
greater than 5% of net assets at December 30, 1993:
(in thousands)
Principal
Maturity Interest Amount or Fair
Investment Date Rate Shares Cost Value
---------- -------- -------- --------- ---- ------
Eastman Kodak Company
common stock N/A N/A 5,713 $236,853 $ 320,642
John Hancock Life Ins.
GAC #4481 3/1/1999 8.84% $308,392 308,392 308,392
Prudential
GAC #5480-212 3/1/1998 9.21% $209,736 209,736 209,736
John Hancock Life Ins.
GAC #5702 10/1/2001 10.1% $217,433 217,433 217,433
-------- ----------
TOTAL $972,414 $1,056,203
======== ==========
FEDERAL INCOME TAX STATUS
In February 1988, the Plan received a favorable tax determination letter from
the Internal Revenue Service. The Plan has been amended since receiving such
letter. The Plan Administrator believes that the Plan continues to be in
compliance with the applicable requirements of the Internal Revenue Code and,
accordingly, participants' contributions to the Plan and earnings thereon are
not taxable to a participant until distributed, subject to certain Internal
Revenue Code limitations.
13
SUBSEQUENT EVENT
On December 31, 1993, Kodak spun-off its worldwide chemical business through a
dividend to its shareowners, following receipt of a ruling from the Internal
Revenue Service that the transaction will be tax-free to Kodak and its U.S.
shareowners. For every four Kodak shares owned, shareowners received one share
of Eastman Chemical Company (ECC). Subsequent to the spin-off, account
balances of participants who are ECC employees (ECC Participants) were
transferred to newly created funds within the Plan that are managed by Fidelity
Management Trust Company, the Trustee for ECC Participants. It is the intent
of the Plan Trustee to sell the shares of ECC remaining in Fund A and acquire
shares of Kodak with the proceeds in 1994.
Effective January 1, 1994, all salary deferrals of ECC Participants will be
contributed to the Eastman Investment Plan (EIP).
The Plan administrators of the Plan and EIP expect to request tax determination
letters from the Internal Revenue Service pursuant to the requirements of the
Tax Reform Act of 1986. Upon receiving such determination letters, the account
balances of ECC Participants will be transferred to EIP.
* * * * *
14
Schedule I
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
SCHEDULE OF INVESTMENTS
December 30, 1993
(in thousands)
Principal
Amount or Fair
Description Shares Cost Values
----------- --------- ---- --------
KODAK STOCK (FUND A)
Eastman Kodak Company common
stock 5,713 $236,853 $320,642
======== ========
Common/Collective Trust
TBC Inc. Daily Liquidity Fund $ 945 $ 945 $ 945
======== ========
DIVERSIFIED FUND (FUND B)
Mutual Funds
Acorn Fund Inc. 321 $ 14,147 $ 4,433
Babson Enterprises Fd Inc. 1,667 24,336 27,377
Clipper Fund Inc. 380 17,017 18,901
Equity Portfolio Income Sh Ben Int 1,437 17,622 21,443
Evergreen Ltd. Market Fund 609 10,588 13,046
Evergreen Val Tim Fd Sh Ben Inc. 1,346 16,923 21,808
FPA Paramount Fd Inc. 1,513 19,737 22,602
FPA Perennial Fund Inc. 925 19,340 21,952
Harbor Fd Cap Appreciation Fd 1,027 16,502 16,758
Janus Inv't Fd Venture Fd 512 21,834 27,329
Lazard Special Equity Fund 1,185 17,138 21,505
Lindner Dividend Fund Inc. 762 18,194 21,638
Lindner Fund Inc. 921 17,661 21,923
Montgomery Small Cap Fund 1,585 20,417 26,533
Mutual Qualified Income Fund 744 16,429 20,021
Pennsylvania Mutual Fund Inc. 2,483 17,687 21,927
Sequoia Fund Inc. 390 18,922 21,371
Vanguard Equity Income Fd Inc. 1,581 19,760 21,674
Vanguard/Primecap Fund Inc. 1,211 16,711 22,266
-------- --------
Total $340,965 $394,507
======== ========
Common/Collective Trusts
Dynamic Equity Fund 43 $ 10,000 $ 10,262
TBC Inc. Daily Liquidity Fund $ 4,772 4,772 4,772
-------- --------
Total $ 14,772 $ 15,034
======== ========
15
Schedule I (Cont'd)
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
SCHEDULE OF INVESTMENTS
December 30, 1993
(in thousands)
Principal
Amount or Fair
Description Shares Cost Values
----------- --------- ---- --------
FIXED INCOME FUND (FUND D)
Group Annuity Contracts
Aetna Life Insurance Co. $ 697,712 $ 697,712 $ 697,712
Equitable Life Assurance
Society of the United States 44,629 44,629 44,629
John Hancock Mutual Life
Insurance Co. 1,078,153 1,078,153 1,078,153
Metropolitan Life Insurance Co. 140,504 140,504 140,504
New England Mutual Life
Insurance Co. 80,367 80,367 80,367
Provident National Assurance
Co. 136,768 136,768 136,768
The Prudential Life Insurance
Co. of America 262,515 262,515 262,515
Continental Assurance Co. 256,308 256,308 256,308
The First National Bank of
Boston 83,798 83,798 83,798
Mitsubishi Bank Limited 67,193 67,193 67,193
---------- ----------
Total $2,847,947 $2,847,947
========== ==========
Common/Collective Trusts
Mgt. Public Bd Fund 383 $ 104,044 $ 104,622
J.P. Morgan & Co. Inc.
Mtg. Fund 81 30,298 30,253
J.P. Morgan Private
Placement Fund 36 15,149 15,108
Mgt. Liquidity Fund $ 842 842 842
TBC Inc. Daily Liquidity
Fund $ 25 25 25
---------- ----------
Total $ 150,358 $ 150,850
========== ==========
16
Schedule II
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ALLOCATION OF NET ASSETS TO INVESTMENT FUNDS
December 30, 1993
(in thousands)
U.S. Fixed
Kodak Diversified Government Income
Stock Fund Securities Fund
(Fund A) (Fund B) (Fund C) (Fund D)
------ ------ ------ ------
Investments at Fair Value:
Eastman Kodak Company
common stock $320,642
Mutual funds $394,507
U.S. government
securities $ 0
Interest in common or
collective trusts
(pooled) funds 945 15,034 $ 150,850
Group annuity contracts 2,847,947
Loans to participants 14,168 22,593
Employer contributions
receivable 742 2,749 9,618
Dividends and
interest receivable 2,772 933 33
Receivables for
securities sold 1,000
-------- -------- ---- ----------
Total assets 339,269 436,816 0 3,008,448
-------- -------- ---- ----------
Distributions payable to
participants 978 656 9,705
Accrued expenses 1 123 1,299
Transfers among funds (12,045) (181) 12,226
-------- -------- ---- ----------
Total liabilities
and transfers (11,066) 598 23,230
-------- -------- ---- ----------
Net assets $350,335 $436,218 $ 0 $2,985,218
======== ======== ==== ==========
17
Schedule II (Cont'd)
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ALLOCATION OF NET ASSETS TO INVESTMENT FUNDS
December 30, 1992
(in thousands)
U.S. Fixed
Kodak Diversified Government Income
Stock Fund Securities Fund
(Fund A) (Fund B) (Fund C) (Fund D)
------ ------ ------ ------
Investments at Fair Value:
Eastman Kodak Company
common stock $265,173
Mutual funds $304,228
U.S. government
securities $132
Interest in common or
collective trusts
(pooled) funds 1,136 544 32
Group annuity contracts $2,720,427
Loans to participants 10,782 14,313 1
Employer contributions
receivable 587 1,751 8,577
Dividends and
interest receivable 3,359 28 2 26
-------- -------- ---- ----------
Total assets 281,037 320,864 167 2,729,030
-------- -------- ---- ----------
Distributions payable to
participants 1,310 1,669 9 11,411
Transfers among funds (2,712) (11,931) 14,643
-------- -------- ---- ----------
Total liabilities
and transfers (1,402) (10,262) 9 26,054
-------- -------- ---- ----------
Net assets $282,439 $331,126 $158 $2,702,976
======== ======== ==== ==========
18
Schedule III
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ALLOCATION OF CHANGES IN NET ASSETS TO INVESTMENT FUNDS
For the year ended December 30, 1993
(in thousands)
U.S. Fixed
Kodak Diversified Government Income
Stock Fund Securities Fund
(Fund A) (Fund B) (Fund C) (Fund D)
------ ------ ------ ------
Investment Income:
Dividends on Eastman Kodak
Company common stock $ 11,415
Other dividends $ 5,833
Interest 838 1,224 $ 4 $ 256,697
Income from common or
collective trusts (pooled)
funds 1,408
-------- -------- ---- ----------
12,253 7,057 4 258,105
Net realized and unrealized
gains (losses) from
investments 101,164 21,788 1 (7)
-------- -------- ---- ----------
113,417 28,845 5 258,098
Employer contributions 9,218 32,106 133,818
Transfers among funds (43,783) 54,409 (162) (10,464)
Distributions to and
withdrawals by participants (10,900) (9,837) (97,583)
Administrative expenses (56) (431) (1) (1,627)
-------- -------- ---- ----------
Increase (Decrease)
in net assets 67,896 105,092 (158) 282,242
Net assets at beginning
of year 282,439 331,126 158 2,702,976
-------- -------- ---- ----------
Net assets at end
of year $350,335 $436,218 $ 0 $2,985,218
======== ======== ==== ==========
19
Schedule III (Cont'd)
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ALLOCATION OF CHANGES IN NET ASSETS TO INVESTMENT FUNDS
For the year ended December 30, 1992
(in thousands)
U.S. Fixed
Kodak Diversified Government Income
Stock Fund Securities Fund
(Fund A) (Fund B) (Fund C) (Fund D)
------ ------ ------ ------
Investment Income:
Dividends on Eastman Kodak
Company common stock $ 13,057
Other dividends $ 4,196
Interest 901 963 $ 10 $ 245,928
-------- -------- ---- ----------
13,958 5,159 10 245,928
Net realized and unrealized
gains (losses) from
investments (44,636) 27,666
-------- -------- ---- ----------
(30,678) 32,825 10 245,928
Employer contributions 8,430 21,076 127,529
Transfers among funds 15,447 49,215 (21) (64,641)
Distributions to and
withdrawals by participants (10,662) (7,662) (11) (85,221)
-------- -------- ---- ----------
Increase (Decrease)
in net assets (17,463) 95,454 (22) 223,595
Net assets at beginning
of year 299,902 235,672 180 2,479,381
-------- -------- ---- ----------
Net assets at end
of year $282,439 $331,126 $158 $2,702,976
======== ======== ==== ==========
20
Schedule III (Cont'd)
EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ALLOCATION OF CHANGES IN NET ASSETS TO INVESTMENT FUNDS
For the year ended December 30, 1991
(in thousands)
U.S. Fixed
Kodak Diversified Government Income
Stock Fund Securities Fund
(Fund A) (Fund B) (Fund C) (Fund D)
------ ------ ------ ------
Investment Income:
Dividends on Eastman Kodak
Company common stock $ 13,137
Other dividends $ 6,601
Interest 1,116 877 $ 12 $ 230,348
-------- -------- ---- ----------
14,253 7,478 12 230,348
Net realized and unrealized
gains from investments 42,237 45,899 7
-------- -------- ---- ----------
56,490 53,377 19 230,348
Employer contributions 9,350 14,111 137,246
Transfers among funds (47,014) 35,648 11,366
Distributions to and
withdrawals by participants (10,130) (5,793) (67,356)
-------- -------- ---- ----------
Increase
in net assets 8,696 97,343 19 311,604
Net assets at beginning
of year 291,206 138,329 161 2,167,777
-------- -------- ---- ----------
Net assets at end
of year $299,902 $235,672 $180 $2,479,381
======== ======== ==== ==========
21
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-36731) of Eastman Kodak Company of our report
dated April 4, 1994 relating to the Eastman Kodak Employees' Savings and
Investment Plan financial statements appearing on page 3 of this Annual
Report on Form 11-K.
PRICE WATERHOUSE
New York, New York
April 29, 1994
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year December 30, 1993
OR
[] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number 1-87
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
STERLING WINTHROP INC.
SALARIED EMPLOYEES' SAVINGS PLAN
90 Park Avenue
New York, New York 10016
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
EASTMAN KODAK COMPANY
343 State Street
Rochester, New York 14650
2
TABLE OF CONTENTS
(I) Financial Statements Page No.
(a) Report of Independent Accountants 3
(b) Statement of Net Assets Available
for Plan Benefits - December 30, 1993
and 1992 4
(c) Statement of Changes in Net Assets
Available for Plan Benefits -
Years ended December 30, 1993 and
1992 5-7
(d) Notes to Financial Statements 8-21
(II) Signatures 22
(III) Exhibits 23
(a) Consent of Independent Accountants
3
REPORT OF INDEPENDENT ACCOUNTS
------------------------------
To the Sterling Winthrop Inc. Salaried Employees'
Savings Plan Committee and the
Participants of the Salaried
Employees' Savings Plan
In our opinion, the accompanying statement of net assets
available for plan benefits and the related statement of changes
in net assets available for plan benefits present fairly, in all
material respects, the net assets available for plan benefits of
the Sterling Winthrop Inc. Salaried Employees' Savings Plan at
December 30, 1993, and the changes in net assets available for
plan benefits for the year then ended, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Plan Administrator; our
responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by the Plan
Administrator, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for the opinion expressed above.
We have previously audited, in accordance with generally accepted
auditing standards, the statement of net assets available for
plan benefits as of December 30, 1992 and the related statement
of changes in net assets available for plan benefits for the year
then ended (not presented herein) and in our report dated April
1, 1993 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the
accompanying condensed statement of net assets available for plan
benefits as of December 30, 1992 and the condensed statement of
changes in net assets available for plan benefits for the year
ended December 30, 1992, when read in conjunction with the
financial statements from which it has been derived, is fairly
stated in all material respects in relation thereto.
PRICE WATERHOUSE
New York, New York
April 22, 1994
4
STERLING WINTHROP INC.
----------------------
SALARIED EMPLOYEES' SAVINGS PLAN
--------------------------------
STATEMENT OF NET ASSETS
-----------------------
AVAILABLE FOR PLAN BENEFITS
---------------------------
DECEMBER 30
--------------------------
1993 1992
---- ----
Investment in the
net assets of the Sterling
Winthrop Inc. Employees'
Savings Plan Trust, at
fair value (Note 4):
Eastman Kodak Company Fund $ 56,091,595 $ 41,202,874
Bankers Trust Short-Term Fund --- 10,469,496
Bankers Trust Fixed Income Fund --- 14,476,349
Bankers Trust Equity Index Fund --- 25,764,878
Bankers Trust GIC Fund --- 24,647,522
Fidelity Asset Manager Fund 1,286,627 ---
Fidelity Asset Manager: Growth Fund 1,442,037 ---
Fidelity Institutional Short-Intermediate
Government Portfolio Fund 24,295,976 ---
Fidelity Contrafund 1,938,371 ---
Fidelity Growth & Income Portfolio Fund 31,662,046 ---
Fidelity Asset Manager: Income Fund 249,093 ---
Fidelity Magellan Fund 2,272,357 ---
Fidelity Blended GIC Fund 26,145,934 ---
------------ ------------
Net Assets Available for Plan Benefits $145,384,036 $116,561,119
============ ============
The accompanying notes are an integral part of these financial
statements.
