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. 1 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, 1994 as set forth below: The three 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, 1994. Exhibits (28) A.Eastman Kodak Employees' Savings and Investment Plan Annual Report on Form 11-K for the fiscal year ended December 30, 1994. (28) B.L & F Products Employees' Savings Plan I Annual Report on Form 11-K for the fiscal year ended December 30, 1994. (28) C.L & F Products Employees' Savings Plan II Annual Report on Form 11-K for the fiscal year ended December 30, 1994. 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) David J. FitzPatrick Controller Date: May 1, 1995 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, 1994 ----------------- 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, 1994 Page No. (a) Financial Statements Report of Independent Accountants 3 Statement of Net Assets 4 Statement of Changes in Net Assets 5 Notes to Financial Statements 6-17 (b) Schedules I. Schedule of Investments 18-32 II. Allocation of Net Assets to Investment Funds 33-36 III. Allocation of Changes in Net Assets to Investment Funds 37-41 (c) Exhibit Consent of Independent Accountants 42 3 <AUDIT-REPORT> 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, 1994 and 1993, and the changes in net assets for each of the three fiscal years in the period ended December 30, 1994, 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 LLP New York, New York April 28, 1995 </AUDIT-REPORT> 4 EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS (in thousands) December 30, ---------------------- 1994 1993 ---- ---- ASSETS Investments at Fair Value: Eastman Kodak Company common stock $ 402,780 $ 320,642 Eastman stock 24,319 - Other common stocks 126,020 - Mutual funds 366,552 394,507 Interest in common or collective trusts (pooled) funds 93,546 166,829 Short-term interest fund 7,956 - Corporate debt instruments 41 - Investments at Contract Value: Group annuity contracts 3,021,859 2,847,947 Loans to participants 50,921 36,761 Employer contributions receivable 3,548 13,109 Dividends and interest receivable 3,893 3,738 Receivables for securities sold 1,098 1,000 Cash 37 - ---------- ---------- Total assets (cost: 1994 - $4,027,147 1993 - $3,646,448) 4,102,570 3,784,533 ---------- ---------- LIABILITIES Distributions payable to participants 11,906 11,339 Distribution payable to successor plans 459,973 - Payable for securities purchased 696 - Accrued expenses 1,873 1,423 ---------- ---------- Total liabilities 474,448 12,762 ---------- ---------- Net assets $3,628,122 $3,771,771 ========== ========== (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, ---------------------------------------------- 1994 1993 1992 ---- ---- ---- ADDITIONS TO NET ASSETS: Dividends on Eastman Kodak Company common stock $ 12,081 $ 11,415 $ 13,057 Dividends on Eastman stock 490 - - Other dividends 13,073 5,833 4,196 Interest 257,919 258,763 247,802 Income from common or collective trusts (pooled) funds 5,366 1,408 - Net realized and unrealized gains (losses) from investments 34,325 122,946 (16,970) Employer contributions 152,802 175,142 157,035 ---------- ---------- ---------- Total Additions 476,056 575,507 405,120 ---------- ---------- ---------- DEDUCTIONS FROM NET ASSETS: Distributions to participants (153,825) (118,320) (103,556) Distribution to successor plans (459,973) - - Administrative expenses (5,907) (2,115) - ---------- ---------- ---------- Total Deductions 619,705 120,435 103,556 ---------- ---------- ---------- Increase (Decrease) in net assets (143,649) 455,072 301,564 Net assets at beginning of year 3,771,771 3,316,699 3,015,135 ---------- ---------- ---------- Net assets at end of year $3,628,122 $3,771,771 $3,316,699 ========== ========== ========== (See accompanying notes to financial statements) 6 EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DESCRIPTION OF PLAN General The Eastman Kodak Employees' Savings and Investment Plan (the Plan or SIP) 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). Regular full-time, regular part-time or supplementary employees of these corporations are eligible to participate in the Plan. Limited service employees, co-ops and special program employees are not eligible. The Plan is subject to the Employee Retirement Income Security Act of 1974. 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 Boston Safe Deposit and Trust Company (the Plan Trustee). Plan Amendments and Other Changes Effective February 1, 1994, the Plan added three new funds, the Balanced Mutual Fund, the Large Stock Index Fund and the International Stock Fund. The Plan also renamed the existing funds as follows: the Kodak Stock Fund (formerly Fund A), the Smaller Stock Fund (formerly Fund B) and the Fixed Income Fund (formerly Fund D). On December 31, 1993, Kodak spun-off its worldwide chemical business, Eastman Chemical Company (ECC or Eastman). Subsequent to the spin-off, account balances of the ECC participants were liquidated and the proceeds invested in newly-created funds (7 different fund options) within the Plan that are managed by Fidelity Management Trust Company (Fidelity), the trustee and recordkeeper for ECC participants. Effective January 1, 1994, all salary deferrals of ECC participants have been contributed to the Eastman Investment Plan (EIP). The provisions of the Plan described below with respect to loans and distributions apply equally to the ECC participants in the Plan. Upon receiving determination letters from the IRS with respect to the SIP and EIP plans, the account balances of ECC participants will be transferred from SIP to EIP. See Federal Income Tax Status footnote. The balances of the ECC participants are reflected as a liability in the accompanying financial statements. Effective November 30, 1994, Kodak sold its Clinical Diagnostics Division (CDD); the CDD employees remained employees of Kodak and active participants in the Plan until December 26, 1994. Upon receiving a determination letter from the IRS with respect to the SIP Plan and successor plan sponsored by the purchaser of CDD, the account balances of the CDD employees will be transferred from SIP to such successor plan. The balances of the CDD employees are reflected as a liability in the accompanying financial statements. 7 Plan Amendments and Other Changes (Cont'd) 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 Trustees. Contributions The Plan includes a salary reduction provision allowing eligible participants 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 $9,240 for calendar year 1994 ($8,994 and $8,728 for calendar years 1993 and 1992, respectively). Participants' salary deferrals are contributed to the Plan by Kodak on behalf of the participants. All contributions are immediately vested. The Plan Trustees will invest the amount contributed to the Plan into the investment funds described in the Investments footnote, as directed by the participant. Participants may make transfers among the funds once a month. Loans SIPCO may grant a loan to a participant provided that the aggregate of the participant's loans outstanding will not exceed the lesser of: 1) $50,000 less the highest outstanding loan balance during the previous 12 months, or 2) 50% of the current value of the participant's account, or 3) (effective December 31, 1994) the account balance, less two times any balance on loans initiated before 1994. A new loan must be at least $1,000 and repaid within five years of the date of the loan. In accordance with the Plan provisions, the rate of interest is fixed at the discretion of SIPCO. Interest is charged at the lesser of the maximum legal rate or the prime rate. Distributions Distributions from the Plan are made under the following circumstances: 1. No portion of an account may be withdrawn without the approval of SIPCO or its designee. Approval of hardship withdrawals will only be granted in order to meet obligations relating to the payment of substantial out-of- pocket medical (or dental) bills for the participant or an immediate family member, the purchase of a primary, single family residence, tuition or other 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 8 Distributions (Cont'd) 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 in February following the year the participant turns age 65. 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 Trustees are authorized to honor "qualified domestic relations orders" issued and served in accordance with Section 414(p) of the Internal Revenue Code. Plan Termination 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 Trustees will continue to administer the Trusts. In the event of the termination of the Trusts 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. SUMMARY OF ACCOUNTING POLICIES Basis of Accounting The Plan operates on a fiscal year ending December 30. The Plan's financial statements have been prepared on the accrual basis of accounting. Purchases and sales of securities are recorded on a trade date basis. Distributions to participants are recorded when the request for payment meeting the provisions of the Plan is received. Employer contributions represent qualifying compensation withheld from the participants by Kodak for contribution to the Plan. 9 Investment Valuation The Group Annuity Contracts included in the Fixed Income Fund are valued at cost plus interest reinvested. American Institute of Certified Public Accountant's (AICPA's) Statement of Position (SOP) 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans", which becomes effective for the plan year ended December 30, 1995, requires that guaranteed investment contracts be valued at cost plus interest reinvested if they are fully benefit responsive, as defined by SOP 94-4. SIPCO believes that the group annuity contracts held by the Plan are fully benefit responsive and therefore that the provisions of SOP 94-4 will not require a change in the accounting for group annuity contracts held by the Plan. 