emn2010_11k.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549
 
FORM 11-K


(Mark
One)
 
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
 
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to ______________

Commission file number 1-12626
A. Full Title of the plan and the address of the plan, if different from that of the issuer named below:
 
EASTMAN INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
 
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
EASTMAN CHEMICAL COMPANY
200 S. Wilcox Drive
Kingsport, Tennessee  37662


 
 

 





Eastman Investment and Employee Stock Ownership Plan
 
Table of Contents

1
   
Basic Financial Statements:
 
   
2
3
4 – 18
   
19
   
 
   
32
   
33

Note A:
Other supplemental schedules required by Section 2520.10310 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ("ERISA") have been omitted because they are not applicable.


 
 

 

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
Eastman Investment and Employee Stock Ownership Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Eastman Investment and Employee Stock Ownership Plan (the "Plan") at December 31, 2010 and December 31, 2009, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Plan's management.  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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards 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 management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule is the responsibility of the Plan's management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 29, 2011



  1
 

Eastman Investment and Employee Stock Ownership Plan
Statements of Net Assets Available for Benefits
December 31, 2010 and December 31, 2009
(in thousands)
 
                         
       
December 31,
         
December 31,
   
       
2010
         
2009
   
       
Non-
         
Non-
   
   
Participant
 
participant
     
Participant
 
participant
   
   
Directed
 
Directed
 
Total
 
Directed
 
Directed
 
Total
                         
                       
                         
Investments at fair value
$
1,572,764
$
116,925
$
1,689,689
$
1,398,222
$
91,545
$
1,489,767
                         
Receivables:
                       
                         
Plan sponsor contributions
 
29,415
 
4,166
 
33,581
 
27,375
 
4,538
 
31,913
                         
Notes receivable from participants
 
37,063
 
--
 
37,063
 
32,779
 
--
 
32,779
                         
Other receivables
 
3,629
 
949
 
4,578
 
3,534
 
872
 
4,406
                         
Total assets
 
1,642,871
 
122,040
 
1,764,911
 
1,461,910
 
96,955
 
1,558,865
                         
                         
Liabilities
                       
                         
Accrued expenses
 
43
 
36
 
79
 
60
 
37
 
97
                         
Other liabilities
 
3,211
 
659
 
3,870
 
1,357
 
683
 
2,040
                         
Total liabilities
 
3,254
 
695
 
3,949
 
1,417
 
720
 
2,137
                         
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
(14,577)
 
--
 
(14,577)
 
(4,862)
 
--
 
(4,862)
                         
Net assets available for plan benefits
$
1,625,040
$
121,345
$
1,746,385
$
1,455,631
$
96,235
$
1,551,866
                         


The accompanying notes are an integral part of these financial statements.

 
2

 
Eastman Investment and Employee Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits
For the Periods Ended December 31, 2010 and December 31, 2009
(in thousands)
 
       
December 31, 2010
         
December 31, 2009
   
       
Non-
         
Non-
   
   
Participant
 
participant
     
Participant
 
participant
   
   
Directed
 
Directed
 
Total
 
Directed
 
Directed
 
Total
                         
                       
                         
Investment income
                       
Interest
$
13,645
$
--
$
13,645
$
16,550
$
--
$
16,550
Dividends
 
19,283
 
2,653
 
21,936
 
17,643
 
2,776
 
20,419
Net appreciation in fair value of investments
 
133,068
 
22,245
 
155,313
 
231,178
 
39,609
 
270,787
Net investment gain
 
165,996
 
24,898
 
190,894
 
265,371
 
42,385
 
307,756
Participant contributions
 
60,344
 
--
 
60,344
 
66,061
 
--
 
66,061
Plan sponsor contributions
 
31,115
 
4,166
 
35,281
 
28,754
 
4,537
 
33,291
Total additions
 
257,455
 
29,064
 
286,519
 
360,186
 
46,922
 
407,108
                         
Deductions from net assets:
                       
                         
Distributions to and withdrawals by participants
 
87,876
 
3,954
 
91,830
 
100,039
 
2,981
 
103,020
                         
Administrative expenses
 
170
 
--
 
170
 
159
 
--
 
159
                         
Total deductions
 
88,046
 
3,954
 
92,000
 
100,198
 
2,981
 
103,179
 
Interfund transfers, net
 
--
 
--
 
--
 
(620)
 
620
 
--
 
Net increase in net assets
 
169,409
 
25,110
 
194,519
 
259,368
 
44,561
 
303,929
Net assets available for benefits at beginning of period
 
1,455,631
 
96,235
 
1,551,866
 
1,196,263
 
51,674
 
1,247,937
Net assets available for plan benefits at end of period
$
1,625,040
$
121,345
$
1,746,385
$
1,455,631
$
96,235
$
1,551,866


The accompanying notes are an integral part of these financial statements.

 
  3

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

1.  

The Eastman Investment and Employee Stock Ownership Plan (the "Plan") is a defined contribution plan of a controlled group of corporations consisting of Eastman Chemical Company and certain of its wholly-owned subsidiaries operating in the United States ("Eastman", the "Company" or the "Plan Sponsor").  The Plan is organized pursuant to Sections 401(a) and (k) and Section 4975(e) (7) of the Internal Revenue Code ("IRC").  All United States employees of Eastman, with the exception of certain limited service and special program employees, and employees covered by a collective bargaining agreement with the Company, unless the collective bargaining agreement or the Plan specifically provides for participation, are eligible to participate in the Plan on their first day of employment with Eastman.  The Plan was adopted by Eastman, the Plan Sponsor, on January 1, 1994 and is subject to the Employee Retirement Income Security Act of 1974 ("ERISA").  The Plan is administered by the Investment Plan Committee ("IPCO"), which is the Plan Administrator and is comprised of Eastman employees.  The Plan has trusts which are administered by the Fidelity Management Trust Company (the "Trustee").  The trusts include the Eastman Chemical Trust and the Eastman Stock Ownership Plan ("ESOP") Trust.

Money in the forfeiture account of the Plan is available to be used both to offset future Company contributions and for various administrative expenses of the Plan.  The balance of the forfeiture account at December 31, 2010 and 2009 was $33,000 and $31,000, respectively.  There were no forfeitures used in 2010 or 2009.

On or after January 1, 2007, each eligible employee hired by the Company will, in addition to the Retirement Savings Contribution ("RSC"), be automatically enrolled as a participant in the Eastman Investment Plan ("EIP") portion of the Plan.  The participants will be deemed to have elected to defer 7% of their qualifying compensation each pay period to the EIP portion of the Plan, unless they affirmatively decline or they elect to contribute a percentage other than 7%.  Each participant will also be eligible to receive a matching contribution from the Company equal to 50% of the first 7% of their pay that they contribute to the Plan each pay period.  Plan participants may elect to enroll in an automatic annual increase program with an increase to deferral rates each year until the participant's deferral reaches 10%.

For additional information regarding the Plan, see the complete Plan documents.

Contributions and vesting

Contributions to the Plan are made through two separate provisions: (1) deferral of qualifying compensation and (2) contributions by the Plan Sponsor of cash or its common stock to the participants' accounts as determined by the Compensation and Management Development Committee of the Board of Directors of Eastman.

 
4

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

The Plan includes a salary deferral provision allowing eligible employees to defer up to 40% of qualifying compensation, as defined in the Plan, up to the statutory limit of $16,500 for 2010 as permitted by the IRC.  For the catch-up salary deferral, an eligible employee who has attained age 50 before the close of the calendar year was allowed to defer up to 35% of qualifying compensation, as defined in the Plan, for 2010 up to certain IRC limitations.  Plan Sponsor contributions are also subject to certain other limitations.  Participants' salary deferrals are contributed to the Plan by Eastman on behalf of the participants.  The Plan's Trustee invests amounts contributed to the Plan, as designated by the participant, in common stock of Eastman, various growth and income mutual funds, and/or interest in a guaranteed investment contract fund (see Notes 6 and 7).  Generally, participants may transfer amounts among the funds on any business day.  Additionally, participants may diversify amounts from their ESOP Fund account within the Plan (see Note 10).  Each participant is at all times 100% vested in their account, with the exception of amounts transferred from other plans, which continue to be subject to the former plans' vesting requirements.

The Plan requires for the RSC to be contributed either to the ESOP Fund for employees' first five RSC contributions or into other Plan funds, as directed by the participant, for participants with more than five RSC contributions.  For participants with more than five RSC contributions, the RSC is allocated to participant-directed funds in accordance with each participant's investment elections at such time as the RSC is made.

For employees hired on or after January 1, 2007, each participant is eligible to receive a matching contribution from the Company equal to 50% of the first 7% of their pay that they contribute to the Plan each pay period.  Contributions are invested into other Plan funds, as directed by the participants.

Plan Sponsor contributions may be paid at any time during the plan year and subsequent to such plan year through the due date for filing the Company's federal income tax return, including any extensions.  Contributions may be paid to the ESOP Fund in cash or shares of Eastman common stock and are deposited in the Company contribution account.  Allocations to the participants' accounts from the Company contribution account will be made each plan year to participants who are eligible employees on the date designated by the Company.  Participants are not permitted to make contributions to the ESOP Fund.

Employees may elect to transfer, into any of the Plan's fund options, balances received from (1) lump sum payouts from the Eastman Retirement Assistance Plan, a qualified defined benefit plan also sponsored by Eastman Chemical Company, (2) a former employer's 401(a) and 401(k) plan, or (3) an employee's individual retirement account containing amounts received from a qualified defined contribution plan under Section 401(a) and 401(k) of the IRC.  All rollover contributions into the Plan must meet the applicable Internal Revenue Service ("IRS") requirements.