5
STERLING WINTHROP INC.
SALARIED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
---------------------------------------------------------------------------------------
Bankers Trust
---------------------------------------------------------------------------------------
Eastman Kodak Short-Term Fixed Income Equity GIC
Company Fund Fund Fund Index Fund Fund Sub-Total
-------------- ---------- ------------ ----------- --------- ----------
Contributions:
Participants $ 2,818,117 $ 771,427 $ 1,355,441 $ 3,075,757 $ 2,451,097 $ 10,471,839
Transfer from other tax-qualified
retirement plans 51,357 24,582 134,438 152,880 313,529 676,786
Employer 1,161,829 262,951 418,681 917,893 704,258 3,465,612
Investment Income:
Investment and dividends 1,568,812 263,081 684 1,495 367,129 2,201,201
Net appreciation (depreciation)
of investments 4,954,712 0 738,434 2,038,896 1,160,603 8,892,645
----------- ----------- ----------- ----------- ----------- ------------
Total Income 10,554,827 1,322,041 2,647,678 6,186,921 4,996,616 25,708,083
Withdrawals by participants 4,702,513 1,817,220 2,431,704 2,119,511 4,339,226 15,410,174
----------- ----------- ----------- ----------- ----------- ------------
Increase (Decrease) in net assets 5,852,314 (495,179) 215,974 4,067,410 657,390 10,297,909
Net assets available for plan benefits
at beginning of year 41,202,874 10,469,496 14,476,349 25,764,878 24,647,522 116,561,119
Net asset transfers:
Trustee (42,243,184) (10,030,608) (14,499,150) (32,519,753) (27,566,333) (126,859,028)
Interfund transfer (4,812,004) 56,291 (193,173) 2,687,465 2,261,421 0
----------- ----------- ----------- ----------- ----------- ------------
Net assets available for plan benefits
at end of year $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== =========== =========== ============
The accompanying notes are an integral part of these financial statements.
6
STERLING WINTHROP INC.
SALARIED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
-------------------------------------------------------------
Fidelity Investments
-------------------------------------------------------------
Balance From Eastman Kodak Growth & Short-Intermed. Asset
Prior Page Company Fund Income Fund Gov't Fund Manager Fund Sub-Total
------------- ------------------------ ----------------------------------------
Contributions:
Participants $ 10,471,839 $ 746,620 $ 758,664 $ 674,320 $ 230,571 $ 12,882,014
Transfer from other tax-qualified
retirement plans 676,786 13,120 11,619 6,402 47,706 755,633
Employer 3,465,612 311,192 185,278 49,338 95,913 4,107,333
Investment Income:
Investment and dividends 2,201,201 505,430 940,965 484,422 19,000 4,151,018
Net appreciation (depreciation)
of investments 8,892,645 11,964,171 (505,750) (267,089) 8,837 20,092,814
------------ ----------- ----------- ----------- ---------- ------------
Total Income 25,708,083 13,540,533 1,390,776 947,393 402,027 41,988,812
Withdrawals by participants 15,410,174 141,232 49,961 209,297 31 15,810,695
------------ ----------- ----------- ----------- ---------- ------------
Increase (Decrease) in net assets 10,297,909 13,399,301 1,340,815 738,096 401,996 26,178,117
Net assets available for plan benefits
at beginning of year 116,561,119 0 0 0 0 116,561,119
Net asset transfers:
Trustee (126,859,028) 42,243,184 32,519,753 24,529,758 0 (27,566,333)
Interfund transfer 0 449,110 (2,198,522) (971,878) 884,631 (1,836,659)
------------ ------------ ----------- ----------- ---------- ------------
Net assets available for plan benefits
at end of year $ 0 $56,091,595 $31,662,046 $24,295,976 $1,286,627 $113,336,244
============ =========== =========== =========== ========== ============
The accompanying notes are an integral part of these financial statements.
7
STERLING WINTHROP INC.
SALARIED EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the Year Ended
For the year ended December 30, 1993 December 30, 1992
-------------------------------------------------------------- ------------------
Fidelity Investments
--------------------------------------------------------------
Asset Asset
Balance From Manager Manager Blended GIC Magellan
Prior Page Inc. Fund Growth Fund Fund Contrafund Fund Total Total
-----------------------------------------------------------------------------------------
Contributions:
Participants $ 12,882,014 $ 90,606 $ 405,959 $ 0 $ 378,787 $ 616,561 $ 14,373,927 $ 12,223,923
Transfer from other
tax-qualified
retirement plans 755,633 3,409 62,286 0 8,274 28,271 857,873 787,777
Employer 4,107,333 38,151 160,082 0 139,675 240,615 4,685,856 5,986,956
Investment Income:
Interest
and dividends 4,151,018 2,029 21,902 298,453 95,744 43,544 4,612,690 2,493,598
Net appreciation
(depreciation)
of investments 20,092,814 289 21,044 168,143 (67,131) (8,611) 20,206,548 (3,197,093)
------------ ------- ---------- ------------ --------- ---------- ------------ -----------
Total Income 41,988,812 134,484 671,273 466,596 555,349 920,380 44,736,894 18,295,161
Withdrawals by
participants 15,810,695 2 139 101,584 709 848 15,913,977 6,874,613
------------ ------- ---------- ------------ --------- ---------- ------------ -----------
Increase (Decrease)
in net assets 26,178,117 134,482 671,134 365,012 554,640 919,532 28,822,917 11,420,548
Net assets available
for plan benefits at
beginning of year 116,561,119 0 0 0 0 0 116,561,119 105,140,571
Net asset transfer:
Trustee (27,566,333) 0 0 27,566,333 0 0 0 0
Interfund transfer (1,836,659) 114,611 770,903 (1,785,411) 1,383,731 1,352,825 0 0
------------ ------- ---------- ----------- ----------- ---------- ------------ -----------
Net assets available
for plan benefits
at end of year $113,336,244 $249,093 $1,442,037 $26,145,934 $1,938,371 $2,272,357 $145,384,036 $116,561,119
============ ======== ========== =========== ========== ========== ============ ============
The accompanying notes are an integral part of these financial statements.
8
STERLING WINTHROP INC.
SALARIED EMPLOYEES' SAVINGS PLAN
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
The Sterling Winthrop Inc. (formerly Sterling Drug Inc.) (the
"Company") Salaried Employees' Savings Plan (the "Plan") was approved
by the Board of Directors of the Company on October 7, 1983.
Participation in the Plan by eligible salaried employees commenced on
January 1, 1984. Since the Plan is an individual account plan, it is
not subject to the funding requirements of the Employee Retirement
Income Security Act of 1974 (ERISA). Furthermore, it does not require
termination insurance, nor does it need to include the statutory
provisions dealing with the allocation of assets upon termination.
The Plan is administered by a committee, consisting of not less
than three members, appointed by the Company's Board of Directors (the
"Committee").
The Plan assets are invested in investment funds pursuant to the
Sterling Winthrop Inc. Employees' Savings Plan Trust (the "Trust" or
"Master Trust"), a master trust arrangement, for which statements of
net assets available for Plan benefits and changes in net assets
available for Plan benefits are included in Note 4. The Trust also
includes the assets of the Sterling Winthrop Inc. Hourly Employees'
Savings Plan. Effective October 1, 1993, the funds are managed by
Fidelity Management Trust Company (the "Trustee"). Prior to October
1, 1993, the funds were managed by Bankers Trust.
Participation in the Plan is voluntary. Full-time salaried
employees of the Company are eligible to participate in the Plan upon
completion of three months of employment. Part-time salaried
employees are eligible after twelve months of employment.
Participants contribute to the Plan each pay period either 1%, 2%, 3%,
4%, 5% or 6% of base salary in whole percentages. These are the basic
contributions. In addition, participants may elect to contribute to
the Plan each pay period an amount equal to no less than 1% and no
more than 10% of base salary, provided that the percentage is a whole
number. These are the supplemental contributions. The basic and
supplemental contributions may be made as tax-deferred contributions,
non-tax-deferred contributions, or a combination of both. The tax-
deferred portion of these contributions will be subject to federal
income taxes payable by the participant when they are withdrawn or
distributed. Participants may change the amount of their basic and
supplemental contributions in the next available payroll cycle
(Payroll cycle is generally semi-monthly). Any change in
contributions will commence as of the first payroll period subsequent
to notification given to the Company. Participants' contributions are
paid to the Plan Trustee as soon as possible subsequent to each
payroll cycle.
9
Effective January 1, 1992, salaried employees who are nonresident
aliens of the United States, who are working outside the United
States, who are classified under personnel guidelines as foreign
service employees and who are paid on the United States payroll
constitute a class of employees eligible to participate in the Plan in
the same manner as all other eligible classes of employees. However,
basic and supplemental contributions may only be made as non-tax-
deferred contributions.
Participants are 100% vested in their Basic and Supplemental
contributions at the time the contributions are made.
Effective October 1, 1993, participants are 100% vested in all
future Company contributions in accordance with the following vesting
schedules:
Years of Service Vesting Percentage
---------------- ------------------
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 Years 100%
Until September 30, 1993, Company contributions to participants
are vested on the basis of a "Class Year" vesting schedule. Effective
October 1, 1993, participants vested benefits will be based on the
higher amounts produced by the above vesting schedule or the prior
"Class Year" vesting schedule.
The Company contributes to the Plan on each participant's behalf
an amount equal to (i) 100% of that portion of the participants' Basic
Contributions which is equal to 2% of base salary, plus (ii) 25% of
that portion of the participant's Basic Contributions which is in
excess of 2% of base salary up to a maximum of 6%. The Company's
contributions are made at least monthly in cash or in shares of Kodak
Common Stock. Any forfeiture resulting from participants' withdrawals
before such participants have attained a vested interest in prior
Company contributions will be used to reduce future Company
contributions. Any Kodak Common Stock will be contributed at a price
per share valued at the closing market price of Kodak Common Stock on
the New York Stock Exchange on the nearest day before the day such
stock is delivered to the Trustee upon which at least one sale of such
stock takes place on such Exchange.
10
The basic and supplemental contributions and the Company's
contributions made on the participants' behalf are invested in one or
more of the Investment Funds. Effective October 1, 1993, participants
elect to have these contributions invested in any whole percentage in
one or more of the Investment Funds. Participants may change their
elections or transfer prior investments among the various Investment
Funds at any time during the year. Effective December 1993, any
change in investment instructions will take effect no later than the
following day after notification is given to the Trustee.
Effective December 1, 1993, a participant may borrow up to one-
half of their vested account balance up to a maximum of $50,000.
Loans are secured by up to 50% of the participants' vested interest in
the Plan. All loans must be repaid within five years except for those
used to acquire a principal residence. Loans bear interest at the
prime interest rate in effect as of the date on which the loan is
made.
Dividends paid on shares of Kodak's Common Stock are credited to
each participants account and used by the Trustee to purchase
additional shares for the participant. Interest earned and dividends
paid are credited to each participant's account and reinvested in the
respective fund.
Distributions to participants from the Eastman Kodak Company Fund
are made in full shares of Kodak Common Stock and cash in lieu of
fractional shares unless the Committee, at its discretion, elects to
make the entire payment in cash. Distributions from the other funds
are made in cash.
Distributions from the Plan are made at termination of
employment, retirement, death or disability. The Company's
contributions are fully vested in the event of retirement, death or
disability, and are subject to the vesting schedule for termination of
employment.
Quarterly, participants receive statements showing the number of
shares of Kodak Common Stock in their account and the total value of
their account as of the date of the statement. Participants' accounts
are maintained on a unit basis for the Fidelity Institutional Short-
Intermediate Government Portfolio Fund, Fidelity Growth & Income
Portfolio Fund, Fidelity Contrafund, Fidelity Magellan Fund, Fidelity
Asset Manager: Income Fund, Fidelity Asset Manager Fund, Fidelity
Asset Manager: Growth Fund and the Fidelity Blended GIC Fund and on a
share plus uninvested cash and accrued income basis for the Eastman
Kodak Company Fund.
11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
The following is a summary of significant accounting policies
consistently followed in the preparation of the Plan's and Trust's
financial statements.
Basis of accounting:
- -------------------
The financial statements of the Plan and Master Trust have been
prepared on an accrual basis.
Valuation of investments:
- ------------------------
All investments are carried at market value. Market values are
based upon published quotations, except for investments in commingled
funds administered by the Trustee. These investments are included at
market values supplied by the Trustee. The cost of Trust investments
is determined on the basis of average cost per unit or share. Net
assets and net investment income of the Trust are allocated to the
Plan based upon the number of shares/units held, purchased and sold on
behalf of participants in the Plan.
Income and expense recognition:
- ------------------------------
All expenses of the Plan and its administration, including
brokers' commissions, are paid by the Company. Dividend income is
recorded on the ex-dividend date and interest income is recorded as
earned.
12
NOTE 3 - TRUSTEE TRANSFER
- -------------------------
In an effort to improve the management and performance of the
Master Trust's assets, the Committee terminated the former trustee
agreement with Bankers Trust Company ("Bankers Trust") and entered
into a new trustee agreement and master trust arrangement with
Fidelity Management Trust Company ("Fidelity") effective October 1,
1993. During October and November 1993, all Master Trust assets held
by Bankers Trust were transferred to corresponding Fidelity funds.
All Bankers Trust assets, with the exception of the Kodak common stock
and the GIC contracts, were converted to cash and cash equivalents to
facilitate this transfer.
The information related to the Plan's proportionate share of the
transfer of the Kodak common stock is as follows:
Cost of net assets $38,303,327
Unrealized appreciation 3,939,857
------------
Fair value of net assets $42,243,184
===========
13
Note 4 - Investment in the Sterling Winthrop Inc. Employee's Savings Plan Master Trust
- --------------------------------------------------------------------------------------
The statement of net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993
-------------------------------------------------------------------------
Fidelity Investments
-------------------------------------------------------------------------
Eastman Kodak Growth & Short-Intermed. Asset
Company Fund Income Fund Gov't Fund Manager Fund Sub-Total
------------------------------------------------------------------
Assets:
Eastman Kodak Company common stock $60,335,350 $ 60,335,350
Bankers Trust Company
- ---------------------
Bankers Trust Company Directed Account STIF 0
Bankers Trust Company Discretionary Account STIF 0
Bankers Trust Company U.S.
