Eastman Kodak Company
Annual Report 2019

Eastman Kodak Company 2019 Annual Report on Form 10-K 
and Notice of 2020 Annual Meeting and Proxy Statement

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Eastman Kodak Company 

343 State Street 

Rochester, NY 14650 

www.kodak.com

This document was produced using KODAK INSITE prepress portal software, KODAK PRINERGY workflow software,  

KODAK MAGNUS and TRENDSETTER platesetters, KODAK ELECTRA XD thermal printing plates, KODAK plate developing 

products, KODAK APPROVAL proofsetter and other Kodak printing technologies.

This document was printed using 100% renewable wind energy and soy-based inks.

© 2019 Eastman Kodak Company.  KODAK, INSITE, PRINERGY, MAGNUS, TRENDSETTER, ELECTRA and APPROVAL 

are trademarks.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 10-K 

☒ 

☐ 

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the year ended December 31, 2019 or 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the transition period from _____ to_____ 

Commission File Number 1-87 

EASTMAN KODAK COMPANY 

(Exact name of registrant as specified in its charter) 

NEW JERSEY 

(State of incorporation) 

343 STATE STREET, ROCHESTER, NEW YORK 

(Address of principal executive offices) 

16-0417150 

(IRS Employer Identification No.) 

14650 

(Zip Code) 

Registrant’s telephone number, including area code:  585-724-4000 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class 

Common Stock, $0.01 par value 

Trading Symbols 

KODK 

Name of each exchange on which registered 

New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐    No ☒ 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐    No ☒ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 
the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such 
files).    Yes ☒    No ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 
emerging growth company. 

See definition of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act. 

Large accelerated filer 

Non-accelerated filer 

Emerging growth company 

   

     

   

    Accelerated filer 

    Smaller reporting company 

 

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or 
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐    No ☒ 
The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, 
as of the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2019 was approximately $48 million.  The registrant has 
no non-voting common stock. 

The number of shares outstanding of the registrant's common stock as of March 2, 2020 was 43,578,870 shares of common stock. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
☒ 

☐ 

SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

FORM 10-K 

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the year ended December 31, 2019 or 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the transition period from _____ to_____ 

Commission File Number 1-87 

EASTMAN KODAK COMPANY 
(Exact name of registrant as specified in its charter) 

NEW JERSEY 
(State of incorporation) 

343 STATE STREET, ROCHESTER, NEW YORK 
(Address of principal executive offices) 

16-0417150 
(IRS Employer Identification No.) 

14650 
(Zip Code) 

Registrant’s telephone number, including area code:  585-724-4000 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class 
Common Stock, $0.01 par value 

Trading Symbols 

KODK 

Name of each exchange on which registered 
New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐    No ☒ 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐    No ☒ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 
the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such 
files).    Yes ☒    No ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 
emerging growth company. 

See definition of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act. 

Large accelerated filer 
Non-accelerated filer 

Emerging growth company 

   
     
   

    Accelerated filer 
    Smaller reporting company 

 
  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or 
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐    No ☒ 
The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, 
as of the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2019 was approximately $48 million.  The registrant has 
no non-voting common stock. 

The number of shares outstanding of the registrant's common stock as of March 2, 2020 was 43,578,870 shares of common stock. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eastman Kodak Company 
Form 10-K 
December 31, 2019 

Table of Contents 

Part I 

ITEM 1. 

BUSINESS 

PART I 

Page 

When used in this report, unless otherwise indicated by the context, “we,” “our,” “us,” and “Kodak” refer to the consolidated company on the basis of 

consolidation described in Note 1 to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” of this 

Form 10-K Report.  Also, unless otherwise indicated by the context, “EKC” means the parent company, Eastman Kodak Company (the “Company”). 

Item 1. 
Item 1A. 
Item 1B. 
Item 2. 
Item 3. 
Item 4. 

Item 5. 

Item 6. 
Item 7. 

Item 7A. 
Item 8. 
Item 9. 
Item 9A. 
Item 9B. 

Item 10. 
Item 11. 
Item 12. 
Item 13. 
Item 14. 

Item 15. 

Item 16. 

Business ............................................................................................................................................................................   3 
Risk Factors .......................................................................................................................................................................   8 
Unresolved Staff Comments ..............................................................................................................................................   21 
Properties ..........................................................................................................................................................................   21 
Legal Proceedings .............................................................................................................................................................   22 
Mine Safety Disclosures ....................................................................................................................................................   22 
Information About its Executive Officers ............................................................................................................................   23 

Part II 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 
Securities ...........................................................................................................................................................................  
Selected Financial Data .....................................................................................................................................................   26 
Management's Discussion and Analysis of Financial Condition and Results of Operations .............................................   27 
Liquidity and Capital Resources ........................................................................................................................................   38 
Quantitative and Qualitative Disclosures About Market Risk .............................................................................................   41 
Financial Statements and Supplementary Data ................................................................................................................   42 
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ...........................................   100 
Controls and Procedures ...................................................................................................................................................   100 
Other Information ............................................................................................................................................................   100 

25 

Part III 

Directors, Executive Officers and Corporate Governance .................................................................................................   101 
Executive Compensation ...................................................................................................................................................   101 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...........................   101 
Certain Relationships and Related Transactions, and Director Independence .................................................................   101 
Principal Accounting Fees and Services ...........................................................................................................................   101 

Part IV 

Financial Statement Schedules, Exhibits ...........................................................................................................................   102 
Index to Exhibits ................................................................................................................................................................   103 
Form 10-K Summary ................................................................................................................................................  
107 
Signatures..........................................................................................................................................................................   108 

2 

3 

Kodak is a global technology company focused on print and advanced materials and chemicals. Kodak provides industry-leading hardware, 

software, consumables and services primarily to customers in commercial print, packaging, publishing, manufacturing and entertainment. Kodak is 

committed to environmental stewardship and ongoing leadership in developing sustainable solutions. Its broad portfolio of superior products, 

responsive support and world-class R&D make Kodak solutions a smart investment for customers looking to improve their profitability and drive 

growth.  

Kodak’s consolidated financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to 

operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course 

of business.  Refer to Note 1, “Summary of Significant Accounting Principles” in the Notes to Financial Statements for additional information. 

The Company was founded by George Eastman in 1880 and incorporated in 1901 in the State of New Jersey.  Kodak is headquartered in 

Rochester, New York. 

REPORTABLE SEGMENTS 

Print Systems 

Kodak has six reportable segments:  Print Systems, Enterprise Inkjet Systems, Kodak Software, Brand, Film and Imaging, Advanced Materials and 

3D Printing Technology and Eastman Business Park.   

The Print Systems segment is comprised of Prepress Solutions, which includes Kodak’s digital offset plate offerings and computer-to-plate imaging 

solutions, and Electrophotographic Printing Solutions, which offers high-quality digital printing solutions using electrically charged toner-based 

technology.  The Print Systems segment provides digital and traditional product and service offerings to a variety of commercial industries, including 

commercial print, direct mail, book publishing, newspapers and magazines and packaging.  While the businesses in this segment are experiencing 

pricing pressure, innovations in Kodak product lines that can command premium prices offset some of the long-term market price erosion. 

Prepress Solutions capitalizes on a contract-based, stable and recurring cash flow-generative business model. The average duration of customer 

contracts is two years. These contracts offer stability and generate recurring revenue. The core of the business is the manufacturing of aluminum 

digital printing plates of varying sizes. These plates can be as small as 23cm x 27cm and as large as 126cm x 287cm.  Unexposed plates are sold to 

commercial printing companies for use in the offset printing process. Kodak also manufactures equipment, known as Computer to Plate (“CTP”) 

equipment, which images the plates with a laser. The plates are used in the offset printing process, which transfers ink from the plate onto a rubber 

blanket and then onto the substrate to be printed. Due to the nature of the imaging and printing process, a new plate must be used for each printing 

run. As a result, there is a recurring revenue stream from the sale of these plates. 

Kodak seeks to mitigate the impact of increases in aluminum prices through a combination of price increases, commodity contracts, improved 

production efficiency and cost reduction initiatives.  In January 2019, Kodak received exemptions on U.S. tariffs on aluminum. 

The Print Systems products and services are sold globally to customers through both a direct sales team as well as indirectly through dealers. 

Primary competitors are Fuji and Agfa.  Kodak expects to benefit from current industry trends, including customers’ increasing focus on sustainability 

initiatives, which strengthens demand for Kodak’s process-free solutions.   

•

Prepress Solutions: 

Digital offset plates, which includes KODAK SONORA Process Free Plates. KODAK SONORA Process Free Plates are prepared 

directly with a CTP thermal output device and do not require subsequent processing chemistry, processing equipment or chemical 

disposal. As a result, the plates deliver cost savings and efficiency for customers and promote environmental sustainability practices. 

CTP output devices that are used by customers to transfer images onto aluminum offset printing plates and provide consistent and high-

quality imaging for offset press applications. CTP products provide high resolution, consistency and stability in thermal imaging. Kodak 

also offers a lower cost CTP system using TH5 imaging technology, which provides a highly efficient and cost-effective imaging solution 

•

•

•

at a lower price point. 

2018, respectively. 

Net sales for Prepress Solutions accounted for 59% and 58% of Kodak’s total net revenue for the years ended December 31, 2019 and 

  
  
  
 
  
  
  
  
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
Eastman Kodak Company 

Form 10-K 

December 31, 2019 

Table of Contents 

ITEM 1. 

BUSINESS 

PART I 

Page 

When used in this report, unless otherwise indicated by the context, “we,” “our,” “us,” and “Kodak” refer to the consolidated company on the basis of 
consolidation described in Note 1 to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” of this 
Form 10-K Report.  Also, unless otherwise indicated by the context, “EKC” means the parent company, Eastman Kodak Company (the “Company”). 

Item 1. 

Item 1A. 

Item 1B. 

Item 2. 

Item 3. 

Item 4. 

Item 5. 

Item 6. 

Item 7. 

Item 7A. 

Item 8. 

Item 9. 

Item 9A. 

Item 9B. 

Item 10. 

Item 11. 

Item 12. 

Item 13. 

Item 14. 

Business ............................................................................................................................................................................   3 

Risk Factors .......................................................................................................................................................................   8 

Unresolved Staff Comments ..............................................................................................................................................   21 

Properties ..........................................................................................................................................................................   21 

Legal Proceedings .............................................................................................................................................................   22 

Mine Safety Disclosures ....................................................................................................................................................   22 

Information About its Executive Officers ............................................................................................................................   23 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 

25 

Securities ...........................................................................................................................................................................  

Selected Financial Data .....................................................................................................................................................   26 

Management's Discussion and Analysis of Financial Condition and Results of Operations .............................................   27 

Liquidity and Capital Resources ........................................................................................................................................   38 

Quantitative and Qualitative Disclosures About Market Risk .............................................................................................   41 

Financial Statements and Supplementary Data ................................................................................................................   42 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ...........................................   100 

Controls and Procedures ...................................................................................................................................................   100 

Other Information ............................................................................................................................................................   100 

Directors, Executive Officers and Corporate Governance .................................................................................................   101 

Executive Compensation ...................................................................................................................................................   101 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...........................   101 

Certain Relationships and Related Transactions, and Director Independence .................................................................   101 

Principal Accounting Fees and Services ...........................................................................................................................   101 

Item 15. 

Financial Statement Schedules, Exhibits ...........................................................................................................................   102 

Index to Exhibits ................................................................................................................................................................   103 

Item 16. 

Form 10-K Summary ................................................................................................................................................  

107 

Signatures..........................................................................................................................................................................   108 

Part I 

Part II 

Part III 

Part IV 

2 

Kodak is a global technology company focused on print and advanced materials and chemicals. Kodak provides industry-leading hardware, 
software, consumables and services primarily to customers in commercial print, packaging, publishing, manufacturing and entertainment. Kodak is 
committed to environmental stewardship and ongoing leadership in developing sustainable solutions. Its broad portfolio of superior products, 
responsive support and world-class R&D make Kodak solutions a smart investment for customers looking to improve their profitability and drive 
growth.  

Kodak’s consolidated financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to 
operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course 
of business.  Refer to Note 1, “Summary of Significant Accounting Principles” in the Notes to Financial Statements for additional information. 

The Company was founded by George Eastman in 1880 and incorporated in 1901 in the State of New Jersey.  Kodak is headquartered in 
Rochester, New York. 

REPORTABLE SEGMENTS 

Kodak has six reportable segments:  Print Systems, Enterprise Inkjet Systems, Kodak Software, Brand, Film and Imaging, Advanced Materials and 
3D Printing Technology and Eastman Business Park.   

Print Systems 

The Print Systems segment is comprised of Prepress Solutions, which includes Kodak’s digital offset plate offerings and computer-to-plate imaging 
solutions, and Electrophotographic Printing Solutions, which offers high-quality digital printing solutions using electrically charged toner-based 
technology.  The Print Systems segment provides digital and traditional product and service offerings to a variety of commercial industries, including 
commercial print, direct mail, book publishing, newspapers and magazines and packaging.  While the businesses in this segment are experiencing 
pricing pressure, innovations in Kodak product lines that can command premium prices offset some of the long-term market price erosion. 

Prepress Solutions capitalizes on a contract-based, stable and recurring cash flow-generative business model. The average duration of customer 
contracts is two years. These contracts offer stability and generate recurring revenue. The core of the business is the manufacturing of aluminum 
digital printing plates of varying sizes. These plates can be as small as 23cm x 27cm and as large as 126cm x 287cm.  Unexposed plates are sold to 
commercial printing companies for use in the offset printing process. Kodak also manufactures equipment, known as Computer to Plate (“CTP”) 
equipment, which images the plates with a laser. The plates are used in the offset printing process, which transfers ink from the plate onto a rubber 
blanket and then onto the substrate to be printed. Due to the nature of the imaging and printing process, a new plate must be used for each printing 
run. As a result, there is a recurring revenue stream from the sale of these plates. 

Kodak seeks to mitigate the impact of increases in aluminum prices through a combination of price increases, commodity contracts, improved 
production efficiency and cost reduction initiatives.  In January 2019, Kodak received exemptions on U.S. tariffs on aluminum. 

The Print Systems products and services are sold globally to customers through both a direct sales team as well as indirectly through dealers. 
Primary competitors are Fuji and Agfa.  Kodak expects to benefit from current industry trends, including customers’ increasing focus on sustainability 
initiatives, which strengthens demand for Kodak’s process-free solutions.   

•

Prepress Solutions: 

•

•

•

Digital offset plates, which includes KODAK SONORA Process Free Plates. KODAK SONORA Process Free Plates are prepared 
directly with a CTP thermal output device and do not require subsequent processing chemistry, processing equipment or chemical 
disposal. As a result, the plates deliver cost savings and efficiency for customers and promote environmental sustainability practices. 

CTP output devices that are used by customers to transfer images onto aluminum offset printing plates and provide consistent and high-
quality imaging for offset press applications. CTP products provide high resolution, consistency and stability in thermal imaging. Kodak 
also offers a lower cost CTP system using TH5 imaging technology, which provides a highly efficient and cost-effective imaging solution 
at a lower price point. 

Net sales for Prepress Solutions accounted for 59% and 58% of Kodak’s total net revenue for the years ended December 31, 2019 and 
2018, respectively. 

3 

  
  
  
 
  
  
  
  
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
•

Electrophotographic Printing Solutions: 

•

•

•

NEXPRESS printers produce high-quality, differentiated printing of short-run, personalized print applications, such as direct mail, books, 
marketing collateral and photo products. 

DIGIMASTER printers use monochrome electrophotographic printing technology for transactional printing, short-run books, corporate 
documentation, manuals and direct mail. 

Net sales for Electrophotographic Printing Solutions accounted for 9% and 10% of Kodak’s total net revenue for the years ended 
December 31, 2019 and 2018, respectively. 

Brand, Film and Imaging 

Production workflow software manages content and color, reduces manual errors and helps customers manage the collaborative creative process. 

Kodak believes it is a leader in production workflow solutions for the commercial print and packaging industries with over 15,000 systems installed in 

some of the largest printing and packaging establishments around the world.  The Software business includes digital front-end controllers which 

manage the delivery of personalized content to digital presses while controlling color and print consistency. Products and services are sold directly 

by Kodak and indirectly through dealers.  The markets that Kodak Software serves are highly competitive.  Key customer segments each face 

competitive market pressure in pricing and new product introduction.  Primary competitors include Heidelberg, Agfa, Fuji, and Esko. 

The Print Systems segment also provides service and support related to these products. 

On September 1, 2019 Kodak established a strategic relationship with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) in the People’s Republic of 
China.  The relationship is comprised of an agreement under which Kodak sold its shares of the Kodak (China) Graphic Communication Co. Ltd. 
entity, which included the offset printing plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang; a supply agreement from 
HuaGuang to Kodak; and a license agreement under which Kodak licensed its plates technology to HuaGuang to sell into the plates market in China.  
For further information on the relationship with HuaGuang, refer to Management’s Discussion and Analysis of Financial Condition and Results of 
Operations under Item 7 of this Annual Report on Form 10-K (“MD&A”) and Note 30, “Assets Held for Sale” in the Financial Statements and 
Supplementary Data under Item 8 of this Annual Report on Form 10-K. 

Enterprise Inkjet Systems 

The Enterprise Inkjet Systems segment contains the Prosper business and the Versamark business. The Enterprise Inkjet Systems products include 
production press systems, consumables (primarily ink), inkjet components and services.  Enterprise Inkjet Systems products are distributed directly 
by Kodak and indirectly through dealers.  The markets that the Enterprise Inkjet Systems segment serves are highly competitive in variable printing 
applications like direct mail, newspapers, books, and packaging/labels.  Key competitors are HP, Canon, Ricoh, and Screen.   

•

Prosper: 

•

•

•

The Prosper business product offerings, including the PROSPER Press systems and PROSPER Components, feature ultrafast inkjet 
droplet generation. This includes the PROSPER 6000 Press, which delivers a continuous flow of ink that enables constant and 
consistent operation, with uniform ink droplet size and accurate placement, even at very high print speeds. Applications of the 
PROSPER Press include publishing, commercial print, direct mail and packaging.  PROSPER System Components are integrated into 
original equipment manufacturer (“OEM”) partner products and systems. Sales of equipment that incorporate the PROSPER Writing 
Systems result in recurring revenue from sales of ink and other consumables and equipment service. The level of recurring revenue 
depends on the application for which the equipment is used, which drives the total number of pages printed and, therefore, the amount 
of ink usage.  The business model is further supplemented by consumption of other consumables including refurbished jetting modules 
and service. 

The focus of the Prosper business is on developing the next generation platform, Ultrastream, with solutions that place writing systems 
in OEMs as well as direct sale press products that widens its reach into applications for packaging and décor and expands the substrate 
range to include plastics.  The Prosper business closed on the first sale of a writing system for use in a packaging application in 
December of 2019 with Uteco Group.  Uteco Group is integrating Ultrastream in a packaging press solution. 

The Prosper business includes Kodak Print Services.  Kodak Print Services prints the Jersey Evening Post as well as the majority of 
U.K. national newspapers for distribution in both Jersey and Guernsey islands.  The business is used to demonstrate the value of the 
Kodak Prosper presses to customers around the world. 

•

Versamark: 

•

Kodakit:  

•

The KODAK VERSAMARK Products are the predecessor products to the PROSPER business.  Kodak has ceased manufacturing 
VERSAMARK Press Systems.  Users of KODAK VERSAMARK products continue to purchase ink and other consumables as well as 
service from Kodak.  Applications of the VERSAMARK products include publishing, transactional, commercial print and direct mail. 

Net sales for Enterprise Inkjet Systems accounted for 10% of Kodak’s total net revenue for each of the years ended December 31, 2019 and 2018.   

Kodak Software  

The Kodak Software segment is comprised of the Software business.  The Software business offers a leading suite of solutions for print production 
workflow, including the PRINERGY workflow production software, by providing customer value through automation, web integration and integration 
with other Kodak products and third-party offerings. Production workflow software is used by customers to manage digital and conventional print 
content from file creation to output. 

4 

5 

The Brand, Film and Imaging segment is comprised of five lines of business: Consumer Products, Industrial Film and Chemicals, Motion Picture, 

Kodak Services for Business (“KSB”) and Kodakit.  Kodak’s Brand, Film and Imaging products are distributed directly by Kodak and indirectly 

through dealers.  Brand licensees use the Kodak brand on their products and use their own distribution channels.  One Industrial Film and Chemicals 

customer of professional and consumer still photographic film and chemicals represented approximately 20% of total Brand, Film and Imaging 

segment revenues in 2019.  

•

Consumer Products: 

Includes licensing of the Kodak brand to third parties.  Kodak currently licenses its brand for use with a range of products including 

batteries, digital and instant print cameras and camera accessories, printers, and LED lighting.  Kodak intends to continue efforts to 

grow its portfolio of brand licenses to generate both ongoing royalty streams and upfront payments. 

Consumer Inkjet Solutions, which involves the sale of ink to an existing installed base of consumer inkjet printers. 

3rd party sales of specialty inks and dispersions. 

•

Industrial Film and Chemicals: 

consumer still photographic film. 

• Motion Picture: 

Offers industrial film, including films used by the electronics industry to produce printed circuit boards, as well as professional and 

Includes related component businesses: Polyester Film; Solvent Recovery; and Specialty Chemicals. 

Includes the motion picture film business serving the entertainment industry. Motion picture products are sold directly to studios, external 

laboratories and independent filmmakers. 

Kodak motion picture film processing laboratories offering onsite processing services at strategic locations in the U.S. and Europe. 

•

Kodak Services for Business:  

KSB assists organizations with challenges and opportunities created by the worldwide digital transformation. It provides business 

process outsourcing services, scan and capture solutions, records conversion services, workflow solutions, content management, and 

print and managed media services that assist customers with solutions that meet their business requirements.   KSB has expertise in 

the capture, archiving, retrieval and delivery of documents including in depth knowledge of handling legacy media.  KSB serves 

enterprise customers primarily in the banking, insurance and government sectors.  Sales in KSB are project-based and can vary from 

year to year depending on the nature and number of projects in existence that year.  

Kodakit is a platform that connects businesses with professional photographers to cater to their photography needs. Customers 

include global hotels and online travel agencies, real estate companies, marketplaces, advertising agencies and global brands. 

•

•

•

•

•

•

•

•

•

 
 
 
 
 
 
 
 
 
 
 
 
Net sales for Electrophotographic Printing Solutions accounted for 9% and 10% of Kodak’s total net revenue for the years ended 

Brand, Film and Imaging 

Production workflow software manages content and color, reduces manual errors and helps customers manage the collaborative creative process. 
Kodak believes it is a leader in production workflow solutions for the commercial print and packaging industries with over 15,000 systems installed in 
some of the largest printing and packaging establishments around the world.  The Software business includes digital front-end controllers which 
manage the delivery of personalized content to digital presses while controlling color and print consistency. Products and services are sold directly 
by Kodak and indirectly through dealers.  The markets that Kodak Software serves are highly competitive.  Key customer segments each face 
competitive market pressure in pricing and new product introduction.  Primary competitors include Heidelberg, Agfa, Fuji, and Esko. 

The Brand, Film and Imaging segment is comprised of five lines of business: Consumer Products, Industrial Film and Chemicals, Motion Picture, 
Kodak Services for Business (“KSB”) and Kodakit.  Kodak’s Brand, Film and Imaging products are distributed directly by Kodak and indirectly 
through dealers.  Brand licensees use the Kodak brand on their products and use their own distribution channels.  One Industrial Film and Chemicals 
customer of professional and consumer still photographic film and chemicals represented approximately 20% of total Brand, Film and Imaging 
segment revenues in 2019.  

•

Consumer Products: 

•

•

•

Includes licensing of the Kodak brand to third parties.  Kodak currently licenses its brand for use with a range of products including 
batteries, digital and instant print cameras and camera accessories, printers, and LED lighting.  Kodak intends to continue efforts to 
grow its portfolio of brand licenses to generate both ongoing royalty streams and upfront payments. 

Consumer Inkjet Solutions, which involves the sale of ink to an existing installed base of consumer inkjet printers. 

3rd party sales of specialty inks and dispersions. 

•

Industrial Film and Chemicals: 

•

•

Offers industrial film, including films used by the electronics industry to produce printed circuit boards, as well as professional and 
consumer still photographic film. 

Includes related component businesses: Polyester Film; Solvent Recovery; and Specialty Chemicals. 

• Motion Picture: 

•

•

Includes the motion picture film business serving the entertainment industry. Motion picture products are sold directly to studios, external 
laboratories and independent filmmakers. 

Kodak motion picture film processing laboratories offering onsite processing services at strategic locations in the U.S. and Europe. 

•

Kodak Services for Business:  

•

KSB assists organizations with challenges and opportunities created by the worldwide digital transformation. It provides business 
process outsourcing services, scan and capture solutions, records conversion services, workflow solutions, content management, and 
print and managed media services that assist customers with solutions that meet their business requirements.   KSB has expertise in 
the capture, archiving, retrieval and delivery of documents including in depth knowledge of handling legacy media.  KSB serves 
enterprise customers primarily in the banking, insurance and government sectors.  Sales in KSB are project-based and can vary from 
year to year depending on the nature and number of projects in existence that year.  

•

Kodakit:  

•

Kodakit is a platform that connects businesses with professional photographers to cater to their photography needs. Customers 
include global hotels and online travel agencies, real estate companies, marketplaces, advertising agencies and global brands. 

•

•

•

•

•

•

•

NEXPRESS printers produce high-quality, differentiated printing of short-run, personalized print applications, such as direct mail, books, 

DIGIMASTER printers use monochrome electrophotographic printing technology for transactional printing, short-run books, corporate 

•

Electrophotographic Printing Solutions: 

marketing collateral and photo products. 

documentation, manuals and direct mail. 

December 31, 2019 and 2018, respectively. 

The Print Systems segment also provides service and support related to these products. 

On September 1, 2019 Kodak established a strategic relationship with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) in the People’s Republic of 

China.  The relationship is comprised of an agreement under which Kodak sold its shares of the Kodak (China) Graphic Communication Co. Ltd. 

entity, which included the offset printing plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang; a supply agreement from 

HuaGuang to Kodak; and a license agreement under which Kodak licensed its plates technology to HuaGuang to sell into the plates market in China.  

For further information on the relationship with HuaGuang, refer to Management’s Discussion and Analysis of Financial Condition and Results of 

Operations under Item 7 of this Annual Report on Form 10-K (“MD&A”) and Note 30, “Assets Held for Sale” in the Financial Statements and 

Supplementary Data under Item 8 of this Annual Report on Form 10-K. 

The Enterprise Inkjet Systems segment contains the Prosper business and the Versamark business. The Enterprise Inkjet Systems products include 

production press systems, consumables (primarily ink), inkjet components and services.  Enterprise Inkjet Systems products are distributed directly 

by Kodak and indirectly through dealers.  The markets that the Enterprise Inkjet Systems segment serves are highly competitive in variable printing 

applications like direct mail, newspapers, books, and packaging/labels.  Key competitors are HP, Canon, Ricoh, and Screen.   

Enterprise Inkjet Systems 

•

Prosper: 

The Prosper business product offerings, including the PROSPER Press systems and PROSPER Components, feature ultrafast inkjet 

droplet generation. This includes the PROSPER 6000 Press, which delivers a continuous flow of ink that enables constant and 

consistent operation, with uniform ink droplet size and accurate placement, even at very high print speeds. Applications of the 

PROSPER Press include publishing, commercial print, direct mail and packaging.  PROSPER System Components are integrated into 

original equipment manufacturer (“OEM”) partner products and systems. Sales of equipment that incorporate the PROSPER Writing 

Systems result in recurring revenue from sales of ink and other consumables and equipment service. The level of recurring revenue 

depends on the application for which the equipment is used, which drives the total number of pages printed and, therefore, the amount 

of ink usage.  The business model is further supplemented by consumption of other consumables including refurbished jetting modules 

and service. 

The focus of the Prosper business is on developing the next generation platform, Ultrastream, with solutions that place writing systems 

in OEMs as well as direct sale press products that widens its reach into applications for packaging and décor and expands the substrate 

range to include plastics.  The Prosper business closed on the first sale of a writing system for use in a packaging application in 

December of 2019 with Uteco Group.  Uteco Group is integrating Ultrastream in a packaging press solution. 

The Prosper business includes Kodak Print Services.  Kodak Print Services prints the Jersey Evening Post as well as the majority of 

U.K. national newspapers for distribution in both Jersey and Guernsey islands.  The business is used to demonstrate the value of the 

Kodak Prosper presses to customers around the world. 

The KODAK VERSAMARK Products are the predecessor products to the PROSPER business.  Kodak has ceased manufacturing 

VERSAMARK Press Systems.  Users of KODAK VERSAMARK products continue to purchase ink and other consumables as well as 

service from Kodak.  Applications of the VERSAMARK products include publishing, transactional, commercial print and direct mail. 

Net sales for Enterprise Inkjet Systems accounted for 10% of Kodak’s total net revenue for each of the years ended December 31, 2019 and 2018.   

•

Versamark: 

Kodak Software  

The Kodak Software segment is comprised of the Software business.  The Software business offers a leading suite of solutions for print production 

workflow, including the PRINERGY workflow production software, by providing customer value through automation, web integration and integration 

with other Kodak products and third-party offerings. Production workflow software is used by customers to manage digital and conventional print 

content from file creation to output. 

4 

5 

 
 
 
 
 
 
 
 
 
 
 
 
•

In October 2019, Kodak decided to discontinue the operation of Kodakit. 

RAW MATERIALS 

Net sales for Motion Picture and Industrial Film and Chemicals accounted for 14% and 12% of Kodak’s total net revenue for the years ended 
December 31, 2019 and 2018, respectively. 

Advanced Materials and 3D Printing Technology 

The Advanced Materials and 3D Printing Technology segment contains the Kodak Research Laboratories and associated new business 
opportunities and intellectual property licensing not directly related to other business divisions.  Kodak conducts research and files patent 
applications with fundamental inventions from the Kodak Research Laboratories.  Additionally, Kodak continues to file new patent applications in 
areas aligned with its core businesses.  Via these core business patent applications along with the research inventions, Kodak maintains a large 
worldwide portfolio of pending applications and issued patents.  Product solutions in Advanced Materials and 3D Printing are in the process of being 
commercialized, and there are new business opportunities with identified markets and customers. 

The Advanced Materials and 3D Printing Technology segment will also pursue partnership opportunities to commercialize functional materials and 
printed electronics technologies.  These partnerships may include non-recurring engineering payments for Kodak efforts to further develop such 
technologies into products. The Advanced Materials and 3D Printing Technology segment also provides a wide range of analytical services to 
external clients at market rates.  

•

Advanced Materials: 

•

Advanced Materials is developing solutions for component smart materials based on the materials science inventions and innovations 
from the research laboratories.  There are multiple applications that Kodak contemplates addressing in this category.  Currently, the 
primary focus is on light blocking particles for the textile market. 

•

3D Printing: 

•

3D Printing concentrates on partnership and/or licensing opportunities in micro 3D printing solutions such as printed electronics.  In 
addition, for macro 3D printing AM3D manufactures and sells a specialty material to a 3D printing customer. 

The raw materials used by Kodak are many and varied and are generally readily available.  Lithographic aluminum is the primary material used in 

the manufacture of offset printing plates.  Kodak procures lithographic aluminum coils from several suppliers with pricing based, in part, on either 

prevailing market prices for aluminum or on fixed prices for aluminum agreed to up to eighteen months prior.  Electronic components are used in the 

manufacturing of commercial printers and other electronic devices.  The film and chemicals business uses many raw materials from a broad range of 

suppliers.  While most raw materials are generally available from multiple sources, certain key electronic components and other components 

included in the finished goods manufactured by Kodak and manufactured by and purchased from Kodak’s third-party suppliers are obtained from 

single or limited sources, which subjects Kodak to supply risks. 

Equipment and plate unit sales generally are higher in the fourth quarter, resulting from customer or industry budgeting practices and buying 

SEASONALITY OF BUSINESS 

patterns. 

RESEARCH AND DEVELOPMENT 

Kodak's general practice is to protect its investment in research and development and its freedom to use its inventions by obtaining patents.  The 

ownership of these patents contributes to Kodak's ability to provide industry-leading products.  Kodak holds portfolios of patents in several areas 

important to its business, including specific technologies such as lithographic printing plates and related equipment systems; digital printing workflow 

and color management proofing systems; color and black-and-white electrophotographic printing systems including key press components and 

toners; commercial inkjet writing systems and components, presses and inks; consumer inkjet inks and media; functional printing materials, 

formulations, and deposition modalities; engineered microparticles for specific functions; security materials; embedded information; and color 

negative films, processing and print films.  Each of these areas is important to existing and emerging business opportunities that bear directly on 

Kodak's overall business performance. 

Kodak's major products are not dependent upon one single, material patent.  Rather, the technologies that underlie Kodak's products are supported 

by an aggregation of patents having various remaining lives and expiration dates.  There is no individual patent, or group of patents, whose 

expiration is expected to have a material impact on Kodak's results of operations. 

•

IP Licensing: 

ENVIRONMENTAL PROTECTION 

•

Kodak actively seeks opportunities to leverage its patents and associated technology in licensing and/or cross-licensing deals to 
support both revenue growth and its ongoing businesses.  While revenues from these licensing activities tend to be unpredictable in 
nature, this segment still carries the potential for revenue generation from intellectual property licensing and new materials 
businesses. 

Eastman Business Park 

The Eastman Business Park segment includes the operations of the Eastman Business Park, a more than 1,200-acre technology center and 
industrial complex in Rochester, New York and the leasing activities related to that space. A large portion of this facility is used in Kodak’s own 
manufacturing and other operations, while the remaining portion is occupied by external tenants or available for rent to external tenants.  Two 
tenants represented approximately 40% of total Eastman Business Park segment revenues in 2019.   

Kodak is subject to various laws and governmental regulations concerning environmental matters.  The U.S. federal environmental legislation and 

state regulatory programs having an impact on Kodak include the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the 

Clean Air Act, the Clean Water Act, the NY State Chemical Bulk Storage Regulations and the Comprehensive Environmental Response, 

Compensation and Liability Act of 1980, as amended (the “Superfund Law”). 

It is Kodak’s policy to carry out its business activities in a manner consistent with sound health, safety and environmental management practices, 

and to comply with applicable health, safety and environmental laws and regulations.  Kodak continues to engage in programs for environmental, 

health and safety protection and control. 

Based upon information presently available, future costs associated with environmental compliance are not expected to have a material effect on 

Kodak's capital expenditures or competitive position, although costs could be material to a particular quarter or year. 

DISCONTINUED OPERATIONS 

EMPLOYMENT 

Discontinued operations of Kodak include the Flexographic Packaging business.  Refer to Note 29, “Discontinued Operations” in the Notes to 
Financial Statements for additional information. 

At the end of 2019, Kodak employed the full time equivalent of approximately 4,922 people globally, of whom approximately 2,116 were employed in 

the U.S.  The actual number of employees may be greater because some individuals work part time. 

AVAILABLE INFORMATION 

Kodak files many reports with the Securities and Exchange Commission (“SEC”) (www.sec.gov), including annual reports on Form 10-K, quarterly 

reports on Form 10-Q and current reports on Form 8-K.  These reports, and amendments to these reports, are made available free of charge as 

soon as reasonably practicable after being electronically filed with or furnished to the SEC.  They are available through Kodak's website at 

www.Kodak.com.  To reach the SEC filings, follow the links to About Kodak, Investor Center, Financial Information and then SEC Filings. 

6 

7 

   
 
 
 
 
 
 
 
•

In October 2019, Kodak decided to discontinue the operation of Kodakit. 

RAW MATERIALS 

Net sales for Motion Picture and Industrial Film and Chemicals accounted for 14% and 12% of Kodak’s total net revenue for the years ended 

December 31, 2019 and 2018, respectively. 

Advanced Materials and 3D Printing Technology 

The Advanced Materials and 3D Printing Technology segment contains the Kodak Research Laboratories and associated new business 

opportunities and intellectual property licensing not directly related to other business divisions.  Kodak conducts research and files patent 

applications with fundamental inventions from the Kodak Research Laboratories.  Additionally, Kodak continues to file new patent applications in 

areas aligned with its core businesses.  Via these core business patent applications along with the research inventions, Kodak maintains a large 

worldwide portfolio of pending applications and issued patents.  Product solutions in Advanced Materials and 3D Printing are in the process of being 

commercialized, and there are new business opportunities with identified markets and customers. 

The raw materials used by Kodak are many and varied and are generally readily available.  Lithographic aluminum is the primary material used in 
the manufacture of offset printing plates.  Kodak procures lithographic aluminum coils from several suppliers with pricing based, in part, on either 
prevailing market prices for aluminum or on fixed prices for aluminum agreed to up to eighteen months prior.  Electronic components are used in the 
manufacturing of commercial printers and other electronic devices.  The film and chemicals business uses many raw materials from a broad range of 
suppliers.  While most raw materials are generally available from multiple sources, certain key electronic components and other components 
included in the finished goods manufactured by Kodak and manufactured by and purchased from Kodak’s third-party suppliers are obtained from 
single or limited sources, which subjects Kodak to supply risks. 

SEASONALITY OF BUSINESS 

Equipment and plate unit sales generally are higher in the fourth quarter, resulting from customer or industry budgeting practices and buying 
patterns. 

The Advanced Materials and 3D Printing Technology segment will also pursue partnership opportunities to commercialize functional materials and 

printed electronics technologies.  These partnerships may include non-recurring engineering payments for Kodak efforts to further develop such 

technologies into products. The Advanced Materials and 3D Printing Technology segment also provides a wide range of analytical services to 

RESEARCH AND DEVELOPMENT 

external clients at market rates.  

•

Advanced Materials: 

•

•

•

•

3D Printing: 

•

IP Licensing: 

businesses. 

Eastman Business Park 

Advanced Materials is developing solutions for component smart materials based on the materials science inventions and innovations 

from the research laboratories.  There are multiple applications that Kodak contemplates addressing in this category.  Currently, the 

primary focus is on light blocking particles for the textile market. 

3D Printing concentrates on partnership and/or licensing opportunities in micro 3D printing solutions such as printed electronics.  In 

addition, for macro 3D printing AM3D manufactures and sells a specialty material to a 3D printing customer. 

Kodak actively seeks opportunities to leverage its patents and associated technology in licensing and/or cross-licensing deals to 

support both revenue growth and its ongoing businesses.  While revenues from these licensing activities tend to be unpredictable in 

nature, this segment still carries the potential for revenue generation from intellectual property licensing and new materials 

The Eastman Business Park segment includes the operations of the Eastman Business Park, a more than 1,200-acre technology center and 

industrial complex in Rochester, New York and the leasing activities related to that space. A large portion of this facility is used in Kodak’s own 

manufacturing and other operations, while the remaining portion is occupied by external tenants or available for rent to external tenants.  Two 

tenants represented approximately 40% of total Eastman Business Park segment revenues in 2019.   

DISCONTINUED OPERATIONS 

Financial Statements for additional information. 

Discontinued operations of Kodak include the Flexographic Packaging business.  Refer to Note 29, “Discontinued Operations” in the Notes to 

Kodak's general practice is to protect its investment in research and development and its freedom to use its inventions by obtaining patents.  The 
ownership of these patents contributes to Kodak's ability to provide industry-leading products.  Kodak holds portfolios of patents in several areas 
important to its business, including specific technologies such as lithographic printing plates and related equipment systems; digital printing workflow 
and color management proofing systems; color and black-and-white electrophotographic printing systems including key press components and 
toners; commercial inkjet writing systems and components, presses and inks; consumer inkjet inks and media; functional printing materials, 
formulations, and deposition modalities; engineered microparticles for specific functions; security materials; embedded information; and color 
negative films, processing and print films.  Each of these areas is important to existing and emerging business opportunities that bear directly on 
Kodak's overall business performance. 

Kodak's major products are not dependent upon one single, material patent.  Rather, the technologies that underlie Kodak's products are supported 
by an aggregation of patents having various remaining lives and expiration dates.  There is no individual patent, or group of patents, whose 
expiration is expected to have a material impact on Kodak's results of operations. 

ENVIRONMENTAL PROTECTION 

Kodak is subject to various laws and governmental regulations concerning environmental matters.  The U.S. federal environmental legislation and 
state regulatory programs having an impact on Kodak include the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the 
Clean Air Act, the Clean Water Act, the NY State Chemical Bulk Storage Regulations and the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended (the “Superfund Law”). 

It is Kodak’s policy to carry out its business activities in a manner consistent with sound health, safety and environmental management practices, 
and to comply with applicable health, safety and environmental laws and regulations.  Kodak continues to engage in programs for environmental, 
health and safety protection and control. 

Based upon information presently available, future costs associated with environmental compliance are not expected to have a material effect on 
Kodak's capital expenditures or competitive position, although costs could be material to a particular quarter or year. 

EMPLOYMENT 

At the end of 2019, Kodak employed the full time equivalent of approximately 4,922 people globally, of whom approximately 2,116 were employed in 
the U.S.  The actual number of employees may be greater because some individuals work part time. 

AVAILABLE INFORMATION 

Kodak files many reports with the Securities and Exchange Commission (“SEC”) (www.sec.gov), including annual reports on Form 10-K, quarterly 
reports on Form 10-Q and current reports on Form 8-K.  These reports, and amendments to these reports, are made available free of charge as 
soon as reasonably practicable after being electronically filed with or furnished to the SEC.  They are available through Kodak's website at 
www.Kodak.com.  To reach the SEC filings, follow the links to About Kodak, Investor Center, Financial Information and then SEC Filings. 

6 

7 

   
 
 
 
 
 
 
 
ITEM 1A. 

RISK FACTORS 

Kodak operates in rapidly changing economic and technological environments which present numerous risks, many of which are driven by factors it 
cannot control or predict. Certain factors may have a material adverse effect on its business, financial condition, and results of operations and make 
an investment in its securities risky.  You should consider carefully the risks and uncertainties described below in addition to other information 
contained in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of 
Operations (MD&A) section and the consolidated financial statements and related notes. The following discussion of “risk factors” identifies Kodak’s 
assessment of the most significant factors which may adversely affect its business, operations, financial position, stock price or future financial 
performance.  Additional risks and uncertainties Kodak is unaware of, or currently believes are not material, may also become important factors 
which could adversely affect its business, operations, financial position or future financial performance. 

Risks Related to Kodak’s Business 

If Kodak is not able to successfully implement its business plans, or experiences implementation delays in cost structure reduction, 
Kodak’s consolidated results of operations, financial position and liquidity could be negatively affected.  

Kodak’s business plans are subject to a number of assumptions, projections, and analysis. If these assumptions prove to be incorrect, Kodak may be 
unsuccessful in executing its business plans or achieving the projected results, which could adversely impact its financial results and liquidity. In 
addition, Kodak continues to rationalize its workforce and streamline operations to a leaner and more focused organization aligned with its business 
initiatives. There are no assurances such measures will prove to be successful or the cost savings or other results it achieves through these plans 
will be consistent with its expectations. As a result, its results of operations, financial position and liquidity could be negatively impacted. If 
restructuring plans are not effectively managed, it may experience lost customer sales, product delays, additional costs and other unanticipated 
effects, causing harm to its business and customer relationships. 

Finally, the timing and implementation of these plans require compliance with numerous laws and regulations, including local labor laws, and the 
failure to comply with such requirements may result in damages, fines and penalties which could adversely affect Kodak’s business. 

The ability to generate positive operating cash flows will be necessary for Kodak to continue to operate its business.  

The positive cash flow from operations generated by Kodak in 2019 were derived from working capital improvements and individual transactions 
which occurred during the year and are not expected to be recurring.  Kodak has not generated positive operating cash flows without supplementing 
such cash flow from operations with monetization transactions over the past several years and, based on forecasted cash flows, there are 
uncertainties regarding its ability to meet commitments in the U.S. as they come due.  The Print segment is its largest segment and has had 
declining revenues and segment earnings which are expected to continue to decline. Kodak’s stable and remaining growth businesses may not grow 
or continue to generate the same or enough cash flow to offset businesses with declining cash flows and investments needed for certain growth 
businesses.  It may take Kodak longer to generate positive cash flow from operations than planned, which would have a material adverse effect on 
its liquidity and financial position.  If Kodak is unable to generate positive cash flow from operations in the future or to adequately supplement such 
cash flow from operations with proceeds from monetization transactions, its ability to continue as a going concern could be impaired or limited. 

Continued investment, capital needs, restructuring payments, dividends and servicing the Company’s debt require a significant amount of 
cash and it may not be able to generate sufficient cash to fund these activities, which could adversely affect its business, operating 
results and financial condition.  

Kodak’s business may not generate cash flow in an amount sufficient to enable it to pay the principal or mandatory redemption price of, or interest 
and dividends on, the 5% Secured Convertible Notes (the “Convertible Notes”) and the 5.50% Series A Convertible Preferred Stock (the “Series A 
Preferred Stock”), or to fund Kodak’s other liquidity needs, including working capital, capital expenditures, product development efforts, restructuring 
actions, strategic acquisitions, investments and alliances and other general corporate requirements. Its film manufacturing facilities are aged and 
without significant updates to equipment and systems will be more prone to failure.  Capital improvements are planned but there is risk to 
manufacturing operations especially due to the complexity of the processes and technology and the loss of knowledge as employees leave who are 
familiar with the processes and technology.  The longer these updates are delayed the higher the risk due to equipment failures, further 
obsolescence and additional loss of employees with the specific knowledge base. 

Kodak’s ability to generate cash is subject to general economic, financial, competitive, litigation, regulatory and other factors beyond its control. 
There are no assurances: 

associated with these plans. 

• 
• 
• 

• 

• 
• 

Kodak’s businesses will generate sufficient cash flow from operations; 
Kodak will be able to repatriate or move cash to locations where and when it is needed; 
the Company will meet all the conditions associated with making borrowings or issuing letters of credit under the ABL 
Credit Agreement; 
Kodak will realize cost savings, earnings growth and operating improvements resulting from the execution of its business 
and restructuring plan; 
Kodak will not have to expend cash defending lawsuits regardless of the merits of any claims raised; or 
Future sources of funding will be available in amounts sufficient to enable funding of its liquidity needs. 

8 

9 

If Kodak cannot fund its liquidity needs, it will have to take actions, such as reducing or delaying capital expenditures, product development efforts, 

strategic acquisitions, and investments and alliances; selling additional assets; restructuring or refinancing the Company’s debt; or seeking additional 

equity capital. Such actions could increase the Company’s debt, negatively impact customer confidence in its ability to provide products and 

services, reduce its ability to raise additional capital and delay sustained profitability. There are no assurances any of these actions could, if 

necessary, be taken on commercially reasonable terms, or at all, or they would satisfy Kodak’s liquidity needs.  

If Kodak is unable to successfully develop, fund and commercialize products in certain businesses upon which it is focused or do so 

within an acceptable timeframe, its financial performance could be adversely affected.  

Kodak has focused its investments in Print, Advanced Materials, and Chemicals. These investment areas include offset plates and CTP devices, 

digital printing using commercial inkjet and electrophotography, high resolution functional printing for electronic and optical solutions, specialty 

chemicals, and smart materials for light control and 3D printing. Each of these businesses requires additional investment and may not be successful. 

The introduction of successful innovative products at market competitive prices and the achievement of scale are necessary for Kodak to grow these 

businesses, improve margins and achieve its financial objectives. Additionally, its strategy is based on a number of factors and assumptions, some 

of which are not within its control, such as the actions of third parties. There can be no assurance that it will be able to successfully execute all or any 

elements of its strategy, or that its ability to successfully execute its strategy will be unaffected by external factors. If Kodak is unsuccessful in 

growing its investment businesses as planned, or perceiving the needs of its target customers, its financial performance could be adversely affected. 

Due to the nature of the products it sells and Kodak’s worldwide distribution, Kodak is exposed to fluctuations in foreign currency 

exchange rates, interest rates and commodity costs which, together with tariffs that may be imposed, may adversely impact its results of 

operations and financial position. 

As a result of Kodak’s global operating and financing activities, it is exposed to changes in currency exchange rates and interest rates, which may 

adversely affect its results of operations and financial position.  Exchange rates and interest rates in markets in which it does business tend to be 

volatile and, at times, its sales and profitability can be negatively impacted across all its segments depending upon the value of the U.S. dollar and 

other major currencies such as the euro, the Japanese yen, the British pound and the Chinese yuan. In addition, Kodak’s products contain 

aluminum, silver, petroleum-based or other commodity-based raw materials, the prices of which have been, and may continue to be, volatile. In the 

case of aluminum and other raw materials and components imported by Kodak, tariffs imposed from time to time may give rise to future cost 

increases.  Tariffs or duties may also be imposed on exported products produced by Kodak, making such products less competitive in jurisdictions 

imposing such tariffs or duties.  If the global economic situation remains uncertain or worsens, there could be further volatility in changes in currency 

exchange rates, interest rates and commodity prices, which could have negative effects on its revenue and earnings. 

Weakness or worsening of global economic conditions could adversely affect Kodak’s financial performance and liquidity.  

The global economic environment may adversely affect sales of Kodak’s products, profitability and liquidity. Global financial markets have been 

experiencing extreme volatility, including as a result of the global outbreak of the coronavirus formally known as COVID-19.  Economic conditions 

could accelerate any decline in demand for products, which could also place pressure on its results of operations and liquidity.  In particular, if the 

coronavirus has a significant impact on the printing industry it could adversely impact the demand for Kodak’s products.  There is no guarantee that 

anticipated economic growth levels in markets which have experienced some economic strength will continue in the future, or Kodak will succeed in 

expanding sales in these markets. In addition, accounts receivable and past due accounts could increase due to a decline in its customers’ ability to 

pay as a result of an economic downturn, including as a result of the coronavirus, and its liquidity, including its ability to use credit lines, could be 

negatively impacted by failures of financial instrument counterparties, including banks and other financial institutions. If global economic weakness 

and tightness in the credit markets exist, worsen or are attenuated, Kodak’s profitability and related cash generation capability could be adversely 

affected and, therefore, affect its ability to meet its anticipated cash needs, impair its liquidity or increase its costs of borrowing. 

In June 2016, the United Kingdom (the “UK”) held a referendum in which voters opted for the country’s exit from the EU, commonly referred to 

as Brexit, Consistent with the outcome of this referendum, the UK left the EU on January 31, 2020.  Thus, the UK is no longer a member of the EU; 

however, the UK will continue to be subject to EU rules and remain a member of the single market and customs union during an implementation 

period. The implementation period runs to December 31, 2020 but may be extended for up to two years. The UK government is negotiating with the 

EU on trade and other terms for such exit. Leaving without any agreement on such terms would lead to disruption to UK/EU trade. However, Kodak 

has put appropriate plans in place for continuity of supply and purchase of products, although there is likely to be some limited cost impact 

The uncertainty concerning Brexit has also caused global stock market volatility and currency exchange rate fluctuations that resulted in 

strengthening of the U.S. dollar relative to other foreign currencies in which we conduct business. There may also be broader uncertainty over the 

position the United States will take with respect to certain treaty and trade relationships with other countries. This uncertainty may impact (i) the 

ability or willingness of non-U.S. companies to transact business in the United States, including with the Company, (ii) regulation and trade 

agreements affecting U.S. companies, (iii) global stock markets and (iv) general global economic conditions. All of these factors are outside Kodak’s 

control but may cause it to adjust its strategy in order to compete effectively in global markets and could adversely affect its business, financial 

condition, operating results and cash flows. 

 
  
  
  
  
  
  
 
 
ITEM 1A. 

RISK FACTORS 

Kodak operates in rapidly changing economic and technological environments which present numerous risks, many of which are driven by factors it 

cannot control or predict. Certain factors may have a material adverse effect on its business, financial condition, and results of operations and make 

an investment in its securities risky.  You should consider carefully the risks and uncertainties described below in addition to other information 

contained in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of 

Operations (MD&A) section and the consolidated financial statements and related notes. The following discussion of “risk factors” identifies Kodak’s 

assessment of the most significant factors which may adversely affect its business, operations, financial position, stock price or future financial 

performance.  Additional risks and uncertainties Kodak is unaware of, or currently believes are not material, may also become important factors 

which could adversely affect its business, operations, financial position or future financial performance. 

Risks Related to Kodak’s Business 

If Kodak is not able to successfully implement its business plans, or experiences implementation delays in cost structure reduction, 

Kodak’s consolidated results of operations, financial position and liquidity could be negatively affected.  

Kodak’s business plans are subject to a number of assumptions, projections, and analysis. If these assumptions prove to be incorrect, Kodak may be 

unsuccessful in executing its business plans or achieving the projected results, which could adversely impact its financial results and liquidity. In 

addition, Kodak continues to rationalize its workforce and streamline operations to a leaner and more focused organization aligned with its business 

initiatives. There are no assurances such measures will prove to be successful or the cost savings or other results it achieves through these plans 

will be consistent with its expectations. As a result, its results of operations, financial position and liquidity could be negatively impacted. If 

restructuring plans are not effectively managed, it may experience lost customer sales, product delays, additional costs and other unanticipated 

effects, causing harm to its business and customer relationships. 

Finally, the timing and implementation of these plans require compliance with numerous laws and regulations, including local labor laws, and the 

failure to comply with such requirements may result in damages, fines and penalties which could adversely affect Kodak’s business. 

The ability to generate positive operating cash flows will be necessary for Kodak to continue to operate its business.  

The positive cash flow from operations generated by Kodak in 2019 were derived from working capital improvements and individual transactions 

which occurred during the year and are not expected to be recurring.  Kodak has not generated positive operating cash flows without supplementing 

such cash flow from operations with monetization transactions over the past several years and, based on forecasted cash flows, there are 

uncertainties regarding its ability to meet commitments in the U.S. as they come due.  The Print segment is its largest segment and has had 

declining revenues and segment earnings which are expected to continue to decline. Kodak’s stable and remaining growth businesses may not grow 

or continue to generate the same or enough cash flow to offset businesses with declining cash flows and investments needed for certain growth 

businesses.  It may take Kodak longer to generate positive cash flow from operations than planned, which would have a material adverse effect on 

its liquidity and financial position.  If Kodak is unable to generate positive cash flow from operations in the future or to adequately supplement such 

cash flow from operations with proceeds from monetization transactions, its ability to continue as a going concern could be impaired or limited. 

Continued investment, capital needs, restructuring payments, dividends and servicing the Company’s debt require a significant amount of 

cash and it may not be able to generate sufficient cash to fund these activities, which could adversely affect its business, operating 

results and financial condition.  

Kodak’s business may not generate cash flow in an amount sufficient to enable it to pay the principal or mandatory redemption price of, or interest 

and dividends on, the 5% Secured Convertible Notes (the “Convertible Notes”) and the 5.50% Series A Convertible Preferred Stock (the “Series A 

Preferred Stock”), or to fund Kodak’s other liquidity needs, including working capital, capital expenditures, product development efforts, restructuring 

actions, strategic acquisitions, investments and alliances and other general corporate requirements. Its film manufacturing facilities are aged and 

without significant updates to equipment and systems will be more prone to failure.  Capital improvements are planned but there is risk to 

manufacturing operations especially due to the complexity of the processes and technology and the loss of knowledge as employees leave who are 

familiar with the processes and technology.  The longer these updates are delayed the higher the risk due to equipment failures, further 

obsolescence and additional loss of employees with the specific knowledge base. 

Kodak’s ability to generate cash is subject to general economic, financial, competitive, litigation, regulatory and other factors beyond its control. 

There are no assurances: 

• 

• 

• 

• 

• 

• 

Kodak’s businesses will generate sufficient cash flow from operations; 

Kodak will be able to repatriate or move cash to locations where and when it is needed; 

the Company will meet all the conditions associated with making borrowings or issuing letters of credit under the ABL 

Kodak will realize cost savings, earnings growth and operating improvements resulting from the execution of its business 

Credit Agreement; 

and restructuring plan; 

Kodak will not have to expend cash defending lawsuits regardless of the merits of any claims raised; or 

Future sources of funding will be available in amounts sufficient to enable funding of its liquidity needs. 

If Kodak cannot fund its liquidity needs, it will have to take actions, such as reducing or delaying capital expenditures, product development efforts, 
strategic acquisitions, and investments and alliances; selling additional assets; restructuring or refinancing the Company’s debt; or seeking additional 
equity capital. Such actions could increase the Company’s debt, negatively impact customer confidence in its ability to provide products and 
services, reduce its ability to raise additional capital and delay sustained profitability. There are no assurances any of these actions could, if 
necessary, be taken on commercially reasonable terms, or at all, or they would satisfy Kodak’s liquidity needs.  

If Kodak is unable to successfully develop, fund and commercialize products in certain businesses upon which it is focused or do so 
within an acceptable timeframe, its financial performance could be adversely affected.  

Kodak has focused its investments in Print, Advanced Materials, and Chemicals. These investment areas include offset plates and CTP devices, 
digital printing using commercial inkjet and electrophotography, high resolution functional printing for electronic and optical solutions, specialty 
chemicals, and smart materials for light control and 3D printing. Each of these businesses requires additional investment and may not be successful. 
The introduction of successful innovative products at market competitive prices and the achievement of scale are necessary for Kodak to grow these 
businesses, improve margins and achieve its financial objectives. Additionally, its strategy is based on a number of factors and assumptions, some 
of which are not within its control, such as the actions of third parties. There can be no assurance that it will be able to successfully execute all or any 
elements of its strategy, or that its ability to successfully execute its strategy will be unaffected by external factors. If Kodak is unsuccessful in 
growing its investment businesses as planned, or perceiving the needs of its target customers, its financial performance could be adversely affected. 

Due to the nature of the products it sells and Kodak’s worldwide distribution, Kodak is exposed to fluctuations in foreign currency 
exchange rates, interest rates and commodity costs which, together with tariffs that may be imposed, may adversely impact its results of 
operations and financial position. 

As a result of Kodak’s global operating and financing activities, it is exposed to changes in currency exchange rates and interest rates, which may 
adversely affect its results of operations and financial position.  Exchange rates and interest rates in markets in which it does business tend to be 
volatile and, at times, its sales and profitability can be negatively impacted across all its segments depending upon the value of the U.S. dollar and 
other major currencies such as the euro, the Japanese yen, the British pound and the Chinese yuan. In addition, Kodak’s products contain 
aluminum, silver, petroleum-based or other commodity-based raw materials, the prices of which have been, and may continue to be, volatile. In the 
case of aluminum and other raw materials and components imported by Kodak, tariffs imposed from time to time may give rise to future cost 
increases.  Tariffs or duties may also be imposed on exported products produced by Kodak, making such products less competitive in jurisdictions 
imposing such tariffs or duties.  If the global economic situation remains uncertain or worsens, there could be further volatility in changes in currency 
exchange rates, interest rates and commodity prices, which could have negative effects on its revenue and earnings. 

Weakness or worsening of global economic conditions could adversely affect Kodak’s financial performance and liquidity.  

The global economic environment may adversely affect sales of Kodak’s products, profitability and liquidity. Global financial markets have been 
experiencing extreme volatility, including as a result of the global outbreak of the coronavirus formally known as COVID-19.  Economic conditions 
could accelerate any decline in demand for products, which could also place pressure on its results of operations and liquidity.  In particular, if the 
coronavirus has a significant impact on the printing industry it could adversely impact the demand for Kodak’s products.  There is no guarantee that 
anticipated economic growth levels in markets which have experienced some economic strength will continue in the future, or Kodak will succeed in 
expanding sales in these markets. In addition, accounts receivable and past due accounts could increase due to a decline in its customers’ ability to 
pay as a result of an economic downturn, including as a result of the coronavirus, and its liquidity, including its ability to use credit lines, could be 
negatively impacted by failures of financial instrument counterparties, including banks and other financial institutions. If global economic weakness 
and tightness in the credit markets exist, worsen or are attenuated, Kodak’s profitability and related cash generation capability could be adversely 
affected and, therefore, affect its ability to meet its anticipated cash needs, impair its liquidity or increase its costs of borrowing. 

In June 2016, the United Kingdom (the “UK”) held a referendum in which voters opted for the country’s exit from the EU, commonly referred to 
as Brexit, Consistent with the outcome of this referendum, the UK left the EU on January 31, 2020.  Thus, the UK is no longer a member of the EU; 
however, the UK will continue to be subject to EU rules and remain a member of the single market and customs union during an implementation 
period. The implementation period runs to December 31, 2020 but may be extended for up to two years. The UK government is negotiating with the 
EU on trade and other terms for such exit. Leaving without any agreement on such terms would lead to disruption to UK/EU trade. However, Kodak 
has put appropriate plans in place for continuity of supply and purchase of products, although there is likely to be some limited cost impact 
associated with these plans. 

The uncertainty concerning Brexit has also caused global stock market volatility and currency exchange rate fluctuations that resulted in 
strengthening of the U.S. dollar relative to other foreign currencies in which we conduct business. There may also be broader uncertainty over the 
position the United States will take with respect to certain treaty and trade relationships with other countries. This uncertainty may impact (i) the 
ability or willingness of non-U.S. companies to transact business in the United States, including with the Company, (ii) regulation and trade 
agreements affecting U.S. companies, (iii) global stock markets and (iv) general global economic conditions. All of these factors are outside Kodak’s 
control but may cause it to adjust its strategy in order to compete effectively in global markets and could adversely affect its business, financial 
condition, operating results and cash flows. 

8 

9 

 
  
  
  
  
  
  
 
 
If Kodak is unable to successfully develop or commercialize new products or do so in a timely manner, its business, financial position and 
operating results may suffer. 

Kodak generally sells its products in industries which are characterized by rapid technological changes, frequent new product and service 
introductions and changing industry standards. 

Without the timely introduction of new products, services and enhancements, its products and services will become technologically obsolete over 
time, in which case its revenue and operating results would suffer. Therefore, its future results of operations will depend to a significant extent upon 
its ability to successfully commercialize new products in a timely manner. The success of its new products and services will depend on several 
factors, including its ability to: 

• 
• 
• 
• 
• 
• 
• 
• 
• 

identify customer needs; 
innovate and develop new technologies, services, and applications; 
commercialize new technologies in a timely manner; 
manufacture and deliver its products in sufficient volumes and on time; 
differentiate its offerings from its competitors’ offerings; 
price its products and services competitively; 
anticipate its competitors’ development of new products, services or technological innovations; 
work successfully alongside its partners; and 
control product quality in its manufacturing processes. 

As a result of these and other factors, products currently in development by Kodak (for example, UltraStream technology, new generations of Sonora 
offset plates, and small particle technology) may or may not be successfully commercialized in a timely manner, or at all. If any of its key products 
cannot be successfully or timely commercialized, its operating results could be adversely affected. Moreover, it cannot guarantee any investment 
made in developing products will be recouped, even if it is successful in commercializing those products, which could have a material adverse effect 
on its business, financial position and operating results. 

If Kodak’s commercialization and manufacturing processes fail to prevent issues with product reliability, yield and quality, its product 
launch plans may be delayed, its financial results may be adversely impacted, and its reputation may be harmed.  

In developing, commercializing and manufacturing Kodak’s products and services it must adequately address reliability and prevent yield and other 
quality issues, including defects in its engineering, design and manufacturing processes, as well as defects in third-party components included in its 
products. Because Kodak’s products are sophisticated and complicated to develop and commercialize with rapid advances in technologies, the 
occurrence of defects may increase, particularly with the introduction of new product lines. Unanticipated issues with product performance may delay 
product launch plans which could result in additional expenses, lost revenue and earnings. Although it has established internal procedures to 
minimize risks which may arise from product quality issues, there can be no assurance it will be able to eliminate or mitigate occurrences of these 
issues and associated liabilities. Product reliability, yield and quality issues can impair its relationships with new or existing customers and adversely 
affect its brand image; product quality issues can result in recalls, warranty, or other service obligations and litigation; and its reputation as a 
producer of high quality products could suffer, all of which could adversely affect its business as well as its financial results. 

If the reputation of Kodak or its brand erodes significantly, it could have a material impact on its financial results.  

Kodak’s reputation, and the reputation of its brand, form the foundation of its relationships with key stakeholders and other constituencies, including 
customers, suppliers and consumers. The quality and safety of Kodak’s products are critical to its business.  Kodak’s products have worldwide 
recognition, and its financial success is directly dependent on the success of its product offering.  One aspect of Kodak’s business is licensing others 
to use Kodak’s brand in connection with the sale of such licensees’ products and services, and activities by such licensees may be perceived by the 
market as being activities of Kodak.  The success of Kodak’s brand can suffer if its or its licensees’ marketing plans, product initiatives or activities do 
not have the desired impact on the brand’s image or ability to attract customers.  Kodak’s results could also be negatively impacted if its brand 
suffers substantial harm to its reputation due to significant product reliability and quality issues, and product-related litigation.  Additionally, negative 
or inaccurate postings or comments on social media or networking websites about Kodak, its licensees or its brand could generate adverse publicity 
which could damage the reputation of the brand.  Kodak also devotes significant time and resources to programs consistent with its corporate values 
and commitments that are designed to protect and preserve its reputation, such as social responsibility and environmental sustainability. If these 
programs are not executed as planned or suffer negative publicity, Kodak’s reputation and financial results could be adversely impacted. 

• 

• 

• 

• 

• 

• 

• 

foresee the course of market developments more accurately than it does; 

sell superior products and provide superior services or offer a broader variety of products and services; 

have the ability to produce or supply similar products and services at a lower cost; 

have better access to materials and supplies and the ability to acquire materials and supplies at a lower cost; 

develop stronger relationships with its suppliers or customers; 

adapt more quickly to new technologies or evolving customer requirements than it does; or 

have access to capital markets or other financing sources on more favorable terms than it can obtain. 

As a result, Kodak may not be able to compete successfully with its competitors. Finally, it may not be able to maintain its operating costs or prices at 

levels which would allow it to compete effectively. Kodak’s results of operations and financial condition may be adversely affected by these and other 

industry-wide pricing pressures. If its products, services and pricing are not sufficiently competitive with current and future competitors, it could also 

lose market share, adversely affecting its revenue, gross margins and cash flow. 

An inability to provide competitive financing arrangements to Kodak’s customers or extension of credit to customers whose 

creditworthiness deteriorates could adversely impact its revenue, profitability and financial position.  

The competitive environment in which Kodak operates may require it to facilitate or provide financing to its customers. Customer financing 

arrangements may cover all or a portion of the purchase price for its products and services. It may also assist customers in obtaining financing from 

banks and other sources. Its success may be dependent, in part, upon its ability to provide customer financing on competitive terms and on its 

customers’ creditworthiness. Tightening of credit in the global financial markets can adversely affect the ability of Kodak’s customers to obtain 

financing for significant purchases, which may result in a decrease in, or cancellation of, orders for its products and services. If Kodak is unable to 

provide competitive financing solutions to its customers or if it extends credit to customers whose creditworthiness deteriorates, its revenues, 

profitability and financial position could be adversely impacted. 

The loss of one or more of Kodak’s key personnel, or its failure to attract and retain other highly qualified personnel in the future, could 

harm its business.  

In order for it to be successful, Kodak must continue to attract, retain and motivate executives and other key employees, including technical, 

managerial, marketing, sales, research and support positions. Hiring and retaining qualified executives, research and engineering professionals, and 

qualified sales representatives, particularly in Kodak’s targeted growth markets, are critical to its future. It may be unable to attract and retain highly 

qualified management and employees, particularly if it does not offer employment terms competitive with the rest of the market. Failure to attract and 

retain qualified individuals, key leaders, executives and employees, or failure to develop and implement a viable succession plan, could result in 

inadequate depth of institutional knowledge or skill sets, which could adversely affect its business. 

If Kodak cannot effectively anticipate technology trends and develop and market new products to respond to changing customer needs 

and preferences, its revenue, earnings and cash flow could be adversely affected.  

Kodak serves imaging/print needs for business markets, including graphic communications, packaging, enterprise services, and printed electronics. 

Its success in these markets depends on its ability to offer differentiated solutions and technologies to capture market share and grow scale. To 

enable this, it must continually develop and introduce new products and services in a timely manner to keep pace with technological developments 

and achieve customer acceptance. In addition, the services and products it provides to customers may not or may no longer meet the needs of its 

customers as the business models of its customers evolve. Its customers may decide to outsource their imaging needs or may purchase imaging 

services and needs from other suppliers. In addition, it is difficult to predict successfully the products and services its customers will demand. The 

success of Kodak’s business depends in part on its ability to identify and respond promptly to changes in customer preferences, expectations and 

needs. If it does not timely assess and respond to changing customer expectations, preferences and needs, its financial condition, results of 

operations or cash flows could be adversely affected. 

If Kodak is unable to timely anticipate new technology trends, develop improvements to its current technology to address changing customer 

preferences, and effectively communicate its businesses, products, and the markets it serves, its revenue, earnings and cash flow could be 

adversely affected. The success of Kodak’s technology development efforts may be affected by the development efforts of its competitors, which 

may have more financial and other resources to better ascertain technology trends, changing customer preferences, and changing business 

expectations or models. Kodak’s assessment and response may as a result be incomplete or inferior when compared to its competitors, which could 

adversely affect its product roadmaps and associated revenue streams. 

Increased competition, including price competition, could have a material adverse impact on Kodak’s revenue, gross margins, cash flow 
and market share. 

Kodak has reduced the scope of its corporate-focused research and development activities.  If its investment in research and product development is 

inadequate, its response to changing customer needs and changing market dynamics may be too slow and this may adversely affect revenue 

The markets in which Kodak does business are highly competitive with large, entrenched, and well financed industry participants, many of which are 
larger than Kodak. In addition, it encounters aggressive price competition for many of its products and services from numerous companies globally. 
Any of its competitors may: 

streams from new products and services. 

10 

11 

  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
 
 
 
 
If Kodak is unable to successfully develop or commercialize new products or do so in a timely manner, its business, financial position and 

operating results may suffer. 

introductions and changing industry standards. 

Kodak generally sells its products in industries which are characterized by rapid technological changes, frequent new product and service 

Without the timely introduction of new products, services and enhancements, its products and services will become technologically obsolete over 

time, in which case its revenue and operating results would suffer. Therefore, its future results of operations will depend to a significant extent upon 

its ability to successfully commercialize new products in a timely manner. The success of its new products and services will depend on several 

• 
• 
• 
• 
• 
• 
• 

foresee the course of market developments more accurately than it does; 
sell superior products and provide superior services or offer a broader variety of products and services; 
have the ability to produce or supply similar products and services at a lower cost; 
have better access to materials and supplies and the ability to acquire materials and supplies at a lower cost; 
develop stronger relationships with its suppliers or customers; 
adapt more quickly to new technologies or evolving customer requirements than it does; or 
have access to capital markets or other financing sources on more favorable terms than it can obtain. 

factors, including its ability to: 

identify customer needs; 

• 

• 

• 

• 

• 

• 

• 

• 

• 

innovate and develop new technologies, services, and applications; 

commercialize new technologies in a timely manner; 

manufacture and deliver its products in sufficient volumes and on time; 

differentiate its offerings from its competitors’ offerings; 

price its products and services competitively; 

anticipate its competitors’ development of new products, services or technological innovations; 

work successfully alongside its partners; and 

control product quality in its manufacturing processes. 

As a result of these and other factors, products currently in development by Kodak (for example, UltraStream technology, new generations of Sonora 

offset plates, and small particle technology) may or may not be successfully commercialized in a timely manner, or at all. If any of its key products 

cannot be successfully or timely commercialized, its operating results could be adversely affected. Moreover, it cannot guarantee any investment 

made in developing products will be recouped, even if it is successful in commercializing those products, which could have a material adverse effect 

on its business, financial position and operating results. 

If Kodak’s commercialization and manufacturing processes fail to prevent issues with product reliability, yield and quality, its product 

launch plans may be delayed, its financial results may be adversely impacted, and its reputation may be harmed.  

In developing, commercializing and manufacturing Kodak’s products and services it must adequately address reliability and prevent yield and other 

quality issues, including defects in its engineering, design and manufacturing processes, as well as defects in third-party components included in its 

products. Because Kodak’s products are sophisticated and complicated to develop and commercialize with rapid advances in technologies, the 

occurrence of defects may increase, particularly with the introduction of new product lines. Unanticipated issues with product performance may delay 

product launch plans which could result in additional expenses, lost revenue and earnings. Although it has established internal procedures to 

minimize risks which may arise from product quality issues, there can be no assurance it will be able to eliminate or mitigate occurrences of these 

issues and associated liabilities. Product reliability, yield and quality issues can impair its relationships with new or existing customers and adversely 

affect its brand image; product quality issues can result in recalls, warranty, or other service obligations and litigation; and its reputation as a 

producer of high quality products could suffer, all of which could adversely affect its business as well as its financial results. 

If the reputation of Kodak or its brand erodes significantly, it could have a material impact on its financial results.  

Kodak’s reputation, and the reputation of its brand, form the foundation of its relationships with key stakeholders and other constituencies, including 

customers, suppliers and consumers. The quality and safety of Kodak’s products are critical to its business.  Kodak’s products have worldwide 

recognition, and its financial success is directly dependent on the success of its product offering.  One aspect of Kodak’s business is licensing others 

to use Kodak’s brand in connection with the sale of such licensees’ products and services, and activities by such licensees may be perceived by the 

market as being activities of Kodak.  The success of Kodak’s brand can suffer if its or its licensees’ marketing plans, product initiatives or activities do 

not have the desired impact on the brand’s image or ability to attract customers.  Kodak’s results could also be negatively impacted if its brand 

suffers substantial harm to its reputation due to significant product reliability and quality issues, and product-related litigation.  Additionally, negative 

or inaccurate postings or comments on social media or networking websites about Kodak, its licensees or its brand could generate adverse publicity 

which could damage the reputation of the brand.  Kodak also devotes significant time and resources to programs consistent with its corporate values 

and commitments that are designed to protect and preserve its reputation, such as social responsibility and environmental sustainability. If these 

programs are not executed as planned or suffer negative publicity, Kodak’s reputation and financial results could be adversely impacted. 

Increased competition, including price competition, could have a material adverse impact on Kodak’s revenue, gross margins, cash flow 

The markets in which Kodak does business are highly competitive with large, entrenched, and well financed industry participants, many of which are 

larger than Kodak. In addition, it encounters aggressive price competition for many of its products and services from numerous companies globally. 

and market share. 

Any of its competitors may: 

As a result, Kodak may not be able to compete successfully with its competitors. Finally, it may not be able to maintain its operating costs or prices at 
levels which would allow it to compete effectively. Kodak’s results of operations and financial condition may be adversely affected by these and other 
industry-wide pricing pressures. If its products, services and pricing are not sufficiently competitive with current and future competitors, it could also 
lose market share, adversely affecting its revenue, gross margins and cash flow. 

An inability to provide competitive financing arrangements to Kodak’s customers or extension of credit to customers whose 
creditworthiness deteriorates could adversely impact its revenue, profitability and financial position.  

The competitive environment in which Kodak operates may require it to facilitate or provide financing to its customers. Customer financing 
arrangements may cover all or a portion of the purchase price for its products and services. It may also assist customers in obtaining financing from 
banks and other sources. Its success may be dependent, in part, upon its ability to provide customer financing on competitive terms and on its 
customers’ creditworthiness. Tightening of credit in the global financial markets can adversely affect the ability of Kodak’s customers to obtain 
financing for significant purchases, which may result in a decrease in, or cancellation of, orders for its products and services. If Kodak is unable to 
provide competitive financing solutions to its customers or if it extends credit to customers whose creditworthiness deteriorates, its revenues, 
profitability and financial position could be adversely impacted. 

The loss of one or more of Kodak’s key personnel, or its failure to attract and retain other highly qualified personnel in the future, could 
harm its business.  

In order for it to be successful, Kodak must continue to attract, retain and motivate executives and other key employees, including technical, 
managerial, marketing, sales, research and support positions. Hiring and retaining qualified executives, research and engineering professionals, and 
qualified sales representatives, particularly in Kodak’s targeted growth markets, are critical to its future. It may be unable to attract and retain highly 
qualified management and employees, particularly if it does not offer employment terms competitive with the rest of the market. Failure to attract and 
retain qualified individuals, key leaders, executives and employees, or failure to develop and implement a viable succession plan, could result in 
inadequate depth of institutional knowledge or skill sets, which could adversely affect its business. 

If Kodak cannot effectively anticipate technology trends and develop and market new products to respond to changing customer needs 
and preferences, its revenue, earnings and cash flow could be adversely affected.  

Kodak serves imaging/print needs for business markets, including graphic communications, packaging, enterprise services, and printed electronics. 
Its success in these markets depends on its ability to offer differentiated solutions and technologies to capture market share and grow scale. To 
enable this, it must continually develop and introduce new products and services in a timely manner to keep pace with technological developments 
and achieve customer acceptance. In addition, the services and products it provides to customers may not or may no longer meet the needs of its 
customers as the business models of its customers evolve. Its customers may decide to outsource their imaging needs or may purchase imaging 
services and needs from other suppliers. In addition, it is difficult to predict successfully the products and services its customers will demand. The 
success of Kodak’s business depends in part on its ability to identify and respond promptly to changes in customer preferences, expectations and 
needs. If it does not timely assess and respond to changing customer expectations, preferences and needs, its financial condition, results of 
operations or cash flows could be adversely affected. 

If Kodak is unable to timely anticipate new technology trends, develop improvements to its current technology to address changing customer 
preferences, and effectively communicate its businesses, products, and the markets it serves, its revenue, earnings and cash flow could be 
adversely affected. The success of Kodak’s technology development efforts may be affected by the development efforts of its competitors, which 
may have more financial and other resources to better ascertain technology trends, changing customer preferences, and changing business 
expectations or models. Kodak’s assessment and response may as a result be incomplete or inferior when compared to its competitors, which could 
adversely affect its product roadmaps and associated revenue streams. 

Kodak has reduced the scope of its corporate-focused research and development activities.  If its investment in research and product development is 
inadequate, its response to changing customer needs and changing market dynamics may be too slow and this may adversely affect revenue 
streams from new products and services. 

10 

11 

  
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
 
 
 
 
develop manufacturing methods appropriate to Kodak’s products; 

quickly respond to changes in customer demand for Kodak’s products; 
obtain supplies and materials necessary for the manufacturing process; or 

• 
•  maintain an adequate control environment; 
• 
• 
•  mitigate the impact of labor shortages and/or other disruptions. 

Kodak makes investments in new products and services that may not achieve expected returns.  

Commercial success depends on many factors, including innovativeness, developer support, and effective distribution and marketing. If customers 
do not perceive Kodak’s latest offerings as providing significant new functionality or other value, they may reduce their purchases of new products or 
upgrades, unfavorably affecting revenue. Kodak may not achieve significant revenue from new product, service, and distribution channel 
investments for several years, if at all.   

New products and services may not be profitable, and even if they are profitable, operating margins for some new products and businesses may not 
be as high as the margins Kodak has experienced historically. Developing new technologies is complex. It can require long development and testing 
periods. Significant delays in new releases or significant problems in creating new products or services could adversely affect Kodak’s revenue. 

Kodak relies on third-party suppliers and service providers to support its manufacturing, logistics, and business operations and faces the 
risks associated with reliance on external business partners.  

Kodak relies on third-party suppliers for goods and services to support its manufacturing, logistics, and business operations.  To the extent it relies 
on third-parties, it faces the risks that those third parties may not be able to: 

Certain of Kodak’s critical business functions, including its manufacturing and field service operations, cannot be performed remotely, and an inability 

of Kodak’s employees to physically work at its or its customers locations due to government restrictions, health concerns or illness may disrupt its 

operations, perhaps significantly.  Kodak has already experienced some disruptions in its manufacturing and logistics operations due to the 

coronavirus outbreak.  The full extent to which the coronavirus outbreak impacts Kodak’s results will depend on future developments, which are 

highly uncertain and cannot be predicted at the time of this filing, including new information which may emerge concerning the severity of the 

coronavirus and the actions taken to contain the virus or treat its impact, among others. Complications from the coronavirus outbreak could have a 

material adverse effect on the continuity of our business operations and our results of operations and financial position, particularly if such 

complications have an extended duration. 

In addition, some areas, including parts of the east and west coasts of the United States, have previously experienced, and may experience in the 

future, major power shortages and blackouts. These blackouts could cause disruptions to its operations or the operations of its suppliers, distributors 

and resellers, or customers. Kodak has operations including research and development facilities in geographically disparate locations, such as 

Israel, Japan, China, Canada and Germany. The impact of these risks is greater in areas where products are manufactured at a sole or limited 

number of location(s), and where the sourcing of materials is limited to a sole or limited base of suppliers, since any material interruption in 

operations in such locations or suppliers could impact Kodak’s ability to provide a particular product or service for a period of time. 

Kodak’s inability to effectively complete and manage strategic transactions could adversely impact its business performance, including 

its financial results.  

As part of Kodak’s strategy, it may be engaged in discussions with third parties regarding possible divestitures, asset sales, spin-offs, investments, 

acquisitions, strategic alliances, joint ventures, and outsourcing transactions and may enter into agreements relating to such transactions in order to 

further its business objectives.  In order to successfully pursue its strategic transaction strategy, it must identify suitable buyers, sellers and partners 

and successfully complete transactions, some of which may be large and complex, and manage post-closing issues such as the elimination of any 

remaining post-sale costs related to divested businesses.  Transaction risk can be more pronounced for larger and more complicated transactions or 

when multiple transactions are pursued simultaneously.  There are no assurances Kodak will be able to consummate any strategic transactions 

which it undertakes or, if consummated, Kodak will achieve the benefits sought to be achieved from such strategic transactions.  If Kodak fails to 

identify and successfully complete transactions that further its strategic objectives, it may be required to expend resources to develop products and 

technology internally, it may be at a competitive disadvantage or it may be adversely affected by negative market perceptions. Any of these factors 

could have an adverse effect on its revenue, gross margins and profitability. In addition, unpredictability surrounding the timing of such transactions 

could adversely affect its financial results. 

Kodak may pursue acquisitions or combinations which could fail or present unanticipated problems for its business in the future, which 

would adversely affect its ability to realize the anticipated benefits of those transactions or increase the price it would be required to pay.  

Kodak may seek to enter into transactions which may include acquiring or combining with other businesses. It may not be able to identify suitable 

acquisition or combination opportunities or finance and complete any particular acquisition or combination successfully. Furthermore, acquisitions 

and combinations involve a number of risks and challenges, including: 

the ability to obtain required regulatory and other approvals; 

the need to integrate acquired or combined operations with its business; 

potential loss of key employees; 

difficulty in evaluating operating costs, infrastructure requirements, environmental and other liabilities and other factors 

beyond its control; 

potential lack of operating experience in new business or geographic areas; 

an increase in its expenses and working capital requirements; 

management’s attention may be temporarily diverted; and 

the possibility it may be required to issue a substantial amount of additional equity or debt securities or assume additional 

debt in connection with any such transactions. 

Any of these factors could adversely affect its ability to achieve anticipated levels of cash flows or realize synergies or other anticipated benefits from 

a strategic transaction. Furthermore, the market for transactions is highly competitive, which may adversely affect its ability to find transactions which 

fit its strategic objectives or increase the price it would be required to pay (which could decrease the benefit of the transaction or hinder its desire or 

ability to consummate the transaction). Strategic transactions may occur at any time and may be significant in size relative to its assets and 

operations. 