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 active market quotations at national exchanges, if available, at December 30, or, if not available, upon amounts believed by SIPCO to be realizable at that time. INVESTMENTS All contributions are paid to the Plan Trustees. No bond is furnished by the Trustees in connection with the custody of security investments or other assets of the Plan. The Trustees are authorized to keep any portion of any of the foregoing funds in cash or liquid investments as they may deem advisable. All dividends, interest or gains derived from investments in each Fund are reinvested in the respective Fund by the Trustees. Funds at Boston Safe Deposit and Trust Company (Boston Safe) The Kodak Stock Fund consists primarily of Kodak stock. Purchases of Kodak stock are made throughout the year in a systematic manner. When Kodak spun-off its worldwide chemical business on December 31, 1993, shareowners received one share of ECC for every four Kodak shares owned. In 1994, 1,279,321 shares of ECC stock were sold at an average price of $46.10 per share and the proceeds were used to acquire shares of Kodak stock. The Smaller Stock Fund 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 SIPCO. With respect to the Fixed Income Fund, the Plan's assets are invested primarily in contracts with insurance companies. Effective annual yields on these contracts ranged between 4.47% and 12.97% depending on the date of the contribution, transfer or rollover. The blending of earnings in the Fixed Income Fund produced an effective yield of approximately 8.5% in 1994 (9.3% in 1993 and 10.1% in 1992). 10 Funds at Boston Safe (Cont'd) The Balanced Mutual Fund is composed of a single mutual fund selected by SIPCO, the Fidelity Puritan Fund, which is a growth and income fund that seeks current income consistent with preservation of capital by investing in a diversified portfolio of common stocks, preferred stocks, and bonds, including lower-quality, high yield bonds. The Large Stock Index Fund invests in all 500 stocks that compose the Standard & Poor's 500 Index. The International Stock Fund invests in a large number of widely diversified stocks in more than 30 countries around the world. Funds at Fidelity The account balance of each ECC participant was invested in the following funds as designated by each participant. The Kodak Stock Fund continued to be available into 1994 and then was discontinued as an investment option available to ECC participants. The Eastman Stock Fund consists primarily of shares of Eastman Chemical Company common stock. The Fidelity Managed Income Portfolio is a fixed income fund consisting of investment contracts with one or more financial institutions that pay interest to the fund. The rate of interest paid to the fund will change from time to time as investment contracts mature and new contracts are purchased. Effective annual yields on these contracts ranged between 4.47% and 12.97% depending on the date of the contribution, transfer or rollover. The blending of earnings in the Fidelity Managed Income Portfolio produced an effective yield of approximately 8.97% in 1994. The Fidelity Fund seeks long-term capital growth and reasonable current income. It focuses investments on companies that the fund's manager believes are marked by solid balance sheets and good prospects for growth. Investments will be diversified among a variety of market sectors. The Fidelity Puritan Fund is a growth and income fund that seeks current income consistent with preservation of capital by investing in a diversified portfolio of common stocks, preferred stocks, and bonds, including lower-quality, high yield bonds. The Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing in stocks, and securities convertible into stocks, of domestic, multinational and foreign companies that the fund's manager believes offer potential for growth, which also leads to a correspondingly higher level of risk. The Fidelity Contrafund is a growth fund seeking long-term capital appreciation by investing in securities of companies believed by the fund's manager to be out of favor and undervalued. 11 The number of participants in each fund was as follows: December 30, ---------------------- 1994 1993 ---- ---- Boston Safe Funds: Kodak Stock Fund 25,250 25,195 Smaller Stock Fund 26,834 27,394 Fixed Income Fund 58,857 67,399 Balanced Mutual Fund 6,140 0 Large Stock Index Fund 3,938 0 International Stock Fund 5,716 0 December 30, ---------------------- 1994 ---- Fidelity Funds: Kodak Stock Fund 2,586 Eastman Stock Fund 2,567 Fidelity Managed Income Portfolio 10,325 Fidelity Fund 2,119 Fidelity Puritan Fund 2,888 Fidelity Magellan Fund 4,664 Fidelity Contrafund 2,291 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. LOANS TO PARTICIPANTS The Trustees make loans to participants in accordance with Plan provisions. The Plan's receivable for loans made during 1994 is recorded as an asset of a Loan Fund. The Plan's receivable for loans made prior to 1994 continues to be recorded as an asset of each of the funds from which the participants made the loan election. Loans made are accounted for as a transfer from the fund directed by the participant to the loan fund. The principal portion of loan repayments reduce the Loan Fund receivable. The principal and interest repaid are directed to funds to which the participant's current contributions are directed; the principal is accounted for as a transfer and the interest accounted for as income in the fund to which the participant's current contributions are directed. Loans cannot be made from the Fixed Income Fund. 12 LOANS TO PARTICIPANTS (Cont'd) Interest income earned on loans to participants for the fiscal years ended December 30 is: (in thousands) 1994 1993 1992 ------ ------ ------ Boston Safe Funds: Kodak Stock Fund $ 592 $ 793 $ 802 Smaller Stock Fund 944 1,114 863 Balanced Mutual Fund - - - Large Stock Index Fund - - - International Stock Fund - - - ------ ------ ------ Total $1,536 $1,907 $1,665 ====== ====== ====== 1994 ------ Fidelity Funds: Kodak Stock Fund $ 11 Eastman Stock Fund 13 Fidelity Fund 9 Fidelity Puritan Fund 16 Fidelity Magellan Fund 51 Fidelity Contrafund 18 ------ Total $ 118 ====== For purposes of Form 5500 the interest income shown above is included in interest from other loans. 13 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 ----------- ----------- -------------- ----------- 1994 Boston Safe Eastman Kodak Company common stock $19,846 $ 2,845 $ 22,691 $ 25,142 Fidelity Eastman Kodak Company common stock 1,172 3,359 4,531 16,828 Fidelity Eastman stock 829 2,043 2,872 26,521 Other securities 20,730 (16,499) 4,231 724,197 ------- -------- -------- -------- $42,577 $ (8,252) $ 34,325 $792,688 ======= ======== ======== ======== 1993 Eastman Kodak Company common stock $22,537 $ 78,627 $101,164 $ 97,295 Other securities 13,039 8,743 21,782 244,948 ------- -------- -------- -------- $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 ======= ======== ======== ======== 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. 14 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 Trustees. Kodak Smaller Fixed Balanced Large Stock International Stock Fund Stock Fund Income Fund Mutual Fund Index Fund Stock Fund ---------------- ---------------- ----------------- ---------------- ---------------- ---------------- Unit Unit Unit Unit Unit Unit Value Units Value Units Value Units Value Units Value Units Value Units ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- 1994 ---- January $13.1614 23,892 $17.5092 24,491 $11.9962 220,988 $10.0000 2,486 $10.0000 656 $10.0000 1,696 February 12.8902 23,857 17.3762 24,235 12.0620 218,291 9.9578 4,088 9.9858 1,186 9.9600 2,652 March 13.1532 23,957 16.7451 24,225 12.1353 219,121 9.6107 4,885 9.5378 1,587 9.5937 3,046 April 12.7038 24,583 16.9046 23,957 12.2135 217,556 9.7089 5,165 9.6417 1,750 9.8725 3,232 May 14.2177 24,264 16.8853 23,811 12.2969 217,333 9.7722 5,430 9.8061 1,887 9.8833 3,637 June 14.5874 24,425 16.5158 23,586 12.3827 217,050 9.6929 5,594 9.5626 2,037 9.7177 3,767 July 14.6618 24,794 17.0051 23,130 12.4725 216,857 9.9324 5,663 9.8681 2,105 10.0029 3,849 August 15.1800 24,902 17.6836 22,920 12.5628 216,300 10.2236 5,861 10.2698 2,185 10.3276 4,034 September 15.7718 23,896 17.4677 22,830 12.6508 217,032 10.0075 5,940 10.0253 2,314 10.0446 4,231 October 14.6868 25,141 17.6552 22,712 12.7422 214,944 10.1239 6,036 10.2448 2,447 10.2602 4,550 November 14.0218 26,744 16.9373 22,632 12.8314 212,291 9.8056 6,100 9.8789 2,574 9.7532 4,726 December 14.6890 26,409 17.1395 22,502 12.9232 212,737 9.8250 6,018 10.0300 2,623 9.6911 4,765 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 15 UNIT VALUES AND PARTICIPANT UNITS (Cont'd) (in thousands, except per unit data) Kodak Eastman Fidelity Managed Fidelity Fidelity Stock Fund Stock Fund Income Portfolio Fidelity Fund Puritan Fund Magellan Fund ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- Unit Unit Unit Unit Unit Unit Value Units Value Units Value Units Value Units Value Units Value Units ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- 1994 ---- January $ 9.84 2,611 $ 9.60 459 $1.00 261,294 $20.09 483 $16.45 1,193 $73.65 572 February 9.62 2,387 9.11 557 1.00 258,586 19.69 504 16.27 1,245 73.11 586 March 9.92 2,280 8.87 807 1.00 264,517 18.71 502 15.52 1,230 69.72 583 April 9.29 2,218 9.78 902 1.00 265,702 19.15 492 15.69 1,208 70.42 583 May 10.57 2,092 10.57 991 1.00 268,578 19.13 481 15.79 1,178 66.84 605 June 10.84 2,053 10.58 1,082 1.00 269,607 18.60 478 15.15 1,183 63.94 605 July 10.90 2,028 11.42 1,089 1.00 273,247 19.22 467 15.93 1,148 66.08 590 August 11.30 1,928 11.67 1,195 1.00 276,641 19.10 486 16.40 1,136 69.21 570 September 11.73 1,865 12.11 1,252 1.00 279,149 18.62 481 15.35 1,178 67.41 566 October 10.93 1,857 12.04 1,586 1.00 279,319 19.02 478 15.53 1,161 69.69 541 November 10.46 1,815 10.52 2,652 1.00 271,998 18.35 472 15.04 1,135 65.87 527 December 10.93 1,796 11.32 2,203 1.00 280,203 18.48 470 14.81 1,146 66.80 516 Fidelity Contrafund ---------------- Unit Value Units ----- ----- 1994 ---- January $31.81 473 February 31.36 520 March 30.12 522 April 30.49 528 May 30.32 519 June 29.13 519 July 29.74 511 August 30.98 502 September 30.57 493 October 31.44 484 November 30.01 467 December 30.28 466 16 SIGNIFICANT INVESTMENTS The following table represents investments having a value equal to or greater than 5% of net assets at December 30, 1994: (in thousands) Principal Fair or Maturity Interest Amount or Contract Investment Date Rate Shares Cost Value ---------- -------- -------- --------- ---- -------- Eastman Kodak Company common stock N/A N/A 8,435 $322,293 $402,780 John Hancock Life Ins. GAC #4481 3/1/1999 8.84% $303,707 303,707 303,707 John Hancock Life Ins. GAC #5702 10/3/2002 10.1% $216,807 216,807 216,807 -------- -------- TOTAL $842,807 $923,294 ======== ======== 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. The Plan Administrators of the Plan and EIP have requested tax determination letters from the Internal Revenue Service pursuant to the requirements of the Tax Reform Act of 1986, which the Plan Administrators expect to receive. Upon receiving such determination letters, the account balances of ECC participants will be transferred to EIP. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity Investments. Fidelity Management Trust Company is the trustee for ECC participants; therefore, these transactions constitute related party transactions. Fees paid by the Plan to Fidelity Investments for management services amounted to $29,000 for the year ended December 30, 1994. 17 COMMITMENTS Administrative expenses consist of fees for recordkeeping, trust, and investment management services provided to the Plan by various parties. The contracts under which these services are provided are long-term in nature, but can be cancelled by either party with advance notice. Such contracts contain both fixed- and activity-based variable fee structures. * * * * * 18 Schedule I EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- BOSTON SAFE FUNDS KODAK STOCK FUND Eastman Kodak Company Common Stock 8,031 $308,693 $383,491 ======== ======== Common/Collective Trust TBC Inc. Daily Liquidity Fund $ 497 $ 497 $ 497 ======== ======== SMALLER STOCK FUND Mutual Funds Acorn Fund Inc. 2,233 $ 23,320 $ 27,338 Babson Enterprises Fd Inc. 1,896 28,085 28,720 CMC Small Cap 624 35,889 30,382 FPA Paramount Fd Inc. 1,384 18,447 19,938 Lindner Dividend Fund Inc. 823 19,850 19,728 Lindner Fund Inc. 1,388 28,511 28,990 Montgomery Small Cap Fund 1,886 25,625 28,221 Mutual Qualified Income Fund 751 17,109 20,023 Sequoia Fund Inc. 516 26,118 28,681 -------- -------- Total $222,954 $232,021 ======== ======== Common Stocks ALC Communications Corp. New 21 $ 673 $ 657 AM Intl. Inc. New 20 181 180 AMR Corp. Del. 4 261 234 AMRE Corp. 40 154 191 AMSCO Intl. Inc. 28 280 256 Addington Res. Inc. 29 449 283 Albany Intl. Corp. CL A 12 232 231 Alco Std. Corp. 23 1,307 1,424 Alexander & Alexander Svcs. Inc. 12 249 222 Alexander & Baldwin Inc. 64 1,669 1,424 Alex Brown Inc. 37 1,044 1,133 Alpha Inds. Inc. 35 128 219 Aluminum Co. Amer. 3 190 217 Alza Corp. Com. 16 355 288 Amerada Hess Corp. 4 178 173 19 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) American Classic Voyages Co. 2 32 28 American Express Co. 50 1,333 1,475 American Greetings Corp. CL A 24 731 656 American Paging Inc. 10 73 70 American Stores Co. New 43 911 1,150 Apache Corp. 13 317 315 Applebees Intl. Inc. 2 39 31 Applied Extrusion Technologies Inc. 8 54 89 Arrow Electrs. Inc. 2 58 58 Au Bon Pain Inc. CL A 8 155 128 Autoclave Engineers Inc. 10 88 85 Autotote Corp. CL A 9 198 100 BBC AG Brown, Boveri & Cie SER A SZF100 224 258 Baldwin Technology Inc. CL A 53 275 289 Barnes & Noble Inc. Com. 31 658 956 Bay View Cap. Corp. Del. 12 244 228 Beacon Pptys. Corp. 8 142 158 Bear Stearns Cos. Inc. 57 945 876 Bemis Inc. 11 249 274 Bergesen Dy As'B'Non V NWKR2.5 2 41 44 Bindley Westn. Inds. Inc. 22 286 341 Bio. Rad. Labs Inc. CL A 1 19 39 Block Drug Inc. CL A 7 235 277 Block H & R Inc. 4 176 145 Body Shop International Ord. 5P 61 228 185 Boston Acoustics Inc. 65 1,097 1,181 Brascan LTD Ord. CL A Conv. 7 88 96 Bridgeport Machs. Inc. Com. 18 177 179 Brierley Invest. LTD Ord. NZ .50 197 155 143 Broadway Stores Inc. 8 94 60 Broken Hill Prop. Ord. A$1 16 200 238 Brush Wellman Inc. 6 92 104 Burlington Coat Factory Whse. Corp. 16 228 190 Burr Brown 25 179 343 CBI Inds. Inc. 5 124 136 CKE Restaurants Inc. 35 295 240 CML Group Inc. 27 345 276 20 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) CUC Int'l. Inc. 23 756 775 Cabot Oil & Gas Corp. CL A 9 201 133 Cadence Design Sys. Inc. 4 51 83 Caesars World Inc. 4 179 240 Cambrex Corp. 11 236 286 Camco Intl. Inc. Com. 34 597 647 Canadian PAC LTD Ord. PAR $5.00 8 133 119 Carnival Corp. CL A 36 847 761 Catellus Dev. Corp. 46 345 271 Catherines Stores Corp. 3 46 24 Cellular Communications Inc. New Red Com. SER A 12 611 642 Cellular Communications P R Inc. 1 25 40 Centex Corp. 25 856 573 Central Garden & Pet Co. 107 626 441 Century Tel. Enterprises Inc. 31 835 917 Charter Pwr. Sys. Inc. 12 129 226 Cheyenne Software Inc. 4 30 59 Chiron Corp. 7 465 563 Chrysler Corp. 4 227 206 Circuit City Stores Inc. 7 140 162 Circus Circus Enterprises Inc. 9 336 206 Citicorp 4 175 178 Claires Stores Inc. 36 402 427 Clothestime Inc. 36 169 128 Coast Svgs. Finl. Inc. 20 283 293 Colgate Palmolive Co. 4 239 234 Colonial Group Inc. CL A 16 426 510 Commnet Cellular Inc. 5 101 157 Community Psychiatric Ctrs. 4 62 41 Computervision Corp. New 53 212 203 Concurrent Computer Corp. New New 93 161 133 Cone MLS Corp. N C 42 629 495 Conrail Inc. 3 174 146 Control Data Sys. Inc. 36 333 246 Cooper Tire & Rubr. Co. 26 667 621 Coram Healthcare Corp. 1 21 21 Crown Books Corp. 10 178 155 21 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) Dana Corp. 4 94 82 Daniel Inds. Inc. 24 283 317 Danka Business Sys. PLC Sponsor ADR 48 1,011 1,047 Data Gen. Corp. 29 219 289 Data I. O. Corp. 30 96 165 Deere & Co. 1 92 80 Delta Woodside Inds. Inc. New 15 177 173 Dentsply Intl. Inc. New Com. 3 102 104 Deutsche Bank AG DM50(VAR) 1 281 279 Dexter Corp. 12 278 259 Dillard Dept. Stores Inc. CL A 18 659 490 Dime Bancorp Inc. 16 133 124 Discount Auto Pts. Inc. 5 94 85 Dixie Yarns Inc. 30 289 208 Dr. Pepper/Seven Up Cos. Inc. New 18 426 456 Dress Barn Inc. 17 216 183 Drew Inds. Inc. Com. New 20 185 168 Duracell Intl. Inc. 1 58 61 Duracraft Corp. 1 44 38 ECI Telecom LTD 18 362 248 Edison Bros. Stores Inc. 14 406 259 Egghead Inc. 25 233 289 Elan PLC ADR 2 85 82 Electronics for Imaging Inc. 2 39 47 Engle Homes Inc. 1 8 8 Enhance Finl. Svcs. Group Inc. 14 267 240 Equity Residential Pptys. TR SH BEN INT 5 142 135 Evans & Sutherland Computer 16 279 212 Failure Group Inc. 30 152 128 Federal Express Corp. 20 1,208 1,205 Federal Home LN Mtg. Corp. Common 19 1,128 970 Federal Natl. Mtg. Assn. 13 1,066 947 Ferro Corp. 12 353 296 Filenes Basement Corp. 8 72 35 Filtertek Inc. New 18 166 194 First Cent. Finl. Corp. 9 65 60 First Finl. Mgmt. Corp. 6 330 345 22 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) Fiserv Inc. 38 752 819 Fleet Finl. Group Inc. New 12 392 382 Fluke Corp. 10 270 303 Foster L. B. Co. CL A 43 159 140 Four Seasons Hotels Inc. Sub. Vtg. Sh. 7 71 81 Franklin Quest Co. 1 40 33 Fruit of the Loom Inc. CL A 27 691 718 Furon Co. 10 177 222 Gelman Sciences Inc. 13 136 190 General Host Corp. 48 289 223 Gerber Scientific Inc. 18 230 228 Gibson Greetings Inc. 16 288 233 Global Marine Inc. New 89 372 324 Global Nat. Res. Inc. 19 157 158 Golden West Finl. Corp. Del. 48 1,938 1,688 Graham-Field Health Prods. Inc. 40 192 149 Great Lakes Chem. Corp. 2 128 103 Greenman Bros. Inc. 10 66 54 Grossmans Inc. 67 250 168 Grow Group Inc. 8 103 112 Guinness Ord. Stk. 25P 19 145 130 Gundle Enviromental Sys. Inc. 47 322 226 Hamburger Hamlet Restaurants Inc. 20 113 90 Handy & Harman 15 205 231 Harcourt Gen. Inc. 32 1,045 1,117 Harper Group Inc. 18 275 276 Hasbro Inc. 26 728 746 Healthdyne Inc. 25 175 200 Healthsouth Corp. 1 42 51 Heidemij N. V. 28 334 244 Heritage Media Corp. CL A New 23 450 621 Hogan Sys. Inc. 29 210 186 Home Depot Inc. 4 153 161 Home St. Hldgs. Inc. Com. 70 1,203 1,042 Horsham Corp. Sub. Vtg. 115 1,589 1,466 Hospitality Franchise Sys. Inc. 43 1,184 1,137 Host Marriott Corp. Com. 20 191 188 23 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) Houghton Mifflin Co. 14 551 613 Hovnanian Enterprises Inc. CL A 4 36 19 Huffy Corp. 13 221 188 IHOP Corp. New 4 97 98 IMO Inds. Inc. 26 209 320 Intel Corp. 6 374 351 International Cabletel Inc. 5 100 136 Inter Regl. Finl. Group Inc. 26 574 585 Intertan Inc. 40 284 325 Itel Corp. New 7 184 232 JB S Restaurants Inc. 40 271 182 John Nuveen Co. CL A 44 1,033 1,013 Johnstown Amer. Inds. Inc. 5 90 75 Jones Apparel Group Inc. 29 880 747 Jones Intercable Inc. CL A 10 136 116 Jostens Inc. 15 265 281 Kaman Corp. CL A 24 221 263 Kaneb Svcs. Inc. 79 263 168 Kaufman & Broad Home Corp. 11 202 138 Knight Ridder Inc. 26 1,508 1,313 Kulicke & Soffa Inds. Inc. 4 54 88 Kysor Indl. Corp. Del. 13 222 288 LCI International Inc. 24 456 650 LDI Corp. 40 258 156 La Quinta Inns Inc. 8 141 164 Lafarge Corp. 10 244 183 Lamson & Sessions Co. 39 270 234 Learonal Inc. 16 248 294 Lehman Brothers Hldgs. Inc. 10 177 148 Lennar Corp. 53 1,210 825 Leslie Bldg. Prods. Inc. 22 27 36 Leslies Poolmart 69 773 912 Lifeline Sys. Inc. 7 43 41 Life Re. Corp. 17 268 296 Lillian Vernon Corp. 25 469 380 Limited Inc. 9 182 163 Little Switz Inc. 32 238 168 Liz Claiborne Inc. 13 263 213 24 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) Lone Star Technologies Inc. 3 23 22 Lotus Dev. Corp. 10 367 426 Lowes Cos. Inc. 2 66 70 Lufkin Inds. Inc. 19 325 351 MBNA Corp. 9 180 201 MGIC Invt. Corp. WIS 24 722 808 Mac Frugals Bargains Close Outs Inc. 42 667 836 Macneal Schwendler Corp. 21 252 218 Magna Intl. Class A 1 41 42 Magnetek Inc. 37 617 505 Marcam Corp. 18 156 177 Marriott Intl. Inc. 22 645 630 Martin Marietta Matls. Inc. 30 