Government and Agency Bond Fund 0
Bankers Trust Company Equity Fund 0
GIC Fund 0
Fidelity
- --------
U.S. Government Reserve Poole 639,181 639,181
Growth and Income Fund $31,558,944 31,558,944
Short-Intermediate Government Fund $24,426,941 24,426,941
Asset Manager Fund $1,285,421 1,285,421
Asset Manager - Income Fund 0
Asset Manager - Growth Fund 0
Blended GIC Fund 0
Contrafund 0
Magellan Fund 0
Contributions receivable 9,425 6,376 6,577 2,850 25,228
Dividends/interest receivable 528,650 65,890 594,540
Receivable/(payable)on investment sold/purchased 89,541 89,541
Payable to Sterling Winthrop Inc. 0
Withdrawals payable to participants 0
Loans receivable from participants 244,141 160,922 126,066 1,311 532,440
----------- ----------- ----------- ---------- ------------
Total Master Trust Net Assets $61,846,288 $31,726,242 $24,625,474 $1,289,582 $119,487,586
=========== =========== =========== ========== ============
14
Note 4, continued
- -----------------
The statements of net assets and changes in net assets of the Master Trust are as follows:
December 31, 1993
---------------------------------------------------------------------------------
Fidelity Investments
---------------------------------------------------------------------------------
Balance From Asset ManagerAsset ManagerBlended GIC
Prior Page Income Fund Growth Fund Fund Contrafund Sub-Total
--------------------------------------------------------------------------
Assets:
Eastman Kodak Company common stock $ 60,335,350 $ 60,335,350
Bankers Trust Company
- ---------------------
Bankers Trust Company Directed
Account STIF 0 0
Bankers Trust Company
Discretionary Account STIF 0 0
Bankers Trust Company U.S.
Government and Agency Bond Fund 0 0
Bankers Trust Company Equity Fund 0 0
GIC 0 0
Fidelity
- --------
U.S. Government Reserve Pool 639,181 639,181
Growth and Income Fund 31,558,944 31,558,944
Short-Intermediate Government Fund 24,426,941 24,426,941
Asset Manager Fund 1,285,421 1,285,421
Asset Manager - Income Fund 0 $248,612 248,612
Asset Manager - Growth Fund 0 $1,436,200 1,436,200
Blended GIC Fund 0 $26,898,225 26,898,225
Contrafund 0 $1,933,103 1,933,103
Magellan Fund 0 0
Contributions receivable 25,228 1,123 4,994 4,670 36,015
Dividends/interest receivable 594,540 594,540
Receivable/(payable) on investment
sold/purchased 89,541 89,541
Payable to Sterling Winthrop Inc. 0 0
Withdrawals payable to participants 0 0
Loans receivable from participants 532,440 901 4,694 169,353 3,704 711,092
------------ -------- ---------- ----------- ----------- -----------
Total Master Trust net assets $119,487,586 $250,636 $1,445,888 $27,067,578 $1,941,477 $150,193,165
============ ======== ========== =========== =========== ============
15
Note 4, continued
- -----------------
The statements of net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993 December 30, 1992
----------------- ------------------
Fidelity Bankers Trust
----------------- ------------------
Balance From Magellan
Prior Page Fund Total Total
------------ -------- ----------- ------------------
Assets:
Eastman Kodak Company common stock $ 60,335,350 $ 60,335,350$ 46,164,614
Bankers Trust Company
- ---------------------
Bankers Trust Company
Directed Accounts STIF 0 0 429,804
Bankers Trust Company
Discretionary Accounts STIF 0 0 10,751,509
Bankers Trust Company U.S.
Government and Agency Bond Fund 0 0 14,869,552
Bankers Trust Company Equity Fund 0 0 25,863,151
GIC 0 0 25,483,313
Fidelity
- --------
U.S. Government Reserve Pool 639,181 639,181
Growth and Income Fund 31,558,944 31,558,944
Short-Intermediate Government Fund 24,426,941 24,426,941
Asset Manager Fund 1,285,421 1,285,421
Asset Manager - Income Fund 248,612 248,612
Asset Manager - Growth Fund 1,436,200 1,436,200
Blended GIC Fund 26,898,225 26,898,225
Contrafund 1,933,103 1,933,103
Magellan Fund 0 $2,382,582 2,382,582
Contributions receivable 36,015 7,597 43,612
Dividends/interest receivable 594,540 594,540 620,482
Receivable/(payable) on investment sold/
purchased 89,541 89,541 (97,534)
Payable to Sterling Winthrop Inc. 0 0 (387,920)
Withdrawals payable to participants 0 0 (424,739)
Loans receivable from participants 711,092 21,128 732,220
------------ ----------------------------------
Total Master Trust net assets $150,193,165 $2,411,307$152,604,472$123,272,232
============ ==================================
16
NOTE 4, continued
- -----------------
The statement of changes in net assets of the Master Trust is as follows:
For the year ended December 30, 1993
---------------------------------------------------------------------------
Bankers Trust GIC
---------------------------------------------------------------------------
Eastman KodakShort-Term Fixed Income Equity GIC
Company Fund Fund Fund Index Fund Fund Sub-Total
------------------------ ------------------------ ----------- ------------
Contributions:
Participants $ 2,913,596 $ 781,625 $ 1,363,073 $ 3,082,791 $ 2,471,630 $ 10,612,715
Transfer from other
tax-qualified retirement plans 51,357 24,582 134,438 152,880 313,529 676,786
Employer 1,237,595 262,951 418,681 917,893 704,258 3,541,378
Investment income:
Interest and dividends 1,723,492 267,979 696 1,498 380,508 2,374,173
Net appreciation (depreciation)
of investments 4,999,586 0 741,504 2,041,858 1,203,426 8,986,374
----------- ----------- ----------- ----------- ----------- ------------
Total Income 10,925,626 1,337,137 2,658,392 6,196,920 5,073,351 26,191,426
Withdrawals by participants 6,389,083 1,883,080 2,514,761 2,146,389 4,642,183 17,575,496
----------- ----------- ----------- ----------- ----------- ------------
Increase (Decrease) in net assets 4,536,543 (545,943) 143,631 4,050,531 431,168 8,615,930
Net assets at beginning of year 46,463,123 10,681,003 14,734,084 25,838,665 25,555,357 123,272,232
Net assets transfer:
Trustee (45,949,178) (10,179,571) (14,687,348) (32,581,580) (28,490,485) (131,888,162)
Interfund Transfers (5,050,488) 44,511 (190,367) 2,692,384 2,503,960 0
----------- ----------- ----------- ----------- ----------- ------------
Net assets at end of year $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== =========== =========== ============
17
Note 4, continued
- -----------------
The statement of changes in net assets of the Master Trust is as follows:
For the year ended December 30, 1993
---------------------------------------------------------------
Fidelity Investments
---------------------------------------------------------------
Balance From Eastman Kodak Growth & Short-Intermed. Asset
Prior Page Company Fund Income Fund Gov't Fund Manager Fund Sub-Total
------------- ------------- ----------- --------------- -------------------------
Contributions
Participants $ 10,612,715 $ 769,006 $ 760,012 $ 679,766 $ 232,497 $ 13,053,996
Transfer from other
tax-qualified retirement plans 676,786 13,120 11,619 6,402 47,706 755,633
Employer 3,541,378 322,387 185,843 43,445 96,859 4,189,912
Investment Income:
Interest and dividends 2,374,173 549,432 942,369 490,666 19,085 4,375,725
Net appreciation (depreciation)
of investments 8,986,374 14,068,192 (506,244) (270,311) 8,850 22,286,861
------------- ----------- ----------- ----------- ---------- ------------
Total Income 26,191,426 15,722,137 1,393,599 949,968 404,997 44,662,127
Withdrawals by participants 17,575,496 148,106 49,961 215,456 46 17,989,065
------------ ----------- ----------- ----------- ---------- ------------
Increase (Decrease) in net assets 8,615,930 15,574,031 1,343,638 734,512 404,951 26,673,062
Net assets at beginning of year 123,272,232 0 0 0 0 123,272,232
Net asset transfers:
Trustee (131,888,162) 45,949,178 32,581,580 24,866,919 0 (28,490,485)
Interfund transfer 0 323,079 (2,198,976) (975,957) 884,631 (1,967,223)
------------ ----------- ----------- ----------- ---------- ------------
Net assets at end of year $ 0 $61,846,288 $31,726,242 $24,625,474 $1,289,582 $119,487,586
============ =========== =========== =========== ========== ============
18
NOTE 4, continued
- -----------------
The statement of changes in net assets of the Master Trust is as follows:
For the year ended December 30, 1993
-----------------------------------------------------
Fidelity Investments
-----------------------------------------------------
Balance FromAsset ManagerAsset ManagerBlended GIC
Prior Page Income Fund Growth Fund Fund Contrafund Sub-Total
-----------------------------------------------------------------------
Contributions:
Participants $ 13,053,996$ 91,622 $ 407,444 $ 0$ 380,997$ 13,934,059
Transfer from other
tax-qualified retirement plans 755,633 3,409 62,286 0 8,274 829,602
Employer 4,189,912 38,662 160,705 0 140,537 4,529,816
Investment Income:
Interest and dividends 4,375,725 2,050 22,030 306,798 95,901 4,802,504
Net appreciation (depreciation)
of investments 22,286,861 284 21,043 168,143 (67,254) 22,409,077
-------------------- ---------- ---------------------------------
Total Income 44,662,127 136,027 673,508 474,941 558,455 46,505,058
Withdrawals by participants 17,989,065 2 139 108,830 709 18,098,745
-------------------- ---------- ---------------------------------
Increase (Decrease) in net assets 26,673,062 136,025 673,369 366,111 557,746 28,406,313
Net assets at beginning of year 123,272,232 0 0 0 0 123,272,232
Net asset transfers:
Trustee (28,490,485) 0 0 28,490,485 0 0
Interfund transfer (1,967,223) 114,611 772,519 (1,789,018)1,383,731 (1,485,380)
-------------------- ---------- ---------------------------------
Net assets at end of year $119,487,586$250,636 $1,445,888 $27,067,578$1,941,477$150,193,165
==================== ========== =================================
19
The statements of net assets and changes in net assets of the Master Trust are as follows:
For the year ended
December 30, 1993 December 30, 1992
--------------------------------------------------------
Fidelity Investments Bankers Trust
--------------------------------------------------------
Balance From Magellan
Prior Page Fund Total Total
------------ -------- ----------- ------------
Contributions:
Participants $ 13,934,059 $ 619,963$ 14,554,022$ 12,421,775
Transfer from other
tax-qualifed retirement plans 829,602 28,271 857,873 787,777
Employer 4,529,816 242,179 4,771,995 6,094,793
Investment income:
Interest and dividends 4,802,504 46,050 4,848,554 2,729,860
Net appreciation (depreciation)
of investments 22,409,077 (9,658) 22,399,419 (3,973,651)
------------ ----------------------------------
Total Income 46,505,058 926,805 47,431,863 18,060,554
Withdrawals by participants 18,098,745 878 18,099,623 7,423,568
------------ ----------------------------------
Increase (Decrease) in net assets 28,406,313 925,927 29,332,240 10,636,986
Net assets at beginning of year 123,272,232 0 123,272,232 112,635,246
Net asset transfers:
Trustee 0 0 0 0
Interfund transfer (1,485,380) 1,485,380 0 0
------------ ----------------------------------
Net assets at end of year $150,193,165 $2,411,307$152,604,472$123,272,232
============ ==================================
20
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
- ---------------------------------------
The Trustee repurchased, from withdrawing participants, 133,073
shares of Kodak Common Stock during 1993 at an average cost of $54.15
and 32,630 shares during 1992 at an average cost of $44.94. During
1993 and 1992, 124,137 and 78,476 shares, respectively, of Kodak
Common Stock were distributed to withdrawing participants.
NOTE 6 - FEDERAL INCOME TAXES
- -----------------------------
The Plan is intended to be a qualified plan under Sections 401(a)
and 401(k) of the Internal Revenue Code and as such is exempt from
federal income taxes under Section 501(a) of the Code.
The Plan obtained its latest determination letter on September 8,
1986, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since receiving
the determination letter. However, the Plan Administrator and the
Plan's tax counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, they believe that the Plan was
qualified and the related trust was tax-exempt as of the financial
statement date.
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
On December 31, 1993, Kodak spun-off its worldwide chemical
business through a dividend to its shareowners, following receipt of a
ruling from the Internal Revenue Service that the transaction will be
tax-free to Kodak and its U.S. shareowners. For every four Kodak
shares owned, shareowners received one share of Eastman Chemical
Company ("ECC"). On January 4, 1994, the Sterling Winthrop Inc.
Employees' Savings Plan Trust received 271,615 shares of ECC stock
which it sold for $11,819,294.
21
NOTE 8 - INVESTMENT IN THE STERLING WINTHROP INC. EMPLOYEES' SAVINGS
PLANS MASTER TRUST:
- ------------------------------------------------------------
The net assets of the Plan are consolidated in the Master Trust
together with the net assets of the Sterling Winthrop Inc. Hourly
Employees Savings Plan. The Master Trust is comprised of the
following funds:
Eastman Kodak Company Fund - This fund consists principally of common
stock of Eastman Kodak and cash or cash equivalents which Fidelity
deems reasonably necessary for orderly investment in such stock and
for anticipated cash requirements.
Fidelity Asset Manager Fund - This fund invests primarily in stocks,
bonds and other short-term securities in the U.S. and abroad.
Fidelity Asset Manager: Growth - This fund invests primarily in
stocks, bonds and other short-term securities both in the U.S. and
abroad. On the average, approximately 65% of the fund assets are
invested in stock.
Fidelity Institutional Short-Intermediate Government Portfolio - This
fund invests primarily in obligations that are either issued or
guaranteed by the U.S. Government, its agencies or instrumentalities,
and repurchase agreements backed by such securities.
Fidelity Contrafund - This fund invests primarily in common stocks and
securities convertible into common stock. The fund may vary its
investments among common stocks, preferred stocks, securities with
warrants attached, and bonds, notes and other debt securities.
Fidelity Growth & Income Portfolio - This fund consists of common
stocks, securities convertible into common stocks, preferred stocks
and fixed-income securities. Approximately 65% of the portfolio is
invested in common and preferred stocks.
Fidelity Asset Manager: Income - This fund invests primarily in
stocks, bonds and other short-term securities both in the U.S. and
abroad. On the average, approximately 50% of the fund assets are
invested in short-term investments.
Fidelity Magellan Fund - This fund invests primarily in common stocks
and securities convertible into common stock of both well known and
lesser-known companies.
Fidelity Blended GIC Fund - This fund consists of high quality open
ended Guaranteed Investment Contracts, Bank Investment Contracts,
insurance company separate accounts, and synthetic Guaranteed
Investment Contracts. This fund includes two insurance company GIC
contracts managed by Bankers Trust and maturing in 1994 and 1995.