5

 
Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

Notes receivable from participants

The IPCO may grant a note receivable (loan) of at least $1,000 to a participant provided that the aggregate of the participants' notes receivable does not exceed the lesser of (1) $50,000 reduced by the excess, if any, of (a) the participant's highest notes receivable balance from the preceding 12 months over (b) the outstanding total notes receivable balance from the Plan on the date on which the notes receivable was made, or (2) 50% of the non-forfeitable portion of the participant's account.  In accordance with the Plan provisions, the rate of interest on new participant notes receivable approximates current market rates.  The term of any notes receivable from participants is determined by IPCO and shall not exceed five years.  Notes receivable from participants transferred to the Plan from the Eastman Resins, Inc. Employees' Growth Sharing Plan carry terms applicable under that Plan.  At December 31, 2010, $37.1 million in notes receivable from participants were outstanding for terms of 2 to 63 months and interest rates ranging from 4.25% to 10.50%.  At December 31, 2009, $32.8 million in notes receivable from participants were outstanding for terms from 5 to 119 months and interest rates ranging from 4.25% to 10.50%.

Distributions

Distributions from the Plan require the approval of IPCO or its designee and are made under the following circumstances:

·  
Upon attaining age 59½, a participant may elect to receive a lump sum cash distribution of their total or partial account value while still actively employed.

·  
Upon separation of service from Eastman for any reason except death, the full value of a participant's account is distributed in a lump sum payment for those participants whose account value is less than or equal to $1,000.  Separated participants with accounts in excess of $1,000 may elect either (1) to defer distribution until a later date but, in no event, later than April 1 of the calendar year following the year a participant attains age 70½ or (2) immediate lump-sum distribution of the participant's account or, at the election of the participant, distributions in monthly or annual installments.  Participants in the Eastman Stock Fund or ESOP Fund may elect a lump sum distribution in Eastman common stock.

In the event of death, the value of a participant's account is paid in a lump sum if the designated beneficiary is not the surviving spouse or if the account value is less than or equal to $1,000.  If the beneficiary is a surviving spouse and the participant account value exceeds $1,000, payment will be made in either a lump-sum amount or, at the election of the surviving spouse, in monthly or annual installments.

·  
Distributions to participants shall commence in the year following the year a participant attains age 70½, unless the participant is still actively employed with the Company.

·  
Approval of hardship withdrawals will only be granted in order to meet obligations relating to the payment of substantial out-of-pocket medical expenses, the purchase of a primary residence, the payment of tuition or other post-secondary educational expenses, or payments to prevent eviction or foreclosure.  They are also granted for payment of funeral expenses for a deceased parent, spouse or child of the participant, or payment of expenses for repair or damage to the participants' principal residence.  Hardship withdrawals may not exceed the value of the participant's accounts in the Plan on the date of withdrawal.

  6

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
·  
The Trustee is authorized to honor qualified domestic relation orders issued and served in accordance with Section 414(p) of the IRC.

Investment of ESOP Fund Assets

ESOP Fund assets are invested primarily in Eastman common stock.  However, at IPCO's discretion, funds may also be invested in other securities or held in cash.

Investment assets can be acquired by the ESOP Fund in three ways:

·  
The Company may make a direct contribution of cash to the ESOP Fund, which would then be used to purchase Eastman common stock or other securities.
 
·  
The Company may contribute shares of Eastman common stock directly to the ESOP Fund.
 
·  
The Company may direct the Trustee to obtain a loan to purchase securities (i.e., leveraged ESOP).  Until the loan is repaid, securities acquired with the respective loan process are not available to be allocated to participants' accounts and are maintained in a "Loan Suspense Account".  On the last day of each plan year, a proportionate share of securities relating to loan amounts which have been repaid will be transferred out of the Loan Suspense Account and allocated to the accounts of ESOP Fund participants.  The ESOP Fund currently is not a leveraged ESOP.

Dividends attributable to the ESOP Fund

IPCO may direct that Eastman common stock dividends attributable to the non-participant directed ESOP Fund be (a) allocated to the accounts of participants, (b) paid in cash to the participants on a nondiscriminatory basis, or (c) paid by the Company directly to participants.  Alternatively, dividends received from Eastman common stock maintained in the Loan Suspense Account may be applied to reduce the related loan balance.

Allocations to participants' ESOP Fund accounts

Separate participant accounts are established to reflect each participant's interest in the ESOP Fund and are maintained under the unit value method of accounting.  The ESOP Fund account maintained for each participant consists of:

·  
Plan Sponsor contributions made or invested in shares of Eastman common stock.
 
·  
Shares of Eastman common stock purchased with assets transferred to the ESOP Fund pursuant to the spin-off from Eastman Kodak Company and/or acquired with the proceeds of a loan released from the Loan Suspense Account.
 
·  
An allocable share of short-term interest and money market funds held in the ESOP Fund for purposes of payment of expenses and similar purposes.
 
·  
After-tax contributions transferred to the ESOP Fund pursuant to the spin-off from Eastman Kodak Company (such after-tax contributions are no longer permitted under the ESOP provisions).
 

7

 
Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

The number of units allocated to a participant's account in any year is based on the ratio of the participant's compensation to the total compensation of all eligible employees entitled to share in the allocation for that plan year.  In any year in which a Company contribution is made, a participant's allocation will not be less than one share of stock.
 
Federal law limits the total annual contributions that may be made on a participant's behalf to all defined contribution and defined benefit plans offered by the Company.  Participants will be notified if their total annual contribution is limited by this legal maximum.
 
2.  
SUMMARY OF ACCOUNTING POLICIES

The following accounting policies, which conform to accounting principles generally accepted in the United States of America ("USGAAP"), have been used consistently in the preparation of the Plan's financial statements.

Basis of accounting

The Plan's financial statements are prepared on the accrual basis of accounting.

As described by USGAAP, investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.  As required by USGAAP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Certain items in prior year's financial statements have been reclassified to conform to the current year's presentation.

Use of estimates

The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities.  Actual results could differ from those estimates.

Investment policy and valuation

The Plan's investments are stated at fair value.  If available, quoted market prices are used to value investments.  Investments in regulated investment companies are valued at the net asset value per share on the valuation date.  Accrued interest, if any, on the underlying investments is added to the fair value of the investments for presentation purposes.  See Note 8 for discussion of fair value measurements.

For investments in the ESOP fund and the Eastman Stock Fund, the Trustee may keep any portion of participant and Plan Sponsor contributions temporarily in cash or liquid investments as it may deem advisable.  All dividends, interest or gains derived from investment in each fund are reinvested in the respective fund by the Trustee.

8

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
The Managed Income Fund is reported at fair value as determined by the contract issuers.  The Managed Income Fund is comprised of synthetic investment contracts that include interests in commingled trusts or individual fixed income securities that are held in trust for the Plan.  The Plan then enters into a benefit responsive wrapper contract with a third party such as a financial institution or an insurance company which guarantees the Plan a specific value and rate of return.  The underlying securities are valued at quoted market prices.  The wrap contracts are valued using the market value method (see Note 7).

Purchases and sales of investments are recorded on a trade-date basis.  Interest income is accrued when earned.  Dividend income is recorded at the ex-dividend date.

The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

Notes receivable from participants

Notes receivable from participants are valued at their unpaid principal balance plus any accrued but unpaid interest.

Payments to participants

Benefit payments to participants are recorded when paid.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board ("FASB") issued guidance, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements".  The guidance is intended to improve the comparability of fair value measurements presented and disclosed in financial statements.  The amendments are of two types: (1) those that clarify the Board's intent about the application of existing fair value measurement and disclosure requirements and (2) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.  The update is effective for annual periods beginning after December 15, 2011.  Plan management is in the process of evaluating the impact of the adoption of this accounting guidance on the Plan's financial statements.

In September 2010, the FASB issued guidance, "Reporting Loans to Participants by Defined Contribution Pension Plans".  This guidance requires participant loans to be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest.  The guidance was effective for fiscal years ending after December 15, 2010.  This guidance required retrospective application to all periods presented.  The Plan adopted this guidance as of January 1, 2010, and reclassified participant loans from plan investments to a component of receivables for both periods presented in the Statements of Net Assets Available for Benefits.  Other than the reclassification requirements, the adoption of this accounting guidance did not have a material impact on the Plan's financial statements.


9

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
In January 2010, the FASB issued guidance "Fair Value Measurements and Disclosures", which requires entities to make new disclosures about recurring and nonrecurring fair value measurements including significant transfers in and out of Level 1 and 2 categories and provide information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 measurements.  The guidance also clarifies existing fair value disclosures and is effective for periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010.  The adoption of this accounting guidance did not have a material impact on the Statements of Assets Available for Benefits or the Statement of Changes in Assets Available for Benefits.
 
3.  
RISKS AND UNCERTAINTIES

Investment securities are exposed to various risks, such as interest rate risk, market risk, and credit risk.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the financial statements.

4.  
CONTRIBUTIONS

Participant contributions represent qualifying compensation and other qualifying employee bonuses withheld from participating employees by Eastman and contributed to the Plan.  Contributions are invested in the Plan's funds as directed by the participants, with the exception of the ESOP Fund, subject to ERISA funding limitations.  The Plan has accrued sponsor contributions for participant-directed funds of $29.4 million and $27.4 million and for the non-participant-directed ESOP Fund of $4.2 million and $4.5 million at December 31, 2010 and 2009, respectively.

5.
NOTES RECEIVABLE FROM PARTICIPANTS

The Plan Trustee makes loans to participants in accordance with Plan provisions.  The loans are reflected as notes receivable from participants.  Notes receivable from participants are accounted for as a transfer from the fund directed by the participant to the Notes Receivable from Participants Fund.  The principal portion of notes receivable from participants repayments reduces the Notes Receivable from Participants 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.  The Notes Receivable from Participants Fund's net assets and other changes in net assets are included in the participant-directed funds in the Statements of Net Assets and Changes in Net Assets Available for Benefits, respectively.  Notes receivable from participants are valued at their unpaid principal balance plus any accrued but unpaid interest.

Unless otherwise specified by the participant, notes receivable from participants' proceeds will be withdrawn from the investment funds on a pro-rata basis.  Outstanding notes receivable from participants at December 31, 2010 and 2009 were approximately $37.1 million and $32.8 million, respectively.  Interest income earned on notes receivable from participants is credited directly to the participants' accounts and was approximately $1.8 million and $2.1 million for 2010 and 2009, respectively.