• 

• 

• 

• 

• 

• 

• 

• 

• 

Suppliers may choose to unilaterally withhold products, components or services. In addition, Kodak may experience shortages in supply and 
disruptions in service as a result of unexpected demand, transportation and logistical limitations, and/or disruptions or production difficulties at its 
suppliers, such as disruptions due to fires, medical epidemics, other natural disasters or events outside of a supplier’s control. In addition, disruptions 
could result from a reduction in the number of its suppliers due to their own financial difficulties or a reduction in the products offered by such 
suppliers. As a result of the loss of any supplier, or a substantial decrease in the availability of products from its suppliers, Kodak may be unable to 
meet its customer commitments, its costs could be higher than planned, and its cash flows and the reliability of its products could be negatively 
impacted. Kodak will vigorously enforce its contractual rights under such circumstances, but there is no guarantee it will be successful in preventing 
or mitigating the effects of unilateral actions by its suppliers. Other supplier problems that Kodak could encounter include electronic component 
shortages, excess supply, risks related to the duration and termination of its contracts with suppliers for components and materials and risks related 
to the ability to obtain products, components or services from single source suppliers on favorable terms or at all. The realization of any of these 
risks, should alternative third-party relationships not be established, could cause interruptions in supply or increases in costs which might result in 
Kodak’s inability to meet customer demand for its products, damage to its relationships with its customers, and reduced market share, all of which 
could adversely affect its results of operations and financial condition. 

Any significant negative change in the payment terms that Kodak has with its suppliers could adversely affect its liquidity.  There is a risk that 
Kodak’s key suppliers could respond to any actual or apparent decrease in or any concern with its financial results or liquidity by requiring or 
conditioning their sale of goods or services to Kodak on more stringent or more costly payment terms, such as by requiring standby letters of credit, 
earlier or advance payment of invoices, payment upon delivery, or shorter payment terms. Kodak’s need for additional liquidity could significantly 
increase and its supply could be materially disrupted if a significant portion of its key suppliers and vendors took one or more of the actions described 
above, which could have a material adverse effect on its sales, customer satisfaction, cash flows, liquidity and financial position. 

Business disruptions could seriously harm Kodak’s future revenue and financial condition and increase its costs and expenses.  

wrong, inaccurate or changing business assumptions on which such acquisitions or combinations are predicated; 

Worldwide operations could be subject to earthquakes, power shortages, telecommunications failures, cyber-attacks, terrorism and other physical 
security threats, water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics, political or economic 
instability, and other natural or manmade disasters or business interruptions, for which Kodak is predominantly self-insured. The occurrence of any 
of these business disruptions could seriously harm its revenue and financial condition and increase its costs and expenses.  

The ongoing outbreak of the coronavirus formally known as COVID-19 emanating from China in December 2019 and spreading throughout many 
regions of the world has resulted in travel restrictions to and from affected regions, disruptions to suppliers’ performance and delivery, in some cases 
whether or not based in affected regions, as well as the temporary shutdown of many businesses in affected regions. Kodak has manufacturing, 
service and sales operations in affected regions, including China, Germany and Italy, and regularly imports and exports products into and out of the 
affected regions. Kodak also relies on: 

• 

• 
• 
• 

• 
• 

certain third-party suppliers and vendors in affected regions for goods and services to support its global business 
operations; 
customers whose need for Kodak products is based on manufacturing operations in affected regions; 
suppliers, some of which are based in affected regions, to transport products into and out of affected regions; 
companies operating outside affected regions who obtain critical raw materials or components from affected regions to 
supply Kodak; 
the shooting, production and release of motion picture films in or dependent on affected regions; and 
royalties from brand licensees that source products from or sell products in affected regions.

12 

13 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
  
  
  
  
Kodak makes investments in new products and services that may not achieve expected returns.  

Commercial success depends on many factors, including innovativeness, developer support, and effective distribution and marketing. If customers 

do not perceive Kodak’s latest offerings as providing significant new functionality or other value, they may reduce their purchases of new products or 

upgrades, unfavorably affecting revenue. Kodak may not achieve significant revenue from new product, service, and distribution channel 

investments for several years, if at all.   

New products and services may not be profitable, and even if they are profitable, operating margins for some new products and businesses may not 

be as high as the margins Kodak has experienced historically. Developing new technologies is complex. It can require long development and testing 

periods. Significant delays in new releases or significant problems in creating new products or services could adversely affect Kodak’s revenue. 

Kodak relies on third-party suppliers and service providers to support its manufacturing, logistics, and business operations and faces the 

risks associated with reliance on external business partners.  

Kodak relies on third-party suppliers for goods and services to support its manufacturing, logistics, and business operations.  To the extent it relies 

on third-parties, it faces the risks that those third parties may not be able to: 

• 

• 

• 

develop manufacturing methods appropriate to Kodak’s products; 

•  maintain an adequate control environment; 

quickly respond to changes in customer demand for Kodak’s products; 

obtain supplies and materials necessary for the manufacturing process; or 

•  mitigate the impact of labor shortages and/or other disruptions. 

Suppliers may choose to unilaterally withhold products, components or services. In addition, Kodak may experience shortages in supply and 

disruptions in service as a result of unexpected demand, transportation and logistical limitations, and/or disruptions or production difficulties at its 

suppliers, such as disruptions due to fires, medical epidemics, other natural disasters or events outside of a supplier’s control. In addition, disruptions 

could result from a reduction in the number of its suppliers due to their own financial difficulties or a reduction in the products offered by such 

suppliers. As a result of the loss of any supplier, or a substantial decrease in the availability of products from its suppliers, Kodak may be unable to 

meet its customer commitments, its costs could be higher than planned, and its cash flows and the reliability of its products could be negatively 

impacted. Kodak will vigorously enforce its contractual rights under such circumstances, but there is no guarantee it will be successful in preventing 

or mitigating the effects of unilateral actions by its suppliers. Other supplier problems that Kodak could encounter include electronic component 

shortages, excess supply, risks related to the duration and termination of its contracts with suppliers for components and materials and risks related 

to the ability to obtain products, components or services from single source suppliers on favorable terms or at all. The realization of any of these 

risks, should alternative third-party relationships not be established, could cause interruptions in supply or increases in costs which might result in 

Kodak’s inability to meet customer demand for its products, damage to its relationships with its customers, and reduced market share, all of which 

could adversely affect its results of operations and financial condition. 

Any significant negative change in the payment terms that Kodak has with its suppliers could adversely affect its liquidity.  There is a risk that 

Kodak’s key suppliers could respond to any actual or apparent decrease in or any concern with its financial results or liquidity by requiring or 

conditioning their sale of goods or services to Kodak on more stringent or more costly payment terms, such as by requiring standby letters of credit, 

earlier or advance payment of invoices, payment upon delivery, or shorter payment terms. Kodak’s need for additional liquidity could significantly 

increase and its supply could be materially disrupted if a significant portion of its key suppliers and vendors took one or more of the actions described 

above, which could have a material adverse effect on its sales, customer satisfaction, cash flows, liquidity and financial position. 

Business disruptions could seriously harm Kodak’s future revenue and financial condition and increase its costs and expenses.  

Worldwide operations could be subject to earthquakes, power shortages, telecommunications failures, cyber-attacks, terrorism and other physical 

security threats, water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics, political or economic 

instability, and other natural or manmade disasters or business interruptions, for which Kodak is predominantly self-insured. The occurrence of any 

of these business disruptions could seriously harm its revenue and financial condition and increase its costs and expenses.  

The ongoing outbreak of the coronavirus formally known as COVID-19 emanating from China in December 2019 and spreading throughout many 

regions of the world has resulted in travel restrictions to and from affected regions, disruptions to suppliers’ performance and delivery, in some cases 

whether or not based in affected regions, as well as the temporary shutdown of many businesses in affected regions. Kodak has manufacturing, 

service and sales operations in affected regions, including China, Germany and Italy, and regularly imports and exports products into and out of the 

affected regions. Kodak also relies on: 

certain third-party suppliers and vendors in affected regions for goods and services to support its global business 

operations; 

supply Kodak; 

• 

• 

• 

• 

• 

• 

customers whose need for Kodak products is based on manufacturing operations in affected regions; 

suppliers, some of which are based in affected regions, to transport products into and out of affected regions; 

companies operating outside affected regions who obtain critical raw materials or components from affected regions to 

the shooting, production and release of motion picture films in or dependent on affected regions; and 

royalties from brand licensees that source products from or sell products in affected regions.

Certain of Kodak’s critical business functions, including its manufacturing and field service operations, cannot be performed remotely, and an inability 
of Kodak’s employees to physically work at its or its customers locations due to government restrictions, health concerns or illness may disrupt its 
operations, perhaps significantly.  Kodak has already experienced some disruptions in its manufacturing and logistics operations due to the 
coronavirus outbreak.  The full extent to which the coronavirus outbreak impacts Kodak’s results will depend on future developments, which are 
highly uncertain and cannot be predicted at the time of this filing, including new information which may emerge concerning the severity of the 
coronavirus and the actions taken to contain the virus or treat its impact, among others. Complications from the coronavirus outbreak could have a 
material adverse effect on the continuity of our business operations and our results of operations and financial position, particularly if such 
complications have an extended duration. 

In addition, some areas, including parts of the east and west coasts of the United States, have previously experienced, and may experience in the 
future, major power shortages and blackouts. These blackouts could cause disruptions to its operations or the operations of its suppliers, distributors 
and resellers, or customers. Kodak has operations including research and development facilities in geographically disparate locations, such as 
Israel, Japan, China, Canada and Germany. The impact of these risks is greater in areas where products are manufactured at a sole or limited 
number of location(s), and where the sourcing of materials is limited to a sole or limited base of suppliers, since any material interruption in 
operations in such locations or suppliers could impact Kodak’s ability to provide a particular product or service for a period of time. 

Kodak’s inability to effectively complete and manage strategic transactions could adversely impact its business performance, including 
its financial results.  

As part of Kodak’s strategy, it may be engaged in discussions with third parties regarding possible divestitures, asset sales, spin-offs, investments, 
acquisitions, strategic alliances, joint ventures, and outsourcing transactions and may enter into agreements relating to such transactions in order to 
further its business objectives.  In order to successfully pursue its strategic transaction strategy, it must identify suitable buyers, sellers and partners 
and successfully complete transactions, some of which may be large and complex, and manage post-closing issues such as the elimination of any 
remaining post-sale costs related to divested businesses.  Transaction risk can be more pronounced for larger and more complicated transactions or 
when multiple transactions are pursued simultaneously.  There are no assurances Kodak will be able to consummate any strategic transactions 
which it undertakes or, if consummated, Kodak will achieve the benefits sought to be achieved from such strategic transactions.  If Kodak fails to 
identify and successfully complete transactions that further its strategic objectives, it may be required to expend resources to develop products and 
technology internally, it may be at a competitive disadvantage or it may be adversely affected by negative market perceptions. Any of these factors 
could have an adverse effect on its revenue, gross margins and profitability. In addition, unpredictability surrounding the timing of such transactions 
could adversely affect its financial results. 

Kodak may pursue acquisitions or combinations which could fail or present unanticipated problems for its business in the future, which 
would adversely affect its ability to realize the anticipated benefits of those transactions or increase the price it would be required to pay.  

Kodak may seek to enter into transactions which may include acquiring or combining with other businesses. It may not be able to identify suitable 
acquisition or combination opportunities or finance and complete any particular acquisition or combination successfully. Furthermore, acquisitions 
and combinations involve a number of risks and challenges, including: 

• 
• 
• 
• 

• 
• 
• 
• 
• 

the ability to obtain required regulatory and other approvals; 
the need to integrate acquired or combined operations with its business; 
potential loss of key employees; 
difficulty in evaluating operating costs, infrastructure requirements, environmental and other liabilities and other factors 
beyond its control; 
wrong, inaccurate or changing business assumptions on which such acquisitions or combinations are predicated; 
potential lack of operating experience in new business or geographic areas; 
an increase in its expenses and working capital requirements; 
management’s attention may be temporarily diverted; and 
the possibility it may be required to issue a substantial amount of additional equity or debt securities or assume additional 
debt in connection with any such transactions. 

Any of these factors could adversely affect its ability to achieve anticipated levels of cash flows or realize synergies or other anticipated benefits from 
a strategic transaction. Furthermore, the market for transactions is highly competitive, which may adversely affect its ability to find transactions which 
fit its strategic objectives or increase the price it would be required to pay (which could decrease the benefit of the transaction or hinder its desire or 
ability to consummate the transaction). Strategic transactions may occur at any time and may be significant in size relative to its assets and 
operations. 

12 

13 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
  
  
  
  
Cyber-attacks or other data security incidents that disrupt Kodak’s operations or result in the breach or other compromise of proprietary 
of confidential information about its workforce, its customers, or other third parties could disrupt its business, harm its reputation, cause 
it to lose customers, and expose it to costly regulatory enforcement and litigation.  

To effectively manage Kodak’s global business, it depends on secure and reliable information technology systems with accurate data. These 
systems and their underlying infrastructure are provided by a combination of Kodak and third-parties, and if unavailable or unreliable, could disrupt 
Kodak’s operations, causing delays or cancellation of customer orders, impeding the manufacturing or delivery of products, delaying the reporting of 
financial results, or impacting other business processes critical to running its business. 

Kodak’s IT systems contain critical information about its business, including intellectual property and confidential information of its customers, 
business partners, and employees.  Cyber-attacks or defects in its systems could result in this proprietary information being disclosed or modified, 
which could cause significant damage to its business or its reputation.  Kodak has system controls and security measures in place that are designed 
to protect its IT systems against intentional or unintentional disruptions of its operations or disclosure of confidential information, but it may not be 
able to implement solutions that result in stopping or detecting all of these threats to its internal information systems or those of its third-party 
providers.  A breach of Kodak’s security measures could result in unauthorized access to and misuse of its information, corruption of data, or 
disruption of operations, any of which could have a material adverse impact on its business. 

Kodak also provides IT-based products and services to its customers, and operates services used by its customers and hosted by Kodak, both 
businesses and consumers, and a breach of its security or reliability measures, or those of its third-party service providers, could negatively impact 
its customers’ operations or data privacy. 

Attacks on IT systems continue to grow in frequency, complexity and sophistication, and Kodak is regularly targeted by unauthorized parties using 
malicious tactics, code and viruses.  

It has programs in place to prevent, detect and respond to data or cyber security incidents. However, because the techniques used to obtain 
unauthorized access, disable or degrade service, or sabotage systems change frequently, are increasingly more complex and sophisticated and may 
be difficult to detect for long periods of time, Kodak may be unable or fail to anticipate these techniques or implement adequate or timely preventive 
or responsive measures. 

Failure to comply with anti-corruption laws and regulations, anti-money laundering laws and regulations, economic and trade sanctions, 
and similar laws could have a materially adverse effect on Kodak’s reputation, results of operations or financial condition, or have other 
adverse consequences.  

Regulators worldwide are exercising heightened scrutiny with respect to anti-corruption, economic and trade sanctions, and anti-money laundering 
laws and regulations. Such heightened scrutiny has resulted in more aggressive investigations and enforcement of such laws and more burdensome 
regulations, any of which could adversely impact Kodak’s business.  Kodak has a global operating presence, including in numerous developing 
economies where companies and government officials are more likely to engage in business practices that are prohibited by domestic and foreign 
laws and regulations, including the United States Foreign Corrupt Practices Act and the U.K. Bribery Act. Such laws generally prohibit improper 
payments or offers of payments to foreign government officials and leaders of political parties, and in some cases, to other persons, for the purpose 
of obtaining or retaining business.  Kodak is also subject to economic and trade sanctions programs, including those administered by the U.S. 
Treasury Department’s Office of Foreign Assets Control, which prohibit or restrict transactions or dealings with specified countries, their 
governments, and in certain circumstances, their nationals, and with individuals and entities that are specially designated, including narcotics 
traffickers and terrorists or terrorist organizations, among others.  In addition, Kodak is subject to anti-money laundering laws and regulations.  

Kodak has implemented policies and procedures to monitor and address compliance with applicable anti-corruption, economic and trade sanctions 
and anti-money laundering laws and regulations, and it periodically reviews, upgrades and enhances certain of its policies and procedures. However, 
there can be no assurance that its employees, consultants or agents will not take actions in violation of its policies for which it may be ultimately 
responsible, or that its policies and procedures will be adequate or will be determined to be adequate by regulators.  Any violations of applicable anti-
corruption, economic and trade sanctions or anti-money laundering laws or regulations could limit certain of Kodak’s business activities until they are 
satisfactorily remediated and could result in civil and criminal penalties, including fines, which could damage its reputation and have a materially 
adverse effect on its results of operation or financial condition.  

Failure to comply with privacy, data protection and cyber security laws and regulations could have a materially adverse effect on Kodak’s 
reputation, results of operations or financial condition.  

Kodak receives, processes, transmits and stores information relating to identifiable individuals (personal information), both in its role as a technology 
provider and as an employer. As a result, Kodak is subject to numerous U.S. federal and state and foreign laws and regulations relating to personal 
information. These laws have been subject to frequent changes, and new legislation in this area may be enacted at any time. In Europe, the General 
Data Protection Regulation (“GDPR”) became effective on May 25, 2018 for all European Union (“EU”) member states. The GDPR includes 
operational requirements for companies receiving or processing personal data of EU residents that are partially different from those previously in 
place and includes significant penalties for non-compliance. In the United States, the California Consumer Privacy Act (“CCPA”) became effective on 
January 1, 2020 and many other states are in various stages of implementing privacy legislation. The CCPA provides California residents with 
specific privacy rights including a new private right of action for certain data breaches.  

Recently enacted laws and regulations, as well as any other change to existing laws, the introduction of new laws in this area, or the failure to 

comply with existing laws that are applicable, may subject Kodak to, among other things, additional costs or changes to its business practices, 

liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on its ability to obtain and process information and 

allegations by its customers and clients that it has not performed its contractual obligations. At the same time, the risk of cyber-attacks is relevant to 

the requirements regarding storage, transfer, sharing and handling of personal information.   

This environment demands Kodak continuously improve its design and coordination of security controls and contractual arrangements across its 

businesses and geographies.  Despite these efforts, it is possible its security controls over personal data, its training of employees and vendors on 

data privacy and data security, and other practices it follows may not prevent the improper disclosure of personal information.  Improper disclosure of 

this information could harm its reputation or subject it to liability under laws which protect personal data, resulting in increased costs or loss of 

revenue. 

If Kodak cannot protect the intellectual property rights on which its business depends, or if third parties assert it violates their intellectual 

property rights, its revenue, earnings, expenses and liquidity may be adversely impacted.  

A key differentiator for Kodak in many of its businesses is its technological advantage over competitors’ products and solutions. Its technological 

advantage is supported by Kodak’s intellectual property rights. Patent, copyright, trademark and trade secret laws in the United States and similar 

laws in other countries, and non-disclosure, confidentiality and other types of agreements with Kodak’s employees, customers, suppliers and other 

parties, may not be effective in establishing, maintaining, protecting and enforcing Kodak’s intellectual property rights.  

Any of Kodak’s direct or indirect intellectual property rights could be challenged, invalidated, circumvented, infringed, diluted, disclosed or 

misappropriated, or such intellectual property rights may not be sufficient to permit it to take advantage of current market trends or otherwise to 

provide competitive advantages, which could result in costly product redesign efforts, discontinuance of certain product offerings or other competitive 

harm. Further, the laws of certain countries do not protect proprietary rights to the same degree as the laws of the United States. 

Therefore, in certain jurisdictions, Kodak may be unable to protect its proprietary technology adequately against unauthorized third party copying, 

infringement or use, which could adversely affect its competitive position.  Also, some of Kodak’s business and some of its products rely on key 

technologies developed or licensed by third parties and, because of the rapid pace of technological change in the information technology industry, it 

may not be able to obtain or continue to obtain licenses and technologies from relevant third parties on reasonable terms, or at all. 

Kodak also licenses third parties to use its trademarks. In an effort to preserve its trademark rights, Kodak enters into license agreements with these 

third parties which govern the use of its trademarks and require its licensees to abide by quality control standards with respect to the goods and 

services they provide under the trademarks. Although Kodak makes efforts to police the use of its trademarks by its licensees, there can be no 

assurance these efforts will be sufficient to ensure the licensees abide by the terms of their licenses. In the event Kodak’s licensees fail to do so, its 

trademark rights could be diluted and its reputation harmed by its licensees’ activities.  Also, failure by Kodak and its licensees to sufficiently exploit 

any of Kodak’s trademarks in any markets could erode Kodak’s trademark rights with respect to the relevant trademarks. Because the laws and 

enforcement regimes of certain countries do not protect proprietary rights to the same degree as those in the United States, in certain jurisdictions 

Kodak may be unable to adequately prevent such unauthorized uses, which could result in impairment of its trademark rights. 

Kodak has made substantial investments in new, proprietary technologies and has filed patent applications and obtained patents to protect its 

intellectual property rights in these technologies as well as the interests of its licensees. There can be no assurance Kodak’s patent applications will 

be approved, any patents issued will be of sufficient scope or strength to provide it with meaningful protection, or such patents will not be challenged 

by third parties. Furthermore, Kodak may fail to accurately predict all of the countries where patent protection will ultimately be desirable, and if it fails 

to timely file a patent application in any such country, it may be precluded from doing so at a later date. The patents issuing may vary in scope of 

coverage depending on the country in which such patents issue. 

In addition, the intellectual property rights of others could inhibit Kodak’s ability to conduct its business. Other companies may hold patents on 

technologies used in Kodak’s industries and some of these companies may be aggressively seeking to expand, enforce or license their patent 

portfolios.  Third parties may claim Kodak and its customers, licensees or other parties indemnified by it are infringing upon their intellectual property 

rights. Such claims may be made by competitors seeking to block or limit Kodak’s access to certain markets. Additionally, certain individuals and 

groups have purchased intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from 

large companies like Kodak. Even if it believes the claims are without merit, these claims may have the following negative impacts on its business: 

• 

• 

• 

• 

claims can be time consuming and costly to defend and may distract management’s attention and resources; 

claims of intellectual property infringement may require it to redesign affected products, enter into costly settlement 

or license agreements or pay costly damage awards, or face a temporary or permanent injunction prohibiting it from 

marketing or selling certain of its products; 

even if it has an agreement with a third party to indemnify it against such costs, the indemnifying party may be 

unable to uphold such party’s contractual obligations; and 

if it cannot or does not license the infringed technology at all, license the technology on reasonable terms or 

substitute similar technology from another source, its revenue and earnings could be adversely impacted. 

14 

15 

  
  
  
  
 
Cyber-attacks or other data security incidents that disrupt Kodak’s operations or result in the breach or other compromise of proprietary 

of confidential information about its workforce, its customers, or other third parties could disrupt its business, harm its reputation, cause 

it to lose customers, and expose it to costly regulatory enforcement and litigation.  

To effectively manage Kodak’s global business, it depends on secure and reliable information technology systems with accurate data. These 

systems and their underlying infrastructure are provided by a combination of Kodak and third-parties, and if unavailable or unreliable, could disrupt 

Kodak’s operations, causing delays or cancellation of customer orders, impeding the manufacturing or delivery of products, delaying the reporting of 

financial results, or impacting other business processes critical to running its business. 

Kodak’s IT systems contain critical information about its business, including intellectual property and confidential information of its customers, 

business partners, and employees.  Cyber-attacks or defects in its systems could result in this proprietary information being disclosed or modified, 

which could cause significant damage to its business or its reputation.  Kodak has system controls and security measures in place that are designed 

to protect its IT systems against intentional or unintentional disruptions of its operations or disclosure of confidential information, but it may not be 

able to implement solutions that result in stopping or detecting all of these threats to its internal information systems or those of its third-party 

providers.  A breach of Kodak’s security measures could result in unauthorized access to and misuse of its information, corruption of data, or 

disruption of operations, any of which could have a material adverse impact on its business. 

Kodak also provides IT-based products and services to its customers, and operates services used by its customers and hosted by Kodak, both 

businesses and consumers, and a breach of its security or reliability measures, or those of its third-party service providers, could negatively impact 

Attacks on IT systems continue to grow in frequency, complexity and sophistication, and Kodak is regularly targeted by unauthorized parties using 

its customers’ operations or data privacy. 

malicious tactics, code and viruses.  

or responsive measures. 

adverse consequences.  

It has programs in place to prevent, detect and respond to data or cyber security incidents. However, because the techniques used to obtain 

unauthorized access, disable or degrade service, or sabotage systems change frequently, are increasingly more complex and sophisticated and may 

be difficult to detect for long periods of time, Kodak may be unable or fail to anticipate these techniques or implement adequate or timely preventive 

Failure to comply with anti-corruption laws and regulations, anti-money laundering laws and regulations, economic and trade sanctions, 

and similar laws could have a materially adverse effect on Kodak’s reputation, results of operations or financial condition, or have other 

Regulators worldwide are exercising heightened scrutiny with respect to anti-corruption, economic and trade sanctions, and anti-money laundering 

laws and regulations. Such heightened scrutiny has resulted in more aggressive investigations and enforcement of such laws and more burdensome 

regulations, any of which could adversely impact Kodak’s business.  Kodak has a global operating presence, including in numerous developing 

economies where companies and government officials are more likely to engage in business practices that are prohibited by domestic and foreign 

laws and regulations, including the United States Foreign Corrupt Practices Act and the U.K. Bribery Act. Such laws generally prohibit improper 

payments or offers of payments to foreign government officials and leaders of political parties, and in some cases, to other persons, for the purpose 

of obtaining or retaining business.  Kodak is also subject to economic and trade sanctions programs, including those administered by the U.S. 

Treasury Department’s Office of Foreign Assets Control, which prohibit or restrict transactions or dealings with specified countries, their 

governments, and in certain circumstances, their nationals, and with individuals and entities that are specially designated, including narcotics 

traffickers and terrorists or terrorist organizations, among others.  In addition, Kodak is subject to anti-money laundering laws and regulations.  

Kodak has implemented policies and procedures to monitor and address compliance with applicable anti-corruption, economic and trade sanctions 

and anti-money laundering laws and regulations, and it periodically reviews, upgrades and enhances certain of its policies and procedures. However, 

there can be no assurance that its employees, consultants or agents will not take actions in violation of its policies for which it may be ultimately 

responsible, or that its policies and procedures will be adequate or will be determined to be adequate by regulators.  Any violations of applicable anti-

corruption, economic and trade sanctions or anti-money laundering laws or regulations could limit certain of Kodak’s business activities until they are 

satisfactorily remediated and could result in civil and criminal penalties, including fines, which could damage its reputation and have a materially 

adverse effect on its results of operation or financial condition.  

Failure to comply with privacy, data protection and cyber security laws and regulations could have a materially adverse effect on Kodak’s 

reputation, results of operations or financial condition.  

Kodak receives, processes, transmits and stores information relating to identifiable individuals (personal information), both in its role as a technology 

provider and as an employer. As a result, Kodak is subject to numerous U.S. federal and state and foreign laws and regulations relating to personal 

information. These laws have been subject to frequent changes, and new legislation in this area may be enacted at any time. In Europe, the General 

Data Protection Regulation (“GDPR”) became effective on May 25, 2018 for all European Union (“EU”) member states. The GDPR includes 

operational requirements for companies receiving or processing personal data of EU residents that are partially different from those previously in 

place and includes significant penalties for non-compliance. In the United States, the California Consumer Privacy Act (“CCPA”) became effective on 

January 1, 2020 and many other states are in various stages of implementing privacy legislation. The CCPA provides California residents with 

specific privacy rights including a new private right of action for certain data breaches.  

Recently enacted laws and regulations, as well as any other change to existing laws, the introduction of new laws in this area, or the failure to 
comply with existing laws that are applicable, may subject Kodak to, among other things, additional costs or changes to its business practices, 
liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on its ability to obtain and process information and 
allegations by its customers and clients that it has not performed its contractual obligations. At the same time, the risk of cyber-attacks is relevant to 
the requirements regarding storage, transfer, sharing and handling of personal information.   

This environment demands Kodak continuously improve its design and coordination of security controls and contractual arrangements across its 
businesses and geographies.  Despite these efforts, it is possible its security controls over personal data, its training of employees and vendors on 
data privacy and data security, and other practices it follows may not prevent the improper disclosure of personal information.  Improper disclosure of 
this information could harm its reputation or subject it to liability under laws which protect personal data, resulting in increased costs or loss of 
revenue. 

If Kodak cannot protect the intellectual property rights on which its business depends, or if third parties assert it violates their intellectual 
property rights, its revenue, earnings, expenses and liquidity may be adversely impacted.  

A key differentiator for Kodak in many of its businesses is its technological advantage over competitors’ products and solutions. Its technological 
advantage is supported by Kodak’s intellectual property rights. Patent, copyright, trademark and trade secret laws in the United States and similar 
laws in other countries, and non-disclosure, confidentiality and other types of agreements with Kodak’s employees, customers, suppliers and other 
parties, may not be effective in establishing, maintaining, protecting and enforcing Kodak’s intellectual property rights.  

Any of Kodak’s direct or indirect intellectual property rights could be challenged, invalidated, circumvented, infringed, diluted, disclosed or 
misappropriated, or such intellectual property rights may not be sufficient to permit it to take advantage of current market trends or otherwise to 
provide competitive advantages, which could result in costly product redesign efforts, discontinuance of certain product offerings or other competitive 
harm. Further, the laws of certain countries do not protect proprietary rights to the same degree as the laws of the United States. 

Therefore, in certain jurisdictions, Kodak may be unable to protect its proprietary technology adequately against unauthorized third party copying, 
infringement or use, which could adversely affect its competitive position.  Also, some of Kodak’s business and some of its products rely on key 
technologies developed or licensed by third parties and, because of the rapid pace of technological change in the information technology industry, it 
may not be able to obtain or continue to obtain licenses and technologies from relevant third parties on reasonable terms, or at all. 

Kodak also licenses third parties to use its trademarks. In an effort to preserve its trademark rights, Kodak enters into license agreements with these 
third parties which govern the use of its trademarks and require its licensees to abide by quality control standards with respect to the goods and 
services they provide under the trademarks. Although Kodak makes efforts to police the use of its trademarks by its licensees, there can be no 
assurance these efforts will be sufficient to ensure the licensees abide by the terms of their licenses. In the event Kodak’s licensees fail to do so, its 
trademark rights could be diluted and its reputation harmed by its licensees’ activities.  Also, failure by Kodak and its licensees to sufficiently exploit 
any of Kodak’s trademarks in any markets could erode Kodak’s trademark rights with respect to the relevant trademarks. Because the laws and 
enforcement regimes of certain countries do not protect proprietary rights to the same degree as those in the United States, in certain jurisdictions 
Kodak may be unable to adequately prevent such unauthorized uses, which could result in impairment of its trademark rights. 

Kodak has made substantial investments in new, proprietary technologies and has filed patent applications and obtained patents to protect its 
intellectual property rights in these technologies as well as the interests of its licensees. There can be no assurance Kodak’s patent applications will 
be approved, any patents issued will be of sufficient scope or strength to provide it with meaningful protection, or such patents will not be challenged 
by third parties. Furthermore, Kodak may fail to accurately predict all of the countries where patent protection will ultimately be desirable, and if it fails 
to timely file a patent application in any such country, it may be precluded from doing so at a later date. The patents issuing may vary in scope of 
coverage depending on the country in which such patents issue. 

In addition, the intellectual property rights of others could inhibit Kodak’s ability to conduct its business. Other companies may hold patents on 
technologies used in Kodak’s industries and some of these companies may be aggressively seeking to expand, enforce or license their patent 
portfolios.  Third parties may claim Kodak and its customers, licensees or other parties indemnified by it are infringing upon their intellectual property 
rights. Such claims may be made by competitors seeking to block or limit Kodak’s access to certain markets. Additionally, certain individuals and 
groups have purchased intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from 
large companies like Kodak. Even if it believes the claims are without merit, these claims may have the following negative impacts on its business: 

• 
• 

• 

• 

claims can be time consuming and costly to defend and may distract management’s attention and resources; 
claims of intellectual property infringement may require it to redesign affected products, enter into costly settlement 
or license agreements or pay costly damage awards, or face a temporary or permanent injunction prohibiting it from 
marketing or selling certain of its products; 
even if it has an agreement with a third party to indemnify it against such costs, the indemnifying party may be 
unable to uphold such party’s contractual obligations; and 
if it cannot or does not license the infringed technology at all, license the technology on reasonable terms or 
substitute similar technology from another source, its revenue and earnings could be adversely impacted. 

14 

15 

  
  
  
  
 
Finally, Kodak uses open source software in connection with some of its products and services. Companies which incorporate open source software 
into their products have, from time to time, faced claims challenging the ownership of open source software and/or compliance with open source 
license terms. As a result, Kodak could be subject to suits by parties claiming ownership of what it believes to be open source software or 
noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of 
their software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code 
on unfavorable terms or at no cost.  Any requirement to disclose Kodak’s source code or pay damages for breach of contract could be harmful to its 
business results of operations and financial condition. 

Kodak’s future pension and other postretirement benefit plan costs and required level of contributions could be unfavorably impacted by 
changes in actuarial assumptions, market performance of plan assets and obligations imposed by legislation or pension authorities which 
could adversely affect its financial position, results of operations, and cash flow.  

Kodak has significant defined benefit pension and other postretirement benefit obligations.  

The funded status of its U.S. and non-U.S. defined benefit pension plans (and other postretirement benefit plans), and the related cost reflected in its 
financial statements, are affected by various factors subject to an inherent degree of uncertainty. Key assumptions used to value these benefit 
obligations, funded status and expense recognition include the discount rate for future payment obligations, the long term expected rate of return on 
plan assets, salary growth, healthcare cost trend rates, mortality trends, and other economic and demographic factors. Significant differences in 
actual experience, or significant changes in future assumptions or obligations imposed by legislation or pension authorities, could lead to a potential 
future need to contribute cash or assets to Kodak’s plans in excess of currently estimated contributions and benefit payments and could have an 
adverse effect on Kodak’s consolidated results of operations, financial position or liquidity. 

In past years, Kodak has experienced increases in the costs of these defined benefit pension and postretirement benefit obligations as a result of 
macro-economic factors beyond its control, including increases in health care costs, declines in investment returns on pension plan assets, and 
changes in discount rates and mortality rates used to calculate pension and related liabilities. At least some of these macro-economic factors may 
again put pressure on the cost of providing pension and medical benefits. There can be no assurance it will succeed in limiting cost increases. In 
addition, continued upward pressure, including any as a result of new legislation, could reduce the profitability of its businesses. 

Kodak may be required to recognize impairments in the value of its goodwill and/or other long-lived assets which could adversely affect 
its results of operations. 

Upon emergence from bankruptcy, Kodak applied fresh start accounting pursuant to which the reorganization value was allocated to the individual 
assets and liabilities based on their estimated fair values. The excess reorganization value over the fair value of identified tangible and intangible 
assets is reported as goodwill. In connection with fresh start, Kodak also determined the fair value of its other long-lived assets, including intangible 
assets. The determination of reorganization value, equity value of the Company’s common stock and fair value of assets and liabilities is dependent 
on various estimates and assumptions, including financial projections and the realization of certain events. Kodak tests goodwill and indefinite lived 
intangible assets for impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of 
a reporting unit below its carrying amount. Kodak evaluates other long-lived assets for impairments whenever events or changes in circumstances 
indicate the carrying value may not be recoverable. Impairments could occur in the future if Kodak’s expected future cash flows decline, market or 
interest rate environments deteriorate, or if carrying values change materially compared with changes in their respective fair values. 

Kodak’s businesses experience seasonality of sales. Therefore, lower demand for Kodak’s products or increases in costs during periods 
which are expected to be at peak in seasonality may have a pronounced negative effect on its results of operations.  

Equipment and consumables sales generally exhibit higher levels in the fourth quarter due to the seasonal nature of placements, resulting from 
customer or industry budgeting practices. As a result, a sequential quarter-to-quarter comparison is not a good indication of Kodak’s performance or 
how it will perform in the future. In addition, adverse developments during what are expected to be peak periods in seasonality, such as lower-than-
anticipated demand for its products, an internal systems failure, increases in materials costs, or failure of or performance problems with one of its key 
logistics, components supply, or manufacturing partners, could have a material adverse impact on its financial condition and operating results. Tight 
credit markets which limit capital investments or a weak economy which decreases print demand could negatively impact equipment or consumable 
sales. These external developments are often unpredictable and may have an adverse impact on its business and results of operations.   

If Kodak fails to manage distribution of its products and services properly, its revenue, gross margins and earnings could be adversely 
impacted. 

Kodak uses a variety of different distribution methods to sell and deliver its products and services, including third-party resellers and distributors and 
direct and indirect sales to both enterprise accounts and customers. Successfully managing the interaction of direct and indirect channels with 
various potential customer segments for its products and services is a complex process. Moreover, since each distribution method has distinct risks 
and costs, Kodak’s failure to achieve the most advantageous balance in the delivery model for its products and services could adversely affect its 
revenue, gross margins and earnings. This has concentrated Kodak’s credit and operational risk and could result in an adverse impact on its 
financial performance. 

Kodak’s future results could be harmed if it is unsuccessful in its sales in emerging markets.  

Because Kodak is seeking to expand its sales and number of customer relationships outside the United States, including in emerging markets in 

Asia, Latin America and Eastern Europe, Kodak’s business is subject to risks associated with doing business internationally, such as: 

• 

• 

• 

• 

• 

• 

• 

• 

• 

• 

• 

• 

support of multiple languages; 

products; 

recruitment of sales and technical support personnel with the skills to design, manufacture, sell and supply 

compliance with governmental regulation of imports and exports, including obtaining required import or export 

approval for its products; 

complexity of managing international operations; 

exposure to foreign currency exchange rate fluctuations; 

commercial laws and business practices which may favor local competition and the imposition of tariffs on 

products or raw materials imported into or exported from the U.S.; 

multiple, potentially conflicting, and changing governmental laws, regulations and practices, including differing 

export, import, tax, anti-corruption, anti-dumping, economic sanction, labor, and employment laws; 

difficulties in collecting accounts receivable; 

limitations or restrictions on the repatriation of cash; 

limitations or reductions in protection of intellectual property rights; 

complications in logistics and distribution arrangements; and 

political or economic instability. 

There can be no assurance Kodak will be able to market and sell its products in all of its targeted markets. If its efforts are not successful, its 

business growth and results of operations could be harmed.  

As a global company, Kodak is subject to regulatory requirements and laws in the jurisdictions in which it operates, and any alleged non-compliance 

with these requirements or laws could result in an adverse financial or reputational impact. 

Kodak is subject to environmental laws and regulations and failure to comply with such laws and regulations or liabilities imposed as a 

result of such laws and regulations could have an adverse effect on its business, results of operations and financial condition.  

Kodak is subject to environmental laws and regulations world-wide that govern, for example, the discharge of pollutants, the management of 

hazardous materials, the cleanup of contaminated sites, and the composition and end-of-life management of its products.  Non-compliance with 

applicable laws or liability incurred without regard to fault could have a material adverse effect on its business, results of operations and financial 

condition. The cost of complying with such laws could have a material adverse effect on its business, results of operations and financial condition.  

Any uncertainties related to environmental conditions or obligations at Kodak’s properties may impact its ability to further develop or sell such 

properties. 

Kodak may have additional tax liabilities.  

Kodak is subject to income taxes in the U.S. and in many foreign jurisdictions. Significant judgment is required in determining Kodak’s worldwide 

provision for income taxes.  In the course of its business, there are transactions and calculations where the ultimate tax determination is uncertain.  

Kodak operates within multiple taxing jurisdictions worldwide and is subject to audit in these jurisdictions.  These audits can involve complex issues, 

which may require an extended period of time for resolution.  Management’s ongoing assessments of the outcomes of these issues and related tax 

positions require judgment, and although management believes that adequate provisions have been made for such issues, there is the possibility 

that the ultimate resolution of such issues could have an adverse effect on the earnings and cash flow of Kodak. 

Kodak’s business, financial position, results of operations, cash flows and reputation may be negatively impacted by legal matters. 

Kodak has various contingencies which are not reflected on its balance sheet, including those arising as a result of being involved from time to time 

in a variety of claims, lawsuits, investigations, remediations and proceedings concerning:  commercial, tax, tort, customs, employment, health and 

safety and intellectual property matters, licensee activities, and compliance with various domestic and international laws and regulations.  Should 

developments in any of these matters cause a change in its determination as to an unfavorable outcome and result in the need to recognize a 

material accrual or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material 

adverse effect on its business, financial position, results of operations, and cash flows. 

Regulations related to “conflict minerals” may require Kodak to incur additional expenses and could limit the supply and increase the 

cost of certain metals used in manufacturing Kodak’s products.  

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the 

supply of minerals originating from the conflict zones of the Democratic Republic of Congo (“DRC”) and adjoining countries. 

16 

17 

 
 
  
  
  
  
  
  
  
  
  
  
  
  
 
into their products have, from time to time, faced claims challenging the ownership of open source software and/or compliance with open source 

license terms. As a result, Kodak could be subject to suits by parties claiming ownership of what it believes to be open source software or 

noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of 

their software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code 

on unfavorable terms or at no cost.  Any requirement to disclose Kodak’s source code or pay damages for breach of contract could be harmful to its 

business results of operations and financial condition. 

Kodak’s future pension and other postretirement benefit plan costs and required level of contributions could be unfavorably impacted by 

changes in actuarial assumptions, market performance of plan assets and obligations imposed by legislation or pension authorities which 

could adversely affect its financial position, results of operations, and cash flow.  

Kodak has significant defined benefit pension and other postretirement benefit obligations.  

The funded status of its U.S. and non-U.S. defined benefit pension plans (and other postretirement benefit plans), and the related cost reflected in its 

financial statements, are affected by various factors subject to an inherent degree of uncertainty. Key assumptions used to value these benefit 

obligations, funded status and expense recognition include the discount rate for future payment obligations, the long term expected rate of return on 

plan assets, salary growth, healthcare cost trend rates, mortality trends, and other economic and demographic factors. Significant differences in 

actual experience, or significant changes in future assumptions or obligations imposed by legislation or pension authorities, could lead to a potential 

future need to contribute cash or assets to Kodak’s plans in excess of currently estimated contributions and benefit payments and could have an 

adverse effect on Kodak’s consolidated results of operations, financial position or liquidity. 

In past years, Kodak has experienced increases in the costs of these defined benefit pension and postretirement benefit obligations as a result of 

macro-economic factors beyond its control, including increases in health care costs, declines in investment returns on pension plan assets, and 

changes in discount rates and mortality rates used to calculate pension and related liabilities. At least some of these macro-economic factors may 

again put pressure on the cost of providing pension and medical benefits. There can be no assurance it will succeed in limiting cost increases. In 

addition, continued upward pressure, including any as a result of new legislation, could reduce the profitability of its businesses. 

Kodak may be required to recognize impairments in the value of its goodwill and/or other long-lived assets which could adversely affect 

its results of operations. 

Upon emergence from bankruptcy, Kodak applied fresh start accounting pursuant to which the reorganization value was allocated to the individual 

assets and liabilities based on their estimated fair values. The excess reorganization value over the fair value of identified tangible and intangible 

assets is reported as goodwill. In connection with fresh start, Kodak also determined the fair value of its other long-lived assets, including intangible 

assets. The determination of reorganization value, equity value of the Company’s common stock and fair value of assets and liabilities is dependent 

on various estimates and assumptions, including financial projections and the realization of certain events. Kodak tests goodwill and indefinite lived 

intangible assets for impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of 

a reporting unit below its carrying amount. Kodak evaluates other long-lived assets for impairments whenever events or changes in circumstances 

indicate the carrying value may not be recoverable. Impairments could occur in the future if Kodak’s expected future cash flows decline, market or 

interest rate environments deteriorate, or if carrying values change materially compared with changes in their respective fair values. 

Kodak’s businesses experience seasonality of sales. Therefore, lower demand for Kodak’s products or increases in costs during periods 

which are expected to be at peak in seasonality may have a pronounced negative effect on its results of operations.  

Equipment and consumables sales generally exhibit higher levels in the fourth quarter due to the seasonal nature of placements, resulting from 

customer or industry budgeting practices. As a result, a sequential quarter-to-quarter comparison is not a good indication of Kodak’s performance or 

how it will perform in the future. In addition, adverse developments during what are expected to be peak periods in seasonality, such as lower-than-

anticipated demand for its products, an internal systems failure, increases in materials costs, or failure of or performance problems with one of its key 

logistics, components supply, or manufacturing partners, could have a material adverse impact on its financial condition and operating results. Tight 

credit markets which limit capital investments or a weak economy which decreases print demand could negatively impact equipment or consumable 

sales. These external developments are often unpredictable and may have an adverse impact on its business and results of operations.   

If Kodak fails to manage distribution of its products and services properly, its revenue, gross margins and earnings could be adversely 

impacted. 

Kodak uses a variety of different distribution methods to sell and deliver its products and services, including third-party resellers and distributors and 

direct and indirect sales to both enterprise accounts and customers. Successfully managing the interaction of direct and indirect channels with 

various potential customer segments for its products and services is a complex process. Moreover, since each distribution method has distinct risks 

and costs, Kodak’s failure to achieve the most advantageous balance in the delivery model for its products and services could adversely affect its 

revenue, gross margins and earnings. This has concentrated Kodak’s credit and operational risk and could result in an adverse impact on its 

financial performance. 

Finally, Kodak uses open source software in connection with some of its products and services. Companies which incorporate open source software 

Kodak’s future results could be harmed if it is unsuccessful in its sales in emerging markets.  

Because Kodak is seeking to expand its sales and number of customer relationships outside the United States, including in emerging markets in 
Asia, Latin America and Eastern Europe, Kodak’s business is subject to risks associated with doing business internationally, such as: 

• 
• 

• 

• 
• 
• 

• 

• 
• 
• 
• 
• 

support of multiple languages; 
recruitment of sales and technical support personnel with the skills to design, manufacture, sell and supply 
products; 
compliance with governmental regulation of imports and exports, including obtaining required import or export 
approval for its products; 
complexity of managing international operations; 
exposure to foreign currency exchange rate fluctuations; 
commercial laws and business practices which may favor local competition and the imposition of tariffs on 
products or raw materials imported into or exported from the U.S.; 
multiple, potentially conflicting, and changing governmental laws, regulations and practices, including differing 
export, import, tax, anti-corruption, anti-dumping, economic sanction, labor, and employment laws; 
difficulties in collecting accounts receivable; 
limitations or restrictions on the repatriation of cash; 
limitations or reductions in protection of intellectual property rights; 
complications in logistics and distribution arrangements; and 
political or economic instability. 

There can be no assurance Kodak will be able to market and sell its products in all of its targeted markets. If its efforts are not successful, its 
business growth and results of operations could be harmed.  

As a global company, Kodak is subject to regulatory requirements and laws in the jurisdictions in which it operates, and any alleged non-compliance 
with these requirements or laws could result in an adverse financial or reputational impact. 

Kodak is subject to environmental laws and regulations and failure to comply with such laws and regulations or liabilities imposed as a 
result of such laws and regulations could have an adverse effect on its business, results of operations and financial condition.  

Kodak is subject to environmental laws and regulations world-wide that govern, for example, the discharge of pollutants, the management of 
hazardous materials, the cleanup of contaminated sites, and the composition and end-of-life management of its products.  Non-compliance with 
applicable laws or liability incurred without regard to fault could have a material adverse effect on its business, results of operations and financial 
condition. The cost of complying with such laws could have a material adverse effect on its business, results of operations and financial condition.  
Any uncertainties related to environmental conditions or obligations at Kodak’s properties may impact its ability to further develop or sell such 
properties. 

Kodak may have additional tax liabilities.  

Kodak is subject to income taxes in the U.S. and in many foreign jurisdictions. Significant judgment is required in determining Kodak’s worldwide 
provision for income taxes.  In the course of its business, there are transactions and calculations where the ultimate tax determination is uncertain.  

Kodak operates within multiple taxing jurisdictions worldwide and is subject to audit in these jurisdictions.  These audits can involve complex issues, 
which may require an extended period of time for resolution.  Management’s ongoing assessments of the outcomes of these issues and related tax 
positions require judgment, and although management believes that adequate provisions have been made for such issues, there is the possibility 
that the ultimate resolution of such issues could have an adverse effect on the earnings and cash flow of Kodak. 

Kodak’s business, financial position, results of operations, cash flows and reputation may be negatively impacted by legal matters. 

Kodak has various contingencies which are not reflected on its balance sheet, including those arising as a result of being involved from time to time 
in a variety of claims, lawsuits, investigations, remediations and proceedings concerning:  commercial, tax, tort, customs, employment, health and 
safety and intellectual property matters, licensee activities, and compliance with various domestic and international laws and regulations.  Should 
developments in any of these matters cause a change in its determination as to an unfavorable outcome and result in the need to recognize a 
material accrual or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material 
adverse effect on its business, financial position, results of operations, and cash flows. 

Regulations related to “conflict minerals” may require Kodak to incur additional expenses and could limit the supply and increase the 
cost of certain metals used in manufacturing Kodak’s products.  

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the 
supply of minerals originating from the conflict zones of the Democratic Republic of Congo (“DRC”) and adjoining countries. 

16 

17 

 
 
  
  
  
  
  
  
  
  
  
  
  
  
 
As a result, in August 2012, the SEC adopted rules requiring disclosure related to sourcing of specified minerals, known as “conflict minerals,” which 
are necessary to the functionality or production of products manufactured or contracted to be manufactured by public companies. Kodak has 
designed its overall conflict minerals policies and procedures to be consistent with the guidance issued by the Organization for Economic Co-
operation and Development (“OECD”) and continues to perform due diligence on its supply chain.  Kodak filed its most recent Conflict Minerals 
Disclosure report for the reporting period from January 1, 2018 to December 31, 2018 on May 31, 2019.  As of the date of the report, Kodak 
determined certain of its products contain such specified minerals but was unable to determine whether or not such minerals originate from the DRC 
or an adjoining country.  Kodak may incur additional costs to comply with these disclosure requirements, including costs related to determining the 
sources of the specified minerals used in its products, in addition to the cost of any changes to products, processes, or sources of supply as a 
consequence of such verification activities, which may adversely affect its business. In addition, the number of suppliers who provide “conflict-free” 
minerals may be limited, which may make it difficult to satisfy customers who require all of the components of its products be certified as conflict-free, 
which could place it at a competitive disadvantage if it is unable to do so. Because Kodak’s supply chain is complex, it may also not be able to 
sufficiently verify the origins of the relevant minerals used in its products through its due diligence procedures, which may harm its reputation. 

Risks Related to the Company’s Indebtedness and Access to Capital Markets 

There can be no assurance the Company will be able to comply with the terms of its various credit facilities. 

A breach of any of the financial or other covenants contained in the ABL Credit Agreement or the Convertible Notes could result in an event of 
default under these facilities.  

If any default or event of default occurs under the ABL Credit Agreement and the Company is not able to either cure it or obtain a waiver from the 
requisite lenders under the ABL Credit Agreement, the administrative agent under the ABL Credit Agreement may, and at the request of the requisite 
lenders for that facility must, declare all of the Company’s outstanding obligations under the ABL Credit Agreement, together with accrued interest 
and fees, to be immediately due and payable.  In addition, the agent under the ABL Credit Agreement may, and at the request of the requisite 
lenders must, terminate the lenders’ commitments under that facility and cease making further loans. If any default or event of default occurs under 
the Convertible Notes and the Company is not able to either cure it or obtain a waiver from the holders of the Convertible Notes, such holders may 
declare all of the Company’s outstanding obligations under the Convertible Notes, together with accrued interest and fees, to be immediately due 
and payable.  If applicable, the administrative agent under the ABL Credit Agreement and the collateral agent for the Convertible Notes could 
institute foreclosure proceedings against the pledged assets. Any of these outcomes would likely have an adverse effect on the Company’s 
operations and its ability to satisfy its obligations as they come due. 

On March 6, 2020 Kodak obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under 
the reporting covenant in the ABL Credit Agreement that may be deemed to occur in relation to the going concern explanatory paragraph contained 
in the audit report on Kodak’s financial statements as of and for the year ended December 31, 2019. There can be no assurance that Kodak will be 
able to obtain such a waiver if a going concern explanatory paragraph is contained in the audit report with respect to Kodak’s annual financial 
statements for future years.  In the absence of such a waiver, the agent or lenders under the ABL Credit Agreement may take the position that such 
explanatory paragraph constitutes a default under the reporting covenant in the ABL Credit Agreement.  For more information on the reporting 
covenants under the Credit Agreements and the potential impact of the explanatory paragraph in the audit report refer to Item 2. “Management’s 
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity.” 

Kodak may require additional capital funding and such capital may not be available to it and/or may be limited.  

Because of Kodak’s current non-investment grade credit rating and financial condition, and/or general conditions in the financial and credit markets, 
its access to the capital markets is limited. Moreover, the urgency of a capital-raising transaction may require it to pursue additional capital at an 
inopportune time or unattractive cost.  The Company has issued approximately $80 million and $85 million of letters of credit under the ABL Credit 
Agreement as of December 31, 2019 and 2018, respectively.  The maturity date of the ABL Credit Agreement is May 26, 2021.  Upon the earlier of 
the maturity date or the termination of the revolving credit commitments under the ABL Credit Agreement, the obligations thereunder will become 
due and the Company will need to provide alternate collateral in place of the letters of credit issued under the ABL Credit Agreement. 

Kodak’s ability to obtain capital and the costs of such capital are dependent on numerous factors, including: 

• 
• 

• 
• 

• 

• 
• 
• 
• 

covenants in the ABL Credit Agreement and Convertible Notes; 
obtaining a consent from the holders of Series A Preferred Stock for the issuance of additional preferred shares which 
rank senior or pari passu to the Series A Preferred Stock; 
investor confidence in Kodak and the markets in which it operates; 
its financial performance and projected financial performance and the financial performance and projected financial 
performance of its subsidiaries; 
its levels of debt and redemption obligations, including the maturity of the Convertible Notes on November 1, 2021, 
unless extended in accordance with their terms, and the mandatory redemption of the Series A Preferred Stock on 
November 15, 2021; 
its ability to generate positive cash flow; 
its ability to consummate monetization transactions including asset sales; 
its requirements for posting collateral under various commercial agreements; 
its credit ratings; 

• 

• 

its long-term business prospects; and 

general economic and capital market conditions. 

Kodak may not be successful in obtaining additional capital for these or other reasons. An inability to access capital is likely to limit its ability to meet 

its operating needs and, as a result, may have a material adverse effect on its financial condition, results of operations and cash flows.  In particular, 

Kodak does not have committed refinancing or the liquidity to meet the debt obligations under the Convertible Notes and ABL Credit Agreement or 

the redemption obligations under the Series A Preferred Stock if they were to become due in accordance with their current terms, and there are no 

assurances Kodak will be able to amend, extend, refinance or repay the loans under the Convertible Notes, the redemption obligations under the 

Series A Preferred Stock or, as necessary, its obligations under the ABL Credit Agreement before they become due.  If Kodak is unable to amend, 

extend or refinance the obligations under the Convertible Notes, ABL Credit Agreement or Series A Preferred Stock before they become due, its 

ability to continue as a going concern would likely be impaired. 

The current non-investment grade status and Kodak’s financial condition may adversely impact Kodak’s commercial operations, increase 

its liquidity requirements and increase the cost of refinancing opportunities. It may not have adequate liquidity to post required amounts 

of additional collateral.  

The Company’s corporate family credit rating is currently below investment grade and there are no assurances its credit ratings will improve, or they 

will not decline, in the future.  In addition, the Company may not continue to maintain credit ratings from the recognized rating agencies.   

Its credit ratings and financial condition may affect the evaluation of its creditworthiness by trading counterparties and lenders, which could put it at a 

disadvantage to competitors with higher or investment grade ratings. 

In carrying out its commercial business strategy, the current non-investment grade credit ratings have resulted and will likely continue to result in 

requirements that Kodak either prepay obligations or post significant amounts of collateral to support its business. Additionally, Kodak’s current non-

investment grade credit rating and financial condition may limit its ability to obtain additional sources of liquidity, refinance its debt obligations, 

including any mandatory redemption of its Series A Preferred Stock, or access the capital markets at the lower borrowing costs which would 

presumably be available to competitors with a higher or investment grade rating or stronger financial condition.  

Should its ratings continue at their current levels, or should its ratings be further downgraded, it would expect these negative effects to continue and, 

in the case of a downgrade, become more pronounced.  In particular, given the Company’s current credit ratings it would be required, if requested, to 

provide up to $13 million of additional letters of credit to the issuers of certain surety bonds to fully collateralize such bonds. 

The availability of borrowings and letters of credit under the ABL Credit Agreement is limited by the amount of various types of assets 

and, under certain circumstances, the administrative agent under the ABL Credit Agreement will have greater control over Kodak’s cash.  

Availability under the Company’s ABL Credit Agreement is based on the amount of Eligible Receivables, Eligible Inventory, Eligible Machinery and 

Equipment and Eligible Cash less specified reserves as described in Note 9, “Debt and Finance Leases” to the consolidated financial statements.  

Kodak’s U.S. Accounts Receivable and Inventory levels have declined over the past four years, and Machinery and Equipment for purposes of the 

ABL Credit Agreement amortizes down by $1 million per quarter.  If Eligible Receivables, Eligible Inventory and Eligible Machinery and Equipment 

continue to decline and an asset base cannot be maintained to support the $80 million of outstanding letters of credit and the $15 million of Excess 

Availability required under the ABL Credit Agreement,  the Company would be required to increase restricted cash deposited in the Eligible Cash 

account or remain in compliance with the ABL Credit Agreement’s Fixed Charge Coverage Ratio and operate under cash dominion by the 

administrative agent under the ABL Credit Agreement.  Additional cash deposited in the Eligible Cash account would be classified as restricted cash 

and would not be available to support ongoing working capital and investment needs. 

If the administrative agent under the ABL Credit Agreement executed cash dominion, it would increase operational complexities for the Company.  

An event of default would occur under these circumstances if neither of these alternatives were achieved.  

The Company’s substantial monetary obligations require a portion of its cash flow be used to fund other obligations rather than be 

invested in the business and could adversely affect its ability to fund its operations. 

The Company’s indebtedness under the Convertible Notes and ABL Credit Agreement and its other obligations including the potential mandatory 

redemption of the Series A Preferred Stock could have important negative consequences to the Company and investors in its securities. These 

include the following: 

have incurred; 

• 

• 

• 

• 

it may not be able to satisfy all of its obligations, including, but not limited to, its obligations under the Convertible 

Notes and the ABL Credit Agreement, which may cause a cross-default or cross-acceleration on other debt it may 

it could have difficulties obtaining necessary financing in the future for working capital, capital expenditures, debt 

service requirements, mandatory redemption of the Series A Preferred Stock, refinancing or other purposes; 

it will have to use a significant part of its cash flow or cash balances to make payments on its debt or Series A 

Preferred Stock and to satisfy the other obligations set forth above, which may reduce the capital available for 

operations and expansion; and 

adverse economic or industry conditions may have more of a negative impact. 

18 

19 

  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
As a result, in August 2012, the SEC adopted rules requiring disclosure related to sourcing of specified minerals, known as “conflict minerals,” which 

are necessary to the functionality or production of products manufactured or contracted to be manufactured by public companies. Kodak has 

designed its overall conflict minerals policies and procedures to be consistent with the guidance issued by the Organization for Economic Co-

operation and Development (“OECD”) and continues to perform due diligence on its supply chain.  Kodak filed its most recent Conflict Minerals 

Disclosure report for the reporting period from January 1, 2018 to December 31, 2018 on May 31, 2019.  As of the date of the report, Kodak 

determined certain of its products contain such specified minerals but was unable to determine whether or not such minerals originate from the DRC 

or an adjoining country.  Kodak may incur additional costs to comply with these disclosure requirements, including costs related to determining the 

sources of the specified minerals used in its products, in addition to the cost of any changes to products, processes, or sources of supply as a 

consequence of such verification activities, which may adversely affect its business. In addition, the number of suppliers who provide “conflict-free” 

minerals may be limited, which may make it difficult to satisfy customers who require all of the components of its products be certified as conflict-free, 

which could place it at a competitive disadvantage if it is unable to do so. Because Kodak’s supply chain is complex, it may also not be able to 

sufficiently verify the origins of the relevant minerals used in its products through its due diligence procedures, which may harm its reputation. 

Risks Related to the Company’s Indebtedness and Access to Capital Markets 

There can be no assurance the Company will be able to comply with the terms of its various credit facilities. 

A breach of any of the financial or other covenants contained in the ABL Credit Agreement or the Convertible Notes could result in an event of 

default under these facilities.  

If any default or event of default occurs under the ABL Credit Agreement and the Company is not able to either cure it or obtain a waiver from the 

requisite lenders under the ABL Credit Agreement, the administrative agent under the ABL Credit Agreement may, and at the request of the requisite 

lenders for that facility must, declare all of the Company’s outstanding obligations under the ABL Credit Agreement, together with accrued interest 

and fees, to be immediately due and payable.  In addition, the agent under the ABL Credit Agreement may, and at the request of the requisite 

lenders must, terminate the lenders’ commitments under that facility and cease making further loans. If any default or event of default occurs under 

the Convertible Notes and the Company is not able to either cure it or obtain a waiver from the holders of the Convertible Notes, such holders may 

declare all of the Company’s outstanding obligations under the Convertible Notes, together with accrued interest and fees, to be immediately due 

and payable.  If applicable, the administrative agent under the ABL Credit Agreement and the collateral agent for the Convertible Notes could 

institute foreclosure proceedings against the pledged assets. Any of these outcomes would likely have an adverse effect on the Company’s 

operations and its ability to satisfy its obligations as they come due. 

On March 6, 2020 Kodak obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under 

the reporting covenant in the ABL Credit Agreement that may be deemed to occur in relation to the going concern explanatory paragraph contained 

in the audit report on Kodak’s financial statements as of and for the year ended December 31, 2019. There can be no assurance that Kodak will be 

able to obtain such a waiver if a going concern explanatory paragraph is contained in the audit report with respect to Kodak’s annual financial 

statements for future years.  In the absence of such a waiver, the agent or lenders under the ABL Credit Agreement may take the position that such 

explanatory paragraph constitutes a default under the reporting covenant in the ABL Credit Agreement.  For more information on the reporting 

covenants under the Credit Agreements and the potential impact of the explanatory paragraph in the audit report refer to Item 2. “Management’s 

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity.” 

Kodak may require additional capital funding and such capital may not be available to it and/or may be limited.  

Because of Kodak’s current non-investment grade credit rating and financial condition, and/or general conditions in the financial and credit markets, 

its access to the capital markets is limited. Moreover, the urgency of a capital-raising transaction may require it to pursue additional capital at an 

inopportune time or unattractive cost.  The Company has issued approximately $80 million and $85 million of letters of credit under the ABL Credit 

Agreement as of December 31, 2019 and 2018, respectively.  The maturity date of the ABL Credit Agreement is May 26, 2021.  Upon the earlier of 

the maturity date or the termination of the revolving credit commitments under the ABL Credit Agreement, the obligations thereunder will become 

due and the Company will need to provide alternate collateral in place of the letters of credit issued under the ABL Credit Agreement. 

Kodak’s ability to obtain capital and the costs of such capital are dependent on numerous factors, including: 

• 

• 

• 

• 

• 

• 

• 

• 

• 

covenants in the ABL Credit Agreement and Convertible Notes; 

obtaining a consent from the holders of Series A Preferred Stock for the issuance of additional preferred shares which 

rank senior or pari passu to the Series A Preferred Stock; 

investor confidence in Kodak and the markets in which it operates; 

its financial performance and projected financial performance and the financial performance and projected financial 

performance of its subsidiaries; 

its levels of debt and redemption obligations, including the maturity of the Convertible Notes on November 1, 2021, 

unless extended in accordance with their terms, and the mandatory redemption of the Series A Preferred Stock on 

November 15, 2021; 

its ability to generate positive cash flow; 

its ability to consummate monetization transactions including asset sales; 

its requirements for posting collateral under various commercial agreements; 

its credit ratings; 

• 
• 

its long-term business prospects; and 
general economic and capital market conditions. 

Kodak may not be successful in obtaining additional capital for these or other reasons. An inability to access capital is likely to limit its ability to meet 
its operating needs and, as a result, may have a material adverse effect on its financial condition, results of operations and cash flows.  In particular, 
Kodak does not have committed refinancing or the liquidity to meet the debt obligations under the Convertible Notes and ABL Credit Agreement or 
the redemption obligations under the Series A Preferred Stock if they were to become due in accordance with their current terms, and there are no 
assurances Kodak will be able to amend, extend, refinance or repay the loans under the Convertible Notes, the redemption obligations under the 
Series A Preferred Stock or, as necessary, its obligations under the ABL Credit Agreement before they become due.  If Kodak is unable to amend, 
extend or refinance the obligations under the Convertible Notes, ABL Credit Agreement or Series A Preferred Stock before they become due, its 
ability to continue as a going concern would likely be impaired. 

The current non-investment grade status and Kodak’s financial condition may adversely impact Kodak’s commercial operations, increase 
its liquidity requirements and increase the cost of refinancing opportunities. It may not have adequate liquidity to post required amounts 
of additional collateral.  

The Company’s corporate family credit rating is currently below investment grade and there are no assurances its credit ratings will improve, or they 
will not decline, in the future.  In addition, the Company may not continue to maintain credit ratings from the recognized rating agencies.   

Its credit ratings and financial condition may affect the evaluation of its creditworthiness by trading counterparties and lenders, which could put it at a 
disadvantage to competitors with higher or investment grade ratings. 

In carrying out its commercial business strategy, the current non-investment grade credit ratings have resulted and will likely continue to result in 
requirements that Kodak either prepay obligations or post significant amounts of collateral to support its business. Additionally, Kodak’s current non-
investment grade credit rating and financial condition may limit its ability to obtain additional sources of liquidity, refinance its debt obligations, 
including any mandatory redemption of its Series A Preferred Stock, or access the capital markets at the lower borrowing costs which would 
presumably be available to competitors with a higher or investment grade rating or stronger financial condition.  

Should its ratings continue at their current levels, or should its ratings be further downgraded, it would expect these negative effects to continue and, 
in the case of a downgrade, become more pronounced.  In particular, given the Company’s current credit ratings it would be required, if requested, to 
provide up to $13 million of additional letters of credit to the issuers of certain surety bonds to fully collateralize such bonds. 

The availability of borrowings and letters of credit under the ABL Credit Agreement is limited by the amount of various types of assets 
and, under certain circumstances, the administrative agent under the ABL Credit Agreement will have greater control over Kodak’s cash.  

Availability under the Company’s ABL Credit Agreement is based on the amount of Eligible Receivables, Eligible Inventory, Eligible Machinery and 
Equipment and Eligible Cash less specified reserves as described in Note 9, “Debt and Finance Leases” to the consolidated financial statements.  
Kodak’s U.S. Accounts Receivable and Inventory levels have declined over the past four years, and Machinery and Equipment for purposes of the 
ABL Credit Agreement amortizes down by $1 million per quarter.  If Eligible Receivables, Eligible Inventory and Eligible Machinery and Equipment 
continue to decline and an asset base cannot be maintained to support the $80 million of outstanding letters of credit and the $15 million of Excess 
Availability required under the ABL Credit Agreement,  the Company would be required to increase restricted cash deposited in the Eligible Cash 
account or remain in compliance with the ABL Credit Agreement’s Fixed Charge Coverage Ratio and operate under cash dominion by the 
administrative agent under the ABL Credit Agreement.  Additional cash deposited in the Eligible Cash account would be classified as restricted cash 
and would not be available to support ongoing working capital and investment needs. 

If the administrative agent under the ABL Credit Agreement executed cash dominion, it would increase operational complexities for the Company.  
An event of default would occur under these circumstances if neither of these alternatives were achieved.  

The Company’s substantial monetary obligations require a portion of its cash flow be used to fund other obligations rather than be 
invested in the business and could adversely affect its ability to fund its operations. 

The Company’s indebtedness under the Convertible Notes and ABL Credit Agreement and its other obligations including the potential mandatory 
redemption of the Series A Preferred Stock could have important negative consequences to the Company and investors in its securities. These 
include the following: 

• 

• 

• 

• 

it may not be able to satisfy all of its obligations, including, but not limited to, its obligations under the Convertible 
Notes and the ABL Credit Agreement, which may cause a cross-default or cross-acceleration on other debt it may 
have incurred; 
it could have difficulties obtaining necessary financing in the future for working capital, capital expenditures, debt 
service requirements, mandatory redemption of the Series A Preferred Stock, refinancing or other purposes; 
it will have to use a significant part of its cash flow or cash balances to make payments on its debt or Series A 
Preferred Stock and to satisfy the other obligations set forth above, which may reduce the capital available for 
operations and expansion; and 
adverse economic or industry conditions may have more of a negative impact. 

18 

19 

  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
The Company cannot be sure cash generated from its business will be as high as it expects, or its expenses will not be higher than it expects. 
Because a portion of its expenses are fixed in any given year, its operating cash flow margins are highly dependent on revenues, which are largely 
driven by customer demand. A lower amount of cash generated from its business or higher expenses than expected, when coupled with its debt 
obligations, could adversely affect its ability to fund its operations. 

Risks Related to the Company’s Common Stock 

The conversion of the Convertible Notes or the Company’s Series A Preferred Stock into shares of the Company’s common stock may 
dilute the value for the current holders of the Company’s common stock. 

The Convertible Notes are convertible into shares of the Company’s common stock at a conversion rate of 314.9785 shares of common stock per 
$1,000 principal amount of Convertible Notes, and the 2,000,000 outstanding shares of the Company’s Series A Preferred Stock are convertible into 
shares of the Company’s common stock at a conversion rate of 5.7471 shares of common stock per share of Series A Preferred Stock.  As a result 
of the conversion of any issued and outstanding Convertible Notes or Series A Preferred Stock, the Company’s existing shareholders will own a 
smaller percentage of its outstanding common stock. Based on the capitalization of the Company as of December 31, 2020, the conversion of all 
Convertible Notes would result in the issuance to holders thereof of approximately 42% of the outstanding common stock after giving effect to such 
conversion, the conversion of all shares of the Series A Preferred Stock would result in the issuance to holders thereof of approximately 21% of the 
outstanding common stock after giving effect to such conversion, and the conversion of all Convertible Notes and all shares of the Series A Preferred 
Stock would result in the issuance to holders thereof of approximately 50% of the outstanding common stock after giving effect to such conversion.  
Further, additional shares of common stock may be issuable pursuant to certain other features of the Convertible Notes and Series A Preferred 
Stock, with such issuances being further dilutive to existing holders of common stock. 

If Convertible Notes or shares of Series A Preferred Stock are converted into common stock, holders of such converted common stock will be 
entitled to the same dividend and distribution rights as holders of the common stock currently authorized and outstanding. As such, another dilutive 
effect resulting from the conversion of any issued and outstanding Convertible Notes or shares of Series A Preferred Stock will be a dilution to 
dividends and distributions. 

Holders of the Company’s common stock will not realize any dilution in their ownership, dividend or distribution rights solely as a result of the 
reservation of any shares of common stock for issuance upon conversion of the Convertible Notes or Series A Preferred Stock or for issuance of 
additional shares of common stock pursuant to certain other features of the Convertible Notes or Series A Preferred Stock, but will experience such 
dilution to the extent additional shares of common stock are issued in the future as described above. 

The holders of the Company’s Series A Preferred Stock and Convertible Notes own a large portion of the voting power of the Company’s 
outstanding securities and have the right to nominate two members to the Company’s Board. As a result, these holders may influence the 
composition of the Board and future actions taken by the Board. 

The holders of the Company’s Series A Preferred Stock are entitled to vote upon all matters upon which holders of the Company’s common stock 
have the right to vote and are entitled to the number of votes equal to the number of full shares of common stock into which such shares of Series A 
Preferred Stock could be converted at the then applicable conversion rate. These holders currently hold approximately 30% of the voting power of 
the Company on an as-converted basis. These holders also hold all of the Convertible Notes.  If the holders converted all of the Convertible Notes, 
the holders would hold approximately 56% of the voting power of the Company on an as-converted basis and such conversion may constitute a 
change in control of the Company.  As a result, these holders may have the ability to influence future actions by the Company requiring shareholder 
approval.  The Company and these holders are parties to a Shareholder Agreement that contains certain restrictions on disposition or acquisition of 
Company securities and other actions by these holders, some of which restrictions will expire on April 17, 2020. 

Further, for as long as they hold any shares of Series A Preferred Stock, the current holders of the Series A Preferred Stock are entitled to nominate 
for election (collectively and not individually) at the Company’s annual meeting of shareholders a number of directors to the board of directors of the 
Company (the “Board”) commensurate with their ownership percentage of common stock on an as-converted basis. Two of the Company’s current 
Board members were nominated by these current holders, who also have the right to fill vacancies on the Board created by one of their nominees 
ceasing to serve on the Board. The nomination and other rights regarding the Board granted to the current holders of Series A Preferred Stock are 
not transferrable to any other person.  

Also, whenever dividends on the Series A Preferred Stock are in arrears for six or more dividend periods, the holders of Series A Preferred Stock 
(voting with holders of all other classes of preferred stock of the Company whose voting rights are then exercisable) are entitled to vote for the 
election of two additional directors at the Company’s next annual meeting and all subsequent meetings until all accumulated dividends on such 
Series A Preferred Stock and other voting preferred stock have been paid or set aside (during which time the number of directors the current holders 
of Series A Preferred Stock are entitled to nominate under the Purchase Agreement will be reduced by two). As a result, the presence of directors on 
the Board nominated by the current holders of Series A Preferred Stock or elected by the holders of Series A Preferred Stock would enable such 
current holders or the holders of Series A Preferred Stock to influence the composition of the Board and, in turn, potentially influence and impact 
future actions taken by the Board. As of February 1, 2020, the Company is in arrears for four dividend payments. 

The Company has registered the resale of a large portion of its outstanding securities.  The resale of the Company’s common stock, or 

the perception that such resale may occur, may adversely affect the price of its common stock.  

In compliance with two Registration Rights Agreements to which the Company is a party, it has registered the resale of an aggregate of 20,723,050 

shares of outstanding common stock, 2,000,000 shares of outstanding Series A Preferred Stock, and 11,494,200 shares of common stock, subject 

to anti-dilution adjustments, issuable upon the conversion of outstanding Series A Preferred Stock.  The Company is also a party to a Registration 

Rights Agreement pursuant to which it is obligated under defined circumstances to register for resale the shares of common stock issuable upon 

conversion of the Convertible Notes.  The resale of a substantial number of shares of common stock in the public market, or the perception that such 

resale might occur, could cause the market price of the Company’s common stock to decline. Under the terms of the Registration Rights Agreements 

to which the Company is subject, the counterparties to such Registration Rights Agreements can, in certain circumstances, require the Company to 

participate in an underwritten public offering of the registered securities. Any shares sold in a registered resale will be freely tradable without 

restriction under the Securities Act. While the Company cannot predict the size of future resales or distributions of its common stock, if there is a 

perception that such resales or distributions could occur, or if the holders of the Company’s securities registered for resale sell a large number of the 

registered securities, the market price for the Company’s common stock could be adversely affected. 

The resale of a significant portion of the Company’s securities registered for resale or certain accumulations or transfers of the 

Company’s securities could result in a change of control of the Company and the loss of favorable tax attributes. 

The Company has registered the resale of securities representing approximately 59% of its outstanding shares of common stock assuming the 

issuance of all common stock issuable upon the conversion of the Series A Preferred Stock, and, if it is required to register the common stock 

issuable upon the conversion of the Convertible Notes, the Company will have registered the resale of securities representing approximately 74% of 

its outstanding shares of common stock assuming the issuance of all common stock issuable upon the conversion of the Series A Preferred Stock 

and Convertible Notes.   

Although the holders of the subject securities consist of several unaffiliated groups, these holders collectively have a controlling influence over all 

matters presented to the Company’s shareholders for approval, including election of members to the Board and change of control transactions. In 

addition, the holders of subject securities collectively would be able to cause a change of control of the Company by selling a sufficient portion of the 

Company’s securities held by them.  

If such a transaction, in combination with other transactions including the issuance of the Series A Preferred Stock and Convertible Notes, the 

conversion of such securities, the redemption, refinancing, extension or amendment of the Series A Preferred Stock, or future issuances of securities 

by the Company, were to result in an “ownership change” as determined under Section 382 of the Internal Revenue Code of 1986, as amended, 

then the Company’s ability to offset taxable income with tax attributes generated prior to the ownership change date could be limited, possibly 

substantially.  For more information on the Company’s tax attributes refer to Note 18, “Income Taxes”.  The interests of the holders of the securities 

registered for resale may not always coincide with the interests of the other holders of our common stock. 

The Company’s stock price has been and may continue to be volatile. 

The market price of the Company’s common stock has fluctuated substantially and may continue to fluctuate significantly. Future announcements or 

disclosures concerning the Company, its strategic initiatives, its sales and profitability, and quarterly variations in actual or anticipated operating 

results or comparable sales, any failure to meet analysts’ expectations and sales of large blocks of its common stock, among other factors, could 

cause the market price of its common stock to fluctuate substantially. 

ITEM 1B. UNRESOLVED STAFF COMMENTS 

None. 

ITEM 2. 

PROPERTIES 

Kodak's worldwide headquarters is located in Rochester, New York. 

Kodak owns 12 million square feet and leases, as a lessee, approximately 1 million square feet of space that includes administrative, research and 

development, manufacturing and marketing facilities in several worldwide locations.  Out of the owned space, Kodak leases out approximately 1 

million square feet to third party tenants.  The leases are for various periods and are generally renewable. 

Kodak’s principal manufacturing facilities, by segment, are listed below.  Properties in a location may be shared by all segments operating in that 

location. 

20 

21 

 
 
 
 
 
The Company cannot be sure cash generated from its business will be as high as it expects, or its expenses will not be higher than it expects. 

Because a portion of its expenses are fixed in any given year, its operating cash flow margins are highly dependent on revenues, which are largely 

driven by customer demand. A lower amount of cash generated from its business or higher expenses than expected, when coupled with its debt 

obligations, could adversely affect its ability to fund its operations. 

Risks Related to the Company’s Common Stock 

The conversion of the Convertible Notes or the Company’s Series A Preferred Stock into shares of the Company’s common stock may 

dilute the value for the current holders of the Company’s common stock. 

The Convertible Notes are convertible into shares of the Company’s common stock at a conversion rate of 314.9785 shares of common stock per 

$1,000 principal amount of Convertible Notes, and the 2,000,000 outstanding shares of the Company’s Series A Preferred Stock are convertible into 

shares of the Company’s common stock at a conversion rate of 5.7471 shares of common stock per share of Series A Preferred Stock.  As a result 

of the conversion of any issued and outstanding Convertible Notes or Series A Preferred Stock, the Company’s existing shareholders will own a 

smaller percentage of its outstanding common stock. Based on the capitalization of the Company as of December 31, 2020, the conversion of all 

Convertible Notes would result in the issuance to holders thereof of approximately 42% of the outstanding common stock after giving effect to such 

conversion, the conversion of all shares of the Series A Preferred Stock would result in the issuance to holders thereof of approximately 21% of the 

outstanding common stock after giving effect to such conversion, and the conversion of all Convertible Notes and all shares of the Series A Preferred 

Stock would result in the issuance to holders thereof of approximately 50% of the outstanding common stock after giving effect to such conversion.  

Further, additional shares of common stock may be issuable pursuant to certain other features of the Convertible Notes and Series A Preferred 

Stock, with such issuances being further dilutive to existing holders of common stock. 

If Convertible Notes or shares of Series A Preferred Stock are converted into common stock, holders of such converted common stock will be 

entitled to the same dividend and distribution rights as holders of the common stock currently authorized and outstanding. As such, another dilutive 

effect resulting from the conversion of any issued and outstanding Convertible Notes or shares of Series A Preferred Stock will be a dilution to 

dividends and distributions. 

Holders of the Company’s common stock will not realize any dilution in their ownership, dividend or distribution rights solely as a result of the 

reservation of any shares of common stock for issuance upon conversion of the Convertible Notes or Series A Preferred Stock or for issuance of 

additional shares of common stock pursuant to certain other features of the Convertible Notes or Series A Preferred Stock, but will experience such 

dilution to the extent additional shares of common stock are issued in the future as described above. 

The holders of the Company’s Series A Preferred Stock and Convertible Notes own a large portion of the voting power of the Company’s 

outstanding securities and have the right to nominate two members to the Company’s Board. As a result, these holders may influence the 

composition of the Board and future actions taken by the Board. 

The holders of the Company’s Series A Preferred Stock are entitled to vote upon all matters upon which holders of the Company’s common stock 

have the right to vote and are entitled to the number of votes equal to the number of full shares of common stock into which such shares of Series A 

Preferred Stock could be converted at the then applicable conversion rate. These holders currently hold approximately 30% of the voting power of 

the Company on an as-converted basis. These holders also hold all of the Convertible Notes.  If the holders converted all of the Convertible Notes, 

the holders would hold approximately 56% of the voting power of the Company on an as-converted basis and such conversion may constitute a 

change in control of the Company.  As a result, these holders may have the ability to influence future actions by the Company requiring shareholder 

approval.  The Company and these holders are parties to a Shareholder Agreement that contains certain restrictions on disposition or acquisition of 

Company securities and other actions by these holders, some of which restrictions will expire on April 17, 2020. 

Further, for as long as they hold any shares of Series A Preferred Stock, the current holders of the Series A Preferred Stock are entitled to nominate 

for election (collectively and not individually) at the Company’s annual meeting of shareholders a number of directors to the board of directors of the 

Company (the “Board”) commensurate with their ownership percentage of common stock on an as-converted basis. Two of the Company’s current 

Board members were nominated by these current holders, who also have the right to fill vacancies on the Board created by one of their nominees 

ceasing to serve on the Board. The nomination and other rights regarding the Board granted to the current holders of Series A Preferred Stock are 

not transferrable to any other person.  

Also, whenever dividends on the Series A Preferred Stock are in arrears for six or more dividend periods, the holders of Series A Preferred Stock 

(voting with holders of all other classes of preferred stock of the Company whose voting rights are then exercisable) are entitled to vote for the 

election of two additional directors at the Company’s next annual meeting and all subsequent meetings until all accumulated dividends on such 

Series A Preferred Stock and other voting preferred stock have been paid or set aside (during which time the number of directors the current holders 

of Series A Preferred Stock are entitled to nominate under the Purchase Agreement will be reduced by two). As a result, the presence of directors on 

the Board nominated by the current holders of Series A Preferred Stock or elected by the holders of Series A Preferred Stock would enable such 

current holders or the holders of Series A Preferred Stock to influence the composition of the Board and, in turn, potentially influence and impact 

future actions taken by the Board. As of February 1, 2020, the Company is in arrears for four dividend payments. 