22
(II) SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer
the Plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
STERLING WINTHROP INC.
Salaried Employees' Savings Plan Committee
Date: April 22, 1994
__________________________
Christopher J. Coughlin
Chairman of the Committee
23
(III) EXHIBIT
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-38634) of the Eastman Kodak
Company of our report dated April 22, 1994 relating to the Sterling
Winthrop Inc. Salaried Employees' Savings Plan financial statements
appearing on page 3 of this Annual Report on Form 11-K.
PRICE WATERHOUSE
New York, New York 10036
April 29, 1994
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year December 30, 1993
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
----- -----
Commission file number 1-87
-----
A. Full title of the plan and the address of the plan, if
different
from that of the issuer named below:
STERLING WINTHROP INC.
HOURLY EMPLOYEES' SAVINGS PLAN
90 Park Avenue
New York, New York 10016
B. Name of issuer of the securities held pursuant to the plan and
the
address of its principal executive office:
EASTMAN KODAK COMPANY
343 State Street
Rochester, New York 14650
2
TABLE OF CONTENTS
-----------------
Page No.
--------
(I) Financial Statements
(a) Report of Independent Accountants 3
(b) Statement of Net Assets Available for Plan
Benefits - December 30, 1992 and 1991 4
(c) Statement of Changes in Net Assets
Available for Plan Benefits -
Years ended December 30, 1993 and 1992 5 - 7
(d) Notes to Financial Statements 8 - 21
(II) Signatures 22
(III) Exhibit
(a) Consent of Independent Accountants 23
3
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Sterling Winthrop Inc. Hourly Employees'
Savings Plan Committee and the
Participants of the Hourly
Employees' Savings Plan
In our opinion, the accompanying statement of net assets available
for plan benefits and the related statement of changes in net assets
available for plan benefits present fairly, in all material respects,
the net assets available for plan benefits of the Sterling Winthrop
Inc. Hourly Employees' Savings Plan at December 30, 1993, and the
changes in net assets available for Plan benefits for the year then
ended in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan
Administrator; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of
these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by the Plan Administrator, and evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
We have previously audited, in accordance with generally accepted
auditing standards, the statement of net assets available for plan
benefits as of December 30, 1992 and the related statement of changes in
net assets available for plan benefits for the year then ended (not
presented herein) and in our report dated April 1, 1993 we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed statement of net
assets available for plan benefits as of December 30, 1992 and the
condensed statement of changes in net assets available for plan benefits
for the year ended December 30, 1992, when read in conjunction with the
financial statements from which it has been derived, is fairly stated in
all material respects in relation thereto.
PRICE WATERHOUSE
New York, New York
April 22, 1994
4
STERLING WINTHROP INC.
----------------------
HOURLY EMPLOYEES' SAVINGS PLAN
------------------------------
STATEMENT OF NET ASSETS
-----------------------
AVAILABLE FOR PLAN BENEFITS
---------------------------
December 30,
------------------
1993 1992
---- ----
Investment in the
net assets of the Sterling
Winthrop Inc. Employees'
Savings Plan Trust, at
fair value (Note 4):
Eastman Kodak Company Fund $5,754,693 $5,260,249
Bankers Trust Short-Term Fund - 211,507
Bankers Trust Fixed Income Fund - 257,735
Bankers Trust Equity Index Fund - 73,787
Bankers GIC Fund - 907,835
Fidelity Asset Manager Fund 2,955 -
Fidelity Asset Manager: Growth 3,851 -
Fidelity Institutional Short-Intermediate
Government Portfolio Fund 329,498 -
Fidelity Contrafund 3,106 -
Fidelity Growth & Income Portfolio Fund 64,196 -
Fidelity Asset Manager: Income Fund 1,543 -
Fidelity Magellan Fund 138,950 -
Fidelity Blended GIC Fund 921,644 -
---------- ----------
Net Assets Available for Plan Benefits $7,220,436 $6,711,113
========== ==========
The accompanying notes are an integral part of these financial
statements.
5
STERLING WINTHROP INC.
HOURLY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
-------------------------------------------------------
BANKERS TRUST
-------------------------------------------------------
Eastman Kodak Short-Term Fixed Income Equity GIC
Company Fund Fund Fund Index Fund Fund Sub-Total
------------- ---------- ------------ ---------- ---------- ---------
Contributions:
Participants $ 95,479 $ 10,198 $ 7,632 $ 7,034 $ 20,534 $ 140,877
Transfer from other
tax-qualified
retirement plans 0 0 0 0 0 0
Employer 75,766 0 0 0 0 75,766
Investment income:
Interest and dividends 154,680 4,898 12 3 13,379 172,972
Net appreciation (depreciation)
of investments 44,874 0 3,070 2,962 42,822 93,728
----------- --------- --------- ------- --------- -----------
Total Income 370,799 15,096 10,714 9,999 76,735 483,343
Withdrawals by participants 1,686,570 65,860 83,057 26,878 302,957 2,165,322
----------- --------- --------- ------- --------- -----------
(Decrease) Increase in net assets (1,315,771) (50,764) (72,343) (16,879) (226,222) (1,681,979)
Net assets available for plan
benefits at beginning of year 5,260,249 211,507 257,735 73,787 907,835 6,711,113
Net asset transfers:
Trustee (3,705,994) (148,963) (188,198) (61,827) (924,152) (5,029,134)
Interfund transfers (238,484) (11,780) 2,806 4,919 242,539 0
----------- --------- --------- -------- ---------- -----------
Net assets available for plan
benefits at end of year $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
=========== ========= ========= ======= ========= ===========
The accompanying notes are an integral part of these financial statements.
6
STERLING WINTHROP INC.
HOURLY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
------------------------------------------------------
FIDELITY INVESTMENTS
------------------------------------------------------
Balance From Eastman Kodak Growth & Short-Intermed. Asset
Prior Page Company Fund Income Fund Gov't Fund Manager Fund Sub-Total
------------ ------------- ----------- -------------- ------------ ---------
Contributions:
Participants $ 140,877 $ 22,386 $ 1,348 $ 5,446 $1,926 $ 171,983
Transfer from other
tax-qualified
retirement plans 0 0 0 0 0 0
Employer 75,766 11,195 565 (5,893) 946 82,579
Investment income:
Interest and dividends 172,972 44,002 1,404 6,244 85 224,707
Net appreciation (depreciation)
of investments 93,728 2,104,021 (494) (3,222) 13 2,194,046
----------- ---------- ------- -------- ------ ----------
Total Income 483,343 2,181,604 2,823 2,575 2,970 2,673,315
Withdrawals by participants 2,165,322 6,874 0 6,159 15 2,178,370
----------- ---------- ------- -------- ------ ----------
(Decrease) Increase in net assets (1,681,979) 2,174,730 2,823 (3,584) 2,955 494,945
Net assets available for plan
benefits at beginning of year 6,711,113 0 0 0 0 6,711,113
Net asset transfers:
Trustee (5,029,134) 3,705,994 61,827 337,161 0 (924,152)
Interfund transfers 0 (126,031) (454) (4,079) 0 (130,564)
------------ ----------- -------- --------- ------- -----------
Net assets available for plan
benefits at end of year $ 0 $5,754,693 $64,196 $329,498 $2,955 $6,151,342
============ =========== ======== ========= ======= ===========
The accompanying notes are an integral part of these financial statements.
7
STERLING WINTHROP INC.
HOURLY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the Year Ended
For the year ended December 30, 1993 Decmeber 30, 1992
---------------------------------------------------------- ------------------
FIDELITY INVESTMENTS
----------------------------------------------------------
Asset Asset
Balance From Manager Manager Blended GIC Magellan
Prior Page Inc. Fund Growth Fund Fund Contrafund Fund Total Total
------------ ---------- ----------- ----------- ---------- --------- -------- -----------
Contributions:
Participants $ 171,983 $ 1 ,016 $ 1,485 $ 0 $ 2,210 $ 3,400 $ 180,094 $ 197,852
Transfer from other
tax-qualified
retirement plans 0 0 0 0 0 0 0 0
Employer 82,579 511 623 0 862 1,565 86,140 107,837
Investment income:
Interest
and dividends 224,707 21 128 8,345 157 2,506 235,864 236,262
Net appreciation
(depreciation)
of investments 2,194,046 (5) (1) 0 (123) (1,047) 2,192,870 (776,558)
---------- ---------- ---------- --------- ---------- ---------- ---------- ----------
Total Income 2,673,315 1,543 2,235 8,345 3,106 6,424 2,694,968 (234,607)
Withdrawals by
participants 2,178,370 0 0 7,246 0 29 2,185,645 548,955
---------- ---------- ---------- --------- ---------- ---------- ---------- ----------
(Decrease) Increase
in net assets 494,945 1,543 2,235 1,099 3,106 6,395 509,323 (783,562)
Net assets available
for plan benefits at
beginning of year 6,711,113 0 0 0 0 0 6,711,113 7,494,675
Net asset transfers:
Trustee (924,152) 0 0 924,152 0 0 0 0
Interfund transfers (130,564) 0 1,616 (3,607) 0 132,555 0 0
----------- ---------- ---------- --------- ---------- ---------- ---------- ----------
Net assets available
for plan benefits
at end year $6,151,342 $ 1,543 $ 3,851 $921,644 $ 3,106 $ 138,950 $7,220,436 $6,711,113
=========== ========== ========== ========= ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
8
STERLING WINTHROP INC.
HOURLY EMPLOYEES' SAVINGS PLAN
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
The Sterling Winthrop Inc. (formerly Sterling Drug Inc.)
(the "Company") Hourly Employees' Savings Plan (the "Plan") was
approved by the Board of Directors of the Company on
October 7, 1983. Participation in the Plan by eligible hourly
employees commenced on January 1, 1984. Since the Plan is an
individual account plan, it is not subject to the funding
requirements of the Employee Retirement Income Security Act of
1974 (ERISA). Furthermore, it does not require termination insurance
nor does it need to include the statutory provisions dealing with the
allocation of assets upon termination.
The Plan is administered by a committee, consisting of not less than
three members, appointed by the Company's Board of Directors (the
"Committee").
The Plan assets are invested in the investment funds pursuant to the
Sterling Winthrop Inc. Employees' Savings Plan Trust (the "Trust" or
"Master Trust"), a master trust arrangement, for which statements of net
assets available for Plan benefits and changes in net assets available
for Plan benefits are included in Note 4. The Trust also includes the
assets of the Sterling Winthrop Inc. Salaried Employees' Savings Plan.
Effective October 1, 1993, the funds are managed by Fidelity Management
Trust Company (the "Trustee"). Prior to October 1, 1993, the funds were
managed by Bankers Trust.
Participation in the Plan is voluntary. Full-time hourly employees
of the Company are eligible to participate in the Plan upon completion
of three months of employment. Part-time hourly employees are eligible
after completion of twelve months of employment. Participants
contribute to the Plan each pay period an amount equal to 1 3/4% of
their straight time hourly earnings up to a maximum of Thirty Thousand
Dollars ($30,000) of such earnings per year. These are the basic
contributions. In addition, participants may elect to contribute to the
Plan each pay period an additional 1 3/4%, 2 3/4% or 3 3/4% of their
straight time hourly earnings up to the maximum of Thirty Thousand
Dollars ($30,000). These are the supplemental contributions. The basic
and supplemental contributions may be made as tax-deferred
contributions, non-tax-deferred contributions, or a combination of both.
The tax-deferred portion of these Contributions will be subject to
federal income taxes payable by the participant when they are withdrawn
or distributed. Participants may change the amount of their basic and
supplemental contributions in the next available payroll cycle (Payroll
cycle is generally weekly). Any change in contributions will commence
as of the first payroll period subsequent to notification given to the
Company. Participants' contributions are paid to the Plan Trustee as
soon as possible subsequent to each payroll cycle.
Participants are 100% vested in their basic and supplemental
contributions at the time the contributions are made.
9
Effective October 1, 1993, Participants are 100% vested in all
future Company contributions in accordance with the following vesting
schedule:
Years of Service Vesting Percentage
---------------- ------------------
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 Years 100%
Until September 30, 1993, Company contributions to participants are
vested on the basis of a "Class Year" vesting schedule. Effective
October 1, 1993, participants vested benefits will be based on the
higher amounts produced by the above vesting schedule or the prior
"class year" vesting schedule.
The Company contributes to the Plan on each participant's behalf an
amount equal to 100% of the participants' basic contributions. The
Company's contributions are made at least monthly in cash or in shares
of Kodak Common Stock. Any forfeiture resulting from participants'
withdrawals before such participants have attained a vested interest in
prior Company contributions will be used to reduce future Company
contributions. Any Kodak Common Stock will be contributed at a price
per share valued at the closing market price of Kodak Common Stock on
the New York Stock Exchange on the nearest day before the day such stock
is delivered to the Trustee upon which at least one sale of such stock
takes place on such Exchange.
The basic and supplmental contributions and the Company's
contributions made on the participants' behalf are invested in one or
more of the Investment Funds. Effective October 1, 1993, Participants
elect to have these contributions invested in any whole percentage in
one or more of the Investment Funds. Participants may change their
elections or transfer prior investments among the various Investment
Funds at any time during the year. Effective December 1993, any change
in investment instructions will take effect no later than the following
day after notification is given to the Trustee.
Effective December 1, 1993, a participant may borrow up to one-half
of their vested account balance up to a maximum of $50,000. All loans
must be repaid within five years except for those used to acquire a
principal residence. Loans are secured by up to 50% of the
participant's vested interest in the Plan. Loans bear interest at the
prime interest rate in effect as of the date on which the loan is made.
Distributions from the Plan are made at termination of employment,
retirement, death or disability. The Company's contributions are fully
vested in the event of retirement, death or disability, and are subject
to the vesting schedule for termination of employment.
10
Dividends paid on the shares of Kodak's Common Stock are credited to
each participant's account and used by the Trustee to purchase
additional shares for the participant. Interest earned and dividends
paid are credited to each participant's account and reinvested in the
respective fund.
Distributions to participants from the Eastman Kodak Company Fund
are made in full shares of Kodak Common Stock and cash in lieu of
fractional shares unless the Committee, at its discretion, elects to
make the entire payment in cash. Distributions from the other funds
are made in cash.
Quarterly, participants receive statements showing the number of
shares of Kodak Common Stock in their account and the total value of
their account as of the date of the statement. Participants' accounts
are maintained on a unit basis for the Fidelity Institutional
Short-Intermediate Government Portfolio Fund, Fidelity Growth & Income
Portfolio Fund, Fidelity Contrafund, Fidelity Magellan Fund, Fidelity
Asset Manager:Income Fund, Fidelity Asset Manager Fund, Fidelity Asset
Manager:Growth Fund and the Fidelity Blended GIC Fund and on a share
plus uninvested cash and accrued income basis for the Eastman Kodak
Company Fund.
11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
The following is a summary of significant accounting policies
consistently followed in the preparation of the Plan's and Trust's
financial statements.