10

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
6.  
INVESTMENTS

At December 31, 2010 and 2009, the Plan's assets were invested in Eastman Chemical Company common stock, mutual funds, and in synthetic investment contracts (see Note 7).  Subject to certain limitations, participants are provided the option of directing their contributions among the investment options.  The Plan also holds an interest in the non-participant directed Eastman ESOP Fund, which invests in Eastman Chemical Company common stock and short-term interest funds.  The following table presents the fair value of investments by type.
         
(Dollars in thousands)
 
December 31, 2010
 
December 31, 2009
         
Cash
$
2,062
$
660
Eastman Chemical Company Common Stock
 
212,601
 
189,704
Mutual Funds
 
755,106
 
643,459
Managed Income Fund
 
702,826
 
642,321
Self-Directed Brokerage Account
 
17,094
 
13,623
         
Total
$
1,689,689
$
1,489,767

The following investment options, which invest primarily in common stock of the Plan sponsor, were available to participants in 2010 and 2009:

Eastman Stock Fund
This participant-directed fund consists primarily of Eastman Class A common stock.  Purchases and sales of Eastman stock are generally made on the open market on behalf of and as elected by Plan participants.  During 2010, the Trustee purchased 2,480,100 shares of Eastman stock for the fund at an average price of $62.45 per share, and sold 2,966,300 shares of Eastman stock for the fund at an average price of $66.04 per share.  During 2009, the Trustee purchased 2,549,200 shares of Eastman stock for the fund at an average price of $36.46 per share and sold 3,651,800 shares at an average price of $46.40 per share.  Dividends paid from the Eastman Stock Fund totaled $2.9 million and $4.6 million in 2010 and 2009, respectively.

Eastman ESOP Fund
 
This non-participant directed fund consists primarily of Eastman Class A common stock.  Purchases and sales of Eastman stock are generally made on the open market, on behalf of its participants and as directed by the Plan's guidelines.  During 2010, the Trustee purchased 74,300 shares of Eastman stock for the fund at an average price of $58.81 per share, and sold 190,900 shares of Eastman stock for the fund at an average price of $70.23 per share.  During 2009, the Trustee purchased 209,200 shares of Eastman stock for the fund at an average price of $23.95 per share, and sold 149,400 shares at an average price of $43.44 per share.

11

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
At December 31, 2010 and 2009, the following investments represented 5% or greater of ending net assets:

(in thousands)
   
December 31, 2010
     
Shares
 
Fair value
           
Eastman Chemical Company Common Stock, Participant Directed
   
5,074
$
96,403
Eastman Chemical Company Common Stock, Non Participant Directed
   
5,865
 
116,198
Fidelity Contrafund
   
1,858
 
125,766
Fidelity Short-term MM fund
   
--
 
94,333
PIMCO Total Return Institutional Class
   
8,388
 
91,010
           
(in thousands)
   
December 31, 2009
     
Shares
 
Fair value
           
Eastman Chemical Company Common Stock, Participant Directed
   
7,149
$
98,819
Eastman Chemical Company Common Stock, Non Participant Directed
   
6,381
 
90,885
Fidelity Contrafund
   
1,930
 
112,405
US Treasury Note/Bond (USTN 1% 12/31/11)
   
110,876
 
110,567

During 2010 and 2009, the Plan's investments (including investments bought, sold and held during the year) appreciated as follows:

(Dollars in thousands)
 
Net Appreciation
 
Net Appreciation
   
December 31, 2010
 
December 31, 2009
         
Eastman Chemical Company Common Stock,  Non Participant Directed
$
22,245
$
39,609
Eastman Chemical Company Common Stock,  Participant Directed
 
39,866
 
89,858
Mutual Funds and Other
 
93,202
 
141,320
Total
$
155,313
$
270,787


12

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
INSURANCE CONTRACTS

The Plan invests in the Managed Income Fund (the "Fund"), which invests in synthetic investment contracts.  The term "synthetic" investment contract is used to describe a variety of investment contracts under which a Plan retains ownership of the invested assets, or owns units of an account or trust which holds the invested assets.  A "synthetic" investment contract, also referred to as a "wrap" contract, is negotiated with an independent financial institution.  Under the terms of these investment contracts, the contract issuer ensures the Plan's ability to pay eligible employee benefits at book value.  The investment performance of a synthetic investment contract may be a function of the investment performance of the invested assets.

A wrap contract is an agreement by another party, such as a bank or insurer, to make payments to the Fund in certain circumstances.  Wrap contracts are designed to allow a stable value fund, such as the Fund, to maintain a constant net asset value ("NAV") and to protect the Fund in extreme circumstances.  In a typical wrap contract, the wrap issuer agrees to pay the Fund the difference between the contract value and the market value of the covered assets once the market value has been totally exhausted.  Though relatively unlikely, this could happen if the Fund experiences significant redemptions (redemption of most of the Fund's shares) during a time when the market value of the Fund's covered assets are below their contract value, and market value is ultimately reduced to zero.  If that occurs, the wrap issuer agrees to pay the Fund an amount sufficient to cover shareholder redemptions and certain other payments (such as fund expenses), provided all the terms of the wrap contract have been met.  Purchasing wrap contracts is similar to buying insurance, in that the Fund pays a relatively small amount to protect against a relatively unlikely event (the redemption of most of the shares of the Fund).  Fees paid by the Fund for wrap contracts are a component of the Fund's expenses.

Wrap contracts accrue interest using a formula called the "crediting rate."  Wrap contracts use the crediting rate formula to convert market value changes in the covered assets into income distributions in order to minimize the difference between the market and contract value of the covered assets over time.  Using the crediting rate formula, an estimated future market value is calculated by compounding the Fund's current market value at the Fund's current yield to maturity for a period equal to the Fund's duration.  The crediting rate is the discount rate that equates that estimated future market value with the Fund's current contract value.  Crediting rates are reset quarterly.  The wrap contracts provide a guarantee that the crediting rate will not fall below zero percent.

The crediting rate, and hence the Fund's return, may be affected by many factors, including purchases and redemptions by shareholders.  The precise impact on the Fund depends on whether the market value of the covered assets is higher or lower than the contract value of those assets.  If the market value of the covered assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the covered assets.  Under these circumstances, cash from new investors will tend to lower the crediting rate and the Fund's return, and redemptions by existing shareholders will tend to increase the crediting rate and the Fund's return.

13

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

The Fund and the wrap contracts purchased by the Fund are designed to pay all participant-initiated transactions at contract value.  Participant-initiated transactions are those transactions allowed by the underlying defined contribution plan (typically this would include withdrawals for benefits, loans, or transfers to non-competing funds within the Plan).  However, the wrap contracts limit the ability of the Fund to transact at contract value upon the occurrence of certain events.  These events include:
 
·  
The Plan's failure to qualify under Section 401(a) or Section 401(k) of the IRC.
·  
The establishment of a defined contribution plan that competes with the Plan for employee contributions.
·  
Any substantive modification of the Plan or the administration of the Plan that is not consented to by the wrap issuer.
·  
Complete or partial termination of the Plan.
·  
Any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the Fund's cash flow.
·  
Merger or consolidation of the Plan with another plan, the transfer of Plan assets to another plan, or the sale, spin-off or merger of a subsidiary or division of the Plan Sponsor.
·  
Any communication given to participants by the Plan Sponsor or any other Plan fiduciary that is designed to induce or influence participants not to invest in the Fund or to transfer assets out of the Fund.
·  
Exclusion of a group of previously eligible employees from eligibility in the Plan.
·  
Any early retirement program, group termination, group layoff, facility closing, or similar program.
·  
Any transfer of assets from the Fund directly to a competing option.

At this time, the occurrence of any of these events is not considered probable by IPCO.

The average yields for the Fund are as follows:
Average yields:
 
December 31,
2010
 
December 31,
2009
         
Based on actual earnings
 
2.20 %
 
2.10 %
Based on interest rate credited to participants
 
1.94 %
 
2.10 %

The weighted average crediting interest rate for the Fund was 1.98% and 2.12% at December 31, 2010 and 2009, respectively.

The value of the Fund reflected in these financial statements is based upon the principal invested and the interest credited.  The fair value of the Fund, by investment type, as of December 31, 2010 and 2009 was as follows:

(Dollars in thousands)
 
December 31,
2010
 
December 31,
2009
         
Security backed investments:
       
Underlying assets at fair value
$
702,826
$
642,321
Wrap contracts
 
(14,577)
 
(4,862)
Total contract value
$
688,249
$
637,459

14

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
8.  
FAIR VALUE MEASUREMENT

USGAAP provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under USGAAP are described below:
 
 Level 1 –  
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
Level 2 –  
Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

 Level 3 –  
Unobservable inputs based on the Plan's assumptions used to measure assets and liabilities at fair value.
 
A financial instrument's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value.

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the net asset value ("NAV") of shares held by the plan at year end.

Synthetic investment contract: Valued at fair value by discounting the related cash flows based on the current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.