The Company has registered the resale of a large portion of its outstanding securities.  The resale of the Company’s common stock, or 
the perception that such resale may occur, may adversely affect the price of its common stock.  

In compliance with two Registration Rights Agreements to which the Company is a party, it has registered the resale of an aggregate of 20,723,050 
shares of outstanding common stock, 2,000,000 shares of outstanding Series A Preferred Stock, and 11,494,200 shares of common stock, subject 
to anti-dilution adjustments, issuable upon the conversion of outstanding Series A Preferred Stock.  The Company is also a party to a Registration 
Rights Agreement pursuant to which it is obligated under defined circumstances to register for resale the shares of common stock issuable upon 
conversion of the Convertible Notes.  The resale of a substantial number of shares of common stock in the public market, or the perception that such 
resale might occur, could cause the market price of the Company’s common stock to decline. Under the terms of the Registration Rights Agreements 
to which the Company is subject, the counterparties to such Registration Rights Agreements can, in certain circumstances, require the Company to 
participate in an underwritten public offering of the registered securities. Any shares sold in a registered resale will be freely tradable without 
restriction under the Securities Act. While the Company cannot predict the size of future resales or distributions of its common stock, if there is a 
perception that such resales or distributions could occur, or if the holders of the Company’s securities registered for resale sell a large number of the 
registered securities, the market price for the Company’s common stock could be adversely affected. 

The resale of a significant portion of the Company’s securities registered for resale or certain accumulations or transfers of the 
Company’s securities could result in a change of control of the Company and the loss of favorable tax attributes. 

The Company has registered the resale of securities representing approximately 59% of its outstanding shares of common stock assuming the 
issuance of all common stock issuable upon the conversion of the Series A Preferred Stock, and, if it is required to register the common stock 
issuable upon the conversion of the Convertible Notes, the Company will have registered the resale of securities representing approximately 74% of 
its outstanding shares of common stock assuming the issuance of all common stock issuable upon the conversion of the Series A Preferred Stock 
and Convertible Notes.   

Although the holders of the subject securities consist of several unaffiliated groups, these holders collectively have a controlling influence over all 
matters presented to the Company’s shareholders for approval, including election of members to the Board and change of control transactions. In 
addition, the holders of subject securities collectively would be able to cause a change of control of the Company by selling a sufficient portion of the 
Company’s securities held by them.  

If such a transaction, in combination with other transactions including the issuance of the Series A Preferred Stock and Convertible Notes, the 
conversion of such securities, the redemption, refinancing, extension or amendment of the Series A Preferred Stock, or future issuances of securities 
by the Company, were to result in an “ownership change” as determined under Section 382 of the Internal Revenue Code of 1986, as amended, 
then the Company’s ability to offset taxable income with tax attributes generated prior to the ownership change date could be limited, possibly 
substantially.  For more information on the Company’s tax attributes refer to Note 18, “Income Taxes”.  The interests of the holders of the securities 
registered for resale may not always coincide with the interests of the other holders of our common stock. 

The Company’s stock price has been and may continue to be volatile. 

The market price of the Company’s common stock has fluctuated substantially and may continue to fluctuate significantly. Future announcements or 
disclosures concerning the Company, its strategic initiatives, its sales and profitability, and quarterly variations in actual or anticipated operating 
results or comparable sales, any failure to meet analysts’ expectations and sales of large blocks of its common stock, among other factors, could 
cause the market price of its common stock to fluctuate substantially. 

ITEM 1B. UNRESOLVED STAFF COMMENTS 

None. 

ITEM 2. 

PROPERTIES 

Kodak's worldwide headquarters is located in Rochester, New York. 

Kodak owns 12 million square feet and leases, as a lessee, approximately 1 million square feet of space that includes administrative, research and 
development, manufacturing and marketing facilities in several worldwide locations.  Out of the owned space, Kodak leases out approximately 1 
million square feet to third party tenants.  The leases are for various periods and are generally renewable. 

Kodak’s principal manufacturing facilities, by segment, are listed below.  Properties in a location may be shared by all segments operating in that 
location. 

20 

21 

 
 
 
 
 
Enterprise Inkjet Systems 
Rochester, New York, USA 
Dayton, Ohio, USA 
Shanghai, China 

Brand, Film and Imaging 
Rochester, New York, USA 

Print Systems 
Rochester, New York, USA 
Columbus, Georgia, USA 
Osterode, Germany 
Gunma, Japan 
Shanghai, China 
Vancouver, Canada 

Kodak Software 
Vancouver, Canada 
(software development) 
Shanghai, China 

Advanced Materials and 
3D Printing Technology 
Rochester, New York, USA 

Regional distribution centers are located in various places within and outside of the United States.   

Research and development is headquartered at the Kodak Research Laboratories which is part of the Eastman Business Park in Rochester, New 
York, where Kodak conducts research and files patent applications with fundamental inventions.  Other U.S. research and development groups are 
located in Dayton, Ohio and Columbus, Georgia.  Outside the U.S., research and development groups are located in Canada, Israel, Germany, 
Japan and China.  The research and development groups work in close cooperation with manufacturing units and marketing organizations to 
develop new products and applications to serve both existing and new markets. 

Kodak has excess capacity in some locations.  Kodak is pursuing monetizing its excess capacity by selling or leasing the associated properties. 

ITEM 3. 

LEGAL PROCEEDINGS 

Kodak’s Brazilian operations are involved in various litigation matters and have received or been the subject of numerous governmental 
assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former 
employees and contract labor.   

The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-added taxes and income taxes.  
Kodak’s Brazilian operations are disputing these matters and intend to vigorously defend their position.  Kodak routinely assesses these matters as 
to the probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it 
assesses the likelihood of loss as probable.  As of December 31, 2019, Kodak’s Brazilian operations maintained accruals of approximately $3 million 
for claims aggregating approximately $149 million inclusive of interest and penalties where appropriate.  In connection with assessments and 
litigation in Brazil, local regulations may require Kodak’s Brazilian operations to post security for a portion of the amounts in dispute.  Generally, any 
encumbrances of the Brazilian assets would be removed to the extent the matter is resolved in Kodak’s favor. 

Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, 
employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is 
also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including 
patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products and claims arising out of Kodak’s 
licensing its brand. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information 
currently available, Kodak does not believe that it is probable that the outcomes in any of these matters, individually or collectively, will have a 
material adverse effect on its financial condition or results of operations.  

Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results 
or cash flows in a particular period.  Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a 
liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.  

ITEM 4. 

MINE SAFETY DISCLOSURES 

None. 

INFORMATION ABOUT ITS EXECUTIVE OFFICERS 

Pursuant to General Instructions G (3) of Form 10-K, the following list is included as an unnumbered item in Part I of this report in lieu of being 

included in the Proxy Statement for the Annual Meeting of Shareholders. 

Name 

James V. Continenza 

David E. Bullwinkle 

Roger W. Byrd 

John O'Grady 

Eric H. Samuels 

Terry R. Taber 

Randy D. Vandagriff 

Age 

57 

45 

54 

56 

52 

65 

57 

   Executive Chairman 

   Chief Financial Officer and Senior Vice President 

   General Counsel, Secretary and Senior Vice President 

Positions Held 

   Chief Accounting Officer and Corporate Controller 

   Vice President 

   Vice President 

   Vice President 

The executive officers' biographies follow: 

James V. Continenza 

Jim Continenza leads the transformation of Kodak as Executive Chairman. He was appointed to that position by the Board of Directors on February 

20, 2019. Continenza joined the Board of Directors of Kodak in April 2013 and became Chairman of the Board in September 2013. 

Continenza brings a proven track record of guiding leading technology companies through transformations. Since September 2012, Continenza has 

served as the Chairman and Chief Executive Officer of Vivial, Inc., a privately-held marketing technology and communications company. He has also 

held leadership roles at STi Prepaid, LLC, a telecommunications company; Anchor Glass Container Corp., a leading manufacturer of glass 

containers; Teligent, Inc., a provider of communications services including voice, data, and internet access; Lucent Technologies Product Finance, a 

global leader in telecom equipment; and AT&T. 

In addition to his management experience, Continenza currently serves on the board of Cenveo Corporation, an industry leader in transformative 

publishing solutions, and on the board of Merrill Corporation LLC.  He has also served on the boards of NII Holdings, Inc., Tembec, Inc. and Neff 

Corporation. He also serves or has served on the boards of a number of private companies. 

David E. Bullwinkle 

Dave Bullwinkle is the Chief Financial Officer and Senior Vice President of Kodak.  The Board of Directors elected Bullwinkle to this position effective 

July 2016.  Effective November 6, 2018, Bullwinkle is President of the Eastman Business Park Division.  Bullwinkle is responsible for advancing the 

growth strategy for Eastman Business Park and leading Kodak’s worldwide finance, corporate development, internal audit and purchasing teams.  

Bullwinkle reports to Executive Chairman Jim Continenza. 

Bullwinkle joined Kodak in 2004 and has worked in several financial management roles at the company including Worldwide BU Controller, Assistant 

Corporate Controller and External Reporting Manager. He served as the Director of Corporate Financial Planning and Analysis and Vice President, 

Finance at Kodak from November 2010 to June 2016, and Director of Investor Relations from August 2013 to June 2016.   

Prior to joining Kodak, Bullwinkle worked as the Manager of Financial Reporting at Birds Eye Foods, Inc. and previously at PricewaterhouseCoopers 

from 1996 to 2002 in various roles including serving as an Assurance Manager.  

Bullwinkle has an MBA from St. John Fisher College and Bachelor of Science in Accounting degree from SUNY Geneseo. Bullwinkle is also a 

Certified Public Accountant in the State of New York. 

Roger W. Byrd 

Roger Byrd was appointed General Counsel, Secretary and Senior Vice President of Kodak in January 2019. He is responsible for leading the 

company's global legal function and for providing legal guidance to senior leadership and the Board of Directors. He also oversees the corporate 

development function.  Byrd reports to Executive Chairman Jim Continenza. 

Byrd joined Kodak in 2014 as Assistant General Counsel and Vice President, Legal Department and while at Kodak has focused on M&A and 

financing transactions, joint ventures, and other strategic initiatives.  Byrd has also been active in providing credit agreement compliance, securities 

reporting and corporate governance support to the Company. The Board of Directors elected him to Senior Vice President and Secretary in January 

2019. 

Prior to joining Kodak, Byrd was a Partner at Nixon Peabody LLP.  During his 23-year career at Nixon Peabody, he represented a broad range of 

clients in connection with a variety of M&A, financing and other corporate transactions. Byrd also served as General Counsel at Choice One 

Communications, Inc. from 2005 – 2006, a competitive local exchange carrier.  

Byrd received a B.S. degree in accounting from Bob Jones University and a J.D. from Duke University School of Law. 

22 

23 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
  
 
 
Enterprise Inkjet Systems 

Rochester, New York, USA 

Dayton, Ohio, USA 

Shanghai, China 

Brand, Film and Imaging 

Rochester, New York, USA 

Print Systems 

Rochester, New York, USA 

Columbus, Georgia, USA 

Osterode, Germany 

Gunma, Japan 

Shanghai, China 

Vancouver, Canada 

Kodak Software 

Vancouver, Canada 

(software development) 

Shanghai, China 

Advanced Materials and 

3D Printing Technology 

Rochester, New York, USA 

Regional distribution centers are located in various places within and outside of the United States.   

Research and development is headquartered at the Kodak Research Laboratories which is part of the Eastman Business Park in Rochester, New 

York, where Kodak conducts research and files patent applications with fundamental inventions.  Other U.S. research and development groups are 

located in Dayton, Ohio and Columbus, Georgia.  Outside the U.S., research and development groups are located in Canada, Israel, Germany, 

Japan and China.  The research and development groups work in close cooperation with manufacturing units and marketing organizations to 

develop new products and applications to serve both existing and new markets. 

Kodak has excess capacity in some locations.  Kodak is pursuing monetizing its excess capacity by selling or leasing the associated properties. 

ITEM 3. 

LEGAL PROCEEDINGS 

Kodak’s Brazilian operations are involved in various litigation matters and have received or been the subject of numerous governmental 

assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former 

employees and contract labor.   

The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-added taxes and income taxes.  

Kodak’s Brazilian operations are disputing these matters and intend to vigorously defend their position.  Kodak routinely assesses these matters as 

to the probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it 

assesses the likelihood of loss as probable.  As of December 31, 2019, Kodak’s Brazilian operations maintained accruals of approximately $3 million 

for claims aggregating approximately $149 million inclusive of interest and penalties where appropriate.  In connection with assessments and 

litigation in Brazil, local regulations may require Kodak’s Brazilian operations to post security for a portion of the amounts in dispute.  Generally, any 

encumbrances of the Brazilian assets would be removed to the extent the matter is resolved in Kodak’s favor. 

Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, 

employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is 

also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including 

patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products and claims arising out of Kodak’s 

licensing its brand. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information 

currently available, Kodak does not believe that it is probable that the outcomes in any of these matters, individually or collectively, will have a 

material adverse effect on its financial condition or results of operations.  

Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results 

or cash flows in a particular period.  Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a 

liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.  

ITEM 4. 

MINE SAFETY DISCLOSURES 

None. 

INFORMATION ABOUT ITS EXECUTIVE OFFICERS 

Pursuant to General Instructions G (3) of Form 10-K, the following list is included as an unnumbered item in Part I of this report in lieu of being 
included in the Proxy Statement for the Annual Meeting of Shareholders. 

Name 
James V. Continenza 
David E. Bullwinkle 
Roger W. Byrd 
John O'Grady 
Eric H. Samuels 
Terry R. Taber 
Randy D. Vandagriff 

Age 
57 
45 
54 
56 
52 
65 
57 

Positions Held 

   Executive Chairman 
   Chief Financial Officer and Senior Vice President 
   General Counsel, Secretary and Senior Vice President 
   Vice President 
   Chief Accounting Officer and Corporate Controller 
   Vice President 
   Vice President 

The executive officers' biographies follow: 

James V. Continenza 

Jim Continenza leads the transformation of Kodak as Executive Chairman. He was appointed to that position by the Board of Directors on February 
20, 2019. Continenza joined the Board of Directors of Kodak in April 2013 and became Chairman of the Board in September 2013. 

Continenza brings a proven track record of guiding leading technology companies through transformations. Since September 2012, Continenza has 
served as the Chairman and Chief Executive Officer of Vivial, Inc., a privately-held marketing technology and communications company. He has also 
held leadership roles at STi Prepaid, LLC, a telecommunications company; Anchor Glass Container Corp., a leading manufacturer of glass 
containers; Teligent, Inc., a provider of communications services including voice, data, and internet access; Lucent Technologies Product Finance, a 
global leader in telecom equipment; and AT&T. 

In addition to his management experience, Continenza currently serves on the board of Cenveo Corporation, an industry leader in transformative 
publishing solutions, and on the board of Merrill Corporation LLC.  He has also served on the boards of NII Holdings, Inc., Tembec, Inc. and Neff 
Corporation. He also serves or has served on the boards of a number of private companies. 

David E. Bullwinkle 

Dave Bullwinkle is the Chief Financial Officer and Senior Vice President of Kodak.  The Board of Directors elected Bullwinkle to this position effective 
July 2016.  Effective November 6, 2018, Bullwinkle is President of the Eastman Business Park Division.  Bullwinkle is responsible for advancing the 
growth strategy for Eastman Business Park and leading Kodak’s worldwide finance, corporate development, internal audit and purchasing teams.  
Bullwinkle reports to Executive Chairman Jim Continenza. 

Bullwinkle joined Kodak in 2004 and has worked in several financial management roles at the company including Worldwide BU Controller, Assistant 
Corporate Controller and External Reporting Manager. He served as the Director of Corporate Financial Planning and Analysis and Vice President, 
Finance at Kodak from November 2010 to June 2016, and Director of Investor Relations from August 2013 to June 2016.   

Prior to joining Kodak, Bullwinkle worked as the Manager of Financial Reporting at Birds Eye Foods, Inc. and previously at PricewaterhouseCoopers 
from 1996 to 2002 in various roles including serving as an Assurance Manager.  

Bullwinkle has an MBA from St. John Fisher College and Bachelor of Science in Accounting degree from SUNY Geneseo. Bullwinkle is also a 
Certified Public Accountant in the State of New York. 

Roger W. Byrd 

Roger Byrd was appointed General Counsel, Secretary and Senior Vice President of Kodak in January 2019. He is responsible for leading the 
company's global legal function and for providing legal guidance to senior leadership and the Board of Directors. He also oversees the corporate 
development function.  Byrd reports to Executive Chairman Jim Continenza. 

Byrd joined Kodak in 2014 as Assistant General Counsel and Vice President, Legal Department and while at Kodak has focused on M&A and 
financing transactions, joint ventures, and other strategic initiatives.  Byrd has also been active in providing credit agreement compliance, securities 
reporting and corporate governance support to the Company. The Board of Directors elected him to Senior Vice President and Secretary in January 
2019. 

Prior to joining Kodak, Byrd was a Partner at Nixon Peabody LLP.  During his 23-year career at Nixon Peabody, he represented a broad range of 
clients in connection with a variety of M&A, financing and other corporate transactions. Byrd also served as General Counsel at Choice One 
Communications, Inc. from 2005 – 2006, a competitive local exchange carrier.  

Byrd received a B.S. degree in accounting from Bob Jones University and a J.D. from Duke University School of Law. 

22 

23 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
  
 
 
John O’Grady 

Randy D. Vandagriff 

Effective January 2020, John O’Grady is Senior Vice President of Print, with senior responsibilities relating to the Traditional Printing segment.  He 
reports to Executive Chairman Jim Continenza. 

reports to Executive Chairman Jim Continenza. 

Effective January 2020, Randy D. Vandagriff is Senior Vice President of Print, with senior responsibilities relating to the Digital Print segment. He 

From May 1, 2017 to January 2020, Vandagriff was President, Enterprise Inkjet Systems Division, responsible for delivering commercial inkjet 

technology, printers and solutions to the market. Vandagriff has spent his 37-year career innovating inkjet technology for the printing market. From 

January 2004 to August 2012, Vandagriff was Vice President, Research and Development for Kodak Versamark, responsible for leading a worldwide 

R&D organization responsible for developing four generations of inkjet technologies and delivering industry-leading performance, including Kodak 

Stream and ULTRASTREAM inkjet technologies. From January 2015 to May 2017, Vandagriff led the Kodak Creo Server business located in Tel 

Aviv, Israel.  He has served as a corporate vice president since May 2017. 

In addition to his strong product development capabilities, Vandagriff has traveled internationally, working with key Kodak customers to successfully 

implement commercial inkjet into their production processes. His respected knowledge, broad background, and deep industry network has 

contributed to making Kodak the world’s leader in high volume variable printing solutions. 

Vandagriff holds an MBA degree from the University of Phoenix and a Bachelor of Science in Mechanical Engineering from Wright State University. 

PART II 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY 

SECURITIES 

The Company’s common stock is listed on the New York Stock Exchange (NYSE) under the symbol “KODK”. 

There were 2,317 shareholders of record of common stock on December 31, 2019. 

Information regarding securities authorized for issuance under equity compensation plans is included in Item 12. “Security Ownership of Certain 

Beneficial Owners and Management and Related Stockholder Matters” under the caption “Equity Compensation Plan Information.”  

DIVIDEND INFORMATION 

No dividends on common stock were declared or paid during 2019 or 2018. 

Dividends for common shareholders may be restricted under Kodak’s ABL Credit Agreement, the Convertible Notes and the Series A Preferred 

Stock.  Refer to Note 9, “Debt and Finance Leases,” and Note 10, “Redeemable, Convertible Series A Preferred Stock” in the Notes to Financial 

From April 24, 2018 to January 2020, O’Grady was President, Print Systems Division, which served graphic arts and commercial print customers 
with printing plates, computer to plate imaging solutions, electrophotographic printing solutions, OEM toner, and equipment services. From 
December 1, 2017 to April 24, 2018, O’Grady was President of Consumer Imaging Division.  In this role, he was responsible for motion picture and 
commercial films, synthetic chemicals, and consumer products, including products from Kodak brand licensees. From January 2016 to December 
2017, O’Grady was General Manager, Worldwide Sales, Print Systems Division, responsible for managing the sales, service and regional marketing 
for the Print Systems Division on a worldwide basis in addition to the go-to-market back office operations for Kodak.  From January 2015 to 
December 2015, O’Grady was Managing Director of the Europe, United States and Canada, Australia and New Zealand (EUCAN) Region.  From 
December 2010 to December 2014, he was Managing Director, U.S. & Canada Region.  From December 2008 to December 2010, O’Grady was 
Regional Managing Director, Europe, Africa and Middle East Region (EAMER) and Chairman Eastman Kodak Sàrl, and from May 2007 to December 
2008, he was Managing Director, EAMER, Consumer Businesses.  O’Grady has served as a corporate vice president since March 2007, including 
as a senior vice president from August 2016 through February 2020. 

O’Grady joined Kodak in 1997 and has held key business development and regional management positions in Kodak’s digital imaging businesses. 

Prior to joining Kodak, O’Grady had a 12-year career at Verbatim. 

O’Grady graduated from the University of Limerick in Ireland with a B.S. degree in Electronics. 

Eric H. Samuels 

Eric Samuels was appointed Corporate Controller and Chief Accounting Officer in July 2009.  Samuels previously served as the Company’s 
Assistant Corporate Controller and brings to his position more than 20 years of leadership experience in corporate finance and public accounting. He 
joined Kodak in 2004 as Director, Accounting Research and Policy. Samuels reports to Chief Financial Officer David Bullwinkle. 

Prior to joining Kodak, Samuels had a 14-year career in public accounting during which he served as a senior manager at KPMG LLP's Department 
of Professional Practice (National Office) in New York City. Prior to joining KPMG in 1996, he worked in Ernst & Young's New York City office. 

Samuels has a B.S. degree in business economics from the State University of New York College at Oneonta.  He is a Certified Public Accountant in 
New York and a member of the American Institute of Certified Public Accountants. 

Terry R. Taber, PhD 

Terry Taber has served as Kodak’s Chief Technical Officer since January 2009.  Effective January 2020, he is Senior Vice President of Advanced 
Materials and Chemicals, with senior responsibilities relating to that segment. He reports to Executive Chairman Jim Continenza. 

From May 1, 2017 to January 2020, Taber was President of the Advanced Materials and 3D Printing Technology Division which contained the 
research laboratories and included licensing as well as new business development activities related to Kodak’s patents and proprietary technology, 
and focused on opportunities in smart material applications, printed electronics markets and 3D printing materials.  

Statements. 

From January 1, 2015 to May 1, 2017, Taber was President of the Intellectual Property Solutions Division.  From January 2007 to December 2008 
he was the Chief Operating Officer of Kodak’s Image Sensor Solutions (“ISS”) business, a leading developer of advanced CCD and CMOS sensors 
serving imaging and industrial markets, and prior to Terry’s role with ISS, he held a series of senior positions in Kodak’s research and development 
and product organizations.  Taber has served as a corporate vice president since December 2008, including as a senior vice president from 
December 2010 through February 2020.   

During his more than 35 years at Kodak, Taber has been involved in new materials research, product development and commercialization, 
manufacturing, and executive positions in R&D and business management.  Taber’s early responsibilities included research on new synthetic 
materials, an area in which he holds several patents, program manager for several film products, worldwide consumer film business product 
manager, Associate Director of R&D and director of Materials & Media R&D.  

Taber received a B.S. degree in Chemistry from Purdue University and a Ph.D. in Organic Chemistry from the California Institute of Technology.  He 
also received an M.S. in General Management from MIT as a Kodak Sloan Fellow.  In past board service, he was a founding Board Member of the 
Innovation & Material Sciences Institute and served on the Executive Advisory Board of FIRST Rochester (For Inspiration and Recognition of 
Science and Technology).  Taber currently serves on the George Eastman Museum Board, effective June 2018.  He also serves on the Executive 
Committee of the Greater Rochester Chamber of Commerce and on the Board of Trustees for Roberts Wesleyan College and Northeastern 
Seminary. 

24 

25 

 
 
 
 
 
 
 
 
 
John O’Grady 

Randy D. Vandagriff 

Effective January 2020, John O’Grady is Senior Vice President of Print, with senior responsibilities relating to the Traditional Printing segment.  He 

reports to Executive Chairman Jim Continenza. 

From April 24, 2018 to January 2020, O’Grady was President, Print Systems Division, which served graphic arts and commercial print customers 

with printing plates, computer to plate imaging solutions, electrophotographic printing solutions, OEM toner, and equipment services. From 

December 1, 2017 to April 24, 2018, O’Grady was President of Consumer Imaging Division.  In this role, he was responsible for motion picture and 

commercial films, synthetic chemicals, and consumer products, including products from Kodak brand licensees. From January 2016 to December 

2017, O’Grady was General Manager, Worldwide Sales, Print Systems Division, responsible for managing the sales, service and regional marketing 

for the Print Systems Division on a worldwide basis in addition to the go-to-market back office operations for Kodak.  From January 2015 to 

December 2015, O’Grady was Managing Director of the Europe, United States and Canada, Australia and New Zealand (EUCAN) Region.  From 

December 2010 to December 2014, he was Managing Director, U.S. & Canada Region.  From December 2008 to December 2010, O’Grady was 

Regional Managing Director, Europe, Africa and Middle East Region (EAMER) and Chairman Eastman Kodak Sàrl, and from May 2007 to December 

2008, he was Managing Director, EAMER, Consumer Businesses.  O’Grady has served as a corporate vice president since March 2007, including 

as a senior vice president from August 2016 through February 2020. 

O’Grady joined Kodak in 1997 and has held key business development and regional management positions in Kodak’s digital imaging businesses. 

Prior to joining Kodak, O’Grady had a 12-year career at Verbatim. 

O’Grady graduated from the University of Limerick in Ireland with a B.S. degree in Electronics. 

Eric H. Samuels 

Eric Samuels was appointed Corporate Controller and Chief Accounting Officer in July 2009.  Samuels previously served as the Company’s 

Assistant Corporate Controller and brings to his position more than 20 years of leadership experience in corporate finance and public accounting. He 

joined Kodak in 2004 as Director, Accounting Research and Policy. Samuels reports to Chief Financial Officer David Bullwinkle. 

Prior to joining Kodak, Samuels had a 14-year career in public accounting during which he served as a senior manager at KPMG LLP's Department 

of Professional Practice (National Office) in New York City. Prior to joining KPMG in 1996, he worked in Ernst & Young's New York City office. 

Samuels has a B.S. degree in business economics from the State University of New York College at Oneonta.  He is a Certified Public Accountant in 

New York and a member of the American Institute of Certified Public Accountants. 

Terry R. Taber, PhD 

Terry Taber has served as Kodak’s Chief Technical Officer since January 2009.  Effective January 2020, he is Senior Vice President of Advanced 

Materials and Chemicals, with senior responsibilities relating to that segment. He reports to Executive Chairman Jim Continenza. 

From May 1, 2017 to January 2020, Taber was President of the Advanced Materials and 3D Printing Technology Division which contained the 

research laboratories and included licensing as well as new business development activities related to Kodak’s patents and proprietary technology, 

and focused on opportunities in smart material applications, printed electronics markets and 3D printing materials.  

From January 1, 2015 to May 1, 2017, Taber was President of the Intellectual Property Solutions Division.  From January 2007 to December 2008 

he was the Chief Operating Officer of Kodak’s Image Sensor Solutions (“ISS”) business, a leading developer of advanced CCD and CMOS sensors 

serving imaging and industrial markets, and prior to Terry’s role with ISS, he held a series of senior positions in Kodak’s research and development 

and product organizations.  Taber has served as a corporate vice president since December 2008, including as a senior vice president from 

December 2010 through February 2020.   

During his more than 35 years at Kodak, Taber has been involved in new materials research, product development and commercialization, 

manufacturing, and executive positions in R&D and business management.  Taber’s early responsibilities included research on new synthetic 

materials, an area in which he holds several patents, program manager for several film products, worldwide consumer film business product 

manager, Associate Director of R&D and director of Materials & Media R&D.  

Taber received a B.S. degree in Chemistry from Purdue University and a Ph.D. in Organic Chemistry from the California Institute of Technology.  He 

also received an M.S. in General Management from MIT as a Kodak Sloan Fellow.  In past board service, he was a founding Board Member of the 

Innovation & Material Sciences Institute and served on the Executive Advisory Board of FIRST Rochester (For Inspiration and Recognition of 

Science and Technology).  Taber currently serves on the George Eastman Museum Board, effective June 2018.  He also serves on the Executive 

Committee of the Greater Rochester Chamber of Commerce and on the Board of Trustees for Roberts Wesleyan College and Northeastern 

Seminary. 

Effective January 2020, Randy D. Vandagriff is Senior Vice President of Print, with senior responsibilities relating to the Digital Print segment. He 
reports to Executive Chairman Jim Continenza. 

From May 1, 2017 to January 2020, Vandagriff was President, Enterprise Inkjet Systems Division, responsible for delivering commercial inkjet 
technology, printers and solutions to the market. Vandagriff has spent his 37-year career innovating inkjet technology for the printing market. From 
January 2004 to August 2012, Vandagriff was Vice President, Research and Development for Kodak Versamark, responsible for leading a worldwide 
R&D organization responsible for developing four generations of inkjet technologies and delivering industry-leading performance, including Kodak 
Stream and ULTRASTREAM inkjet technologies. From January 2015 to May 2017, Vandagriff led the Kodak Creo Server business located in Tel 
Aviv, Israel.  He has served as a corporate vice president since May 2017. 

In addition to his strong product development capabilities, Vandagriff has traveled internationally, working with key Kodak customers to successfully 
implement commercial inkjet into their production processes. His respected knowledge, broad background, and deep industry network has 
contributed to making Kodak the world’s leader in high volume variable printing solutions. 

Vandagriff holds an MBA degree from the University of Phoenix and a Bachelor of Science in Mechanical Engineering from Wright State University. 

PART II 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY 

SECURITIES 

The Company’s common stock is listed on the New York Stock Exchange (NYSE) under the symbol “KODK”. 

There were 2,317 shareholders of record of common stock on December 31, 2019. 

Information regarding securities authorized for issuance under equity compensation plans is included in Item 12. “Security Ownership of Certain 
Beneficial Owners and Management and Related Stockholder Matters” under the caption “Equity Compensation Plan Information.”  

DIVIDEND INFORMATION 

No dividends on common stock were declared or paid during 2019 or 2018. 

Dividends for common shareholders may be restricted under Kodak’s ABL Credit Agreement, the Convertible Notes and the Series A Preferred 
Stock.  Refer to Note 9, “Debt and Finance Leases,” and Note 10, “Redeemable, Convertible Series A Preferred Stock” in the Notes to Financial 
Statements. 

24 

25 

 
 
 
 
 
 
 
 
 
ISSUER PURCHASES OF EQUITY SECURITIES DURING THE QUARTER ENDED DECEMBER 31, 2019 (1) 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

—     
3.37     
—     
3.37       

Total Number 
of Shares
Purchased

Average 
Price Paid
per Share

Maximum That May 
Be Purchased
under the Plans or
Programs
N/A 
N/A 
N/A 

Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (2)
N/A 
N/A 
N/A 

October 1 through 31, 2019 
November 1 through 30, 2019 
December 1 through 31, 2019 
Total 

—       
1,383       
—       
1,383       

(1)  These purchases were made to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to 

employees. 

(2)  Kodak does not have a publicly announced repurchase plan or program. 

ITEM 6. SELECTED FINANCIAL DATA 

Kodak is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item. 

26 

27 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader 

understand the results of operations and financial condition of Kodak for the years ended December 31, 2019 and 2018.  All references to Notes 

relate to Notes to the Financial Statements in Item 8. “Financial Statements and Supplementary Data.” 

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 

This report on Form 10-K includes "forward–looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. 

Forward–looking statements include statements concerning Kodak’s plans, objectives, goals, strategies, future events, future revenue or 

performance, capital expenditures, liquidity, investments, financing needs and business trends and other information that is not historical information. 

When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” 

“strategy,” “continues,” “goals,” “targets” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and similar expressions, as well as 

statements that do not relate strictly to historical or current facts, are intended to identify forward–looking statements. All forward–looking statements, 

including management’s examination of historical operating trends and data, are based upon Kodak’s expectations and various assumptions. Future 

events or results may differ from those anticipated or expressed in the forward-looking statements. Important factors that could cause actual events 

or results to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in this 

report on Form 10–K under the headings “Business,” “Risk Factors,” “Legal Proceedings” and/or “Management’s Discussion and Analysis of 

Financial Condition and Results of Operations–Liquidity and Capital Resources,” and in other filings the Company makes with the SEC from time to 

time, as well as the following: 

Kodak’s ability to improve and sustain its operating structure, cash flow, profitability and other financial results; 

•

•

•

•

•

•

•

•

•

•

•

•

Kodak’s ability to achieve cash forecasts, financial projections, and projected growth; 

Kodak’s ability to achieve the financial and operational results contained in its business plans; 

Kodak’s ability to comply with the covenants in its various credit facilities; 

Kodak’s ability to fund continued investments, capital needs and restructuring payments and service its debt and Series A Preferred 

Stock; 

Changes in foreign currency exchange rates, commodity prices and interest rates; 

Kodak’s ability to effectively anticipate technology trends and develop and market new products, solutions and technologies; 

Kodak’s ability to effectively compete with large, well-financed industry participants; 

Continued sufficient availability of borrowings and letters of credit under the ABL Credit Agreement, Kodak’s ability to obtain additional 

financing if and as needed and Kodak’s ability to provide or facilitate financing for its customers; 

The performance by third parties of their obligations to supply products, components or services to Kodak; 

Kodak’s ability to effect strategic transactions, such as divestitures, acquisitions, strategic alliances and similar transactions, or to 

achieve the benefits sought to be achieved from such strategic transactions; and 

The impact on Kodak of the global economic environment or medical epidemics such as the recent coronavirus outbreak. 

There may be other factors that may cause Kodak’s actual results to differ materially from the forward–looking statements. All forward–looking 

statements attributable to Kodak or persons acting on its behalf apply only as of the date of this report on Form 10-K and are expressly qualified in 

their entirety by the cautionary statements included in this document. Kodak undertakes no obligation to update or revise forward–looking statements 

to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law. 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES  

Revenue Recognition 

Kodak's revenue transactions include sales of products (such as components and consumables for use in Kodak, and other manufacturers’ 

equipment, and film-based products), equipment, software, services, integrated solutions, and intellectual property and brand licensing.   Complex 

arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting, 

including the allocation of transaction price to the various performance obligations and determination of the stand-alone selling price of each 

performance obligation.  For equipment sales, revenue recognition may depend on completion of installation based on the type of equipment, level of 

customer specific customization and other contractual terms.  In instances in which the agreement with the customer contains a customer 

acceptance clause, revenue is deferred until customer acceptance is obtained, provided the customer acceptance clause is considered to be 

substantive. 

 
  
  
    
     
  
    
  
    
  
    
  
    
    
 
 
 
 
 
 
 
 
ISSUER PURCHASES OF EQUITY SECURITIES DURING THE QUARTER ENDED DECEMBER 31, 2019 (1) 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Total Number 

of Shares

Purchased

Average 

Price Paid

per Share

Total Number of Shares

Maximum That May 

Purchased as Part of

Be Purchased

Publicly Announced Plans

under the Plans or

or Programs (2)

Programs

—       

1,383       

—       

1,383       

—     

3.37     

—     

3.37       

N/A 

N/A 

N/A 

N/A 

N/A 

N/A 

October 1 through 31, 2019 

November 1 through 30, 2019 

December 1 through 31, 2019 

Total 

employees. 

(1)  These purchases were made to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to 

(2)  Kodak does not have a publicly announced repurchase plan or program. 

ITEM 6. SELECTED FINANCIAL DATA 

Kodak is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item. 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader 
understand the results of operations and financial condition of Kodak for the years ended December 31, 2019 and 2018.  All references to Notes 
relate to Notes to the Financial Statements in Item 8. “Financial Statements and Supplementary Data.” 

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 

This report on Form 10-K includes "forward–looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. 

Forward–looking statements include statements concerning Kodak’s plans, objectives, goals, strategies, future events, future revenue or 
performance, capital expenditures, liquidity, investments, financing needs and business trends and other information that is not historical information. 
When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” 
“strategy,” “continues,” “goals,” “targets” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and similar expressions, as well as 
statements that do not relate strictly to historical or current facts, are intended to identify forward–looking statements. All forward–looking statements, 
including management’s examination of historical operating trends and data, are based upon Kodak’s expectations and various assumptions. Future 
events or results may differ from those anticipated or expressed in the forward-looking statements. Important factors that could cause actual events 
or results to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in this 
report on Form 10–K under the headings “Business,” “Risk Factors,” “Legal Proceedings” and/or “Management’s Discussion and Analysis of 
Financial Condition and Results of Operations–Liquidity and Capital Resources,” and in other filings the Company makes with the SEC from time to 
time, as well as the following: 

•

•

•

•

•

•

•

•

•

•

•

•

Kodak’s ability to improve and sustain its operating structure, cash flow, profitability and other financial results; 

Kodak’s ability to achieve cash forecasts, financial projections, and projected growth; 

Kodak’s ability to achieve the financial and operational results contained in its business plans; 

Kodak’s ability to comply with the covenants in its various credit facilities; 

Kodak’s ability to fund continued investments, capital needs and restructuring payments and service its debt and Series A Preferred 
Stock; 

Changes in foreign currency exchange rates, commodity prices and interest rates; 

Kodak’s ability to effectively anticipate technology trends and develop and market new products, solutions and technologies; 

Kodak’s ability to effectively compete with large, well-financed industry participants; 

Continued sufficient availability of borrowings and letters of credit under the ABL Credit Agreement, Kodak’s ability to obtain additional 
financing if and as needed and Kodak’s ability to provide or facilitate financing for its customers; 

The performance by third parties of their obligations to supply products, components or services to Kodak; 

Kodak’s ability to effect strategic transactions, such as divestitures, acquisitions, strategic alliances and similar transactions, or to 
achieve the benefits sought to be achieved from such strategic transactions; and 

The impact on Kodak of the global economic environment or medical epidemics such as the recent coronavirus outbreak. 

There may be other factors that may cause Kodak’s actual results to differ materially from the forward–looking statements. All forward–looking 
statements attributable to Kodak or persons acting on its behalf apply only as of the date of this report on Form 10-K and are expressly qualified in 
their entirety by the cautionary statements included in this document. Kodak undertakes no obligation to update or revise forward–looking statements 
to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law. 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES  

Revenue Recognition 

Kodak's revenue transactions include sales of products (such as components and consumables for use in Kodak, and other manufacturers’ 
equipment, and film-based products), equipment, software, services, integrated solutions, and intellectual property and brand licensing.   Complex 
arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting, 
including the allocation of transaction price to the various performance obligations and determination of the stand-alone selling price of each 
performance obligation.  For equipment sales, revenue recognition may depend on completion of installation based on the type of equipment, level of 
customer specific customization and other contractual terms.  In instances in which the agreement with the customer contains a customer 
acceptance clause, revenue is deferred until customer acceptance is obtained, provided the customer acceptance clause is considered to be 
substantive. 

26 

27 

 
  
  
    
     
  
    
  
    
  
    
  
    
    
 
 
 
 
 
 
 
 
At the time revenue is recognized, Kodak also records reductions to revenue for customer incentive programs.  Such incentive programs include 
cash and volume discounts and promotional allowances.  For those incentives that require the estimation of sales volumes or redemption rates, such 
as for volume rebates, Kodak uses historical experience and both internal and customer data to estimate the sales incentive at the time revenue is 
recognized.  In the event that the actual results of these items differ from the estimates, adjustments to the sales incentive accruals are recorded.  
Future market conditions and product transitions may require Kodak to take actions to increase customer incentive offers, possibly resulting in an 
incremental reduction of revenue at the time the incentive is offered. 

Valuation and Useful Lives of Long-Lived Assets, Including Goodwill and Intangible Assets 

Kodak performs a test for goodwill impairment annually and whenever events or changes in circumstances occur that would more likely than not 
reduce the fair value of the reporting unit below its carrying amount. 

Goodwill is tested for impairment at a level of reporting referred to as a reporting unit, which is an operating segment or one level below an operating 
segment (a component) if the component constitutes a business for which discrete financial information is available and regularly reviewed by 
segment management. 

The Print Systems segment has two goodwill reporting units: Prepress Solutions and Electrophotographic Printing Solutions.  The Brand, Film and 
Imaging segment has three goodwill reporting units, Motion Picture and Industrial Chemicals and Films; Consumer Products; and Kodak Technology 
Solutions and Kodak Services for Business.  The Enterprise Inkjet Systems segment, Kodak Software segment, Advanced Materials and 3D Printing 
Technology segment and Eastman Business Park segment all have one goodwill reporting unit.  As of December 31, 2019, goodwill is recorded in 
the Kodak Software and Consumer Products reporting units.   

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions.  Kodak estimates the fair value of its 
reporting units using the guideline public company method and discounted cash flow method.  To estimate fair value utilizing the guideline public 
company method, Kodak applies valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same 
operating data of the reporting units.   The valuation multiples are based on earnings before interest, taxes, depreciation and amortization 
(“EBITDA”).  To estimate fair value utilizing the discounted cash flow method, Kodak establishes an estimate of future cash flows for each reporting 
unit and discounts those estimated future cash flows to present value.  

Kodak performed a quantitative test of impairment for all reporting units for its annual goodwill impairment test as of December 31, 2019.  Kodak 
utilized the discounted cash flow method and guideline public company method to estimate the fair value of reporting units with goodwill.  For these 
reporting units, Kodak selected equal weighting of the guideline public company method and the discounted cash flow method as the valuation 
approaches produced comparable ranges of fair value.  Fair values for the other reporting units were estimated using the discounted cash flow 
method only. 

To estimate fair value utilizing the discounted cash flow method, Kodak established an estimate of future cash flows for the period ranging from 
January 1, 2020 to December 31, 2024 and discounted the estimated future cash flows to present value. The expected cash flows were derived from 
earnings forecasts and assumptions regarding growth and margin projections, as applicable. The discount rates are estimated based on an after-tax 
weighted average cost of capital (“WACC”) for each reporting unit reflecting the rate of return that would be expected by a market participant.  The 
WACC also takes into consideration a company specific risk premium for each reporting unit reflecting the risk associated with the overall uncertainty 
of the financial projections.  Discount rates of 13% to 55% were utilized in the valuation based on Kodak’s best estimates of the after-tax weighted-
average cost of capital of each reporting unit. 

A terminal value was included for all reporting units, except Kodak Technology Solutions and Kodak Services for Business, at the end of the cash 
flow projection period to reflect the remaining value that the reporting unit is expected to generate.  The terminal value was calculated using either 
the constant growth method (“CGM”) based on the cash flows of the final year of the discrete period or the H-model, which assumes the growth 
during the terminal period starts at a higher rate and declines in a linear manner over a specified transition period toward a stable growth rate. 

Based upon the results of Kodak’s December 31, 2019 analysis, Kodak concluded that the fair value of the reporting units substantially exceeded 
their carrying values, therefore no impairment of goodwill was indicated.  Impairment of goodwill could occur in the future if a reporting unit’s fair 
value changes significantly, if Kodak’s market capitalization significantly declines, if a reporting unit’s carrying value changes materially compared 
with changes in its fair values, or as a result of changes in operating segments or reporting units. 

The carrying value of the indefinite-lived intangible asset related to the Kodak trade name is evaluated for potential impairment annually or whenever 
events or changes in circumstances indicate that it is more likely than not that the asset is impaired.    

Kodak performed its annual test of impairment for the Kodak trade name as of December 31, 2019.  The fair value of the Kodak trade name was 
valued using the income approach, specifically the relief from royalty method based on the following significant assumptions: (a) forecasted revenues 
ranging from January 1, 2020 to December 31, 2024, including a terminal year with growth rates ranging from -3% to 2.5%; (b) an after-tax royalty 
rate of 0.4% of expected net sales determined with regard to comparable market transactions and profitability analysis; and (c) discount rates 
ranging from 17% to 30%, which were based on the after-tax weighted-average cost of capital. 

Based on the results of Kodak’s December 31, 2019 assessment, the carrying value of the Kodak trade name exceeded its fair value and Kodak 

recorded a pre-tax impairment charge of $4 million.  Impairment of the Kodak trade name could occur in the future if expected revenues decline or if 

there are significant changes in the discount rates or royalty rates.  A one percent increase in the discount rate and a 10 percent miss in expected 

revenues would impact the fair value of the Kodak trade name by $3 million. 

Long-lived assets other than goodwill and indefinite-lived intangible assets are evaluated for impairment whenever events or changes in 

circumstances indicate the carrying value may not be recoverable.  When evaluating long-lived assets for impairment, the carrying value of an asset 

group is compared to its estimated undiscounted future cash flows.  An impairment is indicated if the estimated future cash flows are less than the 

carrying value of the asset group.  The impairment is the excess of the carrying value over the fair value of the long-lived asset group.  Kodak 

recorded a $2 million pre-tax impairment charge related to one building no longer in use. 

The value of property, plant, and equipment is depreciated over its expected useful life in such a way as to allocate it as equitably as possible to the 

periods during which services are obtained from their use, which aims to distribute the value over the remaining estimated useful life of the unit in a 

systematic and rational manner.  An estimate of useful life not only considers the economic life of the asset, but also the remaining life of the asset to 

the entity.  Impairment of long-lived assets other than goodwill and indefinite lived intangible assets could occur in the future if expected future cash 

flows decline or if there are significant changes in the estimated useful life of the assets. 

Series A Preferred Stock and Convertible Notes Embedded Conversion Features and Term Extension Derivatives 

On November 15, 2016, the Company issued 2,000,000 shares of Series A Preferred Stock no par value per share.  On May 24, 2019, the Company 

issued $100 million aggregate principal amount of Convertible Notes.  The Company concluded that the Series A Preferred Stock and Convertible 

Notes are considered more akin to debt-type instruments and that the economic characteristics and risks of the embedded conversion features and 

term extension at the Company’s option (in the case of the Convertible Notes), except where the conversion price is increased to the liquidation 

preference in the case of the Series A Preferred Stock, were not considered clearly and closely related to the Series A Preferred Stock or the 

Convertible Notes.  Accordingly, these embedded features were bifurcated from the Series A Preferred Stock and Convertible Notes and separately 

accounted for on a combined basis at fair value as two single derivatives.  The Company allocated $43 million of the net Series A Preferred Stock 

proceeds to the Series A Preferred Stock derivative liability based on the aggregate fair value of the embedded conversion features on the date of 

issuance which reduced the original carrying value of the Series A Preferred Stock.  The Company allocated $14 million of the net Convertible Notes 

proceeds to the Convertible Notes derivative liability based on the aggregate fair value of the embedded features on the date of issuance which 

reduced the original carrying value of the Convertible Notes.  The derivatives are being accounted for at fair value with subsequent changes in the 

fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Series A Preferred Stock 

derivative as of December 31, 2019 was a liability of $1 million and is included in Other long-term liabilities in the accompanying Consolidated 

Statement of Financial Position.  The fair value of the Series A Preferred Stock derivative as December 31, 2018 was an asset of $4 million and is 

included within Other long-term assets in the accompanying Consolidated Statement of Financial Position.  The fair value of the Convertible Notes 

derivative as of December 31, 2019 was a liability of $51 million and is included within Other long-term liabilities in the accompanying Consolidated 

Statement of Financial Position. 

The fair value of the embedded conversion features and term extension option derivatives are calculated using unobservable inputs (Level 3 fair 

measurements).  The value of the Optional Conversion associated with both the Convertible Notes and Series A Preferred Stock is calculated using 

a binomial lattice model.  The value of the term extension option reflects the probability weighted average value of the Convertible Notes using the 

original maturity date and a hypothetical extended maturity date, with all other contractual terms unchanged. 

The following tables present the key inputs in the determination of fair value for the embedded conversion features and termination option 

derivatives: 

Convertible Notes: 

Total value of embedded derivative liability (in millions) 

Kodak's closing stock price 

Expected stock price volatility 

Risk free rate 

Yield on the convertible notes 

Valuation Date 

May 24, 

2019 

(Inception) 

   December 31,      

2019 

  $ 

51      $ 

4.65        

104.61 %     

1.58 %     

11.52 %     

14   

2.31   

92.48 % 

2.13 % 

11.98 % 

28 

29 

 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
      
     
  
  
  
  
  
  
  
  
    
    
    
    
 
 
At the time revenue is recognized, Kodak also records reductions to revenue for customer incentive programs.  Such incentive programs include 

cash and volume discounts and promotional allowances.  For those incentives that require the estimation of sales volumes or redemption rates, such 

as for volume rebates, Kodak uses historical experience and both internal and customer data to estimate the sales incentive at the time revenue is 

recognized.  In the event that the actual results of these items differ from the estimates, adjustments to the sales incentive accruals are recorded.  

Future market conditions and product transitions may require Kodak to take actions to increase customer incentive offers, possibly resulting in an 

incremental reduction of revenue at the time the incentive is offered. 

Valuation and Useful Lives of Long-Lived Assets, Including Goodwill and Intangible Assets 

Kodak performs a test for goodwill impairment annually and whenever events or changes in circumstances occur that would more likely than not 

reduce the fair value of the reporting unit below its carrying amount. 

Goodwill is tested for impairment at a level of reporting referred to as a reporting unit, which is an operating segment or one level below an operating 

segment (a component) if the component constitutes a business for which discrete financial information is available and regularly reviewed by 

segment management. 

The Print Systems segment has two goodwill reporting units: Prepress Solutions and Electrophotographic Printing Solutions.  The Brand, Film and 

Imaging segment has three goodwill reporting units, Motion Picture and Industrial Chemicals and Films; Consumer Products; and Kodak Technology 

Solutions and Kodak Services for Business.  The Enterprise Inkjet Systems segment, Kodak Software segment, Advanced Materials and 3D Printing 

Technology segment and Eastman Business Park segment all have one goodwill reporting unit.  As of December 31, 2019, goodwill is recorded in 

the Kodak Software and Consumer Products reporting units.   

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions.  Kodak estimates the fair value of its 

reporting units using the guideline public company method and discounted cash flow method.  To estimate fair value utilizing the guideline public 

company method, Kodak applies valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same 

operating data of the reporting units.   The valuation multiples are based on earnings before interest, taxes, depreciation and amortization 

(“EBITDA”).  To estimate fair value utilizing the discounted cash flow method, Kodak establishes an estimate of future cash flows for each reporting 

unit and discounts those estimated future cash flows to present value.  

Kodak performed a quantitative test of impairment for all reporting units for its annual goodwill impairment test as of December 31, 2019.  Kodak 

utilized the discounted cash flow method and guideline public company method to estimate the fair value of reporting units with goodwill.  For these 

reporting units, Kodak selected equal weighting of the guideline public company method and the discounted cash flow method as the valuation 

approaches produced comparable ranges of fair value.  Fair values for the other reporting units were estimated using the discounted cash flow 

method only. 

To estimate fair value utilizing the discounted cash flow method, Kodak established an estimate of future cash flows for the period ranging from 

January 1, 2020 to December 31, 2024 and discounted the estimated future cash flows to present value. The expected cash flows were derived from 

earnings forecasts and assumptions regarding growth and margin projections, as applicable. The discount rates are estimated based on an after-tax 

weighted average cost of capital (“WACC”) for each reporting unit reflecting the rate of return that would be expected by a market participant.  The 

WACC also takes into consideration a company specific risk premium for each reporting unit reflecting the risk associated with the overall uncertainty 

of the financial projections.  Discount rates of 13% to 55% were utilized in the valuation based on Kodak’s best estimates of the after-tax weighted-

average cost of capital of each reporting unit. 

A terminal value was included for all reporting units, except Kodak Technology Solutions and Kodak Services for Business, at the end of the cash 

flow projection period to reflect the remaining value that the reporting unit is expected to generate.  The terminal value was calculated using either 

the constant growth method (“CGM”) based on the cash flows of the final year of the discrete period or the H-model, which assumes the growth 

during the terminal period starts at a higher rate and declines in a linear manner over a specified transition period toward a stable growth rate. 

Based upon the results of Kodak’s December 31, 2019 analysis, Kodak concluded that the fair value of the reporting units substantially exceeded 

their carrying values, therefore no impairment of goodwill was indicated.  Impairment of goodwill could occur in the future if a reporting unit’s fair 

value changes significantly, if Kodak’s market capitalization significantly declines, if a reporting unit’s carrying value changes materially compared 

with changes in its fair values, or as a result of changes in operating segments or reporting units. 

The carrying value of the indefinite-lived intangible asset related to the Kodak trade name is evaluated for potential impairment annually or whenever 

events or changes in circumstances indicate that it is more likely than not that the asset is impaired.    

Kodak performed its annual test of impairment for the Kodak trade name as of December 31, 2019.  The fair value of the Kodak trade name was 

valued using the income approach, specifically the relief from royalty method based on the following significant assumptions: (a) forecasted revenues 

ranging from January 1, 2020 to December 31, 2024, including a terminal year with growth rates ranging from -3% to 2.5%; (b) an after-tax royalty 

rate of 0.4% of expected net sales determined with regard to comparable market transactions and profitability analysis; and (c) discount rates 

ranging from 17% to 30%, which were based on the after-tax weighted-average cost of capital. 

Based on the results of Kodak’s December 31, 2019 assessment, the carrying value of the Kodak trade name exceeded its fair value and Kodak 
recorded a pre-tax impairment charge of $4 million.  Impairment of the Kodak trade name could occur in the future if expected revenues decline or if 
there are significant changes in the discount rates or royalty rates.  A one percent increase in the discount rate and a 10 percent miss in expected 
revenues would impact the fair value of the Kodak trade name by $3 million. 

Long-lived assets other than goodwill and indefinite-lived intangible assets are evaluated for impairment whenever events or changes in 
circumstances indicate the carrying value may not be recoverable.  When evaluating long-lived assets for impairment, the carrying value of an asset 
group is compared to its estimated undiscounted future cash flows.  An impairment is indicated if the estimated future cash flows are less than the 
carrying value of the asset group.  The impairment is the excess of the carrying value over the fair value of the long-lived asset group.  Kodak 
recorded a $2 million pre-tax impairment charge related to one building no longer in use. 

The value of property, plant, and equipment is depreciated over its expected useful life in such a way as to allocate it as equitably as possible to the 
periods during which services are obtained from their use, which aims to distribute the value over the remaining estimated useful life of the unit in a 
systematic and rational manner.  An estimate of useful life not only considers the economic life of the asset, but also the remaining life of the asset to 
the entity.  Impairment of long-lived assets other than goodwill and indefinite lived intangible assets could occur in the future if expected future cash 
flows decline or if there are significant changes in the estimated useful life of the assets. 

Series A Preferred Stock and Convertible Notes Embedded Conversion Features and Term Extension Derivatives 

On November 15, 2016, the Company issued 2,000,000 shares of Series A Preferred Stock no par value per share.  On May 24, 2019, the Company 
issued $100 million aggregate principal amount of Convertible Notes.  The Company concluded that the Series A Preferred Stock and Convertible 
Notes are considered more akin to debt-type instruments and that the economic characteristics and risks of the embedded conversion features and 
term extension at the Company’s option (in the case of the Convertible Notes), except where the conversion price is increased to the liquidation 
preference in the case of the Series A Preferred Stock, were not considered clearly and closely related to the Series A Preferred Stock or the 
Convertible Notes.  Accordingly, these embedded features were bifurcated from the Series A Preferred Stock and Convertible Notes and separately 
accounted for on a combined basis at fair value as two single derivatives.  The Company allocated $43 million of the net Series A Preferred Stock 
proceeds to the Series A Preferred Stock derivative liability based on the aggregate fair value of the embedded conversion features on the date of 
issuance which reduced the original carrying value of the Series A Preferred Stock.  The Company allocated $14 million of the net Convertible Notes 
proceeds to the Convertible Notes derivative liability based on the aggregate fair value of the embedded features on the date of issuance which 
reduced the original carrying value of the Convertible Notes.  The derivatives are being accounted for at fair value with subsequent changes in the 
fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Series A Preferred Stock 
derivative as of December 31, 2019 was a liability of $1 million and is included in Other long-term liabilities in the accompanying Consolidated 
Statement of Financial Position.  The fair value of the Series A Preferred Stock derivative as December 31, 2018 was an asset of $4 million and is 
included within Other long-term assets in the accompanying Consolidated Statement of Financial Position.  The fair value of the Convertible Notes 
derivative as of December 31, 2019 was a liability of $51 million and is included within Other long-term liabilities in the accompanying Consolidated 
Statement of Financial Position. 

The fair value of the embedded conversion features and term extension option derivatives are calculated using unobservable inputs (Level 3 fair 
measurements).  The value of the Optional Conversion associated with both the Convertible Notes and Series A Preferred Stock is calculated using 
a binomial lattice model.  The value of the term extension option reflects the probability weighted average value of the Convertible Notes using the 
original maturity date and a hypothetical extended maturity date, with all other contractual terms unchanged. 

The following tables present the key inputs in the determination of fair value for the embedded conversion features and termination option 
derivatives: 

Convertible Notes: 

Total value of embedded derivative liability (in millions) 
Kodak's closing stock price 
Expected stock price volatility 
Risk free rate 
Yield on the convertible notes 

Valuation Date 

   December 31,      
2019 

May 24, 
2019 
(Inception) 

  $ 

51      $ 
4.65        
104.61 %     
1.58 %     
11.52 %     

14   
2.31   
92.48 % 
2.13 % 
11.98 % 

28 

29 

 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
      
     
  
  
  
  
  
  
  
  
    
    
    
    
 
 
Series A Preferred Stock: 

Valuation Date 
December 31, 

2019 

2018 

Total value of embedded derivative liability (asset) (in millions) 
Kodak's closing stock price 
Expected stock price volatility 
Risk free rate 
Yield on the preferred stock 

  $ 

1      $ 
4.65        
104.61 %     
1.58 %     
16.27 %     

(4 ) 
2.55   
95.55 % 
2.46 % 
23.77 % 

The Fundamental Change and Reorganization Conversion values at issuance were calculated as the difference between the total value of the 
Convertible Notes or Series A Preferred Stock, as applicable, and the sum of the net present value of the cash flows if the Convertible Notes are 
repaid at their initial maturity date or Series A Preferred Stock is redeemed on its fifth anniversary and the values of the other embedded derivatives.  
The Fundamental Change and Reorganization Conversion values reduce the value of the embedded conversion features and term extension option 
derivative liability.  Other than events which alter the likelihood of a fundamental change or reorganization event, the value of the Fundamental 
Change and Reorganization Conversion reflects the value as of the issuance date, amortized for the passage of time. The Fundamental Change and 
Reorganization Conversion value for the Series A Preferred Stock exceeded the value of the Optional Conversion and Mandatory Conversion values 
at December 31, 2018 resulting in the derivative being reported as an asset. 

Taxes 

Kodak recognizes deferred tax liabilities and assets for the expected future tax consequences of operating losses, credit carry-forwards and 
temporary differences between the carrying amounts and tax basis of Kodak’s assets and liabilities.  Kodak records a valuation allowance to reduce 
its net deferred tax assets to the amount that is more likely than not to be realized.  Kodak has considered forecasted earnings, future taxable 
income, the geographical mix of earnings in the jurisdictions in which Kodak operates and prudent and feasible tax planning strategies in determining 
the need for these valuation allowances.  As of December 31, 2019, Kodak has net deferred tax assets before valuation allowances of approximately 
$955 million and a valuation allowance related to those net deferred tax assets of approximately $821 million, resulting in net deferred tax assets of 
approximately $134 million.  The net deferred tax assets can be used to offset taxable income in future periods and reduce Kodak’s income tax 
payable in those future periods.  At this time, it is considered more likely than not that taxable income in the future will be sufficient to allow 
realization of these net deferred tax assets.  However, if Kodak is unable to generate sufficient taxable income, then a valuation allowance to reduce 
net deferred tax assets may be required, which could materially increase expenses in the period the valuation allowance is recognized.  Conversely, 
if Kodak were to make a determination that it is more likely than not that deferred tax assets, for which there is currently a valuation allowance, would 
be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded.  Kodak considers both positive and 
negative evidence in determining whether a valuation allowance is needed by territory, including, but not limited to, whether particular entities are in 
three-year cumulative income positions. During 2019 and 2018, Kodak determined that it was more likely than not that a portion of the deferred tax 
assets outside the U.S. would not be realized due to reduced sales volumes and profits in locations outside the U.S. and accordingly recorded a 
provision of $19 million and $15 million, respectively, associated with the establishment of a valuation allowance on those deferred tax assets.  
Additionally, during 2018, Kodak determined that it was more likely than not that a portion of the deferred tax assets outside the U.S. would be 
realized as a result of increased profits in a location outside the U.S. and accordingly recorded a benefit of $4 million associated with the release of a 
valuation allowance on those deferred tax assets.   

Kodak may be able to make the determination that the realization of deferred tax assets in certain foreign jurisdictions is more likely than not in the 
future.  Kodak will continue to evaluate whether valuation allowances are needed, at a jurisdictional level, in future reporting periods. It is possible 
that sufficient positive evidence, including sustained profitability, may become available in future periods with respect to one or more jurisdictions to 
reach a conclusion that all or part of the valuation allowance with respect to such jurisdictions could be reversed.   

Utilization of net operating losses (“NOL”) and tax credits may be subject to limitations in the event of significant changes in stock ownership of the 
Company in the future. Section 382 of the Internal Revenue Code of 1986, as amended, imposes annual limitations on the utilization of NOL 
carryforwards, other tax carryforwards, and certain built-in losses as defined under that Section, upon an ownership change. In general terms, an 
ownership change may result from transactions that increase the aggregate ownership of five percent stockholders in Kodak’s stock by more than 50 
percentage points over a three-year testing period.  The Company has a relatively high concentration of stockholders that hold five percent or more 
of the outstanding stock.  Future transactions, when combined with reported transactions within the testing period, could aggregate an ownership 
change during the testing period in excess of 50 percentage points.  A Section 382 ownership change would significantly impair Kodak’s ability to 
utilize NOLs and tax credits in the U.S.  As of December 31, 2019, Kodak had available U.S. NOL carry-forwards for income tax purposes of 
approximately $753 million and unused foreign tax credits of $355 million.  Any impairment of these tax attributes would be fully offset by a 
corresponding decrease in Kodak’s U.S. valuation allowance, which would result in no net tax provision. 

Kodak has deferred tax liabilities of $19 million and $22 million for potential taxes on undistributed earnings, including foreign withholding taxes, as of 
December 31, 2019 and 2018, respectively. 

In general, the amount of tax expense or benefit from continuing operations is determined without regard to the tax effects of other categories of 

income or loss, such as Other comprehensive (loss) income.  However, an exception to this rule applies when there is a loss from continuing 

operations and income from items outside of continuing operations that must be considered.  This exception requires that income from discontinued 

operations, extraordinary items, and items charged or credited directly to other comprehensive income be considered in determining the amount of 

tax benefit that results from a loss in continuing operations.  This exception affects the allocation of the tax provision amongst categories of income. 

Kodak operates within multiple taxing jurisdictions worldwide and is subject to audit in these jurisdictions.  These audits can involve complex issues, 

which may require an extended period of time for resolution.  Management’s ongoing assessments of the outcomes of these issues and related tax 

positions require judgment, and although management believes that adequate provisions have been made for such issues, there is the possibility 

that the ultimate resolution of such issues could have an adverse effect on the earnings of Kodak.  Conversely, if these issues are resolved favorably 

in the future, the related provisions would be reduced, thus having a positive impact on earnings. 

Pension and Other Postretirement Benefits 

Kodak’s defined benefit pension and other postretirement benefit costs and obligations are estimated using several key assumptions.  These 

assumptions, which are reviewed at least annually by Kodak, include the discount rate, long-term expected rate of return on plan assets (“EROA”), 

salary growth, healthcare cost trend rate, mortality trends and other economic and demographic factors.  Actual results that differ from Kodak’s 

assumptions are recorded as unrecognized gains and losses and are amortized to earnings over the estimated future service period of the active 

participants in the plan or, if the plan is almost entirely inactive, the average remaining lifetime expectancy of inactive participants, to the extent such 

total net unrecognized gains and losses exceed 10% of the greater of the plan's projected benefit obligation or the calculated value of plan 

assets.  Significant differences in actual experience or significant changes in future assumptions would affect Kodak’s pension and other 

postretirement benefit costs and obligations. 

Asset and liability modeling studies are utilized by Kodak to adjust asset exposures and review a liability hedging program through the use of 

forward-looking correlation, risk and return estimates.  Those forward-looking estimates of correlation, risk and return generated from the modeling 

studies are also used to estimate the EROA.  The EROA is estimated utilizing a forward-looking building block model factoring in the expected risk of 

each asset category, return and correlation over a five to seven-year horizon, and weighting the exposures by the current asset allocation.  Historical 

inputs are utilized in the forecasting model to frame the current market environment with adjustments made based on the forward-looking view.  

Kodak aggregates investments into major asset categories based on the underlying benchmark of the strategy.  Kodak’s asset categories include 

broadly diversified exposure to U.S. and non-U.S. equities, U.S. and non-U.S. government and corporate bonds, inflation-linked bonds, commodities 

and absolute return strategies.  Each allocation to these major asset categories is determined within the overall asset allocation to accomplish 

unique objectives, including enhancing portfolio return, providing portfolio diversification, or hedging plan liabilities. 

The EROA, once set, is applied to the calculated value of plan assets in the determination of the expected return component of Kodak’s pension 

expense.  Kodak uses a calculated value of plan assets, which recognizes gains and losses in the fair value of assets over a four-year period, to 

calculate expected return on assets.   At December 31, 2019, the calculated value of the assets of Kodak’s major U.S. and non-U.S. defined benefit 

pension plans was approximately $4.1 billion and the fair value of the assets of Kodak’s major U.S. and non-U.S. defined benefit pension plans was 

approximately $4.3 billion.  Asset gains and losses that are not yet reflected in the calculated value of plan assets are not included in amortization of 

unrecognized gains and losses. 

Kodak reviews its EROA assumption annually.  To facilitate this review, every three years, or when market conditions change materially, Kodak’s 

larger plans will undertake asset allocation or asset and liability modeling studies.  The weighted average EROA used to determine the 2019 net 

pension expense for major U.S. and non-U.S. defined benefit pension plans was 6.50% and 3.46%, respectively. 

Generally, Kodak bases the discount rate assumption for its significant plans on high quality corporate bond yields in the respective countries as of 

the measurement date.  Specifically, for its U.S., Canadian, Euro-zone and UK plans, Kodak determines a discount rate using a cash flow model to 

incorporate the expected timing of benefit payments and an AA-rated corporate bond yield curve.  For Kodak's U.S. plans, the Citigroup Above 

Median Pension Discount Curve is used.  For Kodak’s other non-U.S. plans, discount rates are determined by comparison to published local high-

quality bond yields or indices considering estimated plan duration and removing any outlying bonds, as warranted. 

Kodak uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to 

determine the benefit obligations to relevant projected cash outflows. 

The salary growth assumptions are determined based on Kodak’s long-term actual experience and future and near-term outlook.  The healthcare 

cost trend rate assumptions are based on historical cost and payment data, the near-term outlook and an assessment of the likely long-term trends. 

30 

31 

 
  
  
  
  
  
  
  
  
  
  
  
    
    
    
    
 
 
 
 
      
 
 
 
 
Series A Preferred Stock: 

Total value of embedded derivative liability (asset) (in millions) 

  $ 

1      $ 

Kodak's closing stock price 

Expected stock price volatility 

Risk free rate 

Yield on the preferred stock 

Valuation Date 

December 31, 

2019 

2018 

4.65        

104.61 %     

1.58 %     

16.27 %     

(4 ) 

2.55   

95.55 % 

2.46 % 

23.77 % 

The Fundamental Change and Reorganization Conversion values at issuance were calculated as the difference between the total value of the 

Convertible Notes or Series A Preferred Stock, as applicable, and the sum of the net present value of the cash flows if the Convertible Notes are 

repaid at their initial maturity date or Series A Preferred Stock is redeemed on its fifth anniversary and the values of the other embedded derivatives.  

The Fundamental Change and Reorganization Conversion values reduce the value of the embedded conversion features and term extension option 

derivative liability.  Other than events which alter the likelihood of a fundamental change or reorganization event, the value of the Fundamental 

Change and Reorganization Conversion reflects the value as of the issuance date, amortized for the passage of time. The Fundamental Change and 

Reorganization Conversion value for the Series A Preferred Stock exceeded the value of the Optional Conversion and Mandatory Conversion values 

at December 31, 2018 resulting in the derivative being reported as an asset. 

Taxes 

Kodak recognizes deferred tax liabilities and assets for the expected future tax consequences of operating losses, credit carry-forwards and 

temporary differences between the carrying amounts and tax basis of Kodak’s assets and liabilities.  Kodak records a valuation allowance to reduce 

its net deferred tax assets to the amount that is more likely than not to be realized.  Kodak has considered forecasted earnings, future taxable 

income, the geographical mix of earnings in the jurisdictions in which Kodak operates and prudent and feasible tax planning strategies in determining 

the need for these valuation allowances.  As of December 31, 2019, Kodak has net deferred tax assets before valuation allowances of approximately 

$955 million and a valuation allowance related to those net deferred tax assets of approximately $821 million, resulting in net deferred tax assets of 

approximately $134 million.  The net deferred tax assets can be used to offset taxable income in future periods and reduce Kodak’s income tax 

payable in those future periods.  At this time, it is considered more likely than not that taxable income in the future will be sufficient to allow 

realization of these net deferred tax assets.  However, if Kodak is unable to generate sufficient taxable income, then a valuation allowance to reduce 

net deferred tax assets may be required, which could materially increase expenses in the period the valuation allowance is recognized.  Conversely, 

if Kodak were to make a determination that it is more likely than not that deferred tax assets, for which there is currently a valuation allowance, would 

be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded.  Kodak considers both positive and 

negative evidence in determining whether a valuation allowance is needed by territory, including, but not limited to, whether particular entities are in 

three-year cumulative income positions. During 2019 and 2018, Kodak determined that it was more likely than not that a portion of the deferred tax 

assets outside the U.S. would not be realized due to reduced sales volumes and profits in locations outside the U.S. and accordingly recorded a 

provision of $19 million and $15 million, respectively, associated with the establishment of a valuation allowance on those deferred tax assets.  

Additionally, during 2018, Kodak determined that it was more likely than not that a portion of the deferred tax assets outside the U.S. would be 

realized as a result of increased profits in a location outside the U.S. and accordingly recorded a benefit of $4 million associated with the release of a 

valuation allowance on those deferred tax assets.   

Kodak may be able to make the determination that the realization of deferred tax assets in certain foreign jurisdictions is more likely than not in the 

future.  Kodak will continue to evaluate whether valuation allowances are needed, at a jurisdictional level, in future reporting periods. It is possible 

that sufficient positive evidence, including sustained profitability, may become available in future periods with respect to one or more jurisdictions to 

reach a conclusion that all or part of the valuation allowance with respect to such jurisdictions could be reversed.   

Utilization of net operating losses (“NOL”) and tax credits may be subject to limitations in the event of significant changes in stock ownership of the 

Company in the future. Section 382 of the Internal Revenue Code of 1986, as amended, imposes annual limitations on the utilization of NOL 

carryforwards, other tax carryforwards, and certain built-in losses as defined under that Section, upon an ownership change. In general terms, an 

ownership change may result from transactions that increase the aggregate ownership of five percent stockholders in Kodak’s stock by more than 50 

percentage points over a three-year testing period.  The Company has a relatively high concentration of stockholders that hold five percent or more 

of the outstanding stock.  Future transactions, when combined with reported transactions within the testing period, could aggregate an ownership 

change during the testing period in excess of 50 percentage points.  A Section 382 ownership change would significantly impair Kodak’s ability to 

utilize NOLs and tax credits in the U.S.  As of December 31, 2019, Kodak had available U.S. NOL carry-forwards for income tax purposes of 

approximately $753 million and unused foreign tax credits of $355 million.  Any impairment of these tax attributes would be fully offset by a 

corresponding decrease in Kodak’s U.S. valuation allowance, which would result in no net tax provision. 

Kodak has deferred tax liabilities of $19 million and $22 million for potential taxes on undistributed earnings, including foreign withholding taxes, as of 

December 31, 2019 and 2018, respectively. 

In general, the amount of tax expense or benefit from continuing operations is determined without regard to the tax effects of other categories of 
income or loss, such as Other comprehensive (loss) income.  However, an exception to this rule applies when there is a loss from continuing 
operations and income from items outside of continuing operations that must be considered.  This exception requires that income from discontinued 
operations, extraordinary items, and items charged or credited directly to other comprehensive income be considered in determining the amount of 
tax benefit that results from a loss in continuing operations.  This exception affects the allocation of the tax provision amongst categories of income. 

Kodak operates within multiple taxing jurisdictions worldwide and is subject to audit in these jurisdictions.  These audits can involve complex issues, 
which may require an extended period of time for resolution.  Management’s ongoing assessments of the outcomes of these issues and related tax 
positions require judgment, and although management believes that adequate provisions have been made for such issues, there is the possibility 
that the ultimate resolution of such issues could have an adverse effect on the earnings of Kodak.  Conversely, if these issues are resolved favorably 
in the future, the related provisions would be reduced, thus having a positive impact on earnings. 

Pension and Other Postretirement Benefits 

Kodak’s defined benefit pension and other postretirement benefit costs and obligations are estimated using several key assumptions.  These 
assumptions, which are reviewed at least annually by Kodak, include the discount rate, long-term expected rate of return on plan assets (“EROA”), 
salary growth, healthcare cost trend rate, mortality trends and other economic and demographic factors.  Actual results that differ from Kodak’s 
assumptions are recorded as unrecognized gains and losses and are amortized to earnings over the estimated future service period of the active 
participants in the plan or, if the plan is almost entirely inactive, the average remaining lifetime expectancy of inactive participants, to the extent such 
total net unrecognized gains and losses exceed 10% of the greater of the plan's projected benefit obligation or the calculated value of plan 
assets.  Significant differences in actual experience or significant changes in future assumptions would affect Kodak’s pension and other 
postretirement benefit costs and obligations. 

Asset and liability modeling studies are utilized by Kodak to adjust asset exposures and review a liability hedging program through the use of 
forward-looking correlation, risk and return estimates.  Those forward-looking estimates of correlation, risk and return generated from the modeling 
studies are also used to estimate the EROA.  The EROA is estimated utilizing a forward-looking building block model factoring in the expected risk of 
each asset category, return and correlation over a five to seven-year horizon, and weighting the exposures by the current asset allocation.  Historical 
inputs are utilized in the forecasting model to frame the current market environment with adjustments made based on the forward-looking view.  
Kodak aggregates investments into major asset categories based on the underlying benchmark of the strategy.  Kodak’s asset categories include 
broadly diversified exposure to U.S. and non-U.S. equities, U.S. and non-U.S. government and corporate bonds, inflation-linked bonds, commodities 
and absolute return strategies.  Each allocation to these major asset categories is determined within the overall asset allocation to accomplish 
unique objectives, including enhancing portfolio return, providing portfolio diversification, or hedging plan liabilities. 

The EROA, once set, is applied to the calculated value of plan assets in the determination of the expected return component of Kodak’s pension 
expense.  Kodak uses a calculated value of plan assets, which recognizes gains and losses in the fair value of assets over a four-year period, to 
calculate expected return on assets.   At December 31, 2019, the calculated value of the assets of Kodak’s major U.S. and non-U.S. defined benefit 
pension plans was approximately $4.1 billion and the fair value of the assets of Kodak’s major U.S. and non-U.S. defined benefit pension plans was 
approximately $4.3 billion.  Asset gains and losses that are not yet reflected in the calculated value of plan assets are not included in amortization of 
unrecognized gains and losses. 

Kodak reviews its EROA assumption annually.  To facilitate this review, every three years, or when market conditions change materially, Kodak’s 
larger plans will undertake asset allocation or asset and liability modeling studies.  The weighted average EROA used to determine the 2019 net 
pension expense for major U.S. and non-U.S. defined benefit pension plans was 6.50% and 3.46%, respectively. 

Generally, Kodak bases the discount rate assumption for its significant plans on high quality corporate bond yields in the respective countries as of 
the measurement date.  Specifically, for its U.S., Canadian, Euro-zone and UK plans, Kodak determines a discount rate using a cash flow model to 
incorporate the expected timing of benefit payments and an AA-rated corporate bond yield curve.  For Kodak's U.S. plans, the Citigroup Above 
Median Pension Discount Curve is used.  For Kodak’s other non-U.S. plans, discount rates are determined by comparison to published local high-
quality bond yields or indices considering estimated plan duration and removing any outlying bonds, as warranted. 

Kodak uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to 
determine the benefit obligations to relevant projected cash outflows. 

The salary growth assumptions are determined based on Kodak’s long-term actual experience and future and near-term outlook.  The healthcare 
cost trend rate assumptions are based on historical cost and payment data, the near-term outlook and an assessment of the likely long-term trends. 

30 

31 

 
  
  
  
  
  
  
  
  
  
  
  
    
    
    
    
 
 
 
 
      
 
 
 
 
The following table illustrates the sensitivity to a change to certain key assumptions used in the calculation of expense for the year ending December 
31, 2020 and the projected benefit obligation (“PBO”) at December 31, 2019 for Kodak's major U.S. and non-U.S. defined benefit pension plans: 

 (in millions) 

Change in assumption: 

25 basis point decrease in discount rate 
25 basis point increase in discount rate 
25 basis point decrease in EROA 
25 basis point increase in EROA 

Impact on 2020 
Pre-Tax Pension Expense 
Increase (Decrease) 

U.S. 

Non-U.S. 

Impact on PBO 
December 31, 2019 
Increase (Decrease) 

U.S. 

Non-U.S. 

   $ 

4      $ 
(4 )      
8        
(8 )      

—      $ 
—        
2     
(2 )   

76      $ 
(73 )      
N/A     
N/A     

24   
(23 ) 
N/A   
N/A   

Total pension income from continuing operations before special termination benefits, curtailments and settlements for the major defined benefit 
pension plan in the U.S. was $89 million for 2019 and is expected to be approximately $90 million in 2020.  Pension income from continuing 
operations before special termination benefits, curtailments and settlements for the major non-U.S. defined benefit pension plans was $1 million for 
2019 and is projected to be less than $1 million in 2020. 

Inventories 

Inventories are stated at the lower of cost or market.  Carrying values of excess and obsolete inventories are reduced to net realizable value.  Judgment 
is required to assess the ultimate demand for and realizable value of inventory.  The analysis of inventory carrying values considers several factors 
including length of time inventory is on hand, historical sales, product shelf life, product life cycle, product category, and product obsolescence. 

Accounts Receivable Reserves 

Accounts receivable reserves are based on historical collections experience as well as reserves for specific receivables deemed to be at risk for 
collection.  The collectability of customer receivables is reviewed on an ongoing basis considering past due invoices and the current creditworthiness 
of each customer.  Judgment is required in assessing the ultimate realization of accounts receivables. 

New Accounting Pronouncements 

A description of new accounting pronouncements is contained in Note 1, “Summary of Significant Accounting Policies”. 

OVERVIEW 

Revenue declined $78 million (6%) from 2018 to 2019.  Currency impacted revenue unfavorably in 2019 compared to 2018 ($27 million). 

The film industry and segments within the print industry face competition from digital substitution.  Kodak’s strategy is to: 

•

•

•

•

Focus product investment in core competency areas of print and advanced materials, leveraging Kodak’s proprietary technologies to 
deliver technologically advanced products in the product goods packaging, graphic communications, and functional printing markets; 

Grow revenues through a focus on customers across Kodak’s print divisions, increasing overall share; 

Promote the use of film and expand the applications of Kodak’s film and chemicals to best utilize the existing infrastructure; and 

Advanced Materials and 3D Printing Technology 

Continue to streamline processes to drive cost reductions and improve operating leverage. 

A discussion of opportunities and challenges related to Kodak’s strategy follows: 

•

•

Kodak has eliminated current debt service requirements by paying down the First Lien Term Credit Agreement using proceeds from the 
sale of the Flexographic Packaging segment (“FPD”) and refinancing the remaining balance through the issuance of convertible debt 
which does not require any debt service until conversion or maturity on November 1, 2021.  However, Kodak has significant cash 
requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations.  
Kodak’s plans to return to positive cash flow include growing revenues profitably, reducing operating expenses, simplifying the 
organizational structure, generating cash from selling and leasing underutilized assets and focusing investment in core competency 
areas.  

Print Systems’ digital plate products include traditional digital plates and KODAK SONORA Process Free Plates. SONORA process 
free plates allow Kodak customers to skip the plate processing step prior to mounting plates on a printing press.  This improvement in 
the printing process saves time and costs for customers.   

32 

33 

Also, SONORA process free plates reduce the environmental impact of the printing process because they eliminate the use of 

chemicals (including solvents), water and power that is otherwise required to process a traditional plate.  While traditional digital plate 

offerings are experiencing pricing pressure, innovations in Kodak product lines which command premium prices, such as SONORA 

Process Free Plates, are expected to offset some of the long-term price erosion in the market and manufacturing efficiencies are 

expected to mitigate the impact on earnings from revenue declines.  Print Systems’ revenues accounted for 67% of Kodak’s total 

revenues in 2019.  Print Systems revenues declined $60 million in 2019.  Excluding licensing revenue ($13 million) from a strategic 

relationship established with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) in the People’s Republic of China (refer to Note 30, 

“Assets Held for Sale”), Print Systems revenue declined $73 million (8%) in 2019 including the unfavorable impact of currency ($21 

million).  Despite the revenue declines, segment earnings improved $13 million from 2018 to 2019 including the favorable impact of 

currency ($3 million), reflecting the HuaGuang license revenue and cost reductions partially offset by volume and pricing declines. 

•

•

•

•

•

In Enterprise Inkjet Systems, the legacy Versamark business is expected to continue to decline as a percentage of the segment’s total 

revenue as the Prosper business continues to grow.  The Prosper Inkjet Systems business is expected to continue to build profitability.  

Investment in the next generation technology, Ultrastream, is focused on the ability to place Ultrastream writing systems in original 

equipment manufacturers and direct sale press products that widen its reach into applications for packaging and décor and expand the 

substrate range to include plastics.  Enterprise Inkjet Systems’ revenue declined $8 million in 2019.  Segment earnings declined $9 

million from 2018 to 2019 driven by equipment inventory write-downs due to more aggressive pricing in PROSPER systems intended to 

drive higher consumables volumes in the future. 

The Kodak Software segment’s revenue declined $9 million (14%) in 2019 primarily reflecting volume declines. 

Brand, Film and Imaging revenue was relatively flat, declining $1 million from 2018 to 2019.  The segment loss improved $9 million 

(41%) through cost improvements from 2018 to 2019.  Kodak plans to continue to promote the use of film to utilize as much film 

manufacturing capacity as possible.   