Basis of accounting:
- --------------------
The financial statements of the Plan and Master Trust have been
prepared on an accrual basis.
Valuation of investments:
- -------------------------
All investments are carried at market value. Market values are
based upon published quotations, except for investments in commingled
funds administered by the Trustee. These investments are included at
market values supplied by the Trustee. The cost of Trust investments is
determined on the basis of average cost per unit or share. Net assets
and net investment income of the Trust are allocated to the Plan based
upon the number of shares/units held, purchased and sold on behalf of
participants in the Plan.
Income and expense recognition:
- -------------------------------
All expenses of the Plan and its administration, including brokers'
commissions, are paid by the Company. Dividends income is recorded on
the ex-dividend date and interest income is recorded as earned.
12
NOTE 3 - TRUSTEE TRANSFER
- -------------------------
In an effort to improve the management and performance of the Master
Trust's assets, the Committee terminated the former trustee agreement
with Bankers Trust Company ("Bankers Trust") and entered into a new
trustee agreement and master trust arrangement with Fidelity Management
Trust Company ("Fidelity") effective October 1, 1993. During October
and November 1993, all Master Trust assets held by Bankers Trust were
transferred to corresponding Fidelity funds. All Bankers Trust assets,
with the exception of the Kodak Common Stock and the GIC contracts, were
converted to cash and cash equivalents to facilitate this transfer.
The information related to the Plan's proportionate share of the
transfer of the Kodak common stock is as follows:
Cost of Net Assets $3,317,506
Unrealized Appreciation 388,488
----------
Fair value of net assets $3,705,994
==========
13
NOTE 4 - Investment in the Sterling Winthrop Inc. Employees' Savings Plan Master Trust
- --------------------------------------------------------------------------------------
The statements net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993
------------------------------------------------------------------------
FIDELITY INVESTMENTS
------------------------------------------------------------------------
Eastman Kodak Growth & Short-Intermed. Asset
Company Fund Income Fund Gov't Fund Manager Fund Sub-Total
------------- ----------- --------------- ------------ -----------
Assets:
Eastman Kodak Company Common
stock $ 60,335,350 $ 60,335,350
Bankers Trust Company
- ---------------------
Bankers Trust Company Directed
Account STIF 0
Bankers Trust Company
Discretionary Account STIF 0
Bankers Trust Company U.S.
Government and Agency Bond Fund 0
Bankers Trust Company Equity Fund 0
GIC Fund 0
Fidelity
- --------
U.S. Government Reserve Pool 639,181 639,181
Growth and Income Fund $31,558,944 31,558,944
Short-Intermediate Government Fund 24,426,941 24,426,941
Asset Manager Fund $1,285,421 1,285,421
Asset Manager - Income Fund 0
Asset Manager - Growth Fund 0
Blended GIC Fund 0
Contrafund 0
Magellan Fund 0
Contributions receivable 9,425 6,376 6,577 2,850 25,228
Dividends/interest receivable 528,650 65,890 594,540
Receivable/(payable) on investment
sold/purchased 89,541 89,541
Payable to Sterling Winthrop Inc. 0
Withdrawals payable to participants 0
Loans receivable from participants 244,141 160,922 126,066 1,311 532,440
------------ ----------- ----------- ---------- ------------
Total Master Trust net assets $ 61,846,288 $31,726,242 $24,625,474 $1,289,582 $119,487,586
============ =========== =========== ========== ============
14
NOTE 4, continued
- -----------------
The statements of net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993
---------------------------------------------------------------------------------
FIDELITY INVESTMENTS
---------------------------------------------------------------------------------
Balance From Asset Manager Asset Manager Blended GIC
Prior Page Income Fund Growth Fund Fund Contrafund Sub-Total
------------ ------------- ------------- ----------- ---------- ------------
Assets:
Eastman Kodak Company common
stock $ 60,335,350 $ 60,335,350
Bankers Trust Company
- ---------------------
Bankers Trust Company Directed
Account STIF 0 0
Bankers Trust Company
Discretionary Account STIF 0 0
Bankers Trust Company U.S.
Government and Agency Bond Fund 0 0
Bankers Trust Company Equity Fund 0 0
GIC Fund 0 0
Fidelity
- --------
U.S. Government Reserve Pool 639,181 639,181
Growth and Income Fund 31,558,944 31,558,944
Short-Intermediate Government Fund 24,426,941 24,426,941
Asset Manager Fund 1,285,421 1,285,421
Asset Manager - Income Fund 0 $ 248,612 248,612
Asset Manager - Growth Fund 0 $ 1,436,200 1,436,200
Blended GIC Fund 0 $26,898,225 26,898,225
Contrafund 0 $1,933,103 1,933,103
Magellan Fund 0 0
Contributions receivable 25,228 1,123 4,994 4,670 36,015
Dividend/interest receivable 594,540 594,540
Receivable/(payable) on
investment sold/purchased 89,541 89,541
Payable to Sterling Winthrop Inc. 0 0
Withdrawals payable to participants 0 0
Loans receivable from participants 532,440 901 4,694 169,353 3,704 711,092
------------ --------- ----------- ----------- ---------- ------------
Total Master Trust net assets $119,487,586 $ 250,636 $ 1,445,888 $27,067,578 $1,941,477 $150,193,165
============ ========= =========== =========== ========== ============
15
NOTE 4, continued
- -----------------
The statements of net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993 December 30, 1992
-------------------- ----------------
Fidelity Investments Bankers Trust
-------------------- ----------------
Balance From
Prior Page Magellan Fund Total Total
------------- ------------- ------------ ------------
Assets:
Eastman Kodak Company common
stock $ 60,335,350 $ 60,335,350 $ 46,164,614
Bankers Trust Company
- ---------------------
Bankers Trust Company Directed
Account STIF 0 0 429,804
Bankers Trust Company
Discretionary Account STIF 0 0 10,751,509
Bankers Trust Company U.S.
Government and Agency Bond Fund 0 0 14,869,552
Bankers Trust Company Equity Fund 0 0 25,863,151
GIC Fund 0 0 25,483,313
Fidelity
- --------
U.S. Government Reserve Pool 639,181 639,181
Growth and Income Fund 31,558,944 31,558,944
Short-Intermediate Government Fund 24,426,941 24,426,941
Asset Manager Fund 1,285,421 1,285,421
Asset Manager - Income Fund 248,612 248,612
Asset Manager - Growth Fund 1,436,200 1,436,200
Blended GIC Fund 26,898,225 26,898,225
Contrafund 1,933,103 1,933,103
Magellan Fund 0 $ 2,382,582 2,382,582
Contributions receivable 36,015 7,597 43,612
Dividend/interest receivable 594,540 594,540 620,482
Receivable/(payable) on
investment sold/purchased 89,541 89,541 (97,534)
Payable to Sterling Winthrop Inc. 0 0 387,920)
Withdrawals payable to participants 0 0 (424,739)
Loans receivable from participants 711,092 21,128 732,220
------------ ----------- ------------ ------------
Total Master Trust net assets $150,193,165 $ 2,411,307 $152,604,472 $123,272,232
============ =========== ============ ============
16
NOTE 4, continued
- -----------------
The statement of changes in net assets of the Master Trust is as follows:
For the year ended December 30, 1993
---------------------------------------------------------------------------------
BANKERS TRUST
---------------------------------------------------------------------------------
Eastman Kodak Short-Term Fixed Income Equity GIC
Company Fund Fund Fund Index Fund Fund Sub-Total
------------- ---------- ------------ ---------- -------- ------------
Contributions:
Participants $ 2,913,596 $ 781,625 $ 1,363,073 $ 3,082,791 $ 2,471,630 $ 10,612,715
Transfers from other
tax-qualified
retirement plans 51,357 24,582 134,438 152,880 313,529 676,786
Employer 1,237,595 262,951 418,681 917,893 704,258 3,541,378
Investment income:
Interest and dividends 1,723,492 267,979 696 1,498 380,508 2,374,173
Net appreciation (depreciation)
of investments 4,999,586 0 741,504 2,041,858 1,203,426 8,986,374
------------ ----------- ----------- ----------- ----------- ------------
Total Income 10,925,626 1,337,137 2,658,392 6,196,920 5,073,351 26,191,426
Withdrawals by participants 6,389,083 1,883,080 2,514,761 2,146,389 4,642,183 17,575,496
------------- ----------- ----------- ----------- ----------- ------------
Increase (Decrease) in net assets 4,536,543 (545,943) 143,631 4,050,531 431,168 8,615,930
Net assets at beginning of year 46,463,123 10,681,003 14,734,084 25,838,665 25,555,357 123,272,232
Net asset transfers:
Trustee (45,949,178) (10,179,571) (14,687,348) (32,581,580) (28,490,485)
(131,888,162)
Interfund transfers (5,050,488) 44,511 (190,367) 2,692,384) 2,503,960 0
------------ ----------- ----------- ----------- ----------- ------------
Net assets at end of year $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
============ =========== =========== =========== =========== ============
17
NOTE 4, continued
- -----------------
The statement of changes in net assets of the Master Trust is as follows:
For the year ended December 30, 1993
--------------------------------------------------------
FIDELITY INVESTMENTS
--------------------------------------------------------
Balance From Eastman Kodak Growth & Short-Intermed. Asset
Prior Page Company Fund Income Fund Gov't Fund Manager Fund Sub-Total
------------ ------------- ----------- --------------- ------------ ----------
Contributions:
Participants $ 10,612,715 $ 769,006 $ 760,012 $ 679,766 $ 232,497 $ 13,053,996
Transfers from other
tax-qualified
retirement plans 676.786 13,120 11,619 6,402 47,706 755,633
Employer 3,541,378 322,387 185,843 43,445 96,859 4,189,912
Investment income:
Interest and dividends 2,374,173 549,432 942,369 490,666 19,085 4,375,725
Net appreciation (depreciation)
of investments 8,986,374 14,068,192 (506,244) (270,311) 8,850 22,286,861
------------- ----------- ------------ ------------ ----------- ------------
Total Income 26,191,426 15,722,137 1,393,599 949,968 404,997 44,662,127
Withdrawals by participants 17,575,496 148,106 49,961 215,456 46 17,989,065
------------- ----------- ------------ ------------ ----------- ------------
Increase (Decrease) in net assets 8,615,930 15,574,031 1,343,638 734,512 404,951 26,673,062
Net assets at beginning of year 123,272,232 0 0 0 0 123,272,232
Net asset transfers:
Trustee (131,888,162) 45,949,178 32,581,580 24,866,919 0 (28,490,485)
Interfund transfers 0 323,079 (2,198,976) (975,957) 884,631 (1,967,223)
-------------- ------------ ------------ ------------ ------------ -------------
Net assets at end of year $ 0 $61,846,288 $31,726,242 $24,625,474 $ 1,289,582 $119,487,586
============== ============ ============ ============ ============ =============
18
NOTE 4, continued
- -----------------
The statements of changes in net assets of the Master Trust is as follows:
For the year ended December 30, 1993
--------------------------------------------------------
FIDELITY INVESTMENTS
--------------------------------------------------------
Balance From Asset Manager Asset Manager Blended GIC Sub-Total
Prior Page Income Fund Growth Fund Fund Contrafund Total
------------ ------------- ------------- ----------- ---------- ------------
Contributions:
Participants $ 13,053,996 $ 91,622 $ 407,444 $ 0 $ 380,997 $ 13,934,059
Transfers from other
tax-qualified
retirement plans 755,633 3,409 62,286 0 8,274 829,602
Employer 4,189,912 38,662 160,705 0 140,537 4,529,816
Investment income:
Interest and dividends 4,375,725 2,050 22,030 306,798 95,901 4,802,504
Net appreciation
(depreciation)
of investments 22,286,861 284 21,043 168,143 (67,254) 22,409,077
------------ --------- ----------- ------------ ---------- ------------
Total Income 44,662,127 136,027 673,508 474,941 558,455 46,505,058
Withdrawals by participants 17,989,065 2 139 108,830 709 18,098,745
------------ --------- ----------- ------------ ---------- ------------
Increase (Decrease) in
net assets 26,673,062 136,025 673,369 366,111 557,746 28,406,313
Net assets at beginning of year 123,272,232 0 0 0 0 123,272,232
Net asset transfers:
Trustee 28,490,485 0 0 28,490,485 0 0
Interfund transfers (1,967,223) 114,611 772,519 (1,789,018) 1,383,731 (1,485,380)
------------ --------- ----------- ------------ ---------- ------------
Net assets at end of year $119,487,586 $250,636 $1,445,888 $27,067,578 $1,941,477 $150,193,165
============ ========= =========== ============ ========== ============
19
NOTE 4, continued
- -----------------
The statements of changes in net assets of the Master Trust is as follows:
For the year ended
December 30, 1993 December 30, 1992
Fidelity Investments Bankers Trust
---------------------- -----------------
Balance From
Prior Page Magellan Fund Total Total
------------- ------------- ------------ -----------
Contributions
Participants $ 13,934,059 $ 619,963 $ 14,554,022 $ 12,421,775
Transfer from other
tax-qualified
retirement plans 829,602 28,271 857,873 787,777
Employer 4,529,816 242,179 4,771,995 6,094,793
Investment Income:
Interest and dividends 4,802,504 46,050 4,848,554 2,729,860
Net appreciation (depreciation)
of investments 22,409,077 (9,658) 22,399,419 (3,973,651)
------------ ---------- ------------ -------------
Total Income 46,505,058 926,805 47,431,863 18,060,554
Withdrawals by participants 18,098,745 878 18,099,623 7,423,568
------------ ---------- ------------ -------------
Increase (Decrease) in net assets 28,406,313 925,927 29,332,240 10,636,986
Net assets at beginning of year 123,272,232 0 123,272,232 112,635,246
Net asset transfers:
Trustee 0 0 0 0
Interfund transfers (1,485,380) 1,485,380 0 0
------------ ---------- ------------ -------------
Net assets at end of year $150,193,165 $2,411,307 $152,604,472 $123,272,232
============ ========== ============ ============
20
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
- ---------------------------------------
The Trustee repurchased, from withdrawing participants, 133,073
shares of Kodak Common Stock during 1993 at an average cost of $54.15
and 32,630 shares during 1992 at an average cost of $44.94. During 1993
and 1992, 124,137 and 78,476 shares, respectively, of Kodak Common Stock
were distributed to withdrawing participants.
NOTE 6 - FEDERAL INCOME TAXES
- -----------------------------
The Plan is intended to be a qualified plan under Sections 401(a)
and 401(k) of the Internal Revenue Code and is exempt from federal
income taxes under Section 501(a) of the Code.
The Plan obtained its latest determination letter on September 8,
1986, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan Administrator and the Plan's
tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, they believe that the Plan was qualified and
the related trust was tax-exempt as of the financial statement date.