Self-directed brokerage account: Unit valuation based on the underlying NAV of the investments.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

15

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2010 and December 31, 2009:
 
 
(Dollars in thousands)
Fair Value Measurements at December 31, 2010
Description
 
December 31, 2010
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
Cash
$
2,062
$
2,062
$
--
Common Stock
 
212,601
 
212,601
 
--
Mutual Funds:
           
    Balanced/hybrid
 
49,910
 
49,910
 
--
    Bond funds
 
91,010
 
91,010
 
--
    International
 
72,904
 
72,904
 
--
    Large blend
 
83,275
 
83,275
 
--
    Large growth
 
212,326
 
212,326
 
--
    Mid blend
 
19,113
 
19,113
 
--
    Mid growth
 
30,010
 
30,010
 
--
    Money market
 
19
 
19
 
---
    Small blend
 
102,231
 
102,231
 
--
    Target date funds
 
94,308
 
94,308
 
--
Managed Income Fund
 
702,826
 
--
 
702,826
Self-Directed Brokerage Account
 
17,094
 
17,094
 
--
Total
$
1,689,689
$
986,863
$
702,826
             

(Dollars in thousands)
Fair Value Measurements at December 31, 2009
Description
 
December 31, 2009
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
Cash
$
660
$
660
$
--
Common Stock
 
189,704
 
189,704
 
--
Mutual Funds:
           
    Balanced/hybrid
 
45,546
 
45,546
 
--
    Bond funds
 
66,849
 
66,849
 
--
    International
 
73,100
 
73,100
 
--
    Large blend
 
76,652
 
76,652
 
--
    Large growth
 
192,508
 
192,508
 
--
    Mid blend
 
12,097
 
12,097
 
--
    Mid growth
 
21,650
 
21,650
 
--
    Small blend
 
86,044
 
86,044
 
--
    Target date funds
 
69,013
 
69,013
 
--
Managed Income Fund
 
642,321
 
--
 
642,321
Self-Directed Brokerage Account
 
13,623
 
13,623
 
--
Total
$
1,489,767
$
847,446
$
642,321
             

There are no redemption restrictions on the mutual fund investments.  They are fully liquid and can be redeemed on a daily basis.


16

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements

9.  
OTHER RECEIVABLES AND OTHER LIABILITIES

Other receivables in the amount of $4.6 million and $4.4 million at December 31, 2010 and 2009, respectively, represent interest and dividends receivable, as well as receivables from the sale of investments.  Other liabilities in the amount of $3.9 million and $2.0 million at December 31, 2010 and 2009, respectively, represent liabilities from the purchase of investments.

DIVERSIFICATION FROM ESOP FUND

A participant may direct that all or any portion of his ESOP Fund account be transferred to other funds in the Plan without restrictions.  During 2010 and 2009, $10.2 million and $4.4 million, respectively, were transferred from the ESOP Fund within the Plan in connection with this program.

11.  
PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of termination, participant accounts will be distributed to individual participants in accordance with the Plan document and ERISA provisions.

12.  
FEDERAL INCOME TAX STATUS
 
The Plan obtained its latest determination letter in May 2003, in which the IRS stated that the Plan is in compliance with the applicable requirements of the IRC.  A new determination letter request for the Plan was filed with the IRS in January 2010.  The Plan has received acknowledgement from the IRS, but as of the filing date a new determination letter has not been received.  Although the plan has been amended since receiving the determination letter, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore believe that the Plan is qualified and the related trust is tax-exempt.  Therefore, no provision for income taxes has been included in the Plan's financial statements.
 
USGAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The Plan administrator has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
 

17

Eastman Investment and Employee Stock Ownership Plan
Notes to Financial Statements
 
13.  
PLAN EXPENSES

Reasonable expenses of administering the Plan, unless paid by the Company, shall be paid by the Plan.  For both 2010 and 2009, trustee fees associated with the Eastman Stock Fund and the Eastman ESOP Fund were paid with assets of those individual funds.  Brokerage fees, transfer taxes, investment fees and other expenses incidental to the purchase and sale of securities and investments shall be included in the cost of such securities or investments or deducted from the sales proceeds, as the case may be.  Administration fees for notes receivable from participants are deducted quarterly from the accounts of participants with outstanding notes receivable balances.  Notes receivable from participants origination fees are deducted from the participants account at the inception of the note receivable.  For 2010 and 2009, the Company paid all other expenses of the Plan related to plan oversight and administration, including audit fees.
 
14.  
RELATED PARTIES

Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company, ("FMTC").  FMTC is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions, which are exempt from prohibited transaction rules.  The Plan also invests in the common stock of the Plan Sponsor as well as notes receivable from Plan participants, both of which qualify as parties-in-interest to the Plan and are exempt from prohibited transaction rules.

15.  
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

(Dollars in thousands)
 
December 31,
2010
 
December 31,
2009
         
Investments at fair value(1)
$
1,689,689
$
1,489,767
Notes receivable from participants
 
37,063
 
32,779
Adjustment from fair value to contract value for full benefit-responsive investment contracts
 
(14,577)
 
(4,862)
Total investments per Form 5500
$
1,712,175
$
1,517,684

(1)  Investments for 2009 have been adjusted to remove the participants' loans which are now reflected as "Notes Receivable from Participants"

18

 



 







 






Supplemental Schedule
 
 
 
 
 
 
 
 
 
 
 
 





19

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)

(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
*
Eastman Chemical Company
Common stock, Participant directed, 5,074 shares
**
96,403
*
Eastman Chemical Company
Common stock,  Non Participant directed, 5,865 shares
69,727
116,198
 
Subtotal - Common Stock
   
212,601
*
Fidelity Management Trust Company
Interest Bearing Cash, Participant directed
**
1,335
*
Fidelity Management Trust Company
Interest Bearing Cash, Non Participant directed
727
727
 
Subtotal – Cash
   
2,062
*
Fidelity Fund K
Registered Investment Company, 1,099 shares
**
35,338
*
Fidelity Puritan Fund K
Registered Investment Company, 2,787 shares
**
49,910
*
Fidelity Magellan® Fund K
Registered Investment Company, 876 shares
**
62,691
*
Fidelity Contrafund K
Registered Investment Company, 1,858 shares
**
125,766
*
Fidelity Spartan 500 Index Portfolio
Registered Investment Company, 820 shares
**
36,463
*
Fidelity International Discovery Fund K
Registered Investment Company, 1,369 shares
**
45,121
*
Fidelity Blue Chip Growth Fund K
Registered Investment Company, 442 shares
**
20,055
*
Fidelity Freedom Income Fund
Registered Investment Company, 229 shares
**
2,619
*
Fidelity Freedom K 2000 Fund
Registered Investment Company, 146 shares
**
1,692
*
Fidelity Freedom K 2005 Fund
Registered Investment Company, 23 shares
**
285
*
Fidelity Freedom K 2010 Fund
Registered Investment Company, 898 shares
**
11,388
*
Fidelity Freedom K 2015 Fund
Registered Investment Company, 634 shares
**
8,061
*
Fidelity Freedom K 2020 Fund
Registered Investment Company, 1,890 shares
**
24,923
*
Fidelity Freedom K 2025 Fund
Registered Investment Company, 669 shares
**
8,971
*
Fidelity Freedom K 2030 Fund
Registered Investment Company, 1,359 shares
**
18,489
*
Fidelity Freedom K 2035 Fund
Registered Investment Company, 211 shares
**
2,914
*
Fidelity Freedom K 2040 Fund
Registered Investment Company, 652 shares
**
9,034
*
Fidelity Freedom K 2045 Fund
Registered Investment Company, 174 shares
**
2,430
*
Fidelity Freedom K 2050 Fund
Registered Investment Company, 250 shares
**
3,502
*
Fidelity Retirement Money Market
Registered Investment Company, 20 shares
**
19
*
Fidelity Spartan Extended Market Index Portfolio
Registered Investment Company, 501 shares
**
19,113
*
Fidelity Spartan International Index Fund
Registered Investment Company, 319 shares
**
11,231
*
Clipper Fund
Registered Investment Company, 185 shares
**
11,474
*
PIMCO Total Return Institutional Class
Registered Investment Company, 8,388 shares
**
91,010
*
Franklin Small Mid Cap Growth Fund
Registered Investment Company, 781 shares
**
30,010
*
WFA Small Cap Val Inst
Registered Investment Company, 1,175 shares
**
38,313
*
TCW Select Equity I
Registered Investment Company, 220 shares
**
3,814
*
Neuberger and Berman Genesis Instl Cl
Registered Investment Company, 1,391 shares
**
63,918
*
Templeton Foreign Fund
Registered Investment Company, 2,395 shares
**
16,552
 
Sub-total Mutual Funds
   
755,106


20

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Fidelity short term cash fund
Cash
**
3,383
 
AT&T Inc
Corporate Bond 2.5% 8/15/15
**
1,843
 
Abbey National
Corporate Bond 3.875% 11/10/14 144A
**
1,525
 
Alabama Power
Corporate Bond 4.85% 12/15/12
**
662
 
ALLYA2010-1 A3
Mortgage backed security 1.45% 5/14
**
845
 
ALLYA 10-4 A3 ABS
Mortgage backed security .91% 11/17/14
**
944
 
American Express CC
Corporate Bond 2.75% 9/15/15
**
1,290
 
American Express FDIC
Corporate Bond 3.15% 12/09/11
**
514
 
American Honda
Corporate Bond 2.375% 3/13 144A
**
307
 
American Honda
Corporate Bond 2.5% 9/21/15 144A
**
647
 
Americredit Prime Automobile Receivable  APART 2007-1 B
Mortgage backed security 5.35% 9/13
**
269
 
Americredit Prime Automobile Receivable  APART 2007-1 C
Mortgage backed security 5.43% 2/14
**
166
 
Americredit Prime Automobile Receivable APART 07-2M A3A
Mortgage backed security 5.22% 4/10
**
350
 
BHP Billiton
Corporate Bond 5.125% 3/29/12
**
1,352
 
BP Capital Markets
Corporate Bond 3.125% 3/12
**
926
 
BMWLT 2010-1 A3
Mortgage backed security 1.18% 4/13
**
880
 
BNP Paribas
Corporate Bond 2.125% 12/21/12
**
427
 
BNP Paribas Mtn
Corporate Bond 3.25% 3/11/15
**
612
 
Baltimore G&E
Corporate Bond 6.125% 7/01/13
**
550
 
Bank of America Commercial Mortgage  BACM 2003-2 A2
Mortgage backed security 4.342% 3/41
**
162
 
Bank of America Commercial Mortgage  BACM 2005-3 XP
Interest Only Strip CSTR 7/43
**
58
 
Bank of America Commercial Mortgage  BACM 2004-4 A5
Mortgage backed security 4.576% 7/42
**
511
 