Film and related component manufacturing operations and Kodak Research Laboratories utilize capacity at Eastman Business Park 

(“EBP”), which helps cost absorption at EBP. 

Kodak plans to capitalize on its intellectual property through new business or licensing opportunities, focusing on opportunities in smart 

material applications and printed electronics markets and also pursuing limited opportunities in 3D printing materials. 

DETAILED RESULTS OF OPERATIONS 

Net Revenues from Continuing Operations by Reportable Segment 

(in millions) 

Print Systems 

Enterprise Inkjet Systems 

Kodak Software 

Brand, Film and Imaging 

Eastman Business Park 

Consolidated total 

Year Ended December 31, 

2019 

2018 

   $ 

836      $ 

128        

56        

209        

3        

10        

896   

136   

65   

210   

4   

9   

   $ 

1,242      $ 

1,320   

 
  
     
  
  
  
     
     
     
  
       
         
         
         
  
     
     
     
 
 
 
 
 
 
 
  
 
  
 
  
  
  
  
  
    
  
     
  
       
  
  
     
     
     
     
     
 
The following table illustrates the sensitivity to a change to certain key assumptions used in the calculation of expense for the year ending December 

31, 2020 and the projected benefit obligation (“PBO”) at December 31, 2019 for Kodak's major U.S. and non-U.S. defined benefit pension plans: 

 (in millions) 

Change in assumption: 

25 basis point decrease in discount rate 

25 basis point increase in discount rate 

25 basis point decrease in EROA 

25 basis point increase in EROA 

Impact on 2020 

Pre-Tax Pension Expense 

Increase (Decrease) 

U.S. 

Non-U.S. 

Impact on PBO 

December 31, 2019 

Increase (Decrease) 

U.S. 

Non-U.S. 

   $ 

4      $ 

(4 )      

8        

(8 )      

—      $ 

—        

2     

(2 )   

76      $ 

(73 )      

N/A     

N/A     

24   

(23 ) 

N/A   

N/A   

Total pension income from continuing operations before special termination benefits, curtailments and settlements for the major defined benefit 

pension plan in the U.S. was $89 million for 2019 and is expected to be approximately $90 million in 2020.  Pension income from continuing 

operations before special termination benefits, curtailments and settlements for the major non-U.S. defined benefit pension plans was $1 million for 

2019 and is projected to be less than $1 million in 2020. 

Inventories are stated at the lower of cost or market.  Carrying values of excess and obsolete inventories are reduced to net realizable value.  Judgment 

is required to assess the ultimate demand for and realizable value of inventory.  The analysis of inventory carrying values considers several factors 

including length of time inventory is on hand, historical sales, product shelf life, product life cycle, product category, and product obsolescence. 

Accounts receivable reserves are based on historical collections experience as well as reserves for specific receivables deemed to be at risk for 

collection.  The collectability of customer receivables is reviewed on an ongoing basis considering past due invoices and the current creditworthiness 

of each customer.  Judgment is required in assessing the ultimate realization of accounts receivables. 

Inventories 

Accounts Receivable Reserves 

New Accounting Pronouncements 

OVERVIEW 

A description of new accounting pronouncements is contained in Note 1, “Summary of Significant Accounting Policies”. 

Revenue declined $78 million (6%) from 2018 to 2019.  Currency impacted revenue unfavorably in 2019 compared to 2018 ($27 million). 

The film industry and segments within the print industry face competition from digital substitution.  Kodak’s strategy is to: 

•

•

•

•

Focus product investment in core competency areas of print and advanced materials, leveraging Kodak’s proprietary technologies to 

deliver technologically advanced products in the product goods packaging, graphic communications, and functional printing markets; 

Grow revenues through a focus on customers across Kodak’s print divisions, increasing overall share; 

Promote the use of film and expand the applications of Kodak’s film and chemicals to best utilize the existing infrastructure; and 

Continue to streamline processes to drive cost reductions and improve operating leverage. 

A discussion of opportunities and challenges related to Kodak’s strategy follows: 

•

Kodak has eliminated current debt service requirements by paying down the First Lien Term Credit Agreement using proceeds from the 

sale of the Flexographic Packaging segment (“FPD”) and refinancing the remaining balance through the issuance of convertible debt 

which does not require any debt service until conversion or maturity on November 1, 2021.  However, Kodak has significant cash 

requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations.  

Kodak’s plans to return to positive cash flow include growing revenues profitably, reducing operating expenses, simplifying the 

organizational structure, generating cash from selling and leasing underutilized assets and focusing investment in core competency 

areas.  

•

Print Systems’ digital plate products include traditional digital plates and KODAK SONORA Process Free Plates. SONORA process 

free plates allow Kodak customers to skip the plate processing step prior to mounting plates on a printing press.  This improvement in 

the printing process saves time and costs for customers.   

Also, SONORA process free plates reduce the environmental impact of the printing process because they eliminate the use of 
chemicals (including solvents), water and power that is otherwise required to process a traditional plate.  While traditional digital plate 
offerings are experiencing pricing pressure, innovations in Kodak product lines which command premium prices, such as SONORA 
Process Free Plates, are expected to offset some of the long-term price erosion in the market and manufacturing efficiencies are 
expected to mitigate the impact on earnings from revenue declines.  Print Systems’ revenues accounted for 67% of Kodak’s total 
revenues in 2019.  Print Systems revenues declined $60 million in 2019.  Excluding licensing revenue ($13 million) from a strategic 
relationship established with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) in the People’s Republic of China (refer to Note 30, 
“Assets Held for Sale”), Print Systems revenue declined $73 million (8%) in 2019 including the unfavorable impact of currency ($21 
million).  Despite the revenue declines, segment earnings improved $13 million from 2018 to 2019 including the favorable impact of 
currency ($3 million), reflecting the HuaGuang license revenue and cost reductions partially offset by volume and pricing declines. 

•

•

•

•

•

In Enterprise Inkjet Systems, the legacy Versamark business is expected to continue to decline as a percentage of the segment’s total 
revenue as the Prosper business continues to grow.  The Prosper Inkjet Systems business is expected to continue to build profitability.  
Investment in the next generation technology, Ultrastream, is focused on the ability to place Ultrastream writing systems in original 
equipment manufacturers and direct sale press products that widen its reach into applications for packaging and décor and expand the 
substrate range to include plastics.  Enterprise Inkjet Systems’ revenue declined $8 million in 2019.  Segment earnings declined $9 
million from 2018 to 2019 driven by equipment inventory write-downs due to more aggressive pricing in PROSPER systems intended to 
drive higher consumables volumes in the future. 

The Kodak Software segment’s revenue declined $9 million (14%) in 2019 primarily reflecting volume declines. 

Brand, Film and Imaging revenue was relatively flat, declining $1 million from 2018 to 2019.  The segment loss improved $9 million 
(41%) through cost improvements from 2018 to 2019.  Kodak plans to continue to promote the use of film to utilize as much film 
manufacturing capacity as possible.   

Film and related component manufacturing operations and Kodak Research Laboratories utilize capacity at Eastman Business Park 
(“EBP”), which helps cost absorption at EBP. 

Kodak plans to capitalize on its intellectual property through new business or licensing opportunities, focusing on opportunities in smart 
material applications and printed electronics markets and also pursuing limited opportunities in 3D printing materials. 

DETAILED RESULTS OF OPERATIONS 

Net Revenues from Continuing Operations by Reportable Segment 

(in millions) 
Print Systems 
Enterprise Inkjet Systems 
Kodak Software 
Brand, Film and Imaging 
Advanced Materials and 3D Printing Technology 
Eastman Business Park 
Consolidated total 

Year Ended December 31, 
2018 
2019 

   $ 

   $ 

836      $ 
128        
56        
209        
3        
10        
1,242      $ 

896   
136   
65   
210   
4   
9   
1,320   

32 

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Segment Operational EBITDA and Consolidated Loss from Continuing Operations Before Income Taxes 

(in millions) 
Print Systems 
Enterprise Inkjet Systems 
Kodak Software 
Brand, Film and Imaging 
Advanced Materials and 3D Printing Technology 
Eastman Business Park 
Depreciation and amortization 
Restructuring costs and other 
Stock-based compensation 
Consulting and other costs (1) 
Idle costs (2) 
Former CEO separation agreement compensation 
Other operating expense, net, excluding income 
   from transition services agreement (3)
Interest expense (4) 
Pension income excluding service cost component (4) 
Other charges, net (4) 
Consolidated loss from continuing operations 
   before income taxes

Year Ended December 31, 

2019 

2018 

RESULTS OF OPERATIONS 

   $ 

41      $ 
(5 )      
2        
(13 )      
(12 )      
(1 )      
(55 )      
(16 )      
(7 )      
(7 )      
(5 )      
(2 )      

(22 )      
(16 )      
104        
(46 )      

   $ 

(60 )    $ 

28   
4   
7   
(22 ) 
(12 ) 
(4 ) 
(70 ) 
(17 ) 
(6 ) 
(14 ) 
(3 ) 
—   

(9 ) 
(9 ) 
131   
(17 ) 

(13 ) 

(1)  Consulting and other costs are professional services and internal costs associated with certain corporate strategic initiatives, including the 

divestiture of FPD and debt refinancing. 

(2) Consists of third-party costs such as security, maintenance, and utilities required to maintain land and buildings in certain locations not used in 

any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties. 

(3)

$6 million of income from the transition services agreement with the purchaser of FPD (“Purchaser”) was recognized in the year ended 
December 31, 2019.  The income was reported in Other operating expense, net in the Consolidated Statement of Operations. Other operating 
expense, net is typically excluded from the segment measure. However, the income from the transition services agreement was included in the 
segment measure. 

(4)

As reported in the Consolidated Statement of Operations. 

Kodak increased workers’ compensation reserves by approximately $3 million in 2019, primarily due to changes in discount rates.  The increase in 
reserves impacted gross profit by approximately $2 million and SG&A by approximately $1 million.   Kodak reduced workers’ compensation reserves 
by approximately $5 million in 2018 due to changes in discount rates and reduction in estimated ultimate losses. The reduction in reserves impacted 
gross profit by approximately $3 million and SG&A by approximately $2 million. 

2020 Segments 

Change in Segments 
Effective in January 2020 Kodak changed its organizational structure.  Prepress Solutions, formerly part of the Print Systems segment, will operate 
as a separate segment named the Traditional Printing segment. Electrophotographic Printing Solutions, formerly part of the Print Systems segment, 
will be combined with the Enterprise Inkjet Systems segment and Kodak Software segment to form the Digital Print segment.  The Brand, Imaging 
and Film segment, except for the licensing of the Kodak brand to third parties, will be combined with the Advanced Materials and 3D Printing 
segment to form the Advanced Materials and Chemicals segment.  The licensing of the Kodak brand to third parties will operate as a separate 
segment named the Brand segment.  The Eastman Business Park segment will no longer be a reportable segment. 

Revenues 

Cost of revenues 

Gross profit 

Selling, general and administrative expenses 

Research and development costs 

Restructuring costs and other 

Other operating expense, net 

Loss from continuing operations before interest expense, pension 

income excluding service cost component, other charges, net and 

income taxes 

Interest expense 

Other charges, net 

Pension income excluding service cost component 

Loss from continuing operations before income taxes 

Provision (benefit) from income taxes 

Loss from continuing operations 

Earnings (loss) from discontinued operations, net of income taxes     

NET EARNINGS (LOSS) 

  $ 

Year Ended 

Year Ended 

December 31,      % of 

December 31,      % of 

  $ Change vs.   

2019 

     Sales 

2018 

     Sales 

2018 

  $ 

1,242         

1,060         

182       

211       

42       

16       

15       

(102 )     

16       

(104 )     

46       

(60 )     

31       

(91 )     

207       

116       

  $ 

15 %      

17 %      

3 %      

1 %      

1 %      

(8 %)     

1 %      

(8 %)     

4 %      

(5 %)     

2 %      

(7 %)     

17 %      

9 %    $ 

1,320         

1,140         

180       

224       

48       

17       

9       

(118 )     

9       

(131 )     

17       

(13 )     

(4 )     

(9 )     

(7 )     

(16 )     

14 %      

17 %      

4 %      

1 %      

1 %      

(9 %)     

1 %      

(10 %)     

1 %      

(1 %)     

(0 %)     

(1 %)     

(1 %)     

(1 %)     

(78 ) 

(80 ) 

2   

(13 ) 

(6 ) 

(1 ) 

6   

16   

7   

27   

29   

(47 ) 

35   

(82 ) 

214   

132   

For the year ended December 31, 2019, revenues decreased by approximately $78 million compared with the same period in 2018.  Volume and 

pricing declines partially offset by favorable product mix within Print Systems ($40 million and $12 million, respectively), volume declines in Kodak 

Software ($8 million) and Enterprise Inkjet Systems ($7 million) and unfavorable foreign currency ($27 million) drove the decline.  Intellectual 

property licensing revenue of $13 million related to the HuaGuang relationship positively impacted results.  See segment discussions for additional 

Revenues 

details. 

Gross Profit 

Gross profit for 2019 increased by approximately $2 million. The increase reflected intellectual property licensing revenue of $13 million related to the 

HuaGuang relationship and cost improvements across film manufacturing ($6 million), lower aluminum costs ($7 million), refunds of aluminum tariffs 

paid by Kodak in the last half of 2018 in Print Systems ($2 million) and lower depreciation and amortization expense ($15 million).  The 

improvements were offset by lower volume and unfavorable pricing and product mix in Print Systems ($19 million), volume declines in Kodak 

Software ($5 million) and Enterprise Inkjet Systems ($3 million), unfavorable manufacturing costs and equipment inventory write-downs in Enterprise 

Inkjet Systems ($6 million), declines in Consumer Inkjet Systems ($3 million) and unfavorable foreign currency ($2 million).  See segment 

Consolidated SG&A for 2019 decreased $13 million primarily due to lower investment in selling and marketing activities in Print Systems ($7 million) 

and lower consulting and project costs ($7 million) partially offset by $2 million of compensation included in the former CEO separation agreement. 

Consolidated R&D expenses decreased $6 million in 2019 primarily due primarily due to the reduced level of investment across the segments.   

These costs, as well as the restructuring costs reported in Cost of revenues, are discussed under the "RESTRUCTURING COSTS AND OTHER" 

discussions for additional details. 

Selling, General and Administrative Expenses 

Research and Development Costs 

Restructuring Costs and Other 

section in this MD&A. 

Other Operating Expense, Net 

For details, refer to Note 16, “Other Operating Expense, Net.” 

Other Charges, Net 

For details, refer to Note 17, “Other Charges, Net.” 

34 

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Advanced Materials and 3D Printing Technology 

(in millions) 

Print Systems 

Enterprise Inkjet Systems 

Kodak Software 

Brand, Film and Imaging 

Eastman Business Park 

Depreciation and amortization 

Restructuring costs and other 

Stock-based compensation 

Consulting and other costs (1) 

Idle costs (2) 

Former CEO separation agreement compensation 

Other operating expense, net, excluding income 

   from transition services agreement (3)

Interest expense (4) 

Other charges, net (4) 

Pension income excluding service cost component (4) 

Consolidated loss from continuing operations 

   before income taxes

41      $ 

(5 )      

2        

(13 )      

(12 )      

(1 )      

(55 )      

(16 )      

(7 )      

(7 )      

(5 )      

(2 )      

(22 )      

(16 )      

104        

(46 )      

28   

4   

7   

(22 ) 

(12 ) 

(4 ) 

(70 ) 

(17 ) 

(6 ) 

(14 ) 

(3 ) 

—   

(9 ) 

(9 ) 

131   

(17 ) 

(13 ) 

   $ 

(60 )    $ 

(1)  Consulting and other costs are professional services and internal costs associated with certain corporate strategic initiatives, including the 

divestiture of FPD and debt refinancing. 

(2) Consists of third-party costs such as security, maintenance, and utilities required to maintain land and buildings in certain locations not used in 

any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties. 

(3)

$6 million of income from the transition services agreement with the purchaser of FPD (“Purchaser”) was recognized in the year ended 

December 31, 2019.  The income was reported in Other operating expense, net in the Consolidated Statement of Operations. Other operating 

expense, net is typically excluded from the segment measure. However, the income from the transition services agreement was included in the 

segment measure. 

(4)

As reported in the Consolidated Statement of Operations. 

Kodak increased workers’ compensation reserves by approximately $3 million in 2019, primarily due to changes in discount rates.  The increase in 

reserves impacted gross profit by approximately $2 million and SG&A by approximately $1 million.   Kodak reduced workers’ compensation reserves 

by approximately $5 million in 2018 due to changes in discount rates and reduction in estimated ultimate losses. The reduction in reserves impacted 

gross profit by approximately $3 million and SG&A by approximately $2 million. 

2020 Segments 

Change in Segments 

Effective in January 2020 Kodak changed its organizational structure.  Prepress Solutions, formerly part of the Print Systems segment, will operate 

as a separate segment named the Traditional Printing segment. Electrophotographic Printing Solutions, formerly part of the Print Systems segment, 

will be combined with the Enterprise Inkjet Systems segment and Kodak Software segment to form the Digital Print segment.  The Brand, Imaging 

and Film segment, except for the licensing of the Kodak brand to third parties, will be combined with the Advanced Materials and 3D Printing 

segment to form the Advanced Materials and Chemicals segment.  The licensing of the Kodak brand to third parties will operate as a separate 

segment named the Brand segment.  The Eastman Business Park segment will no longer be a reportable segment. 

Segment Operational EBITDA and Consolidated Loss from Continuing Operations Before Income Taxes 

Year Ended December 31, 

2019 

2018 

   $ 

RESULTS OF OPERATIONS 

Year Ended 
December 31,      % of 
     Sales 

2019 

Year Ended 
December 31,      % of 
     Sales 

2018 

  $ Change vs.   
2018 

Revenues 
Cost of revenues 
Gross profit 

  $ 

Selling, general and administrative expenses 
Research and development costs 
Restructuring costs and other 
Other operating expense, net 
Loss from continuing operations before interest expense, pension 
income excluding service cost component, other charges, net and 
income taxes 
Interest expense 
Pension income excluding service cost component 
Other charges, net 
Loss from continuing operations before income taxes 
Provision (benefit) from income taxes 
Loss from continuing operations 
Earnings (loss) from discontinued operations, net of income taxes     
  $ 
NET EARNINGS (LOSS) 

1,242         
1,060         
182       
211       
42       
16       
15       

(102 )     
16       
(104 )     
46       
(60 )     
31       
(91 )     
207       
116       

  $ 

15 %      
17 %      
3 %      
1 %      
1 %      

(8 %)     
1 %      
(8 %)     
4 %      
(5 %)     
2 %      
(7 %)     
17 %      
9 %    $ 

1,320         
1,140         
180       
224       
48       
17       
9       

(118 )     
9       
(131 )     
17       
(13 )     
(4 )     
(9 )     
(7 )     
(16 )     

14 %      
17 %      
4 %      
1 %      
1 %      

(9 %)     
1 %      
(10 %)     
1 %      
(1 %)     
(0 %)     
(1 %)     
(1 %)     
(1 %)     

(78 ) 
(80 ) 
2   
(13 ) 
(6 ) 
(1 ) 
6   

16   
7   
27   
29   
(47 ) 
35   
(82 ) 
214   
132   

Revenues 
For the year ended December 31, 2019, revenues decreased by approximately $78 million compared with the same period in 2018.  Volume and 
pricing declines partially offset by favorable product mix within Print Systems ($40 million and $12 million, respectively), volume declines in Kodak 
Software ($8 million) and Enterprise Inkjet Systems ($7 million) and unfavorable foreign currency ($27 million) drove the decline.  Intellectual 
property licensing revenue of $13 million related to the HuaGuang relationship positively impacted results.  See segment discussions for additional 
details. 

Gross Profit 
Gross profit for 2019 increased by approximately $2 million. The increase reflected intellectual property licensing revenue of $13 million related to the 
HuaGuang relationship and cost improvements across film manufacturing ($6 million), lower aluminum costs ($7 million), refunds of aluminum tariffs 
paid by Kodak in the last half of 2018 in Print Systems ($2 million) and lower depreciation and amortization expense ($15 million).  The 
improvements were offset by lower volume and unfavorable pricing and product mix in Print Systems ($19 million), volume declines in Kodak 
Software ($5 million) and Enterprise Inkjet Systems ($3 million), unfavorable manufacturing costs and equipment inventory write-downs in Enterprise 
Inkjet Systems ($6 million), declines in Consumer Inkjet Systems ($3 million) and unfavorable foreign currency ($2 million).  See segment 
discussions for additional details. 

Selling, General and Administrative Expenses 
Consolidated SG&A for 2019 decreased $13 million primarily due to lower investment in selling and marketing activities in Print Systems ($7 million) 
and lower consulting and project costs ($7 million) partially offset by $2 million of compensation included in the former CEO separation agreement. 

Research and Development Costs 
Consolidated R&D expenses decreased $6 million in 2019 primarily due primarily due to the reduced level of investment across the segments.   

Restructuring Costs and Other 
These costs, as well as the restructuring costs reported in Cost of revenues, are discussed under the "RESTRUCTURING COSTS AND OTHER" 
section in this MD&A. 

Other Operating Expense, Net 
For details, refer to Note 16, “Other Operating Expense, Net.” 

Other Charges, Net 
For details, refer to Note 17, “Other Charges, Net.” 

34 

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Interest Expense  
Interest expense of $7 million and $27 million was allocated to discontinued operations for the years ended December 31, 2019 and 2018, 
respectively. 

Operational EBITDA 

Pension Income 
For details, refer to Note 20, “Retirement Plans.” 

Benefit from Income Taxes 
For details, refer to Note 18, “Income Taxes.” 

Discontinued Operations 
Discontinued operations of Kodak include the Flexographic Packaging segment.  Refer to Note 29, “Discontinued Operations” in the Notes to 
Financial Statements for additional information. 

PRINT SYSTEMS SEGMENT 

Revenues 

Operational EBITDA 
Operational EBITDA as a % of revenues 

Revenues 

2019 

Year Ended December 31, 
2018 

$ Change 

   $ 

836       $ 

896       $ 

41         
5 %      

28         
3 %        

(60 ) 

13   

The decrease in Print Systems revenues of approximately $60 million primarily reflected volume and pricing declines ($29 million and $12 million, 
respectively) in Prepress Solutions consumables, volume declines and unfavorable pricing in Electrophotographic Printing Solutions consumables 
and service ($6 million and $5 million, respectively), volume declines in Prepress Solutions equipment ($3 million), unfavorable product mix in 
Electrophotographic Printing Solutions equipment ($2 million) and unfavorable foreign currency ($21 million) partially offset by the intellectual 
property licensing revenue related to the HuaGuang relationship ($13 million) and favorable product mix in Prepress Solutions equipment ($7 
million). 

Operational EBITDA 

The increase in Print Systems Operational EBITDA of approximately $13 million reflects the intellectual property licensing revenue related to the 
HuaGuang relationship ($13 million), lower investment in sales and marketing activities ($7 million), lower manufacturing costs ($5 million) in 
Electrophotographic Printing Solutions, lower aluminum costs ($7 million), refunds of aluminum tariffs which were paid by Kodak in the last half of 
2018 ($2 million) and the favorable impact of currency ($3 million) partially offset by volume and pricing declines ($3 million and $12 million, 
respectively) in Prepress Solutions consumables, unfavorable manufacturing costs in Prepress Solutions driven largely by the lower volumes ($6 
million) and unfavorable pricing in Electrophotographic Printing Solutions consumables and service ($5 million).  

During 2018 U.S. tariffs imposed on aluminum purchases were included as part of the cost of printing plates sold.  In January 2019, Kodak received 
retroactive exemptions on U.S. tariffs for aluminum.  Due to the exemptions, all aluminum tariffs paid by Kodak in prior periods have been recognized 
as a cost reduction in the current period.    

level of investment in R&D activities ($2 million). 

KODAK SOFTWARE SEGMENT 

Revenues 

Revenues 

Operational EBITDA 

Operational EBITDA as a % of revenues 

($1 million). 

Operational EBITDA 

BRAND, FILM AND IMAGING SEGMENT 

Revenues 

Revenues 

Operational EBITDA 

Operational EBITDA as a % of revenues 

ENTERPRISE INKJET SYSTEMS SEGMENT 

Revenues 

Operational EBITDA 
Operational EBITDA as a % of revenues 

Revenues 

2019 

Year Ended December 31, 
2018 

$ Change 

   $ 

128       $ 

136       $ 

(5 )       
-4 %      

4         
3 %        

Operational EBITDA 

(8 ) 

(9 ) 

Brand, Film and Imaging Operational EBITDA improved approximately $9 million primarily reflecting cost improvements across film manufacturing 

($6 million), improved volume in Motion Picture ($1 million) and SG&A and R&D reductions ($2 million) partially offset by declines in Consumer Inkjet 

Systems ($3 million) driven by lower sales of ink to the existing installed base of printers. 

ADVANCED MATERIALS AND 3D PRINTING TECHNOLOGY SEGMENT 

The decrease in Enterprise Inkjet Systems revenues of approximately $8 million primarily reflected lower volume of VERSAMARK service and 
consumables ($8 million) due to declines in the installed base of VERSAMARK systems, lower volume of PROSPER components ($4 million), and 
the unfavorable impact of currency ($2 million) partially offset by higher volume of PROSPER service and consumables ($4 million), PROSPER 
systems ($1 million) and favorable pricing of VERSAMARK service and consumables ($1 million).   

Revenues 

Operational EBITDA 

Operational EBITDA as a % of revenues 

Year Ended December 31, 

2019 

2018 

$ Change 

   $ 

3       $ 

4       $ 

(12 )       

-400 %      

(12 )       

-300 %        

36 

37 

The decrease in Enterprise Inkjet Systems Operational EBITDA of $9 million was primarily driven by equipment inventory write-downs due to pricing 

declines in PROSPER systems ($4 million), lower volume of PROSPER components ($2 million), lower volume of VERSAMARK service and 

consumables ($2 million) due to declines in the installed base of VERSAMARK systems, unfavorable manufacturing costs ($2 million) and the 

unfavorable impact of currency ($1 million) partially offset by volume improvements in PROSPER service and consumables ($2 million) and a lower 

The decrease in Kodak Software revenues of approximately $9 million was due to lower volume ($8 million) and the unfavorable impact of currency 

The decrease in Kodak Software Operational EBITDA of $5 million was due to volume declines. 

Year Ended December 31, 

2019 

2018 

$ Change 

   $ 

56       $ 

65       $ 

2         

4 %      

7         

11 %        

Year Ended December 31, 

2019 

2018 

$ Change 

   $ 

209       $ 

210       $ 

(13 )       

-6 %      

(22 )       

-10 %        

The decrease in Brand, Film and Imaging revenues of approximately $1 million reflected volume declines in Consumer Inkjet Systems ($6 million) 

driven by lower sales of ink to the existing installed base of printers and unfavorable foreign currency ($3 million) partially offset by favorable volume 

in Motion Picture ($6 million).  Motion Picture revenues may fluctuate due to the timing and mix of products required for major studio productions. 

The unfavorable impact from exiting a significant industrial film component supply agreement ($12 million) was offset by volume improvements in 

professional and consumer still photographic film ($10 million).  One Industrial Film and Chemicals customer of professional and consumer still 

photographic film and chemicals represented approximately 20 percent of the total Brand, Film and Imaging revenues in 2019.  Price increases on 

professional and consumer still photographic film have been implemented in 2020. 

(9 ) 

(5 ) 

(1 ) 

9   

(1 ) 

—   

 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
       
          
          
  
     
     
  
 
 
  
  
  
  
  
  
  
  
  
  
  
       
          
          
  
     
     
  
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
       
          
          
  
     
     
  
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
       
          
          
  
     
     
  
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
       
          
          
  
     
     
  
Discontinued operations of Kodak include the Flexographic Packaging segment.  Refer to Note 29, “Discontinued Operations” in the Notes to 

Year Ended December 31, 

2019 

2018 

$ Change 

   $ 

836       $ 

896       $ 

41         

5 %      

28         

3 %        

(60 ) 

13   

The decrease in Print Systems revenues of approximately $60 million primarily reflected volume and pricing declines ($29 million and $12 million, 

respectively) in Prepress Solutions consumables, volume declines and unfavorable pricing in Electrophotographic Printing Solutions consumables 

and service ($6 million and $5 million, respectively), volume declines in Prepress Solutions equipment ($3 million), unfavorable product mix in 

Electrophotographic Printing Solutions equipment ($2 million) and unfavorable foreign currency ($21 million) partially offset by the intellectual 

property licensing revenue related to the HuaGuang relationship ($13 million) and favorable product mix in Prepress Solutions equipment ($7 

The increase in Print Systems Operational EBITDA of approximately $13 million reflects the intellectual property licensing revenue related to the 

HuaGuang relationship ($13 million), lower investment in sales and marketing activities ($7 million), lower manufacturing costs ($5 million) in 

Electrophotographic Printing Solutions, lower aluminum costs ($7 million), refunds of aluminum tariffs which were paid by Kodak in the last half of 

2018 ($2 million) and the favorable impact of currency ($3 million) partially offset by volume and pricing declines ($3 million and $12 million, 

respectively) in Prepress Solutions consumables, unfavorable manufacturing costs in Prepress Solutions driven largely by the lower volumes ($6 

million) and unfavorable pricing in Electrophotographic Printing Solutions consumables and service ($5 million).  

During 2018 U.S. tariffs imposed on aluminum purchases were included as part of the cost of printing plates sold.  In January 2019, Kodak received 

retroactive exemptions on U.S. tariffs for aluminum.  Due to the exemptions, all aluminum tariffs paid by Kodak in prior periods have been recognized 

Interest Expense  

respectively. 

Pension Income 

For details, refer to Note 20, “Retirement Plans.” 

Benefit from Income Taxes 

For details, refer to Note 18, “Income Taxes.” 

Discontinued Operations 

Financial Statements for additional information. 

PRINT SYSTEMS SEGMENT 

Revenues 

Revenues 

Operational EBITDA 

Operational EBITDA as a % of revenues 

million). 

Operational EBITDA 

as a cost reduction in the current period.    

ENTERPRISE INKJET SYSTEMS SEGMENT 

Revenues 

Revenues 

Operational EBITDA 

Operational EBITDA as a % of revenues 

Interest expense of $7 million and $27 million was allocated to discontinued operations for the years ended December 31, 2019 and 2018, 

Operational EBITDA 

The decrease in Enterprise Inkjet Systems Operational EBITDA of $9 million was primarily driven by equipment inventory write-downs due to pricing 
declines in PROSPER systems ($4 million), lower volume of PROSPER components ($2 million), lower volume of VERSAMARK service and 
consumables ($2 million) due to declines in the installed base of VERSAMARK systems, unfavorable manufacturing costs ($2 million) and the 
unfavorable impact of currency ($1 million) partially offset by volume improvements in PROSPER service and consumables ($2 million) and a lower 
level of investment in R&D activities ($2 million). 

KODAK SOFTWARE SEGMENT 

Revenues 

Operational EBITDA 
Operational EBITDA as a % of revenues 

Revenues 

2019 

Year Ended December 31, 
2018 

$ Change 

   $ 

56       $ 

65       $ 

2         
4 %      

7         
11 %        

(9 ) 

(5 ) 

The decrease in Kodak Software revenues of approximately $9 million was due to lower volume ($8 million) and the unfavorable impact of currency 
($1 million). 

Operational EBITDA 

The decrease in Kodak Software Operational EBITDA of $5 million was due to volume declines. 

BRAND, FILM AND IMAGING SEGMENT 

Revenues 

Operational EBITDA 
Operational EBITDA as a % of revenues 

Revenues 

2019 

Year Ended December 31, 
2018 

$ Change 

   $ 

209       $ 

210       $ 

(13 )       
-6 %      

(22 )       
-10 %        

(1 ) 

9   

The decrease in Brand, Film and Imaging revenues of approximately $1 million reflected volume declines in Consumer Inkjet Systems ($6 million) 
driven by lower sales of ink to the existing installed base of printers and unfavorable foreign currency ($3 million) partially offset by favorable volume 
in Motion Picture ($6 million).  Motion Picture revenues may fluctuate due to the timing and mix of products required for major studio productions. 

The unfavorable impact from exiting a significant industrial film component supply agreement ($12 million) was offset by volume improvements in 
professional and consumer still photographic film ($10 million).  One Industrial Film and Chemicals customer of professional and consumer still 
photographic film and chemicals represented approximately 20 percent of the total Brand, Film and Imaging revenues in 2019.  Price increases on 
professional and consumer still photographic film have been implemented in 2020. 

Year Ended December 31, 

2019 

2018 

$ Change 

   $ 

128       $ 

136       $ 

(5 )       

-4 %      

4         

3 %        

Operational EBITDA 

(8 ) 

(9 ) 

Brand, Film and Imaging Operational EBITDA improved approximately $9 million primarily reflecting cost improvements across film manufacturing 
($6 million), improved volume in Motion Picture ($1 million) and SG&A and R&D reductions ($2 million) partially offset by declines in Consumer Inkjet 
Systems ($3 million) driven by lower sales of ink to the existing installed base of printers. 

ADVANCED MATERIALS AND 3D PRINTING TECHNOLOGY SEGMENT 

The decrease in Enterprise Inkjet Systems revenues of approximately $8 million primarily reflected lower volume of VERSAMARK service and 

consumables ($8 million) due to declines in the installed base of VERSAMARK systems, lower volume of PROSPER components ($4 million), and 

the unfavorable impact of currency ($2 million) partially offset by higher volume of PROSPER service and consumables ($4 million), PROSPER 

systems ($1 million) and favorable pricing of VERSAMARK service and consumables ($1 million).   

Revenues 

Operational EBITDA 
Operational EBITDA as a % of revenues 

2019 

Year Ended December 31, 
2018 

$ Change 

   $ 

3       $ 

4       $ 

(12 )       
-400 %      

(12 )       
-300 %        

(1 ) 

—   

36 

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Advanced Materials and 3D Printing Technology Operational EBITDA remained flat primarily reflecting lower revenues offset by a reduced level of 
investment in R&D ($1 million). 

EASTMAN BUSINESS PARK SEGMENT 

Revenues 

Operational EBITDA 
Operational EBITDA as a % of revenues 

2019 

Year Ended December 31, 
2018 

$ Change 

   $ 

10       $ 

9       $ 

(1 )       
-10 %      

(4 )       
-44 %        

1   

3   

Cash Flow Activity 

Eastman Business Park Operational EBITDA improved by $3 million compared to the prior year period primarily due to improved operating costs and 
higher revenues ($1 million). 

RESTRUCTURING COSTS AND OTHER 

2019 

Restructuring actions taken in 2019 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and 
included various targeted reductions in manufacturing, service, sales, research and development, and other administrative functions. 

Operating Activities 

Cash, cash equivalents, restricted cash and cash in assets 

(in millions) 

   held for sale

As of December 31, 

2019 

2018 

  $ 

290     $ 

267   

Net cash provided by (used in) in operating activities 

   $ 

12     $ 

(62 )    $ 

(in millions) 

Cash flows from operating activities: 

Cash flows from investing activities: 

Net cash provided by (used in) investing activities 

Cash flows from financing activities: 

Net cash used in financing activities 

Effect of exchange rate changes on cash and restricted cash 

Net increase (decrease) in cash, cash equivalents and 

Year Ended December 31, 

2019 

2018 

Year-Over-Year 

Change 

311       

(22 )      

(298 )     

(2 )     

(11 )      

(7 )      

74   

333   

(287 ) 

5   

   restricted cash

   $ 

23     $ 

(102 )    $ 

125   

As a result of these actions, for the year ended December 31, 2019 Kodak recorded $16 million of charges which were reported as Restructuring 
costs and other in the accompanying Consolidated Statement of Operations. 

Kodak made cash payments related to restructuring of approximately $9 million for the year ended December 31, 2019. 

The restructuring actions implemented in 2019 are expected to generate future annual cash savings of approximately $22 million. These savings are 
expected to reduce future annual Cost of revenues, SG&A and R&D expenses by $6 million, $15 million and $1 million, respectively.  Kodak expects 
the majority of the annual savings to be in effect by the end of the third quarter of 2020 as actions are completed. 

2018 

For the year ended December 31, 2018 Kodak recorded $17 million of charges which were reported as Restructuring costs and other in the 
accompanying Consolidated Statement of Operations. 

LIQUIDITY AND CAPITAL RESOURCES 

Kodak is facing liquidity challenges due to operating losses and low or negative cash flow from operations.  Cash flow from operations in the current 
year benefited from working capital improvements and individual transactions which occurred during the year.  Kodak has eliminated current debt 
service requirements by paying down the loans under the Senior Secured First Lien Term Credit Agreement (the “Term Credit Agreement”) using 
proceeds from the sale of Kodak’s Flexographic Packaging business (“FPD”) and refinancing the remaining balance through the issuance of 
convertible debt which does not require any debt service until conversion or maturity on November 1, 2021.  The Series A Preferred Stock must be 
redeemed on November 15, 2021 if not converted prior to then.  Kodak has significant cash requirements to fund ongoing operations, restructuring 
programs, pension and other postretirement obligations, and other obligations.  Kodak’s plans to return to sustainable positive cash flow include 
growing revenues profitably, reducing operating expenses, simplifying the organizational structure, generating cash from selling and leasing 
underutilized assets and paring investment in new technology by eliminating or delaying product development programs.  The current cash balance 
outside of China, recent trend of low or negative operating cash flow, maturity and redemption dates in 2021 of the Convertible Notes and Series A 
Preferred Stock and lack of certainty regarding a sustainable return to positive cash flow raise substantial doubt about Kodak’s ability to continue as 
a going concern. 

Refer to the Going Concern section of Note 1, “Summary of Significant Accounting Policies”, Note 9, "Debt and Finance Leases," and Note 10, 
“Redeemable, Convertible Series A Preferred Stock” in the Notes to Financial Statements for further discussion of long-term debt and convertible 
preferred shares. 

Kodak has already experienced some disruptions in its manufacturing and logistics operations due to the coronavirus outbreak.  The full extent to 
which the coronavirus outbreak impacts its results will depend on future developments, which are highly uncertain and cannot be predicted at the 
time of this filing, including new information which may emerge concerning the severity of the coronavirus and the actions taken to contain the virus 
or treat its impact, among others. Complications from the coronavirus outbreak could have a material adverse effect on the continuity of our business 
operations and our results of operations and financial position, particularly if such complications have an extended duration. 

Net cash provided by (used in) operating activities improved $74 million for the year ended December 31, 2019 as compared with the prior year 

primarily due to lower cash spend on inventory, higher build of accounts payable (including the impact of a supply contract entered into as part of the 

agreement with HuaGuang), the allocation of $10 million of the proceeds from the divestiture of FPD as consideration for a brand license, the 

allocation of $13 million of the proceeds from entering the relationship with HuaGuang as consideration for an intellectual property license, the 

receipt of a $15 million prepayment for transition services, products, and other services as a part of the divestiture of FPD partially offset by lower 

cash operating earnings. 

Investing Activities 

Financing Activities 

Sources of Liquidity 

Net cash provided by (used in) investing activities improved $333 million for the year ended December 31, 2019 as compared to the prior year due to 

the proceeds from the sale of FPD and reduced capital spend.  

Net cash used in financing activities increased $287 million in the year ended December 31, 2019 as compared to the prior year driven by the 

repayment of the loans under the Term Credit Agreement partially offset by the issuance of the Convertible Notes. 

Available liquidity includes cash balances and the unused portion of the ABL Credit Agreement.  The amount of available liquidity is subject to 

fluctuations and includes cash balances held by various entities worldwide.  At December 31, 2019 and 2018, approximately $72 million and $117 

million, respectively, of cash and cash equivalents were held within the U.S. and approximately $161 million and $131 million, respectively, of cash, 

cash equivalents and cash in assets held for sale were held outside the U.S.  Cash balances held outside of the U.S. are generally required to 

support local country operations, may have high tax costs or other limitations that delay the ability to repatriate, and therefore may not be readily 

available for transfer to other jurisdictions.  Kodak utilizes cash balances outside the U.S. to fund needs in the U.S. through the use of intercompany 

loans.  As of December 31, 2019 and 2018 outstanding intercompany loans to the U.S. were $408 million and $390 million, respectively, which 

includes short-term intercompany loans of $110 million and $92 million.  In China, where approximately $89 million and $72 million, respectively, of 

cash and cash equivalents were held as of December 31, 2019 and 2018, there are limitations related to net asset balances that impact the ability to 

make cash available to other jurisdictions in the world.  Under the terms of the ABL Credit Agreement, the Company is permitted to invest up to $100 

million at any time in subsidiaries and joint ventures that are not party to the ABL Credit Agreement. 

On April 16, 2019, the Purchaser paid Kodak $15 million in the U.S. as a prepayment for transition services and products and services to be 

provided by Kodak to the Purchaser.  Kodak provided a $15 million guaranty, supported by cash collateral in China, to the Purchaser.  The 

Purchaser has the option to satisfy its payment obligations to Kodak through a reduction of the prepayment balance or in cash.  When the Purchaser 

satisfies its payment obligations to Kodak by utilizing its prepayment balance, Kodak can follow a guaranty amendment process to reduce the 

amount of its guaranty and cash collateral supporting the prepayment balance.  As of December 31, 2019, the remaining prepayment balance was 

$3 million and the cash collateral supporting Kodak’s guaranty was $4 million. 

On September 1, 2019 Kodak established a strategic relationship with HuaGuang in the People’s Republic of China.  The relationship is comprised 

of an agreement under which Kodak sold its shares of the Kodak (China) Graphic Communication Co. Ltd. entity which included the offset printing 

plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang, a supply agreement for HuaGuang to help Kodak fulfill customer 

demand and a license agreement under which Kodak licensed its plates technology, including its Sonora Process Free plates technology, to 

HuaGuang with the intent of expanding the plates market in China. 

38 

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Advanced Materials and 3D Printing Technology Operational EBITDA remained flat primarily reflecting lower revenues offset by a reduced level of 

Year Ended December 31, 

2019 

2018 

$ Change 

   $ 

10       $ 

9       $ 

(1 )       

-10 %      

(4 )       

-44 %        

1   

3   

Eastman Business Park Operational EBITDA improved by $3 million compared to the prior year period primarily due to improved operating costs and 

investment in R&D ($1 million). 

EASTMAN BUSINESS PARK SEGMENT 

Revenues 

Operational EBITDA 

Operational EBITDA as a % of revenues 

higher revenues ($1 million). 

RESTRUCTURING COSTS AND OTHER 

2019 

Restructuring actions taken in 2019 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and 

included various targeted reductions in manufacturing, service, sales, research and development, and other administrative functions. 

As a result of these actions, for the year ended December 31, 2019 Kodak recorded $16 million of charges which were reported as Restructuring 

costs and other in the accompanying Consolidated Statement of Operations. 

Kodak made cash payments related to restructuring of approximately $9 million for the year ended December 31, 2019. 

The restructuring actions implemented in 2019 are expected to generate future annual cash savings of approximately $22 million. These savings are 

expected to reduce future annual Cost of revenues, SG&A and R&D expenses by $6 million, $15 million and $1 million, respectively.  Kodak expects 

the majority of the annual savings to be in effect by the end of the third quarter of 2020 as actions are completed. 

For the year ended December 31, 2018 Kodak recorded $17 million of charges which were reported as Restructuring costs and other in the 

2018 

accompanying Consolidated Statement of Operations. 

LIQUIDITY AND CAPITAL RESOURCES 

Kodak is facing liquidity challenges due to operating losses and low or negative cash flow from operations.  Cash flow from operations in the current 

year benefited from working capital improvements and individual transactions which occurred during the year.  Kodak has eliminated current debt 

service requirements by paying down the loans under the Senior Secured First Lien Term Credit Agreement (the “Term Credit Agreement”) using 

proceeds from the sale of Kodak’s Flexographic Packaging business (“FPD”) and refinancing the remaining balance through the issuance of 

convertible debt which does not require any debt service until conversion or maturity on November 1, 2021.  The Series A Preferred Stock must be 

redeemed on November 15, 2021 if not converted prior to then.  Kodak has significant cash requirements to fund ongoing operations, restructuring 

programs, pension and other postretirement obligations, and other obligations.  Kodak’s plans to return to sustainable positive cash flow include 

growing revenues profitably, reducing operating expenses, simplifying the organizational structure, generating cash from selling and leasing 

underutilized assets and paring investment in new technology by eliminating or delaying product development programs.  The current cash balance 

outside of China, recent trend of low or negative operating cash flow, maturity and redemption dates in 2021 of the Convertible Notes and Series A 

Preferred Stock and lack of certainty regarding a sustainable return to positive cash flow raise substantial doubt about Kodak’s ability to continue as 

Refer to the Going Concern section of Note 1, “Summary of Significant Accounting Policies”, Note 9, "Debt and Finance Leases," and Note 10, 

“Redeemable, Convertible Series A Preferred Stock” in the Notes to Financial Statements for further discussion of long-term debt and convertible 

a going concern. 

preferred shares. 

Kodak has already experienced some disruptions in its manufacturing and logistics operations due to the coronavirus outbreak.  The full extent to 

which the coronavirus outbreak impacts its results will depend on future developments, which are highly uncertain and cannot be predicted at the 

time of this filing, including new information which may emerge concerning the severity of the coronavirus and the actions taken to contain the virus 

or treat its impact, among others. Complications from the coronavirus outbreak could have a material adverse effect on the continuity of our business 

operations and our results of operations and financial position, particularly if such complications have an extended duration. 

(in millions) 
Cash, cash equivalents, restricted cash and cash in assets 
   held for sale

As of December 31, 

2019 

2018 

  $ 

290     $ 

267   

Cash Flow Activity 

(in millions) 
Cash flows from operating activities: 
Net cash provided by (used in) in operating activities 
Cash flows from investing activities: 
Net cash provided by (used in) investing activities 
Cash flows from financing activities: 
Net cash used in financing activities 
Effect of exchange rate changes on cash and restricted cash 
Net increase (decrease) in cash, cash equivalents and 
   restricted cash

Year Ended December 31, 

2019 

2018 

Year-Over-Year 
Change 

   $ 

12     $ 

(62 )    $ 

311       

(22 )      

(298 )     
(2 )     

(11 )      
(7 )      

74   

333   

(287 ) 
5   

   $ 

23     $ 

(102 )    $ 

125   

Operating Activities 
Net cash provided by (used in) operating activities improved $74 million for the year ended December 31, 2019 as compared with the prior year 
primarily due to lower cash spend on inventory, higher build of accounts payable (including the impact of a supply contract entered into as part of the 
agreement with HuaGuang), the allocation of $10 million of the proceeds from the divestiture of FPD as consideration for a brand license, the 
allocation of $13 million of the proceeds from entering the relationship with HuaGuang as consideration for an intellectual property license, the 
receipt of a $15 million prepayment for transition services, products, and other services as a part of the divestiture of FPD partially offset by lower 
cash operating earnings. 

Investing Activities 
Net cash provided by (used in) investing activities improved $333 million for the year ended December 31, 2019 as compared to the prior year due to 
the proceeds from the sale of FPD and reduced capital spend.  

Financing Activities 
Net cash used in financing activities increased $287 million in the year ended December 31, 2019 as compared to the prior year driven by the 
repayment of the loans under the Term Credit Agreement partially offset by the issuance of the Convertible Notes. 

Sources of Liquidity 
Available liquidity includes cash balances and the unused portion of the ABL Credit Agreement.  The amount of available liquidity is subject to 
fluctuations and includes cash balances held by various entities worldwide.  At December 31, 2019 and 2018, approximately $72 million and $117 
million, respectively, of cash and cash equivalents were held within the U.S. and approximately $161 million and $131 million, respectively, of cash, 
cash equivalents and cash in assets held for sale were held outside the U.S.  Cash balances held outside of the U.S. are generally required to 
support local country operations, may have high tax costs or other limitations that delay the ability to repatriate, and therefore may not be readily 
available for transfer to other jurisdictions.  Kodak utilizes cash balances outside the U.S. to fund needs in the U.S. through the use of intercompany 
loans.  As of December 31, 2019 and 2018 outstanding intercompany loans to the U.S. were $408 million and $390 million, respectively, which 
includes short-term intercompany loans of $110 million and $92 million.  In China, where approximately $89 million and $72 million, respectively, of 
cash and cash equivalents were held as of December 31, 2019 and 2018, there are limitations related to net asset balances that impact the ability to 
make cash available to other jurisdictions in the world.  Under the terms of the ABL Credit Agreement, the Company is permitted to invest up to $100 
million at any time in subsidiaries and joint ventures that are not party to the ABL Credit Agreement. 

On April 16, 2019, the Purchaser paid Kodak $15 million in the U.S. as a prepayment for transition services and products and services to be 
provided by Kodak to the Purchaser.  Kodak provided a $15 million guaranty, supported by cash collateral in China, to the Purchaser.  The 
Purchaser has the option to satisfy its payment obligations to Kodak through a reduction of the prepayment balance or in cash.  When the Purchaser 
satisfies its payment obligations to Kodak by utilizing its prepayment balance, Kodak can follow a guaranty amendment process to reduce the 
amount of its guaranty and cash collateral supporting the prepayment balance.  As of December 31, 2019, the remaining prepayment balance was 
$3 million and the cash collateral supporting Kodak’s guaranty was $4 million. 

On September 1, 2019 Kodak established a strategic relationship with HuaGuang in the People’s Republic of China.  The relationship is comprised 
of an agreement under which Kodak sold its shares of the Kodak (China) Graphic Communication Co. Ltd. entity which included the offset printing 
plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang, a supply agreement for HuaGuang to help Kodak fulfill customer 
demand and a license agreement under which Kodak licensed its plates technology, including its Sonora Process Free plates technology, to 
HuaGuang with the intent of expanding the plates market in China. 

38 

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Upon the establishment of the relationship, Kodak received net cash proceeds of $30 million, of which $13 million was received in the United States.  
As part of the arrangement, Kodak established an escrow of $14 million in China to secure minimum payments required under the supply 
agreement. 

Further, the Company indemnifies its directors and officers who are, or were, serving at the Company's request in such capacities.  Historically, costs 

incurred to settle claims related to these indemnifications have not been material to Kodak’s financial position, results of operations or cash flows.  

Additionally, the fair value of the indemnifications that Kodak issued during the year ended December 31, 2019 was not material to Kodak’s financial 

position, results of operations or cash flows. 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Kodak is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item. 

Under the ABL Credit Agreement, if Excess Availability ($22 million as of December 31, 2019) falls below 12.5% of lender commitments 
($18.75 million as of December 31, 2019), Kodak may, in addition to the requirement to be in compliance with a minimum Fixed Charge Coverage 
Ratio, become subject to cash dominion control.  Kodak intends to continue to maintain Excess Availability above the minimum threshold which may 
require additional funding of Eligible Cash.  In addition to Eligible Cash, the borrowing base is supported by Eligible Receivables, Eligible Inventory 
and Eligible Equipment.  To the extent the assets supporting the borrowing base decline, if the remaining assets included in the borrowing base are 
not sufficient to support the required Excess Availability amount, additional funding of Eligible Cash may be required.  Since Excess Availability was 
greater than 12.5% of lender commitments Kodak is not required to have a minimum Fixed Charge Coverage Ratio of 1.0 to 1.0.  As of December 
31, 2019 Fixed Charges (as defined in the ABL Credit Agreement) exceeded EBITDA by approximately $4 million, therefore the Fixed Charges 
Coverage Ratio was less than 1.0 to 1.0. (Refer to the Amended and Restated Credit Agreement section of Note 9, “Debt and Finance Leases”, for 
the definition of Excess Availability). 

To ensure Excess Availability was greater than 12.5%, Kodak funded $22 million and $3 million to the Eligible Cash account held with the ABL Credit 
Agreement Administrative Agent as of December 31, 2019 and 2018, which is classified as Restricted cash in the Consolidated Statement of 
Financial Position, supporting the Excess Availability amount.   

On January 27, 2020 Kodak exercised its right under the ABL Credit Agreement to permanently reduce lender commitments, reducing the 
commitments from $150 million to $120 million.  As a result, the minimum Excess Availability decreased to $15 million from the previous minimum of 
$18.75 million.   

As a result of the Company’s credit ratings, the Company was required to provide $6 million in letters of credit to the issuers of certain surety bonds 
during the third quarter of 2018. As a result of the Company’s current credit ratings or a further ratings downgrade, the Company could be required to 
provide up to an additional $13 million of letters of credit to the issuers of the surety bonds in the future to fully collateralize the bonds.   

Reporting requirements under the ABL Credit Agreement require the Company to provide annual audited financial statements accompanied by an 
opinion of an independent public accountant without a “going concern” or like qualification or exception and without any qualification or exception as 
to the scope of such audit or other material qualification or exception, except for any such qualification or exception with respect to any indebtedness 
maturing within 364 days after the date of such financial statements, and that the opinion be reasonably acceptable to the agent. On March 6, 2020 
the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under the reporting 
covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2019 Form 10-K audit report. 

Defined Benefit Pension and Postretirement Plans 
Kodak made contributions (funded plans) or paid net benefits (unfunded plans) totaling approximately $19 million relating to its defined benefit 
pension and postretirement benefit plans in 2019.  For 2020, the forecasted contribution (funded plans) and net benefit payment (unfunded plans) 
requirements for its defined benefit pension and postretirement plans are approximately $17 million. 

Capital Expenditures 
Cash flows from investing activities included $17 million for capital expenditures for the year ended December 31, 2019.  Kodak expects 
approximately $15 million to $25 million of cash flows for investing activities from capital expenditures for the year ended December 31, 2020.   

Transaction with RED-Rochester, LLC 
In January 2019 Kodak entered into a series of agreements with RED-Rochester, LLC (“RED”), which provides utilities to the Eastman Business 
Park.  Kodak received a payment of $14 million from RED. Kodak is required to pay a minimum annual payment to RED of approximately $2 million 
regardless of utility usage. Kodak is accounting for the $14 million payment from RED as debt. The minimum payments required under the 
agreement from Kodak to RED will be reported as a reduction of the debt and interest expense using the effective interest method.  The debt 
payments to RED continue until August 2033. 

Off-Balance Sheet Arrangements 

In connection with the settlement of certain of the Company’s historical environmental liabilities at EBP and in accordance with the terms of the 
associated settlement agreement (“Amended EBP Settlement Agreement”), in the event the historical EBP liabilities exceed $99 million, the 
Company will become liable for 50% of the portion above $99 million with no limitation to the maximum potential future payments.  There is no 
liability recorded related to this guarantee. 

Kodak issues indemnifications in certain instances when it sells businesses and real estate, and in the ordinary course of business with its 
customers, suppliers, service providers and business partners.   

40 

41 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Further, the Company indemnifies its directors and officers who are, or were, serving at the Company's request in such capacities.  Historically, costs 
incurred to settle claims related to these indemnifications have not been material to Kodak’s financial position, results of operations or cash flows.  
Additionally, the fair value of the indemnifications that Kodak issued during the year ended December 31, 2019 was not material to Kodak’s financial 
position, results of operations or cash flows. 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Kodak is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item. 

Upon the establishment of the relationship, Kodak received net cash proceeds of $30 million, of which $13 million was received in the United States.  

As part of the arrangement, Kodak established an escrow of $14 million in China to secure minimum payments required under the supply 

agreement. 

Under the ABL Credit Agreement, if Excess Availability ($22 million as of December 31, 2019) falls below 12.5% of lender commitments 

($18.75 million as of December 31, 2019), Kodak may, in addition to the requirement to be in compliance with a minimum Fixed Charge Coverage 

Ratio, become subject to cash dominion control.  Kodak intends to continue to maintain Excess Availability above the minimum threshold which may 

require additional funding of Eligible Cash.  In addition to Eligible Cash, the borrowing base is supported by Eligible Receivables, Eligible Inventory 

and Eligible Equipment.  To the extent the assets supporting the borrowing base decline, if the remaining assets included in the borrowing base are 

not sufficient to support the required Excess Availability amount, additional funding of Eligible Cash may be required.  Since Excess Availability was 

greater than 12.5% of lender commitments Kodak is not required to have a minimum Fixed Charge Coverage Ratio of 1.0 to 1.0.  As of December 

31, 2019 Fixed Charges (as defined in the ABL Credit Agreement) exceeded EBITDA by approximately $4 million, therefore the Fixed Charges 

Coverage Ratio was less than 1.0 to 1.0. (Refer to the Amended and Restated Credit Agreement section of Note 9, “Debt and Finance Leases”, for 

the definition of Excess Availability). 

To ensure Excess Availability was greater than 12.5%, Kodak funded $22 million and $3 million to the Eligible Cash account held with the ABL Credit 

Agreement Administrative Agent as of December 31, 2019 and 2018, which is classified as Restricted cash in the Consolidated Statement of 

Financial Position, supporting the Excess Availability amount.   

On January 27, 2020 Kodak exercised its right under the ABL Credit Agreement to permanently reduce lender commitments, reducing the 

commitments from $150 million to $120 million.  As a result, the minimum Excess Availability decreased to $15 million from the previous minimum of 

$18.75 million.   

As a result of the Company’s credit ratings, the Company was required to provide $6 million in letters of credit to the issuers of certain surety bonds 

during the third quarter of 2018. As a result of the Company’s current credit ratings or a further ratings downgrade, the Company could be required to 

provide up to an additional $13 million of letters of credit to the issuers of the surety bonds in the future to fully collateralize the bonds.   

Reporting requirements under the ABL Credit Agreement require the Company to provide annual audited financial statements accompanied by an 

opinion of an independent public accountant without a “going concern” or like qualification or exception and without any qualification or exception as 

to the scope of such audit or other material qualification or exception, except for any such qualification or exception with respect to any indebtedness 

maturing within 364 days after the date of such financial statements, and that the opinion be reasonably acceptable to the agent. On March 6, 2020 

the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under the reporting 

covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2019 Form 10-K audit report. 

Defined Benefit Pension and Postretirement Plans 

Kodak made contributions (funded plans) or paid net benefits (unfunded plans) totaling approximately $19 million relating to its defined benefit 

pension and postretirement benefit plans in 2019.  For 2020, the forecasted contribution (funded plans) and net benefit payment (unfunded plans) 

requirements for its defined benefit pension and postretirement plans are approximately $17 million. 

Capital Expenditures 

Cash flows from investing activities included $17 million for capital expenditures for the year ended December 31, 2019.  Kodak expects 

approximately $15 million to $25 million of cash flows for investing activities from capital expenditures for the year ended December 31, 2020.   

Transaction with RED-Rochester, LLC 

In January 2019 Kodak entered into a series of agreements with RED-Rochester, LLC (“RED”), which provides utilities to the Eastman Business 

Park.  Kodak received a payment of $14 million from RED. Kodak is required to pay a minimum annual payment to RED of approximately $2 million 

regardless of utility usage. Kodak is accounting for the $14 million payment from RED as debt. The minimum payments required under the 

agreement from Kodak to RED will be reported as a reduction of the debt and interest expense using the effective interest method.  The debt 

payments to RED continue until August 2033. 

Off-Balance Sheet Arrangements 

In connection with the settlement of certain of the Company’s historical environmental liabilities at EBP and in accordance with the terms of the 

associated settlement agreement (“Amended EBP Settlement Agreement”), in the event the historical EBP liabilities exceed $99 million, the 

Company will become liable for 50% of the portion above $99 million with no limitation to the maximum potential future payments.  There is no 

liability recorded related to this guarantee. 

Kodak issues indemnifications in certain instances when it sells businesses and real estate, and in the ordinary course of business with its 

customers, suppliers, service providers and business partners.   

40 

41 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

Report of Independent Registered Public Accounting Firm  

To the Board of Directors and Shareholders of Eastman Kodak Company 

Opinion on the Financial Statements 

We have audited the accompanying consolidated statement of financial position of Eastman Kodak Company and its subsidiaries (the “Company”) 
as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income (loss), equity (deficit) and cash 
flow for the years then ended, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period 
ended December 31, 2019 appearing under Item 15 (1) (collectively referred to as the “consolidated financial statements”). In our opinion, the 
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, 
and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United 
States of America.   

Substantial Doubt About the Company’s Ability to Continue as a Going Concern 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As 
discussed in Note 1 to the consolidated financial statements, the Company has limitations on its ability to repatriate cash held outside the U.S. to 
other jurisdictions, experienced recent operating losses and negative cash flow from operations, redemption dates in 2021 for debt and preferred 
stock and significant cash requirements to fund ongoing operations and other obligations that raise substantial doubt about its ability to continue as a 
going concern.  Management's plans in regard to these matters are also described in Note 1.  The consolidated financial statements do not include 
any adjustments that might result from the outcome of this uncertainty. 

Change in Accounting Principle 

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. 

Basis for Opinion 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the 
Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting 
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal 
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that 
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material 
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control 
over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the 
purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such 
opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to 
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the 
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant 
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits 
provide a reasonable basis for our opinion. 

/s/ PricewaterhouseCoopers LLP 
Rochester, New York 
March 17, 2020 

We have served as the Company's auditor since at least 1924. We have not been able to determine the specific year we began serving as auditor of 
the Company. 

EASTMAN KODAK COMPANY 

CONSOLIDATED STATEMENT OF OPERATIONS 

(in millions, except per share data) 

Revenues 

Sales 

Services 

Total net revenues 

Cost of revenues 

Sales 

Services 

Total cost of revenues 

Gross profit 

Selling, general and administrative expenses 

Research and development costs 

Restructuring costs and other 

Other operating expense, net 

component, other charges, net and income taxes 

Pension income excluding service cost component 

Interest expense 

Other charges, net 

Loss from continuing operations before income taxes 

Provision (benefit) from income taxes 

Loss from continuing operations 

Earnings (loss) from discontinued operations, net of income taxes 

NET EARNINGS (LOSS) 

Basic and diluted (loss) earnings per share attributable to 

   Eastman Kodak Company common shareholders: 

Continuing operations 

Discontinued operations 

Total 

Number of common shares used in basic and diluted (loss) earnings per share 

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

Loss from continuing operations before interest expense, pension income excluding service cost 

   $ 

   $ 

   $ 

   $ 

Year Ended December 31, 

2019 

2018 

979      $ 

263        

1,242        

877        

183        

1,060        

182        

211        

42        

16        

15        

(102 )      

16        

(104 )      

46        

(60 )      

31        

(91 )      

207        

116      $ 

(2.58 )    $ 

4.81        

2.23      $ 

43.0        

1,039   

281   

1,320   

946   

194   

1,140   

180   

224   

48   

17   

9   

(118 ) 

9   

(131 ) 

17   

(13 ) 

(4 ) 

(9 ) 

(7 ) 

(16 ) 

(0.68 ) 

(0.16 ) 

(0.84 ) 

42.7   

42 

43 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
     
  
       
         
  
     
     
       
         
  
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
  
       
         
  
  
    
  
  
    
  
     
  
       
         
  
     
 
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

Report of Independent Registered Public Accounting Firm  

To the Board of Directors and Shareholders of Eastman Kodak Company 

Opinion on the Financial Statements 

We have audited the accompanying consolidated statement of financial position of Eastman Kodak Company and its subsidiaries (the “Company”) 

as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income (loss), equity (deficit) and cash 

flow for the years then ended, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period 

ended December 31, 2019 appearing under Item 15 (1) (collectively referred to as the “consolidated financial statements”). In our opinion, the 

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, 

and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United 

States of America.   

Substantial Doubt About the Company’s Ability to Continue as a Going Concern 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As 

discussed in Note 1 to the consolidated financial statements, the Company has limitations on its ability to repatriate cash held outside the U.S. to 

other jurisdictions, experienced recent operating losses and negative cash flow from operations, redemption dates in 2021 for debt and preferred 

stock and significant cash requirements to fund ongoing operations and other obligations that raise substantial doubt about its ability to continue as a 

going concern.  Management's plans in regard to these matters are also described in Note 1.  The consolidated financial statements do not include 

any adjustments that might result from the outcome of this uncertainty. 

Change in Accounting Principle 

Basis for Opinion 

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the 

Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting 

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal 

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that 

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material 

misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control 

over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the 

purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such 

opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to 

error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the 

amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant 

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits 

provide a reasonable basis for our opinion. 

/s/ PricewaterhouseCoopers LLP 

Rochester, New York 

March 17, 2020 

the Company. 

We have served as the Company's auditor since at least 1924. We have not been able to determine the specific year we began serving as auditor of 

EASTMAN KODAK COMPANY 
CONSOLIDATED STATEMENT OF OPERATIONS 

(in millions, except per share data) 

Revenues 
Sales 
Services 
Total net revenues 
Cost of revenues 

Sales 
Services 

Total cost of revenues 

Gross profit 

Selling, general and administrative expenses 
Research and development costs 
Restructuring costs and other 
Other operating expense, net 
Loss from continuing operations before interest expense, pension income excluding service cost 
component, other charges, net and income taxes 
Interest expense 
Pension income excluding service cost component 
Other charges, net 
Loss from continuing operations before income taxes 
Provision (benefit) from income taxes 
Loss from continuing operations 
Earnings (loss) from discontinued operations, net of income taxes 
NET EARNINGS (LOSS) 

Basic and diluted (loss) earnings per share attributable to 
   Eastman Kodak Company common shareholders: 

Continuing operations 
Discontinued operations 
Total 

Number of common shares used in basic and diluted (loss) earnings per share 

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

   $ 

   $ 

   $ 

   $ 

Year Ended December 31, 
2018 
2019 

979      $ 
263        
1,242        

877        
183        
1,060        
182        
211        
42        
16        
15        

(102 )      
16        
(104 )      
46        
(60 )      
31        
(91 )      
207        
116      $ 

(2.58 )    $ 
4.81        
2.23      $ 

43.0        

1,039   
281   
1,320   

946   
194   
1,140   
180   
224   
48   
17   
9   

(118 ) 
9   
(131 ) 
17   
(13 ) 
(4 ) 
(9 ) 
(7 ) 
(16 ) 

(0.68 ) 
(0.16 ) 
(0.84 ) 

42.7   

42 

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EASTMAN KODAK COMPANY 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) 

(in millions) 

NET (LOSS) EARNINGS 

Year Ended December 31, 

2019 

2018 

   $ 

116      $ 

Other comprehensive loss, net: 
Currency translation adjustments and other 
Pension and other postretirement benefit plan obligation activity, net of tax 
Other comprehensive income (loss), net attributable to Eastman Kodak Company 
COMPREHENSIVE INCOME (LOSS), NET 

   $ 

6     
(12 )   
(6 )   
110      $ 

(16 ) 

(11 ) 
(9 ) 
(20 ) 
(36 ) 

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

Property, plant and equipment, net of accumulated depreciation of $423 and $395, respectively 

EASTMAN KODAK COMPANY 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 

(in millions) 

Trade receivables, net of allowances of $8 and $9 

ASSETS 

Cash and cash equivalents 

Inventories, net 

Restricted cash - current portion 

Other current assets 

Current assets held for sale 

Total current assets 

Operating lease right-of-use assets 

Goodwill 

Intangible assets, net 

Restricted cash 

Deferred income taxes 

Other long-term assets 

TOTAL ASSETS 

Current portion of operating leases 

Other current liabilities 

Current liabilities held for sale 

Total current liabilities 

Long-term debt, net of current portion 

Pension and other postretirement liabilities 

Operating leases, net of current portion 

Other long-term liabilities 

Total liabilities 

Commitments and contingencies (Note 12) 

Equity (Deficit) 

Common stock, $0.01 par value 

Additional paid in capital 

Treasury stock, at cost 

Accumulated deficit 

Accumulated other comprehensive loss 

Total equity (deficit) 

(DEFICIT) 

LIABILITIES, REDEEMABLE, CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT) 

Accounts payable, trade 

Short-term borrowings and current portion of long-term debt 

   $ 

1,415      $ 

Redeemable, convertible Series A preferred stock, no par value, $100 per share liquidation preference      

182        

173   

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY 

   $ 

1,415      $ 

1,510   

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

   $ 

   $ 

As of December 31, 

2019 

2018 

233      $ 

208        

215        

12        

36        

2        

706        

181        

12        

47        

49        

45        

147        

228        

153      $ 

2        

12        

201        

—        

368        

109        

378        

48        

231        

—        

604        

(9 )      

(79 )      

(417 )      

99        

233   

232   

231   

8   

39   

167   

910   

216   

12   

58   

—   

11   

160   

143   

1,510   

130   

396   

—   

209   

43   

778   

5   

379   

—   

178   

—   

617   

(9 ) 

(200 ) 

(411 ) 

(3 ) 

1,134        

1,340   

44 

45 

 
  
  
  
  
  
     
  
  
  
    
    
    
  
  
    
    
    
  
  
  
  
  
  
  
  
  
  
 
 
 
 
  
  
  
  
  
     
  
       
         
  
     
     
     
     
     
     
     
     
     
     
     
     
     
  
       
         
  
       
         
  
     
     
     
     
     
     
     
     
     
     
  
       
         
  
       
         
  
  
       
         
  
  
       
         
  
       
         
  
     
     
     
     
     
     
 
 
 
EASTMAN KODAK COMPANY 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) 

(in millions) 

NET (LOSS) EARNINGS 

Other comprehensive loss, net: 

Currency translation adjustments and other 

Pension and other postretirement benefit plan obligation activity, net of tax 

Other comprehensive income (loss), net attributable to Eastman Kodak Company 

COMPREHENSIVE INCOME (LOSS), NET 

   $ 

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

Year Ended December 31, 

2019 

2018 

   $ 

116      $ 

(16 ) 

(11 ) 

(9 ) 

(20 ) 

(36 ) 

6     

(12 )   

(6 )   

110      $ 

EASTMAN KODAK COMPANY 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 

(in millions) 

ASSETS 
Cash and cash equivalents 
Trade receivables, net of allowances of $8 and $9 
Inventories, net 
Restricted cash - current portion 
Other current assets 
Current assets held for sale 
Total current assets 

Property, plant and equipment, net of accumulated depreciation of $423 and $395, respectively 
Goodwill 
Intangible assets, net 
Operating lease right-of-use assets 
Restricted cash 
Deferred income taxes 
Other long-term assets 
TOTAL ASSETS 

LIABILITIES, REDEEMABLE, CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT) 
Accounts payable, trade 
Short-term borrowings and current portion of long-term debt 
Current portion of operating leases 
Other current liabilities 
Current liabilities held for sale 
Total current liabilities 

Long-term debt, net of current portion 
Pension and other postretirement liabilities 
Operating leases, net of current portion 
Other long-term liabilities 
Total liabilities 

Commitments and contingencies (Note 12) 

   $ 

   $ 

   $ 

As of December 31, 

2019 

2018 

233      $ 
208        
215        
12        
36        
2        
706        
181        
12        
47        
49        
45        
147        
228        
1,415      $ 

153      $ 
2        
12        
201        
—        
368        
109        
378        
48        
231        
1,134        

233   
232   
231   
8   
39   
167   
910   
216   
12   
58   
—   
11   
160   
143   
1,510   

130   
396   
—   
209   
43   
778   
5   
379   
—   
178   
1,340   

Redeemable, convertible Series A preferred stock, no par value, $100 per share liquidation preference      

182        

173   

Equity (Deficit) 
Common stock, $0.01 par value 
Additional paid in capital 
Treasury stock, at cost 
Accumulated deficit 
Accumulated other comprehensive loss 

Total equity (deficit) 
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY 
(DEFICIT) 

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

—        
604        
(9 )      
(79 )      
(417 )      
99        

—   
617   
(9 ) 
(200 ) 
(411 ) 
(3 ) 

   $ 

1,415      $ 

1,510   

44 

45 

 
  
  
  
  
  
     
  
  
  
    
    
    
  
  
    
    
    
  
  
  
  
  
  
  
  
  
  
 
 
 
 
  
  
  
  
  
     
  
       
         
  
     
     
     
     
     
     
     
     
     
     
     
     
     
  
       
         
  
       
         
  
     
     
     
     
     
     
     
     
     
     
  
       
         
  
       
         
  
  
       
         
  
  
       
         
  
       
         
  
     
     
     
     
     
     
 
 
 
EASTMAN KODAK COMPANY 
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)  

(in millions, except share data) 

Common 
Stock (1) 

Additional 
Paid in 
Capital 

Accumulated 
Deficit 

Accumulated 
Other 
Comprehensive 
Loss 

Treasury 
Stock 

Total 

Series A 
Redeemable 
Convertible 
Preferred 
Stock 

Equity (deficit) as of December 31, 2017 
Net (loss) earnings 
Adjustments due to ASU 2014-09 
Other comprehensive loss (net of tax): 
Currency translation adjustments 
Pension and other postretirement 
   liability adjustments 
Series A preferred stock cash 
   dividends 
Series A preferred stock deemed 
   dividends 
Stock-based compensation 
Equity (deficit) as of December 31, 2018 
Net earnings 
Adjustments due to ASU 2016-02 
Other comprehensive loss (net of tax): 
Currency translation adjustments 
Pension and other postretirement 
   liability adjustments 

Series A preferred stock cash and accrued 
   dividends 
Series A preferred stock deemed 
   dividends 
Stock-based compensation 
Equity (deficit) as of December 31, 2019 

   $ 

   $ 

   $ 

—   
—   
—   

—   

—   

—   

—   
—   
—   
—   
—   

—   

—   

—   

—   
—   
—   

  $ 

  $ 

631   
—   
—   

  $ 

(174 ) 
(16 ) 
(10 ) 

  $ 

(391 ) 
—   
—   

—   

—   

(11 ) 

(9 ) 
6   
617   
—   
—   

—   

—   

(11 ) 

(9 ) 
7   
604   

  $ 

  $ 

—   

—   

—   

—   
—   
(200 ) 
116   
5   

  $ 

—   

—   

—   

(11 ) 

(9 ) 

—   

—   
—   
(411 ) 
—   
—   

6   

(12 ) 

—   

  $ 

—   
—   
(79 ) 

  $ 

—   
—   
(417 ) 

  $ 

  $ 

  $ 

(9 ) 
—   
—   

—   

—   

—   

—   
—   
(9 ) 
—   
—   

—   

—   

—   

—   
—   
(9 ) 

  $ 

  $ 

57   
(16 ) 
(10 ) 

(11 ) 

(9 ) 

(11 ) 

(9 ) 
6   
(3 ) 
116   
5   

6   

(12 ) 

(11 ) 

(9 ) 
7   
99   

  $ 

  $ 

  $ 

164   
—   
—   

—   

—   

—   

9   
—   
173   
—   
—   

—   

—   

—   

9   
—   
182   

(1)  There are 60 million shares of no par value preferred stock authorized, 2 million of which have been issued.  

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

EASTMAN KODAK COMPANY 

CONSOLIDATED STATEMENT OF CASH FLOW 

(in millions) 

Cash flows from operating activities: 

Net (loss) earnings 

Adjustments to reconcile to net cash used in operating activities: 

Depreciation and amortization 

Pension and other postretirement income 

Change in fair value of embedded conversion features derivative liability 

Asset impairments 

Stock based compensation 

Non-cash changes in workers' compensation and legal reserves 

Year Ended December 31, 

2019 

2018 

   $ 

116      $ 

55        

(91 )      

42        

6        

7        

3        

(201 )      

21        

21        

11        

25        

(10 )      

7        

(104 )      

12        

(15 )      

326        

311        

(395 )      

98        

14        

(10 )      

(3 )      

(2 )      

(298 )      

(2 )      

23        

267        

290      $ 

(16 ) 

73   

(106 ) 

—   

13   

6   

(11 ) 

(13 ) 

18   

12   

(9 ) 

(31 ) 

(31 ) 

33   

(46 ) 

(62 ) 

(33 ) 

11   

(22 ) 

—   

—   

—   

—   

(8 ) 

(3 ) 

(11 ) 

(7 ) 

(102 ) 

369   

267   

Net gains on sales of businesses/assets 

Provision for deferred income taxes 

Decrease in trade receivables 

Decrease (increase) in inventories 

Increase (decrease) in trade accounts payable 

Decrease in liabilities excluding borrowings 

Other items, net 

Total adjustments 

Net cash provided by (used in) operating activities 

Cash flows from investing activities: 

Additions to properties 

Net proceeds from sales of businesses/assets, net 

Net cash provided by (used in) investing activities 

Cash flows from financing activities: 

Repayment of emergence credit facilities 

Proceeds from issuance of convertible notes 

Proceeds from other borrowings 

Preferred stock dividend payments 

Finance lease payments 

Net cash used in financing activities 

Payment of contingent consideration related to the sale of a business 

Effect of exchange rate changes on cash, cash equivalents and 

Net increase (decrease) in cash, cash equivalents, restricted cash and cash in 

Cash, cash equivalents, restricted cash and cash in assets held for sale, beginning of 

Cash, cash equivalents, restricted cash and cash in assets held for sale, end of period (1)     $ 

   restricted cash

   assets held for sale

   period (1)

held for sale. 

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

(1) Refer to Note 2, “Cash, Cash Equivalents and Restricted Cash” for a breakdown of cash, cash equivalents, restricted cash and cash in assets 

46 

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EASTMAN KODAK COMPANY 

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)  

(in millions, except share data) 

Equity (deficit) as of December 31, 2017 

   $ 

  $ 

631   

  $ 

(174 ) 

  $ 

(391 ) 

  $ 

Common 

Stock (1) 

Additional 

Paid in 

Capital 

Accumulated 

Comprehensive 

Deficit 

Treasury 

Stock 

Accumulated 

Other 

Loss 

Series A 

Redeemable 

Convertible 

Preferred 

Stock 

Total 

57   

  $ 

Equity (deficit) as of December 31, 2018 

   $ 

  $ 

617   

  $ 

(200 ) 

  $ 

(411 ) 

  $ 

(9 ) 

  $ 

(3 ) 

  $ 

Net (loss) earnings 

Adjustments due to ASU 2014-09 

Other comprehensive loss (net of tax): 

Currency translation adjustments 

Pension and other postretirement 

   liability adjustments 

Series A preferred stock cash 

   dividends 

   dividends 

Series A preferred stock deemed 

Stock-based compensation 

Net earnings 

Adjustments due to ASU 2016-02 

Other comprehensive loss (net of tax): 

Currency translation adjustments 

Pension and other postretirement 

   liability adjustments 

Series A preferred stock cash and accrued 

   dividends 

   dividends 

Series A preferred stock deemed 

Stock-based compensation 

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

(11 ) 

(9 ) 

6   

—   

—   

—   

—   

(11 ) 

(9 ) 

7   

(16 ) 

(10 ) 

—   

—   

—   

—   

—   

116   

5   

—   

—   

—   

—   

—   

—   

—   

(11 ) 

(9 ) 

—   

—   

—   

—   

—   

6   

(12 ) 

—   

—   

—   

(9 ) 

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

—   

(16 ) 

(10 ) 

(11 ) 

(9 ) 

(11 ) 

(9 ) 

6   

116   

5   

6   

(12 ) 

(11 ) 

(9 ) 

7   

164   

—   

—   

—   

—   

—   

9   

—   

173   

—   

—   

—   

—   

—   

9   

—   

Equity (deficit) as of December 31, 2019 

   $ 

  $ 

604   

  $ 

(79 ) 

  $ 

(417 ) 

  $ 

(9 ) 

  $ 

99   

  $ 

182   

(1)  There are 60 million shares of no par value preferred stock authorized, 2 million of which have been issued.  

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

EASTMAN KODAK COMPANY 
CONSOLIDATED STATEMENT OF CASH FLOW 

(in millions) 
Cash flows from operating activities: 
Net (loss) earnings 
Adjustments to reconcile to net cash used in operating activities: 
Depreciation and amortization 
Pension and other postretirement income 
Change in fair value of embedded conversion features derivative liability 
Asset impairments 
Stock based compensation 
Non-cash changes in workers' compensation and legal reserves 
Net gains on sales of businesses/assets 
Provision for deferred income taxes 
Decrease in trade receivables 
Decrease (increase) in inventories 
Increase (decrease) in trade accounts payable 
Decrease in liabilities excluding borrowings 
Other items, net 
Total adjustments 
Net cash provided by (used in) operating activities 

Cash flows from investing activities: 
Additions to properties 
Net proceeds from sales of businesses/assets, net 
Net cash provided by (used in) investing activities 

Cash flows from financing activities: 
Repayment of emergence credit facilities 
Proceeds from issuance of convertible notes 
Proceeds from other borrowings 
Payment of contingent consideration related to the sale of a business 
Preferred stock dividend payments 
Finance lease payments 
Net cash used in financing activities 
Effect of exchange rate changes on cash, cash equivalents and 
   restricted cash
Net increase (decrease) in cash, cash equivalents, restricted cash and cash in 
   assets held for sale
Cash, cash equivalents, restricted cash and cash in assets held for sale, beginning of 
   period (1)
Cash, cash equivalents, restricted cash and cash in assets held for sale, end of period (1)     $ 

Year Ended December 31, 

2019 

2018 

   $ 

116      $ 

55        
(91 )      
42        
6        
7        
3        
(201 )      
21        
21        
11        
25        
(10 )      
7        
(104 )      
12        

(15 )      
326        
311        

(395 )      
98        
14        
(10 )      
(3 )      
(2 )      
(298 )      

(2 )      

23        

267        
290      $ 

(16 ) 

73   
(106 ) 
—   
13   
6   
(11 ) 
(13 ) 
18   
12   
(9 ) 
(31 ) 
(31 ) 
33   
(46 ) 
(62 ) 

(33 ) 
11   
(22 ) 

—   
—   
—   
—   
(8 ) 
(3 ) 
(11 ) 

(7 ) 

(102 ) 

369   
267   

(1) Refer to Note 2, “Cash, Cash Equivalents and Restricted Cash” for a breakdown of cash, cash equivalents, restricted cash and cash in assets 

held for sale. 

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

46 

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EASTMAN KODAK COMPANY 
CONSOLIDATED STATEMENT OF CASH FLOW (Continued) 

(in millions) 

SUPPLEMENTAL CASH FLOW INFORMATION 

Cash paid for interest and income taxes was: 
Interest, net of portion capitalized of $0 and $1 as of December 31, 2019 and 2018, respectively 
Income taxes (net of refunds) 

   $ 
   $ 

21      $ 
17      $ 

28   
(9 ) 

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

Year Ended December 31, 

2019 

2018 

EASTMAN KODAK COMPANY 

NOTES TO FINANCIAL STATEMENTS 

ACCOUNTING PRINCIPLES 

and “Kodak” refers to the consolidated group,  

BASIS OF CONSOLIDATION 

beneficiary of the entity. 

GOING CONCERN 

business.   

NOTE 1: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the 

United States of America (“U.S. GAAP”).  The following is a description of the significant accounting policies of Kodak. 