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
On December 31, 1993, Kodak spun-off its worldwide chemical business
through a dividend to its shareowners, following receipt of a ruling
from the Internal Revenue Service that the transaction will be tax-free
to Kodak and its U.S. shareowners. For every four Kodak shares owned,
shareowners received one share of Eastman Chemical Company ("ECC").
On January 4, 1994, the Sterling Winthrop Inc. Employees' Savings Plan
Trust received 271,615 shares of ECC stock which it sold for
$11,819,294.
21
NOTE 8 - INVESTMENT IN THE STERLING WINTHROP INC. EMPLOYEES' SAVINGS
PLANS MASTER TRUST:
- --------------------------------------------------------------------
The net assets of the Plan are consolidated in the Master Trust
together with the net assets of the Sterling Winthrop Inc. Salaried
Employees' Savings Plan. The Master Trust is comprised of the following
funds:
Eastman Kodak Company Fund - This fund consists principally of common
stock of Eastman Kodak and cash or cash equivalents which Fidelity deems
reasonably necessary for orderly investment in such stock and for
anticipated cash requirements.
Fidelity Asset Manager Fund - This fund invests primarily in stocks,
bonds and other short-term securities in the U.S. and abroad.
Fidelity Asset Manager: Growth - This fund invests primarily in stocks,
bonds and other short-term securities both in the U.S. and abroad. On
the average, approximately 65% of the fund assets are invested in stock.
Fidelity Institutional Short-Intermediate Government Portfolio - This
fund invests primarily in obligations that are either issued or
guaranteed by the U.S. Government, its agencies or instrumentalities,
and repurchase agreements backed by such securities.
Fidelity Contrafund - This fund invests primarily in common stocks and
securities convertible into common stock. The fund may vary its
investments among common stocks, preferred stocks, securities with
warrants attached, and bonds, notes and other debt securities.
Fidelity Growth & Income Portfolio - This fund consists of common
stocks, securities convertible into common stocks, preferred stocks and
fixed-income securities. Approximately 65% of the portfolio is invested
in common and preferred stocks.
Fidelity Asset Manager: Income - This fund invests primarily in stocks,
bonds and other short-term securities both in the U.S. and abroad. On
the average, approximately 50% of the fund assets are invested in short-
term investments.
Fidelity Magellan Fund - This fund invests primarily in common stocks
and securities convertible into common stock of both well known and
lesser-known companies.
Fidelity Blended GIC Fund - This fund consists of high quality open
ended Guaranteed Investment Contracts, Bank Investment Contracts,
insurance company separate accounts, and synthetic Guaranteed Investment
Contracts. This fund includes two insurance company GIC contracts
managed by Bankers Trust and maturing in 1994 and 1995.
22
(II) SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
STERLING WINTHROP INC.
Hourly Employees' Savings Plan Committee
Date: April 22, 1993 ---------------------------
Christopher J. Coughlin
Chairman of the Committee
23
(III) EXHIBITS
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-38631) of the of Eastman Kodak Company of
our report dated April 22, 1994 relating to the Sterling Winthrop Inc.
Hourly Employees' Savings Plan financial statements appearing on page 3
of this Annual Report on Form 11-K.
PRICE WATERHOUSE
New York, New York 10036
April 29, 1994
1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 30, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-87
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN I
225 Summit Avenue
Montvale, NJ 07645
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
EASTMAN KODAK COMPANY
343 State Street
Rochester, NY 14650
2
TABLE OF CONTENTS
Page No.
(I) Financial Statements
(a) Report of Independent Accountants 3
(b) Statement of Net Assets Available for Plan 4
Benefits - December 30, 1993 and 1992
(c) Statement of Changes in Net Assets 5 - 6
Available for Plan Benefits -
Year ended December 30, 1993 and 1992
(d) Notes to Financial Statements 7 - 15
(II) Signatures 16
(III) Exhibit
(a) Consent of Independent Accountants 17
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the L&F Products Employees'
Savings Plan I Committee and the
Participants of the L&F Products
Employees' Savings Plan I
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available
for plan benefits of the L&F Products Employees' Savings Plan I at December 30,
1993, and the changes in net assets available for plan benefits for the year
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan Administrator; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by the Plan Administrator, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of net assets available for plan benefits as of
December 30, 1992 and the related statement of changes in net assets available
for plan benefits for the year then ended (not presented herein) and in our
report dated April 1, 1993 we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying condensed statement of net assets available for plan benefits
as of December 30, 1992 and the condensed statement of changes in net assets
available for plan benefits for the year ended December 30, 1992, when read in
conjunction with the financial statements from which it has been derived, is
fairly stated in all material respects in relation thereto.
PRICE WATERHOUSE
New York, New York
April 1, 1994
4
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN I
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
DECEMBER 30, DECEMBER 30,
1993 1992
============ ===========
Investment in the L&F Products
Employees' Savings Plans
Master Trust, at fair
value (Note 4):
Eastman Kodak Company Fund $18,932,018 $14,637,276
Fidelity Retirement Money Market Portfolio 3,924,069 4,037,856
Fidelity Managed Income Portfolio 8,351,207 8,498,971
Fidelity Institutional Short-Intermediate
Government Portfolio 5,332,142 5,689,744
Fidelity Balanced Fund 4,288,915 1,651,921
Fidelity Growth & Income Portfolio 5,815,657 2,588,501
Fidelity Equity Index Portfolio 6,881,647 7,159,989
Fidelity Magellan Fund 5,531,664 1,903,405
--------- ----------
Net assets available for
plan benefits $59,057,319 $46,167,663
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN I
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
Fidelity Investments
----------------------------------------------------------------------------------------
Institutional
Short-
Retirement Intermediate
Eastman Kodak Money Market Managed Income Government Balanced
Company Fund Portfolio Portfolio Portfolio Fund Sub-Total
============= ============ ============== ============== ========= =========
Contributions:
Participants $1,205,904 $324,921 $798,657 $508,891 $358,667 $3,197,040
Transfers from other
tax-qualified
retirement plans 23,608 56,595 4,327 16,095 57,138 157,763
Employer 473,293 142,408 335,233 207,194 125,598 1,283,726
Investment income:
Interest and dividends 671,251 122,271 495,235 334,207 312,207 1,935,171
Net appreciation (depreciation)
of investments 5,506,035 -- -- (14,086) 143,282 5,635,231
Total additions 7,880,091 646,195 1,633,452 1,052,301 996,892 12,208,931
Withdrawals by participants 1,168,467 374,152 1,030,530 497,346 341,613 3,412,108
Increase in net assets 6,711,624 272,043 602,922 554,955 655,279 8,796,823
Net assets available for plan
benefits at beginning of year 14,637,276 4,037,856 8,498,971 5,689,744 1,651,921 34,515,768
Net asset transfers:
Interfund (2,416,882) (385,830) (750,686) (912,557) 1,981,715 (2,484,240)
----------- --------- --------- --------- ------------ ------------
Net assets available for plan
benefits at end of year $18,932,018 $3,924,069 $8,351,207 $5,332,142 $4,288,915 $40,828,351
============ =========== =========== =========== ============ ============
The accompanying notes are an integral part of these financial statements.
Continued on next page
6
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN I
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
Fidelity Investments
---------------------------------------------------------------------------------------------
Growth U.S. For the Year
Balance From & Income Equity Index Magellan Ended 12/30/92
Prior Page Portfolio Portfolio Fund Total Total
============ ============ ============ ========== ========== ==============
Contributions:
Participants $3,197,040 $670,663 $663,942 $622,794 $5,154,439 $4,733,588
Transfers from other
tax-qualified
retirement plans 157,763 81,668 11,564 45,697 296,692 220,079
Employer 1,283,726 238,693 247,869 232,793 2,003,081 1,894,212
Investment income:
Interest and dividends 1,935,171 298,529 286,337 431,217 2,951,254 2,441,253
Net appreciation (depreciation)
of investments 5,635,231 459,544 361,476 256,239 6,712,490 (2,563,308)
Total additions 12,208,931 1,749,097 1,571,188 1,588,740 17,117,956 6,725,824
Withdrawals by participants 3,412,108 197,499 405,930 212,763 4,228,300 2,397,323
Increase in net assets 8,796,823 1,551,598 1,165,258 1,375,977 12,889,656 4,328,501
Net assets available for plan
benefits at beginning of year 34,515,768 2,588,501 7,159,989 1,903,405 46,167,663 41,839,162
Net asset transfers:
Interfund (2,484,240) 1,675,558 (1,443,600) 2,252,282 -- --
------------ --------- ----------- ---------- ------------ ------------
Net assets available for plan
benefits at end of year $40,828,351 $5,815,657 $6,881,647 $5,531,664 $59,057,319 $46,167,663
============= ========== =========== =========== =========== ============
The accompanying notes are an integral part of these financial statements.
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN I
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF PLAN
============================
L&F Products (the "Company"), an unincorporated division of Sterling Winthrop
Inc., Employees' Savings Plan I (the "Plan") was established December 31, 1990,
by Sterling Winthrop Inc., a subsidiary of the Eastman Kodak Company ("Kodak").
The Plan is a defined contribution plan covering eligible employees of the
Company who are not members of a collective bargaining unit. Since the Plan is
an individual account plan, it is not subject to the funding requirements of
the Employee Retirement Income Security Act of 1974 ("ERISA"). Furthermore, it
does not require termination insurance, nor does it need to include the
statutory provisions dealing with the allocation of assets upon termination.
The Company, however, reserves the right to amend or terminate the Plan at any
time. In the event of Plan termination, participants will remain fully vested
in their accounts.
Participation in the Plan is voluntary. Company employees who are citizens or
residents of the United States or Puerto Rico and who are not members of a
collective bargaining unit may participate in the Plan after the completion of
one year of service.
Participants contribute to the Plan each pay period up to 16% of their base
salary in whole percentages. Contributions may be made as tax-deferred
contributions, non-tax-deferred contributions, or a combination of both. The
tax-deferred portion of these contributions will be subject to federal income
taxes when they are withdrawn or distributed. Participants may change the
amount of their contributions twice each calendar year.
The Company contributes to the Plan, on each participant's behalf, an amount
equal to (i) 100% of participants' contributions up to 2% of base salary, plus
(ii) 25% of participants' contributions between 2% and 6% of base salary.
Participants are fully vested in their contributions at the time the
contributions are made. Participants are fully vested in Company matching
contributions after completion of five years of credited service. Participants
with less than five years of credited service become fully vested in Company
contributions attributable to matured class years. Company contributions
attributable to matured class years are those Company contributions which have
been held in participants' accounts for at least two full Plan years.
Participants may elect to have their accounts invested in multiples of 10% in
the Eastman Kodak Company Fund, Fidelity Retirement Money Market Portfolio,
Fidelity Managed Income Portfolio, Fidelity Institutional Short-Intermediate
Government Portfolio, Fidelity Balanced Fund, Fidelity Growth & Income
Portfolio, Fidelity U.S. Equity Index Portfolio, and Fidelity Magellan Fund,
which are part of the L&F Products Employees' Savings Plan Master Trust (the
"Master Trust"). Dividends paid and interest earned are credited to each
participant's account and reinvested in the respective funds. Participants
may change their elections or transfer their accounts among the various Master
Trust funds once each calendar quarter.
8
Following retirement, death, or termination of employment, the entire amount
of a participant's balance is distributed at the election of the participant
(or beneficiary). Participants may elect to receive: (i) a single lump-sum
payment; or (ii) nearly equal annual installments for up to 10 years, or
(iii) a straight life annuity, or (iv) a joint and survivor annuity. Balances
of $3,500 or less, however, are automatically paid out in the form of an
immediate lump-sum payment.
An active participant is entitled to withdraw all or any portion of their
account attributable to non tax-deferred contributions subject to certain
limitations. A participant may withdraw any portion of their account
attributable to tax-deferred contributions on attaining age 59 1/2 or if needed
to meet financial hardship. However, earnings on tax-deferred contributions
credited after 1988 may not be withdrawn in a hardship withdrawal.
Withdrawal of any matured portion of a participant's account attributable
to Company contributions is permitted subject to certain withdrawal
restrictions.
The Plan re-allocates forfeitures of non-vested Company contributions
resulting from employee terminations to the accounts of active
participants. Forfeitures amounted to $98,734 and $73,678 for the years
ended December 30, 1993 and 1992, respectively.
A participant may borrow one-half of their vested account balance up to
a maximum of $50,000. All loans must be repaid within five years except
for those used to acquire a principal residence. Loans are secured by up
to 50% of the participant's vested interest in the Plan. Loans bear
interest at 2% per annum above the annualized prime interest rate as
reported in The Wall Street Journal in effect as of the date on which the
loan is made.
The Plan is administered by a committee, consisting of not less than three
members, appointed by the President of the Company (the "Committee").
Fidelity Investments ("Fidelity") is the trustee under a group trust agreement
with the Company. Fidelity is also the custodian and recordkeeper of the
assets of the Master Trust and individual participants' accounts. Investment
decisions regarding the Fidelity funds are made by Fidelity.
9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
===================================================
The following is a summary of significant accounting policies followed by
the Plan and the Master Trust:
Basis of accounting:
The accounts of the Plan and Master Trust have been prepared on an accrual
basis.
Valuation of investments:
Plan Investments at December 30, 1993 and 1992, consist of an interest in
the Master Trust which is presented at fair value. The fair value of
investments held by the Master Trust is stated at the closing market price
for investments traded on National Securities Exchanges or at the published
net asset value for mutual funds. Security transactions are accounted for
on a trade date basis. Net assets and net investment income of the Master
Trust are allocated to the Plan based upon participants' account balances
and activity.
Income and expense recognition:
All expenses of the Plan and its administration, except for brokers'
commissions which are deducted from investment transactions, are paid by
the Company.
Dividend income is recorded on the ex-dividend date and interest income is
recorded as earned.
NOTE 3 - TRUSTEE TRANSFER
=========================
In an effort to improve the management and performance of the Master Trust's
assets, the Committee terminated the former trustee agreement with Bankers
Trust Company ("Bankers Trust") and entered into a new trustee agreement and
master trust arrangement with Fidelity effective December 31, 1991. As of
December 31, 1991, all Master Trust assets held by Bankers Trust were
transferred to corresponding Fidelity funds. All Bankers Trust assets, with
the exception of the Kodak common stock, were converted to cash and cash
equivalents prior to December 30, 1991, to facilitate this transfer.
The information related to the Plan's proportionate share of the transfer
of the Kodak common stock is as follows:
Cost of net assets $14,578,915
Unrealized appreciation 1,620,668
-----------
Fair value of net assets: $16,199,583
===========
10
NOTE 4 - INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLANS MASTER TRUST
=============================================================================
The net assets of the Plan are consolidated in the Master Trust together with
net assets of the L&F Products Employees' Savings Plan II. The Master Trust
is comprised of the following funds:
Eastman Kodak Company Fund - This fund consists principally of common stock
of Kodak and cash or cash equivalents which Fidelity deems reasonably
necessary for orderly investment in such stock and for anticipated cash
requirements.