Bank of America Commercial Mortgage  BACM 2006-5 A1
Mortgage backed security 5.185% 9/47
**
14
 
Bank of America FDIC
Corporate Bond 3.125% 6/15/12
**
427
 
Bank of America FDIC GTD MTN
Corporate Bond 2.1% 4/30/12
**
1,042
 
Bank America
Corporate Bond 4.5% 4/1/15
**
1,521
 
Bank America FDG
Corporate Bond 3.7% 9/1/15
**
1,964
 
BAAT 2010-2 A3
Mortgage backed security 2.4% 7/14
**
1,079
 
BMONT Q
Corporate Bond 2.125% 6/28/13
**
1,272
 
Bank NY Mellon GLB
Corporate Bond 4.95 11/12
**
427
 
Bank of New York MTN
Corporate Bond 4.3% 5/15/14
**
617
 
Bank of NOVA SC
Corporate Bond 2.05% 10/07/15
**
3,078
 
Barclays MTN
Corporate Bond 2.5% 1/23/13
**
1,623
 
Bayview Commercial Asset Trust   BAYC 2004-2 A
Mortgage backed security 1ML+43 8/34
**
118
 
Bayview Commercial Asset Trust   BAYC 2004-2 M1
Mortgage backed security 1ML+58 8/34
**
39
 
Bayview Commercial Asset Trust  BAYC 2004-3 M1
Mortgage backed security 1ML+50 1/35
**
31

21

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Bayview Commercial Asset Trust    BAYC 2004-3 M2
Mortgage backed security 1ML+100 1/35
**
20
 
Bear Stearns Commercial Mortgage  BSCMS 2004-PWR5 A2
Mortgage backed security 4.254 7/42
**
108
 
Bear Stearns Commercial Mortgage   BSCMS 2007-PW15 A1
Mortgage backed security 5.016% 2/44
**
26
 
BERK HATH INC
Corporate Bond 2.125% 2/11/13
**
1,266
 
Brazos Higher Education Authority  BRHEA 2006-A A2R
Mortgage backed security 3ML+75 12/41
**
555
 
Commercial Mortgage Pass-Through  COMM 2005-C6 XP
Interest Only Strip CSTR 6/44
**
35
 
CPS Auto Trust   CPS 2007-C A3
Mortgage backed security 5.43% 5/12 144A
**
1
 
CIBC
Corporate Bond 1.45% 9/13/13
**
575
 
Canadian IMP BK
Corporate Bond 2.35% 12/11/15
**
558
 
Capital Auto Receivables Asset    CARAT 2007-1 B
Mortgage backed security 5.15% 9/12
**
495
 
Capital One Multi-Asset Execution Trust  COMET 2008-A3 A3
Mortgage backed security 5.05% 2/16
**
434
 
Capital One Prime Auto Receivables   COPAR 2007-1 B1
Mortgage backed security 5.76% 12/13
**
464
 
CARGILL INC
Corporate Bond 6.375% 6/12 144A
**
2,304
 
Caterpillar FIN SVC MTN
Corporate Bond 2% 4/13
**
505
 
Caterpillar FIN 2.75% 6/24/15
Corporate Bond  2.75% 6/24/15
**
341
 
Cendant Timeshare Receivables    CDTIM 2005-1A A1
Mortgage backed security 4.67% 5/17
**
54
 
Chase Issuance Trust       CHAIT 2007-A17 A
Mortgage backed security 5.12% 10/14
**
1,647
 
Chase Issuance Trust       CHAIT 2008-A4 A4
Mortgage backed security 4.65% 3/15
**
1,380
 
Chase Issuance Trust       CHAIT 2008-A9 A9
Mortgage backed security 4.3% 5/13
**
680
 
CFAST 2010-A A3
Mortgage backed security .91% 8/13
**
669
 
Citigroup
Corporate Bond 5% 9/15/14
**
325
 
Citigroup Inc
Corporate Bond 5.3% 10/17/12
**
2,033
 
Citigroup Inc
Corporate Bond 6.5% 8/13 SNR DT
**
2,188
 
Citigroup Inc
Corporate Bond 4.75% 5/19/15
**
1,065
 
Citibank Credit Card Issuance   CCCIT 2006-A4 A4
Mortgage backed security 5.45% 5/13
**
615
 
Citibank Credit Card Issuance   CCCIT 2008-A5 A5
Mortgage backed security 4.85% 4/15
**
763
 
Citigroup Funding Inc FDIC
Corporate Bond 1.875% 10/22/12
**
2,436
 
Citigroup Funding Inc FDIC
Corporate Bond 1.875% 11/15/12
**
2,066
 
CITIBANK FDIC MTN
Corporate Bond 1.875 6/4/12
**
1,243
 
Coca-Cola Co
Corporate Bond 1.5% 11/15/15
**
971
 
Coca-Cola Ent
Corporate Bond 1.125% 11/12/13
**
717

22

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Comerica Inc
Corporate Bond 3% 9/16/15
**
75
 
Greenwich Capital Commercial Funding Corp  GCCFC 2006-GG7 A1 CSTR
Mortgage backed security CSTR 7/38
**
968
 
Greenwich Capital Commercial Funding Corp  GCCFC 2007-GG11 XP
Interest Only Strip .48% 12/49
**
351
 
Commonwealth Bank of Australia MTN
Corporate Bond 2.9 9/17/14 144A
**
3,043
 
CON Edison NY
Corporate Bond 5.55 4/1/14
**
714
 
Covidien Int GLB
Corporate Bond 5.45% 10/12
**
425
 
Covidien Intl
Corporate Bond 1.875% 6/15/13
**
628
 
Credit Suisse NY
Corporate Bond 5% 5/15/13
**
3,898
 
CS First Boston Mortgage Security    CSFB 2003-C4 A3
Mortgage backed security CSTR 8/36
**
159
 
CS First Boston Mortgage Security    CSFB 2004-C1 A3
Mortgage backed security 4.321% 1/37
**
216
 
Credit Suisse Mortgage Capital           CSMC 2007-C1 A1
Mortgage backed security 5.227% 2/40
**
36
 
Credit Suisse Mortgage Capital           CSMC 2007-C2 A1
Mortgage backed security 5.237% 1/49
**
10
 
CS First Boston Mortgage Security    CSFB 2005-C4 ASP
Interest Only Strip CSTR 8/38
**
85
 
Credit Suisse NY MTN
Corporate Bond 3.5% 3/23/15
**
620
 
DBS Bank Ltd
Corporate Bond 5.125/VAR 5/17 144A
**
1,739
 
Daimler Chrysler
Corporate Bond 6.5% 11/15/13
**
964
 
Daimler Chrysler Auto Trust      DCAT 2006-C B
Mortgage backed security 5.11% 4/13
**
848
 
Deere J Cap Mtn
Corporate Bond 1.875% 6/17/13
**
628
 
John Deere Cap
Corporate Bond 2.95% 3/9/15
**
308
 
Deutsche BK AG 2.375% 1/11/13
Corporate Bond 2.375% 1/11/13
**
975
 
Deutsche TEL 5.375% 3/23/11
Corporate Bond 5.375% 3/23/11
**
277
 
Diageo Capital GLB
Corporate Bond 5.2 1/30/13
**
699
 
Dominion Resources
Corporate Bond 2.25% 9/1/15
**
418
 
EDP Finance BV
Corporate Bond 5.375 11/12 144A
**
1,175
 
ERP Operating LP
ERP OPERAT LP 5.5% 10/1/12
**
355
 
Enel Finance International
Corporate Bond 5.7% 1/15/13 144A
**
736
 
Freddie Mac
FHLG 15YR  5.00%  5/14 #E76434
**
9
 
Freddie Mac
FHLG 15YR  5.00%  6/14 #E77224
**
27
 
Freddie Mac
FHLM ARM  4.889%  3/33 #847126
**
5
 
Freddie Mac
FHLG 15YR  4.50%  8/18 #E98688
**
992
 
Freddie Mac
FHLG 15YR  4.50%  9/18 #E99205
**
294
 
Freddie Mac
FHLG 15YR  4.50% 10/18 #E99833
**
462
 
Freddie Mac
FHLM ARM   4.69% 11/35 #1B2428
**
284
 
Freddie Mac
FHLM ARM   3.53%  4/40 #1B4657
**
448
 
Freddie Mac
FHLM ARM   3.58%  4/40 #1B4702
**
405
 
Freddie Mac
FHLM ARM   4.68%  1/36 #847584
**
79
 
Freddie Mac
FHLM ARM   4.305  6/35 #848083
**
53
 
Freddie Mac
FHLM ARM   3.88%  1/35 #848084
**
73

23

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)


(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Freddie Mac
FHLM ARM  4.542%  4/35 #848085
**
173
 