When used in this report, unless otherwise indicated by the context, “EKC” means the parent company, Eastman Kodak Company (the “Company”) 

The consolidated financial statements include the accounts of EKC and all companies directly or indirectly controlled by EKC, either through majority 

ownership or otherwise.  Kodak consolidates variable interest entities if Kodak has a controlling financial interest and is determined to be the primary 

The consolidated financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to operate 

as  a going  concern and  which  contemplates  the  realization  of  assets  and  the  satisfaction  of  liabilities  and  commitments  in  the  normal  course  of 

As of both December 31, 2019 and 2018, Kodak had approximately $233 million of cash and cash equivalents.  $72 million and $117 million was 

held in the U.S. as of December 31, 2019 and 2018, respectively, and $161 million and $116 million were held outside the U.S. Cash balances held 

outside the U.S. are generally required to support local country operations and may have high tax costs or other limitations that delay the ability to 

repatriate, and therefore may not be readily available for transfer to other jurisdictions.  Outstanding inter-company loans to the U.S. as of December 

31,  2019  and  2018  were  $408  million  and  $390  million,  respectively,  which  includes  short-term  intercompany  loans  from  Kodak’s  international 

finance center of $110 million and $92 million as of December 31, 2019 and 2018, respectively. In China, where approximately $89 million and $59 

million of cash and cash equivalents was held as of December 31, 2019 and 2018, respectively, there are limitations related to net asset balances 

that may impact the ability to make cash available to other jurisdictions in the world.  Kodak had a net decrease in cash, cash equivalents, restricted 

cash and cash in assets held for sale of $102 million for the year ended December 31, 2018 and an increase in cash, cash equivalents, restricted 

cash and cash in assets held for sale of $23 million for the year ended December 31, 2019.  The current year’s cash provided by operating activities 

of $12 million includes the receipt of brand and functional intellectual property licensing proceeds allocated from the overall consideration received as 

part  of  the  divestiture  of  FPD  ($10  million)  and  the  establishment  of  a  strategic  relationship  with  HuaGuang  ($13  million).    Cash  provided  by 

operating activities in 2019 also includes the receipt of a $15 million prepayment for transition services and products and services to be provided by 

Kodak associated with the FPD divestiture, $3 million of which has not yet been utilized.   

U.S.  GAAP  requires  an  evaluation  of  whether  there  are  conditions  or  events,  considered  in  the  aggregate,  that  raise  substantial  doubt  about  an 

entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not 

consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management 

evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial 

statements are issued, and (2) when implemented,  the plans  will mitigate the relevant conditions or events that raise substantial doubt about the 

entity’s ability to continue as a going concern within one year after the date the financial statements are issued or prior to the conditions or events 

that create the going concern risk.  

Kodak is facing liquidity challenges due to operating losses and low or negative cash flow from operations.  Cash flow from operations in the current 

year benefited from working capital improvements and individual transactions which occurred during the year.  Kodak has eliminated current debt 

service requirements by paying down the loans under the Term Credit Agreement using proceeds from the sale of FPD and refinancing the 

remaining balance through the issuance of convertible debt which does not require any debt service until conversion or maturity on November 1, 

2021.  The Series A Preferred Stock must be redeemed on November 15, 2021 if not converted prior to then.  Kodak has significant cash 

requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations.  Kodak’s plans 

to return to sustainable positive cash flow include growing revenues profitably, reducing operating expenses, simplifying the organizational structure, 

generating cash from selling and leasing underutilized assets and paring investment in new technology by eliminating or delaying product 

development programs.  The current cash balance outside of China, recent trend of low or negative operating cash flow, maturity and redemption 

dates in 2021 for the Convertible Notes and Series A Preferred Stock and lack of certainty regarding a sustainable return to positive cash flow raise 

substantial doubt about Kodak’s ability to continue as a going concern. 

48 

49 

 
  
  
  
  
  
     
  
       
         
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EASTMAN KODAK COMPANY 

CONSOLIDATED STATEMENT OF CASH FLOW (Continued) 

(in millions) 

SUPPLEMENTAL CASH FLOW INFORMATION 

EASTMAN KODAK COMPANY 
NOTES TO FINANCIAL STATEMENTS 

NOTE 1: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

ACCOUNTING PRINCIPLES 

Cash paid for interest and income taxes was: 

Interest, net of portion capitalized of $0 and $1 as of December 31, 2019 and 2018, respectively 

Income taxes (net of refunds) 

   $ 

   $ 

21      $ 

17      $ 

28   

(9 ) 

Year Ended December 31, 

2019 

2018 

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the 
United States of America (“U.S. GAAP”).  The following is a description of the significant accounting policies of Kodak. 

When used in this report, unless otherwise indicated by the context, “EKC” means the parent company, Eastman Kodak Company (the “Company”) 
and “Kodak” refers to the consolidated group,  

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

BASIS OF CONSOLIDATION 

The consolidated financial statements include the accounts of EKC and all companies directly or indirectly controlled by EKC, either through majority 
ownership or otherwise.  Kodak consolidates variable interest entities if Kodak has a controlling financial interest and is determined to be the primary 
beneficiary of the entity. 

GOING CONCERN 

The consolidated financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to operate 
as  a going  concern and  which  contemplates  the  realization  of  assets  and  the  satisfaction  of  liabilities  and  commitments  in  the  normal  course  of 
business.   

As of both December 31, 2019 and 2018, Kodak had approximately $233 million of cash and cash equivalents.  $72 million and $117 million was 
held in the U.S. as of December 31, 2019 and 2018, respectively, and $161 million and $116 million were held outside the U.S. Cash balances held 
outside the U.S. are generally required to support local country operations and may have high tax costs or other limitations that delay the ability to 
repatriate, and therefore may not be readily available for transfer to other jurisdictions.  Outstanding inter-company loans to the U.S. as of December 
31,  2019  and  2018  were  $408  million  and  $390  million,  respectively,  which  includes  short-term  intercompany  loans  from  Kodak’s  international 
finance center of $110 million and $92 million as of December 31, 2019 and 2018, respectively. In China, where approximately $89 million and $59 
million of cash and cash equivalents was held as of December 31, 2019 and 2018, respectively, there are limitations related to net asset balances 
that may impact the ability to make cash available to other jurisdictions in the world.  Kodak had a net decrease in cash, cash equivalents, restricted 
cash and cash in assets held for sale of $102 million for the year ended December 31, 2018 and an increase in cash, cash equivalents, restricted 
cash and cash in assets held for sale of $23 million for the year ended December 31, 2019.  The current year’s cash provided by operating activities 
of $12 million includes the receipt of brand and functional intellectual property licensing proceeds allocated from the overall consideration received as 
part  of  the  divestiture  of  FPD  ($10  million)  and  the  establishment  of  a  strategic  relationship  with  HuaGuang  ($13  million).    Cash  provided  by 
operating activities in 2019 also includes the receipt of a $15 million prepayment for transition services and products and services to be provided by 
Kodak associated with the FPD divestiture, $3 million of which has not yet been utilized.   

U.S.  GAAP  requires  an  evaluation  of  whether  there  are  conditions  or  events,  considered  in  the  aggregate,  that  raise  substantial  doubt  about  an 
entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not 
consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management 
evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial 
statements are issued, and (2) when implemented,  the plans will mitigate the relevant conditions or events that raise substantial doubt about the 
entity’s ability to continue as a going concern within one year after the date the financial statements are issued or prior to the conditions or events 
that create the going concern risk.  

Kodak is facing liquidity challenges due to operating losses and low or negative cash flow from operations.  Cash flow from operations in the current 
year benefited from working capital improvements and individual transactions which occurred during the year.  Kodak has eliminated current debt 
service requirements by paying down the loans under the Term Credit Agreement using proceeds from the sale of FPD and refinancing the 
remaining balance through the issuance of convertible debt which does not require any debt service until conversion or maturity on November 1, 
2021.  The Series A Preferred Stock must be redeemed on November 15, 2021 if not converted prior to then.  Kodak has significant cash 
requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations.  Kodak’s plans 
to return to sustainable positive cash flow include growing revenues profitably, reducing operating expenses, simplifying the organizational structure, 
generating cash from selling and leasing underutilized assets and paring investment in new technology by eliminating or delaying product 
development programs.  The current cash balance outside of China, recent trend of low or negative operating cash flow, maturity and redemption 
dates in 2021 for the Convertible Notes and Series A Preferred Stock and lack of certainty regarding a sustainable return to positive cash flow raise 
substantial doubt about Kodak’s ability to continue as a going concern. 

48 

49 

 
  
  
  
  
  
     
  
       
         
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RECLASSIFICATIONS 

Kodak calculates depreciation expense using the straight-line method over the assets’ estimated useful lives, which are as follows: 

Certain amounts for prior periods have been reclassified to conform to the current period classification due to Kodak’s new organization structure as 
of January 2019 and due to assets held for sale reporting requirements.  

In addition to the changes in segment reporting under the new organization structure there is a change in the segment measure of profitability.  The 
segment measure of profitability was changed to exclude the costs, net of any rental income received, of underutilized portions of certain properties. 
Additionally, the allocation of costs from Eastman Business Park (“EBP”) to the Brand, Film and Imaging segment and Advanced Materials and 3D 
Printing Technology segment as tenants of EBP and to each of the segments as users of shared corporate space at the global headquarters 
changed.  Refer to Note 27, “Segment Information” for additional information. 

USE OF ESTIMATES 

The preparation of financial statements in conformity with U.S. GAAP accounting requires management to make estimates and assumptions that 
affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at year end and the reported amounts of 
revenues and expenses during the reporting periods presented.  Actual results could differ from these estimates. 

GOODWILL 

FOREIGN CURRENCY 

For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries 
and branches are translated into U.S. dollars as follows: assets and liabilities at year-end exchange rates; revenue, expenses and cash flows at 
average exchange rates; and shareholders’ equity at historical exchange rates.  For those subsidiaries for which the local currency is the functional 
currency, the resulting translation adjustment is recorded as a component of Accumulated other comprehensive loss in the accompanying 
Consolidated Statement of Financial Position. 

For certain other subsidiaries and branches outside the U.S., operations are conducted primarily in U.S. dollars, which is therefore the functional 
currency.  Monetary assets and liabilities of these foreign subsidiaries and branches, which are recorded in local currency, are remeasured at year-
end exchange rates, while the related revenue, expense, and gain and loss accounts, which are recorded in local currency, are remeasured at 
average exchange rates.  Non-monetary assets and liabilities, and the related revenue, expense, and gain and loss accounts, are remeasured at 
historical exchange rates.  Adjustments that result from the remeasurement of the assets and liabilities of these subsidiaries are included in Other 
charges, net in the accompanying Consolidated Statement of Operations. 

The effects of foreign currency transactions, including related hedging activities, are included in Other charges, net, in the accompanying 
Consolidated Statement of Operations. 

CONCENTRATION OF CREDIT RISK 

Financial instruments that potentially subject Kodak to significant concentrations of credit risk consist principally of cash and cash equivalents, 
receivables, restricted cash and derivative instruments.  Kodak places its cash, cash equivalents and restricted cash with high-quality financial 
institutions and limits the amount of credit exposure to any one institution.  With respect to receivables, such receivables arise from sales to 
numerous customers in a variety of industries, markets, and geographies around the world.  Receivables arising from these sales are generally not 
collateralized.  Kodak performs ongoing credit evaluations of its customers’ financial conditions and maintains reserves for potential credit losses and 
such losses, in the aggregate, have not exceeded management’s expectations.  Counterparties to the derivative instrument contracts are major 
financial institutions.  Kodak has not experienced non-performance by any of its derivative instrument counterparties. 

Financial Position.  

LEASES 

Kodak as lessee 

CASH EQUIVALENTS 

All highly liquid investments with a remaining maturity of three months or less at date of purchase are considered to be cash equivalents. 

INVENTORIES 

Inventories are stated at the lower of cost or market.  The cost of all of Kodak’s inventories is determined by the average cost method, which 
approximates current cost.  Kodak provides inventory reserves for excess, obsolete or slow-moving inventory based on changes in customer 
demand, technology developments or other economic factors. 

PROPERTY, PLANT AND EQUIPMENT 

Property, plant and equipment are recorded at cost, net of accumulated depreciation.  Kodak capitalizes additions and improvements while 
maintenance and repairs are charged to expense as incurred.  Upon sale or other disposition, the applicable amounts of asset cost and accumulated 
depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to net (loss) earnings. 

Buildings and building improvements 

Land improvements 

Leasehold improvements 

Equipment 

Tooling 

Furniture and fixtures 

Estimated Useful 

Lives 

5-40 

4-20 

3-20 

3-20 

1-3 

5-10 

Kodak depreciates leasehold improvements over the shorter of the lease term or the assets’ estimated useful life. 

Goodwill is not amortized but is required to be assessed for impairment at least annually and whenever events or changes in circumstances occur 

that would more likely than not reduce the fair value of the reporting unit below its carrying amount. 

When testing goodwill for impairment, Kodak may assess qualitative factors for some or all of its reporting units to determine whether it is more likely 

than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill.  If 

Kodak determines based on this qualitative test of impairment that it is more likely than not that a reporting unit’s fair value is less than its carrying 

amount or elects to bypass the qualitative assessment for some or all of its reporting units, then a quantitative goodwill impairment test is performed 

to test for a potential impairment of goodwill.  The amount of goodwill impairment, if any, is calculated as the amount by which a reporting unit’s 

carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  Determining the fair value of a reporting unit involves the use of 

significant estimates and assumptions.  Refer to Note 5, “Goodwill and Other Intangible Assets”. 

WORKERS’ COMPENSATION 

Kodak self-insures and participates in high-deductible insurance programs with retention and per occurrence deductible levels for claims related to 

workers’ compensation. The estimated liability for workers’ compensation is based on actuarially estimated, discounted cost of claims, including 

claims incurred but not reported.   Historical loss development factors are utilized to project the future development of incurred losses, and the 

amounts are adjusted based on actual claim experience, settlements, claim development trends, changes in state regulations and judicial 

interpretations.  Refer to Note 7, “Other Current Liabilities” and Note 8, “Other Long-Term Liabilities” for the estimated liabilities.  Amounts 

recoverable from insurance companies or third parties are estimated using historical experience and estimates of future recoveries.  Estimated 

recoveries are not offset against the related accrual.  The amount recorded for the estimated recoveries at December 31, 2019 and 2018 was $21 

million and $20 million, respectively, of which $18 million and $17 million, respectively, is reported in Other long-term assets in the Consolidated 

Statement of Financial Position.  The remaining $3 million at each year end is reported in Other current assets in the Consolidated Statement of 

Kodak determines if an arrangement is a lease at inception. The primary criteria used to classify transactions as operating or finance leases are: (1) 

whether the ownership transfers at the end of the lease, (2) whether the lease term is equal to or greater than 75% of the economic life of the asset, 

and (3) whether the present value of the minimum lease payments is equal to or greater than 90% of the fair value of the asset at inception of the 

lease.  Kodak does not have leases that include assets of a specialized nature, generally does not provide residual value guarantees or have any 

leases for which the exercise of end-of-lease purchase options is reasonably assured at lease inception. 

Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make 

lease payments arising from the lease.  ROU assets and liabilities are recognized at the lease commencement date based on the present value of 

lease payments over the lease term.  The operating lease ROU assets exclude lease incentives.  Variable lease payments are also excluded from 

the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.   

Kodak’s lease agreements are primarily for real estate space and vehicles.  Arrangements for goods and services are also assessed to determine if 

the arrangement contains a lease at its inception.  Operating leases are included within Operating lease right-of-use assets, Current portion of 

operating leases and Operating leases, net of current portion in the Consolidated Statement of Financial Position.  Finance leases are included in 

Property, plant and equipment, net, Short-term borrowings and current portion of long-term debt and Long-term debt, net of current portion in the 

Consolidated Statement of Financial Position. 

When available, the rate implicit in the lease is used to discount lease payments to present value; however, many leases do not provide a readily 

determinable implicit rate. Therefore, Kodak applies its incremental borrowing rate to discount the lease payments at lease commencement.   

50 

51 

 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
 
  
 
 
 
RECLASSIFICATIONS 

Kodak calculates depreciation expense using the straight-line method over the assets’ estimated useful lives, which are as follows: 

Certain amounts for prior periods have been reclassified to conform to the current period classification due to Kodak’s new organization structure as 

of January 2019 and due to assets held for sale reporting requirements.  

In addition to the changes in segment reporting under the new organization structure there is a change in the segment measure of profitability.  The 

segment measure of profitability was changed to exclude the costs, net of any rental income received, of underutilized portions of certain properties. 

Additionally, the allocation of costs from Eastman Business Park (“EBP”) to the Brand, Film and Imaging segment and Advanced Materials and 3D 

Printing Technology segment as tenants of EBP and to each of the segments as users of shared corporate space at the global headquarters 

changed.  Refer to Note 27, “Segment Information” for additional information. 

The preparation of financial statements in conformity with U.S. GAAP accounting requires management to make estimates and assumptions that 

affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at year end and the reported amounts of 

revenues and expenses during the reporting periods presented.  Actual results could differ from these estimates. 

USE OF ESTIMATES 

FOREIGN CURRENCY 

For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries 

and branches are translated into U.S. dollars as follows: assets and liabilities at year-end exchange rates; revenue, expenses and cash flows at 

average exchange rates; and shareholders’ equity at historical exchange rates.  For those subsidiaries for which the local currency is the functional 

currency, the resulting translation adjustment is recorded as a component of Accumulated other comprehensive loss in the accompanying 

Consolidated Statement of Financial Position. 

For certain other subsidiaries and branches outside the U.S., operations are conducted primarily in U.S. dollars, which is therefore the functional 

currency.  Monetary assets and liabilities of these foreign subsidiaries and branches, which are recorded in local currency, are remeasured at year-

end exchange rates, while the related revenue, expense, and gain and loss accounts, which are recorded in local currency, are remeasured at 

average exchange rates.  Non-monetary assets and liabilities, and the related revenue, expense, and gain and loss accounts, are remeasured at 

historical exchange rates.  Adjustments that result from the remeasurement of the assets and liabilities of these subsidiaries are included in Other 

charges, net in the accompanying Consolidated Statement of Operations. 

The effects of foreign currency transactions, including related hedging activities, are included in Other charges, net, in the accompanying 

Consolidated Statement of Operations. 

CONCENTRATION OF CREDIT RISK 

Financial instruments that potentially subject Kodak to significant concentrations of credit risk consist principally of cash and cash equivalents, 

receivables, restricted cash and derivative instruments.  Kodak places its cash, cash equivalents and restricted cash with high-quality financial 

institutions and limits the amount of credit exposure to any one institution.  With respect to receivables, such receivables arise from sales to 

numerous customers in a variety of industries, markets, and geographies around the world.  Receivables arising from these sales are generally not 

collateralized.  Kodak performs ongoing credit evaluations of its customers’ financial conditions and maintains reserves for potential credit losses and 

such losses, in the aggregate, have not exceeded management’s expectations.  Counterparties to the derivative instrument contracts are major 

financial institutions.  Kodak has not experienced non-performance by any of its derivative instrument counterparties. 

All highly liquid investments with a remaining maturity of three months or less at date of purchase are considered to be cash equivalents. 

CASH EQUIVALENTS 

INVENTORIES 

Inventories are stated at the lower of cost or market.  The cost of all of Kodak’s inventories is determined by the average cost method, which 

approximates current cost.  Kodak provides inventory reserves for excess, obsolete or slow-moving inventory based on changes in customer 

demand, technology developments or other economic factors. 

PROPERTY, PLANT AND EQUIPMENT 

Property, plant and equipment are recorded at cost, net of accumulated depreciation.  Kodak capitalizes additions and improvements while 

maintenance and repairs are charged to expense as incurred.  Upon sale or other disposition, the applicable amounts of asset cost and accumulated 

depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to net (loss) earnings. 

Buildings and building improvements 
Land improvements 
Leasehold improvements 
Equipment 
Tooling 
Furniture and fixtures 

Estimated Useful 
Lives 
5-40 
4-20 
3-20 
3-20 
1-3 
5-10 

Kodak depreciates leasehold improvements over the shorter of the lease term or the assets’ estimated useful life. 

GOODWILL 

Goodwill is not amortized but is required to be assessed for impairment at least annually and whenever events or changes in circumstances occur 
that would more likely than not reduce the fair value of the reporting unit below its carrying amount. 

When testing goodwill for impairment, Kodak may assess qualitative factors for some or all of its reporting units to determine whether it is more likely 
than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill.  If 
Kodak determines based on this qualitative test of impairment that it is more likely than not that a reporting unit’s fair value is less than its carrying 
amount or elects to bypass the qualitative assessment for some or all of its reporting units, then a quantitative goodwill impairment test is performed 
to test for a potential impairment of goodwill.  The amount of goodwill impairment, if any, is calculated as the amount by which a reporting unit’s 
carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  Determining the fair value of a reporting unit involves the use of 
significant estimates and assumptions.  Refer to Note 5, “Goodwill and Other Intangible Assets”. 

WORKERS’ COMPENSATION 

Kodak self-insures and participates in high-deductible insurance programs with retention and per occurrence deductible levels for claims related to 
workers’ compensation. The estimated liability for workers’ compensation is based on actuarially estimated, discounted cost of claims, including 
claims incurred but not reported.   Historical loss development factors are utilized to project the future development of incurred losses, and the 
amounts are adjusted based on actual claim experience, settlements, claim development trends, changes in state regulations and judicial 
interpretations.  Refer to Note 7, “Other Current Liabilities” and Note 8, “Other Long-Term Liabilities” for the estimated liabilities.  Amounts 
recoverable from insurance companies or third parties are estimated using historical experience and estimates of future recoveries.  Estimated 
recoveries are not offset against the related accrual.  The amount recorded for the estimated recoveries at December 31, 2019 and 2018 was $21 
million and $20 million, respectively, of which $18 million and $17 million, respectively, is reported in Other long-term assets in the Consolidated 
Statement of Financial Position.  The remaining $3 million at each year end is reported in Other current assets in the Consolidated Statement of 
Financial Position.  

LEASES 

Kodak as lessee 
Kodak determines if an arrangement is a lease at inception. The primary criteria used to classify transactions as operating or finance leases are: (1) 
whether the ownership transfers at the end of the lease, (2) whether the lease term is equal to or greater than 75% of the economic life of the asset, 
and (3) whether the present value of the minimum lease payments is equal to or greater than 90% of the fair value of the asset at inception of the 
lease.  Kodak does not have leases that include assets of a specialized nature, generally does not provide residual value guarantees or have any 
leases for which the exercise of end-of-lease purchase options is reasonably assured at lease inception. 

Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make 
lease payments arising from the lease.  ROU assets and liabilities are recognized at the lease commencement date based on the present value of 
lease payments over the lease term.  The operating lease ROU assets exclude lease incentives.  Variable lease payments are also excluded from 
the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.   

Kodak’s lease agreements are primarily for real estate space and vehicles.  Arrangements for goods and services are also assessed to determine if 
the arrangement contains a lease at its inception.  Operating leases are included within Operating lease right-of-use assets, Current portion of 
operating leases and Operating leases, net of current portion in the Consolidated Statement of Financial Position.  Finance leases are included in 
Property, plant and equipment, net, Short-term borrowings and current portion of long-term debt and Long-term debt, net of current portion in the 
Consolidated Statement of Financial Position. 

When available, the rate implicit in the lease is used to discount lease payments to present value; however, many leases do not provide a readily 
determinable implicit rate. Therefore, Kodak applies its incremental borrowing rate to discount the lease payments at lease commencement.   

50 

51 

 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
 
  
 
 
 
The incremental borrowing rate is the rate of interest that EKC would have to pay to borrow, on a collateralized basis, over a similar term.  Lease 
renewal or extension options and/or termination options are factored into the determination of lease payments only if reasonably certain to be 
exercised.   

Rental expense related to operating leases is recognized on a straight-line basis over the lease term.  The lease agreements have both lease and 
non-lease components.  Kodak does not separate lease and non-lease components of contracts for real estate leases but does separate lease and 
non-lease components for equipment leases.  

Kodak as Lessor 
Kodak places its own equipment at customer sites under sales-type and operating lease arrangements.  Arrangements classified as sales-type 
leases with revenue recognition at inception generally transfer title to the equipment by the end of the lease term or have a lease term that is for a 
major part of the remaining economic life of the equipment; and collectability is considered probable.  If the arrangement meets the criteria for a 
sales-type lease but collectability is not considered probable, Kodak will not derecognize the asset and will record all payments received as a liability 
until the earlier of collectability becoming probable or the termination of the lease.  Arrangements that do not meet the sales-type lease criteria are 
classified as operating leases with revenue recognized over the term.  Contracts with customers may include multiple performance obligations 
including equipment, optional software licenses and service agreements.  For such arrangements, revenue is allocated to each performance 
obligation based on its relative standalone selling price.  

The Eastman Business Park segment’s core operations are to lease real estate. Kodak also leases underutilized portions of other real estate 
properties to third parties under both operating lease and sublease agreements. Payments received under operating lease agreements as part of the 
Eastman Business Park segment are recognized on a straight-line basis over the term and are reported in Revenues in the Consolidated Statement 
of Operations.  Payments received under lease and sublease agreements for underutilized space are recognized on a straight-line basis and 
reported as cost reductions in Cost of revenues, SG&A expenses, R&D costs and Other charges, net. 

above). 

Renewal options and/or termination options are factored into the determination of lease payments if considered probable.  Kodak does not separate 
lease and non-lease components of contracts for real estate leases but does separate lease and non-lease components for equipment leases. 

Equipment subject to operating leases consists of equipment rented to customers.  Equipment subject to operating leases is included in Property, 
plant and equipment, net in the Consolidated Statement of Financial Position and is depreciated to estimated residual value over its expected useful 
life.  Equipment operating lease terms and depreciable lives generally vary from 3 to 7 years. 

REVENUE 

Kodak’s revenue transactions include sales of products (such as components and consumables for use in Kodak and other manufacturers’ 
equipment and film-based products), equipment, software, services, integrated solutions, intellectual property and brand licensing; and real estate 
management activities.  Revenue from services includes extended warranty, customer support and maintenance agreements, consulting, business 
process services, training and education.  

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration 
Kodak expects to be entitled to in exchange for those goods or services.  

For product sales (such as plates, film, inks, chemicals and other consumables) revenue is recognized when control has transferred from Kodak to 
the buyer, which may be upon shipment or upon delivery to the customer site, based on contract terms or legal requirements in certain jurisdictions. 
Service revenue is recognized using the time-based method ratably over the contractual period as it best depicts when the customer receives the 
benefit from the service.  Service revenue for time and materials-based agreements is recognized as services are performed.  

Equipment is generally dependent on, and interrelated with, the underlying operating system (firmware) and cannot function without the operating 
system. In these cases, the hardware and software license are accounted for as a single performance obligation. Contracts with customers may 
include multiple performance obligations including equipment and optional software licenses and service agreements. Service agreements may be 
prepaid or paid over-time and range from three months to six years. For such arrangements, revenue is allocated to each performance obligation 
based on its relative standalone selling price.  Kodak applies the residual allocation method for sales of certain complex, highly customized     
equipment due to significant variability in pricing.  Standalone selling prices are based on the prices charged to customers or using expected cost-
plus margin.  

For non-complex equipment installations and software sales (Prepress and Prosper Components and Kodak Software) businesses revenue is 
recognized when control of each distinct performance obligation has transferred from Kodak to the buyer, which is generally met when the 
equipment or software is delivered and installed at the customer site as delivery and installation generally occur within the same period.  For complex 
equipment installations or integrated software solutions (Prosper Presses, Electrophotographic Printing Solutions Printers, Kodak Software) revenue 
is deferred until receipt of customer acceptance and control has transferred to the buyer.  

Software licenses are sold both in bundled equipment arrangements as discussed above or on a stand-alone basis (Kodak Software).  Software 

licenses are generally perpetual and are usually sold with post-contract support services (“PCS”) which are considered distinct performance 

obligations as the customer’s use of the existing software is not dependent upon future upgrades. Kodak recognizes software revenue at the time 

that the customer obtains control over the software which generally occurs upon installation while revenue allocated to the PCS is recognized over 

the service period. 

In service arrangements such as consulting or business process services (Kodak Technology Solutions business) where final acceptance by the 

customer is required, revenue is deferred until all acceptance criteria have been met and Kodak has a legal right to payment.  

Kodak’s licensing revenue is comprised of software licenses as discussed above, licenses to use functional intellectual property (e.g. patents and 

technical know-how) and licenses to use symbolic intellectual property (e.g. brand names and trademarks) (Consumer and Film businesses).  The 

timing and the amount of revenue recognized from the licensing of intellectual property depends upon a variety of factors, including the nature of the 

performance obligations (functional vs. symbolic licenses), specific terms of each agreement, and the payment terms. Aside from software licenses 

discussed above, Kodak’s functional licenses generally provide the right to use functional intellectual property; therefore, non-sales/usage-based 

revenue is recognized when the customer has the right to use the intellectual property while sales and usage-based royalties are recognized in the 

period the related sales and usage occurs.  Revenue for symbolic licenses such as brand licenses are recognized over time.  

Real estate management revenue consists primarily of tenant lease income, common area maintenance charges and utilities.  Usage based revenue 

is recognized as earned while tenant lease income is recognized on a straight-line basis over the lease term (Refer to Leases; Kodak as Lessor 

Deferred revenue is recorded when cash payments are received in advance of satisfying performance obligations such as deposits required in 

advance on equipment orders, prepaid service contracts, prepaid tenant lease income or prepaid royalties on intellectual property arrangements. 

Interest expense is imputed for payments received greater than one year in advance of performance.  

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. Kodak applies 

the practical expedient with respect to implied financial components and only imputes interest for payment terms greater than one year.  

Sales and usage-based taxes are excluded from revenues. Certain customers may receive cash-based incentives or credits, which are accounted 

for as variable consideration. Kodak estimates these amounts based on the expected amount to be provided to customers. 

Kodak expenses sales commissions when incurred if the amortization period would be one year or less. These costs are recorded in Selling, general 

and administrative expenses. Kodak accrues the estimated cost of post-sale obligations, including basic product warranties, at the time of revenue 

recognition. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales.  

Kodak does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or for 

which revenue is recognized at the amount to which Kodak has the right to invoice for services performed. Performance obligations with an original 

expected length of greater than one year generally consist of deferred service contracts, operating leases and licensing arrangements. As of 

December 31, 2019, there was approximately $75 million of unrecognized revenue from unsatisfied performance obligations. Approximately 35% of 

the revenue from unsatisfied performance obligations is expected to be recognized in 2020, 25% in 2021, 15% in 2022 and 25% thereafter. 

RESEARCH AND DEVELOPMENT COSTS 

R&D costs, which include costs incurred in connection with new product development, fundamental and exploratory research, process improvement, 

product use technology and product accreditation, are expensed in the period in which they are incurred. 

Advertising costs are expensed as incurred and are included in Selling, general and administrative expenses in the accompanying Consolidated 

Statement of Operations.  Advertising expenses amounted to $5 million and $4 million for the years ended December 31, 2019 and 2018, 

Amounts charged to customers and costs incurred by Kodak related to shipping and handling are included in net sales and cost of sales, 

The carrying values of long-lived assets, other than goodwill and intangible assets with indefinite useful lives, are reviewed for impairment whenever 

events or changes in circumstances indicate that the carrying values may not be recoverable. 

ADVERTISING 

respectively.   

respectively. 

SHIPPING AND HANDLING COSTS 

IMPAIRMENT OF LONG-LIVED ASSETS 

52 

53 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The incremental borrowing rate is the rate of interest that EKC would have to pay to borrow, on a collateralized basis, over a similar term.  Lease 

renewal or extension options and/or termination options are factored into the determination of lease payments only if reasonably certain to be 

exercised.   

Rental expense related to operating leases is recognized on a straight-line basis over the lease term.  The lease agreements have both lease and 

non-lease components.  Kodak does not separate lease and non-lease components of contracts for real estate leases but does separate lease and 

non-lease components for equipment leases.  

Kodak as Lessor 

Kodak places its own equipment at customer sites under sales-type and operating lease arrangements.  Arrangements classified as sales-type 

leases with revenue recognition at inception generally transfer title to the equipment by the end of the lease term or have a lease term that is for a 

major part of the remaining economic life of the equipment; and collectability is considered probable.  If the arrangement meets the criteria for a 

sales-type lease but collectability is not considered probable, Kodak will not derecognize the asset and will record all payments received as a liability 

until the earlier of collectability becoming probable or the termination of the lease.  Arrangements that do not meet the sales-type lease criteria are 

classified as operating leases with revenue recognized over the term.  Contracts with customers may include multiple performance obligations 

including equipment, optional software licenses and service agreements.  For such arrangements, revenue is allocated to each performance 

obligation based on its relative standalone selling price.  

The Eastman Business Park segment’s core operations are to lease real estate. Kodak also leases underutilized portions of other real estate 

properties to third parties under both operating lease and sublease agreements. Payments received under operating lease agreements as part of the 

Eastman Business Park segment are recognized on a straight-line basis over the term and are reported in Revenues in the Consolidated Statement 

of Operations.  Payments received under lease and sublease agreements for underutilized space are recognized on a straight-line basis and 

reported as cost reductions in Cost of revenues, SG&A expenses, R&D costs and Other charges, net. 

Renewal options and/or termination options are factored into the determination of lease payments if considered probable.  Kodak does not separate 

lease and non-lease components of contracts for real estate leases but does separate lease and non-lease components for equipment leases. 

Equipment subject to operating leases consists of equipment rented to customers.  Equipment subject to operating leases is included in Property, 

plant and equipment, net in the Consolidated Statement of Financial Position and is depreciated to estimated residual value over its expected useful 

life.  Equipment operating lease terms and depreciable lives generally vary from 3 to 7 years. 

REVENUE 

Kodak’s revenue transactions include sales of products (such as components and consumables for use in Kodak and other manufacturers’ 

equipment and film-based products), equipment, software, services, integrated solutions, intellectual property and brand licensing; and real estate 

management activities.  Revenue from services includes extended warranty, customer support and maintenance agreements, consulting, business 

process services, training and education.  

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration 

Kodak expects to be entitled to in exchange for those goods or services.  

For product sales (such as plates, film, inks, chemicals and other consumables) revenue is recognized when control has transferred from Kodak to 

the buyer, which may be upon shipment or upon delivery to the customer site, based on contract terms or legal requirements in certain jurisdictions. 

Service revenue is recognized using the time-based method ratably over the contractual period as it best depicts when the customer receives the 

benefit from the service.  Service revenue for time and materials-based agreements is recognized as services are performed.  

Equipment is generally dependent on, and interrelated with, the underlying operating system (firmware) and cannot function without the operating 

system. In these cases, the hardware and software license are accounted for as a single performance obligation. Contracts with customers may 

include multiple performance obligations including equipment and optional software licenses and service agreements. Service agreements may be 

prepaid or paid over-time and range from three months to six years. For such arrangements, revenue is allocated to each performance obligation 

based on its relative standalone selling price.  Kodak applies the residual allocation method for sales of certain complex, highly customized     

equipment due to significant variability in pricing.  Standalone selling prices are based on the prices charged to customers or using expected cost-

plus margin.  

For non-complex equipment installations and software sales (Prepress and Prosper Components and Kodak Software) businesses revenue is 

recognized when control of each distinct performance obligation has transferred from Kodak to the buyer, which is generally met when the 

equipment or software is delivered and installed at the customer site as delivery and installation generally occur within the same period.  For complex 

equipment installations or integrated software solutions (Prosper Presses, Electrophotographic Printing Solutions Printers, Kodak Software) revenue 

is deferred until receipt of customer acceptance and control has transferred to the buyer.  

Software licenses are sold both in bundled equipment arrangements as discussed above or on a stand-alone basis (Kodak Software).  Software 
licenses are generally perpetual and are usually sold with post-contract support services (“PCS”) which are considered distinct performance 
obligations as the customer’s use of the existing software is not dependent upon future upgrades. Kodak recognizes software revenue at the time 
that the customer obtains control over the software which generally occurs upon installation while revenue allocated to the PCS is recognized over 
the service period. 

In service arrangements such as consulting or business process services (Kodak Technology Solutions business) where final acceptance by the 
customer is required, revenue is deferred until all acceptance criteria have been met and Kodak has a legal right to payment.  

Kodak’s licensing revenue is comprised of software licenses as discussed above, licenses to use functional intellectual property (e.g. patents and 
technical know-how) and licenses to use symbolic intellectual property (e.g. brand names and trademarks) (Consumer and Film businesses).  The 
timing and the amount of revenue recognized from the licensing of intellectual property depends upon a variety of factors, including the nature of the 
performance obligations (functional vs. symbolic licenses), specific terms of each agreement, and the payment terms. Aside from software licenses 
discussed above, Kodak’s functional licenses generally provide the right to use functional intellectual property; therefore, non-sales/usage-based 
revenue is recognized when the customer has the right to use the intellectual property while sales and usage-based royalties are recognized in the 
period the related sales and usage occurs.  Revenue for symbolic licenses such as brand licenses are recognized over time.  

Real estate management revenue consists primarily of tenant lease income, common area maintenance charges and utilities.  Usage based revenue 
is recognized as earned while tenant lease income is recognized on a straight-line basis over the lease term (Refer to Leases; Kodak as Lessor 
above). 

Deferred revenue is recorded when cash payments are received in advance of satisfying performance obligations such as deposits required in 
advance on equipment orders, prepaid service contracts, prepaid tenant lease income or prepaid royalties on intellectual property arrangements. 
Interest expense is imputed for payments received greater than one year in advance of performance.  

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. Kodak applies 
the practical expedient with respect to implied financial components and only imputes interest for payment terms greater than one year.  

Sales and usage-based taxes are excluded from revenues. Certain customers may receive cash-based incentives or credits, which are accounted 
for as variable consideration. Kodak estimates these amounts based on the expected amount to be provided to customers. 

Kodak expenses sales commissions when incurred if the amortization period would be one year or less. These costs are recorded in Selling, general 
and administrative expenses. Kodak accrues the estimated cost of post-sale obligations, including basic product warranties, at the time of revenue 
recognition. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales.  

Kodak does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or for 
which revenue is recognized at the amount to which Kodak has the right to invoice for services performed. Performance obligations with an original 
expected length of greater than one year generally consist of deferred service contracts, operating leases and licensing arrangements. As of 
December 31, 2019, there was approximately $75 million of unrecognized revenue from unsatisfied performance obligations. Approximately 35% of 
the revenue from unsatisfied performance obligations is expected to be recognized in 2020, 25% in 2021, 15% in 2022 and 25% thereafter. 

RESEARCH AND DEVELOPMENT COSTS 

R&D costs, which include costs incurred in connection with new product development, fundamental and exploratory research, process improvement, 
product use technology and product accreditation, are expensed in the period in which they are incurred. 

ADVERTISING 

Advertising costs are expensed as incurred and are included in Selling, general and administrative expenses in the accompanying Consolidated 
Statement of Operations.  Advertising expenses amounted to $5 million and $4 million for the years ended December 31, 2019 and 2018, 
respectively.   

SHIPPING AND HANDLING COSTS 

Amounts charged to customers and costs incurred by Kodak related to shipping and handling are included in net sales and cost of sales, 
respectively. 

IMPAIRMENT OF LONG-LIVED ASSETS 

The carrying values of long-lived assets, other than goodwill and intangible assets with indefinite useful lives, are reviewed for impairment whenever 
events or changes in circumstances indicate that the carrying values may not be recoverable. 

52 

53 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The recoverability of the carrying values of long-lived assets is assessed by first grouping long-lived assets with other assets and liabilities at the 
lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the asset group) and, secondly, 
by estimating the undiscounted future cash flows that are directly associated with and that are expected to arise from the use of and eventual 
disposition of such asset group.  Kodak estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset 
group.  If the carrying value of the asset group exceeds the estimated undiscounted cash flows, Kodak records an impairment charge to the extent 
the carrying value of the long-lived asset exceeds its fair value.  Kodak determines fair value through quoted market prices in active markets or, if 
quoted market prices are unavailable, through the performance of internal analyses of discounted cash flows. 

The remaining useful lives of long-lived assets are reviewed in connection with the assessment of recoverability of long-lived assets and the ongoing 
strategic review of the business and operations.  If the review indicates that the remaining useful life of the long-lived asset has changed significantly, 
the depreciation on that asset is adjusted to facilitate full cost recovery over its revised estimated remaining useful life. 

The carrying values of indefinite-lived intangible assets are evaluated for potential impairment annually or whenever events or changes in 
circumstances indicate that it is more likely than not that the asset is impaired. Refer to Note 5, “Goodwill and Other Intangible Assets.” 

INCOME TAXES 

Kodak recognizes deferred tax liabilities and assets for the expected future tax consequences of operating losses, credit carry-forwards and 
temporary differences between the carrying amounts and tax basis of Kodak’s assets and liabilities.  Kodak records a valuation allowance to reduce 
its net deferred tax assets to the amount that is more likely than not to be realized.  For discussion of the amounts and components of the valuation 
allowances as of December 31, 2019 and 2018, refer to Note 18, “Income Taxes.” 

The undistributed earnings of Kodak’s foreign subsidiaries are not considered permanently reinvested.  Kodak has recognized a deferred tax liability 
(net of related foreign tax credits) on the foreign subsidiaries’ undistributed earnings.  

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS  

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2018-02, “Income Statement—
Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The ASU 
addresses certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act (the 
“2017 Tax Act”). The ASU provides an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of 
the change in the U.S. federal corporate income tax rate in the 2017 Tax Act (or portion thereof) is recorded and requires additional disclosures. The 
ASU is effective for fiscal years beginning after December 15, 2018 (January 1, 2019 for Kodak) and interim periods within those fiscal years. Kodak 
adopted the new standard on January 1, 2019.  The adoption of this ASU did not have an impact on the Consolidated Financial Statements as a 
result of Kodak’s U.S. valuation allowance. 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Topic 842 (as amended by ASU’s 2018-01, 10, 11 and 20 and ASU 2019-01) 

requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain 

real estate-specific provisions.  The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing 

guidance for sales-type leases and operating leases.  The new leasing standard is effective for fiscal years, and for interim periods within those fiscal 

years, beginning after December 15, 2018 (January 1, 2019 for Kodak).  The original guidance required application on a modified retrospective basis 

to the earliest period presented. ASU 2018-11, Targeted improvements to ASC 842, includes an option to not restate comparative periods in 

transition and elect to use the effective date of ASC 842 as the date of initial application of transition. Kodak adopted the new standard on the 

effective date applying the new transition method allowed under ASU 2018-11.  Kodak elected the package of practical expedients which permitted 

Kodak to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any existing leases, and (3) 

any initial direct costs for any existing leases as of the effective date.  Kodak did not elect the hindsight practical expedient which permits entities to 

use hindsight in determining the lease term and assessing impairment.  The adoption of the amended lease guidance increased the assets and 

liabilities recorded in the Consolidated Statement of Financial Position due to the recognition of lessee operating right-of-use assets and lease 

liabilities. Kodak recognized a cumulative-effect adjustment to increase retained earnings of approximately $5 million due to the derecognition of 

assets and deferred gain on previous sale-leaseback transactions.  As a lessor, recognition of rental revenue remained mainly consistent with 

previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. 

The impact of adoption on the Consolidated Statement of Financial Position is presented below: 

Operating lease right-of-use assets 

$ 

 (in millions) 

Operating lease liabilities 

Deferred rent payable (1) 

Deferred gain on previous sale leaseback transaction (1) 

Net fixed assets from previous sale leaseback transaction 

Accumulated deficit 

Balance at 

December 31, 

2018 

Adjustments 

Due to 

ASU 2016-02 

Balance at 

January 1, 

2019 

—   $ 

—     

10     

6     

1     

200     

51   $ 

61     

(10 )   

(6 )   

(1 )   

(5 )   

51   

61   

—   

—   

—   

195   

(1) Deferred amounts were previously reported in Other current liabilities ($2 million) and Other long-term liabilities ($14 million) in the 

Consolidated Statements of Financial Position. 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which removes 

certain exceptions related to intra-period tax allocations and deferred tax accounting on outside basis differences in foreign subsidiaries and equity 

method investments. Additionally, it provides other simplifying measures for the accounting for income taxes. The new standard is effective for fiscal 

years beginning after December 15, 2021 (January 1, 2022 for Kodak) with early adoption permitted.  Kodak is currently evaluating the impact of this 

ASU.   

statements. 

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 

606.  This guidance amended Topic 808 and Topic 606 to clarify that transactions in a collaborative arrangement should be accounted for under 

Topic 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account).  The amendments preclude an entity from 

presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a 

customer for that transaction. The new standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after 

December 15, 2019 (January 1, 2020 for Kodak).  Early adoption is permitted. The amendments should be applied retrospectively to the date of 

initial application of Topic 606. Kodak adopted this ASU on January 1, 2020, and it did not have an impact on Kodak’s consolidated financial 

In September 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): 

Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which amends the disclosure requirements in ASC 715-

20 by adding, clarifying, or removing certain disclosures. ASU 2018-14 requires all entities to disclose (1) the weighted average interest crediting 

rates for cash balance plans and other plans with promised interest crediting rates, and (2) an explanation of the reasons for significant gains and 

losses related to changes in the benefit obligation for the period. The ASU also clarifies certain disclosure requirements for entities with two or more 

defined benefit pension plans when aggregate disclosures are presented. The ASU removes other disclosures from the existing guidance, such as 

the requirement to disclose the effects of a one-percentage-point change in the assumed health care cost trend rates. The ASU is effective 

retrospectively for fiscal years ending after December 15, 2020 (the year ended December 31, 2020 for Kodak). Early adoption is permitted. The 

standard addresses disclosures only and will not have an impact on Kodak’s consolidated financial statements. 

54 

55 

  
 
 
 
 
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
The recoverability of the carrying values of long-lived assets is assessed by first grouping long-lived assets with other assets and liabilities at the 

lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the asset group) and, secondly, 

by estimating the undiscounted future cash flows that are directly associated with and that are expected to arise from the use of and eventual 

disposition of such asset group.  Kodak estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset 

group.  If the carrying value of the asset group exceeds the estimated undiscounted cash flows, Kodak records an impairment charge to the extent 

the carrying value of the long-lived asset exceeds its fair value.  Kodak determines fair value through quoted market prices in active markets or, if 

quoted market prices are unavailable, through the performance of internal analyses of discounted cash flows. 

The remaining useful lives of long-lived assets are reviewed in connection with the assessment of recoverability of long-lived assets and the ongoing 

strategic review of the business and operations.  If the review indicates that the remaining useful life of the long-lived asset has changed significantly, 

the depreciation on that asset is adjusted to facilitate full cost recovery over its revised estimated remaining useful life. 

The carrying values of indefinite-lived intangible assets are evaluated for potential impairment annually or whenever events or changes in 

circumstances indicate that it is more likely than not that the asset is impaired. Refer to Note 5, “Goodwill and Other Intangible Assets.” 

INCOME TAXES 

Kodak recognizes deferred tax liabilities and assets for the expected future tax consequences of operating losses, credit carry-forwards and 

temporary differences between the carrying amounts and tax basis of Kodak’s assets and liabilities.  Kodak records a valuation allowance to reduce 

its net deferred tax assets to the amount that is more likely than not to be realized.  For discussion of the amounts and components of the valuation 

allowances as of December 31, 2019 and 2018, refer to Note 18, “Income Taxes.” 

The undistributed earnings of Kodak’s foreign subsidiaries are not considered permanently reinvested.  Kodak has recognized a deferred tax liability 

(net of related foreign tax credits) on the foreign subsidiaries’ undistributed earnings.  

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS  

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2018-02, “Income Statement—

Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The ASU 

addresses certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act (the 

“2017 Tax Act”). The ASU provides an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of 

the change in the U.S. federal corporate income tax rate in the 2017 Tax Act (or portion thereof) is recorded and requires additional disclosures. The 

ASU is effective for fiscal years beginning after December 15, 2018 (January 1, 2019 for Kodak) and interim periods within those fiscal years. Kodak 

adopted the new standard on January 1, 2019.  The adoption of this ASU did not have an impact on the Consolidated Financial Statements as a 

result of Kodak’s U.S. valuation allowance. 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Topic 842 (as amended by ASU’s 2018-01, 10, 11 and 20 and ASU 2019-01) 
requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain 
real estate-specific provisions.  The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing 
guidance for sales-type leases and operating leases.  The new leasing standard is effective for fiscal years, and for interim periods within those fiscal 
years, beginning after December 15, 2018 (January 1, 2019 for Kodak).  The original guidance required application on a modified retrospective basis 
to the earliest period presented. ASU 2018-11, Targeted improvements to ASC 842, includes an option to not restate comparative periods in 
transition and elect to use the effective date of ASC 842 as the date of initial application of transition. Kodak adopted the new standard on the 
effective date applying the new transition method allowed under ASU 2018-11.  Kodak elected the package of practical expedients which permitted 
Kodak to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any existing leases, and (3) 
any initial direct costs for any existing leases as of the effective date.  Kodak did not elect the hindsight practical expedient which permits entities to 
use hindsight in determining the lease term and assessing impairment.  The adoption of the amended lease guidance increased the assets and 
liabilities recorded in the Consolidated Statement of Financial Position due to the recognition of lessee operating right-of-use assets and lease 
liabilities. Kodak recognized a cumulative-effect adjustment to increase retained earnings of approximately $5 million due to the derecognition of 
assets and deferred gain on previous sale-leaseback transactions.  As a lessor, recognition of rental revenue remained mainly consistent with 
previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. 

The impact of adoption on the Consolidated Statement of Financial Position is presented below: 

 (in millions) 
Operating lease right-of-use assets 
Operating lease liabilities 
Deferred rent payable (1) 
Deferred gain on previous sale leaseback transaction (1) 
Net fixed assets from previous sale leaseback transaction 
Accumulated deficit 

Balance at 
December 31, 
2018 

Adjustments 
Due to 
ASU 2016-02 

Balance at 
January 1, 
2019 

$ 

—   $ 
—     
10     
6     
1     
200     

51   $ 
61     
(10 )   
(6 )   
(1 )   
(5 )   

51   
61   
—   
—   
—   
195   

(1) Deferred amounts were previously reported in Other current liabilities ($2 million) and Other long-term liabilities ($14 million) in the 

Consolidated Statements of Financial Position. 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which removes 
certain exceptions related to intra-period tax allocations and deferred tax accounting on outside basis differences in foreign subsidiaries and equity 
method investments. Additionally, it provides other simplifying measures for the accounting for income taxes. The new standard is effective for fiscal 
years beginning after December 15, 2021 (January 1, 2022 for Kodak) with early adoption permitted.  Kodak is currently evaluating the impact of this 
ASU.   

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 
606.  This guidance amended Topic 808 and Topic 606 to clarify that transactions in a collaborative arrangement should be accounted for under 
Topic 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account).  The amendments preclude an entity from 
presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a 
customer for that transaction. The new standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after 
December 15, 2019 (January 1, 2020 for Kodak).  Early adoption is permitted. The amendments should be applied retrospectively to the date of 
initial application of Topic 606. Kodak adopted this ASU on January 1, 2020, and it did not have an impact on Kodak’s consolidated financial 
statements. 

In September 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): 
Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which amends the disclosure requirements in ASC 715-
20 by adding, clarifying, or removing certain disclosures. ASU 2018-14 requires all entities to disclose (1) the weighted average interest crediting 
rates for cash balance plans and other plans with promised interest crediting rates, and (2) an explanation of the reasons for significant gains and 
losses related to changes in the benefit obligation for the period. The ASU also clarifies certain disclosure requirements for entities with two or more 
defined benefit pension plans when aggregate disclosures are presented. The ASU removes other disclosures from the existing guidance, such as 
the requirement to disclose the effects of a one-percentage-point change in the assumed health care cost trend rates. The ASU is effective 
retrospectively for fiscal years ending after December 15, 2020 (the year ended December 31, 2020 for Kodak). Early adoption is permitted. The 
standard addresses disclosures only and will not have an impact on Kodak’s consolidated financial statements. 

54 

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In September 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure 
Requirements for Fair Value Measurement, which amends the disclosure requirements in ASC 820 by adding, changing, or removing certain 
disclosures. The ASU applies to disclosures about recurring or nonrecurring fair value measurements.  The additional and/or modified disclosures 
relate primarily to Level 3 fair value measurements while removing certain disclosures related to transfers between Level 1 and Level 2 of the fair 
value hierarchy.  The ASU is effective retrospectively, for fiscal years beginning after December 15, 2019 (January 1, 2020 for Kodak) and interim 
periods within those fiscal years.  Entities are permitted to early adopt any removed or modified disclosures but can delay adoption of the new 
disclosures until their effective date.  Kodak retrospectively early adopted the provisions of the ASU that removed or modified disclosures in the 
fourth quarter of 2018 and prospectively adopted the provisions related to new disclosures January 1, 2020. The standard addresses disclosures 
only and will not have an impact on Kodak’s consolidated financial statements.  

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting 
for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which addresses how a customer should account 
for the costs of implementing a cloud computing service arrangement (also referred to as a “hosting arrangement”). Under ASU 2018-15, entities 
should account for costs associated with implementing a cloud computing arrangement that is considered a service contract in the same way as 
implementation costs associated with a software license; implementation costs incurred in the application development stage, such as costs for the 
cloud computing arrangement’s integration with on-premise software, coding, and configuration or customization, should be capitalized and 
amortized over the term of the cloud computing arrangement, including periods covered by certain renewal options. The ASU is effective in fiscal 
years beginning after December 15, 2019 (January 1, 2020 for Kodak) including interim periods within those fiscal years. Early adoption is permitted. 
The ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Kodak adopted this ASU 
prospectively on January 1, 2020.  Application of this standard is not expected to have a material impact on Kodak’s consolidated financial 
statements. 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial 
Instruments.  ASU 2016-13 (as amended by ASU 2018-19 and ASU’s 2019-04, 05, 10 and 11) requires a financial asset (or a group of financial 
assets) measured at amortized cost basis to be presented at the net amount expected to be collected.  In addition, the ASU requires credit losses 
relating to available-for-sale debt securities to be recorded through an allowance for credit losses.  The amendments in this ASU broaden the 
information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The 
new standard is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 
2022, (January 1, 2023 for Kodak).  Early adoption is permitted. Kodak is currently evaluating the impact of this ASU.   

NOTE 2: CASH, CASH EQUIVALENTS AND RESTRICTED CASH 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Statement of Financial Position that 
sums to the total of such amounts shown in the Statement of Cash Flows: 

(in millions) 
Cash and cash equivalents 
Restricted cash - current portion 
Restricted cash - long-term 
Cash included in assets held for sale 
Total cash, cash equivalents, restricted cash and cash in 
   assets held for sale shown in the Statement of Cash Flows 

As of December 31, 

2019 

2018 

  $ 

233      $ 
12        
45        
—        

  $ 

290      $ 

233   
8   
11   
15   

267   

Restricted cash - current portion on the Consolidated Statement of Financial Position primarily represents amounts which support hedging activities 
as well as collateral for a guaranty provided to MIR Bidco, SA (the “Purchaser”).  On April 16, 2019 the Purchaser of FPD paid Kodak $15 million in 
the U.S. as a prepayment for transition services, products and other services to be provided by Kodak to the Purchaser.  Kodak provided a $15 
million guaranty, supported by cash collateral in China, to the Purchaser.  The Purchaser has the option to satisfy its payment obligations to Kodak 
through a reduction of the prepayment balance or in cash.  When the Purchaser satisfies its payment obligations to Kodak by utilizing its prepayment 
balance, Kodak can follow a guaranty amendment process to reduce the amount of its guaranty and cash collateral supporting the prepayment 
balance.  As of December 31, 2019, the remaining prepayment balance is $3 million and the cash collateral supporting Kodak’s guaranty is $4 
million. 

Long-term restricted cash includes $22 million and $3 million as of December 31, 2019 and 2018, respectively, supporting compliance with the 
Excess Availability threshold under the ABL Credit Agreement, as defined in Note 9, “Debt and Finance Leases”.  In addition, Kodak established an 
escrow of $14 million in China to secure various ongoing obligations under the agreements for the strategic relationship with Lucky HuaGuang 
Graphics Co. Ltd.  Refer to Note 30 “Assets Held For Sale”. Long-term restricted cash also includes $5 million of security posted related to Brazilian 
legal contingencies as of both December 31, 2019 and 2018.       

NOTE 3:  INVENTORIES, NET 

(in millions) 

Finished goods 

Work in process 

Raw materials 

Total 

NOTE 4:  PROPERTY, PLANT AND EQUIPMENT, NET 

(in millions) 

Land 

Buildings and building improvements 

Machinery and equipment 

Construction in progress 

Accumulated depreciation 

Property, plant and equipment, net 

As of December 31, 

2019 

2018 

   $ 

   $ 

   $ 

   $ 

105      $ 

54        

56        

215      $ 

67     $ 

144       

382       

11       

604       

(423 )     

181     $ 

As of December 31, 

2019 

2018 

119   

54   

58   

231   

70   

145   

386   

10   

611   

(395 ) 

216   

Depreciation expense was $48 million and $59 million for the years ended December 31, 2019 and 2018, respectively.    

NOTE 5:  GOODWILL AND OTHER INTANGIBLE ASSETS 

The following table presents the changes in the carrying value of goodwill by reportable segment.  The Enterprise Inkjet Systems, Advanced 

Materials and 3D Printing Technology, and Eastman Business Park segments do not have goodwill and are therefore not presented. 

Print 

Systems

  $ 

As of December 31, 2017 

 (in millions) 

Goodwill 

Accumulated impairment losses 

Balance as of December 31, 2017 

Balance as of December 31, 2018 

As of December 31, 2019 

Impairment 

Impairment 

Goodwill 

Accumulated impairment losses 

Balance as of December 31, 2019 

   $ 

56      $ 

(56 )      

—        

—        

—        

—        

56        

(56 )      

—      $ 

Kodak Software 

Technology 

      Consolidated Total    

Brand, Film and 

Imaging 

Advanced Materials 

and 3D Printing 

6      $ 

—        

6        

—        

6        

—        

6        

—        

6      $ 

6      $ 

—        

6        

—        

6        

—        

6        

—        

6      $ 

8      $ 

(8 )      

—        

—        

—        

—        

8        

(8 )      

—      $ 

76   

(64 ) 

12   

—   

12   

—   

76   

(64 ) 

12   

The Print Systems segment has two goodwill reporting units: Prepress Solutions and Electrophotographic Printing Solutions.  The Brand, Film and 

Imaging segment has three goodwill reporting units: Consumer Products, Motion Picture, Industrial Chemicals and Films, and Kodak Technology 

Solutions and Kodak Services for Business.  The Enterprise Inkjet Systems segment, Kodak Software segment, Advanced Materials and 3D Printing 

Technology segment and the Eastman Business Park segment each have one goodwill reporting unit. As of December 31, 2019, goodwill is 

recorded in the Kodak Software and Consumer Products reporting units.  Both reporting units have negative carrying values as of December 31, 

2019. 

Based upon the results of Kodak’s December 31, 2019 annual impairment test, no impairment of goodwill is indicated. 

56 

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In September 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure 

Requirements for Fair Value Measurement, which amends the disclosure requirements in ASC 820 by adding, changing, or removing certain 

disclosures. The ASU applies to disclosures about recurring or nonrecurring fair value measurements.  The additional and/or modified disclosures 

relate primarily to Level 3 fair value measurements while removing certain disclosures related to transfers between Level 1 and Level 2 of the fair 

value hierarchy.  The ASU is effective retrospectively, for fiscal years beginning after December 15, 2019 (January 1, 2020 for Kodak) and interim 

periods within those fiscal years.  Entities are permitted to early adopt any removed or modified disclosures but can delay adoption of the new 

disclosures until their effective date.  Kodak retrospectively early adopted the provisions of the ASU that removed or modified disclosures in the 

fourth quarter of 2018 and prospectively adopted the provisions related to new disclosures January 1, 2020. The standard addresses disclosures 

only and will not have an impact on Kodak’s consolidated financial statements.  

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting 

for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which addresses how a customer should account 

for the costs of implementing a cloud computing service arrangement (also referred to as a “hosting arrangement”). Under ASU 2018-15, entities 

should account for costs associated with implementing a cloud computing arrangement that is considered a service contract in the same way as 

implementation costs associated with a software license; implementation costs incurred in the application development stage, such as costs for the 

cloud computing arrangement’s integration with on-premise software, coding, and configuration or customization, should be capitalized and 

amortized over the term of the cloud computing arrangement, including periods covered by certain renewal options. The ASU is effective in fiscal 

years beginning after December 15, 2019 (January 1, 2020 for Kodak) including interim periods within those fiscal years. Early adoption is permitted. 

The ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Kodak adopted this ASU 

prospectively on January 1, 2020.  Application of this standard is not expected to have a material impact on Kodak’s consolidated financial 

statements. 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial 

Instruments.  ASU 2016-13 (as amended by ASU 2018-19 and ASU’s 2019-04, 05, 10 and 11) requires a financial asset (or a group of financial 

assets) measured at amortized cost basis to be presented at the net amount expected to be collected.  In addition, the ASU requires credit losses 

relating to available-for-sale debt securities to be recorded through an allowance for credit losses.  The amendments in this ASU broaden the 

information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The 

new standard is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 

2022, (January 1, 2023 for Kodak).  Early adoption is permitted. Kodak is currently evaluating the impact of this ASU.   

NOTE 2: CASH, CASH EQUIVALENTS AND RESTRICTED CASH 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Statement of Financial Position that 

sums to the total of such amounts shown in the Statement of Cash Flows: 

(in millions) 

Cash and cash equivalents 

Restricted cash - current portion 

Restricted cash - long-term 

Cash included in assets held for sale 

As of December 31, 

2019 

2018 

  $ 

233      $ 

12        

45        

—        

233   

8   

11   

15   

267   

Total cash, cash equivalents, restricted cash and cash in 

   assets held for sale shown in the Statement of Cash Flows 

  $ 

290      $ 

Restricted cash - current portion on the Consolidated Statement of Financial Position primarily represents amounts which support hedging activities 

as well as collateral for a guaranty provided to MIR Bidco, SA (the “Purchaser”).  On April 16, 2019 the Purchaser of FPD paid Kodak $15 million in 

the U.S. as a prepayment for transition services, products and other services to be provided by Kodak to the Purchaser.  Kodak provided a $15 

million guaranty, supported by cash collateral in China, to the Purchaser.  The Purchaser has the option to satisfy its payment obligations to Kodak 

through a reduction of the prepayment balance or in cash.  When the Purchaser satisfies its payment obligations to Kodak by utilizing its prepayment 

balance, Kodak can follow a guaranty amendment process to reduce the amount of its guaranty and cash collateral supporting the prepayment 

balance.  As of December 31, 2019, the remaining prepayment balance is $3 million and the cash collateral supporting Kodak’s guaranty is $4 

million. 

Long-term restricted cash includes $22 million and $3 million as of December 31, 2019 and 2018, respectively, supporting compliance with the 

Excess Availability threshold under the ABL Credit Agreement, as defined in Note 9, “Debt and Finance Leases”.  In addition, Kodak established an 

escrow of $14 million in China to secure various ongoing obligations under the agreements for the strategic relationship with Lucky HuaGuang 

Graphics Co. Ltd.  Refer to Note 30 “Assets Held For Sale”. Long-term restricted cash also includes $5 million of security posted related to Brazilian 

legal contingencies as of both December 31, 2019 and 2018.       

NOTE 3:  INVENTORIES, NET 

(in millions) 
Finished goods 
Work in process 
Raw materials 
Total 

NOTE 4:  PROPERTY, PLANT AND EQUIPMENT, NET 

(in millions) 
Land 
Buildings and building improvements 
Machinery and equipment 
Construction in progress 

Accumulated depreciation 
Property, plant and equipment, net 

As of December 31, 

2019 

2018 

105      $ 
54        
56        
215      $ 

As of December 31, 

2019 

2018 

67     $ 
144       
382       
11       
604       
(423 )     
181     $ 

119   
54   
58   
231   

70   
145   
386   
10   
611   
(395 ) 
216   

   $ 

   $ 

   $ 

   $ 

Depreciation expense was $48 million and $59 million for the years ended December 31, 2019 and 2018, respectively.    

NOTE 5:  GOODWILL AND OTHER INTANGIBLE ASSETS 

The following table presents the changes in the carrying value of goodwill by reportable segment.  The Enterprise Inkjet Systems, Advanced 
Materials and 3D Printing Technology, and Eastman Business Park segments do not have goodwill and are therefore not presented. 

 (in millions) 
As of December 31, 2017 

Goodwill 
Accumulated impairment losses 
Balance as of December 31, 2017 

  $ 

Impairment 

Balance as of December 31, 2018 

Impairment 

As of December 31, 2019 

Goodwill 
Accumulated impairment losses 
Balance as of December 31, 2019 

   $ 

Print 
Systems

Kodak Software 

Brand, Film and 
Imaging 

Advanced Materials 
and 3D Printing 
Technology 

      Consolidated Total    

56      $ 
(56 )      
—        
—        
—        
—        

56        
(56 )      
—      $ 

6      $ 
—        
6        
—        
6        
—        

6        
—        
6      $ 

6      $ 
—        
6        
—        
6        
—        

6        
—        
6      $ 

8      $ 
(8 )      
—        
—        
—        
—        

8        
(8 )      
—      $ 

76   
(64 ) 
12   
—   
12   
—   

76   
(64 ) 
12   

The Print Systems segment has two goodwill reporting units: Prepress Solutions and Electrophotographic Printing Solutions.  The Brand, Film and 
Imaging segment has three goodwill reporting units: Consumer Products, Motion Picture, Industrial Chemicals and Films, and Kodak Technology 
Solutions and Kodak Services for Business.  The Enterprise Inkjet Systems segment, Kodak Software segment, Advanced Materials and 3D Printing 
Technology segment and the Eastman Business Park segment each have one goodwill reporting unit. As of December 31, 2019, goodwill is 
recorded in the Kodak Software and Consumer Products reporting units.  Both reporting units have negative carrying values as of December 31, 
2019. 

Based upon the results of Kodak’s December 31, 2019 annual impairment test, no impairment of goodwill is indicated. 

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The gross carrying amount and accumulated amortization by major intangible asset category as of December 31, 2019 and 2018 were as follows: 

NOTE 7:  OTHER CURRENT LIABILITIES 

(in millions) 
Technology-based 
Kodak trade name 
Customer-related 
Total 

(in millions) 
Technology-based 
Kodak trade name 
Customer-related 
Total 

   Gross Carrying 

Amount 

Accumulated 
Amortization 

Net 

As of December 31, 2019 

   $ 

   $ 

99      $ 
21        
11        
131      $ 

76      $ 
—        
8        
84      $ 

23     
21     
3     
47        

   Gross Carrying 

Amount 

Accumulated 
Amortization 

Net 

As of December 31, 2018 

   $ 

   $ 

99      $ 
25        
11        
135      $ 

70      $ 
—        
7        
77      $ 

29     
25     
4     
58        

Weighted-Average 
Amortization Period 
5 years 
Indefinite life 
4 years 

Weighted-Average 
Amortization Period 
6 years 
Indefinite life 
5 years 

The annual impairment test of the Kodak trade name uses the income approach, specifically the relief from royalty method.  In the fourth quarters of 
both 2019 and 2018, Kodak concluded the carrying value of the Kodak trade name exceeded its fair value.  Pre-tax impairment charges of $4 million 
and $13 million, respectively, are included in Other operating expense, net in the Consolidated Statement of Operations. 

Amortization expense related to intangible assets was $7 million and $11 million for the years ended December 31, 2019 and 2018, respectively.  

Estimated future amortization expense related to intangible assets that are currently being amortized as of December 31, 2019 was as follows: 

payments. 

 (in millions) 
2020 
2021 
2022 
2023 
2024 
2025 and thereafter 
Total 

   $ 

   $ 

6   
5   
5   
4   
4   
2   
26   

NOTE 6:  OTHER LONG-TERM ASSETS 

(in millions) 
Pension assets 
Estimated workers' compensation recoveries 
Long-term receivables, net of allowance of $4 million and $4 million 
Other 

Total 

As of December 31, 

2019 

2018 

   $ 

   $ 

173      $ 
18        
11        
26        
228      $ 

82   
17   
13   
31   
143   

(in millions) 

Employment-related liabilities 

Deferred revenue and customer deposits 

Customer rebates 

Deferred consideration on disposed businesses (1) 

Series A Preferred Stock dividends payable 

Restructuring liabilities 

Workers' compensation 

Transition services agreement prepayment 

Other 

Total 

As of December 31, 

2019 

2018 

   $ 

38      $ 

43        

23        

14        

14        

12        

10        

3        

44        

41   

42   

26   

24   

6   

8   

9   

—   

53   

209   

   $ 

201      $ 

(1) On September 3, 2013, Kodak consummated the sale of certain assets and the assumption of certain liabilities of the Personalized Imaging 

and Document Imaging Businesses (“PI/DI Businesses”) to the trustee of the U. K. pension plan (and/or its subsidiaries, collectively the 

“KPP Purchasing Parties”) for net cash consideration of $325 million. Up to $35 million in aggregate of the purchase price is subject to 

repayment if the PI/DI Business does not achieve certain annual adjusted EBITDA targets over the four-year period ending December 31, 

2018.  The PI/DI Business did not achieve the adjusted annual EBITDA target for any year in the four-year period.  The amounts owed for 

2015 and 2016 were paid in 2016 and 2017, respectively.  The amount owed for 2017 was paid in 2019.  The maximum potential payment 

related to the year ending December 31, 2018 of $14 million was accrued at the time of the divestiture of the business. 

The customer rebate amounts will potentially be settled through customer deductions applied to outstanding trade receivables in lieu of cash 

The Other component above consists of other miscellaneous current liabilities that, individually, were less than 5% of the total current liabilities 

component within the Consolidated Statement of Financial Position, and therefore have been aggregated in accordance with Regulation S-X. 

NOTE 8:  OTHER LONG-TERM LIABILITIES 

(in millions) 

Workers' compensation 

Embedded conversion option derivative liabilities 

Asset retirement obligations 

Deferred brand licensing revenue 

Deferred taxes 

Environmental liabilities 

Other 

Total 

As of December 31, 

2019 

2018 

   $ 

84      $ 

52        

48        

18        

13        

10        

6        

83   

—   

48   

6   

15   

10   

16   

   $ 

231      $ 

178   

The Other component above consists of other miscellaneous long-term liabilities that, individually, were less than 5% of the total liabilities component 

in the accompanying Consolidated Statement of Financial Position, and therefore have been aggregated in accordance with Regulation S-X. 

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The gross carrying amount and accumulated amortization by major intangible asset category as of December 31, 2019 and 2018 were as follows: 

NOTE 7:  OTHER CURRENT LIABILITIES 

(in millions) 

Technology-based 

Kodak trade name 

Customer-related 

Total 

(in millions) 

Technology-based 

Kodak trade name 

Customer-related 

Total 

   Gross Carrying 

Amount 

Accumulated 

Amortization 

Net 

As of December 31, 2019 

   $ 

   $ 

   $ 

   $ 

99      $ 

21        

11        

131      $ 

99      $ 

25        

11        

135      $ 

76      $ 

—        

8        

84      $ 

70      $ 

—        

7        

77      $ 

   Gross Carrying 

Amount 

Accumulated 

Amortization 

Net 

As of December 31, 2018 

Weighted-Average 

Amortization Period 

5 years 

Indefinite life 

4 years 

Weighted-Average 

Amortization Period 

6 years 

Indefinite life 

5 years 

23     

21     

3     

47        

29     

25     

4     

58        

The annual impairment test of the Kodak trade name uses the income approach, specifically the relief from royalty method.  In the fourth quarters of 

both 2019 and 2018, Kodak concluded the carrying value of the Kodak trade name exceeded its fair value.  Pre-tax impairment charges of $4 million 

and $13 million, respectively, are included in Other operating expense, net in the Consolidated Statement of Operations. 

Amortization expense related to intangible assets was $7 million and $11 million for the years ended December 31, 2019 and 2018, respectively.  

Estimated future amortization expense related to intangible assets that are currently being amortized as of December 31, 2019 was as follows: 

 (in millions) 

2020 

2021 

2022 

2023 

2024 

Total 

2025 and thereafter 

   $ 

   $ 

6   

5   

5   

4   

4   

2   

26   

NOTE 6:  OTHER LONG-TERM ASSETS 

Estimated workers' compensation recoveries 

Long-term receivables, net of allowance of $4 million and $4 million 

(in millions) 

Pension assets 

Other 

Total 

As of December 31, 

2019 

2018 

   $ 

   $ 

173      $ 

18        

11        

26        

228      $ 

82   

17   

13   

31   

143   

(in millions) 
Employment-related liabilities 
Deferred revenue and customer deposits 
Customer rebates 
Deferred consideration on disposed businesses (1) 
Series A Preferred Stock dividends payable 
Restructuring liabilities 
Workers' compensation 
Transition services agreement prepayment 
Other 

Total 

As of December 31, 

2019 

2018 

   $ 

   $ 

38      $ 
43        
23        
14        
14        
12        
10        
3        
44        
201      $ 

41   
42   
26   
24   
6   
8   
9   
—   
53   
209   

(1) On September 3, 2013, Kodak consummated the sale of certain assets and the assumption of certain liabilities of the Personalized Imaging 
and Document Imaging Businesses (“PI/DI Businesses”) to the trustee of the U. K. pension plan (and/or its subsidiaries, collectively the 
“KPP Purchasing Parties”) for net cash consideration of $325 million. Up to $35 million in aggregate of the purchase price is subject to 
repayment if the PI/DI Business does not achieve certain annual adjusted EBITDA targets over the four-year period ending December 31, 
2018.  The PI/DI Business did not achieve the adjusted annual EBITDA target for any year in the four-year period.  The amounts owed for 
2015 and 2016 were paid in 2016 and 2017, respectively.  The amount owed for 2017 was paid in 2019.  The maximum potential payment 
related to the year ending December 31, 2018 of $14 million was accrued at the time of the divestiture of the business. 

The customer rebate amounts will potentially be settled through customer deductions applied to outstanding trade receivables in lieu of cash 
payments. 

The Other component above consists of other miscellaneous current liabilities that, individually, were less than 5% of the total current liabilities 
component within the Consolidated Statement of Financial Position, and therefore have been aggregated in accordance with Regulation S-X. 

NOTE 8:  OTHER LONG-TERM LIABILITIES 

(in millions) 
Workers' compensation 
Embedded conversion option derivative liabilities 
Asset retirement obligations 
Deferred brand licensing revenue 
Deferred taxes 
Environmental liabilities 
Other 

Total 

As of December 31, 

2019 

2018 

   $ 

   $ 

84      $ 
52        
48        
18        
13        
10        
6        
231      $ 

83   
—   
48   
6   
15   
10   
16   
178   

The Other component above consists of other miscellaneous long-term liabilities that, individually, were less than 5% of the total liabilities component 
in the accompanying Consolidated Statement of Financial Position, and therefore have been aggregated in accordance with Regulation S-X. 

58 

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NOTE 9:  DEBT AND FINANCE LEASES  

Debt and finance leases and related maturities and interest rates were as follows at December 31, 2019 and 2018: 

The Convertible Notes are guaranteed by all of the subsidiaries of the Company that currently guarantee the ABL Credit Agreement (the “Subsidiary 

Guarantors”), and are secured by a second priority lien on certain receivables, inventory and other assets of the Company and the Subsidiary 

Guarantors in which the lenders under the ABL Credit Agreement have a first priority security interest. 

(in millions) 

Current portion: 

Non-current portion: 

Type 

Maturity 

Term note 
RED-Rochester, 
LLC 
   Finance leases    

2033 

   Convertible debt   
RED-Rochester, 
LLC 
   Finance leases    
Other debt 

2021 

2033 
Various 
Various 

As of December 31, 

2019 

2018 

Conversion Features 

Weighted-Average 
Effective 
Interest Rate 

Carrying Value 

Carrying Value 

9.43% 

  $ 

—      $ 

11.42% 
Various 

11.72% 

11.42% 
Various 
Various 

  $ 

1        
1        
2        

91        

13        
4        
1        
109        
111      $ 

394   

—   
2   
396   

—   

—   
3   
2   
5   
401   

Annual maturities of debt and finance leases outstanding at December 31, 2019 were as follows: 

 (in millions) 

2020 
2021 
2022 
2023 
2024 
2025 and thereafter 
Total 

Carrying 
Value 

Maturity 
Value 

  $ 

  $ 

2     $ 
92       
2       
1       
1       
13       
111     $ 

2   
114   
2   
1   
1   
13   
133   

Convertible Notes 
On May 20, 2019, the Company and Longleaf Partners Small Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, 
which are investment funds managed by Southeastern Asset Management, Inc. (the “Notes Purchasers”), entered into a Notes Purchase Agreement 
pursuant to which the Company agreed to issue and sell to the Notes Purchasers, and the Notes Purchasers agreed to purchase from the Company, 
$100 million aggregate principal amount of the Company’s 5.00% Secured Convertible Notes due 2021 (the “Convertible Notes”).  The transaction 
closed on May 24, 2019.  The proceeds were used to repay the remaining first lien term loans outstanding ($83 million) under the Term Credit 
Agreement, which was terminated with the repayment.  The remaining proceeds were used for general corporate purposes.  The Notes Purchasers 
also hold all outstanding shares of the Company’s 5.50% Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which vote with the 
shares of common stock on an as-converted basis, and are holders of shares of the Company’s common stock, par value $0.01 per share (the 
“Common Stock”), as described below. 

The Convertible Notes bear interest at a rate of 5.00% per annum, which will be payable in cash on their maturity date and, at the option of the 
Company, in either cash or additional shares of Common Stock on any conversion date.  The payment of interest only at the maturity date has the 
same effect as delivering additional debt instruments to the Holders of the Convertible Notes and therefore is considered Paid-In-Kind interest 
(“PIK”).  Therefore, PIK will be added to the carrying value of the debt through the term and interest expense will be recorded using the effective 
interest method. 

The maturity date of the Convertible Notes is initially November 1, 2021.  The Company has the option to extend the maturity of the Convertible 
Notes by up to three years in the event that the Series A Preferred Stock is refinanced with debt or equity or the mandatory redemption date of the 
Series A Preferred Stock is extended.  If the Convertible Notes maturity date is extended, the new maturity date must be no later than 30 days before 
the maturity date of any new debt or the extended mandatory redemption date of the Series A Preferred Stock. 

Holders of the Convertible Notes have the right to elect at any time to convert their Convertible Notes into shares of Common Stock at a conversion 

rate equal to 314.9785 shares of Common Stock per each $1,000 principal amount of Convertible Notes (based on a conversion price equal to 

$3.17482 per share of Common Stock (the “Conversion Price”), which represents a 10% premium to the volume weighted average price of the 

shares of Common Stock for the five day trading period ended on April 9, 2019 (the “Conversion Rate”)). The Conversion Rate and Conversion Price 

are subject to certain customary antidilution adjustments. 

If the closing price of the Common Stock equals or exceeds 150% of the then-effective Conversion Price for 45 trading days within any period of 60 

consecutive trading days, with the last trading day of such 60 day period ending on the trading day immediately preceding the business day on which 

the Company issues a press release announcing the mandatory conversion, the Company may elect to convert all outstanding Convertible Notes 

into shares of Common Stock at the Conversion Rate then in effect. 

In the event of certain fundamental transactions, the Notes Purchasers will have the right, within a period of 30 days following the occurrence of such 

transaction (“Holder Fundamental Transaction Election Period”), to elect to either convert all or a portion of the Convertible Notes into shares of 

Common Stock at the Conversion Rate then in effect, or to receive the shares of a successor entity, if any, or the Company, and any additional 

consideration receivable as a result of such fundamental transaction. In addition, the Company will have the option, for a period of 30 days after the 

expiration of the Holder Fundamental Transaction Election Period, to repay all of the remaining outstanding Convertible Notes at par, plus accrued 

and unpaid interest. 

Embedded Derivatives 

The Convertible Notes are considered more akin to a debt-type instrument and the economic characteristics and risks of the embedded conversion 

features and term extension at the Company’s option were not considered clearly and closely related to the Convertible Notes.  Accordingly, these 

embedded features were bifurcated from the Convertible Notes and separately accounted for on a combined basis at fair value as a single derivative 

liability.  Kodak allocated $14 million of the net proceeds received to a derivative liability based on the aggregate fair value of the embedded features 

and term extension on the date of issuance which reduced the net carrying value of the Convertible Notes.  The derivative is being accounted for at 

fair value with subsequent changes in the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations (refer 

to Note 14, “Financial Instruments”). 

The carrying value of the Convertible Notes at the time of issuance, $84 million ($100 million aggregate gross proceeds less $14 million allocated to 

the derivative liability and $2 million in transaction costs), is being accreted to the face amount using the effective interest method from the date of 

issuance through the maturity date. 

Convertible Notes Registration Rights Agreement  

At the closing of the issuance and sale of the Convertible Notes, the Company entered into a registration rights agreement which provides the Notes 

Purchasers with customary registration rights in respect of the shares of the Common Stock issuable upon conversion of the Convertible Notes. 

Notes Purchasers’ Beneficial Ownership of Common Stock 

Prior to the issuance of the Convertible Notes, the Notes Purchasers beneficially owned 4,960,000 shares of the Company’s Common Stock, 

representing 11.47% of the shares of Common Stock outstanding as of December 31, 2019, and 2,000,000 shares of Series A Preferred Stock, 

which vote with the Common Stock on an as-converted basis representing 26.58% of the shares of Common Stock outstanding as of December 31, 

2019.  The Common Stock and Series A Preferred Stock held by the Notes Purchasers represented 30.06% of the voting power of the outstanding 

capital stock of the Company as of December 31, 2019 giving effect to the conversion of the Series A Preferred Stock.  On an as-converted basis, 

the Convertible Notes would represent 31,497,850 shares of Common Stock, or 42.14% of the shares of Common Stock outstanding as of 

December 31, 2019 after giving effect to the issuance and conversion.  Assuming the conversion of the Convertible Notes and based on the number 

of shares of Common Stock outstanding as of December 31, 2019, the Notes Purchasers would beneficially own 48.78% of the shares of Common 

Stock outstanding and their shares of Series A Preferred Stock will vote with the shares of Common Stock on an as-converted basis, representing an 

aggregate of 55.60% of the voting power of the outstanding capital stock of the Company. 

Credit Agreements 

On September 3, 2013, the Company entered into a Senior Secured First Lien Term Credit Agreement (the “Term Credit Agreement”).  Additionally, 

the Company and the Subsidiary Guarantors entered into an Asset Based Revolving Credit Agreement (together with the Term Credit Agreement, 

the “Credit Agreements”).  Pursuant to the terms of the Credit Agreements, the Company was provided with term loan facilities in an aggregate 

principal amount of $420 million of first-lien term loans (the “First Lien Loans”).  On April 12, 2019, the Company repaid approximately $312 million of 

the First Lien Loans using proceeds from the sale of FPD and on May 24, 2019 repaid the remaining First Lien Loans of approximately $83 million 

with the proceeds from the issuance of the Convertible Notes.   