Fidelity Retirement Money Market Portfolio - This fund consists of high
quality U.S. dollar denominated money market instruments of U.S. and foreign
issuers which present minimal credit risk. These instruments include
obligations of the U.S. Government, obligations of financial institutions,
and short term corporate obligations.
Fidelity Managed Income Portfolio - This fund consists of high quality open
ended Guaranteed Investment Contracts, Bank Investment Contracts, insurance
company separate accounts, and synthetic Guaranteed Investment Contracts.
Fidelity Institutional Short-Intermediate Government Portfolio - This fund
invests primarily in obligations that are either issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, and repurchase
agreements backed by such securities.
Fidelity Balanced Fund - This fund consists of common and preferred stocks
and fixed income bonds. At least 25% of the funds assets are always
invested in fixed income bonds.
Fidelity Growth & Income Portfolio - This fund consists of common and
preferred stocks and convertible securities and bonds. Approximately 65%
of the portfolio is invested in common and preferred stocks.
Fidelity U.S. Equity Index Portfolio - This fund consists of a
proportionate share of the common stock of the companies which comprise
the S&P 500 Index.
Fidelity Magellan Fund - This fund invests primarily in common stocks and
convertible securities of both well known and lesser-known companies.
11
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
The statement of net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993
Fidelity Investments
-----------------------------------------------------------------------------------------
Institutional
Short-
Retirement Intermediate
Eastman Kodak Money Market Managed Income Government Balanced
Company Fund Portfolio Portfolio Portfolio Fund Sub-Total
============ ========= ========== ========= ========= ===========
Eastman Kodak Company common
stock $21,657,122 -- -- -- -- $21,657,122
Fidelity
U.S. Gov't Reserve Pool 381,221 -- -- -- -- 381,221
Retirement Money Mkt. Portfolio 4,199,341 -- -- -- 4,199,341
Managed Income Portfolio -- -- 9,198,719 -- -- 9,198,719
Short-Intermediate Government Portfolio -- -- -- 5,519,068 -- 5,519,068
Balanced Fund -- -- -- -- 4,454,424 4,454,424
Growth and Income Portfolio -- -- -- -- -- --
U.S. Equity Index Portfolio -- -- -- -- -- --
Magellan Fund -- -- -- -- -- --
Dividend/interest receivable 193,493 10,957 42,629 26,136 -- 273,215
Loans receivable from participants 58,019 12,026 26,407 16,341 13,144 125,937
Receivable from trustee and other 506 147 122 1,202 2,048 4,025
----------- ---------- ---------- ---------- ---------- -----------
Total Master Trust net assets $22,290,361 $4,222,471 $9,267,877 $5,562,747 $4,469,616 $45,813,072
=========== ========== ========== ========== ========== ===========
Continued on next page
12
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
December 30, 1993
Fidelity Investments Dec. 30, 1992
---------------------------------------------------------------------------------------------
Growth U.S.
Balance From & Income Equity Index Magellan
Prior Page Portfolio Portfolio Fund TOTAL TOTAL
============ ============ ============ ========== =========== ===========
Eastman Kodak Company common
stock $21,657,122 -- -- -- $21,657,122 $16,744,805
Fidelity
U.S. Gov't Reserve Pool 381,221 -- -- -- 381,221 151,405
Retirement Money Mkt. Portfolio 4,199,341 -- -- -- 4,199,341 4,865,156
Managed Income Portfolio 9,198,719 -- -- -- 9,198,719 9,133,941
Short-Intermediate Gov't Portfolio 5,519,068 -- -- -- 5,519,068 5,789,833
Balanced Fund 4,454,424 -- -- -- 4,454,424 1,653,426
Growth and Income Portfolio -- 6,003,949 -- -- 6,003,949 2,579,780
U.S. Equity Index Portfolio -- -- 7,151,783 -- 7,151,783 7,270,193
Magellan Fund -- -- -- 5,762,758 5,762,758 1,930,230
Dividend/interest receivable 273,215 -- -- -- 273,215 293,138
Loans receivable from participants 125,937 17,823 21,090 16,953 181,803 98,385
Receivable from trustee and other 4,025 133 14 83 4,255 --
----------- ---------- ---------- ---------- ----------- ------------
Total Master Trust net assets $45,813,072 $6,021,905 $7,172,887 $5,779,794 $64,787,658 $50,510,292
=========== ========== ========== ========== =========== ============
13
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
=================================================================================
For the year ended December 30, 1993
Fidelity Investments
---------------------------------------------------------------------------------------
Institutional
Retirement Short-Inter-
Eastman Kodak Money Market Managed Income mediate Gov't Balanced
Company Fund Portfolio Portfolio Portfolio Fund Sub-Total
============ ============ ============== ============== ========= =======
Contributions:
Participants $1,349,278 $355,562 $895,678 $532,281 $377,220 $3,510,019
Transfers from other
tax-qualified
retirement plans 23,608 56,595 4,327 16,095 57,138 157,763
Employer 533,143 156,705 377,330 216,883 131,389 1,415,450
Investment income:
Interest and dividends 792,686 131,970 545,443 348,104 324,337 2,142,540
Net appreciation (depreciation)
of investments 6,501,177 -- -- (15,066) 148,361 6,634,472
Total additions 9,199,892 700,832 1,822,778 1,098,297 1,038,445 13,860,244
Withdrawals by participants 1,223,383 631,712 1,123,926 531,095 345,777 3,855,893
Increase in net assets 7,976,509 69,120 698,852 567,202 692,668 10,004,351
Net assets available for plan
benefits at beginning
of year 17,295,544 4,327,913 9,318,311 5,897,264 1,681,158 38,520,190
Net asset transfers:
Trustee -- -- -- -- -- --
Interfund (2,981,692) (174,562) (749,286) (901,719) 2,095,790 (2,711,469)
------------ ----------- ----------- ----------- ----------- ---------------
Net assets available for plan
benefits at end of year $22,290,361 $4,222,471 $9,267,877 $5,562,747 $4,469,616 $45,813,072
============ =========== =========== =========== =========== ===============
Continued on next page
14
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
===============================================================================
For the year ended December 30, 1993
Fidelity Investments
---------------------------------------------------------------------------------------------
Growth U.S. For the Year
Balance From & Income Equity Index Magellan Ended 12/30/92
Prior Page Portfolio Portfolio Fund Total Total
=========== ============ ============== ============= ============ ===============
Contributions:
Participants $3,510,019 $691,503 $726,374 646,421 $5,574,317 $5,158,609
Transfers from other
tax-qualified
retirement plans 157,763 81,668 11,564 45,697 296,692 222,031
Employer 1,415,450 245,320 271,695 239,628 2,172,093 2,068,908
Investment income:
Interest and dividends 2,142,540 308,366 297,203 450,705 3,198,814 2,660,010
Net appreciation (depreciation)
of investments 6,634,472 472,710 374,157 263,916 7,745,255 (3,079,861)
Total additions 13,860,244 1,799,567 1,680,993 1,646,367 18,987,171 7,029,697
Withdrawals by participants 3,855,893 214,569 419,555 219,788 4,709,805 2,852,830
Increase in net assets 10,004,351 1,584,998 1,261,438 1,426,579 14,277,366 4,176,867
Net assets available for plan
benefits at beginning
of year 38,520,190 2,630,312 7,375,342 1,984,448 50,510,292 --
Net asset transfers:
Trustee -- -- -- -- -- 46,333,425
Interfund (2,711,469) 1,806,595 (1,463,893) 2,368,767 -- --
------------- --------- ----------- ----------- ----------- ------------
Net assets available for plan
benefits at end of year $45,813,072 $6,021,905 $7,172,887 $5,779,794 $64,787,658 $50,510,292
============ ========== =========== ========== =========== ============
15
NOTE 5 - FEDERAL INCOME TAXES
=============================
The Plan is intended to be a qualified plan under Sections 401(a) and 401(k) of
the Internal Revenue Code and as such is exempt from federal income taxes under
Section 501(a) of the Code. The Plan obtained its latest determination letter
on September 16, 1992, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan Administrator and the Plan's tax
counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
NOTE 6 - SUBSEQUENT EVENT
=========================
On December 31, 1993, Kodak spun-off its worldwide chemical business through
a dividend to its shareowners, following receipt of a ruling from the Internal
Revenue Service that the transaction will be tax-free to Kodak and its U.S.
shareowners. For every four Kodak shares owned, shareowners received one
share of Eastman Chemical Company ("ECC"). On January 4, 1994, the L&F
Products Employee Savings Plan Trust received 98,173 shares of ECC stock
which it sold for $4,277,477 and acquired Kodak shares with these proceeds.
16
(II) SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Plan) have
duly caused this annual report to be signed by the undersigned hereunto
duly authorized.
L&F Products
Employees' Savings Plan I
Raymond J. Stack, Jr.
Chairman
Date: _________________
17
(III) EXHIBIT
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-38633) of Eastman Kodak Company of our
report dated April 1, 1994 relating to the L&F Products Employees'
Savings Plan I financial statements appearing on page 3 of this Annual
Report on Form 11-K.
PRICE WATERHOUSE
New York, New York
April 29, 1994
1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 30, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 1-87
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN II
225 Summit Avenue
Montvale, NJ 07645
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
EASTMAN KODAK COMPANY
343 State Street
Rochester, NY 14650
2
TABLE OF CONTENTS
Page No.
(I) Financial Statements
(a) Report of Independent Accountants 3
(b) Statement of Net Assets Available for Plan 4
Benefits - December 30, 1993 and 1992
(c) Statement of Changes in Net Assets 5 - 6
Available for Plan Benefits -
Year ended December 30, 1993 and 1992
(d) Notes to Financial Statements 7 - 15
(II) Signatures 16
(III) Exhibit
(a) Consent of Independent Accountants 17
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the L&F Products Employees'
Savings Plan II Committee and the
Participants of the L&F Products
Employees' Savings Plan II
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available
for plan benefits of the L&F Products Employees' Savings Plan II at
December 30, 1993, and the changes in net assets available for plan benefits
for the year then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan
Administrator; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by the Plan Administrator, and evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for the opinion expressed above.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of net assets available for plan benefits as of
December 30, 1992 and the related statement of changes in net assets available
for plan benefits for the year then ended (not presented herein) and in our
report dated April 1, 1993 we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying condensed statement of net assets available for plan benefits
as of December 30, 1992 and the condensed statement of changes in net assets
available for plan benefits for the year ended December 30, 1992, when read in
conjunction with the financial statements from which it has been derived, is
fairly stated in all material respects in relation thereto.
PRICE WATERHOUSE
New York, New York
April 1, 1994
4
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN II
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
DECEMBER 30, DECEMBER 30,
1993 1992
============ ============
Investment in the L&F Products
Employees' Savings Plans
Master Trust, at fair
value (Note 4):
Eastman Kodak Company Fund $3,358,343 $2,658,268
Fidelity Retirement Money Market Portfolio 298,402 290,057
Fidelity Managed Income Portfolio 916,670 819,340
Fidelity Institutional Short-Intermediate
Government Portfolio 230,605 207,520
Fidelity Balanced Fund 180,701 29,237
Fidelity Growth & Income Portfolio 206,248 41,811
Fidelity Equity Index Portfolio 291,240 215,353
Fidelity Magellan Fund 248,130 81,043
---------- ----------
Net assets available for
plan benefits $5,730,339 $4,342,629
========== ==========
The accompanying notes are an integral part of these financial statements.
5
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN II
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
Fidelity Investments
----------------------------------------------------------------------------------------
Institutional
Short-
Retirement Intermediate
Eastman Kodak Money Market Managed Income Government Balanced
Company Fund Portfolio Portfolio Portfolio Fund Sub-Total
============ ============ ============== ============== ========= =========
Contributions:
Participants $143,374 $30,641 $97,021 $23,390 $18,553 $312,979
Transfers from other
tax-qualified
retirement plans -- -- -- -- -- --
Employer 59,850 14,297 42,097 9,689 5,791 131,724
Investment income:
Interest and dividends 121,435 9,699 50,208 13,897 12,130 207,369
Net appreciation (depreciation)
of investments 995,142 -- -- (980) 5,079 999,241
Total additions 1,319,801 54,637 189,326 45,996 41,553 1,651,313
Withdrawals by participants 54,916 257,560 93,396 33,749 4,164 443,785
Increase in net assets 1,264,885 (202,923) 95,930 12,247 37,389 1,207,528
Net assets available for plan
benefits at beginning of year 2,658,268 290,057 819,340 207,520 29,237 4,004,422
Net asset transfers:
Interfund (564,810) 211,268 1,400 10,838 114,075 (227,229)
----------- --------- ---------- ---------- ---------- -----------
Net assets available for plan
benefits at end of year $3,358,343 $298,402 $916,670 $230,605 $180,701 $4,984,721
=========== ========= ========= ========= ========== ===========
The accompanying notes are an integral part of these financial statements.
Continued on next page
6
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN II
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
For the year ended December 30, 1993
Fidelity Investments
----------------------------------------------------------------------------------------
Growth U.S. For the Year
Balance from & Income Equity Index Magellan Ended 12/30/92
Prior Page Portfolio Portfolio Fund Total Total
------------ ------------- -------------- ------------ ------------ --------------
Contributions:
Participants $312,979$20,840 $62,432 $23,627 $419,878 $ 425,021
Transfers from other
tax-qualified
retirement plans -- ---- -- -- 1,952
Employer 131,724 6,627 23,826 6,835 169,012 174,696
Investment income:
Interest and dividends 207,369 9,837 10,866 19,488 247,560 218,757
Net appreciation (depreciation)
of investments 999,241 13,166 12,681 7,677 1,032,765 (516,553)
Total additions 1,651,313 50,470 109,805 57,627 1,869,215 303,873
Withdrawals by participants 443,785 17,070 13,625 7,025 481,505 455,507
Increase in net assets 1,207,528 33,400 96,180 50,602 1,387,710 (151,634)
Net assets available for plan
benefits at beginning of year 4,004,422 41,811 215,353 81,043 4,342,629 4,494,263
Net asset transfers:
Interfund (227,229) 131,037 (20,293) 116,485 -- --
------------ --------- ---------- --------- ----------- ------------
Net assets available for plan
benefits at end of year $4,984,721 $206,248 $291,240 $248,130 $5,730,339 $ 4,342,629
============ ========= ========== ========= =========== ============
The accompanying notes are an integral part of these financial statements.