Freddie Mac
FHLM ARM  4.482%  4/35 #848088
**
1,498
 
Freddie Mac
FHLM ARM  4.485%  1/35 #848089
**
40
 
Freddie Mac
FHLM ARM  4.277%  2/35 #848090
**
262
 
Freddie Mac
FHLM ARM  5.084%  8/35 #1J0005
**
67
 
Freddie Mac
FHLG 15YR  5.00%  6/24 #G13598
**
1,539
 
Freddie Mac
FHLM ARM  4.941% 11/35 #1J1228
**
218
 
Freddie Mac
FHLM ARM   5.26%  1/36 #1J1274
**
185
 
Freddie Mac
FHLM ARM   4.93%  9/35 #1K1215
**
231
 
Freddie Mac
FHLM ARM   5.78% 10/35 #1N0063
**
31
 
Freddie Mac
FHLM ARM   5.62% 12/35 #1N0117
**
286
 
Freddie Mac
FHLM ARM 5.34% 6/35 #1L0097
**
118
 
Freddie Mac
FHLG 15YR  4.50% 11/18 #B10931
**
253
 
Freddie Mac
FHLM ARM  4.199%  8/36 #848185
**
300
 
Freddie Mac
FHLM ARM  4.571%  3/35 #848186
**
285
 
Freddie Mac
FHLB 1.625% 11/21/12
**
2,065
 
Freddie Mac
FHLB 1.125% 5/18/12
**
2,101
 
Freddie Mac
FHLB 0.875% 12/27/13
**
699
 
Freddie Mac
FHLMC 4.5% 1/15/14
**
1,085
 
Fannie Mae
FNMA 4.625% 10/15/13
**
744
 
Freddie Mac
FHLMC 4.125% 12/21/12
**
478
 
Freddie Mac
FHLMC 2.125% 3/23/12
**
267
 
Freddie Mac
FHLMC 1.75% 6/15/12
**
1,871
 
Freddie Mac
FHLMC 1.125% 7/27/12
**
2,935
 
Freddie Mac
FHLMC 1.75% 9/10/15
**
635
 
Freddie Mac
FHLMC .375% 11/30/12
**
1,439
 
Freddie Mac
FHLMC .625% 12/28/12
**
9,328
 
Fannie Mae
FNMA 15YR  7.00%  1/13 #251428
**
1
 
Fannie Mae
FNMA 15YR  6.50% 11/13 #323755
**
66
 
Fannie Mae
FNMA 15YR  7.00%  8/14 #323877
**
16
 
Fannie Mae
FNMA 15YR  6.50%  9/14 #514373
**
1
 
Fannie Mae
FNMA 15YR  6.50% 10/13 #535234
**
117
 
Fannie Mae
FNMA 15YR  7.00%  6/16 #545122
**
7
 
Fannie Mae
FNMA 15YR  7.00%  2/16 #569915
**
20
 
Fannie Mae
FNMA 15YR  6.00% 10/16 #589129
**
15
 
Fannie Mae
FNMA 15YR  7.00%  8/16 #599602
**
60
 
Fannie Mae
FNMA 15YR  7.00%  4/17 #636135
**
105
 
Fannie Mae
FNMA 15YR  6.50%  4/17 #637244
**
86
 
Fannie Mae
FNMA 15YR  6.00% 11/17 #671380
**
84
 
Fannie Mae
FNMA 15YR  6.00% 11/17 #672789
**
22
 
Fannie Mae
FNMA 15YR  6.00% 12/17 #673965
**
39
 
Fannie Mae
FNR 2004-3 HA 4% 7/17
**
195
 
Fannie Mae
FNR 2004-15 AB 4% 9/17
**
129
 
Fannie Mae
FHR 2866 XE 4 12/18
**
808
 
Fannie Mae
FHR 2915 DC 4.5% 3/19
**
544
 
Fannie Mae
FNR 2008-95 AD 4.5% 12/23
**
1,615
 
Fannie Mae
FNMA 4.75% 11/19/12
**
2,286
 
Fannie Mae
FNMA 1% 4/4/12
**
1,594


24

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Fannie Mae
FNMA 1.125% 7/30/12
**
598
 
Fannie Mae
FNMA 2.75% 3/13/14
**
4,039
 
Fannie Mae
FNMA 2.5% 5/15/14
**
614
 
Fannie Mae
FNMA 1.25% 8/20/13
**
1,335
 
Fannie Mae
FNMA 1% 9/23/13
**
4,195
 
Fannie Mae
FNMA .5% 10/30/12
**
2,545
 
Fannie Mae
FNMA 0.75% 12/18/13
**
1,275
 
Fannie Mae
FNMA .375% 12/28/12
**
5,475
 
Fannie Mae
FHR 3555 CM 4% 12/14
**
2,866
 
Fannie Mae
FHR 3555 KH 4% 12/14
**
3,106
 
Fannie Mae
FHR 3560 LA 2% 8/14
**
633
 
Fannie Mae
FHR 3573 LC 1.85% 8/14
**
989
 
Fannie Mae
FNR 2010-123 DL 3.5% 11/25
**
670
 
Fannie Mae
FNR 2010-143 B 3.5% 12/25
**
1,053
 
Fannie Mae
FNMA 15YR  6.00%  2/18 #684153
**
8
 
Fannie Mae
FNMA 15YR  7.00%  2/18 #693327
**
175
 
Fannie Mae
FNMA ARM 4.801% 2/33 #695019
**
32
 
Fannie Mae
FNMA ARM 3.984% 5/33 #703915
**
7
 
Fannie Mae
FNMA 15YR  4.50% 11/18 #725857
**
200
 
Fannie Mae
FNMA 15YR  4.00%  8/18 #727438
**
652
 
Fannie Mae
FNMA 15YR  4.50%  8/18 #730721
**
140
 
Fannie Mae
FNMA ARM   4.68% 11/34 #735011
**
199
 
Fannie Mae
FNMA 15YR  4.50%  6/19 #745278
**
488
 
Fannie Mae
FNMA 15YR  4.50%  7/20 #745874
**
264
 
Fannie Mae
FNMA ARM  5.541% 11/36 #745972
**
207
 
Fannie Mae
FNMA ARM 3.753% 10/33 #746320
**
42
 
Fannie Mae
FNMA ARM 4.358% 10/33 #754672
**
14
 
Fannie Mae
FNMA ARM 3.752% 10/33 #755148
**
32
 
Fannie Mae
FNMA ARM 5.05% 7/34 #801635
**
17
 
Fannie Mae
FNMA ARM   4.53% 12/34 #802852
**
220
 
Fannie Mae
FNMA ARM 4.293% 3/35 #815586
**
15
 
Fannie Mae
FNMA ARM   4.75%  5/35 #815626
**
54
 
Fannie Mae
FNMA ARM   5.12%  6/35 #823810
**
64
 
Fannie Mae
FNMA ARM   4.58%  7/35 #826362
**
409
 
Fannie Mae
FNMA ARM  5.344%  7/35 #834917
**
13
 
Fannie Mae
FNMA ARM  4.198% 11/34 #841068
**
1,280
 
Fannie Mae
FNMA ARM  5.349% 12/34 #843013
**
31
 
Fannie Mae
FNMA ARM   5.280% 3/35 #843014
**
18
 
Fannie Mae
FNMA ARM  4.893% 10/35 #847787
**
50
 
Fannie Mae
FNMA ARM   6.25%  6/36 #886983
**
22
 
Fannie Mae
FNMA 15YR  4.50%  7/20 #888653
**
233
 
Fannie Mae
FNMA ARM   4.21%  5/35 #889946
**
340
 
Fannie Mae
FNMA ARM   4.59%  7/35 #995016
**
219
 
Fannie Mae
FNMA ARM   4.30%  2/35 #995017
**
386
 
Fannie Mae
FNMA ARM  4.898%  5/35 #995272
**
35

25

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Fannie Mae
FNMA ARM  4.58%  7/35 #995273
**
145
 
Fannie Mae
FNMA ARM  4.765% 1/34 #995274
**
10
 
Fannie Mae
FNMA ARM 4.53% 10/35 #995414
**
325
 
Fannie Mae
FNMA ARM 4.55% 10/35 #995415
**
938
 
Fannie Mae
FNMA ARM 4.512% 12/36 #995606
**
317
 
Fannie Mae
FNMA ARM 4.545% 12/36 #995607
**
208
 
Fannie Mae
FNMA ARM 5.075% 7/34 #995609
**
147
 
Fannie Mae
FNMA ARM   3.92%  2/39 #AC0036
**
1,206
 
Fannie Mae
FNMA ARM   3.20%  1/40 #AC0599
**
610
 
Fannie Mae
FNMA ARM   3.34%  1/40 #AC8886
**
938
 
Fannie Mae
FNMA ARM   4.285%  7/33#AD0066
**
575
 
Fannie Mae
FNMA 15YR  4.50%  8/24 #AD0117
**
4,172
 
Fannie Mae
FNMA ARM   4.82%  2/36 #AD0175
**
82
 
Fannie Mae
FNMA ARM    4.49% 4/35 #AD0176
**
729
 
Fannie Mae
FNMA ARM   3.32% 9/34 #AD0177
**
76
 
Fannie Mae
FNMA ARM   2.94% 8/35  #AD0710
**
65
 
Fannie Mae
FNMA ARM   4.38% 10/37 #AD0713
**
390
 
Fannie Mae
FNMA ARM   3.60%  3/40 #AD1555
**
697
 
Fannie Mae
FNMA 15YR  3.50% 12/25 #AE0368
**
13,030
 
Fidelity
FID INST CASH PORT: MM FUND CLASS I SHS F/N/A
**
94,333
 
Ford Credit Auto Owner Trust      FORDO 2006-B B
Mortgage backed security 5.43% 2/12
**
712
 
Ford Credit Auto Owner Trust      FORDO 2006-B C
Mortgage backed security 5.67% 6/12
**
638
 
Ford Credit Auto Owner Trust      FORDO 2006-C B
Mortgage backed security 5.3% 6/12
**
369
 
Ford Credit Auto Owner Trust      FORDO 2007-A B
Mortgage backed security 5.6% 10/12
**
219
 
Ford Credit Auto Owner Trust      FORDO 2009-B A3
Mortgage backed security 2.79 8/13 TALF
**
673
 
Ford Credit Auto Owner Trust      FORDO 2009-C A4
Mortgage backed security 4.43% 11/14
**
533
 
Ford Credit Auto Owner Trust      FORDO 2009-D A3
Mortgage backed security 2.17% 10/13
**
304
 
Ford Credit Auto Owner Trust      FORDO 2009-E A3
Mortgage backed security 1.51% 1/14
**
706
 
Ford Credit Auto Owner Trust      FORDO 2010-B A3
Mortgage backed security 0.98% 10/14
**
572
 
France Tele MTN
Corporate Bond 4.375% 7/14 DT
**
793
 
France Telecom
Corporate Bond 2.125% 9/16/15
**
211
 
Franklin Auto Trust                  FRNK 2006-1 A4
Mortgage backed security 5.03% 7/14
**
53
 
Franklin Auto Trust                  FRNK 2006-1 B1
Mortgage backed security 5.14% 7/14
**
136
 
Franklin Auto Trust                  FRNK 2007-1 B
Mortgage backed security 5.13% 2/15
**
517
 