702 534 Mascotech Inc. 2 23 23 Matrix Svc. Co. 39 331 229 Mattel Inc. 21 481 530 Maxus Energy Corp. 11 53 37 McClatchy Newspapers Inc. CL A 12 272 258 Measurex Corp. 15 290 343 Media Gen. Inc. CL A 9 205 255 Meditrust Sh. Ben. Int. 9 262 272 Medtronic Inc. 9 373 489 Mellon Bk. Corp. 59 2,120 1,797 Mesa Airls. Inc. 3 24 24 Mesa Inc. 14 95 70 Meyer Fred Inc. Del. 2 75 58 Michael Anthony Jewelers Inc. 76 460 513 Michaels Stores Inc. 17 581 601 Microsoft Corp. 2 78 116 Miller Herman Inc. 9 219 236 Minerais Technologies Inc. 41 1,160 1,202 Mirage Resorts Inc. 7 144 137 Multimedia Inc. New 56 1,545 1,596 NIPSCO Inds. Inc. 4 106 104 NS Group Inc. 27 175 112 Nashua Corp. 11 298 217 National Auto CR Inc. 11 142 128 25 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) National Ed Corp. 5 20 19 National Gaming Corp. Com. 1 18 12 Natures Sunshine Prods. Inc. 27 351 364 Newell Co. 14 297 296 Nike Inc. CL B 1 52 75 Noble Affiliates Inc. 4 92 87 Noranda Inc. 16 294 295 Northern TR Corp. 5 206 175 Novacare Inc. 33 297 241 Nucor Corp. 2 100 94 Oakwood Homes Corp. 6 151 141 Oceaneering Intl. Inc. 21 272 210 Offshore Logistics Inc. 7 101 91 Omnicare Inc. 2 67 74 Oneida LTD 14 188 182 Optical Coating Lab Inc. 30 212 184 Outboard Marine Corp. 14 277 275 Overseas Shipholding Grp. Inc. 5 119 113 Owens & Minor Inc. New 9 150 131 Paine Webber Group Inc. 88 1,531 1,320 Pall Corp. 9 164 174 Parametric Technology Corp. 4 149 152 Pec Israel Economic Corp. 8 236 231 Peoples Choice TV Corp. 4 142 69 Peoples Heritage Finl. Group Inc. 17 180 198 Perini Corp. 15 158 138 Petrie Stores Corp. 9 236 195 Petroleum Geo-Svcs. A/S Sponsored ADR 32 432 603 Pfizer Inc. 1 74 100 Pier 1 Imports Inc. 20 183 185 Pinkertons Inc. New 15 254 298 Pittston Minerals Group 1 22 26 Players Intl. Inc. 2 48 52 Portec Inc. 18 208 224 President Riverboat Casinos 12 145 107 Pride Pete Svcs. Inc. 30 150 150 Primesource Corp. 13 167 119 26 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) Production Operators Corp. 4 111 104 Progressive Corp. Ohio 18 612 612 Promus Cos. Inc. 8 352 247 Pulse Engr. Inc. 15 118 73 Quaker Oats Co. 40 1,253 1,230 Quaker St. Corp. 9 121 122 Quick & Reilly Group Inc. 29 741 823 Ralcorp Hldgs. Inc. 12 178 260 Ralston Purina Co-Ralston Purina Group 45 1,703 2,008 Reebok Intl. LTD 23 777 924 Renaissance Energy LTD 16 331 313 Reynolds Metals Co. 13 648 642 Rhodes Inc. New 3 30 33 Richardson Electrs. LTD 30 140 233 Robbins & Myers Inc. 13 230 230 Rogers Communications Inc. CL B 41 639 548 Rohr Inc. 26 275 270 Rowan Cos. Inc. 36 262 224 Russ Berrie & Co. Inc. 71 1,024 971 Rykoff S. E. & Co. 18 366 357 SPS Technologies Inc. 11 254 277 Safety Kleen Corp. 48 659 701 Salant Corp. 14 115 83 Salomon Inc. 2 79 64 Santa Fe Energy Res. 20 183 160 Scherer R. P. Corp. Del. 15 605 699 Schering Plough Corp. 4 212 259 Schlumberger LTD 4 205 181 Scholastic Corp. 18 693 918 Schulman A. Inc. 14 366 380 Sci. Med. Life Sys. Inc. 3 76 126 Scotts Co. CL A 31 555 495 Sea Containers LTD CL A 17 255 225 Securicor Grp. A Ord. N-Conv. 25P 13 184 201 Semi Tech. Corp. 2nd Insmt. Rcpt. 4 28 16 Sensormatic Electrs. Corp. 29 971 1,040 Service Merchandise Inc. 150 1,225 712 27 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) Silicon Valley Bancshares 25 237 338 Singer Co. N. V. 9 318 276 Software Pubg. Corp. 32 200 145 Solectron Corp. 2 64 58 Southwest Airls. Co. 8 238 134 Spelling Entmt. Group Inc. 18 158 188 Stanhome Inc. Vtg. 28 985 889 State Str. Boston Corp. 6 225 177 Stewart & Stevenson Svcs. Inc. 1 71 48 Stewart Enterprises Inc. CL A 16 385 394 Stop & Shop Cos. Inc. New 7 182 181 Sungard Data Sys. Inc. 14 15 Sunshine Mining & Refining Co. 8 15 13 Sun Television & Appliances In. 6 81 50 Supercuts Inc. 5 81 45 Sybron Chem. Inc. 14 295 217 TCA Cable TV Inc. 35 908 759 TIG Hldgs. Inc. 30 620 553 TJX Cos. Inc. New 21 493 323 Tandem Computers Inc. 11 127 192 Technology Solutions Co. 18 131 136 Tele Communications Inc. New A 21 465 455 Telephone & Data Sys. Inc. 31 1,336 1,425 Television Broadcast Ord. $0.05 13 49 52 Telxon Corp. 19 230 260 Teradyne Inc. 4 120 146 Teva Pharmaceutical Inds. LTD ADR 4 126 106 Texas Instrs. Inc. 3 243 225 Times Mirror Co. Ser. A 2 71 69 Tokheim Corp. 18 146 166 Tokos Med. Corp. Del. 3 22 21 Toll Bros. Inc. 17 243 168 Trans World Entmt. Corp. 16 207 125 Trimas Corp. 34 778 686 Tyco Intl. LTD 16 834 765 USLICO Corp. 18 296 354 Unifi Inc. 37 915 941 Union Tex. Pete Hldgs. Inc. 5 102 110 28 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common Stocks (Cont'd) United Asset Mgt. Corp. 8 293 295 United States Cellular Corp. 3 82 95 U. S. Healthcare Inc. 8 356 346 Univar Corp. 28 314 378 Universal Corp. VA 6 116 117 Ust Inc. 13 397 362 VWR Corp. 20 214 170 Valassis Communications Inc. 9 121 140 Valuevision Intl. Inc. CL A 14 91 65 Varco Intl. Inc. 6 36 39 Varsity Spirit Corp. 15 234 268 Viacom Inc. Class A 1 43 44 Viacom Inc. Variable Com. Rt. 8 11 9 Viacom Inc. Class B 10 337 423 Vicorp Restaurants Inc. 15 264 266 Viking Office Prods. Inc. 4 110 107 Vivra Inc. 4 95 109 WMX Technologies Inc. 60 1,476 1,568 Waban Inc. 5 93 96 Wal Mart Stores Inc. 10 265 204 Wang Labs Inc. New 11 128 114 Warnaco Group Inc. CL A 63 891 1,080 Webb Del. Corp. 5 74 88 Western Pubg. Group Inc. 21 228 200 Weston Roy F. Inc. New Ser. A 34 273 196 Wet Seal Inc. CL A 30 117 131 Whirlpool Corp. 4 272 211 Whitman Corp. 95 1,480 1,639 Wyman Gordon Co. 32 192 199 Zenith Electrs. Corp. 17 159 198 Zero Corp. 18 236 245 -------- -------- Total $128,846 $126,020 ======== ======== 29 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- SMALLER STOCK FUND (Cont'd) Common/Collective Trusts Dynamic Equity Fund 43 $ 10,000 $ 10,757 TBC Inc. Daily Liquidity Fund $10,164 10,164 10,164 -------- -------- Total $ 20,164 $20,921 ======== ======== Short-Term Interest Fund 3 $ 3 $ 3 ======= ======= Corporate Debt Instruments $ 60 $ 60 $ 41 ======= ======= Maturity Interest Contract Description Dates Rates Value ----------- -------- -------- -------- FIXED INCOME FUND Group Annuity Contracts Aetna Life Insurance Co. 01/03/01-04/01/03 6.72%- 9.25% $ 679,874 Continental Assurance Co. 06/01/95-03/01/01 8.86%-10.17% 252,334 John Hancock Mutual Life Insurance Co. 01/03/95-10/03/02 8.84%-12.97% 916,216 Metropolitan Life Insurance Co. 12/29/95 4.47% 55,558 New England Mutual Life Insurance Co. 01/02/96 9.00% 32,529 New York Life Insurance Co. 12/31/04-10/01/07 8.15%- 8.39% 43,208 Provident National Assurance Co. 09/01/95-12/01/00 8.40%-10.34% 117,843 The Prudential Life Insurance Co. of America 03/02/98-01/02/06 7.75%- 9.21% 510,565 The First National Bank of Boston 10/02/95 9.09% 75,242 Mitsubishi Bank Limited 07/02/98 9.39% 66,047 ---------- Total $2,749,416 ========== 30 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- BALANCED MUTUAL FUND Fidelity Puritan Fund 4,070 $65,113 $60,270 ======= ======= LARGE STOCK INDEX FUND Common/Collective Trust WFB Equity Index Fund 1,980 $25,587 $25,997 ======= ======= INTERNATIONAL STOCK FUND Common/Collective Trusts Russell Frank Invt. Co. Int'l. Fd. 2,714 $43,796 $41,624 Russell Frank Invt. Co. Emerging Mkts. Fd. 368 5,070 4,507 ------- ------- Total $48,866 $46,131 ======= ======= 31 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- FIDELITY FUNDS KODAK STOCK FUND Eastman Kodak Company Common Stock 404 $13,600 $19,289 ======= ======= Short-Term Interest Fund $177 $ 177 $ 177 ======= ======= EASTMAN STOCK FUND Eastman Common Stock 482 $22,691 $24,319 ======= ======= Maturity Interest Contract Description Dates Rates Value ----------- -------- -------- -------- *FIDELITY MANAGED INCOME PORTFOLIO (FIXED INCOME FUND) Group Annuity Contracts Aetna Life Insurance Co. 01/03/01-04/01/03 6.72%- 9.25% $ 66,233 Bank of Boston 10/01/95 9.09% 8,500 Continental Assurance Co. 04/03/95-03/01/01 8.86%-10.17% 28,514 John Hancock Mutual Life Insurance Co. 01/03/95-10/03/01 8.84%-12.97% 104,027 Metropolitan Life Insurance Co. 12/29/95 4.47% 6,228 Mitsubishi Bank Limited 07/02/98 9.39% 7,457 New England Mutual Life Insurance Co. 01/02/96 9.00% 3,674 Provident National Assurance Co. 09/01/95-12/01/00 8.40%-10.34% 12,771 The Prudential Life Insurance Co. of America 06/30/95-03/01/98 6.01%- 9.21% 29,267 Peoples Security 09/30/96 6.94% 5,772 -------- Total $272,443 ======== *Investment held by Related Party. 32 Schedule I (Cont'd) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN SCHEDULE OF INVESTMENTS December 30, 1994 (in thousands) Principal Amount or Fair Description Shares Cost Values ----------- --------- ---- -------- *FIDELITY MANAGED INCOME PORTFOLIO (FIXED INCOME FUND) (Cont'd) Short-Term Interest Fund $ 7,776 $ 7,776 $ 7,776 ======== ======== *FIDELITY FUND Fidelity Fund 470 $ 9,350 $ 8,677 ======== ======== *FIDELITY PURITAN FUND Puritan Fund 1,146 $ 18,699 $ 16,968 ======== ======== *FIDELITY MAGELLAN FUND Magellan Fund 516 $ 36,827 $ 34,493 ======== ======== *FIDELITY CONTRAFUND Contrafund 466 $ 14,722 $ 14,123 ======== ======== *Investment held by Related Party. 