7
L&F PRODUCTS
EMPLOYEES' SAVINGS PLAN II
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF PLAN
============================
L&F Products (the "Company"), an unincorporated division of Sterling Winthrop
Inc., Employees' Savings Plan II (the "Plan") was established
December 31, 1990, by Sterling Winthrop Inc., a subsidiary of the Eastman
Kodak Company ("Kodak"). The Plan is a defined contribution plan covering
eligible employees of the Company who are members of a collective bargaining
unit. Since the Plan is an individual account plan, it is not subject to the
funding requirements of the Employee Retirement Income Security Act of 1974
("ERISA"). Furthermore, it does not require termination insurance, nor does
it need to include the statutory provisions dealing with the allocation of
assets upon termination. The Company, however, reserves the right to amend or
terminate the Plan at any time. In the event of Plan termination,
participants will remain fully vested in their accounts.
Participation in the Plan is voluntary. Company employees who are members
of a collective bargaining unit may participate in the Plan after the
completion of one year of service.
Participants contribute to the Plan each pay period up to 16% of their base
salary in whole percentages. Contributions may be made as tax-deferred
contributions, non-tax-deferred contributions, or a combination of both. The
tax-deferred portion of these contributions will be subject to federal income
taxes when they are withdrawn or distributed. Participants may change the
amount of their contributions twice each calendar year.
The Company contributes to the Plan, on each participant's behalf, an amount
equal to 100% of participants' contributions up to 2% of base salary.
Participants are fully vested in their contributions at the time the
contributions are made. Participants are fully vested in Company matching
contributions after completion of five years of credited service.
Participants with less than five years of credited service become fully
vested in Company contributions attributable to matured class years. Company
contributions attributable to matured class years are those Company
contributions which have been held in participants' accounts for at least two
full Plan years.
Participants may elect to have their accounts invested in multiples of 10%
in the Eastman Kodak Company Fund, Fidelity Retirement Money Market
Portfolio, Fidelity Managed Income Portfolio, Fidelity Institutional Short-
Intermediate Government Portfolio, Fidelity Balanced Fund, Fidelity Growth &
Income Portfolio, Fidelity U.S. Equity Index Portfolio, and Fidelity Magellan
Fund, which are part of the L&F Products Employees' Savings Plan Master Trust
(the "Master Trust"). Dividends paid and interest earned are credited to
each participant's account and reinvested in the respective funds.
Participants may change their elections or transfer their accounts among the
various Master Trust funds once each calendar quarter.
8
Following retirement, death, or termination of employment, the entire amount
of a participant's balance is distributed at the election of the participant
(or beneficiary). Participants may elect to receive: (i) a single lump-sum
payment; or (ii) nearly equal annual installments for up to 10 years, or (iii)
a straight life annuity, or (iv) a joint and survivor annuity. Balances of
$3,500 or less, however, are automatically paid out in the form of an
immediate lump-sum payment.
An active participant is entitled to withdraw all or any portion of their
account attributable to non tax-deferred contributions subject to certain
limitations. A participant may withdraw any portion of their account
attributable to tax-deferred contributions on attaining age 59 1/2 or if
needed to meet financial hardship. However, earnings on tax-deferred
contributions credited after 1988 may not be withdrawn in a hardship
withdrawal. Withdrawal of any matured portion of a participant's
account attributable to Company contributions is permitted subject to
certain withdrawal restrictions.
The Plan re-allocates forfeitures of non-vested Company contributions
resulting from employee terminations to the accounts of active
participants. Forfeitures amounted to $338 and $1,752 for the years
ended December 30, 1993 and 1992, respectively.
A participant may borrow one-half of their vested account balance up to a
maximum of $50,000. All loans must be repaid within five years except for
those used to acquire a principal residence. Loans are secured by up to 50%
of the participant's vested interest in the Plan. Loans bear interest at 2%
per annum above the annualized prime interest rate as reported in The Wall
Street Journal in effect as of the date on which the loan is made.
The Plan is administered by a committee, consisting of not less than
three members, appointed by the President of the Company (the
"Committee"). Fidelity Investments ("Fidelity") is the trustee under
a group trust agreement with the Company. Fidelity is also the custodian
and recordkeeper of the assets of the Master Trust and individual
participants' accounts. Investment decisions regarding the Fidelity
funds are made by Fidelity.
9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
===================================================
The following is a summary of significant accounting policies followed by the
Plan and the Master Trust:
Basis of accounting:
The accounts of the Plan and Master Trust have been prepared on an accrual
basis.
Valuation of investments:
Plan Investments at December 30, 1993 and 1992, consist of an interest in the
Master Trust which is presented at fair value. The fair value of investments
held by the Master Trust is stated at the closing market price for investments
traded on National Securities Exchanges or at the published net asset value
for mutual funds. Security transactions are accounted for on a trade date
basis. Net assets and net investment income of the Master Trust are allocated
to the Plan based upon participants' account balances and activity.
Income and expense recognition:
All expenses of the Plan and its administration, except for brokers'
commissions which are deducted from investment transactions, are paid by
the Company. Dividend income is recorded on the ex-dividend date and
interest income is recorded as earned.
NOTE 3 - TRUSTEE TRANSFER
=========================
In an effort to improve the management and performance of the Master Trust's
assets, the Committee terminated the former trustee agreement with Bankers
Trust Company ("Bankers Trust") and entered into a new trustee agreement and
master trust arrangement with Fidelity effective December 31, 1991. As of
December 31, 1991, all Master Trust assets held by Bankers Trust were
transferred to corresponding Fidelity funds. All Bankers Trust assets,
with the exception of the Kodak common stock, were converted to cash and
cash equivalents prior to December 30, 1991, to facilitate this transfer.
The information related to the Plan's proportionate share of the transfer of
the Kodak common stock is as follows:
Cost of net assets $2,993,902
Unrealized appreciation 245,168
----------
Fair value of net assets $3,239,070
==========
10
NOTE 4 - INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLANS MASTER TRUST
=============================================================================
The net assets of the Plan are consolidated in the Master Trust together with
net assets of the L&F Products Employees' Savings Plan I. The Master Trust
is comprised of the following funds:
Eastman Kodak Company Fund - This fund consists principally of common stock of
Kodak and cash or cash equivalents which Fidelity deems reasonably necessary
for orderly investment in such stock and for anticipated cash requirements.
Fidelity Retirement Money Market Portfolio - This fund consists of high
quality U.S. dollar denominated money market instruments of U.S. and foreign
issuers which present minimal credit risk. These instruments include
obligations of the U.S. Government, obligations of financial institutions,
and short term corporate obligations.
Fidelity Managed Income Portfolio - This fund consists of high quality open
ended Guaranteed Investment Contracts, Bank Investment Contracts, insurance
company separate accounts, and synthetic Guaranteed Investment Contracts.
Fidelity Institutional Short-Intermediate Government Portfolio - This fund
invests primarily in obligations that are either issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, and repurchase agreements
backed by such securities.
Fidelity Balanced Fund - This fund consists of common and preferred stocks
and fixed income bonds. At least 25% of the funds assets are always invested
in fixed income bonds.
Fidelity Growth & Income Portfolio - This fund consists of common and
preferred stocks and convertible securities and bonds. Approximately 65%
of the portfolio is invested in common and preferred stocks.
Fidelity U.S. Equity Index Portfolio - This fund consists of a proportionate
share of the common stock of the companies which comprise the S&P 500 Index.
Fidelity Magellan Fund - This fund invests primarily in common stocks
and convertible securities of both well known and lesser-known companies.
11
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
===============================================================================
The statement of net assets and changes in net assets of the Master Trust are as follows:
December 30, 1993
Fidelity Investments
------------------------------------------------------------------------------------------
Institutional
Short-
Retirement Intermediate
Eastman Kodak Money Market Managed Income Government Balanced
Company Fund Portfolio Portfolio Portfolio Fund Sub-Total
============= ============ =============== ============= =========== ===========
Eastman Kodak Company common
stock $21,657,122 -- -- -- -- $21,657,122
Fidelity
U.S. Gov't Reserve Pool 381,221 -- -- -- -- 381,221
Retirement Money Mkt. Portfolio 4,199,341 -- -- -- 4,199,341
Managed Income Portfolio -- -- 9,198,719 -- -- 9,198,719
Short-Intermediate Government Portfolio -- -- -- 5,519,068 -- 5,519,068
Balanced Fund -- -- -- -- 4,454,424 4,454,424
Growth and Income Portfolio -- -- -- -- -- --
U.S. Equity Index Portfolio -- -- -- -- -- --
Magellan Fund -- -- -- -- --
Dividend/interest receivable 193,493 10,957 42,629 26,136 -- 273,215
Loans receivable from participants 58,019 12,026 26,407 16,341 13,144 125,937
Receivable from trustee and other 506 147 122 1,202 2,048 4,025
----------- ----------- ----------- ---------- ---------- -----------
Total Master Trust net assets $22,290,361 $4,222,471 $9,267,877 $5,562,747 $4,469,616 $45,813,072
=========== ========== ========== ========== ========== ===========
Continued on next page
12
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
===============================================================================
December 30, 1993
Fidelity Investments Dec. 30, 1992
--------------------------------------------------------------------------------------------
Growth U.S.
Balance From & Income Equity Index Magellan
Prior Page Portfolio Portfolio Fund TOTAL TOTAL
============= ============ ============= ========== ============ ============
Eastman Kodak Company common
stock $21,657,122 -- -- -- $21,657,122$16,744,805
Fidelity
U.S. Gov't Reserve Pool 381,221 -- -- -- 381,221 151,405
Retirement Money Mkt. Portfolio 4,199,341 -- -- -- 4,199,341 4,865,156
Managed Income Portfolio 9,198,719 -- -- -- 9,198,719 9,133,941
Short-Intermediate Gov't Portfolio 5,519,068 -- -- -- 5,519,068 5,789,833
Balanced Fund 4,454,424 -- -- -- 4,454,424 1,653,426
Growth and Income Portfolio -- 6,003,949 -- -- 6,003,949 2,579,780
U.S. Equity Index Portfolio -- -- 7,151,783 -- 7,151,783 7,270,193
Magellan Fund -- -- -- 5,762,758 5,762,758 1,930,230
Dividend/interest receivable 273,215 -- -- -- 273,215 293,138
Loans receivable from participants 125,937 17,823 21,090 16,953 181,803 98,385
Receivable from trustee and other 4,025 133 14 83 4,255 --
----------- ---------- ----------- ----------- -----------------------
Total Master Trust net assets $45,813,072 $6,021,905 $7,172,887 $5,779,794 $64,787,658$50,510,292
=========== ========== ========== ========== =======================
13
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
===============================================================================
For the year ended December 30, 1993
Fidelity Investments
--------------------------------------------------------------------------------------
Institutional
Retirement Short-Inter-
Eastman Kodak Money Market Managed Income mediate Gov't Balanced
Company Fund Portfolio Portfolio Portfolio Fund Sub-Total
============= ============ ============== ============== ========= =======
Contributions:
Participants $1,349,278 $355,562 $895,678 $532,281 $377,220 $3,510,019
Transfers from other
tax-qualified
retirement plans 23,608 56,595 4,327 16,095 57,138 157,763
Employer 533,143 156,705 377,330 216,883 131,389 1,415,450
Investment income:
Interest and dividends 792,686 131,970 545,443 348,104 324,337 2,142,540
Net appreciation (depreciation)
of investments 6,501,177 -- -- (15,066) 148,361 6,634,472
Total additions 9,199,892 700,832 1,822,778 1,098,297 1,038,445 13,860,244
Withdrawals by participants 1,223,383 631,712 1,123,926 531,095 345,777 3,855,893
Increase in net assets 7,976,509 69,120 698,852 567,202 692,668 10,004,351
Net assets available for plan
benefits at beginning
of year 17,295,544 4,327,913 9,318,311 5,897,264 1,681,158 38,520,190
Net asset transfers:
Trustee -- -- -- -- -- --
Interfund (2,981,692) (174,562) (749,286) (901,719) 2,095,790 (2,711,469)
----------- ----------- ----------- ----------- ----------- ---------------
Net assets available for plan
benefits at end of year $22,290,361 $4,222,471 $9,267,877 $5,562,747 $4,469,616 $45,813,072
============ =========== =========== =========== =========== ===============
Continued on next page
14
INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED)
===============================================================================
For the year ended December 30, 1993
Fidelity Investments
----------------------------------------------------------------------------------------------
Growth U.S. For the Year
Balance From & Income Equity Index Magellan Ended 12/30/92
Prior Page Portfolio Portfolio Fund Total Total
============ ============ ============== ============= =========== ===============
Contributions:
Participants $3,510,019 $691,503 $726,374 $646,421 $5,574,317 $5,158,609
Transfers from other
tax-qualified
retirement plans 157,763 81,668 11,564 45,697 296,692 222,031
Employer 1,415,450 245,320 271,695 239,628 2,172,093 2,068,908
Investment income:
Interest and dividends 2,142,540 308,366 297,203 450,705 3,198,814 2,660,010
Net appreciation (depreciation)
of investments 6,634,472 472,710 374,157 263,916 7,745,255 (3,079,861)
Total additions 13,860,244 1,799,567 1,680,993 1,646,367 18,987,171 7,029,697
Withdrawals by participants 3,855,893 214,569 419,555 219,788 4,709,805 2,852,830
Increase in net assets 10,004,351 1,584,998 1,261,438 1,426,579 14,277,366 4,176,867
Net assets available for plan
benefits at beginning
of year 38,520,190 2,630,312 7,375,342 1,984,448 50,510,292 --
Net asset transfers:
Trustee -- -- -- -- -- 46,333,425
Interfund (2,711,469) 1,806,595 (1,463,893) 2,368,767 -- --
------------ ---------- ----------- ----------- ------------ -------------
Net assets available for plan
benefits at end of year $45,813,072 $6,021,905 $7,172,887 $5,779,794 $64,787,658 $50,510,292
============ ========== =========== ========== =========== ============
15
NOTE 5 - FEDERAL INCOME TAXES
=============================
The Plan is intended to be a qualified plan under Sections 401(a) and 401(k) of
the Internal Revenue Code and as such is exempt from federal income taxes under
Section 501(a) of the Code. The Plan obtained its latest determination letter
on March 16, 1992, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan Administrator and the Plan's tax
counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement date.
NOTE 6 - SUBSEQUENT EVENT
=========================
On December 31, 1993, Kodak spun-off its worldwide chemical business through
a dividend to its shareowners, following receipt of a ruling from the Internal
Revenue Service that the transaction will be tax-free to Kodak and its U.S.
shareowners. For every four Kodak shares owned, shareowners received one
share of Eastman Chemical Company ("ECC"). On January 4, 1994, the L&F
Products Employee Savings Plan Trust received 98,173 shares of ECC stock
which it sold for $4,277,477 and acquired Kodak shares with these proceeds.
16
(II) SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
L&F Products
Employees' Savings Plan II
Raymond J. Stack, Jr.
Chairman
Date: _________________
17
(III) EXHIBIT
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.33-38632) of Eastman Kodak Company of our
report dated April 1, 1994 relating to the L&F Products Employees'
Savings Plan II financial statements appearing on page 3 of this Annual
Report on Form 11-K.
PRICE WATERHOUSE
New York, New York
April 29, 1994