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NOTE 9:  DEBT AND FINANCE LEASES  

Debt and finance leases and related maturities and interest rates were as follows at December 31, 2019 and 2018: 

Type 

Maturity 

Carrying Value 

Carrying Value 

Weighted-Average 

Effective 

Interest Rate 

As of December 31, 

2019 

2018 

Term note 

RED-Rochester, 

LLC 

2033 

   Finance leases    

11.42% 

Various 

9.43% 

  $ 

—      $ 

(in millions) 

Current portion: 

Non-current portion: 

   Convertible debt   

2021 

RED-Rochester, 

LLC 

   Finance leases    

Other debt 

2033 

Various 

Various 

11.72% 

11.42% 

Various 

Various 

Annual maturities of debt and finance leases outstanding at December 31, 2019 were as follows: 

1        

1        

2        

91        

13        

4        

1        

109        

111      $ 

394   

—   

2   

396   

—   

—   

3   

2   

5   

401   

 (in millions) 

2020 

2021 

2022 

2023 

2024 

Total 

2025 and thereafter 

  $ 

Carrying 

Value 

Maturity 

Value 

  $ 

  $ 

2     $ 

92       

2       

1       

1       

13       

111     $ 

2   

114   

2   

1   

1   

13   

133   

Convertible Notes 

On May 20, 2019, the Company and Longleaf Partners Small Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, 

which are investment funds managed by Southeastern Asset Management, Inc. (the “Notes Purchasers”), entered into a Notes Purchase Agreement 

pursuant to which the Company agreed to issue and sell to the Notes Purchasers, and the Notes Purchasers agreed to purchase from the Company, 

$100 million aggregate principal amount of the Company’s 5.00% Secured Convertible Notes due 2021 (the “Convertible Notes”).  The transaction 

closed on May 24, 2019.  The proceeds were used to repay the remaining first lien term loans outstanding ($83 million) under the Term Credit 

Agreement, which was terminated with the repayment.  The remaining proceeds were used for general corporate purposes.  The Notes Purchasers 

also hold all outstanding shares of the Company’s 5.50% Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which vote with the 

shares of common stock on an as-converted basis, and are holders of shares of the Company’s common stock, par value $0.01 per share (the 

“Common Stock”), as described below. 

The Convertible Notes bear interest at a rate of 5.00% per annum, which will be payable in cash on their maturity date and, at the option of the 

Company, in either cash or additional shares of Common Stock on any conversion date.  The payment of interest only at the maturity date has the 

same effect as delivering additional debt instruments to the Holders of the Convertible Notes and therefore is considered Paid-In-Kind interest 

(“PIK”).  Therefore, PIK will be added to the carrying value of the debt through the term and interest expense will be recorded using the effective 

interest method. 

The maturity date of the Convertible Notes is initially November 1, 2021.  The Company has the option to extend the maturity of the Convertible 

Notes by up to three years in the event that the Series A Preferred Stock is refinanced with debt or equity or the mandatory redemption date of the 

Series A Preferred Stock is extended.  If the Convertible Notes maturity date is extended, the new maturity date must be no later than 30 days before 

the maturity date of any new debt or the extended mandatory redemption date of the Series A Preferred Stock. 

The Convertible Notes are guaranteed by all of the subsidiaries of the Company that currently guarantee the ABL Credit Agreement (the “Subsidiary 
Guarantors”), and are secured by a second priority lien on certain receivables, inventory and other assets of the Company and the Subsidiary 
Guarantors in which the lenders under the ABL Credit Agreement have a first priority security interest. 

Conversion Features 
Holders of the Convertible Notes have the right to elect at any time to convert their Convertible Notes into shares of Common Stock at a conversion 
rate equal to 314.9785 shares of Common Stock per each $1,000 principal amount of Convertible Notes (based on a conversion price equal to 
$3.17482 per share of Common Stock (the “Conversion Price”), which represents a 10% premium to the volume weighted average price of the 
shares of Common Stock for the five day trading period ended on April 9, 2019 (the “Conversion Rate”)). The Conversion Rate and Conversion Price 
are subject to certain customary antidilution adjustments. 

If the closing price of the Common Stock equals or exceeds 150% of the then-effective Conversion Price for 45 trading days within any period of 60 
consecutive trading days, with the last trading day of such 60 day period ending on the trading day immediately preceding the business day on which 
the Company issues a press release announcing the mandatory conversion, the Company may elect to convert all outstanding Convertible Notes 
into shares of Common Stock at the Conversion Rate then in effect. 

In the event of certain fundamental transactions, the Notes Purchasers will have the right, within a period of 30 days following the occurrence of such 
transaction (“Holder Fundamental Transaction Election Period”), to elect to either convert all or a portion of the Convertible Notes into shares of 
Common Stock at the Conversion Rate then in effect, or to receive the shares of a successor entity, if any, or the Company, and any additional 
consideration receivable as a result of such fundamental transaction. In addition, the Company will have the option, for a period of 30 days after the 
expiration of the Holder Fundamental Transaction Election Period, to repay all of the remaining outstanding Convertible Notes at par, plus accrued 
and unpaid interest. 

Embedded Derivatives 
The Convertible Notes are considered more akin to a debt-type instrument and the economic characteristics and risks of the embedded conversion 
features and term extension at the Company’s option were not considered clearly and closely related to the Convertible Notes.  Accordingly, these 
embedded features were bifurcated from the Convertible Notes and separately accounted for on a combined basis at fair value as a single derivative 
liability.  Kodak allocated $14 million of the net proceeds received to a derivative liability based on the aggregate fair value of the embedded features 
and term extension on the date of issuance which reduced the net carrying value of the Convertible Notes.  The derivative is being accounted for at 
fair value with subsequent changes in the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations (refer 
to Note 14, “Financial Instruments”). 

The carrying value of the Convertible Notes at the time of issuance, $84 million ($100 million aggregate gross proceeds less $14 million allocated to 
the derivative liability and $2 million in transaction costs), is being accreted to the face amount using the effective interest method from the date of 
issuance through the maturity date. 

Convertible Notes Registration Rights Agreement  
At the closing of the issuance and sale of the Convertible Notes, the Company entered into a registration rights agreement which provides the Notes 
Purchasers with customary registration rights in respect of the shares of the Common Stock issuable upon conversion of the Convertible Notes. 

Notes Purchasers’ Beneficial Ownership of Common Stock 
Prior to the issuance of the Convertible Notes, the Notes Purchasers beneficially owned 4,960,000 shares of the Company’s Common Stock, 
representing 11.47% of the shares of Common Stock outstanding as of December 31, 2019, and 2,000,000 shares of Series A Preferred Stock, 
which vote with the Common Stock on an as-converted basis representing 26.58% of the shares of Common Stock outstanding as of December 31, 
2019.  The Common Stock and Series A Preferred Stock held by the Notes Purchasers represented 30.06% of the voting power of the outstanding 
capital stock of the Company as of December 31, 2019 giving effect to the conversion of the Series A Preferred Stock.  On an as-converted basis, 
the Convertible Notes would represent 31,497,850 shares of Common Stock, or 42.14% of the shares of Common Stock outstanding as of 
December 31, 2019 after giving effect to the issuance and conversion.  Assuming the conversion of the Convertible Notes and based on the number 
of shares of Common Stock outstanding as of December 31, 2019, the Notes Purchasers would beneficially own 48.78% of the shares of Common 
Stock outstanding and their shares of Series A Preferred Stock will vote with the shares of Common Stock on an as-converted basis, representing an 
aggregate of 55.60% of the voting power of the outstanding capital stock of the Company. 

Credit Agreements 
On September 3, 2013, the Company entered into a Senior Secured First Lien Term Credit Agreement (the “Term Credit Agreement”).  Additionally, 
the Company and the Subsidiary Guarantors entered into an Asset Based Revolving Credit Agreement (together with the Term Credit Agreement, 
the “Credit Agreements”).  Pursuant to the terms of the Credit Agreements, the Company was provided with term loan facilities in an aggregate 
principal amount of $420 million of first-lien term loans (the “First Lien Loans”).  On April 12, 2019, the Company repaid approximately $312 million of 
the First Lien Loans using proceeds from the sale of FPD and on May 24, 2019 repaid the remaining First Lien Loans of approximately $83 million 
with the proceeds from the issuance of the Convertible Notes.   

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The First Lien Loans bore interest at the rate of LIBOR plus 6.25% per annum, with a LIBOR floor of 1% or Alternate Base Rate (as defined in the 
Term Credit Agreement) plus 5.25%.   

Amended and Restated Credit Agreement  
On May 26, 2016, the Company and the Subsidiary Guarantors entered into an Amended and Restated Credit Agreement (the “ABL Credit 
Agreement”) with the lenders party thereto (the “Lenders”), Bank of America, N.A., as administrative and collateral agent, and Bank of America, N.A. 
and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, which amended and restated the Original ABL Credit Agreement. 
Each of the capitalized but undefined terms used in the context of describing the ABL Credit Agreement has the meaning ascribed to such term in 
the ABL Credit Agreement.  

The Lenders will make available asset-based revolving loans (the “ABL Loans”) and letters of credit in an aggregate amount of up to $150 million, 
subject to the Borrowing Base.  The Company has issued approximately $80 million and $85 million of letters of credit under the ABL Credit 
Agreement as of December 31, 2019 and 2018, respectively. 

The Company had approximately $22 million and $19 million of Excess Availability under the ABL Credit Agreement as of December 31, 2019 and 
2018, respectively.  Excess Availability is equal to the sum of (i) 85% of the amount of the Eligible Receivables less a Dilution Reserve, (ii) the lesser 
of 85% of Net Orderly Liquidation Value or 75% of the Eligible Inventory, (iii) the lesser of 75% of Orderly Liquidation Value of Eligible Equipment or 
$7 million, as of December 31, 2019 (which $7 million decreases by $1 million per quarter) and (iv) Eligible Cash less (a) Rent and Charges 
Reserves, (b) Principal Outstanding and (c) Outstanding Letters of Credit.  Availability is subject to the borrowing base calculation, reserves and 
other limitations. 

Under the ABL Credit Agreement, Kodak is required to maintain a minimum Fixed Charge Coverage Ratio of 1.00 to 1.00 when Excess Availability is 
less than 12.5% of lender commitments.  As of December 31, 2019 and 2018, 12.5% of lender commitments were $18.75 million.  

If Excess Availability falls below 12.5% of lender commitments, Kodak may, in addition to the requirement to be in compliance with the minimum 
Fixed Charge Coverage Ratio, become subject to cash dominion control.  Since Excess Availability was greater than 12.5% of lender commitments 
at December 31, 2019 and 2018, Kodak is not required to have a minimum Fixed Charge Coverage Ratio of 1.0 to 1.0. 

To ensure Excess Availability was greater than 12.5%, Kodak funded $22 million and $3 million to the Eligible Cash account held with the ABL Credit 
Agreement Administrative Agent as of December 31, 2019 and 2018, respectively, which is classified as Restricted Cash in the Consolidated 
Statement of Financial Position. 

On January 27, 2020 Kodak exercised its right under the ABL Credit Agreement to permanently reduce lender commitments, reducing the 
commitments from $150 million to $120 million.  As a result, the minimum Excess Availability decreased to $15 million from the previous minimum of 
$18.75 million.   

The ABL Loans bear interest at the rate of LIBOR plus 2.25% - 2.75% per annum or Base Rate plus 1.25% - 1.75% per annum based on Excess 
Availability.  Each existing and future direct or indirect U.S. subsidiary of the Company (other than Immaterial Subsidiaries, Unrestricted Subsidiaries 
and certain other subsidiaries) agreed to provide unconditional guarantees of the obligations of the Company under the Credit Agreements.   

The ABL Credit Agreement matures on May 26, 2021. 

Each existing direct or indirect U.S. subsidiary of the Company (other than Immaterial Subsidiaries, Unrestricted Subsidiaries and certain other 
subsidiaries) has provided an unconditional guarantee (and any such future subsidiaries must provide an unconditional guarantee) of the obligations 
of the Company under the Credit Agreements.  Obligations under the ABL Agreement are secured by: (i) a first lien on cash, accounts receivable, 
inventory, machinery and equipment (the “ABL Collateral”) and were also secured by (ii) a second lien on the Term Collateral (as defined below).  
Subject to certain exceptions, obligations under the Term Credit Agreement are secured by: (i) a first lien on all assets of the Company and the 
Subsidiary Guarantors, other than the ABL Collateral, including a first lien on 100% of the stock of material domestic subsidiaries and 65% of the 
stock of material first-tier foreign subsidiaries (collectively the “Term Collateral”) and (ii) a second lien on the ABL Collateral.  With the repayment of 
the First Lien Loans, the obligations under the ABL Agreement are now secured by a first lien on the Term Collateral.  The aggregate carrying value 
of the Term Collateral and ABL Collateral as of December 31, 2019 and 2018 was $1,302 million and $1,310 million, respectively 

Under the terms of the ABL Credit Agreement, the Company may designate Restricted Subsidiaries as Unrestricted Subsidiaries provided the 
aggregate sales of all Unrestricted Subsidiaries are less than 7.5% of the consolidated sales of Kodak and the aggregate assets of all Unrestricted 
Subsidiaries are less than 7.5% of Kodak’s consolidated assets.  Further, on a pro forma basis at the time of designation and immediately after 
giving effect thereto, Excess Availability must be at least $30 million and the pro forma Fixed Charge Coverage Ratio must be no less than 1.0 to 1.0.  
Upon designation of Unrestricted Subsidiaries, the Company is required to provide to the Lenders reconciling statements to eliminate all financial 
information pertaining to Unrestricted Subsidiaries which is included in its annual and quarterly financial statements.  

In March 2018, the Company designated five subsidiaries as Unrestricted Subsidiaries: Kodak PE Tech, LLC, Kodak LB Tech, LLC, Kodak Realty, 

Inc., Kodakit Singapore Pte. Limited and KP Services (Jersey) Ltd.  This action allowed the Company to better position assets which may be 

monetized in the future and address costs related to underutilized properties. Collectively, these subsidiaries have sales of approximately $12 million 

for both the years ended December 31, 2019 and 2018, which represents 1% of Kodak’s consolidated sales for both periods.  These subsidiaries 

had assets of $20 million and $21 million as of December 31, 2019 and 2018, respectively, which represented 1% of Kodak’s consolidated assets as 

of such dates.  Each of the capitalized but undefined terms has the meaning ascribed to such term in the Credit Agreements. EBITDA of the 

Unrestricted Subsidiaries, as calculated under the Term Credit Agreement and the ABL Credit Agreement, is a loss and is excluded from the 

calculation of the Secured Leverage Ratio. Therefore, designating these Subsidiaries as Unrestricted had the impact of improving the Secured 

Leverage Ratio. 

Debt Reporting and Other Requirements 

Reporting requirements under the ABL Credit Agreement require the Company to provide annual audited financial statements accompanied by an 

opinion of an independent public accountant without a “going concern” or like qualification or exception and without any qualification or exception as 

to the scope of such audit or other material qualification or exception, except for any such qualification or exception with respect to any indebtedness 

maturing within 364 days after the date of such financial statements, and that the opinion be reasonably acceptable to the agent. On March 6, 2020 

the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under the reporting 

covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2019 Form 10-K audit report.  On 

March 31, 2019 the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default 

under the reporting covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2018 Form 10-K 

audit report. 

The Convertible Notes and ABL Credit Agreement limit, among other things, the Company’s and the Subsidiary Guarantors’ ability to (i) incur 

indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) make restricted payments (including dividend payments, et al.) and (v) make 

investments (ABL Credit Agreement only).  In addition to other customary affirmative covenants, the Convertible Notes and ABL Credit Agreement 

provide for a periodic delivery by the Company of its various financial statements as set forth in the Convertible Notes and ABL Credit Agreement. 

Events of default under the Convertible Notes and/or ABL Credit Agreement include, among others, failure to pay any principal, interest or other 

amount due under the applicable agreement, failure to deliver conversion shares (Convertible Notes only), breach of specific covenants and a 

change of control of the Company (ABL Credit Agreement only).  Upon an event of default, the applicable lenders may declare the outstanding 

obligations under the applicable agreement to be immediately due and payable and exercise other rights and remedies provided for in such 

agreement. 

RED-Rochester, LLC  

In January 2019 Kodak entered into a series of agreements with RED-Rochester, LLC (“RED”), which provides utilities to the Eastman Business 

Park.  Kodak received a payment of $14 million from RED. Kodak is required to pay a minimum annual payment to RED of approximately $2 million 

regardless of utility usage. Kodak is accounting for the $14 million payment from RED as debt. The minimum payments required under the 

agreement from Kodak to RED will be reported as a reduction of the debt and interest expense using the effective interest method.  The debt 

payments to RED continue until August 2033. 

NOTE 10: REDEEMABLE, CONVERTIBLE SERIES A PREFERRED STOCK 

On November 15, 2016, the Company issued 2,000,000 shares of 5.50% Series A Preferred Stock, no par value per share, for an aggregate 

purchase price of $200 million, or $100 per share pursuant to a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with 

Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret 

Mutual Pension Trust, which are investment funds managed by Southeastern (such investment funds, collectively, the “Purchasers”), dated 

November 7, 2016.  The Company received net proceeds of $198 million after issuance costs.    

The Company has classified the Series A Preferred Stock as temporary equity in the Consolidated Statement of Financial Position.   

Dividend and Other Rights 

On November 14, 2016, the Company filed with the Department of Treasury of the State of New Jersey a Certificate of Amendment to the Second 

Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Designations”) which established the designation, number of 

shares, rights, preferences and limitations of the Series A Preferred Stock which became effective upon filing.  The Series A Preferred Stock ranks 

senior to the Company’s common stock (“Common Stock”) with respect to dividend rights and rights on liquidation, winding-up and dissolution.  The 

Series A Preferred Stock has a liquidation preference of $100 per share, and the holders of Series A Preferred Stock are entitled to cumulative 

dividends payable quarterly in cash at a rate of 5.50% per annum.  Until the third quarter of 2018 all dividends owed on the Series A Preferred Stock 

were declared and paid when due.  No quarterly dividend was declared in the third or fourth quarters of 2018 or the first and second quarters of 

2019.  The Company declared a quarterly cash dividend in the third quarter of 2019 which was paid in October 2019 and in the fourth quarter of 

2019 that was paid in January 2020.    

62 

63 

 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The First Lien Loans bore interest at the rate of LIBOR plus 6.25% per annum, with a LIBOR floor of 1% or Alternate Base Rate (as defined in the 

Term Credit Agreement) plus 5.25%.   

Amended and Restated Credit Agreement  

On May 26, 2016, the Company and the Subsidiary Guarantors entered into an Amended and Restated Credit Agreement (the “ABL Credit 

Agreement”) with the lenders party thereto (the “Lenders”), Bank of America, N.A., as administrative and collateral agent, and Bank of America, N.A. 

and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, which amended and restated the Original ABL Credit Agreement. 

Each of the capitalized but undefined terms used in the context of describing the ABL Credit Agreement has the meaning ascribed to such term in 

the ABL Credit Agreement.  

The Lenders will make available asset-based revolving loans (the “ABL Loans”) and letters of credit in an aggregate amount of up to $150 million, 

subject to the Borrowing Base.  The Company has issued approximately $80 million and $85 million of letters of credit under the ABL Credit 

Agreement as of December 31, 2019 and 2018, respectively. 

The Company had approximately $22 million and $19 million of Excess Availability under the ABL Credit Agreement as of December 31, 2019 and 

2018, respectively.  Excess Availability is equal to the sum of (i) 85% of the amount of the Eligible Receivables less a Dilution Reserve, (ii) the lesser 

of 85% of Net Orderly Liquidation Value or 75% of the Eligible Inventory, (iii) the lesser of 75% of Orderly Liquidation Value of Eligible Equipment or 

$7 million, as of December 31, 2019 (which $7 million decreases by $1 million per quarter) and (iv) Eligible Cash less (a) Rent and Charges 

Reserves, (b) Principal Outstanding and (c) Outstanding Letters of Credit.  Availability is subject to the borrowing base calculation, reserves and 

other limitations. 

Under the ABL Credit Agreement, Kodak is required to maintain a minimum Fixed Charge Coverage Ratio of 1.00 to 1.00 when Excess Availability is 

less than 12.5% of lender commitments.  As of December 31, 2019 and 2018, 12.5% of lender commitments were $18.75 million.  

If Excess Availability falls below 12.5% of lender commitments, Kodak may, in addition to the requirement to be in compliance with the minimum 

Fixed Charge Coverage Ratio, become subject to cash dominion control.  Since Excess Availability was greater than 12.5% of lender commitments 

at December 31, 2019 and 2018, Kodak is not required to have a minimum Fixed Charge Coverage Ratio of 1.0 to 1.0. 

To ensure Excess Availability was greater than 12.5%, Kodak funded $22 million and $3 million to the Eligible Cash account held with the ABL Credit 

Agreement Administrative Agent as of December 31, 2019 and 2018, respectively, which is classified as Restricted Cash in the Consolidated 

Statement of Financial Position. 

$18.75 million.   

On January 27, 2020 Kodak exercised its right under the ABL Credit Agreement to permanently reduce lender commitments, reducing the 

commitments from $150 million to $120 million.  As a result, the minimum Excess Availability decreased to $15 million from the previous minimum of 

The ABL Loans bear interest at the rate of LIBOR plus 2.25% - 2.75% per annum or Base Rate plus 1.25% - 1.75% per annum based on Excess 

Availability.  Each existing and future direct or indirect U.S. subsidiary of the Company (other than Immaterial Subsidiaries, Unrestricted Subsidiaries 

and certain other subsidiaries) agreed to provide unconditional guarantees of the obligations of the Company under the Credit Agreements.   

The ABL Credit Agreement matures on May 26, 2021. 

Each existing direct or indirect U.S. subsidiary of the Company (other than Immaterial Subsidiaries, Unrestricted Subsidiaries and certain other 

subsidiaries) has provided an unconditional guarantee (and any such future subsidiaries must provide an unconditional guarantee) of the obligations 

of the Company under the Credit Agreements.  Obligations under the ABL Agreement are secured by: (i) a first lien on cash, accounts receivable, 

inventory, machinery and equipment (the “ABL Collateral”) and were also secured by (ii) a second lien on the Term Collateral (as defined below).  

Subject to certain exceptions, obligations under the Term Credit Agreement are secured by: (i) a first lien on all assets of the Company and the 

Subsidiary Guarantors, other than the ABL Collateral, including a first lien on 100% of the stock of material domestic subsidiaries and 65% of the 

stock of material first-tier foreign subsidiaries (collectively the “Term Collateral”) and (ii) a second lien on the ABL Collateral.  With the repayment of 

the First Lien Loans, the obligations under the ABL Agreement are now secured by a first lien on the Term Collateral.  The aggregate carrying value 

of the Term Collateral and ABL Collateral as of December 31, 2019 and 2018 was $1,302 million and $1,310 million, respectively 

Under the terms of the ABL Credit Agreement, the Company may designate Restricted Subsidiaries as Unrestricted Subsidiaries provided the 

aggregate sales of all Unrestricted Subsidiaries are less than 7.5% of the consolidated sales of Kodak and the aggregate assets of all Unrestricted 

Subsidiaries are less than 7.5% of Kodak’s consolidated assets.  Further, on a pro forma basis at the time of designation and immediately after 

giving effect thereto, Excess Availability must be at least $30 million and the pro forma Fixed Charge Coverage Ratio must be no less than 1.0 to 1.0.  

Upon designation of Unrestricted Subsidiaries, the Company is required to provide to the Lenders reconciling statements to eliminate all financial 

information pertaining to Unrestricted Subsidiaries which is included in its annual and quarterly financial statements.  

In March 2018, the Company designated five subsidiaries as Unrestricted Subsidiaries: Kodak PE Tech, LLC, Kodak LB Tech, LLC, Kodak Realty, 
Inc., Kodakit Singapore Pte. Limited and KP Services (Jersey) Ltd.  This action allowed the Company to better position assets which may be 
monetized in the future and address costs related to underutilized properties. Collectively, these subsidiaries have sales of approximately $12 million 
for both the years ended December 31, 2019 and 2018, which represents 1% of Kodak’s consolidated sales for both periods.  These subsidiaries 
had assets of $20 million and $21 million as of December 31, 2019 and 2018, respectively, which represented 1% of Kodak’s consolidated assets as 
of such dates.  Each of the capitalized but undefined terms has the meaning ascribed to such term in the Credit Agreements. EBITDA of the 
Unrestricted Subsidiaries, as calculated under the Term Credit Agreement and the ABL Credit Agreement, is a loss and is excluded from the 
calculation of the Secured Leverage Ratio. Therefore, designating these Subsidiaries as Unrestricted had the impact of improving the Secured 
Leverage Ratio. 

Debt Reporting and Other Requirements 
Reporting requirements under the ABL Credit Agreement require the Company to provide annual audited financial statements accompanied by an 
opinion of an independent public accountant without a “going concern” or like qualification or exception and without any qualification or exception as 
to the scope of such audit or other material qualification or exception, except for any such qualification or exception with respect to any indebtedness 
maturing within 364 days after the date of such financial statements, and that the opinion be reasonably acceptable to the agent. On March 6, 2020 
the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under the reporting 
covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2019 Form 10-K audit report.  On 
March 31, 2019 the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default 
under the reporting covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2018 Form 10-K 
audit report. 

The Convertible Notes and ABL Credit Agreement limit, among other things, the Company’s and the Subsidiary Guarantors’ ability to (i) incur 
indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) make restricted payments (including dividend payments, et al.) and (v) make 
investments (ABL Credit Agreement only).  In addition to other customary affirmative covenants, the Convertible Notes and ABL Credit Agreement 
provide for a periodic delivery by the Company of its various financial statements as set forth in the Convertible Notes and ABL Credit Agreement. 
Events of default under the Convertible Notes and/or ABL Credit Agreement include, among others, failure to pay any principal, interest or other 
amount due under the applicable agreement, failure to deliver conversion shares (Convertible Notes only), breach of specific covenants and a 
change of control of the Company (ABL Credit Agreement only).  Upon an event of default, the applicable lenders may declare the outstanding 
obligations under the applicable agreement to be immediately due and payable and exercise other rights and remedies provided for in such 
agreement. 

RED-Rochester, LLC  
In January 2019 Kodak entered into a series of agreements with RED-Rochester, LLC (“RED”), which provides utilities to the Eastman Business 
Park.  Kodak received a payment of $14 million from RED. Kodak is required to pay a minimum annual payment to RED of approximately $2 million 
regardless of utility usage. Kodak is accounting for the $14 million payment from RED as debt. The minimum payments required under the 
agreement from Kodak to RED will be reported as a reduction of the debt and interest expense using the effective interest method.  The debt 
payments to RED continue until August 2033. 

NOTE 10: REDEEMABLE, CONVERTIBLE SERIES A PREFERRED STOCK 

On November 15, 2016, the Company issued 2,000,000 shares of 5.50% Series A Preferred Stock, no par value per share, for an aggregate 
purchase price of $200 million, or $100 per share pursuant to a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with 
Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret 
Mutual Pension Trust, which are investment funds managed by Southeastern (such investment funds, collectively, the “Purchasers”), dated 
November 7, 2016.  The Company received net proceeds of $198 million after issuance costs.    

The Company has classified the Series A Preferred Stock as temporary equity in the Consolidated Statement of Financial Position.   

Dividend and Other Rights 
On November 14, 2016, the Company filed with the Department of Treasury of the State of New Jersey a Certificate of Amendment to the Second 
Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Designations”) which established the designation, number of 
shares, rights, preferences and limitations of the Series A Preferred Stock which became effective upon filing.  The Series A Preferred Stock ranks 
senior to the Company’s common stock (“Common Stock”) with respect to dividend rights and rights on liquidation, winding-up and dissolution.  The 
Series A Preferred Stock has a liquidation preference of $100 per share, and the holders of Series A Preferred Stock are entitled to cumulative 
dividends payable quarterly in cash at a rate of 5.50% per annum.  Until the third quarter of 2018 all dividends owed on the Series A Preferred Stock 
were declared and paid when due.  No quarterly dividend was declared in the third or fourth quarters of 2018 or the first and second quarters of 
2019.  The Company declared a quarterly cash dividend in the third quarter of 2019 which was paid in October 2019 and in the fourth quarter of 
2019 that was paid in January 2020.    

62 

63 

 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Holders of Series A Preferred Stock are entitled to vote together with the holders of the Common Stock as a single class, in each case, on an as-
converted basis, except where a separate class vote is required by law.  Holders of Series A Preferred Stock have certain limited special approval 
rights, including with respect to the issuance of pari passu or senior equity securities of the Company.   

The Purchasers have the right to nominate members to the Company’s board of directors proportional to their ownership on an as converted basis, 
which initially allows the Purchasers to nominate two members to the board.  If dividends on any Series A Preferred Stock are in arrears for six or 
more consecutive or non-consecutive dividend periods, the holders of Series A Preferred Stock, voting with holders of all other preferred stock of the 
Company whose voting rights are then exercisable, will be entitled to vote for the election of two additional directors in the next annual meeting and 
all subsequent meetings until all accumulated dividends on such Series A Preferred Stock and other voting preferred stock have been paid or set 
aside. The nomination right of the Purchasers will be reduced by two nominees at any time the holders of Series A Preferred Stock have the right to 
elect, or participate in the election of, two additional directors. Two of the directors on the Company’s current board of directors were nominated by 
the Purchasers. 

Conversion Features 
Each share of Series A Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion 
rate of 5.7471 (equivalent to an initial conversion price of $17.40 per share of Common Stock).  If a holder elects to convert any shares of Series A 
Preferred Stock during a specified period in connection with a fundamental change (as defined in the Certificate of Designations), the conversion rate 
will be adjusted under certain circumstances and such holder will also be entitled to a payment in respect of accumulated dividends. If a holder elects 
to convert any shares of Series A Preferred Stock during a specified period following a reorganization event (as defined in the Certificate of 
Designations), such holder can elect to have the conversion rate adjusted. In addition, the Company will have the right to require holders to convert 
any shares of Series A Preferred Stock in connection with certain reorganization events, in which case the conversion rate will be adjusted under 
certain circumstances.  If shares of Series A Preferred Stock are not converted in connection with a reorganization event, such shares will become 
convertible into the exchanged property from the reorganization event. 

The Company will have the right to convert Series A Preferred Stock into Common Stock at any time after the second anniversary of the initial 
issuance if the closing price of the Common Stock has equaled or exceeded 125 percent of the then-effective conversion price for 45 trading days 
within a period of 60 consecutive trading days, with the last trading day of such 60 day period ending on the trading day immediately preceding the 
business day on which the Company issues a press release announcing the mandatory conversion.   

The initial conversion rate and the corresponding conversion price are subject to customary anti-dilution adjustments as well as an adjustment if the 
Company is obligated to make a cash payment under the settlement agreement relating to the remediation of historical environmental liabilities at 
EBP, as discussed in Note 13, “Guarantees”. 

The Company concluded that the Series A Preferred Stock is considered more akin to a debt-type instrument and that the economic characteristics 
and risks of the embedded conversion features, except where the conversion price is increased to the liquidation preference, were not considered 
clearly and closely related to the Series A Preferred Stock.  Accordingly, these embedded conversion features were bifurcated from the Series A 
Preferred Stock and separately accounted for on a combined basis at fair value as a single derivative.  The Company allocated $43 million of the net 
proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the date of issuance which 
reduced the original carrying value of the Series A Preferred Stock.  The derivative is being accounted for at fair value with subsequent changes in 
the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Series A Preferred 
Stock derivative as of December 31, 2019 was a liability of $1 million and is included in Other long-term liabilities in the accompanying Consolidated 
Statement of Financial Position. The fair value of the derivative as of December 31, 2018 was an asset of $4 million and is included within Other 
long-term assets in the accompanying Consolidated Statement of Financial Position. Refer to Note 14, “Financial Instruments” for information on the 
valuation of the derivative. 

The carrying value of the Series A Preferred Stock at the time of issuance, $155 million ($200 million aggregate gross proceeds less $43 million 
allocated to the derivative liability and $2 million in transaction costs) is being accreted to the mandatory redemption amount using the effective 
interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance 
through the mandatory redemption date, November 15, 2021.   

Redemption Features 
If any shares of Series A Preferred Stock have not been converted prior to the fifth anniversary of the initial issuance of the Series A Preferred Stock, 
the Company is required to redeem such shares at $100 per share plus the amount of accrued and unpaid dividends.  As the Company concluded 
that the Series A Preferred Stock is considered more akin to a debt-type instrument, the redemption feature is considered to be clearly and closely 
related to the host contract and therefore was not required to be separated from the Series A Preferred Stock.   

Series A Registration Rights Agreement 

On November 15, 2016, the Company, Southeastern and the Purchasers entered into a Registration Rights Agreement (the “Series A Registration 

Rights Agreement”), pursuant to which the Company agreed to register under the Securities Act and take certain actions with respect to the offer and 

sale by the Purchasers of shares of Series A Preferred Stock purchased by the Purchasers and shares of Common Stock issuable upon conversion 

of the Series A Preferred Stock and issuable pursuant to the terms of the Series A Preferred Stock (the “Series A registrable securities”).  

Pursuant to the Registration Rights Agreement, the Company has filed with the SEC a shelf registration statement on Form S-3 that relates to the 

resale of the Series A registrable securities and such registration statement has been declared effective by the SEC.  Upon the written demand of 

the relevant Purchaser(s), the Company will facilitate a “takedown” of Series A registrable securities off of the registration statement but the 

Purchaser(s) may not, individually or collectively, make more than four demands in the aggregate. Any demand for an underwritten offering of Series 

A Preferred Stock must have an aggregate market value (based on the most recent closing price of the Common Stock into which the Series A 

Preferred Stock is convertible at the time of the demand) of at least $75 million. 

The Series A Registration Rights Agreement does not entitle the Purchasers to piggyback registration rights.  The Series A Registration Rights 

Agreement is binding upon the parties thereto and their successors and will inure to the benefit of each Purchaser and its successors and permitted 

assigns. Neither party may assign the Series A Registration Rights Agreement without the prior written consent of the other party. 

NOTE 11:  LEASES 

Kodak as lessee 

The table below presents the lease-related assets and liabilities on the balance sheet: 

Classification in the 

   December 31,    

Consolidated Statement of Financial Position 

2019 

Operating lease right-of-use assets 

Property, plant and equipment, net 

Current portion of operating leases 

   Short-term borrowings and current portion of long-term debt 

Operating leases, net of current portion 

Long-term debt, net of current portion 

(in millions) 

Assets 

Operating lease assets 

Finance lease assets 

Total lease assets 

Liabilities 

Current 

Operating 

Finance 

Noncurrent 

Operating 

Finance 

Total lease liabilities 

Weighted-average remaining lease term 

Weighted-average discount rate 

Operating 

Finance (1) 

Operating (2) 

Finance 

  $ 

  $ 

  $ 

  $ 

49   

5   

54   

12   

1   

48   

4   

65   

7 years   

338 years   

14.12 % 

6.79 % 

(1) One finance lease has a remaining term of 968 years.  The weighted-average lease term excluding the lease with a remaining term of 968 

(2)

Upon adoption of ASC 842, Kodak’s incremental borrowing rate of 16.50% as of January 1, 2019 was used for existing operating leases. 

years is 4 years. 

Lease Costs 

The table below presents certain information related to the lease expense for finance and operating leases.  Lease expense is presented gross of 

sublease income.  See “Kodak as Lessor” section below for income from subleases. 

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Holders of Series A Preferred Stock are entitled to vote together with the holders of the Common Stock as a single class, in each case, on an as-

converted basis, except where a separate class vote is required by law.  Holders of Series A Preferred Stock have certain limited special approval 

rights, including with respect to the issuance of pari passu or senior equity securities of the Company.   

The Purchasers have the right to nominate members to the Company’s board of directors proportional to their ownership on an as converted basis, 

which initially allows the Purchasers to nominate two members to the board.  If dividends on any Series A Preferred Stock are in arrears for six or 

more consecutive or non-consecutive dividend periods, the holders of Series A Preferred Stock, voting with holders of all other preferred stock of the 

Company whose voting rights are then exercisable, will be entitled to vote for the election of two additional directors in the next annual meeting and 

all subsequent meetings until all accumulated dividends on such Series A Preferred Stock and other voting preferred stock have been paid or set 

aside. The nomination right of the Purchasers will be reduced by two nominees at any time the holders of Series A Preferred Stock have the right to 

elect, or participate in the election of, two additional directors. Two of the directors on the Company’s current board of directors were nominated by 

the Purchasers. 

Conversion Features 

Each share of Series A Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion 

rate of 5.7471 (equivalent to an initial conversion price of $17.40 per share of Common Stock).  If a holder elects to convert any shares of Series A 

Preferred Stock during a specified period in connection with a fundamental change (as defined in the Certificate of Designations), the conversion rate 

will be adjusted under certain circumstances and such holder will also be entitled to a payment in respect of accumulated dividends. If a holder elects 

to convert any shares of Series A Preferred Stock during a specified period following a reorganization event (as defined in the Certificate of 

Designations), such holder can elect to have the conversion rate adjusted. In addition, the Company will have the right to require holders to convert 

any shares of Series A Preferred Stock in connection with certain reorganization events, in which case the conversion rate will be adjusted under 

certain circumstances.  If shares of Series A Preferred Stock are not converted in connection with a reorganization event, such shares will become 

convertible into the exchanged property from the reorganization event. 

The Company will have the right to convert Series A Preferred Stock into Common Stock at any time after the second anniversary of the initial 

issuance if the closing price of the Common Stock has equaled or exceeded 125 percent of the then-effective conversion price for 45 trading days 

within a period of 60 consecutive trading days, with the last trading day of such 60 day period ending on the trading day immediately preceding the 

business day on which the Company issues a press release announcing the mandatory conversion.   

The initial conversion rate and the corresponding conversion price are subject to customary anti-dilution adjustments as well as an adjustment if the 

Company is obligated to make a cash payment under the settlement agreement relating to the remediation of historical environmental liabilities at 

EBP, as discussed in Note 13, “Guarantees”. 

The Company concluded that the Series A Preferred Stock is considered more akin to a debt-type instrument and that the economic characteristics 

and risks of the embedded conversion features, except where the conversion price is increased to the liquidation preference, were not considered 

clearly and closely related to the Series A Preferred Stock.  Accordingly, these embedded conversion features were bifurcated from the Series A 

Preferred Stock and separately accounted for on a combined basis at fair value as a single derivative.  The Company allocated $43 million of the net 

proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the date of issuance which 

reduced the original carrying value of the Series A Preferred Stock.  The derivative is being accounted for at fair value with subsequent changes in 

the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Series A Preferred 

Stock derivative as of December 31, 2019 was a liability of $1 million and is included in Other long-term liabilities in the accompanying Consolidated 

Statement of Financial Position. The fair value of the derivative as of December 31, 2018 was an asset of $4 million and is included within Other 

long-term assets in the accompanying Consolidated Statement of Financial Position. Refer to Note 14, “Financial Instruments” for information on the 

valuation of the derivative. 

The carrying value of the Series A Preferred Stock at the time of issuance, $155 million ($200 million aggregate gross proceeds less $43 million 

allocated to the derivative liability and $2 million in transaction costs) is being accreted to the mandatory redemption amount using the effective 

interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance 

through the mandatory redemption date, November 15, 2021.   

Redemption Features 

If any shares of Series A Preferred Stock have not been converted prior to the fifth anniversary of the initial issuance of the Series A Preferred Stock, 

the Company is required to redeem such shares at $100 per share plus the amount of accrued and unpaid dividends.  As the Company concluded 

that the Series A Preferred Stock is considered more akin to a debt-type instrument, the redemption feature is considered to be clearly and closely 

related to the host contract and therefore was not required to be separated from the Series A Preferred Stock.   

Series A Registration Rights Agreement 
On November 15, 2016, the Company, Southeastern and the Purchasers entered into a Registration Rights Agreement (the “Series A Registration 
Rights Agreement”), pursuant to which the Company agreed to register under the Securities Act and take certain actions with respect to the offer and 
sale by the Purchasers of shares of Series A Preferred Stock purchased by the Purchasers and shares of Common Stock issuable upon conversion 
of the Series A Preferred Stock and issuable pursuant to the terms of the Series A Preferred Stock (the “Series A registrable securities”).  

Pursuant to the Registration Rights Agreement, the Company has filed with the SEC a shelf registration statement on Form S-3 that relates to the 
resale of the Series A registrable securities and such registration statement has been declared effective by the SEC.  Upon the written demand of 
the relevant Purchaser(s), the Company will facilitate a “takedown” of Series A registrable securities off of the registration statement but the 
Purchaser(s) may not, individually or collectively, make more than four demands in the aggregate. Any demand for an underwritten offering of Series 
A Preferred Stock must have an aggregate market value (based on the most recent closing price of the Common Stock into which the Series A 
Preferred Stock is convertible at the time of the demand) of at least $75 million. 

The Series A Registration Rights Agreement does not entitle the Purchasers to piggyback registration rights.  The Series A Registration Rights 
Agreement is binding upon the parties thereto and their successors and will inure to the benefit of each Purchaser and its successors and permitted 
assigns. Neither party may assign the Series A Registration Rights Agreement without the prior written consent of the other party. 

NOTE 11:  LEASES 

Kodak as lessee 
The table below presents the lease-related assets and liabilities on the balance sheet: 

Classification in the 
Consolidated Statement of Financial Position 

   December 31,    
2019 

(in millions) 
Assets 
Operating lease assets 
Finance lease assets 
Total lease assets 

Liabilities 
Current 

Operating 
Finance 
Noncurrent 
Operating 
Finance 

Total lease liabilities 

Operating lease right-of-use assets 
Property, plant and equipment, net 

  $ 

  $ 

Current portion of operating leases 
   Short-term borrowings and current portion of long-term debt 

  $ 

Operating leases, net of current portion 
Long-term debt, net of current portion 

  $ 

Weighted-average remaining lease term 

Operating 
Finance (1) 

Weighted-average discount rate 

Operating (2) 
Finance 

49   
5   
54   

12   
1   

48   
4   
65   

7 years   
338 years   

14.12 % 
6.79 % 

(1) One finance lease has a remaining term of 968 years.  The weighted-average lease term excluding the lease with a remaining term of 968 

years is 4 years. 

(2)

Upon adoption of ASC 842, Kodak’s incremental borrowing rate of 16.50% as of January 1, 2019 was used for existing operating leases. 

Lease Costs 
The table below presents certain information related to the lease expense for finance and operating leases.  Lease expense is presented gross of 
sublease income.  See “Kodak as Lessor” section below for income from subleases. 

64 

65 

 
  
 
  
 
 
 
 
 
 
 
 
 
 
  
 
  
  
  
  
  
  
  
    
    
  
  
    
  
  
  
  
  
    
    
  
  
    
    
  
  
    
    
  
    
  
  
    
    
  
    
  
    
  
  
  
  
  
    
    
    
    
  
  
  
  
  
  
    
    
  
  
    
  
  
    
 
 
 
 
(in millions) 
Finance lease expense 

Amortization of leased assets 
Interest on lease liabilities 

Operating lease expense 
Variable lease expense (1) 
Total lease expense 

Year Ended 
December 31, 
2019 

  $ 

  $ 

(1)

Variable lease expense is related to real estate leases and primarily includes taxes, insurance and operating costs. 

Other Information 
The table below presents supplemental cash flow information related to leases. 

(in millions) 
Cash paid for amounts included in the measurement of lease liabilities 
Operating cash flows for operating leases 
Operating cash flow for finance leases 
Financing cash flow for finance leases 

Year Ended 
December 31, 
2019 

  $ 

  $ 

3   
—   
25   
10   
38   

25   
—   
2   
27   

Undiscounted Cash Flows 
The table below reconciles the undiscounted cash flows for the next five years and thereafter to the finance lease liabilities and operating lease 
liabilities recorded on the balance sheet. 

   Operating Leases 
  $ 

 (in millions) 
2020 
2021 
2022 
2023 
2024 
Thereafter 
Total minimum lease payments 
Less: amount of lease payments representing interest 
Present value of future minimum lease payments 
Less: current obligations under leases 
Long-term lease obligations 

  $ 

Finance Leases 

1   
1   
1   
—   
—   
117   
120   
(115 ) 
5   
1   
4   

Income recognized on operating lease arrangements for the year ended December 31, 2019 is presented below (income recognized for sales-type 

lease arrangements is $0 million): 

Year Ended 

December 31, 

2019 

21      $ 
15        
17        
9        
8        
28        
98        
(38 )      
60        
12        
48      $ 

Prior Period Disclosures under ASC 840 
For the year ended December 31, 2018, operating lease expense was $21 million, net of sublease income of $7 million. 

(1)

Variable lease income primarily represents operating costs under real estate leases and incremental variable income based on usage 

under equipment leases. 

Future minimum contractual lease payments for operating leases having initial or remaining noncancelable lease terms in excess of one year as of 
December 31, 2018 were as follows: 

Equipment subject to operating leases and the related accumulated depreciation were as follows: 

(in millions) 
2019 
2020 
2021 
2022 
2023 
Thereafter 

At December 31, 
2018 

20   
21   
13   
3   
3   
7   
67   

  $ 

  $ 

66 

67 

Kodak as Lessor 

Kodak’s net investment in sales-type leases as of December 31, 2019 was $4 million.  The current portion of the net investment in sales-type leases 

is included in Trade receivables in the Consolidated Statement of Financial Position.  The portion of the net investment in sales-type leases due after 

one year is included in Other long-term assets. 

The table below reconciles the undiscounted cash flows to be received for the next five years and thereafter to the net investment in sales-type 

leases recorded in the Consolidated Statement of Financial Position: 

Undiscounted cash flows to be received for the next five years and thereafter for operating leases and subleases are: 

2023 and thereafter 

Total minimum lease payments 

Less: unearned interest 

Less: allowance for doubtful accounts 

Net investment in sales-type leases 

 (in millions) 

2020 

2021 

2022 

 (in millions) 

2020 

2021 

2022 

2023 

2024 

Thereafter 

Total minimum lease payments 

(in millions) 

Lease income - operating leases: 

Lease income 

Sublease income 

Variable lease income (1) 

Total lease income 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

2   

1   

1   

—   

4   

—   

—   

4   

10   

8   

6   

5   

4   

14   

47   

9   

6   

6   

21   

(in millions) 

Equipment subject to operating leases 

Accumulated depreciation 

Equipment subject to operating leases, net 

As of December 31, 

2019 

2018 

   $ 

   $ 

29     $ 

(20 )     

9     $ 

34   

(19 ) 

15   

Equipment subject to operating leases, net is included in Property, plant and equipment, net in the Consolidated Statement of Financial Position. 

  
  
  
  
  
  
  
  
    
    
    
    
    
 
 
 
  
  
  
  
  
  
  
  
    
    
    
    
  
 
 
 
    
  
    
    
    
    
    
    
    
    
    
 
 
 
  
  
    
    
    
    
    
  
 
 
 
     
  
  
     
     
     
     
  
  
  
  
 
 
     
  
  
     
     
     
     
     
 
 
  
  
  
  
  
  
  
  
  
    
  
  
  
  
  
 
 
 
  
  
  
  
    
  
     
 
 
(in millions) 

Finance lease expense 

Amortization of leased assets 

Interest on lease liabilities 

Operating lease expense 

Variable lease expense (1) 

Total lease expense 

(1)

Variable lease expense is related to real estate leases and primarily includes taxes, insurance and operating costs. 

Other Information 

The table below presents supplemental cash flow information related to leases. 

(in millions) 

Cash paid for amounts included in the measurement of lease liabilities 

Operating cash flows for operating leases 

Operating cash flow for finance leases 

Financing cash flow for finance leases 

Undiscounted Cash Flows 

liabilities recorded on the balance sheet. 

The table below reconciles the undiscounted cash flows for the next five years and thereafter to the finance lease liabilities and operating lease 

Year Ended 

December 31, 

2019 

Year Ended 

December 31, 

2019 

3   

—   

25   

10   

38   

25   

—   

2   

27   

1   

1   

1   

—   

—   

117   

120   

(115 ) 

5   

1   

4   

20   

21   

13   

3   

3   

7   

67   

  $ 

  $ 

  $ 

  $ 

  $ 

  $ 

   Operating Leases 

Finance Leases 

  $ 

  $ 

21      $ 

15        

17        

9        

8        

28        

98        

(38 )      

60        

12        

48      $ 

Thereafter 

Total minimum lease payments 

Less: amount of lease payments representing interest 

Present value of future minimum lease payments 

Less: current obligations under leases 

Long-term lease obligations 

December 31, 2018 were as follows: 

 (in millions) 

2020 

2021 

2022 

2023 

2024 

(in millions) 

2019 

2020 

2021 

2022 

2023 

Thereafter 

Kodak as Lessor 
Kodak’s net investment in sales-type leases as of December 31, 2019 was $4 million.  The current portion of the net investment in sales-type leases 
is included in Trade receivables in the Consolidated Statement of Financial Position.  The portion of the net investment in sales-type leases due after 
one year is included in Other long-term assets. 

The table below reconciles the undiscounted cash flows to be received for the next five years and thereafter to the net investment in sales-type 
leases recorded in the Consolidated Statement of Financial Position: 

 (in millions) 
2020 
2021 
2022 
2023 and thereafter 
Total minimum lease payments 
Less: unearned interest 
Less: allowance for doubtful accounts 
Net investment in sales-type leases 

   $ 

   $ 

Undiscounted cash flows to be received for the next five years and thereafter for operating leases and subleases are: 

 (in millions) 
2020 
2021 
2022 
2023 
2024 
Thereafter 
Total minimum lease payments 

   $ 

   $ 

2   
1   
1   
—   
4   
—   
—   
4   

10   
8   
6   
5   
4   
14   
47   

Income recognized on operating lease arrangements for the year ended December 31, 2019 is presented below (income recognized for sales-type 
lease arrangements is $0 million): 

(in millions) 
Lease income - operating leases: 
Lease income 
Sublease income 
Variable lease income (1) 
Total lease income 

Year Ended 
December 31, 
2019 

   $ 

   $ 

9   
6   
6   
21   

Prior Period Disclosures under ASC 840 

For the year ended December 31, 2018, operating lease expense was $21 million, net of sublease income of $7 million. 

(1)

Variable lease income primarily represents operating costs under real estate leases and incremental variable income based on usage 
under equipment leases. 

Future minimum contractual lease payments for operating leases having initial or remaining noncancelable lease terms in excess of one year as of 

Equipment subject to operating leases and the related accumulated depreciation were as follows: 

At December 31, 

2018 

(in millions) 
Equipment subject to operating leases 
Accumulated depreciation 
Equipment subject to operating leases, net 

As of December 31, 

2019 

2018 

   $ 

   $ 

29     $ 
(20 )     
9     $ 

34   
(19 ) 
15   

Equipment subject to operating leases, net is included in Property, plant and equipment, net in the Consolidated Statement of Financial Position. 

66 

67 

  
  
  
  
  
  
  
  
    
    
    
    
    
 
 
 
  
  
  
  
  
  
  
  
    
    
    
    
  
 
 
 
    
  
    
    
    
    
    
    
    
    
    
 
 
 
  
  
    
    
    
    
    
  
 
 
 
     
  
  
     
     
     
     
  
  
  
  
 
 
     
  
  
     
     
     
     
     
 
 
  
  
  
  
  
  
  
  
  
    
  
  
  
  
  
 
 
 
  
  
  
  
    
  
     
 
 
NOTE 12:  COMMITMENTS AND CONTINGENCIES 

Asset Retirement Obligations 
Kodak’s asset retirement obligations primarily relate to asbestos contained in buildings that Kodak owns.  In many of the countries in which Kodak 
operates, environmental regulations exist that require Kodak to handle and dispose of asbestos in a special manner if a building undergoes major 
renovations or is demolished.  Otherwise, Kodak is not required to remove the asbestos from its buildings.  Kodak records a liability equal to the 
estimated fair value of its obligation to perform asset retirement activities related to the asbestos, computed using an expected present value 
technique, when sufficient information exists to calculate the fair value.  Kodak does not have a liability recorded related to every building that 
contains asbestos because Kodak cannot estimate the fair value of its obligation for certain buildings due to a lack of sufficient information about the 
range of time over which the obligation may be settled through demolition, renovation or sale of the building. 

The following table provides asset retirement obligation activity (in millions): 

Asset Retirement Obligations at start of period 
Liabilities incurred in the current period 
Liabilities settled in the current period 
Accretion expense 
Revision in estimated cash flows 
Asset Retirement Obligations at end of period 

For the Year Ended December 31, 

2019 

2018 

   $ 

   $ 

48      $ 
3        
(6 )      
2        
1        
48      $ 

43   
3   
(3 ) 
2   
3   
48   

Other Commitments and Contingencies 
As of December 31, 2019, the Company had outstanding letters of credit of $80 million issued under the ABL Credit Agreement as well as bank 
guarantees and letters of credit of $7 million, surety bonds in the amount of $38 million, and restricted cash of $57 million, primarily to support 
compliance with the Excess Availability threshold under the ABL Credit Agreement, to ensure the payment of possible casualty and workers 
compensation claims, environmental liabilities, legal contingencies, rental payments, and to support various customs, hedging, tax and trade 
activities.  The restricted cash and deposits are recorded in Restricted cash, Other current assets and Other long-term assets in the Consolidated 
Statement of Financial Position. 

Kodak’s Brazilian operations are involved in various litigation matters and have received or been the subject of numerous governmental 
assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former 
employees and contract labor.  The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-
added taxes.  Kodak is disputing these matters and intends to vigorously defend its position.  Kodak routinely assesses all these matters as to the 
probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it assesses 
the likelihood of loss as probable.  As of December 31, 2019, the unreserved portion of these contingencies, inclusive of any related interest and 
penalties, for which there was at least a reasonable possibility that a loss may be incurred, amounted to approximately $8 million. 

In connection with assessments in Brazil, local regulations may require Kodak to post security for a portion of the amounts in dispute. As of 
December 31, 2019, Kodak has posted security composed of $5 million of pledged cash reported within Restricted cash in the Consolidated 
Statement of Financial Position and liens on certain Brazilian assets with a net book value of approximately $56 million.  Generally, any 
encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in Kodak's favor. 

Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, 
employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business.  Kodak is 
also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including 
patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products and claims arising out of Kodak’s 
licensing its brand.  These matters are in various stages of investigation and litigation and are being vigorously defended.  Based on information 
currently available, Kodak does not believe that it is probable that the outcomes in any of these matters, individually or collectively, will have a 
material adverse effect on its financial condition or results of operations.  Litigation is inherently unpredictable, and judgments could be rendered or 
settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period.  Kodak routinely assesses all of its 
litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations 
where it assesses the likelihood of loss as probable. 

NOTE 13:  GUARANTEES 

In accordance with the terms of a settlement agreement concerning certain of the Company’s historical environmental liabilities at EBP, in the event 
the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million with no limitation to the maximum 
potential future payments.  There is no liability recorded related to this guarantee. 

same counterparty. 

68 

69 

Indemnifications 

Kodak may, in certain instances, indemnify third parties when it sells businesses and real estate, and in the ordinary course of business with its 

customers, suppliers, service providers and business partners.  Additionally, Kodak indemnifies officers and directors who are, or were, serving at 

Kodak’s request in such capacities.  Historically, costs incurred to settle claims related to these indemnifications have not been material to Kodak’s 

financial position, results of operations or cash flows.  Further, the fair value of any right to indemnification granted during the year ended December 

31, 2019 was not material to Kodak’s financial position, results of operations or cash flows. 

Extended Warranty Arrangements 

Kodak offers its customers extended warranty arrangements that are generally one year, but may range from three months to six years after the 

original warranty period.  Kodak provides repair services and routine maintenance under these arrangements.  Kodak has not separated the 

extended warranty costs from the routine maintenance service costs, as it is not practicable to do so.  Therefore, these costs have been aggregated 

in the discussion that follows.  The change in Kodak's deferred revenue balance in relation to these extended warranty and maintenance 

arrangements, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows: 

Deferred revenue on extended warranties as of December 31, 2017 

  $ 

New extended warranty and maintenance arrangements 

Recognition of extended warranty and maintenance arrangement 

Deferred revenue on extended warranties as of December 31, 2018 

New extended warranty and maintenance arrangements 

Recognition of extended warranty and maintenance arrangement 

 (in millions) 

   revenue 

   revenue 

Deferred revenue on extended warranties as of December 31, 2019 

  $ 

22   

105   

(105 ) 

22   

98   

(99 ) 

21   

Costs incurred under these extended warranty and maintenance arrangements for the years ended December 31, 2019 and 2018 amounted to $105 

million and $113 million, respectively. 

NOTE 14:  FINANCIAL INSTRUMENTS 

Kodak, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates, which 

may adversely affect its results of operations and financial position.  Kodak manages such exposures, in part, with derivative financial instruments.  

Foreign currency forward contracts are used to mitigate currency risk related to foreign currency denominated assets and liabilities, as well as 

forecasted foreign currency denominated intercompany assets.  Kodak’s exposure to changes in interest rates results from its investing and 

borrowing activities used to meet its liquidity needs.  Kodak does not utilize financial instruments for trading or other speculative purposes. 

Kodak’s foreign currency forward contracts are not designated as hedges and are marked to market through net earnings (loss) at the same time 

that the exposed assets and liabilities are re-measured through net earnings (loss) (both in Other charges, net in the Consolidated Statement of 

Operations).  The notional amount of such contracts open at December 31, 2019 and 2018 was approximately $332 million and $415 million, 

respectively.  The majority of the contracts of this type held by Kodak at December 31, 2019 and 2018 were denominated in euros, Japanese yen, 

Chinese renminbi and Swiss francs.  The net effect of foreign currency forward contracts in the results of operations is shown in the following table: 

Net loss from derivatives not designated as hedging 

(in millions) 

   instruments 

Year Ended December 31, 

2019 

2018 

   $ 

4      $ 

10   

Kodak had no derivatives designated as hedging instruments for the years ended December 31, 2019 and 2018. 

Kodak’s derivative counterparties are high-quality investment or commercial banks with significant experience with such instruments.  Kodak 

manages exposure to counterparty credit risk by requiring specific minimum credit standards and diversification of counterparties.  Kodak has 

procedures to monitor the credit exposure amounts.  The maximum credit exposure at December 31, 2019 was not significant to Kodak. 

In the event of a default under the Company’s ABL Credit Agreement, or a default under any derivative contract or similar obligation of Kodak, 

subject to certain minimum thresholds, the derivative counterparties would have the right, although not the obligation, to require immediate 

settlement of some or all open derivative contracts at their then-current fair value, but with liability positions netted against asset positions with the 

 
  
  
  
  
  
     
  
     
     
     
     
 
 
 
 
 
 
        
  
    
    
    
    
    
 
 
 
 
 
  
  
  
  
    
  
 
 
NOTE 12:  COMMITMENTS AND CONTINGENCIES 

Asset Retirement Obligations 

Kodak’s asset retirement obligations primarily relate to asbestos contained in buildings that Kodak owns.  In many of the countries in which Kodak 

operates, environmental regulations exist that require Kodak to handle and dispose of asbestos in a special manner if a building undergoes major 

renovations or is demolished.  Otherwise, Kodak is not required to remove the asbestos from its buildings.  Kodak records a liability equal to the 

estimated fair value of its obligation to perform asset retirement activities related to the asbestos, computed using an expected present value 

technique, when sufficient information exists to calculate the fair value.  Kodak does not have a liability recorded related to every building that 

contains asbestos because Kodak cannot estimate the fair value of its obligation for certain buildings due to a lack of sufficient information about the 

range of time over which the obligation may be settled through demolition, renovation or sale of the building. 

The following table provides asset retirement obligation activity (in millions): 

Asset Retirement Obligations at start of period 

   $ 

Liabilities incurred in the current period 

Liabilities settled in the current period 

Accretion expense 

Revision in estimated cash flows 

Asset Retirement Obligations at end of period 

   $ 

For the Year Ended December 31, 

2019 

2018 

48      $ 

3        

(6 )      

2        

1        

48      $ 

43   

3   

(3 ) 

2   

3   

48   

Other Commitments and Contingencies 

As of December 31, 2019, the Company had outstanding letters of credit of $80 million issued under the ABL Credit Agreement as well as bank 

guarantees and letters of credit of $7 million, surety bonds in the amount of $38 million, and restricted cash of $57 million, primarily to support 

compliance with the Excess Availability threshold under the ABL Credit Agreement, to ensure the payment of possible casualty and workers 

compensation claims, environmental liabilities, legal contingencies, rental payments, and to support various customs, hedging, tax and trade 

activities.  The restricted cash and deposits are recorded in Restricted cash, Other current assets and Other long-term assets in the Consolidated 

Statement of Financial Position. 

Kodak’s Brazilian operations are involved in various litigation matters and have received or been the subject of numerous governmental 

assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former 

employees and contract labor.  The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-

added taxes.  Kodak is disputing these matters and intends to vigorously defend its position.  Kodak routinely assesses all these matters as to the 

probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it assesses 

the likelihood of loss as probable.  As of December 31, 2019, the unreserved portion of these contingencies, inclusive of any related interest and 

penalties, for which there was at least a reasonable possibility that a loss may be incurred, amounted to approximately $8 million. 

In connection with assessments in Brazil, local regulations may require Kodak to post security for a portion of the amounts in dispute. As of 

December 31, 2019, Kodak has posted security composed of $5 million of pledged cash reported within Restricted cash in the Consolidated 

Statement of Financial Position and liens on certain Brazilian assets with a net book value of approximately $56 million.  Generally, any 

encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in Kodak's favor. 

Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, 

employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business.  Kodak is 

also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including 

patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products and claims arising out of Kodak’s 

licensing its brand.  These matters are in various stages of investigation and litigation and are being vigorously defended.  Based on information 

currently available, Kodak does not believe that it is probable that the outcomes in any of these matters, individually or collectively, will have a 

material adverse effect on its financial condition or results of operations.  Litigation is inherently unpredictable, and judgments could be rendered or 

settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period.  Kodak routinely assesses all of its 

litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations 

where it assesses the likelihood of loss as probable. 

NOTE 13:  GUARANTEES 

In accordance with the terms of a settlement agreement concerning certain of the Company’s historical environmental liabilities at EBP, in the event 

the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million with no limitation to the maximum 

potential future payments.  There is no liability recorded related to this guarantee. 

Indemnifications 
Kodak may, in certain instances, indemnify third parties when it sells businesses and real estate, and in the ordinary course of business with its 
customers, suppliers, service providers and business partners.  Additionally, Kodak indemnifies officers and directors who are, or were, serving at 
Kodak’s request in such capacities.  Historically, costs incurred to settle claims related to these indemnifications have not been material to Kodak’s 
financial position, results of operations or cash flows.  Further, the fair value of any right to indemnification granted during the year ended December 
31, 2019 was not material to Kodak’s financial position, results of operations or cash flows. 

Extended Warranty Arrangements 
Kodak offers its customers extended warranty arrangements that are generally one year, but may range from three months to six years after the 
original warranty period.  Kodak provides repair services and routine maintenance under these arrangements.  Kodak has not separated the 
extended warranty costs from the routine maintenance service costs, as it is not practicable to do so.  Therefore, these costs have been aggregated 
in the discussion that follows.  The change in Kodak's deferred revenue balance in relation to these extended warranty and maintenance 
arrangements, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows: 

 (in millions) 
Deferred revenue on extended warranties as of December 31, 2017 
New extended warranty and maintenance arrangements 
Recognition of extended warranty and maintenance arrangement 
   revenue 
Deferred revenue on extended warranties as of December 31, 2018 
New extended warranty and maintenance arrangements 
Recognition of extended warranty and maintenance arrangement 
   revenue 
Deferred revenue on extended warranties as of December 31, 2019 

  $ 

  $ 

22   
105   

(105 ) 
22   
98   

(99 ) 
21   

Costs incurred under these extended warranty and maintenance arrangements for the years ended December 31, 2019 and 2018 amounted to $105 
million and $113 million, respectively. 

NOTE 14:  FINANCIAL INSTRUMENTS 

Kodak, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates, which 
may adversely affect its results of operations and financial position.  Kodak manages such exposures, in part, with derivative financial instruments.  
Foreign currency forward contracts are used to mitigate currency risk related to foreign currency denominated assets and liabilities, as well as 
forecasted foreign currency denominated intercompany assets.  Kodak’s exposure to changes in interest rates results from its investing and 
borrowing activities used to meet its liquidity needs.  Kodak does not utilize financial instruments for trading or other speculative purposes. 

Kodak’s foreign currency forward contracts are not designated as hedges and are marked to market through net earnings (loss) at the same time 
that the exposed assets and liabilities are re-measured through net earnings (loss) (both in Other charges, net in the Consolidated Statement of 
Operations).  The notional amount of such contracts open at December 31, 2019 and 2018 was approximately $332 million and $415 million, 
respectively.  The majority of the contracts of this type held by Kodak at December 31, 2019 and 2018 were denominated in euros, Japanese yen, 
Chinese renminbi and Swiss francs.  The net effect of foreign currency forward contracts in the results of operations is shown in the following table: 

(in millions) 
Net loss from derivatives not designated as hedging 
   instruments 

Year Ended December 31, 
2018 
2019 

   $ 

4      $ 

10   

Kodak had no derivatives designated as hedging instruments for the years ended December 31, 2019 and 2018. 

Kodak’s derivative counterparties are high-quality investment or commercial banks with significant experience with such instruments.  Kodak 
manages exposure to counterparty credit risk by requiring specific minimum credit standards and diversification of counterparties.  Kodak has 
procedures to monitor the credit exposure amounts.  The maximum credit exposure at December 31, 2019 was not significant to Kodak. 

In the event of a default under the Company’s ABL Credit Agreement, or a default under any derivative contract or similar obligation of Kodak, 
subject to certain minimum thresholds, the derivative counterparties would have the right, although not the obligation, to require immediate 
settlement of some or all open derivative contracts at their then-current fair value, but with liability positions netted against asset positions with the 
same counterparty. 

68 

69 

 
  
  
  
  
  
     
  
     
     
     
     
 
 
 
 
 
 
        
  
    
    
    
    
    
 
 
 
 
 
  
  
  
  
    
  
 
 
The Fundamental Change and Reorganization Conversion values at issuance were calculated as the difference between the total value of the 

Convertible Notes or Series A Preferred Stock, as applicable, and the sum of the net present value of the cash flows if the Convertible Notes are 

repaid at their maturity or the Series A Preferred Stock is redeemed on its fifth anniversary and the values of the other embedded derivatives. The 

Fundamental Change and Reorganization Conversion value reduces the value of the embedded conversion features and term extension option 

derivative liability.  Other than events which alter the likelihood of a fundamental change or reorganization event, the value of the Fundamental 

Change and Reorganization Conversion reflect the value as of the issuance date, amortized for the passage of time.  The Fundamental Change and 

Reorganization Conversion value for the Series A Preferred Stock exceeded the value of the embedded conversion features derivative liability at 

December 31, 2018 resulting in the derivative being reported as an asset. 

The fair values of long-term borrowings were $111 million and $5 million at December 31, 2019 and 2018, respectively. 

Fair values of long-term borrowings (Level 2 fair value measurements) are determined by reference to quoted market prices, if available, or by 

pricing models based on the value of related cash flows discounted at current market interest rates.  At December 31, 2018, the fair value of current 

portion of long-term borrowings was also determined by reference to quoted market prices of similar instruments, if available, or by pricing models 

based on the value of related cash flows discounted at current market interest rates.  The fair value of the current portion of long-term borrowings 

was $378 million at December 31, 2018. 

Transfers between levels of the fair value hierarchy are recognized based on the actual date of the event or change in circumstances that caused the 

transfer.  There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2019. 

The carrying values of cash and cash equivalents and restricted cash approximate their fair values.  In addition, the fair value of the current portion of 

long-term borrowings approximated its fair value at December 31, 2019. 

As discussed in Note 9, “Debt and Finance Leases”, the Company concluded that the Convertible Notes are considered more akin to a debt-type 
instrument and that the economic characteristics and risks of the embedded conversion features and term extension option were not considered 
clearly and closely related to the Convertible Notes.  The embedded conversion features not considered clearly and closely related are the 
conversion at the option of the holder (“Optional Conversion”) and the conversion in the event of a fundamental change or reorganization 
(“Fundamental Change or Reorganization Conversion”). Accordingly, these embedded conversion features and term extension option were 
bifurcated from the Convertible Notes and separately accounted for on a combined basis as a single derivative asset or liability.  The derivative is in 
a liability position at December 31, 2019 and is reported in Other long-term liabilities in the Consolidated Statement of Financial Position.  The 
derivative is being accounted for at fair value with changes in fair value being reported in Other charges, net in the Consolidated Statement of 
Operations. 

As discussed in Note 10, “Redeemable, Convertible, Series A Preferred Stock”, Kodak concluded that the Series A Preferred Stock is considered 
more akin to a debt-type instrument and that the economic characteristics and risks of the embedded conversion features, except where the 
conversion price was increased to the liquidation preference, were not considered clearly and closely related to the Series A Preferred Stock.  The 
embedded conversion features not considered clearly and closely related are the conversion at the option of the holder; the ability of Kodak to 
automatically convert the stock after the second anniversary of issuance and the conversion in the event of a fundamental change or reorganization. 
Accordingly, these embedded conversion features were bifurcated from the Series A Preferred Stock and separately accounted for on a combined 
basis as a single derivative asset or liability which is reported in Other long-term liabilities in the Consolidated Statement of Financial Position as of 
December 31, 2019 and Other long-term assets in the Consolidated Statement of Financial Position as of December 31, 2018.  The derivative is 
being accounted for at fair value with changes in fair value being reported in Other charges, net in the Consolidated Statement of Operations. 

Fair Value 
Fair values of Kodak’s foreign currency forward contracts are determined using observable inputs (Level 2 fair value measurements) and are based 
on the present value of expected future cash flows (an income approach valuation technique) considering the risks involved and using discount rates 
appropriate for the duration of the contracts.  The gross fair value of foreign currency forward contracts in an asset position are reported in Other 
current assets in the Consolidated Statement of Financial Position and the gross fair value of foreign currency contracts in a liability position are 
reported in Other current liabilities.  The gross fair value of foreign currency forward contracts in an asset position as of December 31, 2019 and 
2018 was $1 million and $3 million, respectively. The gross fair value of the foreign currency forward contracts in a liability position as of December 
31, 2019 and 2018 were $0 million and $1 million, respectively. 

The fair value of the embedded conversion features and term extension option derivatives are calculated using unobservable inputs (Level 3 fair 
measurements).  The value of the Optional Conversion feature associated with both the Convertible Notes and Series A Preferred Stock is 
calculated using a binomial lattice model.  The value of the term extension option reflects the probability weighted average value of the Convertible 
Notes using the original maturity date and a hypothetical extended maturity date, with all other contractual terms unchanged.  The following tables 
present the key inputs in the determination of fair value for the embedded conversion features and termination option derivatives.  

Convertible Notes: 

Total value of embedded derivative liability (in millions) 
Kodak's closing stock price 
Expected stock price volatility 
Risk free rate 
Yield on the convertible notes 

Series A Preferred Stock: 

Valuation Date 

   December 31,       
2019 

May 24, 
2019 
(Inception) 

  $ 

51      $ 
4.65        
104.61 %     
1.58 %     
11.52 %     

14   
2.31   
92.48 % 
2.13 % 
11.98 % 

Valuation Date 
December 31, 

2019 

2018 

Total value of embedded derivative liability (asset) (in millions) 
Kodak's closing stock price 
Expected stock price volatility 
Risk free rate 
Yield on the preferred stock 

  $ 

1      $ 
4.65        
104.61 %     
1.58 %     
16.27 %     

(4 ) 
2.55   
95.55 % 
2.46 % 
23.77 % 

70 

71 

 
 
 
 
 
  
  
  
  
      
     
  
  
  
  
  
  
  
  
    
    
    
    
 
  
  
  
  
  
  
  
  
  
  
  
    
    
    
    
 
 
 
 
 
 
 
The Fundamental Change and Reorganization Conversion values at issuance were calculated as the difference between the total value of the 
Convertible Notes or Series A Preferred Stock, as applicable, and the sum of the net present value of the cash flows if the Convertible Notes are 
repaid at their maturity or the Series A Preferred Stock is redeemed on its fifth anniversary and the values of the other embedded derivatives. The 
Fundamental Change and Reorganization Conversion value reduces the value of the embedded conversion features and term extension option 
derivative liability.  Other than events which alter the likelihood of a fundamental change or reorganization event, the value of the Fundamental 
Change and Reorganization Conversion reflect the value as of the issuance date, amortized for the passage of time.  The Fundamental Change and 
Reorganization Conversion value for the Series A Preferred Stock exceeded the value of the embedded conversion features derivative liability at 
December 31, 2018 resulting in the derivative being reported as an asset. 

The fair values of long-term borrowings were $111 million and $5 million at December 31, 2019 and 2018, respectively. 

Fair values of long-term borrowings (Level 2 fair value measurements) are determined by reference to quoted market prices, if available, or by 
pricing models based on the value of related cash flows discounted at current market interest rates.  At December 31, 2018, the fair value of current 
portion of long-term borrowings was also determined by reference to quoted market prices of similar instruments, if available, or by pricing models 
based on the value of related cash flows discounted at current market interest rates.  The fair value of the current portion of long-term borrowings 
was $378 million at December 31, 2018. 

Transfers between levels of the fair value hierarchy are recognized based on the actual date of the event or change in circumstances that caused the 
transfer.  There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2019. 

The carrying values of cash and cash equivalents and restricted cash approximate their fair values.  In addition, the fair value of the current portion of 
long-term borrowings approximated its fair value at December 31, 2019. 

As discussed in Note 9, “Debt and Finance Leases”, the Company concluded that the Convertible Notes are considered more akin to a debt-type 

instrument and that the economic characteristics and risks of the embedded conversion features and term extension option were not considered 

clearly and closely related to the Convertible Notes.  The embedded conversion features not considered clearly and closely related are the 

conversion at the option of the holder (“Optional Conversion”) and the conversion in the event of a fundamental change or reorganization 

(“Fundamental Change or Reorganization Conversion”). Accordingly, these embedded conversion features and term extension option were 

bifurcated from the Convertible Notes and separately accounted for on a combined basis as a single derivative asset or liability.  The derivative is in 

a liability position at December 31, 2019 and is reported in Other long-term liabilities in the Consolidated Statement of Financial Position.  The 

derivative is being accounted for at fair value with changes in fair value being reported in Other charges, net in the Consolidated Statement of 

Operations. 

As discussed in Note 10, “Redeemable, Convertible, Series A Preferred Stock”, Kodak concluded that the Series A Preferred Stock is considered 

more akin to a debt-type instrument and that the economic characteristics and risks of the embedded conversion features, except where the 

conversion price was increased to the liquidation preference, were not considered clearly and closely related to the Series A Preferred Stock.  The 

embedded conversion features not considered clearly and closely related are the conversion at the option of the holder; the ability of Kodak to 

automatically convert the stock after the second anniversary of issuance and the conversion in the event of a fundamental change or reorganization. 

Accordingly, these embedded conversion features were bifurcated from the Series A Preferred Stock and separately accounted for on a combined 

basis as a single derivative asset or liability which is reported in Other long-term liabilities in the Consolidated Statement of Financial Position as of 

December 31, 2019 and Other long-term assets in the Consolidated Statement of Financial Position as of December 31, 2018.  The derivative is 

being accounted for at fair value with changes in fair value being reported in Other charges, net in the Consolidated Statement of Operations. 

Fair Value 

Fair values of Kodak’s foreign currency forward contracts are determined using observable inputs (Level 2 fair value measurements) and are based 

on the present value of expected future cash flows (an income approach valuation technique) considering the risks involved and using discount rates 

appropriate for the duration of the contracts.  The gross fair value of foreign currency forward contracts in an asset position are reported in Other 

current assets in the Consolidated Statement of Financial Position and the gross fair value of foreign currency contracts in a liability position are 

reported in Other current liabilities.  The gross fair value of foreign currency forward contracts in an asset position as of December 31, 2019 and 

2018 was $1 million and $3 million, respectively. The gross fair value of the foreign currency forward contracts in a liability position as of December 

31, 2019 and 2018 were $0 million and $1 million, respectively. 

The fair value of the embedded conversion features and term extension option derivatives are calculated using unobservable inputs (Level 3 fair 

measurements).  The value of the Optional Conversion feature associated with both the Convertible Notes and Series A Preferred Stock is 

calculated using a binomial lattice model.  The value of the term extension option reflects the probability weighted average value of the Convertible 

Notes using the original maturity date and a hypothetical extended maturity date, with all other contractual terms unchanged.  The following tables 

present the key inputs in the determination of fair value for the embedded conversion features and termination option derivatives.  

Convertible Notes: 

Total value of embedded derivative liability (in millions) 

Kodak's closing stock price 

Expected stock price volatility 

Risk free rate 

Yield on the convertible notes 

Series A Preferred Stock: 

Total value of embedded derivative liability (asset) (in millions) 

  $ 

1      $ 

Kodak's closing stock price 

Expected stock price volatility 

Risk free rate 

Yield on the preferred stock 

Valuation Date 

May 24, 

2019 

(Inception) 

   December 31,       

2019 

  $ 

51      $ 

4.65        

104.61 %     

1.58 %     

11.52 %     

14   

2.31   

92.48 % 

2.13 % 

11.98 % 

Valuation Date 

December 31, 

2019 

2018 

4.65        

104.61 %     

1.58 %     

16.27 %     

(4 ) 

2.55   

95.55 % 

2.46 % 

23.77 % 

70 

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NOTE 15:  REVENUE 

Product Portfolio Summary: 

Disaggregation of Revenue  
The following tables present revenue disaggregated by major product, portfolio summary and geography.  

Major product: 

Plates, inks and other 
   consumables 
Ongoing service 
   arrangements (1) 

Total Annuities      

Equipment & Software 
Film and chemicals 
Other (2) 
Total 

  $ 

Plates, inks and other 
   consumables 
Ongoing service 
   arrangements (1) 

Total Annuities      

Equipment & Software 
Film and chemicals 
Other (2) 
Total 

  $ 

Year Ended 
December 31, 2019 

Print 
Systems 

Enterprise 
Inkjet 
Systems 

Kodak 
Software 

Brand, Film 
and 
Imaging 

Advanced 
Materials 
and 3D 
Printing 

Technology      

Eastman 
Business 
Park 

Total 

  $ 

620      $ 

34     $ 

—     $ 

11     $ 

—     $ 

—     $ 

665   

126        
746        
77        
—        
13        
836      $ 

72       
106       
22       
—       
—       
128     $ 

44       
44       
12       
—       
—       
56     $ 

3       
14       
—       
166       
29       
209     $ 

Year Ended 
December 31, 2018 

—       
—       
—       
—       
3       
3     $ 

—       
—       
—       
—       
10       
10     $ 

245   
910   
111   
166   
55   
1,242   

Print 
Systems 

Enterprise 
Inkjet 
Systems 

Kodak 
Software 

Brand, Film 
and 
Imaging 

Advanced 
Materials 
and 3D 
Printing 

Technology      

Eastman 
Business 
Park 

Total 

  $ 

685      $ 

32     $ 

—     $ 

16     $ 

—     $ 

—     $ 

733   

133        
818        
78        
—        
—        
896      $ 

79       
111       
25       
—       
—       
136     $ 

48       
48       
17       
—       
—       
65     $ 

3       
19       
—       
161       
30       
210     $ 

—       
—       
—       
—       
4       
4     $ 

—       
—       
—       
—       
9       
9     $ 

263   
996   
120   
161   
43   
1,320   

  $ 

  $ 

  $ 

  $ 

Print 

Systems 

Enterprise 

Inkjet 

Systems 

Kodak 

Software 

Brand, Film 

and 

Imaging 

Technology      

Park 

Total 

Advanced 

Materials 

and 3D 

Printing 

Eastman 

Business 

Growth engines (1) 

Strategic other businesses (2) 

Planned declining 

   businesses (3) 

180      $ 

625       

31       

836      $ 

84      $ 

—       

44       

128      $ 

3      $ 

—       

—       

3      $ 

—      $ 

10       

—       

10      $ 

352   

804   

86   

1,242   

Year Ended 

December 31, 2019 

56      $ 

—       

—       

56      $ 

29      $ 

169       

11       

209      $ 

Year Ended 

December 31, 2018 

Advanced 

Materials 

and 3D 

Printing 

Eastman 

Business 

Print 

Systems 

Enterprise 

Inkjet 

Systems 

Kodak 

Software 

Brand, Film 

and 

Imaging 

Technology      

Park 

Total 

159      $ 

701       

36       

896      $ 

84      $ 

—       

52       

136      $ 

65      $ 

—       

—       

65      $ 

30      $ 

164       

16       

210      $ 

3      $ 

1       

—       

4      $ 

—      $ 

9       

—       

9      $ 

341   

875   

104   

1,320   

Growth engines (1) 

Strategic other businesses (2) 

Planned declining 

   businesses (3) 

(1) Growth engines consist of Sonora; PROSPER; Kodak Software; AM3D, excluding intellectual property (IP) licensing; and brand licensing. 

(2)

Strategic Other Businesses include plates, Computer to Plate (“CTP”) and related service, and Nexpress and related toner business in the 

Print Systems segment, Motion Picture and Industrial Film and Chemicals in the Brand, Film and Imaging segment, the Eastman Business 

Park segment and IP licensing. 

(3)

Planned Declining Businesses are product lines where the decision has been made to stop new product development and manage an 

orderly expected decline in the installed product and annuity base. These product families consist of Consumer Inkjet in the Brand, Film 

and Imaging segment, Versamark in the Enterprise Inkjet Systems segment and Digimaster in the Print Systems segment. 

(1)

Service revenue in the Consolidated Statement of Operations includes the ongoing service revenue shown above as well as revenue from 
project-based document management and managed print services businesses, which is included in Other above. 

(2) Other includes revenue from professional services, non-recurring engineering services, print and managed media services, tenant rent and 

related property management services and licensing. 

72 

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NOTE 15:  REVENUE 

Disaggregation of Revenue  

Major product: 

The following tables present revenue disaggregated by major product, portfolio summary and geography.  

Year Ended 

December 31, 2019 

Print 

Systems 

Enterprise 

Inkjet 

Systems 

Kodak 

Software 

Brand, Film 

and 

Imaging 

Technology      

Park 

Total 

Advanced 

Materials 

and 3D 

Printing 

Eastman 

Business 

  $ 

620      $ 

34     $ 

—     $ 

11     $ 

—     $ 

—     $ 

Plates, inks and other 

   consumables 

Ongoing service 

   arrangements (1) 

Equipment & Software 

Film and chemicals 

Other (2) 

Total 

Total Annuities      

126        

746        

77        

—        

13        

836      $ 

72       

106       

22       

—       

—       

128     $ 

44       

44       

12       

—       

—       

56     $ 

3       

14       

—       

166       

29       

209     $ 

Year Ended 

December 31, 2018 

—       

—       

—       

—       

3       

3     $ 

—       

—       

—       

—       

10       

10     $ 

Print 

Systems 

Enterprise 

Inkjet 

Systems 

Kodak 

Software 

Brand, Film 

and 

Imaging 

Technology      

Park 

Total 

Advanced 

Materials 

and 3D 

Printing 

Eastman 

Business 

  $ 

685      $ 

32     $ 

—     $ 

16     $ 

—     $ 

—     $ 

133        

818        

78        

—        

—        

896      $ 

79       

111       

25       

—       

—       

136     $ 

48       

48       

17       

—       

—       

65     $ 

3       

19       

—       

161       

30       

210     $ 

—       

—       

—       

—       

4       

4     $ 

—       

—       

—       

—       

9       

9     $ 

Plates, inks and other 

   consumables 

Ongoing service 

   arrangements (1) 

Equipment & Software 

Film and chemicals 

Other (2) 

Total 

Total Annuities      

(1)

Service revenue in the Consolidated Statement of Operations includes the ongoing service revenue shown above as well as revenue from 

project-based document management and managed print services businesses, which is included in Other above. 