33 EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN Schedule II ALLOCATION OF NET ASSETS TO INVESTMENT FUNDS December 30, 1994 (in thousands) Kodak Smaller Fixed Balanced Large Stock International Stock Fund Stock Fund Income Fund Mutual Fund Index Fund Stock Fund ------------ ------------ ------------- ------------- ------------- --------------- ASSETS Investments at Fair Value: Eastman Kodak Company common stock $383,491 Other common stocks $126,020 Mutual funds 232,021 $60,270 Interest in common or collective trusts (pooled) funds 497 20,921 $25,997 $46,131 Short-term interest fund 3 Corporate debt instruments 41 Investments at Contract Value: Group annuity contracts $2,749,416 Loans to participants 6,215 10,019 293 12 7 19 Employer contributions receivable 248 671 2,304 144 76 105 Dividends/Interest receivable 3,024 245 1 1 Receivables for securities sold 866 Cash 37 -------- -------- ---------- ------- ------- ------- Total assets 393,475 390,844 2,752,013 60,426 26,081 46,256 -------- -------- ---------- ------- ------- ------- LIABILITIES Pending loans to participants 207 224 311 15 2 5 Distributions payable to participants 1,771 667 9,260 84 5 54 Distribution payable to successor plans 4,920 10,412 34,877 1,910 933 948 Payable for securities purchased 634 Accrued expenses 26 358 1,338 5 6 101 Transfers among funds 3,545 3,277 (7,670) 1,185 (245) (92) -------- -------- ---------- ------- ------- ------- Total liabilities/transfers 10,469 15,572 38,116 3,199 701 1,016 -------- -------- ---------- ------- ------- ------- Net assets $383,006 $375,272 $2,713,897 $57,227 $25,380 $45,240 ======== ======== ========== ======= ======= ======= 34 EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN Schedule II (Cont'd) ALLOCATION OF NET ASSETS TO INVESTMENT FUNDS December 30, 1994 (in thousands) Sub-total Loan Boston Kodak Eastman Fidelity Managed Fidelity Fund Safe Funds Stock Fund Stock Fund Income Portfolio Fund ------------ ------------- ------------ ------------ ---------------- ---------- ASSETS Investments at Fair Value: Eastman Kodak Company common stock $ 383,491 $19,289 Eastman stock $24,319 Other common stocks 126,020 Mutual funds 292,291 $8,677 Interest in common or collective trusts (pooled) funds 93,546 Short-term interest fund 3 177 $ 7,776 Corporate debt instruments 41 Investments at Contract Value: Group annuity contracts 2,749,416 272,443 Loans to participants $28,140 44,705 Employer contributions receivable 3,548 Dividends/Interest receivable 3,271 182 440 Receivables for securities sold 866 43 189 Cash 37 ------- ---------- ------- ------- -------- ------ Total assets 28,140 3,697,235 19,691 24,948 280,219 8,677 ------- ---------- ------- ------- -------- ------ LIABILITIES Pending loans to participants (764) 0 Distributions payable to participants 65 11,906 Distribution payable to successor plans 722 54,722 19,629 24,943 280,202 8,677 Payable for securities purchased 634 62 Accrued expenses 17 1,851 5 17 Transfers among funds 0 ------- ---------- ------- ------- -------- ------ Total liabilities/transfers 40 69,113 19,691 24,948 280,219 8,677 ------- ---------- ------- ------- -------- ------ Net assets $28,100 $3,628,122 $ 0 $ 0 $ 0 $ 0 ======= ========== ======= ======= ======== ====== 35 EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN Schedule II (Cont'd) ALLOCATION OF NET ASSETS TO INVESTMENT FUNDS December 30, 1994 (in thousands) Fidelity Fidelity Sub-total Puritan Magellan Fidelity Loan Fidelity TOTAL Fund Fund Contrafund Fund Investments ALL FUNDS ------------ ------------ ------------- ------------- ------------- --------------- ASSETS Investments at Fair Value: Eastman Kodak Company common stock $ 19,289 $ 402,780 Eastman stock 24,319 24,319 Other common stocks 126,020 Mutual funds $16,968 $34,493 $14,123 74,261 366,552 Interest in common or collective trusts (pooled) funds 93,546 Short-term interest fund 7,953 7,956 Corporate debt instruments 41 Investments at Contract Value: Group annuity contracts 272,443 3,021,859 Loans to participants $6,216 6,216 50,921 Employer contributions receivable 3,548 Dividends/Interest receivable 622 3,893 Receivables for securities sold 232 1,098 Cash 37 ------- ------- ------- ------ -------- ---------- Total assets 16,968 34,493 14,123 6,216 405,335 4,102,570 ------- ------- ------- ------ -------- ---------- LIABILITIES Pending loans to participants 0 Distributions payable to participants 11,906 Distribution payable to successor plans 16,968 34,493 14,123 6,216 405,251 459,973 Payable for securities purchased 62 696 Accrued expenses 22 1,873 Transfers among funds 0 ------- ------- ------- ------ -------- ---------- Total liabilities/transfers 16,968 34,493 14,123 6,216 405,335 474,448 ------- ------- ------- ------ -------- ---------- Net assets $ 0 $ 0 $ 0 $ 0 $ 0 $3,628,122 ======= ======= ======= ====== ======== ========== 36 Schedule II (Cont'd) 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 ======== ======== ==== ========== 37 Schedule III EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN ALLOCATION OF CHANGES IN NET ASSETS TO INVESTMENT FUNDS For the year ended December 30, 1994 (in thousands) Kodak Smaller Fixed Balanced Large Stock International Stock Fund Stock Fund Income Fund Mutual Fund Index Fund Stock Fund ------------ ------------ ------------- ------------- ------------- --------------- ADDITIONS TO NET ASSETS: Dividends on Eastman Kodak Company common stock $ 11,392 Other dividends $ 8,059 $ 1,795 $ 14 $ 59 Interest 781 1,736 $ 230,983 25 16 36 Income from common or collective trusts (pooled) funds 5,366 Net realized and unrealized gains (losses) from investments 22,691 21,966 (8,910) (2,301) 398 (1,025) Employer contributions 9,039 30,844 99,184 4,426 1,885 2,956 Transfers among funds 51,115 (50,820) (126,481) 56,597 24,419 45,170 Transfers between plan trusts (35,183) (38,561) (305,007) -------- -------- ---------- ------- ------- ------- Total Additions 59,835 (26,776) (104,865) 60,542 26,732 47,196 -------- -------- ---------- ------- ------- ------- DEDUCTIONS FROM NET ASSETS: Distributions to participants (14,919) (13,172) (115,659) (1,018) (227) (456) Distribution to successor plans (4,920) (10,412) (34,877) (1,910) (933) (948) Loans transfers, net (7,038) (8,850) (12,463) (347) (164) (222) Administrative expenses (287) (1,736) (3,457) (40) (28) (330) -------- -------- ---------- ------- ------- ------- Total Deductions 27,164 34,170 166,456 3,315 1,352 1,956 -------- -------- ---------- ------- ------- ------- Increase (Decrease) in net assets 32,671 (60,946) (271,321) 57,227 25,380 45,240 Net assets at beginning of year 350,335 436,218 2,985,218 0 0 0 -------- -------- ---------- ------- ------- ------- Net assets at end of year $383,006 $375,272 $2,713,897 $57,227 $25,380 $45,240 ======== ======== ========== ======= ======= ======= 38 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, 1994 (in thousands) Sub-total Loan Boston Kodak Eastman Fidelity Managed Fidelity Fund Safe Funds Stock Fund Stock Fund Income Portfolio Fund ------------ ------------- ------------ ------------ ---------------- ----------- ADDITIONS TO NET ASSETS: Dividends on Eastman Kodak Company common stock $ 11,392 $ 689 Dividends on Eastman stock $ 490 Other dividends 9,927 Interest 233,577 64 30 $ 23,561 $ 602 Income from common or collective trusts (pooled) funds 5,366 Net realized and unrealized gains (losses) from investments 32,819 4,531 2,872 4 (784) Employer contributions 148,334 107 2,632 224 Transfers among funds 0 (8,744) 15,659 (46,217) 8,687 Transfers between plan trusts (378,751) 23,736 5,993 309,161 ------- ---------- ------- ------- -------- ------ Total Additions $ 0 62,664 20,276 25,151 289,141 8,729 ------- ---------- ------- ------- -------- ------ DEDUCTIONS FROM NET ASSETS: Distributions to participants (262) (145,713) (242) (43) (7,233) (42) Distribution to successor plans (722) (54,722) (19,629) (24,943) (280,202) (8,677) Loans transfers, net 29,084 0 (397) (163) (1,697) (9) Administrative expenses (5,878) (8) (2) (9) (1) ------- ---------- ------- ------- -------- ------ Total Deductions (28,100) 206,313 20,276 25,151 289,141 8,729 ------- ---------- ------- ------- -------- ------ Increase (Decrease) in net assets 28,100 (143,649) 0 0 0 0 Net assets at beginning of year 0 3,771,771 0 0 0 0 ------- ---------- ------- ------- -------- ------ Net assets at end of year $28,100 $3,628,122 $ 0 $ 0 $ 0 $ 0 ======= ========== ======= ======= ======== ====== 39 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, 1994 (in thousands) Fidelity Fidelity Sub-total Puritan Magellan Fidelity Loan Fidelity TOTAL Fund Fund Contrafund Fund Investments ALL FUNDS ----------- ------------ ------------- ------------- ------------- --------------- ADDITIONS TO NET ASSETS: Dividends on Eastman Kodak Company common stock $ 689 $ 12,081 Dividends on Eastman stock 490 490 Other dividends $ 1,428 $ 1,621 $ 97 3,146 13,073 Interest 16 51 18 24,342 257,919 Income from common or collective trusts (pooled) funds 5,366 Net realized and unrealized gains (losses) from investments (1,958) (2,346) (813) 1,506 34,325 Employer contributions 416 691 398 4,468 152,802 Transfers among funds 17,319 (1,192) 14,488 0 0 Transfers between plan trusts 36,351 $3,510 378,751 0 ------- ------- ------- ------ -------- ---------- Total Additions 17,221 35,176 14,188 3,510 413,392 476,056 ------- ------- ------- ------ -------- ---------- DEDUCTIONS FROM NET ASSETS: Distributions to participants (165) (321) (33) (33) (8,112) (153,825) Distribution to successor plans (16,968) (34,493) (14,123) (6,216) (405,251) (459,973) Loans transfers, net (88) (356) (29) 2,739 0 0 Administrative expenses (6) (3) (29) (5,907) ------- ------- ------- ------ -------- ---------- Total Deductions 17,221 35,176 14,188 3,510 413,392 619,705 ------- ------- ------- ------ -------- ---------- Increase (Decrease) in net assets 0 0 0 0 0 (143,649) Net assets at beginning of year 0 0 0 0 0 3,771,771 ------- ------- ------- ------ -------- ---------- Net assets at end of year $ 0 $ 0 $ 0 $ 0 $ 0 $3,628,122 ======= ======= ======= ====== ======== ========== 40 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, 1993 (in thousands) U.S. Fixed Kodak Diversified Government Income Stock Fund Securities Fund (Fund A) (Fund B) (Fund C) (Fund D) ------ ------ ------ ------ ADDITIONS TO NET ASSETS: 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 Net realized and unrealized gains (losses) from investments 101,164 21,788 1 (7) Employer contributions 9,218 32,106 133,818 Transfers among funds (43,783) 54,409 (162) (10,464) -------- -------- ---- ---------- Total Additions 78,852 115,360 (157) 381,452 -------- -------- ---- ---------- DEDUCTIONS FROM NET ASSETS: Distributions to participants (10,900) (9,837) (97,583) Administrative expenses (56) (431) (1) (1,627) -------- -------- ---- ---------- Total Deductions 10,956 10,268 1 99,210 -------- -------- ---- ---------- 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 ======== ======== ==== ========== 41 