GE Capital Credit Card Master   GEMNT 2009-3 A
Mortgage backed security 2.54% 9/14
**
1,560
 
GE Capital Credit Card Master
GECMC 2007-C1 XP
Interest Only Strip CSTR 12/49
**
118


26

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 

(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
GE Commercial Mortgage Security
GMACC 2004-C2 A2
Mortgage backed security CSTR 8/38
**
864
 
GE Capital Credit Card Master    GMACC 2005-C1 X2
Interest Only Strip CSTR CSTR 5/43
**
30
 
General Motors Acceptance Corporation INC FDIC
Corporate Bond 1.75% 10/30/12
**
1,562
 
GS Mortgage Securities Corporation      GSMS 2005-GG4 A3
Mortgage backed security 4.607 7/39
**
418
 
GS Mortgage Securities Corporation      GSMS 2006-GG6 A2
Mortgage backed security 5.506% 4/38
**
330
 
GS Mortgage Securities Corporation      GSMS 2006-GG8 A2
Mortgage backed security 5.479 11/39
**
378
 
GCO Slims Trust           GCOSL 2006-1A NOTE
Mortgage backed security 5.72% 3/22
**
242
 
General Electric Capital Corp
Corporate Bond 3.5% 8/12
**
3,915
 
General Electric Capital Corp MTN
Corporate Bond 2.8% 1/08/13
**
340
 
General Electric Capital Corp MTN
Corporate Bond 3.5% 6/28/15
**
318
 
General Electric MTN
Corporate Bond 1.875% 9/13
**
784
 
General Electric Capital Corp
Corporate Bond 2.25% 11/9/15
**
500
 
General Electric Capital Corp FDIC
Corporate Bond 3% 12/09/11
**
1,775
 
General Electric Capital Corp FDIC MTN
Corporate Bond 2.625 12/28/12
**
1,815
 
General Electric Capital Corp FDIC GMTN
Corporate Bond 2% 9/28/12
**
893
 
Glaxosmith Kline
Corporate Bond 4.85% 5/15/13
**
396
 
Goldman Sachs MTN
Corporate Bond 3.7% 8/1/15
**
1,002
 
Goldman Sachs
Corporate Bond 4.75% 7/15/13 DT
**
477
 
Goldman FDIC
Corporate Bond 3.25% 6/15/12
**
206
 
Goldman SA FDIC
Corporate Bond 2.15% 3/12
**
513
 
GS Auto Loan Trust     GSALT 2007-1 B
Mortgage backed security 5.53% 12/14
**
51
 
HSBC USA FDIC
Corporate Bond 3.125% 12/16/11
**
488
 
Honda Auto Receivables Owner Trust  HAROT 2010-1 A4
Mortgage backed security 1.98% 5/23/16
**
254
 
Honda Auto Receivables Owner Trust  HAROT 2010-2 A3
Mortgage backed security 1.34% 3/14
**
726
 
Honda Auto Receivables Owner Trust  HAROT 2009-3 A3
Mortgage backed security 2.31% 5/13
**
483
 
Honda Auto Receivables Owner Trust  HAROT 2010-3 A3
Mortgage backed security.7% 5/13
**
1,334
 
Household Automotive Trust    HAT 2007-1 A4
Mortgage backed security 5.33% 11/13
**
672
 
Hyundai Auto Receivables Trust  HART 2009-A A3
Mortgage backed security 2.03% 8/13
**
344
 
ING BANK MTN
Corporate Bond 2.65% 1/13 144A
**
967
 
JP Morgan Chase
Synthetic GIC – 2.411%
**
230
 
JP Morgan Chase MTN
Corporate Bond 1.65% 9/30/13
**
472
 
JPMorgan Chase Company MTN
Corporate Bond 4.65% 6/14
**
2,754
 
JPMorgan Chase Company
Corporate Bond 3.4% 6/24/15
**
1,010
 
JPMorgan Chase Company  JPMCC 2004-CBX X2
Interest Only Strip CSTR 1/37
**
51
 
JP Morgan Chase Commercial Mortgage    JPMCC 2004-C3 A2
Mortgage backed security 4.223% 1/42
**
399
 
JP Morgan Chase Commercial Mortgage    JPMCC 2005-LDP2 A3
Mortgage backed security 4.697 7/42
**
679


27

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 

(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
JP Morgan Chase Commercial Mortgage     JPMCC 2005-LDP4 X2
Interest Only Strip CSTR 10/42
**
124
 
JP Morgan Chase Commercial Mortgage    JPMCC 2006-LDP7 A2
Mortgage backed security CSTR 4/45
**
290
 
JP Morgan Chase Commercial Mortgage    JPMCC 2006-LDP9 A1
Mortgage backed security CSTR 5/47
**
135
 
JP Morgan Chase Commercial Mortgage    JPMCC 07-LDP10 A-1
Mortgage backed security 5.122% 1/49
**
38
 
Jackson National
Corporate Bond 5.375% 5/8/13 144
**
522
 
JP Morgan Auto Receivables Trust  JPMRT 2006-A A4
Mortgage backed security 5.14% 12/14
**
207
 
JP Morgan FDIC
Corporate Bond 3.125 12/1/11 DT
**
911
 
LB-UBS Commercial Mortgage Trust    LBUBS 2007-C1 A1
Mortgage backed security CSTR 2/40
**
99
 
LB-UBS Commercial Mortgage Trust    LBUBS 2000-C5 A2
Mortgage backed security 6.51% 12/26
**
2
 
LB-UBS Commercial Mortgage Trust    LBUBS 2004-C8 XCP
Interest Only Strip CSTR 12/39
**
9
 
LB-UBS Commercial Mortgage Trust    LBUBS 2004-C2 A3
Mortgage backed security 3.973% 3/29
**
731
 
LB-UBS Commercial Mortgage Trust    LBUBS 2005-C1 AAB
Mortgage backed security CSTR 2/30
**
506
 
LB-UBS Commercial Mortgage Trust    LBUBS 2005-C5 XCP
Interest Only Strip CSTR 9/40
**
210
 
LB-UBS Commercial Mortgage Trust    LBUBS 2005-C7 XCP
Interest Only Strip CSTR 11/40
**
97
 
LB-UBS Commercial Mortgage Trust    LBUBS 2006-C3 A1
Mortgage backed security 5.478 3/32
**
9
 
Long Beach Auto Receivables Trust    LBART 2006-B A4
Mortgage backed security 5.18% 9/13
**
279
 
Merrill Lynch/Countrywide Commercial   MLCFC 2007-6 A1
Mortgage backed security 5.175% 3/51
**
75
 
Manufacturers & Traders Trust Co
Corporate Bond 3.85/VAR 4/1/13
**
1,489
 
Marriott Vacation Club Owner Trust  MVCOT 2005-2 A
Mortgage backed security 4.6% 10/27
**
149
 
Marriott Vacation Club Owner Trust  MVCOT 2006-2A A
Mortgage backed security 5.417% 10/28
**
124
 
Marriott Vacation Club Owner Trust    MVCOT 2006-2A B
Mortgage backed security 5.467% 10/28
**
29
 
Marriott Vacation Club Owner Trust   MVCOT 2006-2A C
Mortgage backed security 5.766% 10/28
**
13
 
MassMutual GL
Corporate Bond 3.625% 7/12 144A
**
421
 
Merck and Company Inc
Corporate Bond 2.15% 1/15/16
**
672
 
Mercedes-Benz Auto Receivables Trust     MBART 2009-1 A3
Mortgage backed security 1% 1/15/14
**
485
 
Merrill Lynch & Co
Corporate Bond 5.45% 2/05/13
**
859
 
Merrill Lynch & Co
Corporate Bond 5.45% 7/15/14
**
1,263
 
Merrill Lynch Mortgage Trust   MLMT 2004-MKB1 A2
Mortgage backed security 4.353% 2/42
**
1,062
 
Merrill Lynch Mortgage Trust   MLMT 2004-KEY2 A2
Mortgage backed security 4.166% 8/39
**
474
 
Merrill Lynch Mortgage Trust   MLMT 2005-MKB2 XP
Interest Only Strip CSTR 9/42
**
12


28

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)
 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
Met Life GBL
Corporate Bond 2.875 9/17/12 144
**
1,176
 
Met Life GLBL
Corporate Bond 2.5 9/29/15 144A
**
1,865
 
Midamerican Energy Co.
Corporate Bond 5.65% 7/15/12
**
1,209
 
Monumental Global
Corporate Bond 5.5% 4/13 144A
**
237
 
Morgan Stanley Capital   MSC 2004-HQ4 X2
Interest Only Strip CSTR 4/40
**
26
 
Morgan Stanley
Corporate Bond 6% 5/13/14
**
1,361
 
Morgan Stanley
Corporate Bond 4.1% 1/26/15
**
2,157
 
Morgan Stanley
Corporate Bond 3.45% 11/2/15
**
196
 
Morgan Stanley Capital    MSC 2007-HQ11 A1
Mortgage backed security 5.246% 2/44
**
109
 
Morgan Stanley FDIC
Corporate Bond 3.25% 12/1/11
**
1,265
 
Monumental Life Insurance Co
Synthetic GIC – 2.351%
**
230
 
National Australia Bank
Corporate Bond 5.35% 6/12/13 144
**
271
 
National Australia Bank
Corporate Bond 2.35 11/16/12 144A
**
1,488
 
Natixis
Synthetic GIC – 2.371%
**
230
 
NY Life
Corporate Bond 2.25% 12/14/12 144A
**
943
 
NY Life Global
Corporate Bond 4.65% 5/9/13 144A
**
1,104
 
Nissan Auto Lease Trust    NALT 2009-B A3
Mortgage backed security 1 1/15
**
705
 
Nissan Auto Lease Trust    NALT 2010-B A3
Mortgage backed security 1% 12/15/13
**
629
 
Nissan Auto Lease Trust    NALT 2010-A A2
Mortgage backed security 1.1% 3/13
**
511
 