(2) Other includes revenue from professional services, non-recurring engineering services, print and managed media services, tenant rent and 

related property management services and licensing. 

665   

245   

910   

111   

166   

55   

1,242   

733   

263   

996   

120   

161   

43   

1,320   

  $ 

  $ 

Product Portfolio Summary: 

Growth engines (1) 
Strategic other businesses (2) 
Planned declining 
   businesses (3) 

Growth engines (1) 
Strategic other businesses (2) 
Planned declining 
   businesses (3) 

  $ 

  $ 

  $ 

  $ 

Year Ended 
December 31, 2019 

Print 
Systems 

Enterprise 
Inkjet 
Systems 

Kodak 
Software 

Brand, Film 
and 
Imaging 

Eastman 
Business 
Park 

180      $ 
625       

31       
836      $ 

84      $ 
—       

44       
128      $ 

56      $ 
—       

—       
56      $ 

Year Ended 
December 31, 2018 

Print 
Systems 

Enterprise 
Inkjet 
Systems 

Kodak 
Software 

Brand, Film 
and 
Imaging 

Eastman 
Business 
Park 

159      $ 
701       

36       
896      $ 

84      $ 
—       

52       
136      $ 

65      $ 
—       

—       
65      $ 

Advanced 
Materials 
and 3D 
Printing 

Technology      
3      $ 
—       

29      $ 
169       

11       
209      $ 

—       
3      $ 

Advanced 
Materials 
and 3D 
Printing 

Technology      
3      $ 
1       

30      $ 
164       

16       
210      $ 

—       
4      $ 

Total 

352   
804   

86   
1,242   

Total 

341   
875   

104   
1,320   

—      $ 
10       

—       
10      $ 

—      $ 
9       

—       
9      $ 

(1) Growth engines consist of Sonora; PROSPER; Kodak Software; AM3D, excluding intellectual property (IP) licensing; and brand licensing. 

(2)

(3)

Strategic Other Businesses include plates, Computer to Plate (“CTP”) and related service, and Nexpress and related toner business in the 
Print Systems segment, Motion Picture and Industrial Film and Chemicals in the Brand, Film and Imaging segment, the Eastman Business 
Park segment and IP licensing. 

Planned Declining Businesses are product lines where the decision has been made to stop new product development and manage an 
orderly expected decline in the installed product and annuity base. These product families consist of Consumer Inkjet in the Brand, Film 
and Imaging segment, Versamark in the Enterprise Inkjet Systems segment and Digimaster in the Print Systems segment. 

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Geography (1): 

NOTE 16:  OTHER OPERATING EXPENSE, NET 

Year Ended 
December 31, 2019 

Print 
Systems 

Enterprise 
Inkjet 
Systems 

Kodak 
Software 

Brand, Film 
and 
Imaging 

Advanced 
Materials 
and 3D 
Printing 

Technology     

Eastman 
Business 
Park 

United States 
Canada 

  $ 

North America 
Europe, Middle East and Africa     
Asia Pacific 
Latin America 
Total Sales 

  $ 

231      $ 
17       
248       
327       
214        
47        
836     $ 

52      $ 
2       
54       
42       
30        
2        
128     $ 

25      $ 
3       
28       
18       
8        
2        
56     $ 

131      $ 
2       
133       
21       
54        
1        
209     $ 

Year Ended 
December 31, 2018 

3      $ 
—       
3       
—       
—        
—        
3     $ 

10      $ 
—       
10       
—       
—        
—        
10     $ 

Print 
Systems 

Enterprise 
Inkjet 
Systems 

Kodak 
Software 

Brand, Film 
and 
Imaging 

Advanced 
Materials 
and 3D 
Printing 

Technology     

Eastman 
Business 
Park 

United States 
Canada 

  $ 

North America 
Europe, Middle East and Africa     
Asia Pacific 
Latin America 
Total Sales 

  $ 

234      $ 
13       
247       
367       
226        
56        
896     $ 

45      $ 
1       
46       
56       
31        
3        
136     $ 

29      $ 
4       
33       
22       
8        
2        
65     $ 

127      $ 
2       
129       
20       
59        
2        
210     $ 

4      $ 
—       
4       
—       
—        
—        
4     $ 

9      $ 
—       
9       
—       
—        
—        
9     $ 

Total 

452   
24   
476   
408   
306   
52   
1,242   

Total 

448   
20   
468   
465   
324   
63   
1,320   

(1)

Sales are reported in the geographic area in which they originate.  No non-U.S. country generated more than 10% of net sales in the year 
ended December 31, 2019. 

(1)

 Refer to Note 14, “Financial Instruments”. 

Contract Balances 
The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and 
customer advances and deposits (contract liabilities) in the Consolidated Statement of Financial Position.  The contract assets are transferred to 
trade receivables when the rights to consideration become unconditional.   The amounts recorded for contract assets at December 31, 2019 and 
2018 were $4 million and $3 million, respectively, and are reported in Other current assets in the Consolidated Statement of Financial Position.  The 
contract liabilities primarily relate to prepaid service contracts, upfront payments for certain equipment purchases or prepaid royalties on intellectual 
property arrangements.  The amounts recorded for contract liabilities at December 31, 2019 and 2018 were $61 million and $48 million, respectively, 
of which $43 million and $42 million, respectively, are reported in Other current liabilities and $18 million and $6 million, respectively, are reported in 
Other long-term liabilities in the Consolidated Statement of Financial Position. 

Revenue recognized for the years ended December 31, 2019 and 2018 that was included in the contract liability balance at the beginning of the year 
was $34 million in both years and primarily represented revenue from prepaid service contracts and equipment revenue recognition.  Contract 
liabilities as of December 31, 2019 and 2018 included $47 million and $36 million, respectively of cash payments received during the years ended 
December 31, 2019 and 2018, respectively . 

NOTE 18:  INCOME TAXES 

were as follows (in millions): 

The components of Loss from continuing operations before income taxes and the related provision (benefit) for U.S. and other income taxes 

74 

75 

In the third quarter of 2019, Kodak sold its shares of Kodak (China) Graphic Communication Co., Ltd. and recognized a loss of $12 million.  

In the fourth quarter of 2019, Kodak determined the carrying value of one building no longer in use exceeded its fair value and recorded an 

In the fourth quarters of 2019 and 2018, Kodak recorded impairment charges of $4 million and $13 million, respectively, related to the 

Kodak trade name. Refer to Note 5, “Goodwill and Other Intangible Assets”. 

(4) 

  Refer to Note 18, “Income Taxes”, section, “IRS and Korean National Tax Service Agreement”.   

(in millions) 

Expense (income): 

Loss (gain) related to the sales of assets (1) 

Transition services agreement income 

Asset impairments (2), (3) 

Korea withholding tax refund (4) 

Legal reserve changes 

Other 

Total 

Refer to Note 30 “Assets Held for Sale”.  

impairment charge of $2 million. ” 

(1)

(2)

(3)

NOTE 17:  OTHER CHARGES, NET 

Change in fair value of embedded conversion features 

Loss on foreign exchange transactions 

(in millions) 

   derivative (1) 

Other 

Total 

(Loss) earnings from continuing operations before 

   income taxes: 

U.S. 

Outside the U.S. 

Total 

U.S. income taxes: 

Current benefit 

Deferred provision 

Current provision 

Deferred provision 

Total provision 

Income taxes outside the U.S.: 

Year Ended December 31, 

2019 

2018 

14      $ 

(6 )      

6        

—        

—        

1        

15      $ 

(13 ) 

—   

13   

16   

(6 ) 

(1 ) 

9   

Year Ended December 31, 

2019 

2018 

42      $ 

3        

1        

46      $ 

—   

16   

1   

17   

Year Ended December 31, 

2019 

2018 

(68 )    $ 

8        

(60 )    $ 

—      $ 

—        

7        

24        

31      $ 

(46 ) 

33   

(13 ) 

(30 ) 

1   

4   

21   

(4 ) 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

 
  
  
  
  
  
  
  
  
    
    
     
    
    
  
    
    
    
    
  
  
  
  
  
  
  
  
  
  
    
    
     
    
    
  
    
    
    
    
 
 
 
 
 
 
 
  
  
  
  
    
  
       
         
  
     
     
     
     
     
 
 
 
 
  
 
  
  
  
  
    
  
     
     
 
 
 
 
  
  
  
  
  
    
  
       
         
  
     
       
         
  
     
       
         
  
     
     
Geography (1): 

NOTE 16:  OTHER OPERATING EXPENSE, NET 

Year Ended 

December 31, 2019 

25      $ 

3       

28       

18       

8        

2        

56     $ 

131      $ 

2       

133       

21       

54        

1        

209     $ 

Year Ended 

December 31, 2018 

Print 

Systems 

Enterprise 

Inkjet 

Systems 

Kodak 

Software 

Brand, Film 

and 

Imaging 

Technology     

Park 

Total 

Advanced 

Materials 

and 3D 

Printing 

Eastman 

Business 

  $ 

  $ 

  $ 

  $ 

North America 

Europe, Middle East and Africa     

United States 

Canada 

Asia Pacific 

Latin America 

Total Sales 

231      $ 

17       

248       

327       

214        

47        

836     $ 

52      $ 

2       

54       

42       

30        

2        

128     $ 

3      $ 

—       

3       

—       

—        

—        

3     $ 

4      $ 

—       

4       

—       

—        

—        

4     $ 

10      $ 

—       

10       

—       

—        

—        

10     $ 

452   

24   

476   

408   

306   

52   

1,242   

9      $ 

—       

9       

—       

—        

—        

9     $ 

448   

20   

468   

465   

324   

63   

1,320   

Print 

Systems 

Enterprise 

Inkjet 

Systems 

Kodak 

Software 

Brand, Film 

and 

Imaging 

Technology     

Park 

Total 

Advanced 

Materials 

and 3D 

Printing 

Eastman 

Business 

North America 

Europe, Middle East and Africa     

United States 

Canada 

Asia Pacific 

Latin America 

Total Sales 

234      $ 

13       

247       

367       

226        

56        

896     $ 

45      $ 

1       

46       

56       

31        

3        

136     $ 

29      $ 

4       

33       

22       

8        

2        

65     $ 

127      $ 

2       

129       

20       

59        

2        

210     $ 

(1)

Sales are reported in the geographic area in which they originate.  No non-U.S. country generated more than 10% of net sales in the year 

ended December 31, 2019. 

Contract Balances 

The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and 

customer advances and deposits (contract liabilities) in the Consolidated Statement of Financial Position.  The contract assets are transferred to 

trade receivables when the rights to consideration become unconditional.   The amounts recorded for contract assets at December 31, 2019 and 

2018 were $4 million and $3 million, respectively, and are reported in Other current assets in the Consolidated Statement of Financial Position.  The 

contract liabilities primarily relate to prepaid service contracts, upfront payments for certain equipment purchases or prepaid royalties on intellectual 

property arrangements.  The amounts recorded for contract liabilities at December 31, 2019 and 2018 were $61 million and $48 million, respectively, 

of which $43 million and $42 million, respectively, are reported in Other current liabilities and $18 million and $6 million, respectively, are reported in 

Other long-term liabilities in the Consolidated Statement of Financial Position. 

Revenue recognized for the years ended December 31, 2019 and 2018 that was included in the contract liability balance at the beginning of the year 

was $34 million in both years and primarily represented revenue from prepaid service contracts and equipment revenue recognition.  Contract 

liabilities as of December 31, 2019 and 2018 included $47 million and $36 million, respectively of cash payments received during the years ended 

December 31, 2019 and 2018, respectively . 

(in millions) 
Expense (income): 
Loss (gain) related to the sales of assets (1) 
Transition services agreement income 
Asset impairments (2), (3) 
Korea withholding tax refund (4) 
Legal reserve changes 
Other 

Total 

Year Ended December 31, 
2018 
2019 

   $ 

   $ 

14      $ 
(6 )      
6        
—        
—        
1        
15      $ 

(13 ) 
—   
13   
16   
(6 ) 
(1 ) 
9   

(1)

(2)

(3)

In the third quarter of 2019, Kodak sold its shares of Kodak (China) Graphic Communication Co., Ltd. and recognized a loss of $12 million.  
Refer to Note 30 “Assets Held for Sale”.  

In the fourth quarter of 2019, Kodak determined the carrying value of one building no longer in use exceeded its fair value and recorded an 
impairment charge of $2 million. ” 

In the fourth quarters of 2019 and 2018, Kodak recorded impairment charges of $4 million and $13 million, respectively, related to the 
Kodak trade name. Refer to Note 5, “Goodwill and Other Intangible Assets”. 

(4) 

  Refer to Note 18, “Income Taxes”, section, “IRS and Korean National Tax Service Agreement”.   

NOTE 17:  OTHER CHARGES, NET 

(in millions) 
Change in fair value of embedded conversion features 
   derivative (1) 
Loss on foreign exchange transactions 
Other 
Total 

Year Ended December 31, 
2018 
2019 

   $ 

   $ 

42      $ 
3        
1        
46      $ 

—   
16   
1   
17   

(1)

 Refer to Note 14, “Financial Instruments”. 

NOTE 18:  INCOME TAXES 

The components of Loss from continuing operations before income taxes and the related provision (benefit) for U.S. and other income taxes 
were as follows (in millions): 

(Loss) earnings from continuing operations before 
   income taxes: 
U.S. 
Outside the U.S. 

Total 

U.S. income taxes: 
Current benefit 
Deferred provision 

Income taxes outside the U.S.: 

Current provision 
Deferred provision 
Total provision 

Year Ended December 31, 
2018 
2019 

   $ 

   $ 

   $ 

   $ 

(68 )    $ 
8        
(60 )    $ 

—      $ 
—        

7        
24        
31      $ 

(46 ) 
33   
(13 ) 

(30 ) 
1   

4   
21   
(4 ) 

74 

75 

 
  
  
  
  
  
  
  
  
    
    
     
    
    
  
    
    
    
    
  
  
  
  
  
  
  
  
  
  
    
    
     
    
    
  
    
    
    
    
 
 
 
 
 
 
 
  
  
  
  
    
  
       
         
  
     
     
     
     
     
 
 
 
 
  
 
  
  
  
  
    
  
     
     
 
 
 
 
  
  
  
  
  
    
  
       
         
  
     
       
         
  
     
       
         
  
     
     
The differences between income taxes computed using the U.S. federal income tax rate and the provision (benefit) for income taxes for continuing 
operations were as follows (in millions): 

Amount computed using the statutory rate 
Increase (reduction) in taxes resulting from: 

Unremitted foreign earnings 
Operations outside the U.S. 
Legislative tax law and rate changes 
Valuation allowance 
Tax settlements and adjustments, including interest 
Discharge of debt and other reorganization related items 
Embedded derivative liability 
Provision (benefit) from income taxes 

Year Ended December 31, 
2018 
2019 

   $ 

(13 )    $ 

(1 )      
22        
1        
11        
2        
—        
9        
31      $ 

   $ 

(3 ) 

2   
28   
7   
(18 ) 
(33 ) 
13   
—   
(4 ) 

IRS and Korean National Tax Service Agreement  
In June 2012, Kodak filed a Request for Competent Authority Assistance with the United States Internal Revenue Service (IRS). The request related 
to a potential double taxation issue with respect to patent licensing royalty payments received by Kodak in 2010. In October 2018, an agreement was 
reached by the IRS and Korean National Tax Service, resulting in a partial refund of Korean withholding taxes in the amount of $32 million. Kodak 
had previously agreed with the licensee that made the royalty payments that any refunds of the related Korean withholding taxes would be shared 
equally between Kodak and the licensee.  Kodak received the $16 million net payment in the fourth quarter of 2018.  The full $32 million refund was 
reflected as an income tax benefit in the fourth quarter of 2018.  The $16 million payment to the licensee was reported in other operating expenses, 
resulting in a net benefit to net income of $16 million. 

The significant components of deferred tax assets and liabilities were as follows (in millions): 

Deferred tax assets 

Pension and postretirement obligations 
Restructuring programs 
Leasing 
Foreign tax credit 
Inventories 
Investment tax credit 
Employee deferred compensation 
Depreciation 
Research and development costs 
Tax loss carryforwards 
Other deferred revenue 
Other 

Total deferred tax assets 

Deferred tax liabilities 

Leasing 
Goodwill/intangibles 
Unremitted foreign earnings 

Total deferred tax liabilities 
Net deferred tax assets before valuation allowance 
Valuation allowance 

Net deferred tax assets 

As of December 31, 

2019 

2018 

39     $ 
2       
1       
355       
8       
46       
24       
41       
56       
325       
2       
86       
985     $ 

—     $ 
11       
19       
30       
955       
821       
134     $ 

62   
1   
—   
357   
10   
48   
23   
64   
67   
338   
1   
67   
1,038   

2   
16   
22   
40   
998   
853   
145   

  $ 

  $ 

  $ 

  $ 

Deferred tax assets (liabilities) are reported in the following components within the Consolidated Statement of Financial Position (in millions): 

Deferred income taxes 

Other long-term liabilities 

Net deferred tax assets 

As of December 31, 

2019 

2018 

   $ 

   $ 

147     $ 

(13 )     

134     $ 

160   

(15 ) 

145   

As of December 31, 2019, Kodak had available domestic and foreign NOL carry-forwards for income tax purposes of approximately $1,452 million, 

of which approximately $639 million have an indefinite carry-forward period.  The remaining $813 million expire between the years 2020 and 2038.  

As of December 31, 2019, Kodak had unused foreign tax credits and investment tax credits of $355 million and $46 million, respectively, with various 

expiration dates through 2035. 

Utilization of NOL carry-forwards and tax credits may be subject to limitations in the event of significant changes in stock ownership of the Company 

in the future. Section 382 of the Internal Revenue Code of 1986, as amended, imposes annual limitations on the utilization of NOL carryforwards, 

other tax carryforwards, and certain built-in losses as defined under that Section, upon an ownership change. In general terms, an ownership change 

may result from transactions that increase the aggregate ownership of certain stockholders in Kodak’s stock by more than 50 percentage points over 

a three-year testing period. 

Kodak had deferred tax liabilities of $19 million and $22 million for potential taxes on the undistributed earnings, including foreign withholding taxes, 

as of December 31, 2019 and 2018, respectively. 

Kodak’s valuation allowance as of December 31, 2019 was $821 million.  Of this amount, $168 million was attributable to Kodak’s net 

deferred tax assets outside the U.S. of $322 million, and $653 million related to Kodak’s net deferred tax assets in the U.S. of $633 million, 

for which Kodak believes it is not more likely than not that the assets will be realized.  

Kodak’s valuation allowance as of December 31, 2018 was $853 million.  Of this amount, $155 million was attributable to Kodak’s net 

deferred tax assets outside the U.S. of $322 million, and $698 million related to Kodak’s net deferred tax assets in the U.S. of $676 million, 

for which Kodak believes it is not more likely than not that the assets will be realized.  

During 2019 and 2018, Kodak determined that it was more likely than not that a portion of the deferred tax assets outside the U.S. would not be 

realized due to reduced sales volumes and profits in locations outside the U.S. and accordingly recorded a provision of $19 million and $15 million, 

respectively, associated with the establishment of a valuation allowance on those deferred tax assets.  Additionally, during 2018, Kodak determined 

that it was more likely than not that a portion of the deferred tax assets outside the U.S. would be realized as a result of increased profits in a location 

outside the U.S. and accordingly recorded a benefit $4 million  associated with the release of a valuation allowance on those deferred tax assets.  

The net deferred tax assets in excess of the valuation allowance of approximately $134 million and $145 million as of December 31, 2019 and 2018, 

respectively, relate primarily to NOL carry-forwards, certain tax credits, and pension related tax benefits for which Kodak believes it is more likely 

A reconciliation of the beginning and ending amount of Kodak’s liability for income taxes associated with unrecognized tax benefits is as follows  

than not that the assets will be realized.  

Accounting for Uncertainty in Income Taxes 

(in millions): 

Balance as of January 1 

Tax positions related to the current year: 

Tax positions related to prior years: 

Additions 

Additions 

Reductions 

Settlements with taxing jurisdictions 

Balance as of December 31 

Year Ended December 31, 

2019 

2018 

57      $ 

—        

1        

(1 )      

(3 )      

54      $ 

61   

—   

1   

(5 ) 

—   

57   

   $ 

   $ 

Kodak’s policy regarding interest and/or penalties related to income tax matters is to recognize such items as a component of income tax (benefit) 

expense.  Kodak had approximately $14 million and $16 million of interest and penalties associated with uncertain tax benefits accrued as of 

December 31, 2019 and 2018, respectively. 

76 

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The differences between income taxes computed using the U.S. federal income tax rate and the provision (benefit) for income taxes for continuing 

operations were as follows (in millions): 

Amount computed using the statutory rate 

Increase (reduction) in taxes resulting from: 

Unremitted foreign earnings 

Operations outside the U.S. 

Legislative tax law and rate changes 

Valuation allowance 

Tax settlements and adjustments, including interest 

Discharge of debt and other reorganization related items 

Embedded derivative liability 

Provision (benefit) from income taxes 

   $ 

Year Ended December 31, 

2019 

2018 

   $ 

(13 )    $ 

(3 ) 

2   

28   

7   

(18 ) 

(33 ) 

13   

—   

(4 ) 

(1 )      

22        

1        

11        

2        

—        

9        

31      $ 

IRS and Korean National Tax Service Agreement  

In June 2012, Kodak filed a Request for Competent Authority Assistance with the United States Internal Revenue Service (IRS). The request related 

to a potential double taxation issue with respect to patent licensing royalty payments received by Kodak in 2010. In October 2018, an agreement was 

reached by the IRS and Korean National Tax Service, resulting in a partial refund of Korean withholding taxes in the amount of $32 million. Kodak 

had previously agreed with the licensee that made the royalty payments that any refunds of the related Korean withholding taxes would be shared 

equally between Kodak and the licensee.  Kodak received the $16 million net payment in the fourth quarter of 2018.  The full $32 million refund was 

reflected as an income tax benefit in the fourth quarter of 2018.  The $16 million payment to the licensee was reported in other operating expenses, 

resulting in a net benefit to net income of $16 million. 

The significant components of deferred tax assets and liabilities were as follows (in millions): 

Deferred tax assets 

Pension and postretirement obligations 

  $ 

Restructuring programs 

Leasing 

Foreign tax credit 

Inventories 

Investment tax credit 

Employee deferred compensation 

Depreciation 

Research and development costs 

Tax loss carryforwards 

Other deferred revenue 

Other 

Total deferred tax assets 

Deferred tax liabilities 

Leasing 

Goodwill/intangibles 

Unremitted foreign earnings 

Total deferred tax liabilities 

Valuation allowance 

Net deferred tax assets 

Net deferred tax assets before valuation allowance 

As of December 31, 

2019 

2018 

39     $ 

2       

1       

355       

8       

46       

24       

41       

56       

325       

2       

86       

985     $ 

—     $ 

11       

19       

30       

955       

821       

134     $ 

62   

1   

—   

357   

10   

48   

23   

64   

67   

338   

1   

67   

1,038   

2   

16   

22   

40   

998   

853   

145   

  $ 

  $ 

  $ 

Deferred tax assets (liabilities) are reported in the following components within the Consolidated Statement of Financial Position (in millions): 

Deferred income taxes 
Other long-term liabilities 
Net deferred tax assets 

As of December 31, 
2018 
2019 

   $ 

   $ 

147     $ 
(13 )     
134     $ 

160   
(15 ) 
145   

As of December 31, 2019, Kodak had available domestic and foreign NOL carry-forwards for income tax purposes of approximately $1,452 million, 
of which approximately $639 million have an indefinite carry-forward period.  The remaining $813 million expire between the years 2020 and 2038.  
As of December 31, 2019, Kodak had unused foreign tax credits and investment tax credits of $355 million and $46 million, respectively, with various 
expiration dates through 2035. 

Utilization of NOL carry-forwards and tax credits may be subject to limitations in the event of significant changes in stock ownership of the Company 
in the future. Section 382 of the Internal Revenue Code of 1986, as amended, imposes annual limitations on the utilization of NOL carryforwards, 
other tax carryforwards, and certain built-in losses as defined under that Section, upon an ownership change. In general terms, an ownership change 
may result from transactions that increase the aggregate ownership of certain stockholders in Kodak’s stock by more than 50 percentage points over 
a three-year testing period. 

Kodak had deferred tax liabilities of $19 million and $22 million for potential taxes on the undistributed earnings, including foreign withholding taxes, 
as of December 31, 2019 and 2018, respectively. 

Kodak’s valuation allowance as of December 31, 2019 was $821 million.  Of this amount, $168 million was attributable to Kodak’s net 
deferred tax assets outside the U.S. of $322 million, and $653 million related to Kodak’s net deferred tax assets in the U.S. of $633 million, 
for which Kodak believes it is not more likely than not that the assets will be realized.  

Kodak’s valuation allowance as of December 31, 2018 was $853 million.  Of this amount, $155 million was attributable to Kodak’s net 
deferred tax assets outside the U.S. of $322 million, and $698 million related to Kodak’s net deferred tax assets in the U.S. of $676 million, 
for which Kodak believes it is not more likely than not that the assets will be realized.  

During 2019 and 2018, Kodak determined that it was more likely than not that a portion of the deferred tax assets outside the U.S. would not be 
realized due to reduced sales volumes and profits in locations outside the U.S. and accordingly recorded a provision of $19 million and $15 million, 
respectively, associated with the establishment of a valuation allowance on those deferred tax assets.  Additionally, during 2018, Kodak determined 
that it was more likely than not that a portion of the deferred tax assets outside the U.S. would be realized as a result of increased profits in a location 
outside the U.S. and accordingly recorded a benefit $4 million  associated with the release of a valuation allowance on those deferred tax assets.  

The net deferred tax assets in excess of the valuation allowance of approximately $134 million and $145 million as of December 31, 2019 and 2018, 
respectively, relate primarily to NOL carry-forwards, certain tax credits, and pension related tax benefits for which Kodak believes it is more likely 
than not that the assets will be realized.  

Accounting for Uncertainty in Income Taxes 

A reconciliation of the beginning and ending amount of Kodak’s liability for income taxes associated with unrecognized tax benefits is as follows  
(in millions): 

Balance as of January 1 
Tax positions related to the current year: 
Additions 
Tax positions related to prior years: 
Additions 
Reductions 
Settlements with taxing jurisdictions 
Balance as of December 31 

Year Ended December 31, 

2019 

2018 

57      $ 

—        

1        
(1 )      
(3 )      
54      $ 

61   

—   

1   
(5 ) 
—   
57   

   $ 

   $ 

Kodak’s policy regarding interest and/or penalties related to income tax matters is to recognize such items as a component of income tax (benefit) 
expense.  Kodak had approximately $14 million and $16 million of interest and penalties associated with uncertain tax benefits accrued as of 
December 31, 2019 and 2018, respectively. 

76 

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Kodak had uncertain tax benefits of approximately $20 million and $26 million as of December 31, 2019 and 2018, respectively, that, if recognized, 
would affect the effective income tax rate.  Kodak has classified certain income tax liabilities as current or noncurrent based on management’s 
estimate of when these liabilities will be settled.  The current liabilities are recorded in Other current liabilities in the Consolidated Statement of 
Financial Position.  Noncurrent income tax liabilities are recorded in Other long-term liabilities in the Consolidated Statement of Financial Position. 

It is reasonably possible that the liability associated with Kodak’s unrecognized tax benefits will increase or decrease within the next twelve months.  
These changes may be the result of settling ongoing audits or the expiration of statutes of limitations.  Such changes to the unrecognized tax 
benefits could range from $40 million to $50 million based on current estimates, which includes a U.S. federal audit issue related to years 2013 and 
2014.  Audit outcomes and the timing of audit settlements are subject to significant uncertainty.  Although management believes that adequate 
provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on the 
earnings of Kodak.  Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a positive 
impact on earnings. 

During 2019, Kodak reached a settlement outside of the U.S. and settled an audit for calendar years 2005-2008.  Kodak originally recorded liabilities 
for uncertain tax positions (“UTPs”) totaling $3 million (plus interest of approximately $3 million).  Kodak paid $2 million in 2019 as result of this 
settlement and will pay the remaining $4 million by April 2020. 

During 2018, Kodak agreed to terms with a tax authority outside of the U.S. and settled audit issues related to calendar years 2006-2007. Kodak 
originally recorded liabilities for UTPs totaling $1 million (plus interest of approximately $1 million). The settlement resulted in a reduction in Other 
current liabilities in the Consolidated Statement of Financial Position and other taxes and the recognition of a $2 million tax benefit. 

Kodak is subject to taxation and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions.  Kodak has 
substantially concluded all U.S. federal and state income tax matters for years through 2012 with respective tax authorities.  Kodak is currently under 
examination by the Internal Revenue Service (‘IRS”) for years 2013 and 2014.  With respect to countries outside the U.S., Kodak has substantially 
concluded all material foreign income tax matters through 2012 with respective foreign tax jurisdiction authorities. 

On February 21, 2020, Kodak agreed to terms with the IRS and settled the federal audit for calendar years 2013 and 2014.  For these years, Kodak 
originally recorded a federal UTP totaling $41 million, which was fully offset by tax attributes.  This settlement will result in an increase in net deferred 
tax assets and will be fully offset by a corresponding increase in Kodak’s U.S. valuation allowance, resulting in no net tax benefit. 

NOTE 20:  RETIREMENT PLANS 

NOTE 19:  RESTRUCTURING COSTS AND OTHER 

Kodak recognizes the need to continually rationalize its workforce and streamline its operations in the face of ongoing business and economic 
changes.  Charges for restructuring initiatives are recorded in the period in which Kodak commits to a formalized restructuring plan, or executes the 
specific actions contemplated by the plan and all criteria for liability recognition under the applicable accounting guidance have been met. 

The activity in the accrued balances and the non-cash charges and credits incurred in relation to restructuring programs during the two years ended 
December 31, 2019 were as follows (in millions): 

Balance as of December 31, 2017 
Charges 
Utilization/cash payments 
Other adjustments & reclasses (2) 
Balance as of December 31, 2018 
Charges 
Utilization/cash payments 
Other adjustments & reclasses (2) 
Balance as of December 31, 2019 

Severance 
Reserve (1) 

Exit Costs 
Reserve (1) 

Long-lived 
Asset 
Impairments 
and Inventory 
Write-downs (1) 

  $ 

  $ 

6   
17   
(12 ) 
(5 ) 
6   
16   
(8 ) 
(3 ) 
11   

  $ 

  $ 

4   
—   
(2 ) 
—   
2   
—   
(1 ) 
—   
1   

  $ 

  $ 

—   
—   
—   
—   
—   
—   
—   
—   
—   

Total 

  $ 

  $ 

10   
17   
(14 ) 
(5 ) 
8   
16   
(9 ) 
(3 ) 
12   

(1)  The severance and exit costs reserves require the outlay of cash, while long-lived asset impairments, accelerated depreciation and inventory 

write-downs represent non-cash items. 

(2)  The $3 million and $5 million represent severance charges funded from pension plan assets, which were reclassified to Pension and other 

postretirement liabilities. 

Restructuring actions taken in 2018 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and 

included cost rationalization in France, consolidation of R&D sites in Israel, EPS manufacturing cost reductions in Germany, and various targeted 

reductions in manufacturing, service, sales, research and development, and other administrative functions. 

As a result of these actions, for the year ended December 31, 2018 Kodak recorded $17 million of charges which were reported as Restructuring 

costs and other in the accompanying Consolidated Statement of Operations. 

The 2018 severance costs related to the elimination of approximately 285 positions, including approximately 115 administrative, 100 

manufacturing/service, and 70 research and development positions.  The geographic composition of these positions included approximately 130 in 

the U.S. and Canada, and 155 throughout the rest of the world. 

2018 Activity 

2019 Activity 

Restructuring actions taken in 2019 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and 

included various targeted reductions in manufacturing, service, sales, research and development, and other administrative functions. 

As a result of these actions, for the year ended December 31, 2019 Kodak recorded $16 million of charges which were reported as Restructuring 

costs and other in the accompanying Consolidated Statement of Operations. 

The 2019 severance costs related to the elimination of approximately 220 positions, including approximately 150 administrative, 65 

manufacturing/service, and 5 research and development positions.  The geographic composition of these positions included approximately 90 in the 

U.S. and Canada, and 130 throughout the rest of the world. 

As a result of these initiatives, the majority of the severance will be paid during periods through the end of the third quarter of 2020.  The exit cost 

reserves primarily relate to a liability whose payment timing is uncertain. 

Substantially all U.S. employees are covered by a noncontributory defined benefit plan, the Kodak Retirement Income Plan (“KRIP”), which is funded 

by Company contributions to an irrevocable trust fund.  The funding policy for KRIP is to contribute amounts sufficient to meet minimum funding 

requirements as determined by employee benefit and tax laws plus any additional amounts the Company determines to be appropriate.  Assets in 

the trust fund are held for the sole benefit of participating employees and retirees.  They are composed of corporate equity and debt securities, U.S. 

government securities, partnership investments, interests in pooled funds, commodities, real estate, and various types of interest rate, foreign 

currency, debt, and equity market financial instruments. 

For U.S. employees hired prior to March 1999, KRIP’s benefits were generally based on a formula recognizing length of service and final average 

earnings.  KRIP included a separate cash balance formula for all U.S. employees hired after February 1999, as well as employees hired prior to that 

date who opted into the cash balance formula during a special election period.  Effective January 1, 2015 the KRIP was amended to provide that all 

participants accrue benefits under a single, revised cash balance formula (the “Cash Balance Plan”).  The Cash Balance Plan credits employees' 

hypothetical accounts with an amount equal to either 7% or 8% of their pay, plus interest based on the 30-year Treasury bond rate.  Effective 

January 1, 2020, the credits will increase to either 9% or 10% of pay. 

Many subsidiaries and branches operating outside the U.S. have defined benefit retirement plans covering substantially all employees.  

Contributions by Kodak for these plans are typically deposited under government or other fiduciary-type arrangements.  Retirement benefits are 

generally based on contractual agreements that provide for benefit formulas using years of service and/or compensation prior to retirement.  The 

actuarial assumptions used for these plans reflect the diverse economic environments within the various countries in which Kodak operates. 

Information on the major funded and unfunded U.S. and Non-U.S. defined benefit pension plans is presented below.  The composition of the major 

plans may vary from year to year.  If the major plan composition changes, prior year data is conformed to ensure comparability. 

78 

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Kodak had uncertain tax benefits of approximately $20 million and $26 million as of December 31, 2019 and 2018, respectively, that, if recognized, 

2018 Activity 

would affect the effective income tax rate.  Kodak has classified certain income tax liabilities as current or noncurrent based on management’s 

estimate of when these liabilities will be settled.  The current liabilities are recorded in Other current liabilities in the Consolidated Statement of 

Financial Position.  Noncurrent income tax liabilities are recorded in Other long-term liabilities in the Consolidated Statement of Financial Position. 

It is reasonably possible that the liability associated with Kodak’s unrecognized tax benefits will increase or decrease within the next twelve months.  

These changes may be the result of settling ongoing audits or the expiration of statutes of limitations.  Such changes to the unrecognized tax 

benefits could range from $40 million to $50 million based on current estimates, which includes a U.S. federal audit issue related to years 2013 and 

2014.  Audit outcomes and the timing of audit settlements are subject to significant uncertainty.  Although management believes that adequate 

provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on the 

earnings of Kodak.  Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a positive 

impact on earnings. 

During 2019, Kodak reached a settlement outside of the U.S. and settled an audit for calendar years 2005-2008.  Kodak originally recorded liabilities 

for uncertain tax positions (“UTPs”) totaling $3 million (plus interest of approximately $3 million).  Kodak paid $2 million in 2019 as result of this 

settlement and will pay the remaining $4 million by April 2020. 

During 2018, Kodak agreed to terms with a tax authority outside of the U.S. and settled audit issues related to calendar years 2006-2007. Kodak 

originally recorded liabilities for UTPs totaling $1 million (plus interest of approximately $1 million). The settlement resulted in a reduction in Other 

current liabilities in the Consolidated Statement of Financial Position and other taxes and the recognition of a $2 million tax benefit. 

Kodak is subject to taxation and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions.  Kodak has 

substantially concluded all U.S. federal and state income tax matters for years through 2012 with respective tax authorities.  Kodak is currently under 

examination by the Internal Revenue Service (‘IRS”) for years 2013 and 2014.  With respect to countries outside the U.S., Kodak has substantially 

concluded all material foreign income tax matters through 2012 with respective foreign tax jurisdiction authorities. 

On February 21, 2020, Kodak agreed to terms with the IRS and settled the federal audit for calendar years 2013 and 2014.  For these years, Kodak 

originally recorded a federal UTP totaling $41 million, which was fully offset by tax attributes.  This settlement will result in an increase in net deferred 

tax assets and will be fully offset by a corresponding increase in Kodak’s U.S. valuation allowance, resulting in no net tax benefit. 

NOTE 19:  RESTRUCTURING COSTS AND OTHER 

Kodak recognizes the need to continually rationalize its workforce and streamline its operations in the face of ongoing business and economic 

changes.  Charges for restructuring initiatives are recorded in the period in which Kodak commits to a formalized restructuring plan, or executes the 

specific actions contemplated by the plan and all criteria for liability recognition under the applicable accounting guidance have been met. 

The activity in the accrued balances and the non-cash charges and credits incurred in relation to restructuring programs during the two years ended 

December 31, 2019 were as follows (in millions): 

Severance 

Reserve (1) 

Exit Costs 

Reserve (1) 

  $ 

6   

  $ 

Long-lived 

Asset 

Impairments 

and Inventory 

Write-downs (1) 

Total 

  $ 

17   

(12 ) 

(5 ) 

6   

16   

(8 ) 

(3 ) 

4   

—   

(2 ) 

—   

2   

—   

(1 ) 

—   

1   

  $ 

  $ 

—   

—   

—   

—   

—   

—   

—   

—   

—   

10   

17   

(14 ) 

(5 ) 

8   

16   

(9 ) 

(3 ) 

12   

  $ 

11   

  $ 

  $ 

Balance as of December 31, 2017 

Charges 

Utilization/cash payments 

Other adjustments & reclasses (2) 

Balance as of December 31, 2018 

Charges 

Utilization/cash payments 

Other adjustments & reclasses (2) 

Balance as of December 31, 2019 

write-downs represent non-cash items. 

postretirement liabilities. 

(1)  The severance and exit costs reserves require the outlay of cash, while long-lived asset impairments, accelerated depreciation and inventory 

(2)  The $3 million and $5 million represent severance charges funded from pension plan assets, which were reclassified to Pension and other 

Restructuring actions taken in 2018 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and 
included cost rationalization in France, consolidation of R&D sites in Israel, EPS manufacturing cost reductions in Germany, and various targeted 
reductions in manufacturing, service, sales, research and development, and other administrative functions. 

As a result of these actions, for the year ended December 31, 2018 Kodak recorded $17 million of charges which were reported as Restructuring 
costs and other in the accompanying Consolidated Statement of Operations. 

The 2018 severance costs related to the elimination of approximately 285 positions, including approximately 115 administrative, 100 
manufacturing/service, and 70 research and development positions.  The geographic composition of these positions included approximately 130 in 
the U.S. and Canada, and 155 throughout the rest of the world. 

2019 Activity 

Restructuring actions taken in 2019 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and 
included various targeted reductions in manufacturing, service, sales, research and development, and other administrative functions. 

As a result of these actions, for the year ended December 31, 2019 Kodak recorded $16 million of charges which were reported as Restructuring 
costs and other in the accompanying Consolidated Statement of Operations. 

The 2019 severance costs related to the elimination of approximately 220 positions, including approximately 150 administrative, 65 
manufacturing/service, and 5 research and development positions.  The geographic composition of these positions included approximately 90 in the 
U.S. and Canada, and 130 throughout the rest of the world. 

As a result of these initiatives, the majority of the severance will be paid during periods through the end of the third quarter of 2020.  The exit cost 
reserves primarily relate to a liability whose payment timing is uncertain. 

NOTE 20:  RETIREMENT PLANS 

Substantially all U.S. employees are covered by a noncontributory defined benefit plan, the Kodak Retirement Income Plan (“KRIP”), which is funded 
by Company contributions to an irrevocable trust fund.  The funding policy for KRIP is to contribute amounts sufficient to meet minimum funding 
requirements as determined by employee benefit and tax laws plus any additional amounts the Company determines to be appropriate.  Assets in 
the trust fund are held for the sole benefit of participating employees and retirees.  They are composed of corporate equity and debt securities, U.S. 
government securities, partnership investments, interests in pooled funds, commodities, real estate, and various types of interest rate, foreign 
currency, debt, and equity market financial instruments. 

For U.S. employees hired prior to March 1999, KRIP’s benefits were generally based on a formula recognizing length of service and final average 
earnings.  KRIP included a separate cash balance formula for all U.S. employees hired after February 1999, as well as employees hired prior to that 
date who opted into the cash balance formula during a special election period.  Effective January 1, 2015 the KRIP was amended to provide that all 
participants accrue benefits under a single, revised cash balance formula (the “Cash Balance Plan”).  The Cash Balance Plan credits employees' 
hypothetical accounts with an amount equal to either 7% or 8% of their pay, plus interest based on the 30-year Treasury bond rate.  Effective 
January 1, 2020, the credits will increase to either 9% or 10% of pay. 

Many subsidiaries and branches operating outside the U.S. have defined benefit retirement plans covering substantially all employees.  
Contributions by Kodak for these plans are typically deposited under government or other fiduciary-type arrangements.  Retirement benefits are 
generally based on contractual agreements that provide for benefit formulas using years of service and/or compensation prior to retirement.  The 
actuarial assumptions used for these plans reflect the diverse economic environments within the various countries in which Kodak operates. 

Information on the major funded and unfunded U.S. and Non-U.S. defined benefit pension plans is presented below.  The composition of the major 
plans may vary from year to year.  If the major plan composition changes, prior year data is conformed to ensure comparability. 

78 

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The measurement date used to determine the pension obligation for all funded and unfunded U.S. and Non-U.S. defined benefit plans is December 31. 

Amounts recognized in accumulated other comprehensive (loss) income for all major funded and unfunded U.S. and Non-U.S. defined benefit plans 

(in millions) 
Change in Benefit Obligation 
Projected benefit obligation at beginning of period 

Service cost 
Interest cost 
Benefit payments 
Actuarial loss (gain) 
Special termination benefits 
Currency adjustments 

Projected benefit obligation at end of period 

Change in Plan Assets 
Fair value of plan assets at beginning of period 

Gain on plan assets 
Employer contributions 
Benefit payments 
Currency adjustments 

Fair value of plan assets at end of period 

Over (under) funded status at end of period 

Accumulated benefit obligation at end of period 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

Year Ended 
December 31, 2019 

Year Ended 
December 31, 2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

3,405      $ 
10        
122        
(349 )      
284        
3        
—        
3,475      $ 

3,445      $ 
514        
—        
(349 )      
—        
3,610      $ 

834      $ 
3        
13        
(48 )      
36        
—        
(4 )      
834      $ 

671      $ 
28        
10        
(48 )      
—        
661      $ 

3,866      $ 
13        
109        
(414 )      
(174 )      
5        
—        
3,405      $ 

3,804      $ 
55        
—        
(414 )      
—        
3,445      $ 

885   
3   
12   
(50 ) 
—   
—   
(16 ) 
834   

722   
5   
4   
(50 ) 
(10 ) 
671   

consist of (in millions): 

Prior service credit 

Net actuarial loss 

Total 

Newly established gain (loss) 

Amortization of: 

Prior service credit 

Net actuarial loss 

Curtailment gain recognized in expense 

Total income (loss) recognized in Other 

   comprehensive income 

Other changes in major plan assets and benefit obligations recognized in Other comprehensive income (expense) are as follows (in millions): 

135      $ 

(173 )    $ 

40      $ 

(163 ) 

cost over the next year. 

The Company expects to recognize $7 million of prior service credits and $21 million of net actuarial losses as components of net periodic benefit 

3,474      $ 

825      $ 

3,403      $ 

824   

Pension income for all defined benefit plans included (in millions): 

Amounts recognized in the Consolidated Statement of Financial Position for all major funded and unfunded U.S. and Non-U.S. defined benefit plans 
are as follows (in millions): 

Other long-term assets 
Pension and other postretirement liabilities 

Net amount recognized 

As of December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

   $ 

   $ 

135      $ 
—        
135      $ 

26      $ 
(199 )      
(173 )    $ 

40      $ 
—        
40      $ 

32   
(195 ) 
(163 ) 

Information with respect to the major funded and unfunded U.S. and Non-U.S. defined benefit plans with a projected benefit obligation in excess of 
plan assets is as follows (in millions): 

` 

Projected benefit obligation 
Fair value of plan assets 

As of December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

   $ 

—      $ 
—        

568      $ 
368        

—      $ 
—        

578   
382   

Information with respect to the major funded and unfunded U.S. and Non-U.S. defined benefit plans with an accumulated benefit obligation in excess 
of plan assets is as follows (in millions): 

Accumulated benefit obligation 
Fair value of plan assets 

As of December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

   $ 

—      $ 
—        

559      $ 
368        

—      $ 
—        

568   
382   

Major defined benefit plans: 

Service cost 

Interest cost 

Expected return on plan assets 

Amortization of: 

Prior service credit 

Actuarial loss 

Pension income before special termination 

   benefits 

Special termination benefits 

Curtailment gains 

Net pension income for major 

   defined benefit plans 

Other plans including unfunded plans 

Net pension income 

   $ 

   $ 

The pension income before special termination benefits reported above for the year ended December 31, 2018 included $1 million which is reported 

as Earnings (loss) from discontinued operations. 

The $2 million curtailment gain for the year ended December 31, 2019 was incurred as a result of the sale of FPD.  In addition, the amounts shown 

in Other Plans for the year ended December 31, 2019 include $5 million of settlement gains due to the transfer of non-major, non-U.S. pension 

liabilities as a result of the sale of FPD.  These amounts are included in Earnings (loss) from discontinued operations in the Consolidated Statement 

of Operations.  

Operations for those periods. 

The special termination benefits of $3 million and $5 million for the years ended December 31, 2019 and 2018, respectively, were incurred as a 

result of Kodak's restructuring actions and, therefore, has been included in Restructuring costs and other in the Consolidated Statement of 

80 

81 

   $ 

7      $ 

(25 )    $ 

As of December 31, 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

2019 

20      $ 

(244 )      

(224 )    $ 

   $ 

   $ 

2018 

27      $ 

(258 )      

(231 )    $ 

3   

(126 ) 

(123 ) 

3      $ 

(151 )      

(148 )    $ 

Year Ended December 31, 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

   $ 

16      $ 

(30 )    $ 

Year Ended December 31, 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

2019 

(7 )      

—        

(2 )      

2019 

10      $ 

122        

(214 )      

(7 )      

—        

(89 )      

3        

(2 )      

(88 )      

—        

(88 )    $ 

2018 

6      $ 

(7 )      

5        

—        

4      $ 

2018 

13      $ 

109        

(223 )      

(7 )      

5        

(103 )      

5        

—        

(98 )      

—        

(98 )    $ 

—        

5        

—        

3      $ 

13        

(22 )      

—        

5        

(1 )      

—        

—        

(1 ) 

(3 )      

(4 )    $ 

(21 ) 

—   

5   

—   

(16 ) 

3   

12   

(26 ) 

—   

5   

(6 ) 

—   

—   

(6 ) 

(4 ) 

(10 ) 

 
  
  
     
  
  
     
     
     
  
       
         
         
         
  
     
     
     
     
     
     
  
       
         
         
         
  
       
         
         
         
  
     
     
     
     
  
       
         
         
         
  
  
       
         
         
         
  
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
       
         
         
         
  
     
     
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
       
         
         
         
  
     
     
       
         
         
         
  
     
     
     
     
     
     
  
  
     
 
 
The measurement date used to determine the pension obligation for all funded and unfunded U.S. and Non-U.S. defined benefit plans is December 31. 

Amounts recognized in accumulated other comprehensive (loss) income for all major funded and unfunded U.S. and Non-U.S. defined benefit plans 
consist of (in millions): 

Projected benefit obligation at beginning of period 

   $ 

3,405      $ 

834      $ 

3,866      $ 

Year Ended 

December 31, 2019 

Year Ended 

December 31, 2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

10        

122        

(349 )      

284        

3        

—        

3        

13        

(48 )      

36        

—        

(4 )      

13        

109        

(414 )      

(174 )      

5        

—        

514        

—        

(349 )      

—        

28        

10        

(48 )      

—        

55        

—        

(414 )      

—        

Projected benefit obligation at end of period 

   $ 

3,475      $ 

834      $ 

3,405      $ 

Fair value of plan assets at beginning of period 

   $ 

3,445      $ 

671      $ 

3,804      $ 

Fair value of plan assets at end of period 

3,610      $ 

661      $ 

3,445      $ 

(in millions) 

Change in Benefit Obligation 

Service cost 

Interest cost 

Benefit payments 

Actuarial loss (gain) 

Special termination benefits 

Currency adjustments 

Change in Plan Assets 

Gain on plan assets 

Employer contributions 

Benefit payments 

Currency adjustments 

Prior service credit 
Net actuarial loss 

Total 

As of December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

   $ 

   $ 

20      $ 
(244 )      
(224 )    $ 

3      $ 
(151 )      
(148 )    $ 

27      $ 
(258 )      
(231 )    $ 

3   
(126 ) 
(123 ) 

Other changes in major plan assets and benefit obligations recognized in Other comprehensive income (expense) are as follows (in millions): 

Newly established gain (loss) 
Amortization of: 

Prior service credit 
Net actuarial loss 

Curtailment gain recognized in expense 
Total income (loss) recognized in Other 
   comprehensive income 

Year Ended December 31, 

2019 

U.S. 

Non-U.S. 

U.S. 

   $ 

16      $ 

(30 )    $ 

(7 )      
—        
(2 )      

—        
5        
—        

   $ 

7      $ 

(25 )    $ 

2018 

6      $ 

(7 )      
5        
—        

4      $ 

Non-U.S. 

(21 ) 

—   
5   
—   

(16 ) 

Over (under) funded status at end of period 

135      $ 

(173 )    $ 

40      $ 

(163 ) 

The Company expects to recognize $7 million of prior service credits and $21 million of net actuarial losses as components of net periodic benefit 
cost over the next year. 

Accumulated benefit obligation at end of period 

3,474      $ 

825      $ 

3,403      $ 

824   

Pension income for all defined benefit plans included (in millions): 

Major defined benefit plans: 

Service cost 
Interest cost 
Expected return on plan assets 
Amortization of: 

Prior service credit 
Actuarial loss 

Pension income before special termination 
   benefits 

Special termination benefits 
Curtailment gains 
Net pension income for major 
   defined benefit plans 

Other plans including unfunded plans 
Net pension income 

Year Ended December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

   $ 

   $ 

10      $ 
122        
(214 )      

(7 )      
—        

(89 )      
3        
(2 )      

(88 )      
—        
(88 )    $ 

3      $ 
13        
(22 )      

—        
5        

(1 )      
—        
—        

(1 ) 
(3 )      
(4 )    $ 

13      $ 
109        
(223 )      

(7 )      
5        

(103 )      
5        
—        

(98 )      
—        
(98 )    $ 

3   
12   
(26 ) 

—   
5   

(6 ) 
—   
—   

(6 ) 
(4 ) 
(10 ) 

The pension income before special termination benefits reported above for the year ended December 31, 2018 included $1 million which is reported 
as Earnings (loss) from discontinued operations. 

The $2 million curtailment gain for the year ended December 31, 2019 was incurred as a result of the sale of FPD.  In addition, the amounts shown 
in Other Plans for the year ended December 31, 2019 include $5 million of settlement gains due to the transfer of non-major, non-U.S. pension 
liabilities as a result of the sale of FPD.  These amounts are included in Earnings (loss) from discontinued operations in the Consolidated Statement 
of Operations.  

The special termination benefits of $3 million and $5 million for the years ended December 31, 2019 and 2018, respectively, were incurred as a 
result of Kodak's restructuring actions and, therefore, has been included in Restructuring costs and other in the Consolidated Statement of 
Operations for those periods. 

81 

885   

3   

12   

(50 ) 

—   

—   

(16 ) 

834   

722   

5   

4   

(50 ) 

(10 ) 

671   

32   

(195 ) 

(163 ) 

578   

382   

568   

382   

Amounts recognized in the Consolidated Statement of Financial Position for all major funded and unfunded U.S. and Non-U.S. defined benefit plans 

are as follows (in millions): 

Other long-term assets 

Pension and other postretirement liabilities 

Net amount recognized 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

As of December 31, 

2019 

135      $ 

—        

135      $ 

26      $ 

(199 )      

(173 )    $ 

Information with respect to the major funded and unfunded U.S. and Non-U.S. defined benefit plans with a projected benefit obligation in excess of 

2018 

40      $ 

—        

40      $ 

2018 

—      $ 

—        

2018 

—      $ 

—        

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

2019 

—      $ 

—        

2019 

—      $ 

—        

As of December 31, 

568      $ 

368        

As of December 31, 

559      $ 

368        

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

plan assets is as follows (in millions): 

` 

Projected benefit obligation 

Fair value of plan assets 

of plan assets is as follows (in millions): 

Accumulated benefit obligation 

Fair value of plan assets 

Information with respect to the major funded and unfunded U.S. and Non-U.S. defined benefit plans with an accumulated benefit obligation in excess 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

80 

 
  
  
     
  
  
     
     
     
  
       
         
         
         
  
     
     
     
     
     
     
  
       
         
         
         
  
       
         
         
         
  
     
     
     
     
  
       
         
         
         
  
  
       
         
         
         
  
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
       
         
         
         
  
     
     
     
 
 
  
  
  
  
  
     
  
  
  
     
     
     
  
       
         
         
         
  
     
     
       
         
         
         
  
     
     
     
     
     
     
  
  
     
 
 
The weighted-average assumptions used to determine the benefit obligation amounts for all major funded and unfunded U.S. and Non-U.S. defined 
benefit plans were as follows: 

The Company’s weighted-average asset allocations for its major U.S. defined benefit pension plans by asset category, are as follows: 

Discount rate 
Salary increase rate 

Year Ended December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

2.97 %      
3.50 %      

1.44 %      
1.72 %      

4.04 %      
3.50 %      

2.05 % 
2.06 % 

The weighted-average assumptions used to determine net pension (income) expense for all the major funded and unfunded U.S. and Non-U.S. 
defined benefit plans were as follows: 

Cash and cash equivalents 

Global balanced asset allocation funds 

Effective rate for service cost 
Effective rate for interest cost 
Salary increase rate 
Expected long-term rate of return on 
   plan assets 

Plan Asset Investment Strategy 

Year Ended December 31, 

2019 

2018 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

4.03 % 
3.75 %      
3.50 %      

2.47 %      
1.89 %      
2.06 %      

3.33 %      
2.96 %      
3.50 %      

6.50 %      

3.46 %      

6.40 %      

2.32 % 
1.70 % 
2.17 % 

3.98 % 

The investment strategy underlying the asset allocation for the pension assets is to achieve an optimal return on assets with an acceptable level of 
risk while providing for the long-term liabilities and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plans.  This 
is primarily achieved by investing in a broad portfolio constructed of various asset classes including equity and equity-like investments, debt and 
debt-like investments, real estate, private equity and other assets and instruments.  Long duration bonds and Treasury bond futures are used to 
partially match the long-term nature of plan liabilities. Other investment objectives include maintaining broad diversification between and within asset 
classes and fund managers and managing asset volatility relative to plan liabilities. 

Every three years, or when market conditions have changed materially, each of Kodak’s major pension plans will undertake an asset allocation or 
asset and liability modeling study.  The asset allocation and expected return on the plans’ assets are individually set to provide for benefits and other 
cash obligations within each country’s legal investment constraints. 

Actual allocations may vary from the target asset allocations due to market value fluctuations, the length of time it takes to implement changes in 
strategy, and the timing of cash contributions and cash requirements of the plans.  The asset allocations are monitored and are rebalanced in 
accordance with the policy set forth for each plan. 

The total plan assets attributable to the major U.S. defined benefit plans as of December 31, 2019 relate to KRIP.  The expected long-term rate of 
return on plan assets assumption (“EROA”) is based on a combination of formal asset and liability studies that include forward-looking return 
expectations given the current asset allocation.  A review of the EROA as of December 31, 2019, based upon the current asset allocation and 
forward-looking expected returns for the various asset classes in which KRIP invests, resulted in an EROA of 6.0%. 

As with KRIP, the EROA assumptions for certain of Kodak’s other pension plans were reassessed as of December 31, 2019.  The weighted average 
annual expected return on plan assets for the major non-U.S. pension plans was 3.3% based on the plans’ respective asset allocations as of 
December 31, 2019. 

Plan Asset Risk Management 

Kodak evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk.  Types of concentrations that are 
evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund.  Foreign 
currency contracts and swaps are used to partially hedge foreign currency risk.  Additionally, Kodak’s major defined benefit pension plans invest in 
government bond futures and long duration investment grade bonds to partially hedge the liability risk of the plans.  As of December 31, 2019 and 
2018, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Kodak’s defined benefit plan assets. 

82 

83 

Kodak’s weighted-average asset allocations for its major Non-U.S. defined benefit pension plans by asset category, are as follows: 

Asset Category 

Equity securities 

Debt securities 

Real estate 

Other 

Total 

Asset Category 

Equity securities 

Debt securities 

Real estate 

Other 

Total 

Cash and cash equivalents 

Global balanced asset allocation funds 

Fair Value Measurements 

As of December 31, 

2019 

2018 

2019 Target 

10 %     

44 %     

1 %     

1 %     

15 %     

29 %     

11 %   

40 %   

2 %   

1 %   

13 %   

33 %   

7-13% 

35-45% 

0-6% 

0-6% 

12-18% 

27-39% 

100 %     

100 %      

As of December 31, 

2019 

2018 

2019 Target 

5 %     

31 %     

2 %     

2 %     

5 %     

55 %     

100 %     

3 %   

33 %   

1 %   

2 %   

4 %   

57 %   

100 %      

0-10% 

30-40% 

0-6% 

0-6% 

0-10% 

55-65% 

Kodak’s asset allocations by level within the fair value hierarchy at December 31, 2019 and 2018 are presented in the tables below for Kodak’s major 

defined benefit plans.  Kodak’s plan assets are accounted for at fair value and are classified within the fair value hierarchy based on the lowest level 

of input that is significant to the fair value measurement, with the exception of investments for which fair value is measured using the net asset value 

per share expedient.  Kodak’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect 

the valuation of fair value of assets and their placement within the fair value hierarchy levels. 

Assets not utilizing the net asset value per share expedient are valued as follows:  Equity and debt securities traded on an active market are valued 

using a market approach based on the closing price on the last business day of the year. Real estate investments are valued primarily based on 

independent appraisals and discounted cash flow models, taking into consideration discount rates and local market conditions. Cash and cash 

equivalents are valued utilizing cost approach valuation techniques.  Other investments are valued using a combination of market, income, and cost 

approaches, based on the nature of the investment.  Private equity investments are valued primarily based on independent appraisals, discounted 

cash flow models, cost, and comparable market transactions, which include inputs such as discount rates and pricing data from the most recent 

equity financing.  Insurance contracts are primarily valued based on contract values, which approximate fair value.  For investments with lagged 

pricing, Kodak uses the available net asset values, and also considers expected return, subsequent cash flows and relevant material events. 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
     
     
 
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
     
    
     
     
     
 
 
 
 
 
 
 
 
 
 
  
  
  
    
  
  
  
  
  
  
      
         
       
    
    
    
    
    
    
    
 
 
  
  
  
    
  
  
  
  
  
  
      
         
       
    
    
    
    
    
    
    
 
 
 
The weighted-average assumptions used to determine the benefit obligation amounts for all major funded and unfunded U.S. and Non-U.S. defined 

benefit plans were as follows: 

The Company’s weighted-average asset allocations for its major U.S. defined benefit pension plans by asset category, are as follows: 

The weighted-average assumptions used to determine net pension (income) expense for all the major funded and unfunded U.S. and Non-U.S. 

defined benefit plans were as follows: 

Discount rate 

Salary increase rate 

Effective rate for service cost 

Effective rate for interest cost 

Salary increase rate 

Expected long-term rate of return on 

   plan assets 

Plan Asset Investment Strategy 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

2019 

2.97 %      

3.50 %      

2019 

4.03 % 

3.75 %      

3.50 %      

Year Ended December 31, 

1.44 %      

1.72 %      

Year Ended December 31, 

2.47 %      

1.89 %      

2.06 %      

2018 

4.04 %      

3.50 %      

2018 

3.33 %      

2.96 %      

3.50 %      

6.50 %      

3.46 %      

6.40 %      

2.05 % 

2.06 % 

2.32 % 

1.70 % 

2.17 % 

3.98 % 

U.S. 

Non-U.S. 

U.S. 

Non-U.S. 

The investment strategy underlying the asset allocation for the pension assets is to achieve an optimal return on assets with an acceptable level of 

risk while providing for the long-term liabilities and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plans.  This 

is primarily achieved by investing in a broad portfolio constructed of various asset classes including equity and equity-like investments, debt and 

debt-like investments, real estate, private equity and other assets and instruments.  Long duration bonds and Treasury bond futures are used to 

partially match the long-term nature of plan liabilities. Other investment objectives include maintaining broad diversification between and within asset 

classes and fund managers and managing asset volatility relative to plan liabilities. 

Every three years, or when market conditions have changed materially, each of Kodak’s major pension plans will undertake an asset allocation or 

asset and liability modeling study.  The asset allocation and expected return on the plans’ assets are individually set to provide for benefits and other 

cash obligations within each country’s legal investment constraints. 

Actual allocations may vary from the target asset allocations due to market value fluctuations, the length of time it takes to implement changes in 

strategy, and the timing of cash contributions and cash requirements of the plans.  The asset allocations are monitored and are rebalanced in 

accordance with the policy set forth for each plan. 

The total plan assets attributable to the major U.S. defined benefit plans as of December 31, 2019 relate to KRIP.  The expected long-term rate of 

return on plan assets assumption (“EROA”) is based on a combination of formal asset and liability studies that include forward-looking return 

expectations given the current asset allocation.  A review of the EROA as of December 31, 2019, based upon the current asset allocation and 

forward-looking expected returns for the various asset classes in which KRIP invests, resulted in an EROA of 6.0%. 

As with KRIP, the EROA assumptions for certain of Kodak’s other pension plans were reassessed as of December 31, 2019.  The weighted average 

annual expected return on plan assets for the major non-U.S. pension plans was 3.3% based on the plans’ respective asset allocations as of 

December 31, 2019. 

Plan Asset Risk Management 

Kodak evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk.  Types of concentrations that are 

evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund.  Foreign 

currency contracts and swaps are used to partially hedge foreign currency risk.  Additionally, Kodak’s major defined benefit pension plans invest in 

government bond futures and long duration investment grade bonds to partially hedge the liability risk of the plans.  As of December 31, 2019 and 

2018, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Kodak’s defined benefit plan assets. 

Asset Category 
Equity securities 
Debt securities 
Real estate 
Cash and cash equivalents 
Global balanced asset allocation funds 
Other 
Total 

As of December 31, 

2019 

2018 

2019 Target 

10 %     
44 %     
1 %     
1 %     
15 %     
29 %     
100 %     

11 %   
40 %   
2 %   
1 %   
13 %   
33 %   
100 %      

7-13% 
35-45% 
0-6% 
0-6% 
12-18% 
27-39% 

Kodak’s weighted-average asset allocations for its major Non-U.S. defined benefit pension plans by asset category, are as follows: 

Asset Category 
Equity securities 
Debt securities 
Real estate 
Cash and cash equivalents 
Global balanced asset allocation funds 
Other 
Total 

Fair Value Measurements 

As of December 31, 

2019 

2018 

2019 Target 

5 %     
31 %     
2 %     
2 %     
5 %     
55 %     
100 %     

3 %   
33 %   
1 %   
2 %   
4 %   
57 %   
100 %      

0-10% 
30-40% 
0-6% 
0-6% 
0-10% 
55-65% 

Kodak’s asset allocations by level within the fair value hierarchy at December 31, 2019 and 2018 are presented in the tables below for Kodak’s major 
defined benefit plans.  Kodak’s plan assets are accounted for at fair value and are classified within the fair value hierarchy based on the lowest level 
of input that is significant to the fair value measurement, with the exception of investments for which fair value is measured using the net asset value 
per share expedient.  Kodak’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect 
the valuation of fair value of assets and their placement within the fair value hierarchy levels. 

Assets not utilizing the net asset value per share expedient are valued as follows:  Equity and debt securities traded on an active market are valued 
using a market approach based on the closing price on the last business day of the year. Real estate investments are valued primarily based on 
independent appraisals and discounted cash flow models, taking into consideration discount rates and local market conditions. Cash and cash 
equivalents are valued utilizing cost approach valuation techniques.  Other investments are valued using a combination of market, income, and cost 
approaches, based on the nature of the investment.  Private equity investments are valued primarily based on independent appraisals, discounted 
cash flow models, cost, and comparable market transactions, which include inputs such as discount rates and pricing data from the most recent 
equity financing.  Insurance contracts are primarily valued based on contract values, which approximate fair value.  For investments with lagged 
pricing, Kodak uses the available net asset values, and also considers expected return, subsequent cash flows and relevant material events. 

82 

83 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
     
     
 
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
     
    
     
     
     
 
 
 
 
 
 
 
 
 
 
  
  
  
    
  
  
  
  
  
  
      
         
       
    
    
    
    
    
    
    
 
 
  
  
  
    
  
  
  
  
  
  
      
         
       
    
    
    
    
    
    
    
 
 
 
Major U.S. Plans 
December 31, 2019 

(in millions) 
Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 
Investment Grade Bonds 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 
Private Equity 
Derivatives with unrealized gains 
Derivatives with unrealized losses 

   Quoted Prices 

in Active 
Markets for 
Identical Assets 
(Level 1) 

Significant 
Observable 
Inputs 
(Level 2) 

U.S. 

Significant 
Unobservable 
Inputs 
(Level 3) 

Measured at 
NAV 

Total 

   $ 

—      $ 

—      $ 

—      $ 

38      $ 

4        

—        

—        

374        

—        
—        

—        

—        

—        
—        
2        
(18 )      
(12 )    $ 

—        
457        

—        

—        

—        
—        
—        
—        
457      $ 

—        
—        

—        

—        

—        
7        
—        
—        
7      $ 

1,110        
—        

42        

544        

370        
680        
—        
—        
3,158      $ 

   $ 

38   

378   

1,110   
457   

42   

544   

370   
687   
2   
(18 ) 
3,610   

Major U.S. Plans 

December 31, 2018 

(in millions) 

Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 

Investment Grade Bonds 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 

Private Equity 

Derivatives with unrealized gains 

Derivatives with unrealized losses 

   Quoted Prices 

in Active 

Markets for 

Identical Assets 

(Level 1) 

Significant 

Observable 

Inputs 

(Level 2) 

U.S. 

Significant 

Unobservable 

Inputs 

(Level 3) 

Measured at 

NAV 

Total 

   $ 

—      $ 

—      $ 

—      $ 

50      $ 

4        

—        

—        

364        

1,005        

—        

1,005   

391   

—        

—        

—        

—        

—        

—        

46        

(6 )      

44      $ 

—        

391        

—        

—        

—        

—        

—        

—        

391      $ 

—        

—        

—        

—        

—        

6        

—        

—        

6      $ 

57        

438        

431        

659        

—        

—        

   $ 

3,004      $ 

3,445   

50   

368   

57   

438   

431   

665   

46   

(6 ) 

For Kodak’s major U.S. defined benefit pension plans, equity investments are invested broadly in U.S. equity, developed international equity, and 

emerging markets.  Fixed income investments are comprised primarily of long duration U.S. Treasuries and investment-grade corporate bonds.  Real 

estate investments primarily include investments in limited partnerships that invest in office, industrial, retail and apartment properties.  Global 

Balanced Asset Allocation investments are commingled funds that hold a diversified portfolio of passive market exposures, including equities, debt, 

currencies and commodities.  Absolute return investments are comprised of a diversified portfolio of hedge funds using equity, debt, commodity and 

currency strategies held separate from the derivative-linked hedge funds described later in this footnote. Private equity investments are primarily 

comprised of limited partnerships and fund-of-fund investments that invest in distressed investments, venture capital, leveraged buyouts and special 

situations.  Natural resource investments in oil and gas partnerships and timber funds are also included in this category. 

84 

85 

 
 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
 
Major U.S. Plans 

December 31, 2019 

(in millions) 

Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 

Investment Grade Bonds 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 

Private Equity 

Derivatives with unrealized gains 

Derivatives with unrealized losses 

   Quoted Prices 

in Active 

Markets for 

Identical Assets 

(Level 1) 

Significant 

Observable 

Inputs 

(Level 2) 

U.S. 

Significant 

Unobservable 

Inputs 

(Level 3) 

Measured at 

NAV 

Total 

   $ 

—      $ 

—      $ 

—      $ 

38      $ 

4        

—        

—        

374        

1,110        

—        

1,110   

457   

—        

—        

—        

—        

—        

—        

2        

(18 )      

(12 )    $ 

—        

457        

—        

—        

—        

—        

—        

—        

457      $ 

—        

—        

—        

—        

—        

7        

—        

—        

7      $ 

42        

544        

370        

680        

—        

—        

   $ 

3,158      $ 

3,610   

38   

378   

42   

544   

370   

687   

2   

(18 ) 

Major U.S. Plans 
December 31, 2018 

(in millions) 
Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 
Investment Grade Bonds 

Real Estate 

   Quoted Prices 

in Active 
Markets for 
Identical Assets 
(Level 1) 

Significant 
Observable 
Inputs 
(Level 2) 

U.S. 

Significant 
Unobservable 
Inputs 
(Level 3) 

Measured at 
NAV 

Total 

   $ 

—      $ 

—      $ 

—      $ 

50      $ 

4        

—        

—        

364        

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 
Private Equity 
Derivatives with unrealized gains 
Derivatives with unrealized losses 

   $ 

—        
—        

—        

—        

—        
—        
46        
(6 )      
44      $ 

—        
391        

—        

—        

—        
—        
—        
—        
391      $ 

—        
—        

—        

—        

—        
6        
—        
—        
6      $ 

1,005        
—        

57        

438        

431        
659        
—        
—        
3,004      $ 

50   

368   

1,005   
391   

57   

438   

431   
665   
46   
(6 ) 
3,445   

For Kodak’s major U.S. defined benefit pension plans, equity investments are invested broadly in U.S. equity, developed international equity, and 
emerging markets.  Fixed income investments are comprised primarily of long duration U.S. Treasuries and investment-grade corporate bonds.  Real 
estate investments primarily include investments in limited partnerships that invest in office, industrial, retail and apartment properties.  Global 
Balanced Asset Allocation investments are commingled funds that hold a diversified portfolio of passive market exposures, including equities, debt, 
currencies and commodities.  Absolute return investments are comprised of a diversified portfolio of hedge funds using equity, debt, commodity and 
currency strategies held separate from the derivative-linked hedge funds described later in this footnote. Private equity investments are primarily 
comprised of limited partnerships and fund-of-fund investments that invest in distressed investments, venture capital, leveraged buyouts and special 
situations.  Natural resource investments in oil and gas partnerships and timber funds are also included in this category. 

84 

85 

 
 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
 
Major Non-U.S. Plans 
December 31, 2019 

(in millions) 
Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 
Inflation-Linked Bonds 
Investment Grade Bonds 
Global High Yield & Emerging Market Debt 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 
Private Equity 
Insurance Contracts 
Derivatives with unrealized gains 
Derivatives with unrealized losses 

   Quoted Prices 

in Active 
Markets for 
Identical Assets 
(Level 1) 

Significant 
Observable 
Inputs 
(Level 2) 

Non - U.S. 

Significant 
Unobservable 
Inputs 
(Level 3) 

Measured at 
NAV 

Total 

   $ 

5      $ 

—      $ 

—      $ 

8      $ 

—        

—        

—        

33        

—        
—        
—        
—        

—        

—        

—        
—        
—        
1        
—        
6      $ 

—        
—        
61        
—        

—        

—        

—        
—        
317        
—        
—        
378      $ 

—        
—        
—        
—        

—        

—        

—        
—        
—        
—        
—        
—      $ 

51        
4        
65        
26        

11        

34        

7        
38        
—        
—        
—        
277      $ 

   $ 

13   

33   

51   
4   
126   
26   

11   

34   

7   
38   
317   
1   
—   
661   

Major Non-U.S. Plans 

December 31, 2018 

(in millions) 

Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 

Inflation-Linked Bonds 

Investment Grade Bonds 

   Quoted Prices 

in Active 

Markets for 

Identical Assets 

(Level 1) 

Significant 

Observable 

Inputs 

(Level 2) 

Non - U.S. 

Significant 

Unobservable 

Inputs 

(Level 3) 

Measured at 

NAV 

Total 

   $ 

8      $ 

—      $ 

—      $ 

5      $ 

—        

—        

—        

21        

13   

21   

53   

4   

134   

28   

9   

27   

7   

42   

333   

1   

(1 ) 

671   

Global High Yield & Emerging Market Debt 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 

Private Equity 

Insurance Contracts 

Derivatives with unrealized gains 

Derivatives with unrealized losses 

   $ 

—        

—        

—        

—        

—        

—        

—        

—        

—        

1        

(1 )      

8      $ 

—        

—        

66        

—        

—        

—        

—        

—        

333        

—        

—        

399      $ 

—        

—        

—        

—        

—        

—        

—        

—        

—        

—        

—        

—      $ 

53        

4        

68        

28        

9        

27        

7        

42        

—        

—        

—        

264      $ 

For Kodak’s major non-U.S. defined benefit pension plans, equity investments are invested broadly in local equity, developed international and 

emerging markets.  Fixed income investments are comprised primarily of government and investment grade corporate bonds.  Real estate 

investments primarily include investments in limited partnerships that invest in office, industrial, and retail properties.  Global Balanced Asset 

Allocation investments are commingled funds that hold a diversified portfolio of passive market exposures, including equities, debt, currencies and 

commodities.  Absolute return investments are comprised of a diversified portfolio of hedge funds using equity, debt, commodity, and currency 

strategies held separate from the derivative-linked hedge funds described later in this footnote.  Private equity investments are comprised of limited 

partnerships and fund-of-fund investments that invest in distressed investments, venture capital and leveraged buyouts.  Insurance contracts are 

typically annuities from life insurance companies covering specific pension obligations. 

For Kodak’s major defined benefit pension plans, certain investment managers are authorized to invest in derivatives such as futures, swaps, and 

currency forward contracts.  Investments in derivatives are used to obtain desired exposure to a particular asset, index or bond duration and require 

only a portion of the total exposure to be invested as cash collateral.  In instances where exposures are obtained via derivatives, the majority of the 

exposure value is available to be invested, and is typically invested, in a diversified portfolio of hedge fund strategies that generate returns in addition 

to the return generated by the derivatives.  Of the December 31, 2019 investments shown in the major U.S. plans table above, 4% of the total 

pension assets represented equity securities exposure obtained via derivatives and are reported in equity securities, and 30% of the total pension 

assets represented U.S. government bond exposure with 12 years duration, obtained via derivatives and are reported in government bonds.  Of the 

December 31, 2018 investments shown in the major U.S. plans table above, 5% of the total pension assets represented equity securities exposure 

obtained via derivatives and are reported in equity securities, and 30% of the total pension assets represented U.S. government bond exposure with 

12 years duration, obtained via derivatives and are reported in government bonds. 

Of the December 31, 2019 investments shown in the major Non-U.S. plans table above, 0% and 7% of the total pension assets represented 

derivative exposures to equity securities and government bonds with 2 years duration and are reported in those respective classes.  Of the 

December 31, 2018 investments shown in the major Non-U.S. plans table above, 0% and 7% of the total pension assets represented derivative 

exposures to equity securities and government bonds with 5 years duration and are reported in those respective classes. 

86 

87 

 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
     
  
 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
     
  
 
Major Non-U.S. Plans 

December 31, 2019 

(in millions) 

Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 

Inflation-Linked Bonds 

Investment Grade Bonds 

Global High Yield & Emerging Market Debt 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 

Private Equity 

Insurance Contracts 

Derivatives with unrealized gains 

Derivatives with unrealized losses 

   Quoted Prices 

in Active 

Markets for 

Identical Assets 

(Level 1) 

Significant 

Observable 

Inputs 

(Level 2) 

Non - U.S. 

Significant 

Unobservable 

Inputs 

(Level 3) 

Measured at 

NAV 

Total 

   $ 

5      $ 

—      $ 

—      $ 

8      $ 

—        

—        

—        

33        

—        

—        

—        

—        

—        

—        

—        

—        

—        

1        

—        

6      $ 

—        

—        

61        

—        

—        

—        

—        

—        

317        

—        

—        

378      $ 

—        

—        

—        

—        

—        

—        

—        

—        

—        

—        

—        

—      $ 

51        

4        

65        

26        

11        

34        

7        

38        

—        

—        

—        

277      $ 

13   

33   

51   

4   

126   

26   

11   

34   

7   

38   

317   

1   

—   

661   

Major Non-U.S. Plans 
December 31, 2018 

(in millions) 
Cash and cash equivalents 

Equity Securities 

Debt Securities: 

Government Bonds 
Inflation-Linked Bonds 
Investment Grade Bonds 
Global High Yield & Emerging Market Debt 

Real Estate 

Global Balanced Asset Allocation Funds 

Other: 

Absolute Return 
Private Equity 
Insurance Contracts 
Derivatives with unrealized gains 
Derivatives with unrealized losses 

   Quoted Prices 

in Active 
Markets for 
Identical Assets 
(Level 1) 

Significant 
Observable 
Inputs 
(Level 2) 

Non - U.S. 

Significant 
Unobservable 
Inputs 
(Level 3) 

Measured at 
NAV 

Total 

   $ 

8      $ 

—      $ 

—      $ 

5      $ 

—        

—        

—        

21        

—        
—        
—        
—        

—        

—        

—        
—        
—        
1        
(1 )      
8      $ 

—        
—        
66        
—        

—        

—        

—        
—        
333        
—        
—        
399      $ 

—        
—        
—        
—        

—        

—        

—        
—        
—        
—        
—        
—      $ 

53        
4        
68        
28        

9        

27        

7        
42        
—        
—        
—        
264      $ 

13   

21   

53   
4   
134   
28   

9   

27   

7   
42   
333   
1   
(1 ) 
671   

   $ 

   $ 

For Kodak’s major non-U.S. defined benefit pension plans, equity investments are invested broadly in local equity, developed international and 
emerging markets.  Fixed income investments are comprised primarily of government and investment grade corporate bonds.  Real estate 
investments primarily include investments in limited partnerships that invest in office, industrial, and retail properties.  Global Balanced Asset 
Allocation investments are commingled funds that hold a diversified portfolio of passive market exposures, including equities, debt, currencies and 
commodities.  Absolute return investments are comprised of a diversified portfolio of hedge funds using equity, debt, commodity, and currency 
strategies held separate from the derivative-linked hedge funds described later in this footnote.  Private equity investments are comprised of limited 
partnerships and fund-of-fund investments that invest in distressed investments, venture capital and leveraged buyouts.  Insurance contracts are 
typically annuities from life insurance companies covering specific pension obligations. 

For Kodak’s major defined benefit pension plans, certain investment managers are authorized to invest in derivatives such as futures, swaps, and 
currency forward contracts.  Investments in derivatives are used to obtain desired exposure to a particular asset, index or bond duration and require 
only a portion of the total exposure to be invested as cash collateral.  In instances where exposures are obtained via derivatives, the majority of the 
exposure value is available to be invested, and is typically invested, in a diversified portfolio of hedge fund strategies that generate returns in addition 
to the return generated by the derivatives.  Of the December 31, 2019 investments shown in the major U.S. plans table above, 4% of the total 
pension assets represented equity securities exposure obtained via derivatives and are reported in equity securities, and 30% of the total pension 
assets represented U.S. government bond exposure with 12 years duration, obtained via derivatives and are reported in government bonds.  Of the 
December 31, 2018 investments shown in the major U.S. plans table above, 5% of the total pension assets represented equity securities exposure 
obtained via derivatives and are reported in equity securities, and 30% of the total pension assets represented U.S. government bond exposure with 
12 years duration, obtained via derivatives and are reported in government bonds. 

Of the December 31, 2019 investments shown in the major Non-U.S. plans table above, 0% and 7% of the total pension assets represented 
derivative exposures to equity securities and government bonds with 2 years duration and are reported in those respective classes.  Of the 
December 31, 2018 investments shown in the major Non-U.S. plans table above, 0% and 7% of the total pension assets represented derivative 
exposures to equity securities and government bonds with 5 years duration and are reported in those respective classes. 

86 

87 

 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
     
  
 
  
  
  
     
  
  
  
  
  
  
  
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
     
  
       
         
         
         
         
  
       
         
         
         
         
  
     
     
     
     
     
  
 
   $ 

Balance at 

(1 )      
(1 )    $ 

Relating to 
Assets Still Held    

(40 )    $ 
(9 )      
(49 )    $ 

Net Purchases, 
Sales and 
Settlements 

2        
2      $ 

—        
—      $ 

January 1, 2019       
6        
6      $ 

The following is a reconciliation of the beginning and ending balances of level 3 assets of Kodak’s major U.S. defined benefit pension plans: 

Amounts recognized in Accumulated other comprehensive loss consist of (in millions): 

U.S. 

Balance at 
December 31, 2019   
7   
7   

Balance at 
December 31, 2018   
—   
6   
6   

   Net Realized and Unrealized Gains 
Relating to 
Assets Sold 
During the Period   

(in millions) 
Private Equity 
Total 

(in millions) 
Real Estate 
Private Equity 
Total 

   $ 

   $ 

26      $ 
14        
40      $ 

—      $ 
1        
1      $ 

14      $ 
—        
14      $ 

Net Realized and Unrealized Gains    

U.S. 