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) ------ ------ ------ ------ ADDITIONS TO NET ASSETS: Dividends on Eastman Kodak Company common stock $ 13,057 Other dividends $ 4,196 Interest 901 963 $ 10 $ 245,928 Net realized and unrealized gains (losses) from investments (44,636) 27,666 Employer contributions 8,430 21,076 127,529 Transfers among funds 15,447 49,215 (21) (64,641) -------- -------- ---- ---------- Total Additions (6,801) 103,116 (11) 308,816 -------- -------- ---- ---------- DEDUCTIONS FROM NET ASSETS: Distributions to participants (10,662) (7,662) (11) (85,221) -------- -------- ---- ---------- Total Deductions 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 ======== ======== ==== ========== 42 <AUDIT-REPORT> 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 28, 1995 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 LLP New York, New York April 28, 1995 </AUDIT-REPORT> 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, 1994 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, 1994 and 1993 (c) Statement of Changes in Net Assets 5 - 7 Available for Plan Benefits - Year ended December 30, 1994 and 1993 (d) Notes to Financial Statements 8 - 16 (II) Signatures 17 (III) Exhibit (a) Consent of Independent Accountants 18 3 <AUDIT REPORT> 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 with fund information 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, 1994, 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, 1993 and the related statement of changes in net assets available for plan benefits with fund information for the year then ended (not presented herein) and in our report dated April 1, 1994 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, 1993 and the condensed statement of changes in net assets available for plan benefits for the year ended December 30, 1993, when read in conjunction with the financial statements from which it has been derived, is fairly stated in all material respects in relation thereto. As discussed in Note 1 to the financial statements, the businesses comprising L&F Products Inc. were sold to MTF Acquisition Corporation and Reckitt & Colman plc effective November 30, 1994 and December 31, 1994, respectively. The financial statements do not include any obligations related to, or any adjustments that may result from, the transfer of plan assets and liabilities to defined contribution plans of the acquiring companies or the termination of the Plan. PRICE WATERHOUSE LLP New York, New York April 1, 1995 </AUDIT-REPORT> 4 L&F PRODUCTS EMPLOYEES' SAVINGS PLAN I STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 30, DECEMBER 30, 1994 1993 ============ =========== Investment in the L&F Products Employees' Savings Plans Master Trust, at fair value (Note 4): Eastman Kodak Company Fund $20,870,539 $18,873,999 Fidelity Retirement Money Market Portfolio 4,160,223 3,912,043 Fidelity Managed Income Portfolio 9,285,503 8,325,614 Fidelity Institutional Short-Intermediate Government Portfolio 4,726,620 5,315,801 Fidelity Balanced Fund 3,628,074 4,275,771 Fidelity Growth & Income Portfolio 6,192,562 5,797,834 Fidelity U.S. Equity Index Portfolio 6,533,351 6,860,557 Fidelity Magellan Fund 6,623,310 5,514,711 ---------- ----------- Total Investment in Master Trust 62,020,182 58,876,330 Participant Loans 218,519 180,989 ---------- ----------- Net assets available for plan benefits $62,238,701 $59,057,319 =========== =========== <FN> 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 WITH FUND INFORMATION For the year ended December 30, 1994 Fidelity Investments ---------------------------------------------------------------------------------------- Institutional Short- Retirement Intermediate Eastman Kodak Money Market Managed Income Government Balanced Company Fund Portfolio Portfolio Portfolio Fund Sub-Total ============= ============ ============== ============= ======== ========= Contributions: Participants $ 1,127,574 $ 308,156 $ 694,439 $ 390,303 $ 437,568 $ 2,958,040 Transfers from other tax-qualified retirement plans 37,586 8,864 4,341 1,262 143,921 195,974 Employer 435,548 137,055 296,377 160,821 154,649 1,184,450 Investment income: Interest and dividends 674,518 173,392 477,654 314,220 132,975 1,772,759 Net appreciation (depreciation) of investments 1,003,779 -- -- (357,849) (377,659) 268,271 Total additions 3,279,005 627,467 1,472,811 508,757 491,454 6,379,494 Withdrawals by participants 1,510,645 1,128,031 1,373,043 419,712 413,207 4,844,638 Increase (Decrease) in net assets 1,768,360 (500,564) 99,768 89,045 78,247 1,534,856 Net assets available for plan benefits at beginning of year 18,873,999 3,912,043 8,325,614 5,315,801 4,275,771 40,703,228 Net asset transfers: Interfund 228,180 748,744 860,121 (678,226) (725,944) 432,875 ----------- ---------- ---------- ---------- ---------- ----------- Net assets available for plan benefits at end of year $20,870,539 $4,160,223 $9,285,503 $4,726,620 $3,628,074 $42,670,959 =========== ========== ========== ========== ========== =========== <FN> 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 WITH FUND INFORMATION For the year ended December 30, 1994 ---------------------------------------------------------------------------------------------- Fidelity Investments ---------------------------------------------------------- Growth U.S. Balance From & Income Equity Index Magellan Participant Prior Page Portfolio Portfolio Fund Loans Total ============ ============ ============ ========== ========== ============== Contributions: Participants $ 2,958,040 $ 767,931 $ 500,505 $ 921,213 $ -- $ 5,147,689 Transfers from other tax-qualified retirement plans 195,974 58,061 4,987 73,569 -- 332,591 Employer 1,184,450 271,441 189,586 329,150 -- 1,974,627 Investment income: Interest and dividends 1,772,759 444,575 205,399 243,450 16,154 2,682,337 Net appreciation (depreciation) of investments 268,271 (335,812) (159,767) (359,848) -- (587,156) Total additions 6,379,494 1,206,196 740,710 1,207,534 16,154 9,550,088 Withdrawals by participants 4,844,638 477,912 532,894 513,262 -- 6,368,706 Increase (Decrease) in net assets 1,534,856 728,284 207,816 694,272 16,154 3,181,382 Net assets available for plan benefits at beginning of year 40,703,228 5,797,834 6,860,557 5,514,711 180,989 59,057,319 Net asset transfers: Interfund 432,875 (333,556) (535,022) 414,327 21,376 -- ----------- ---------- --------- ---------- ---------- ----------- Net assets available for plan benefits at end of year $42,670,959 $6,192,562 $6,533,351 $6,623,310 $ 218,519 $62,238,701 =========== ========== ========== ========== ========== =========== <FN> The accompanying notes are an integral part of these financial statements. Continued on next page 7 L&F PRODUCTS EMPLOYEES' SAVINGS PLAN I STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION For the Year For the Year Ended 12/30/94 Ended 12/30/93 Total Total ============== ============== Contributions: Participants $ 5,147,689 $ 5,154,439 Transfers from other tax-qualified retirement plans 332,591 296,692 Employer 1,974,627 2,003,081 Investment income: Interest and dividends 2,682,337 2,951,254 Net appreciation (depreciation) of investments (587,156) 6,712,490 Total additions 9,550,088 17,117,956 Withdrawals by participants 6,368,706 4,228,300 Increase (Decrease) in net assets 3,181,382 12,889,656 Net assets available for plan benefits at beginning of year 59,057,319 46,167,663 Net asset transfers: Interfund -- -- ----------- ----------- Net assets available for plan benefits at end of year $62,238,701 $59,057,319 =========== =========== <FN> The accompanying notes are an integral part of these financial statements. 8 L&F PRODUCTS EMPLOYEES' SAVINGS PLAN I Notes to Financial Statements NOTE 1 - DESCRIPTION OF PLAN ============================ The L&F Products Employees' Savings Plan I (the "Plan") was sponsored by L&F Products Inc. (the "Company") at 12/30/94. 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. Effective October 1, 1994, the sponsorship of the Plan was transferred to and assumed by L&F Products Inc. The former sponsor was L&F Products, an unincorporated division of Sterling Winthrop Inc., a subsidiary of Eastman Kodak Company. Eastman Kodak Company sold the businesses comprising L&F Products Inc. to MTF Acquisition Corporation and Reckitt & Colman plc effective November 30, 1994 and December 31, 1994, respectively. In connection with such sales, the sponsorship of the Plan was transferred to and assumed by Reckitt & Colman plc on January 1, 1995. Under the sales agreement between Eastman Kodak Company and the respective purchasers, the purchasers are required to establish defined contribution plans for or to accept the transfer of account balances of the plan participants. Upon such transfer of assets to the new plans it is expected that the Plan will be terminated. 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. 9 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 six times each calendar year. 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 $130,005 and $98,734 for the years ended December 30, 1994 and 1993, 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. 10 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. Certain prior year amounts have been reclassified to conform with current year presentation. Valuation of investments: Plan Investments at December 30, 1994 and 1993, consist of an undivided interest in the Master Trust assets which are 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 - EASTMAN CHEMICAL COMPANY SPIN-OFF ========================================== On December 31, 1993, Kodak spun-off its worldwide chemical business through a dividend to its 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. 11 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 assets are 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. 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. 