Nordea Bank AG
Corporate Bond 1.75 10/4/13 144A
**
1,009
 
Northern Trust Co
Corporate Bond 5.5% 8/15/13
**
197
 
Northern Trust Co
Corporate Bond 4.625% 5/1/14
**
152
 
Northstar Education Finance   NEF 2005-1 A5
Mortgage backed security 4.74% 10/45
**
583
 
Orix Corp
Corporate Bond 5.48% 11/22/11
**
151
 
Peco Energy
Corporate Bond 5.6% 10/15/13
**
694
 
PNC Funding MTN
Corporate Bond 3.625% 2/8/15
**
725
 
PNC Funding Corp MTN
Corporate Bond 3% 5/19/14
**
879
 
Pacific Gas & Electric
Corporate Bond 6.25% 12/13
**
552
 
PepsiCo Inc
Corporate Bond 7.9% 11/01/18
**
847
 
Philip Morris
Corporate Bond 4.875% 5/16/13
**
283
 
Prime Property Funding
Corporate Bond 5.6% 6/15/11
**
538
 
Proctor & Gamble
Corporate Bond 1.8% 11/15/15
**
658
 
Public Service Electric & Gas Co
Corporate Bond 2.7% 5/01/15
**
518
 
Rabobank Nederland
Corporate Bond 2.65% 8/12 144A
**
2,647
 
Ras Laffan Yank
Yankee Dollar 8.294 3/15/14 144A
**
446
 
Royal Bank of Canada GMTN
Corporate Bond 2.625% 12/15
**
346
 
Royal Bank of Canada
Corporate Bond 1.125 1/15/14
**
1,528
 
Royal Bank of Scotland
Corporate Bond 3.4 08/13 SNR
**
327
 
Royal Bank of Scotland
Corporate Bond 1.5% 3/30/12 144A
**
1,596
 
SBC Communications Glbl
Corporate Bond 5.875% 2/01/12
**
240
 
SBC Communications Glbl
Corporate Bond 5.1 9/15/14
**
343
 
SLM Student Loan Trust    SLMA 2004-A B
Mortgage backed security 3ML+58 6/33
**
105


29

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)

 
(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical Cost
(e)
Current Value
 
SVO VOI Mortgage Corp   SVOVM 2005-A A
Mortgage backed security A 5.25% 2/21
**
162
 
Santander US
Corporate Bond 2.485% 1/13 144A
**
1,145
 
Shell Intl MTN
Corporate Bond 1.875 3/25/13
**
1,316
 
Simon Property Group LP
Corporate Bond 5.3% 5/30/13
**
569
 
Southern Co
Corporate Bond 4.15% 5/14
**
219
 
State Street Bank & Trading Co. Boston
Synthetic GIC – 2.361%
**
232
 
State St Corp
Corporate Bond 4.3% 5/30/14 DT
**
129
 
Lahman Large Loan LLL 1997-LLI D
Mortgage backed security 7.15 10/34
**
219
 
Svenska MTN
Corporate Bond 2.875 9/14/12 144A
**
2,231
 
Telefonica Emisiones
Corporate Bond 3.729% 4/27/15
**
939
 
TAOT 2010-A A3
Mortgage backed security 1.27% 12/13
**
322
 
TAOT 2010-B A3
Mortgage backed security 1.04% 2/14
**
372
 
Transcapit
Corporate Bond 5.67% 3/5/14 144A
**
1,133
 
Triad Auto Receivables Owner Trust   TAROT 2006-C A4
Mortgage backed security 5.31% 5/13
**
324
 
USAA Auto Owner Trust     USAOT 2009-1 A4
Mortgage backed security 4.77 9/14
**
445
 
USAA Auto Owner Trust     USAOT 2009-2 A3
Mortgage backed security 1.54% 02/14
**
857
 
US Central Federal CU
Corporate Bond 1.9% 10/19/12
**
953
 
UNCREDIT LUX
Corporate Bond 5.584/VAR 1/13/17
**
1,091
 
Union Bank NA
Corporate Bond 2.125% 12/16/13
**
1,259
 
US Bancorp MTN
Corporate Bond 4.2% 5/15/14
**
955
 
US Bancorp
Corporate Bond 3.15% 3/4/15
**
317
 
US Treasury Note/Bond
USTN 2.75% 10/31/13
**
1,563
 
US Treasury Note/Bond
USTN 2% 11/30/13
**
29,936
 
US Treasury Note/Bond
USTN 1.75% 3/31/14
**
8,069
 
US Treasury Note/Bond
USTN 1.875% 4/30/14
**
6,989
 
US Treasury Note/Bond
USTN 2.625% 7/31/14
**
8,988
 
US Treasury Note/Bond
USTN 2.375% 9/30/14
**
574
 
US Treasury Note/Bond
USTN 2.375%  10/31/14
**
23,903
 
US Treasury Note/Bond
USTN 2.375% 2/28/15
**
13,804
 
US Treasury Note/Bond
USTN 2.5% 3/31/15
**
63,424
 
US Treasury Note/Bond
USTN 2.5% 4/30/15
**
51,641
 
US Treasury Note/Bond
USTN .75% 5/31/12
**
4,468
 
US Treasury Note/Bond
USTN 2.125% 5/31/15
**
15,421
 
US Treasury Note/Bond
USTN 1.875% 6/30/15
**
29,327
 
US Treasury Note/Bond
USTN 1.75% 7/31/15
**
7,047
 
US Treasury Note/Bond
USTN .375% 9/30/12
**
3,565
 
US Treasury Note/Bond
USTN 0.75% 12/15/13
**
48,275
 
Verizon Communications Inc
Corporate Bond 5.25% 4/15/13
**
807
 
Verizon Wireless
Corporate Bond 5.25% 2/1/12
**
613
 
Verizon Wireless
Corporate Bond 3.75% 5/20/11
**
1,484
 
Verizon New York Inc
Corporate Bond 6.875% 4/01/12
**
2,065
 
Vodafone Group PLC
Corporate Bond 5.5% 6/15/11
**
369
 
Vodafone Group PLC
Corporate Bond 4.15% 6/10/14
**
356
 
Volkswagen Auto Lease Trust  VWALT 2009-A A3
Mortgage backed security 3.41% 4/12
**
457


30

Eastman Investment and Employee Stock Ownership Plan
Schedule H, Line 4 (i) – Schedule of Assets (Held at End of Year)
December 31, 2010
(in thousands)

(a)
(b)
 Identity of issue, borrower, lessor, or similar party
(c)
 Description of investment, including maturity date, rate of interest, collateral, par or maturity value
(d)
Historical cost
(e)
Current Value
 
Volkswagen Auto Lease Trust        VWALT 2010-A A3
Mortgage backed security 0.85% 11/13
**
1,347
 
Volkswagen International Finance
Corporate Bond 1.625% 8/12/13 144A
**
529
 
Wachovia Bank Commercial Mortgage Trust    WBCMT 2004-C11 A3
Mortgage backed security 4.719 1/41
**
344
 
Wachovia Bank Commercial Mortgage Trust    WBCMT 2005-C18 XP
Interest Only Strip CSTR 4/42
**
37
 
Wachovia Bank Commercial Mortgage Trust     WBCMT 2004-C15 XP
Interest Only Strip CSTR 10/41
**
1
 
Wachovia Auto Loan Owner Trust     WALOT 2006-1B
Mortgage backed security 5.15% 7/12
**
216
 
Wachovia Auto Loan Owner Trust     WALOT 2006-2 B
Mortgage backed security 5.29% 6/12
**
14
 
Wachovia Auto Loan Owner Trust     WALOT 2006-2 C
Mortgage backed security 5.34% 10/12
**
378
 
Wachovia Auto Loan Owner Trust     WALOT 2007-1 B
Mortgage backed security 5.38% 7/12
**
1,073
 
Wachovia Auto Loan Owner Trust     WALOT 2007-1 C
Mortgage backed security 5.45% 10/12
**
756
 
Wachovia Bank Commercial Mortgage   WBCMT 2007-C30 A1
Mortgage backed security 5.031% 12/43
**
36
 
Wachovia Bank Commercial Mortgage   WBCMT 2007-C30 XP
Interest Only Strip CSTR 12/43
**
268
 
Wachovia Bank Commercial Mortgage   WBCMT 2007-C31A A2
Mortgage backed security 5.421% 4/47
**
796
 
Wal-Mart Stores MTN
Corporate Bond 3.2% 5/14
**
780
 
Wal-Mart Stores
Corporate Bond 2.25% 7/08/15
**
766
 
Wells Fargo
Corporate Bond 3.75% 10/1/14
**
403
 
Wells Fargo
Corporate Bond 3.625% 4/15/15
**
1,073
 
Wells Fargo
Corporate Bond 5.25% 10/23/12
**
351
 
Wells Fargo
Corporate Bond 4.375% 1/31/13
**
1,616
 
Westpac Banking Corp
Corporate Bond 2.1% 8/2/13
**
360
 
Westpac Banking Corp
Corporate Bond 1.85% 12/09/13
**
1,151
 
World Omni Auto Receivables Trust  WOART 2010-A A3
Mortgage backed security 1.34% 12/13
**
443
 
Wyeth
Corporate Bond 5.5% 2/01/14
**
398
 
Yale University MTN
Corporate Bond 2.9% 10/15/14
**
508
 
Sub-total Managed Income Fund
   
702,826
 
Self-Directed Brokerage Account
17,094 Shares
**
17,094
 
Total Assets
   
1,689,689


*   Represents a party-in-interest to the Plan.
** Historical cost is omitted because the investment is participant-directed.


31

 







SIGNATURES

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

Eastman Investment and Employee
Stock Ownership Plan






Date:  June 29, 2011
By: /s/Scott V. King
 
Scott V. King
 
Vice President, Controller and Chief Accounting Officer


32

 

Eastman Investment and Employee Stock Ownership Plan
Exhibit Index


Exhibit
Number
Description
Sequential
Page Number
     
34
     

 

33