12 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) The statements of net assets with fund information and changes in net assets with fund information of the Master Trust are as follows: December 30, 1994 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 $24,082,331 $ -- $ -- $ -- $ -- $24,082,331 Fidelity U.S. Gov't Reserve Pool 216,352 -- -- -- -- 216,352 Retirement Money Market Portfolio -- 4,536,138 -- -- -- 4,536,138 Managed Income Portfolio -- -- 10,197,490 -- -- 10,197,490 Short-Intermediate Gov't Portfolio -- -- -- 4,907,856 -- 4,907,856 Balanced Fund -- -- -- -- 3,789,664 3,789,664 Growth and Income Portfolio -- -- -- -- -- -- U.S. Equity Index Portfolio -- -- -- -- -- -- Magellan Fund -- -- -- -- -- -- Dividend/interest receivable 198,735 20,440 49,644 31,913 -- 300,732 Receivable from trustee and other 3,256 -- -- -- -- 3,256 ----------- ---------- ---------- ---------- ---------- ----------- Total Master Trust net assets $24,500,674 $4,556,578 $10,247,134 $4,939,769 $3,789,664 $48,033,819 =========== ========== =========== ========== ========== =========== Continued on next page 13 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) December 30, 1994 Fidelity Investments ---------------------------------------------------------------------------- Growth U.S. Balance From & Income Equity Index Magellan Dec. 30, 1993 Prior Page Portfolio Portfolio Fund TOTAL TOTAL ============ ============ ============ ========== =========== =========== Eastman Kodak Company common stock $24,082,331 $ -- $ -- $ -- $24,082,331 $21,657,122 Fidelity U.S. Gov't Reserve Pool 216,352 -- -- -- 216,352 381,221 Retirement Money Market Portfolio 4,536,138 -- -- -- 4,536,138 4,199,341 Managed Income Portfolio 10,197,490 -- -- -- 10,197,490 9,198,719 Short-Intermediate Gov't Portfolio 4,907,856 -- -- -- 4,907,856 5,519,068 Balanced Fund 3,789,664 -- -- -- 3,789,664 4,454,424 Growth and Income Portfolio -- 6,463,108 -- -- 6,463,108 6,003,949 U.S. Equity Index Portfolio -- -- 6,885,597 -- 6,885,597 7,151,783 Magellan Fund -- -- -- 6,897,969 6,897,969 5,762,758 Dividend/interest receivable 300,732 -- -- -- 300,732 273,215 Receivable from trustee and other 3,256 -- -- -- 3,256 4,255 ----------- ---------- ---------- ---------- ----------- ----------- Total Master Trust net assets $48,033,819 $6,463,108 $6,885,597 $6,897,969 $68,280,493 $64,605,855 =========== ========== ========== ========== =========== =========== 14 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) ================================================================================= For the year ended December 30, 1994 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 $ 1,262,865 $ 351,338 $ 792,409 $ 411,345 $ 458,366 $ 3,276,323 Transfers from other tax-qualified retirement plans 37,586 8,864 4,341 1,262 143,921 195,974 Employer 491,019 157,204 338,162 169,629 161,301 1,317,315 Investment income: Interest and dividends 811,224 186,497 528,208 328,528 138,712 1,993,169 Net appreciation (depreciation) of investments 1,181,287 -- -- (374,168) (393,515) 413,604 Total additions 3,783,981 703,903 1,663,120 536,596 508,785 7,196,385 Withdrawals by participants 1,603,232 1,207,326 1,556,095 448,169 427,477 5,242,299 Increase (Decrease) in net assets 2,180,749 (503,423) 107,025 88,427 81,308 1,954,086 Net assets available for plan benefits at beginning of year 22,232,342 4,210,445 9,241,470 5,546,406 4,456,472 45,687,135 Net asset transfers: Interfund 87,583 849,556 898,639 (695,064) (748,116) 392,598 ---------- ---------- ----------- ---------- --------- ----------- Net assets available for plan benefits at end of year $24,500,674 $4,556,578 $10,247,134 $4,939,769 $3,789,664 $48,033,819 =========== ========== =========== ========== ========== =========== Continued on next page 15 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) =============================================================================== For the year ended December 30, 1994 Fidelity Investments ---------------------------------------------------------------------------- Growth U.S. For the Year Balance From & Income Equity Index Magellan Ended 12/30/93 Prior Page Portfolio Portfolio Fund Total Total =========== ============ ============== ============= ============ =============== Contributions: Participants $ 3,276,323 $ 794,737 $ 561,824 $ 952,736 $ 5,585,620 $ 5,574,317 Transfers from other tax-qualified retirement plans 195,974 58,061 4,987 73,569 332,591 296,692 Employer 1,317,315 280,273 212,178 339,342 2,149,108 2,172,093 Investment income: Interest and dividends 1,993,169 462,546 215,493 252,355 2,923,563 3,198,814 Net appreciation (depreciation) of investments 413,604 (348,543) (167,104) (372,160) (474,203) 7,745,255 Total additions 7,196,385 1,247,074 827,378 1,245,842 10,516,679 18,987,171 Withdrawals by participants 5,242,299 493,820 566,508 539,414 6,842,041 4,793,223 Increase (Decrease) in net assets 1,954,086 753,254 260,870 706,428 3,674,638 14,193,948 Net assets available for plan benefits at beginning of year 45,687,135 6,004,082 7,151,797 5,762,841 64,605,855 50,411,907 Net asset transfers: Interfund 392,598 (294,228) (527,070) 428,700 -- -- ----------- ---------- ---------- ---------- ----------- ----------- Net assets available for plan benefits at end of year $48,033,819 $6,463,108 $6,885,597 $6,897,969 $68,280,493 $64,605,855 =========== ========== ========== ========== =========== =========== 16 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. 17 (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. Date: April 1, 1995 18 (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, 1995 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 LLP New York, New York April 24, 1995 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, 1994 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, 1994 and 1993 (c) Statement of Changes in Net Assets 5 - 7 Available for Plan Benefits - Year ended December 30, 1994 and 1993 (d) Notes to Financial Statements 8 - 16 (II) Signatures 17 (III) Exhibit (a) Consent of Independent Accountants 18 3 <AUDIT-REPORT> 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 with fund information 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, 1994, 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, 1993 and the related statement of changes in net assets available for plan benefits with fund information for the year then ended (not presented herein) and in our report dated April 1, 1994 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, 1993 and the condensed statement of changes in net assets available for plan benefits for the year ended December 30, 1993, when read in conjunction with the financial statements from which it has been derived, is fairly stated in all material respects in relation thereto. As discussed in Note 1 to the financial statements, the businesses comprising L&F Products Inc. were sold to MTF Acquisition Corporation and Reckitt & Colman plc effective November 30, 1994 and December 31, 1994, respectively. The financial statements do not include any obligations related to, or any adjustments that may result from, the transfer of plan assets and liabilities to defined contribution plans of the acquiring companies or the termination of the Plan. PRICE WATERHOUSE LLP New York, New York April 1, 1995 </AUDIT-REPORT> 4 L&F PRODUCTS EMPLOYEES' SAVINGS PLAN II STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 30, DECEMBER 30, 1994 1993 ============ ============ Investment in the L&F Products Employees' Savings Plans Master Trust, at fair value (Note 4): Eastman Kodak Company Fund $3,630,135 $3,358,343 Fidelity Retirement Money Market Portfolio 396,355 298,402 Fidelity Managed Income Portfolio 961,631 915,856 Fidelity Institutional Short-Intermediate Government Portfolio 213,149 230,605 Fidelity Balanced Fund 161,590 180,701 Fidelity Growth & Income Portfolio 270,546 206,248 Fidelity U.S. Equity Index Portfolio 352,246 291,240 Fidelity Magellan Fund 274,659 248,130 ---------- ---------- Total Investment in Master Trust 6,260,311 5,729,525 Participant Loans 3,323 814 ---------- ---------- Net assets available for plan benefits $6,263,634 $5,730,339 ========== ========== <FN> 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 WITH FUND INFORMATION For the year ended December 30, 1994 Fidelity Investments ---------------------------------------------------------------------------------------- Institutional Short- Retirement Intermediate Eastman Kodak Money Market Managed Income Government Balanced Company Fund Portfolio Portfolio Portfolio Fund Sub-Total ============ ============ ============== ============== ========= ========= Contributions: Participants $ 135,291 $ 43,182 $ 97,970 $ 21,042 $ 20,798 $ 318,283 Transfers from other tax-qualified retirement plans -- -- -- -- -- -- Employer 55,471 20,149 41,785 8,808 6,652 132,865 Investment income: Interest and dividends 120,552 13,105 50,554 14,308 5,737 204,256 Net appreciation (depreciation) of investments 177,508 -- -- (16,319) (15,856) 145,333 Total additions 488,822 76,436 190,309 27,839 17,331 800,737 Withdrawals by participants 99,220 59,829 171,891 30,764 13,297 375,001 Increase (Decrease) in net assets 389,602 16,607 18,418 (2,925) 4,034 425,736 Net assets available for plan benefits at beginning of year 3,358,343 298,402 915,856 230,605 180,701 4,983,907 Net asset transfers: Interfund (117,810) 81,346 27,357 (14,531) (23,145) (46,783) ---------- -------- -------- -------- -------- ---------- Net assets available for plan benefits at end of year $3,630,135 $396,355 $961,631 $213,149 $161,590 $5,362,860 ========== ======== ======== ======== ======== ========== <FN> 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 WITH FUND INFORMATION For the year ended December 30, 1994 ---------------------------------------------------------------------------------------- Fidelity Investments --------------------------------------------------------- Growth U.S. Balance from & Income Equity Index Magellan Participant Prior Page Portfolio Portfolio Fund Loans Total ============= ============ ============== ============ ============ ============== Contributions: Participants $ 318,283 $ 26,806 $ 61,319 $ 31,523 $ -- $ 437,931 Transfers from other tax-qualified retirement plans -- -- -- -- -- -- Employer 132,865 8,832 22,592 10,192 -- 174,481 Investment income: Interest and dividends 204,256 17,971 10,094 8,905 -- 241,226 Net appreciation (depreciation) of investments 145,333 (12,731) (7,337) (12,312) -- 112,953 Total additions 800,737 40,878 86,668 38,308 -- 966,591 Withdrawals by participants 375,001 9,694 32,548 16,053 -- 433,296 Increase (Decrease) in net assets 425,736 31,184 54,120 22,255 -- 533,295 Net assets available for plan benefits at beginning of year 4,983,907 206,248 291,240 248,130 814 5,730,339 Net asset transfers: Interfund (46,783) 33,114 6,886 4,274 2,509 -- ---------- -------- -------- -------- ------ ---------- Net assets available for plan benefits at end of year $5,362,860 $270,546 $352,246 $274,659 $3,323 $6,263,634 ========== ======== ======== ======== ====== ========== <FN> The accompanying notes are an integral part of these financial statements. Continued on next page 7 L&F PRODUCTS EMPLOYEES' SAVINGS PLAN II STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION For the Year For the Year Ended 12/30/94 Ended 12/30/93 Total Total ============== ============== Contributions: Participants $ 437,931 $ 419,878 Transfers from other tax-qualified retirement plans -- -- Employer 174,481 169,012 Investment income: Interest and dividends 241,226 247,560 Net appreciation (depreciation) of investments 112,953 1,032,765 Total additions 966,591 1,869,215 Withdrawals by participants 433,296 481,505 Increase (Decrease) in net assets 533,295 1,387,710 Net assets available for plan benefits at beginning of year 5,730,339 4,342,629 Net asset transfers: Interfund -- -- ---------- ---------- Net assets available for plan benefits at end of year $6,263,634 $5,730,339 ========== ========== <FN> The accompanying notes are an integral part of these financial statements. 8 L&F PRODUCTS EMPLOYEES' SAVINGS PLAN II Notes to Financial Statements NOTE 1 - DESCRIPTION OF PLAN ============================ The L&F Products Employees' Savings Plan II (the "Plan") was sponsored by L&F Products Inc. (the "Company") at 12/30/94. 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. Effective October 1, 1994, the sponsorship of the Plan was transferred to and assumed by L&F Products Inc. The former sponsor was L&F Products, an unincorporated division of Sterling Winthrop Inc., a subsidiary of Eastman Kodak Company. Eastman Kodak Company sold the businesses comprising L&F Products Inc. to MTF Acquisition Corporation and Reckitt & Colman plc effective November 30, 1994 and December 31, 1994, respectively. In connection with such sales, the sponsorship of the Plan was transferred to and assumed by Reckitt & Colman plc on January 1, 1995. Under the sales agreement between Eastman Kodak Company and the respective purchasers, the purchasers are required to establish defined contribution plans for or to accept the transfer of account balances of the plan participants. Upon such transfer of assets to the new plans it is expected that the Plan will be terminated. 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. 9 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 six times each calendar year. 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 $2,364 and $338 for the years ended December 30, 1994 and 1993, 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. 10 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. Certain prior year amounts have been reclassified to conform with current year presentation. Valuation of investments: Plan Investments at December 30, 1994 and 1993, consist of an undivided interest in the Master Trust assets which are 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 - EASTMAN CHEMICAL COMPANY SPIN-OFF ========================================== On December 31, 1993, Kodak spun-off its worldwide chemical business through a dividend to its 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. 11 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 assets are 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. 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. 12 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) The statements of net assets with fund information and changes in net assets with fund information of the Master Trust are as follows: December 30, 1994 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 $24,082,331 $ -- $ -- $ -- $ -- $24,082,331 Fidelity U.S. Gov't Reserve Pool 216,352 -- -- -- -- 216,352 Retirement Money Mkt. -- 4,536,138 -- -- -- 4,536,138 Managed Income Portfolio -- -- 10,197,490 -- -- 10,197,490 Short-Intermediate Government Portfolio -- -- -- 4,907,856 -- 4,907,856 Balanced Fund -- -- -- -- 3,789,664 3,789,664 Growth and Income Portfolio -- -- -- -- -- -- U.S. Equity Index Portfolio -- -- -- -- -- -- Magellan Fund -- -- -- -- -- -- Dividend/interest receivable 198,735 20,440 49,644 31,913 -- 300,732 Receivable from trustee and other 3,256 -- -- -- -- 3,256 ----------- ---------- ---------- ---------- ---------- ----------- Total Master Trust net assets $24,500,674 $4,556,578 $10,247,134 $4,939,769 $3,789,664 $48,033,819 =========== ========== =========== ========== ========== =========== Continued on next page 13 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) December 30, 1994 Fidelity Investments ---------------------------------------------------------------------------- Growth U.S. Balance From & Income Equity Index Magellan Dec. 30, 1993 Prior Page Portfolio Portfolio Fund TOTAL TOTAL ============ ============ ============ ========== =========== =========== Eastman Kodak Company common stock $24,082,331 $ -- $ -- $ -- $24,082,331 $21,657,122 Fidelity U.S. Gov't Reserve Pool 216,352 -- -- -- 216,352 381,221 Retirement Money Mkt. Portfolio 4,536,138 -- -- -- 4,536,138 4,199,341 Managed Income Portfolio 10,197,490 -- -- -- 10,197,490 9,198,719 Short-Intermediate Gov't Portfolio 4,907,856 -- -- -- 4,907,856 5,519,068 Balanced Fund 3,789,664 -- -- -- 3,789,664 4,454,424 Growth and Income Portfolio -- 6,463,108 -- -- 6,463,108 6,003,949 U.S. Equity Index Portfolio -- -- 6,885,597 -- 6,885,597 7,151,783 Magellan Fund -- -- -- 6,897,969 6,897,969 5,762,758 Dividend/interest receivable 300,732 -- -- -- 300,732 273,215 Receivable from trustee and other 3,256 -- -- -- 3,256 4,255 ----------- ---------- ---------- ---------- ----------- ----------- Total Master Trust net assets $48,033,819 $6,463,108 $6,885,597 $6,897,969 $68,280,493 $64,605,855 =========== ========== ========== ========== =========== =========== 14 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) ================================================================================= For the year ended December 30, 1994 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 $ 1,262,865 $ 351,338 $ 792,409 $ 411,345 $ 458,366 $ 3,276,323 Transfers from other tax-qualified retirement plans 37,586 8,864 4,341 1,262 143,921 195,974 Employer 491,019 157,204 338,162 169,629 161,301 1,317,315 Investment income: Interest and dividends 811,224 186,497 528,208 328,528 138,712 1,993,169 Net appreciation (depreciation) of investments 1,181,287 -- -- (374,168) (393,515) 413,604 Total additions 3,783,981 703,903 1,663,120 536,596 508,785 7,196,385 Withdrawals by participants 1,603,232 1,207,326 1,556,095 448,169 427,477 5,242,299 Increase (Decrease) in net assets 2,180,749 (503,423) 107,025 88,427 81,308 1,954,086 Net assets available for plan benefits at beginning of year 22,232,342 4,210,445 9,241,470 5,546,406 4,456,472 45,687,135 Net asset transfers: Interfund 87,583 849,556 898,639 (695,064) (748,116) 392,598 ----------- ---------- ----------- ---------- ---------- ----------- Net assets available for plan benefits at end of year $24,500,674 $4,556,578 $10,247,134 $4,939,769 $3,789,664 $48,033,819 =========== ========== =========== ========== ========== =========== Continued on next page 15 INVESTMENT IN THE L&F PRODUCTS EMPLOYEES' SAVINGS PLAN MASTER TRUST (CONTINUED) =============================================================================== For the year ended December 30, 1994 Fidelity Investments ---------------------------------------------------------------------------- Growth U.S. For the Year Balance From & Income Equity Index Magellan Ended 12/30/93 Prior Page Portfolio Portfolio Fund Total Total =========== ============ ============== ============= ============ =============== Contributions: Participants $ 3,276,323 $ 794,737 $ 561,824 $ 952,736 $ 5,585,620 $ 5,574,317 Transfers from other tax-qualified retirement plans 195,974 58,061 4,987 73,569 332,591 296,692 Employer 1,317,315 280,273 212,178 339,342 2,149,108 2,172,093 Investment income: Interest and dividends 1,993,169 462,546 215,493 252,355 2,923,563 3,198,814 Net appreciation (depreciation) of investments 413,604 (348,543) (167,104) (372,160) (474,203) 7,745,255 Total additions 7,196,385 1,247,074 827,378 1,245,842 10,516,679 18,987,171 Withdrawals by participants 5,242,299 493,820 566,508 539,414 6,842,041 4,793,223 Increase (Decrease) in net assets 1,954,086 753,254 260,870 706,428 3,674,638 14,193,948 Net assets available for plan benefits at beginning of year 45,687,135 6,004,082 7,151,797 5,762,841 64,605,855 50,411,907 Net asset transfers: Interfund 392,598 (294,228) (527,070) 428,700 -- -- ---------- ---------- ---------- ---------- ----------- ----------- Net assets available for plan benefits at end of year $48,033,819 $6,463,108 $6,885,597 $6,897,969 $68,280,493 $64,605,855 =========== ========== ========== ========== =========== =========== 16 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. 17 (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. Date: April 1, 1995 18 (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, 1995 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 LLP New York, New York April 24, 1995