Balance at 

January 1, 2018       

Relating to 
Assets Still Held    

Relating to 
Assets Sold 
During the Period   

Net Purchases, 
Sales and 
Settlements 

Net actuarial gain 

Changes in benefit obligations recognized in Other comprehensive loss (income) consist of (in millions): 

As of December 31, 

2019 

2018 

   $ 

(5 )    $ 

(6 ) 

Newly established loss (gain) 

Amortization of: 

  Net actuarial gain 

Total gain recognized in Other comprehensive (loss) income 

  $ 

Year Ended December 31, 

2019 

2018 

  $ 

—     $ 

(6 ) 

—   

(6 ) 

1       

1     $ 

Other postretirement benefit cost included: 

Other postretirement benefit cost from continuing 

The weighted-average assumptions used to determine the net benefit obligations were as follows: 

The weighted-average assumptions used to determine the net postretirement benefit cost were as follows: 

Service cost 

Interest cost 

Amortization of: 

Actuarial gain 

   operations 

Discount rate 

Salary increase rate 

Effective rate for interest cost 

Salary increase rate 

The weighted-average assumed healthcare cost trend rates used to compute the other postretirement amounts were as follows: 

Healthcare cost trend 

Rate to which the cost trend rate is assumed to decline 

   (the ultimate trend rate) 

Year that the rate reaches the ultimate trend rate 

Effect on total service and interest cost 

Effect on postretirement benefit obligation 

1% increase 

1% decrease 

   $ 

—      $ 

3        

—   

(3 ) 

Year Ended December 31, 

2019 

2018 

   $ 

   $ 

—      $ 

2        

(1 )      

1      $ 

—   

2   

—   

2   

Year Ended December 31, 

2019 

2018 

2.93 %      

1.80 %      

3.59 % 

2.35 % 

Year Ended December 31, 

2019 

2018 

3.26 %      

2.35 %      

2.88 % 

2.35 % 

2019 

2018 

5.37 %      

5.70 % 

3.14 %      

2038         

3.38 % 

2038   

The following pension benefit payments, which reflect expected future service, are expected to be paid (in millions): 

Components of net postretirement benefit cost: 

2020 
2021 
2022 
2023 
2024 
2025 - 2029 

   $ 

U.S. 

Non-U.S. 

308      $ 
295     
283     
272     
261     
1,134     

48   
47   
46   
46   
45   
205   

NOTE 21:  OTHER POSTRETIREMENT BENEFITS 

In Canada, Kodak provides medical, dental, life insurance, and survivor income benefits to eligible retirees.  In the U.K., Kodak provides medical 
benefits to eligible retirees.  The other postretirement benefit plans in Canada and the U.K. are closed to new participants. Information on the 
Canada and U.K. other postretirement benefit plans is presented below. 

The measurement date used to determine the net benefit obligation for Kodak's other postretirement benefit plans is December 31. 

Changes in Kodak’s benefit obligation and funded status were as follows (in millions): 

Net benefit obligation at beginning of period 
Interest cost 
Plan participants’ contributions 
Actuarial gain 
Benefit payments 
Currency adjustments 
Net benefit obligation at end of period 

Underfunded status at end of period 

   $ 

   $ 

   $ 

Year Ended December 31, 
2018 
2019 

64     $ 
2       
1       
—       
(4 )     
—       
63     $ 

71   
2   
1   
(6 ) 
(4 ) 
—   
64   

(63 )   $ 

(64 ) 

Assumed healthcare cost trend rates effect the amounts reported for the healthcare plans.  A one-percentage point change in assumed healthcare 

cost trend rates would have the following effects: 

Amounts recognized in the Consolidated Statement of Financial Position consist of (in millions): 

Other current liabilities 
Pension and other postretirement liabilities 

As of December 31, 

2019 

2018 

   $ 

   $ 

(3 )   $ 
(60 )     
(63 )   $ 

(3 ) 
(61 ) 
(64 ) 

88 

89 

 
  
  
  
  
     
  
  
  
    
  
  
    
  
  
  
  
  
  
  
     
 
 
  
  
  
  
     
  
  
  
    
  
  
    
  
  
  
  
  
  
  
     
 
 
  
  
    
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
  
  
  
  
  
     
  
     
     
     
     
     
  
       
        
  
 
 
  
  
  
  
  
     
  
     
  
 
 
  
  
  
  
  
     
  
 
 
  
  
  
  
  
     
  
      
        
  
    
 
 
  
  
  
  
  
    
  
       
         
  
     
       
         
  
     
 
 
  
  
  
  
  
  
  
  
     
     
 
 
  
  
  
  
  
  
  
  
     
     
 
 
  
  
  
  
  
     
     
     
 
 
  
  
     
  
     
 
The following is a reconciliation of the beginning and ending balances of level 3 assets of Kodak’s major U.S. defined benefit pension plans: 

Amounts recognized in Accumulated other comprehensive loss consist of (in millions): 

(in millions) 

Private Equity 

Total 

(in millions) 

Real Estate 

Private Equity 

Total 

   Net Realized and Unrealized Gains 

U.S. 

Relating to 

Assets Sold 

Balance at 

January 1, 2019       

Relating to 

Assets Still Held    

During the Period   

Net Purchases, 

Sales and 

Settlements 

Balance at 

December 31, 2019   

6        

6      $ 

2        

2      $ 

—        

—      $ 

(1 )      

(1 )    $ 

7   

7   

Net Realized and Unrealized Gains    

U.S. 

Relating to 

Assets Sold 

Balance at 

January 1, 2018       

Relating to 

Assets Still Held    

During the Period   

Net Purchases, 

Sales and 

Settlements 

Balance at 

December 31, 2018   

26      $ 

14        

40      $ 

—      $ 

1        

1      $ 

14      $ 

—        

14      $ 

(40 )    $ 

(9 )      

(49 )    $ 

—   

6   

6   

   $ 

   $ 

   $ 

The following pension benefit payments, which reflect expected future service, are expected to be paid (in millions): 

2020 

2021 

2022 

2023 

2024 

2025 - 2029 

U.S. 

Non-U.S. 

   $ 

308      $ 

295     

283     

272     

261     

1,134     

48   

47   

46   

46   

45   

205   

NOTE 21:  OTHER POSTRETIREMENT BENEFITS 

In Canada, Kodak provides medical, dental, life insurance, and survivor income benefits to eligible retirees.  In the U.K., Kodak provides medical 

benefits to eligible retirees.  The other postretirement benefit plans in Canada and the U.K. are closed to new participants. Information on the 

Canada and U.K. other postretirement benefit plans is presented below. 

The measurement date used to determine the net benefit obligation for Kodak's other postretirement benefit plans is December 31. 

Changes in Kodak’s benefit obligation and funded status were as follows (in millions): 

Net benefit obligation at beginning of period 

Interest cost 

Plan participants’ contributions 

Actuarial gain 

Benefit payments 

Currency adjustments 

Net benefit obligation at end of period 

Other current liabilities 

Pension and other postretirement liabilities 

Year Ended December 31, 

2019 

2018 

64     $ 

2       

1       

—       

(4 )     

—       

63     $ 

71   

2   

1   

(6 ) 

(4 ) 

—   

64   

As of December 31, 

2019 

2018 

(3 )   $ 

(60 )     

(63 )   $ 

(3 ) 

(61 ) 

(64 ) 

   $ 

   $ 

   $ 

   $ 

   $ 

Amounts recognized in the Consolidated Statement of Financial Position consist of (in millions): 

Net actuarial gain 

As of December 31, 

2019 

2018 

   $ 

(5 )    $ 

(6 ) 

Changes in benefit obligations recognized in Other comprehensive loss (income) consist of (in millions): 

Newly established loss (gain) 
Amortization of: 
  Net actuarial gain 
Total gain recognized in Other comprehensive (loss) income 

  $ 

  $ 

—     $ 

1       
1     $ 

(6 ) 

—   
(6 ) 

Year Ended December 31, 
2018 
2019 

Other postretirement benefit cost included: 

Components of net postretirement benefit cost: 
Service cost 
Interest cost 
Amortization of: 

Actuarial gain 

Other postretirement benefit cost from continuing 
   operations 

Year Ended December 31, 
2018 
2019 

   $ 

   $ 

—      $ 
2        

(1 )      

1      $ 

—   
2   

—   

2   

The weighted-average assumptions used to determine the net benefit obligations were as follows: 

Discount rate 
Salary increase rate 

Year Ended December 31, 
2018 
2019 

2.93 %      
1.80 %      

3.59 % 
2.35 % 

The weighted-average assumptions used to determine the net postretirement benefit cost were as follows: 

Effective rate for interest cost 
Salary increase rate 

Year Ended December 31, 
2018 
2019 

3.26 %      
2.35 %      

2.88 % 
2.35 % 

The weighted-average assumed healthcare cost trend rates used to compute the other postretirement amounts were as follows: 

Healthcare cost trend 
Rate to which the cost trend rate is assumed to decline 
   (the ultimate trend rate) 
Year that the rate reaches the ultimate trend rate 

2019 

2018 

5.37 %      

5.70 % 

3.14 %      
2038         

3.38 % 
2038   

Underfunded status at end of period 

(63 )   $ 

(64 ) 

Assumed healthcare cost trend rates effect the amounts reported for the healthcare plans.  A one-percentage point change in assumed healthcare 
cost trend rates would have the following effects: 

Effect on total service and interest cost 
Effect on postretirement benefit obligation 

1% increase 

1% decrease 

   $ 

—      $ 
3        

—   
(3 ) 

88 

89 

 
  
  
  
  
     
  
  
  
    
  
  
    
  
  
  
  
  
  
  
     
 
 
  
  
  
  
     
  
  
  
    
  
  
    
  
  
  
  
  
  
  
     
 
 
  
  
    
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
  
  
  
  
  
     
  
     
     
     
     
     
  
       
        
  
 
 
  
  
  
  
  
     
  
     
  
 
 
  
  
  
  
  
     
  
 
 
  
  
  
  
  
     
  
      
        
  
    
 
 
  
  
  
  
  
    
  
       
         
  
     
       
         
  
     
 
 
  
  
  
  
  
  
  
  
     
     
 
 
  
  
  
  
  
  
  
  
     
     
 
 
  
  
  
  
  
     
     
     
 
 
  
  
     
  
     
 
The following other postretirement benefits, which reflect expected future service, are expected to be paid (in millions): 

2020 
2021 
2022 
2023 
2024 
2024-2028 

  $ 

4   
3   
3   
3   
3   
16   

NOTE 22:  EARNINGS PER SHARE 

Basic earnings per share are calculated using the weighted-average number of shares of common stock outstanding during the period.  Diluted 
earnings per share calculations include any dilutive effect of potential common shares.  In periods with a net loss from continuing operations, diluted 
earnings per share are calculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per 
share. 

A reconciliation of the amounts used to calculate basic and diluted earnings per share for the years ended December 31, 2019 and 2018 follows (in 
millions): 

Loss from continuing operations attributable to Eastman 
   Kodak Company 
Less: Series A Preferred Stock cash and accrued dividends 
Less: Series A Preferred Stock deemed dividends 

Loss from continuing operations available to common 
   shareholders - basic and diluted 

Net income (loss) attributable to Eastman Kodak Company 
Less: Series A Preferred Stock cash and accrued dividends 
Less: Series A Preferred Stock deemed dividends 
Net income (loss) available to common shareholders - basic and 
   diluted 

Year Ended December 31, 

2019 

2018 

   $ 

(91 )    $ 
(11 )      
(9 )      

(9 ) 
(11 ) 
(9 ) 

   $ 

(111 )    $ 

(29 ) 

   $ 

116      $ 
(11 )      
(9 )      

   $ 

96      $ 

(16 ) 
(11 ) 
(9 ) 

(36 ) 

As a result of the net loss from continuing operations available to common shareholders for the years ended December 31, 2019 and 2018, Kodak 
calculated diluted earnings per share using weighted-average basic shares outstanding.  If Kodak reported earnings from continuing operations 
available to common shareholders for the years ended December 31, 2019 and 2018, the calculation of diluted earnings per share would have 
included the assumed conversion of 0.6 million and 0.3 million unvested restricted stock units. 

The computation of diluted earnings per share for the years ended December 31, 2019 and 2018 excluded the impact of (1) the assumed conversion 
of 2.0 million shares of Series A Preferred Stock, and (2) the assumed conversion of 6.8 million and 5.2 million outstanding employee stock options, 
respectively, because they would have been anti-dilutive.  The computation of diluted earnings per share for the year ended December 31, 2019 also 
excluded the assumed conversion of $100 million of Convertible Notes because the effects would have been anti-dilutive.    

NOTE 23:  STOCK-BASED COMPENSATION 

Kodak’s stock incentive plan is the 2013 Omnibus Incentive Plan (the “2013 Plan”).  The 2013 Plan is administered by the Executive Compensation 
Committee of the Board of Directors. 

There were no options exercised in 2019 or 2018. 

Officers, directors and employees of the Company and its consolidated subsidiaries are eligible to receive awards.  Stock options are generally non-
qualified, are at exercise prices equal to or greater than the closing price of Kodak’s stock on the date of grant and expire seven years after the grant 
date.  Stock-based compensation awards granted under Kodak’s stock incentive plan are generally subject to a three-year vesting period from the 
date of grant, or a later date as determined by the Executive Compensation Committee.  Awards are subject to settlement in newly-issued shares of 
common stock.  Unless sooner terminated by the Executive Compensation Committee, no awards may be granted under the 2013 Plan after May 
22, 2028. 

90 

91 

The maximum number of shares of common stock that may be issued under the 2013 Plan is approximately 5.8 million. In addition, under the 2013 

Plan, the maximum number of shares available for the grant of incentive stock options is 2.0 million shares. The maximum number of shares as to 

which stock options or stock appreciation rights may be granted to any one person under the 2013 Plan in any calendar year is 2.5 million shares. 

The maximum number of performance-based compensation awards that may be granted to any one employee under the 2013 Plan in any calendar 

year is 1.0 million shares or, in the event such award is paid in cash, $2.5 million. The maximum number of awards that may be granted to any non-

employee director under the 2013 Plan in any calendar year may not exceed a number of awards with a grant date fair value of $900,000, computed 

as of the grant date. 

Compensation expense is recognized on a straight-line basis over the service or performance period for each separately vesting tranche of the 

award and is adjusted for actual forfeitures before vesting.  Kodak assesses the likelihood that performance-based shares will be earned based on 

the probability of meeting the performance criteria.  For those performance-based awards that are deemed probable of achievement, expense is 

recorded, and for those awards that are deemed not probable of achievement, no expense is recorded. Kodak assesses the probability of 

achievement each quarter. 

Restricted Stock Units 

and 2018.  

Restricted stock units are payable in shares of the Company common stock upon vesting.  The fair value is based on the closing market price of the 

Company’s stock on the grant date.  Compensation cost related to restricted stock units was $2 million for both the years ended December 31, 2019 

The weighted average grant date fair value of restricted stock unit awards granted for the years ended December 31, 2019 and 2018 was $2.93 and 

$3.66, respectively.  The total fair value of restricted stock units that vested was $2 million and $3 million for the years ended December 31, 2019 

and 2018, respectively.  As of December 31, 2019, there was $0.3 million of unrecognized compensation cost related to restricted stock units.  The 

cost is expected to be recognized over a weighted average period of 1.3 years. 

The following table summarizes information about restricted stock unit activity for the year ended December 31, 2019: 

Outstanding on December 31, 2018 

Granted 

Vested 

Forfeited 

Outstanding on December 31, 2019 

Number of 

Restricted 

Stock Units 

Weighted-Average 

Grant Date 

Fair Values 

703,748      $ 

521,698      $ 

475,295      $ 

28,350      $ 

721,801      $ 

4.72   

2.93   

4.92   

5.88   

3.25   

Stock Options 

The following table summarizes information about stock option activity for the year ended December 31, 2019: 

Outstanding on December 31, 2018 

Granted 

Forfeited 

Outstanding on December 31, 2019 

Exercisable on December 31, 2019 

Expected to vest December 31, 2019 

Weighted Average 

Exercise 

Price 

Per Share 

Weighted Average 

Remaining 

Contractual Life 

(Years) 

Aggregate 

Intrinsic 

Value 

($ millions)    

Shares 

Under 

Option 

5,195,937      $ 

2,220,959      $ 

573,817   

6,843,079   

6,050,372   

792,707   

  $ 

  $ 

  $ 

  $ 

13.85     

4.60     

12.50        

10.96      

11.18      

9.27      

4.07 

3.95 

5.86 

  $ 

  $ 

  $ 

2   

2   

—   

The aggregate intrinsic value represents the total pretax intrinsic value that option holders would have received had all option holders exercised their 

options on the last trading day of the year.  The aggregate intrinsic value is the difference between the Kodak closing stock price on the last trading 

day of the year and the exercise price, multiplied by the number of in-the-money options.  

The weighted average grant date fair value of options granted for the years ended December 31, 2019 and 2018 was $1.73 and $2.47,  respectively.  

The total fair value of options that vested during the years ended December 31, 2019 and 2018 was $7 million and $5 million, respectively.  

Compensation cost related to stock options for the years ended December 31, 2019 and 2018 was $5 million and $4 million, respectively. 

As of December 31, 2019, there was $0.5 million of unrecognized compensation cost related to stock options.  The cost is expected to be recognized 

over a weighted average period of 1.0 years. 

Kodak utilizes the Black-Scholes option valuation model to estimate the fair value of stock options.  Public trading of the Company’s common stock 

began on September 23, 2013, providing limited historical data upon which to base assumptions.   

 
    
    
    
    
    
 
 
 
 
 
  
  
  
  
  
    
  
     
     
 
     
     
 
 
 
 
 
 
 
  
  
    
  
     
     
     
     
     
 
 
  
  
     
    
  
     
  
     
  
  
     
  
     
  
  
     
      
  
     
     
     
 
 
The following other postretirement benefits, which reflect expected future service, are expected to be paid (in millions): 

2020 

2021 

2022 

2023 

2024 

2024-2028 

  $ 

4   

3   

3   

3   

3   

16   

NOTE 22:  EARNINGS PER SHARE 

Basic earnings per share are calculated using the weighted-average number of shares of common stock outstanding during the period.  Diluted 

earnings per share calculations include any dilutive effect of potential common shares.  In periods with a net loss from continuing operations, diluted 

earnings per share are calculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per 

A reconciliation of the amounts used to calculate basic and diluted earnings per share for the years ended December 31, 2019 and 2018 follows (in 

share. 

millions): 

Loss from continuing operations attributable to Eastman 

   Kodak Company 

Less: Series A Preferred Stock cash and accrued dividends 

Less: Series A Preferred Stock deemed dividends 

Loss from continuing operations available to common 

   shareholders - basic and diluted 

Net income (loss) attributable to Eastman Kodak Company 

Less: Series A Preferred Stock cash and accrued dividends 

Less: Series A Preferred Stock deemed dividends 

Net income (loss) available to common shareholders - basic and 

   diluted 

Year Ended December 31, 

2019 

2018 

   $ 

(111 )    $ 

(29 ) 

   $ 

   $ 

(91 )    $ 

(11 )      

(9 )      

116      $ 

(11 )      

(9 )      

   $ 

96      $ 

(9 ) 

(11 ) 

(9 ) 

(16 ) 

(11 ) 

(9 ) 

(36 ) 

As a result of the net loss from continuing operations available to common shareholders for the years ended December 31, 2019 and 2018, Kodak 

calculated diluted earnings per share using weighted-average basic shares outstanding.  If Kodak reported earnings from continuing operations 

available to common shareholders for the years ended December 31, 2019 and 2018, the calculation of diluted earnings per share would have 

included the assumed conversion of 0.6 million and 0.3 million unvested restricted stock units. 

The computation of diluted earnings per share for the years ended December 31, 2019 and 2018 excluded the impact of (1) the assumed conversion 

of 2.0 million shares of Series A Preferred Stock, and (2) the assumed conversion of 6.8 million and 5.2 million outstanding employee stock options, 

respectively, because they would have been anti-dilutive.  The computation of diluted earnings per share for the year ended December 31, 2019 also 

excluded the assumed conversion of $100 million of Convertible Notes because the effects would have been anti-dilutive.    

NOTE 23:  STOCK-BASED COMPENSATION 

Committee of the Board of Directors. 

Kodak’s stock incentive plan is the 2013 Omnibus Incentive Plan (the “2013 Plan”).  The 2013 Plan is administered by the Executive Compensation 

Officers, directors and employees of the Company and its consolidated subsidiaries are eligible to receive awards.  Stock options are generally non-

qualified, are at exercise prices equal to or greater than the closing price of Kodak’s stock on the date of grant and expire seven years after the grant 

date.  Stock-based compensation awards granted under Kodak’s stock incentive plan are generally subject to a three-year vesting period from the 

date of grant, or a later date as determined by the Executive Compensation Committee.  Awards are subject to settlement in newly-issued shares of 

common stock.  Unless sooner terminated by the Executive Compensation Committee, no awards may be granted under the 2013 Plan after May 

22, 2028. 

The maximum number of shares of common stock that may be issued under the 2013 Plan is approximately 5.8 million. In addition, under the 2013 
Plan, the maximum number of shares available for the grant of incentive stock options is 2.0 million shares. The maximum number of shares as to 
which stock options or stock appreciation rights may be granted to any one person under the 2013 Plan in any calendar year is 2.5 million shares. 
The maximum number of performance-based compensation awards that may be granted to any one employee under the 2013 Plan in any calendar 
year is 1.0 million shares or, in the event such award is paid in cash, $2.5 million. The maximum number of awards that may be granted to any non-
employee director under the 2013 Plan in any calendar year may not exceed a number of awards with a grant date fair value of $900,000, computed 
as of the grant date. 

Compensation expense is recognized on a straight-line basis over the service or performance period for each separately vesting tranche of the 
award and is adjusted for actual forfeitures before vesting.  Kodak assesses the likelihood that performance-based shares will be earned based on 
the probability of meeting the performance criteria.  For those performance-based awards that are deemed probable of achievement, expense is 
recorded, and for those awards that are deemed not probable of achievement, no expense is recorded. Kodak assesses the probability of 
achievement each quarter. 

Restricted Stock Units 
Restricted stock units are payable in shares of the Company common stock upon vesting.  The fair value is based on the closing market price of the 
Company’s stock on the grant date.  Compensation cost related to restricted stock units was $2 million for both the years ended December 31, 2019 
and 2018.  

The weighted average grant date fair value of restricted stock unit awards granted for the years ended December 31, 2019 and 2018 was $2.93 and 
$3.66, respectively.  The total fair value of restricted stock units that vested was $2 million and $3 million for the years ended December 31, 2019 
and 2018, respectively.  As of December 31, 2019, there was $0.3 million of unrecognized compensation cost related to restricted stock units.  The 
cost is expected to be recognized over a weighted average period of 1.3 years. 

The following table summarizes information about restricted stock unit activity for the year ended December 31, 2019: 

Outstanding on December 31, 2018 

Granted 
Vested 
Forfeited 

Outstanding on December 31, 2019 

Number of 
Restricted 
Stock Units 

Weighted-Average 
Grant Date 
Fair Values 

703,748      $ 
521,698      $ 
475,295      $ 
28,350      $ 
721,801      $ 

4.72   
2.93   
4.92   
5.88   
3.25   

Stock Options 
The following table summarizes information about stock option activity for the year ended December 31, 2019: 

Outstanding on December 31, 2018 

Granted 
Forfeited 

Outstanding on December 31, 2019 
Exercisable on December 31, 2019 
Expected to vest December 31, 2019 

Shares 
Under 
Option 
5,195,937      $ 
2,220,959      $ 
  $ 
573,817   
  $ 
6,843,079   
  $ 
6,050,372   
  $ 
792,707   

Weighted Average 
Exercise 
Price 
Per Share 

Weighted Average 
Remaining 
Contractual Life 
(Years) 

Aggregate 
Intrinsic 
Value 
($ millions)    

13.85     
4.60     
12.50        
10.96      
11.18      
9.27      

4.07 
3.95 
5.86 

  $ 
  $ 
  $ 

2   
2   
—   

The aggregate intrinsic value represents the total pretax intrinsic value that option holders would have received had all option holders exercised their 
options on the last trading day of the year.  The aggregate intrinsic value is the difference between the Kodak closing stock price on the last trading 
day of the year and the exercise price, multiplied by the number of in-the-money options.  

There were no options exercised in 2019 or 2018. 

The weighted average grant date fair value of options granted for the years ended December 31, 2019 and 2018 was $1.73 and $2.47,  respectively.  
The total fair value of options that vested during the years ended December 31, 2019 and 2018 was $7 million and $5 million, respectively.  
Compensation cost related to stock options for the years ended December 31, 2019 and 2018 was $5 million and $4 million, respectively. 

As of December 31, 2019, there was $0.5 million of unrecognized compensation cost related to stock options.  The cost is expected to be recognized 
over a weighted average period of 1.0 years. 

Kodak utilizes the Black-Scholes option valuation model to estimate the fair value of stock options.  Public trading of the Company’s common stock 
began on September 23, 2013, providing limited historical data upon which to base assumptions.   

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(in millions) 

Currency translation adjustments 

Currency translation adjustments 

Amount transferred to net income due to the sale 

   of an investment in a foreign entity

Currency translation adjustments and other 

Pension and other postretirement benefit plan 

   changes

Tax benefit 

Newly established net actuarial loss 

Newly established net actuarial loss, net of tax 

Reclassification adjustments: 

Amortization of prior service credit 

Amortization of actuarial losses 

Recognition of gains due to settlements 

   and curtailments

Total reclassification adjustments 

Tax provision 

Reclassification adjustments, net of tax 

Pension and other postretirement benefit plan changes, 

   net of tax

Other comprehensive loss 

Year Ended December 31, 

2019 

2018 

   $ 

(a) 

(a) 

(a) 

(cid:3)(cid:3)

(cid:3)(cid:3)

(cid:3)(cid:3)

      $ 

3      $ 

3        

6        

(14 )      

9        

(5 )      

(8 ) 

4   

(2 ) 

(cid:3)(cid:3)

(cid:3)(cid:3)

(6 )      

(cid:3)(cid:3)

(1 )      

(7 )      

(12 )      

(6 )    $ 

(11 ) 

—   

(11 ) 

(5 ) 

1   

(4 ) 

(8 ) 

4   

(1 ) 

(5 ) 

—   

(5 ) 

(9 ) 

(20 ) 

(a)  Reclassified to Pension income - refer to Note 20, "Retirement Plans" and Note 21, "Other Postretirement Benefits" for additional information. 

The expected term of options granted is the period of time the options are expected to be outstanding and is calculated using a simplified method 
based on the option’s vesting period and original contractual term.  The Company uses only the historical volatility of the Company’s stock to 
estimate expected volatility. The risk-free rate was based on the yield on U.S. Treasury notes with a term equal to the option’s expected term. 

NOTE 25:  OTHER COMPREHENSIVE LOSS  

The changes in Other comprehensive loss by component, were as follows: 

The following inputs were used for the valuation of option grants issued in each year: 

Weighted-average fair value of options granted 
Weighted-average risk-free interest rate 
Range of risk-free interest rates 
Weighted-average expected option lives 
Expected option lives 
Weighted-average volatility 
Range of expected volatilities 
Weighted-average expected dividend yield 

Year Ended December 31, 
2019 
1.73 
2.47% 

2018 
2.45 
2.70% 

     $ 

   $ 

   2.28% - 2.54%        2.59% - 2.95%    

4.5 years 
4.5 years 
90% 
81% - 90% 
0.00% 

4.5 years 
      4.4 - 4.5 years    
81% 
80% - 83% 
0.00% 

NOTE 24: SHAREHOLDERS’ EQUITY 

The Company has 560 million shares of authorized stock, consisting of: (i) 500 million shares of common stock, par value $0.01 per share and 
(ii) 60 million shares of preferred stock, no par value, issuable in one or more series. As of December 31, 2019 there were 43.2 million shares of 
common stock outstanding and 2.0 million shares of Series A preferred stock issued and outstanding.  As of December 31, 2018 there were 42.8 
million shares of common stock outstanding and 2.0 million shares of Series A preferred stock issued and outstanding. 

Treasury Stock 
Treasury stock consisted of approximately 0.7 and  0.6 million shares at December 31, 2019 and 2018, respectively. 

Backstop Registration Rights Agreement 
Upon emergence from bankruptcy on September 3, 2013 (“Effective Date”), the Company and GSO Capital Partners LP, on behalf of various 
managed funds, BlueMountain Capital Management, LLC, on behalf of various managed funds, George Karfunkel, United Equities Commodities 
Company, Momar Corporation and Contrarian Capital Management, LLC, on behalf of Contrarian Funds, LLC (collectively, the “Backstop Parties”) 
executed a registration rights agreement (the “Backstop Registration Rights Agreement”). The Backstop Registration Rights Agreement, among 
other rights, provides the Backstop Parties with certain registration rights with respect to common stock offered to the Backstop Parties (and other 
eligible creditors) as part of a rights offering (the “Backstop registrable securities”).  A portion of the shares issued in the rights offerings are restricted 
securities for purposes of Rule 144 under the Securities Act of 1933 and may not be offered, sold or otherwise transferred absent registration under 
the Securities Act of 1933 or an applicable exemption from registration requirements. 

Stockholders holding Backstop registrable securities representing 10% of the outstanding common stock at emergence may require the Company to 
facilitate a registered offering of Backstop registrable securities (such offering, the “Initial Registration”). The Backstop registrable securities 
requested to be sold in the Initial Registration must have an aggregate market value of at least $75 million.  On October 20, 2016, the Initial 
Registration, in the form of a shelf registration statement registering all Backstop registerable securities, was declared effective by the SEC. 

Following the Initial Registration, stockholders holding 10% or more of the outstanding Backstop registrable securities may demand that the 
Company file a shelf registration statement and effectuate one or more takedowns off of such shelf, or, if a shelf is not available, effectuate one or 
more stand-alone registered offerings, provided that such non-shelf registered offerings or shelf takedowns may not be requested more than four 
times and, in each case, shall include shares having an aggregate market value of at least $75 million. Beginning on the second anniversary of the 
Effective Date, upon request of a stockholder, the Company shall amend its existing shelf registration statement to register additional Backstop 
registrable securities as set forth in the Registration Rights Agreement. Stockholders also have the right to include their Backstop registrable 
securities in the Initial Registration or any other non-shelf registered offering or shelf takedown of the common stock by the Company for its own 
account or for the account of any holders of common stock. 

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The expected term of options granted is the period of time the options are expected to be outstanding and is calculated using a simplified method 

NOTE 25:  OTHER COMPREHENSIVE LOSS  

based on the option’s vesting period and original contractual term.  The Company uses only the historical volatility of the Company’s stock to 

estimate expected volatility. The risk-free rate was based on the yield on U.S. Treasury notes with a term equal to the option’s expected term. 

The changes in Other comprehensive loss by component, were as follows: 

The following inputs were used for the valuation of option grants issued in each year: 

(in millions) 
Currency translation adjustments 
Currency translation adjustments 
Amount transferred to net income due to the sale 
   of an investment in a foreign entity
Currency translation adjustments and other 

Pension and other postretirement benefit plan 
   changes

Newly established net actuarial loss 
Tax benefit 
Newly established net actuarial loss, net of tax 
Reclassification adjustments: 

Amortization of prior service credit 
Amortization of actuarial losses 
Recognition of gains due to settlements 
   and curtailments

Total reclassification adjustments 
Tax provision 
Reclassification adjustments, net of tax 

Pension and other postretirement benefit plan changes, 
   net of tax
Other comprehensive loss 

Year Ended December 31, 

2019 

2018 

   $ 

(a) 

(a) 

(a) 

(cid:3)(cid:3)

(cid:3)(cid:3)

(cid:3)(cid:3)

      $ 

3      $ 

3        
6        

(14 )      
9        
(5 )      

(8 ) 
4   

(cid:3)(cid:3)

(cid:3)(cid:3)

(2 ) 
(6 )      
(cid:3)(cid:3)
(1 )      
(7 )      

(12 )      
(6 )    $ 

(11 ) 

—   
(11 ) 

(5 ) 
1   
(4 ) 

(8 ) 
4   

(1 ) 
(5 ) 
—   
(5 ) 

(9 ) 
(20 ) 

(a)  Reclassified to Pension income - refer to Note 20, "Retirement Plans" and Note 21, "Other Postretirement Benefits" for additional information. 

Weighted-average fair value of options granted 

   $ 

     $ 

Weighted-average risk-free interest rate 

Range of risk-free interest rates 

Weighted-average expected option lives 

Expected option lives 

Weighted-average volatility 

Range of expected volatilities 

Weighted-average expected dividend yield 

NOTE 24: SHAREHOLDERS’ EQUITY 

Year Ended December 31, 

   2.28% - 2.54%        2.59% - 2.95%    

2019 

1.73 

2.47% 

4.5 years 

4.5 years 

90% 

81% - 90% 

0.00% 

2018 

2.45 

2.70% 

4.5 years 

      4.4 - 4.5 years    

81% 

80% - 83% 

0.00% 

The Company has 560 million shares of authorized stock, consisting of: (i) 500 million shares of common stock, par value $0.01 per share and 

(ii) 60 million shares of preferred stock, no par value, issuable in one or more series. As of December 31, 2019 there were 43.2 million shares of 

common stock outstanding and 2.0 million shares of Series A preferred stock issued and outstanding.  As of December 31, 2018 there were 42.8 

million shares of common stock outstanding and 2.0 million shares of Series A preferred stock issued and outstanding. 

Treasury Stock 

Treasury stock consisted of approximately 0.7 and  0.6 million shares at December 31, 2019 and 2018, respectively. 

Backstop Registration Rights Agreement 

Upon emergence from bankruptcy on September 3, 2013 (“Effective Date”), the Company and GSO Capital Partners LP, on behalf of various 

managed funds, BlueMountain Capital Management, LLC, on behalf of various managed funds, George Karfunkel, United Equities Commodities 

Company, Momar Corporation and Contrarian Capital Management, LLC, on behalf of Contrarian Funds, LLC (collectively, the “Backstop Parties”) 

executed a registration rights agreement (the “Backstop Registration Rights Agreement”). The Backstop Registration Rights Agreement, among 

other rights, provides the Backstop Parties with certain registration rights with respect to common stock offered to the Backstop Parties (and other 

eligible creditors) as part of a rights offering (the “Backstop registrable securities”).  A portion of the shares issued in the rights offerings are restricted 

securities for purposes of Rule 144 under the Securities Act of 1933 and may not be offered, sold or otherwise transferred absent registration under 

the Securities Act of 1933 or an applicable exemption from registration requirements. 

Stockholders holding Backstop registrable securities representing 10% of the outstanding common stock at emergence may require the Company to 

facilitate a registered offering of Backstop registrable securities (such offering, the “Initial Registration”). The Backstop registrable securities 

requested to be sold in the Initial Registration must have an aggregate market value of at least $75 million.  On October 20, 2016, the Initial 

Registration, in the form of a shelf registration statement registering all Backstop registerable securities, was declared effective by the SEC. 

Following the Initial Registration, stockholders holding 10% or more of the outstanding Backstop registrable securities may demand that the 

Company file a shelf registration statement and effectuate one or more takedowns off of such shelf, or, if a shelf is not available, effectuate one or 

more stand-alone registered offerings, provided that such non-shelf registered offerings or shelf takedowns may not be requested more than four 

times and, in each case, shall include shares having an aggregate market value of at least $75 million. Beginning on the second anniversary of the 

Effective Date, upon request of a stockholder, the Company shall amend its existing shelf registration statement to register additional Backstop 

registrable securities as set forth in the Registration Rights Agreement. Stockholders also have the right to include their Backstop registrable 

securities in the Initial Registration or any other non-shelf registered offering or shelf takedown of the common stock by the Company for its own 

account or for the account of any holders of common stock. 

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Kodak’s segments are measured using Operational EBITDA both before and after allocation of corporate selling, general and administrative 

expenses (“SG&A”).  The segment earnings measure reported is after allocation of corporate SG&A as this most closely aligns with U.S. GAAP.  

Research and development activities not directly related to the other segments are reported within the Advanced Materials and 3D Printing 

During the first quarter of 2019 the segment measure was changed to exclude the costs, net of any rental income received, of underutilized portions 

of certain properties.  Additionally, the allocation of costs from Eastman Business Park (“EBP”) to the Brand, Film and Imaging segment and the 

Advanced Materials and 3D Printing Technology segment as tenants of EBP and to each of the segments as users of shared corporate space at the 

Technology segment. 

Change in Segment Measure of Profitability 

global headquarters changed. 

2020 Segments 

Change in Segments 

Effective in January 2020 Kodak changed its organizational structure.  Prepress Solutions, formerly part of the Print Systems segment, will operate 

as a separate segment named the Traditional Printing segment. Electrophotographic Printing Solutions, formerly part of the Print Systems segment, 

will be combined with the Enterprise Inkjet Systems segment and Kodak Software segment to form the Digital Print segment.  The Brand, Imaging 

and Film segment, except for the licensing of the Kodak brand to third parties, will be combined with the Advanced Materials and 3D Printing 

segment to form the Advanced Materials and Chemicals segment.  The licensing of the Kodak brand to third parties will operate as a separate 

segment named the Brand segment.  The Eastman Business Park segment will no longer be a reportable segment. 

NOTE 26:  ACCUMULATED OTHER COMPREHENSIVE LOSS 

Accumulated other comprehensive loss is composed of the following: 

(in millions) 
Currency translation adjustments 
Pension and other postretirement benefit plan changes 
Ending balance 

As of December 31, 

2019 

2018 

   $ 

   $ 

(90 )   $ 
(327 )     
(417 )   $ 

(96 ) 
(315 ) 
(411 ) 

NOTE 27:  SEGMENT INFORMATION 

Change in Segments 
Effective in January 2019 Kodak changed its organizational structure.  Kodak Technology Solutions, formerly part of the Software and Solutions 
segment, was moved into the Consumer and Film segment.  The Consumer and Film segment was renamed the Brand, Film & Imaging segment.  
The Unified Workflow Solutions business, formerly part of the Software and Solutions segment, operates as a dedicated segment named Kodak 
Software segment. 

Financial information is reported for six reportable segments: Print Systems, Enterprise Inkjet Systems, Kodak Software, Brand, Film and Imaging, 
Advanced Materials and 3D Printing Technology and Eastman Business Park. A description of the reportable segments follows.  

Print Systems: The Print Systems segment is comprised of two lines of business: Prepress Solutions and Electrophotographic Printing Solutions.  

Enterprise Inkjet Systems: The Enterprise Inkjet Systems segment is comprised of two lines of business: the Prosper business and the Versamark 
business.  

Kodak Software: The Software a segment is comprised of the Software business. two lines of business: Unified Workflow Solutions and Kodak 
Technology Solutions.  

Brand, Film and Imaging: The Brand, Film and Imaging, segment is comprised of five lines of business: Consumer Products, Industrial Film and 
Chemicals, Motion Picture, Kodak Services for Business (“KSB) and Kodakit.  

Advanced Materials and 3D Printing Technology: The Advanced Materials and 3D Printing Technology segment includes the Kodak Research 
Laboratories and associated new business opportunities and intellectual property licensing not directly related to other business segments.  

Eastman Business Park: The Eastman Business Park segment includes the operations of the Eastman Business Park, a more than 1,200 acre 
technology center and industrial complex. 

Segment financial information is shown below. Asset information by segment is not disclosed as this information is not separately identified and 
reported to the Chief Operating Decision Maker. 

Net Revenues from Continuing Operations by Reportable Segment 

(in millions) 
Print Systems 
Enterprise Inkjet Systems 
Kodak Software 
Brand, Film and Imaging 
Advanced Materials and 3D Printing Technology 
Eastman Business Park 
Consolidated total 

Year Ended December 31, 
2018 
2019 

   $ 

   $ 

836      $ 
128        
56        
209        
3        
10        
1,242      $ 

896   
136   
65   
210   
4   
9   

1,320 

Segment Measure of Profit and Loss 
Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”).  
As demonstrated in the table below, Operational EBITDA represents the earnings (loss) from continuing operations excluding the provision (benefit) 
for income taxes; non-service cost components of pension and OPEB income; depreciation and amortization expense; restructuring costs; stock-
based compensation expense; consulting and other costs; idle costs; the former CEO separation agreement compensation; other operating 
(expense) income, net (unless otherwise indicated); interest expense and other charges, net. 

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Kodak’s segments are measured using Operational EBITDA both before and after allocation of corporate selling, general and administrative 
expenses (“SG&A”).  The segment earnings measure reported is after allocation of corporate SG&A as this most closely aligns with U.S. GAAP.  
Research and development activities not directly related to the other segments are reported within the Advanced Materials and 3D Printing 
Technology segment. 

Change in Segment Measure of Profitability 
During the first quarter of 2019 the segment measure was changed to exclude the costs, net of any rental income received, of underutilized portions 
of certain properties.  Additionally, the allocation of costs from Eastman Business Park (“EBP”) to the Brand, Film and Imaging segment and the 
Advanced Materials and 3D Printing Technology segment as tenants of EBP and to each of the segments as users of shared corporate space at the 
global headquarters changed. 

2020 Segments 

Change in Segments 
Effective in January 2020 Kodak changed its organizational structure.  Prepress Solutions, formerly part of the Print Systems segment, will operate 
as a separate segment named the Traditional Printing segment. Electrophotographic Printing Solutions, formerly part of the Print Systems segment, 
will be combined with the Enterprise Inkjet Systems segment and Kodak Software segment to form the Digital Print segment.  The Brand, Imaging 
and Film segment, except for the licensing of the Kodak brand to third parties, will be combined with the Advanced Materials and 3D Printing 
segment to form the Advanced Materials and Chemicals segment.  The licensing of the Kodak brand to third parties will operate as a separate 
segment named the Brand segment.  The Eastman Business Park segment will no longer be a reportable segment. 

NOTE 26:  ACCUMULATED OTHER COMPREHENSIVE LOSS 

Accumulated other comprehensive loss is composed of the following: 

(in millions) 

Currency translation adjustments 

Pension and other postretirement benefit plan changes 

Ending balance 

As of December 31, 

2019 

2018 

   $ 

   $ 

(90 )   $ 

(327 )     

(417 )   $ 

(96 ) 

(315 ) 

(411 ) 

NOTE 27:  SEGMENT INFORMATION 

Change in Segments 

Effective in January 2019 Kodak changed its organizational structure.  Kodak Technology Solutions, formerly part of the Software and Solutions 

segment, was moved into the Consumer and Film segment.  The Consumer and Film segment was renamed the Brand, Film & Imaging segment.  

The Unified Workflow Solutions business, formerly part of the Software and Solutions segment, operates as a dedicated segment named Kodak 

Software segment. 

Financial information is reported for six reportable segments: Print Systems, Enterprise Inkjet Systems, Kodak Software, Brand, Film and Imaging, 

Advanced Materials and 3D Printing Technology and Eastman Business Park. A description of the reportable segments follows.  

Print Systems: The Print Systems segment is comprised of two lines of business: Prepress Solutions and Electrophotographic Printing Solutions.  

Enterprise Inkjet Systems: The Enterprise Inkjet Systems segment is comprised of two lines of business: the Prosper business and the Versamark 

business.  

Technology Solutions.  

Kodak Software: The Software a segment is comprised of the Software business. two lines of business: Unified Workflow Solutions and Kodak 

Brand, Film and Imaging: The Brand, Film and Imaging, segment is comprised of five lines of business: Consumer Products, Industrial Film and 

Chemicals, Motion Picture, Kodak Services for Business (“KSB) and Kodakit.  

Advanced Materials and 3D Printing Technology: The Advanced Materials and 3D Printing Technology segment includes the Kodak Research 

Laboratories and associated new business opportunities and intellectual property licensing not directly related to other business segments.  

Eastman Business Park: The Eastman Business Park segment includes the operations of the Eastman Business Park, a more than 1,200 acre 

technology center and industrial complex. 

Segment financial information is shown below. Asset information by segment is not disclosed as this information is not separately identified and 

reported to the Chief Operating Decision Maker. 

Net Revenues from Continuing Operations by Reportable Segment 

(in millions) 

Print Systems 

Enterprise Inkjet Systems 

Kodak Software 

Brand, Film and Imaging 

Eastman Business Park 

Consolidated total 

Advanced Materials and 3D Printing Technology 

Year Ended December 31, 

2019 

2018 

   $ 

836      $ 

128        

56        

209        

3        

10        

896   

136   

65   

210   

4   

9   

   $ 

1,242      $ 

1,320 

Segment Measure of Profit and Loss 

Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”).  

As demonstrated in the table below, Operational EBITDA represents the earnings (loss) from continuing operations excluding the provision (benefit) 

for income taxes; non-service cost components of pension and OPEB income; depreciation and amortization expense; restructuring costs; stock-

based compensation expense; consulting and other costs; idle costs; the former CEO separation agreement compensation; other operating 

(expense) income, net (unless otherwise indicated); interest expense and other charges, net. 

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Segment Operational EBITDA and Consolidated Loss from Continuing Operations Before Income Taxes 

(in millions) 
Print Systems 
Enterprise Inkjet Systems 
Kodak Software 
Brand, Film and Imaging 
Advanced Materials and 3D Printing Technology 
Eastman Business Park 

Total of reportable segments 
Depreciation and amortization 
Restructuring costs and other 
Stock-based compensation 
Consulting and other costs (1) 
Idle costs (2) 
Former CEO separation agreement compensation 
Other operating expense, net, excluding income 
   from transition services agreement (3)
Interest expense (4) 
Pension income excluding service cost component (4) 
Other charges, net (4) 
Consolidated loss from continuing operations 
   before income taxes

Year Ended December 31, 

2019 

2018 

Depreciation expense from continuing operations: 

   $ 

41      $ 
(5 )      
2        
(13 )      
(12 )      
(1 )      
12        
(55 )      
(16 )      
(7 )      
(7 )      
(5 )      
(2 )      

(22 )      
(16 )      
104        
(46 )      

   $ 

(60 )    $ 

28   
4   
7   
(22 ) 
(12 ) 
(4 ) 
1   
(70 ) 
(17 ) 
(6 ) 
(14 ) 
(3 ) 
—   

(9 ) 
(9 ) 
131   
(17 ) 

(13 ) 

(1)  Consulting and other costs are professional services and internal costs associated with certain corporate strategic initiatives, including the 

No single customer represented 10% or more of Kodak’s total net revenue in any year presented. 

divestiture of FPD and debt refinancing. 

(2)  Consists of third-party costs such as security, maintenance, and utilities required to maintain land and buildings in certain locations not used in 

any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties. 

NOTE 28:  RELATED PARTY 

(3)

$6 million of income from the transition services agreement with the Purchaser was recognized in the year ended December 31, 2019.  The 
income was reported in Other operating expense, net in the Consolidated Statement of Operations. Other operating expense, net is typically 
excluded from the segment measure. However, the income from the transition services agreement was included in the segment measure. 

(4)

As reported in the Consolidated Statement of Operations. 

Kodak increased workers’ compensation reserves by approximately $3 million in 2019, primarily due to changes in discount rates.  The increase in 
reserves impacted gross profit by approximately $2 million and SG&A by approximately $1 million.   Kodak reduced workers’ compensation reserves 
by approximately $5 million in 2018 due to changes in discount rates and reduction in estimated losses.  The reduction in reserves impacted gross 
profit by approximately $3 million and SG&A by approximately $2 million.         

Amortization and depreciation expense by segment are not included in the segment measure of profit and loss but are regularly provided to the Chief 
Operating Decision Maker.  

 (in millions) 
Intangible asset amortization expense from continuing operations: 
Print Systems 
Enterprise Inkjet Systems 
Brand, Film and Imaging 
Consolidated total 

Year Ended December 31, 

2019 

2018 

   $ 

   $ 

2      $ 
4        
1        
7      $ 

6   
4   
1   
11   

 (in millions) 

Print Systems 

Enterprise Inkjet Systems 

Kodak Software 

Brand, Film and Imaging 

Advanced Materials and 3D Printing 

Eastman Business Park 

Consolidated total 

 (in millions) 

Long-lived assets (1) located in: 

The United States 

Europe, Middle East and Africa 

Asia Pacific 

Canada and Latin America 

Non-U.S. countries total (2) 

Consolidated total 

Year Ended December 31, 

2019 

2018 

   $ 

31      $ 

   $ 

48      $ 

Year Ended December 31, 

2019 

2018 

5        

2        

4        

2        

4        

85      $ 

28        

8        

60        

96        

181      $ 

   $ 

   $ 

38   

8   

2   

4   

2   

5   

59   

104   

35   

10   

67   

112   

216   

(1)

Long-lived assets are comprised of property, plant and equipment, net.   

(2) Of the total non-U.S. property, plant and equipment in 2019, $56 million are located in Brazil.  Of the total non-U.S. property, plant and 

equipment in 2018, $60 million was located in Brazil. 

Major Customers 

Kodak’s Executive Chairman is the Chairman of the Board for a company that purchased $3 million of products in both 2019 and 2018.  At both 

December 31, 2019 and 2018, the company owed Kodak $1 million.  

NOTE 29:  DISCONTINUED OPERATIONS 

Flexographic Packaging segment 

(“FPD”).  

Discontinued operations of Kodak include the former Flexographic Packaging segment comprised of Kodak’s Flexographic Packaging Business 

Kodak consummated the sale of certain assets of FPD to MIR Bidco, SA (the “Purchaser”) on April 8, 2019 for net cash consideration at closing, in 

addition to the assumption by Purchaser of certain liabilities of FPD, of $320 million, pursuant to the Stock and Asset Purchase Agreement (“SAPA”) 

signed in November 2018 and amended in March 2019.  Assets and liabilities of FPD in China were transferred at a deferred closing on July 1, 2019 

for net cash consideration of $5.9 million at closing and a promissory note for $1.4 million in addition to the assumption by Purchaser of certain 

liabilities of FPD, in accordance with the SAPA.  Kodak operated FPD in China, subject to certain covenants, until the deferred closing occurred.  

The promissory note was reduced by a true-up payment of $0.2 million owed by Kodak to the Purchaser which reflected the actual economic benefit 

attributable to the operation of FPD in China from the time of the initial closing through the time of the deferred closing. 

The divested business has the right to use Kodak’s corporate brand for a 10-year period related to Covered Products (as defined in the SAPA) for no 

additional consideration.  Therefore, $10 million of consideration received for the sale of FPD was recognized as deferred revenue related to the 

brand license.  The deferred revenue is reported in Long-term liabilities in the Consolidated Statement of Financial Condition and will be recognized 

as revenue over the term of the license. Proceeds were allocated between the sale of FPD and the brand license based on their relative fair values. 

Kodak recognized an after- tax gain on the sale of FPD of $212 million in the year ended December 31, 2019. 

96 

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Segment Operational EBITDA and Consolidated Loss from Continuing Operations Before Income Taxes 

Advanced Materials and 3D Printing Technology 

(in millions) 

Print Systems 

Enterprise Inkjet Systems 

Kodak Software 

Brand, Film and Imaging 

Eastman Business Park 

Total of reportable segments 

Depreciation and amortization 

Restructuring costs and other 

Stock-based compensation 

Consulting and other costs (1) 

Idle costs (2) 

Former CEO separation agreement compensation 

Other operating expense, net, excluding income 

   from transition services agreement (3)

Interest expense (4) 

Other charges, net (4) 

Pension income excluding service cost component (4) 

Consolidated loss from continuing operations 

   before income taxes

divestiture of FPD and debt refinancing. 

Year Ended December 31, 

2019 

2018 

   $ 

41      $ 

(5 )      

2        

(13 )      

(12 )      

(1 )      

12        

(55 )      

(16 )      

(7 )      

(7 )      

(5 )      

(2 )      

(22 )      

(16 )      

104        

(46 )      

28   

4   

7   

(22 ) 

(12 ) 

(4 ) 

1   

(70 ) 

(17 ) 

(6 ) 

(14 ) 

(3 ) 

—   

(9 ) 

(9 ) 

131   

(17 ) 

(13 ) 

 (in millions) 
Depreciation expense from continuing operations: 
Print Systems 
Enterprise Inkjet Systems 
Kodak Software 
Brand, Film and Imaging 
Advanced Materials and 3D Printing 
Eastman Business Park 
Consolidated total 

 (in millions) 
Long-lived assets (1) located in: 
The United States 
Europe, Middle East and Africa 
Asia Pacific 
Canada and Latin America 

Non-U.S. countries total (2) 
Consolidated total 

Year Ended December 31, 

2019 

2018 

31      $ 
5        
2        
4        
2        
4        
48      $ 

38   
8   
2   
4   
2   
5   
59   

Year Ended December 31, 

2019 

2018 

85      $ 
28        
8        
60        
96        
181      $ 

104   
35   
10   
67   
112   
216   

   $ 

   $ 

   $ 

   $ 

Long-lived assets are comprised of property, plant and equipment, net.   

(1)
(2) Of the total non-U.S. property, plant and equipment in 2019, $56 million are located in Brazil.  Of the total non-U.S. property, plant and 

equipment in 2018, $60 million was located in Brazil. 

(1)  Consulting and other costs are professional services and internal costs associated with certain corporate strategic initiatives, including the 

No single customer represented 10% or more of Kodak’s total net revenue in any year presented. 

   $ 

(60 )    $ 

Major Customers 

(2)  Consists of third-party costs such as security, maintenance, and utilities required to maintain land and buildings in certain locations not used in 

any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties. 

NOTE 28:  RELATED PARTY 

(3)

$6 million of income from the transition services agreement with the Purchaser was recognized in the year ended December 31, 2019.  The 

income was reported in Other operating expense, net in the Consolidated Statement of Operations. Other operating expense, net is typically 

excluded from the segment measure. However, the income from the transition services agreement was included in the segment measure. 

(4)

As reported in the Consolidated Statement of Operations. 

Kodak increased workers’ compensation reserves by approximately $3 million in 2019, primarily due to changes in discount rates.  The increase in 

reserves impacted gross profit by approximately $2 million and SG&A by approximately $1 million.   Kodak reduced workers’ compensation reserves 

by approximately $5 million in 2018 due to changes in discount rates and reduction in estimated losses.  The reduction in reserves impacted gross 

profit by approximately $3 million and SG&A by approximately $2 million.         

Amortization and depreciation expense by segment are not included in the segment measure of profit and loss but are regularly provided to the Chief 

Operating Decision Maker.  

Intangible asset amortization expense from continuing operations: 

 (in millions) 

Print Systems 

Enterprise Inkjet Systems 

Brand, Film and Imaging 

Consolidated total 

Year Ended December 31, 

2019 

2018 

   $ 

   $ 

2      $ 

4        

1        

7      $ 

6   

4   

1   

11   

Kodak’s Executive Chairman is the Chairman of the Board for a company that purchased $3 million of products in both 2019 and 2018.  At both 
December 31, 2019 and 2018, the company owed Kodak $1 million.  

NOTE 29:  DISCONTINUED OPERATIONS 

Flexographic Packaging segment 

Discontinued operations of Kodak include the former Flexographic Packaging segment comprised of Kodak’s Flexographic Packaging Business 
(“FPD”).  

Kodak consummated the sale of certain assets of FPD to MIR Bidco, SA (the “Purchaser”) on April 8, 2019 for net cash consideration at closing, in 
addition to the assumption by Purchaser of certain liabilities of FPD, of $320 million, pursuant to the Stock and Asset Purchase Agreement (“SAPA”) 
signed in November 2018 and amended in March 2019.  Assets and liabilities of FPD in China were transferred at a deferred closing on July 1, 2019 
for net cash consideration of $5.9 million at closing and a promissory note for $1.4 million in addition to the assumption by Purchaser of certain 
liabilities of FPD, in accordance with the SAPA.  Kodak operated FPD in China, subject to certain covenants, until the deferred closing occurred.  
The promissory note was reduced by a true-up payment of $0.2 million owed by Kodak to the Purchaser which reflected the actual economic benefit 
attributable to the operation of FPD in China from the time of the initial closing through the time of the deferred closing. 

The divested business has the right to use Kodak’s corporate brand for a 10-year period related to Covered Products (as defined in the SAPA) for no 
additional consideration.  Therefore, $10 million of consideration received for the sale of FPD was recognized as deferred revenue related to the 
brand license.  The deferred revenue is reported in Long-term liabilities in the Consolidated Statement of Financial Condition and will be recognized 
as revenue over the term of the license. Proceeds were allocated between the sale of FPD and the brand license based on their relative fair values. 

Kodak recognized an after- tax gain on the sale of FPD of $212 million in the year ended December 31, 2019. 

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Simultaneously with entering into the SAPA, the Company and the Purchaser entered into an Earn-out Agreement, pursuant to which the Company 
will be entitled to an aggregate of up to $35 million in additional cash consideration if FPD achieves agreed EBITDA targets for 2018 ($10 million 
earn-out), 2019 ($10 million earn-out) and 2020 ($15 million earn-out).  The EBITDA target for 2018 was not achieved.  The FPD 2019 results are 
not yet available. 

On April 16, 2019 the Purchaser paid Kodak $15 million as a prepayment for services and products to be provided by Kodak to the Purchaser.  The 
Purchaser has the option to satisfy its payment obligations to Kodak through a reduction of the prepayment balance or in cash.  As of December 31, 
2019, the remaining prepayment balance was $3 million. 

The results of operations of FPD are classified as discontinued operations in the Consolidated Statement of Operations for all periods presented.  
Direct operating expenses of the discontinued operations are included in the results of discontinued operations.  Indirect expenses that were 
historically allocated to the discontinued operations have been included in the results of continuing operations.  Prior period results have been 
reclassified to conform to the current period presentation. 

The results of operations of the Business are presented below: 

NOTE 30: ASSETS HELD FOR SALE 

Assets held for sale at December 31, 2018 include the assets and liabilities of the FPD business and the assets and liabilities of Kodak (China) 

Graphics Communication Co. Ltd., including the offset printing plates facility in Xiamen, China. 

The following table presents the aggregate carrying amount of major assets and liabilities of FPD:

2019 

2018 

(in millions) 
Revenues 

Cost of sales 
Selling, general and administrative expenses 
Research and development expenses 
Interest expense 
Gain on divestiture 
Earnings from continuing operations before income taxes 
Provision for income taxes 
Earnings (loss) from discontinued operations 

Year Ended December 31, 

2019 

2018 

   $ 

44      $ 

148   

28        
10        
2        
7        
(214 )      
211        
4        
207      $ 

   $ 

Interest was allocated to discontinued operations based on an estimated debt paydown of the Term Credit Agreement.   

The following table presents cash flow information associated with the Business: 

(in millions) 
Depreciation 
Amortization 
Capital expenditures 

Year Ended December 31, 

2019 

2018 

   $ 

—      $ 
—        
—        

90   
21   
8   
27   
—   
2   
9   
(7 ) 

2   
1   
7   

A dedicated entity of FPD had intercompany receivables with Kodak of approximately $5 million as of December 31, 2018 that were part of the 

transaction but are not reflected in the table above as these amounts have been eliminated in deriving the consolidated financial statements 

On August 3, 2019 Kodak reached an agreement with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) to establish a strategic relationship in the 

People’s Republic of China.  The relationship is comprised of an agreement for Kodak to sell its shares of the Kodak (China) Graphic 

Communication Co. Ltd. entity which includes the offset printing plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang, a 

supply agreement from HuaGuang to Kodak and a license agreement under which Kodak licenses its plates technology to HuaGuang to sell into the 

plates market in China.  The relationship was established at a closing on September 1, 2019 for net cash consideration at closing, in addition to the 

assumption by HuaGuang of certain liabilities, of $30 million and promissory notes of $8 million representing the outstanding amount of net 

intercompany receivables owed by Kodak to the Kodak (China) Graphic Communication Co. Ltd at the time of closing.  The promissory notes were 

repaid in full in November 2019.  

The relationship with HuaGuang includes a license agreement under which Kodak licenses its plates technology to HuaGuang.  Therefore, $13 

million of the $30 million of consideration received was recognized as licensing revenue in the Print Systems segment in the three months ended 

September 30, 2019.  Proceeds were allocated between the sale of the business and the intellectual property license based on their relative fair 

values. 

(in millions) 

ASSETS 

Cash and cash equivalents 

Trade receivables, net 

Inventories, net 

Property, plant and equipment, net 

Goodwill 

Intangible assets 

Other assets 

Assets of business held for sale 

LIABILITIES 

Accounts payable, trade 

Other current liabilities 

Pension and other postretirement liabilities 

Liabilities of business held for sale 

(in millions) 

ASSETS 

Cash and cash equivalents 

Inventories, net 

Property, plant and equipment, net 

Intangible assets 

Other assets 

Assets of business held for sale 

LIABILITIES 

Accounts payable, trade 

Other current liabilities 

Liabilities of business held for sale 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

   $ 

—      $ 

—        

—        

—        

—        

—        

—        

—      $ 

—      $ 

—        

—        

—      $ 

—      $ 

—        

—        

—        

—        

—      $ 

—      $ 

—        

—      $ 

2   

28   

33   

28   

20   

1   

1   

113   

9   

7   

4   

20   

13   

5   

30   

2   

4   

54   

19   

4   

23   

As of December 31, 

2019 

2018 

Depreciation and amortization of long-lived assets of the Business included in discontinued operations ceased on December 1, 2018. 

The following table presents the aggregate carrying amount of major assets and liabilities of Kodak (China) Graphic Communication Co. Ltd: 

98 

99 

Current assets held for sale as of December 31, 2019 in the Consolidated Statement of Financial Position included $2 million of assets under 

contract for sale not associated with either the FPD or HuaGuang transactions. 

 
 
 
 
  
  
  
  
    
  
       
         
    
     
     
     
     
     
     
     
 
 
 
  
  
  
  
    
  
     
     
 
 
 
 
 
 
  
    
  
     
           
  
     
     
     
     
     
     
  
       
         
  
     
           
  
     
     
 
 
 
 
 
  
  
  
  
    
  
     
           
  
     
     
     
     
  
       
         
  
     
           
  
     
 
Simultaneously with entering into the SAPA, the Company and the Purchaser entered into an Earn-out Agreement, pursuant to which the Company 

NOTE 30: ASSETS HELD FOR SALE 

will be entitled to an aggregate of up to $35 million in additional cash consideration if FPD achieves agreed EBITDA targets for 2018 ($10 million 

earn-out), 2019 ($10 million earn-out) and 2020 ($15 million earn-out).  The EBITDA target for 2018 was not achieved.  The FPD 2019 results are 

not yet available. 

On April 16, 2019 the Purchaser paid Kodak $15 million as a prepayment for services and products to be provided by Kodak to the Purchaser.  The 

Purchaser has the option to satisfy its payment obligations to Kodak through a reduction of the prepayment balance or in cash.  As of December 31, 

2019, the remaining prepayment balance was $3 million. 

The results of operations of FPD are classified as discontinued operations in the Consolidated Statement of Operations for all periods presented.  

Direct operating expenses of the discontinued operations are included in the results of discontinued operations.  Indirect expenses that were 

historically allocated to the discontinued operations have been included in the results of continuing operations.  Prior period results have been 

reclassified to conform to the current period presentation. 

The results of operations of the Business are presented below: 

(in millions) 

Revenues 

Cost of sales 

Selling, general and administrative expenses 

Research and development expenses 

Interest expense 

Gain on divestiture 

Earnings from continuing operations before income taxes 

Provision for income taxes 

Earnings (loss) from discontinued operations 

(in millions) 

Depreciation 

Amortization 

Capital expenditures 

Year Ended December 31, 

2019 

2018 

   $ 

44      $ 

148   

28        

10        

2        

7        

(214 )      

211        

4        

207      $ 

   $ 

   $ 

Year Ended December 31, 

2019 

2018 

—      $ 

—        

—        

90   

21   

8   

27   

—   

2   

9   

(7 ) 

2   

1   

7   

Interest was allocated to discontinued operations based on an estimated debt paydown of the Term Credit Agreement.   

The following table presents cash flow information associated with the Business: 

Assets held for sale at December 31, 2018 include the assets and liabilities of the FPD business and the assets and liabilities of Kodak (China) 
Graphics Communication Co. Ltd., including the offset printing plates facility in Xiamen, China. 

The following table presents the aggregate carrying amount of major assets and liabilities of FPD:

(in millions) 
ASSETS 
Cash and cash equivalents 
Trade receivables, net 
Inventories, net 
Property, plant and equipment, net 
Goodwill 
Intangible assets 
Other assets 

Assets of business held for sale 

LIABILITIES 
Accounts payable, trade 
Other current liabilities 
Pension and other postretirement liabilities 
Liabilities of business held for sale 

2019 

2018 

—      $ 
—        
—        
—        
—        
—        
—        
—      $ 

—      $ 
—        
—        
—      $ 

2   
28   
33   
28   
20   
1   
1   
113   

9   
7   
4   
20   

   $ 

   $ 

   $ 

   $ 

A dedicated entity of FPD had intercompany receivables with Kodak of approximately $5 million as of December 31, 2018 that were part of the 
transaction but are not reflected in the table above as these amounts have been eliminated in deriving the consolidated financial statements 

On August 3, 2019 Kodak reached an agreement with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) to establish a strategic relationship in the 
People’s Republic of China.  The relationship is comprised of an agreement for Kodak to sell its shares of the Kodak (China) Graphic 
Communication Co. Ltd. entity which includes the offset printing plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang, a 
supply agreement from HuaGuang to Kodak and a license agreement under which Kodak licenses its plates technology to HuaGuang to sell into the 
plates market in China.  The relationship was established at a closing on September 1, 2019 for net cash consideration at closing, in addition to the 
assumption by HuaGuang of certain liabilities, of $30 million and promissory notes of $8 million representing the outstanding amount of net 
intercompany receivables owed by Kodak to the Kodak (China) Graphic Communication Co. Ltd at the time of closing.  The promissory notes were 
repaid in full in November 2019.  

The relationship with HuaGuang includes a license agreement under which Kodak licenses its plates technology to HuaGuang.  Therefore, $13 
million of the $30 million of consideration received was recognized as licensing revenue in the Print Systems segment in the three months ended 
September 30, 2019.  Proceeds were allocated between the sale of the business and the intellectual property license based on their relative fair 
values. 

Depreciation and amortization of long-lived assets of the Business included in discontinued operations ceased on December 1, 2018. 

The following table presents the aggregate carrying amount of major assets and liabilities of Kodak (China) Graphic Communication Co. Ltd: 

(in millions) 
ASSETS 
Cash and cash equivalents 
Inventories, net 
Property, plant and equipment, net 
Intangible assets 
Other assets 

Assets of business held for sale 

LIABILITIES 
Accounts payable, trade 
Other current liabilities 

Liabilities of business held for sale 

As of December 31, 

2019 

2018 

   $ 

   $ 

   $ 

   $ 

—      $ 
—        
—        
—        
—        
—      $ 

—      $ 
—        
—      $ 

13   
5   
30   
2   
4   
54   

19   
4   
23   

98 

99 

Current assets held for sale as of December 31, 2019 in the Consolidated Statement of Financial Position included $2 million of assets under 
contract for sale not associated with either the FPD or HuaGuang transactions. 

 
 
 
 
  
  
  
  
    
  
       
         
    
     
     
     
     
     
     
     
 
 
 
  
  
  
  
    
  
     
     
 
 
 
 
 
 
  
    
  
     
           
  
     
     
     
     
     
     
  
       
         
  
     
           
  
     
     
 
 
 
 
 
  
  
  
  
    
  
     
           
  
     
     
     
     
  
       
         
  
     
           
  
     
 
ITEM 9. 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 

PART III 

None. 

ITEM 9A. CONTROLS AND PROCEDURES 

Evaluation of Disclosure Controls and Procedures 
Kodak maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Kodak’s reports filed or 
submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the 
SEC’s rules and forms, and that such information is accumulated and communicated to management, including Kodak’s Executive Chairman and 
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Kodak’s management, with participation of Kodak’s 
Executive Chairman and Chief Financial Officer, has evaluated the effectiveness of Kodak’s disclosure controls and procedures as of the end of the 
fiscal year covered by this Annual Report on Form 10-K.  Kodak’s Executive Chairman and Chief Financial Officer have concluded that, as of the end 
of the period covered by this Annual Report on Form 10-K, Kodak’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) 
under the Exchange Act) were effective. 

Management’s Report on Internal Control Over Financial Reporting 
The management of Kodak is responsible for establishing and maintaining adequate internal control over financial reporting.  Kodak’s internal control 
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial 
statements for external purposes in accordance with generally accepted accounting principles in the United States of America.  Kodak’s internal 
control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of the assets of Kodak; (ii) provide reasonable assurance that transactions are recorded 
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of 
America, and that receipts and expenditures of Kodak are being made only in accordance with authorizations of management and directors of 
Kodak; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Kodak’s 
assets that could have a material effect on the financial statements. 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent 
limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment 
or breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper 
management override. 

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over 
financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into 
the process safeguards to reduce, though not eliminate, this risk.  Because of its inherent limitations, internal control over financial reporting may not 
prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may 
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

Management assessed the effectiveness of Kodak’s internal control over financial reporting as of December 31, 2019.  In making this assessment, 
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in "Internal Control-
Integrated Framework” (2013).  Based on management’s assessment using the COSO criteria, management has concluded that Kodak's internal 
control over financial reporting was effective as of December 31, 2019.   

Changes in Internal Control over Financial Reporting 
There was no change identified in Kodak’s internal control over financial reporting that occurred during Kodak’s fourth fiscal quarter that has 
materially affected, or is reasonably likely to materially affect, Kodak’s internal control over financial reporting. 

ITEM 9B.  OTHER INFORMATION  

Not applicable. 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 

The information required by Item 10 regarding directors is incorporated by reference from the information under the caption "Board of Directors and 

Corporate Governance - Director Nominees" in the Company's Notice of 2020 Annual Meeting and Proxy Statement (the “Proxy Statement”), which will 

be filed within 120 days after December 31, 2019.  The information required by Item 10 regarding audit committee composition and audit committee 

financial expert disclosure is incorporated by reference from the information under the caption "Board of Directors and Corporate Governance - 

Committees of the Board - Audit and Finance Committee" in the Proxy Statement.  The information required by Item 10 regarding executive officers is 

contained in Part I under the caption "Information About Its Executive Officers".  The information required by Item 10 regarding compliance with Section 

16(a) of the Securities Exchange Act of 1934 is incorporated by reference, if necessary, from the information under the caption "Security Ownership of 

Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports" in the Proxy Statement. 

We have adopted a Business Conduct Guide that applies to all of our officers and employees, including our principal executive, principal financial 

and principal accounting officers, or persons performing similar functions, as well as a Directors’ Code of Conduct that applies to our directors.  Our 

Business Conduct Guide and Directors’ Code of Conduct are posted on our website located at http://investor.kodak.com/corporate-

governance/supporting-documents.  We intend to disclose future amendments to certain provisions of the Business Conduct Guide and waivers of 

the Business Conduct Guide granted to executive officers, on the website within four business days following the date of the amendment or waiver. 

ITEM 11. EXECUTIVE COMPENSATION 

The information required by Item 11 is incorporated herein by reference from the information under the following captions in the Proxy Statement: 

"Executive Compensation”, “Director Compensation” and “Board of Directors and Corporate Governance – Executive Compensation Committee 

Interlocks and Insider Participation.” 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 

The information required by Item 12 is incorporated by reference from the information under the captions "Security Ownership of Certain Beneficial 

Owners and Management" in the Proxy Statement.  "Securities Authorized for Issuance Under Equity Compensation Plans" is shown below: 

EQUITY COMPENSATION PLAN INFORMATION 

As of December 31, 2019, information about the Company’s equity compensation plans is as follows: 

Outstanding Options 

Exercise Price of 

Number of Securities 

to be Issued Upon 

Exercise of 

and Restricted 

Stock Units 

(a) 

Weighted- 

Average 

Outstanding 

Options 

(b) 

Number of Securities 

Remaining Available for 

Future Issuance Under Equity 

Compensation Plans 

(Excluding Securities 

Reflected in Column (a)) 

(c) 

Plan Category 

Equity compensation plans not approved by security holders (1) 

7,564,880     $ 

10.96       

—   

(1) 

The Company's equity compensation plan not approved by security holders is the 2013 Omnibus Incentive Plan which was approved by the 

Bankruptcy Court pursuant to the Plan of Reorganization, the material terms of which were summarized in the Company’s Current Report on 

Form 8-K filed on September 10, 2013, and a copy of which was filed with the Quarterly Report on Form 10-Q for the period ending 

September 30, 2013 and is incorporated herein by reference. 

ITEM 13. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

The information required by Item 13 is incorporated by reference from the information under the captions "Certain Relationships and Related 

Transactions" and "Board of Directors and Corporate Governance - Director and Nominee Independence" in the Proxy Statement. 

ITEM 14. 

PRINCIPAL ACCOUNTING FEES AND SERVICES 

The information required by Item 14 is incorporated by reference from the information under the caption “Principal Accounting Fees and Services” in 

the Proxy Statement. 

100 

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ITEM 9. 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 

PART III 

None. 

ITEM 9A. CONTROLS AND PROCEDURES 

Evaluation of Disclosure Controls and Procedures 

Kodak maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Kodak’s reports filed or 

submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the 

SEC’s rules and forms, and that such information is accumulated and communicated to management, including Kodak’s Executive Chairman and 

Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Kodak’s management, with participation of Kodak’s 

Executive Chairman and Chief Financial Officer, has evaluated the effectiveness of Kodak’s disclosure controls and procedures as of the end of the 

fiscal year covered by this Annual Report on Form 10-K.  Kodak’s Executive Chairman and Chief Financial Officer have concluded that, as of the end 

of the period covered by this Annual Report on Form 10-K, Kodak’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) 

under the Exchange Act) were effective. 

Management’s Report on Internal Control Over Financial Reporting 

The management of Kodak is responsible for establishing and maintaining adequate internal control over financial reporting.  Kodak’s internal control 

over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial 

statements for external purposes in accordance with generally accepted accounting principles in the United States of America.  Kodak’s internal 

control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, 

accurately and fairly reflect the transactions and dispositions of the assets of Kodak; (ii) provide reasonable assurance that transactions are recorded 

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of 

America, and that receipts and expenditures of Kodak are being made only in accordance with authorizations of management and directors of 

Kodak; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Kodak’s 

assets that could have a material effect on the financial statements. 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent 

limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment 

or breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper 

management override. 

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over 

financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into 

the process safeguards to reduce, though not eliminate, this risk.  Because of its inherent limitations, internal control over financial reporting may not 

prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may 

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

Management assessed the effectiveness of Kodak’s internal control over financial reporting as of December 31, 2019.  In making this assessment, 

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in "Internal Control-

Integrated Framework” (2013).  Based on management’s assessment using the COSO criteria, management has concluded that Kodak's internal 

control over financial reporting was effective as of December 31, 2019.   

Changes in Internal Control over Financial Reporting 

There was no change identified in Kodak’s internal control over financial reporting that occurred during Kodak’s fourth fiscal quarter that has 

materially affected, or is reasonably likely to materially affect, Kodak’s internal control over financial reporting. 

ITEM 9B.  OTHER INFORMATION  

Not applicable. 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 

The information required by Item 10 regarding directors is incorporated by reference from the information under the caption "Board of Directors and 
Corporate Governance - Director Nominees" in the Company's Notice of 2020 Annual Meeting and Proxy Statement (the “Proxy Statement”), which will 
be filed within 120 days after December 31, 2019.  The information required by Item 10 regarding audit committee composition and audit committee 
financial expert disclosure is incorporated by reference from the information under the caption "Board of Directors and Corporate Governance - 
Committees of the Board - Audit and Finance Committee" in the Proxy Statement.  The information required by Item 10 regarding executive officers is 
contained in Part I under the caption "Information About Its Executive Officers".  The information required by Item 10 regarding compliance with Section 
16(a) of the Securities Exchange Act of 1934 is incorporated by reference, if necessary, from the information under the caption "Security Ownership of 
Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports" in the Proxy Statement. 

We have adopted a Business Conduct Guide that applies to all of our officers and employees, including our principal executive, principal financial 
and principal accounting officers, or persons performing similar functions, as well as a Directors’ Code of Conduct that applies to our directors.  Our 
Business Conduct Guide and Directors’ Code of Conduct are posted on our website located at http://investor.kodak.com/corporate-
governance/supporting-documents.  We intend to disclose future amendments to certain provisions of the Business Conduct Guide and waivers of 
the Business Conduct Guide granted to executive officers, on the website within four business days following the date of the amendment or waiver. 

ITEM 11. EXECUTIVE COMPENSATION 

The information required by Item 11 is incorporated herein by reference from the information under the following captions in the Proxy Statement: 
"Executive Compensation”, “Director Compensation” and “Board of Directors and Corporate Governance – Executive Compensation Committee 
Interlocks and Insider Participation.” 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 

The information required by Item 12 is incorporated by reference from the information under the captions "Security Ownership of Certain Beneficial 
Owners and Management" in the Proxy Statement.  "Securities Authorized for Issuance Under Equity Compensation Plans" is shown below: 

EQUITY COMPENSATION PLAN INFORMATION 

As of December 31, 2019, information about the Company’s equity compensation plans is as follows: 

Plan Category 

Equity compensation plans not approved by security holders (1) 

Number of Securities 
to be Issued Upon 
Exercise of 
Outstanding Options 
and Restricted 
Stock Units 
(a) 
7,564,880     $ 

Weighted- 
Average 
Exercise Price of 
Outstanding 
Options 
(b) 

Number of Securities 
Remaining Available for 
Future Issuance Under Equity 
Compensation Plans 
(Excluding Securities 
Reflected in Column (a)) 
(c) 

10.96       

—   

(1) 

The Company's equity compensation plan not approved by security holders is the 2013 Omnibus Incentive Plan which was approved by the 
Bankruptcy Court pursuant to the Plan of Reorganization, the material terms of which were summarized in the Company’s Current Report on 
Form 8-K filed on September 10, 2013, and a copy of which was filed with the Quarterly Report on Form 10-Q for the period ending 
September 30, 2013 and is incorporated herein by reference. 

ITEM 13. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

The information required by Item 13 is incorporated by reference from the information under the captions "Certain Relationships and Related 
Transactions" and "Board of Directors and Corporate Governance - Director and Nominee Independence" in the Proxy Statement. 

ITEM 14. 

PRINCIPAL ACCOUNTING FEES AND SERVICES 

The information required by Item 14 is incorporated by reference from the information under the caption “Principal Accounting Fees and Services” in 
the Proxy Statement. 

100 

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ITEM 15.  FINANCIAL STATEMENT SCHEDULES, EXHIBITS 

1.

Valuation and qualifying accounts 

PART IV 

Schedule II 

(2.1) 

  Stock and Asset Purchase Agreement, dated as of November 11, 2018, by and between Eastman Kodak Company and MIR 

Bidco SA. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed November 13, 

(in millions) 
Year ended December 31, 2019 
Reserve for doubtful accounts 
Deferred tax valuation allowance 

Year ended December 31, 2018 
Reserve for doubtful accounts 
Deferred tax valuation allowance 

Eastman Kodak Company 
Valuation and Qualifying Accounts 

Beginning 
Balance 

Additions 

   Net Deductions    
and Other 

Ending 
Balance 

   $ 
   $ 

   $ 
   $ 

9        
853        

9        
856        

3        
64        

4        
74        

4      $ 
96      $ 

4      $ 
77      $ 

8   
821   

9   
853   

All other schedules have been omitted because they are not applicable, or the information required is shown in the financial statements or notes 
thereto. 

Eastman Kodak Company 

Index to Exhibits 

Exhibit 

Number 

2018). 

April 9, 2019). 

(2.2) 

First Amendment to Stock and Asset Purchase Agreement, dated as of March 29, 2019, by and between Eastman Kodak 

Company and MIR Bidco SA (Incorporated by reference to Exhibit (2.3) of the Company’s Current Report on Form 8-K as filed 

(2.3) 

  Earn-Out Agreement, dated as of November 11, 2018, by and between Eastman Kodak Company and MIR Bidco SA. 

(Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K as filed November 13, 2018). 

(3.1) 

  Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit 

4.1 of the Company’s Registration Statement on Form S-8 as filed on September 3, 2013).  

(3.2) 

  Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company. 

(Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed November 16, 2016).  

(3.3) 

  Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company 

(Incorporated by reference to Exhibit (3.1) of the Company’s Current Report on Form 8-K as filed September 12, 2019). 

(3.4) 

  Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company 

(Incorporated by reference to Exhibit (3.2) of the Company’s Current Report on Form 8-K as filed September 12, 2019). 

(3.5) 

Fourth Amended and Restated By-Laws of Eastman Kodak Company. (Incorporated by reference to Exhibit 3.1 of the 

Company’s Current Report on Form8-K as filed on May 25, 2017).  

(4.1) 

  Registration Rights Agreement between Eastman Kodak Company and certain stockholders listed on Schedule 1 thereto, 

dated September 3, 2013. (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A as 

filed on September 3, 2013).  

(4.2)  

  Registration Rights Agreement by and among Eastman Kodak Company, Southeastern Asset Management, Inc., Longleaf 

Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, dated November 15, 2016. 

(Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed November 16, 2016).  

(4.3) 

  Shareholder Agreement, dated as of April 17, 2017, by and among Eastman Kodak Company, Longleaf Partners Small-Cap 

Fund, C2W Partners Master Fund Limited, Deseret Mutual Pension Trust and Southeastern Asset Management, Inc. 

(Incorporated by reference to Exhibit 4.6 of the Company’s Amendment No. 2 to Registration Statement on Form S-3 as filed 

(4.4) 

  Amendment No. 1 to Shareholder Agreement, dated as of May 20, 2019 by and among Eastman Kodak Company, 

Southeastern Asset Management, Inc., Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret 

Mutual Pension Trust  (Incorporated by reference to Exhibit (10.2) of the Company’s Current Report on Form 8-K as filed May 

Form of Secured Convertible Note (Incorporated by reference to Exhibit (4.1) of the Company’s Current Report on Form 8-K as 

Form Amendment, dated September 12, 2019, to Form of Secured Convertible Note (Incorporated by reference to Exhibit 4.1 

of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 as filed on November 7, 

(4.7) 

  Guarantee and Collateral Agreement, dated as of May 24, 2019, from grantors as referred to therein as Grantors to Wilmington 

Trust, National Association, as collateral agent, and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited 

and Deseret Mutual Pension Trust (Incorporated by reference to Exhibit (4.2) of the Company’s Current Report on Form 8-K as 

on May 5, 2017).  

21, 2019). 

filed May 24, 2019). 

2019). 

(4.5) 

(4.6) 

102 

103 

 
 
 
 
 
  
  
  
    
  
  
  
  
  
  
  
  
  
  
  
  
     
  
       
  
       
  
       
  
  
  
       
         
         
         
  
     
  
       
  
       
  
       
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 15.  FINANCIAL STATEMENT SCHEDULES, EXHIBITS 

1.

Valuation and qualifying accounts 

PART IV 

Eastman Kodak Company 

Valuation and Qualifying Accounts 

Schedule II 

Beginning 

Balance 

   Net Deductions    

Additions 

and Other 

Ending 

Balance 

   $ 

   $ 

   $ 

   $ 

9        

853        

9        

856        

3        

64        

4        

74        

4      $ 

96      $ 

4      $ 

77      $ 

8   

821   

9   

853   

(in millions) 

Year ended December 31, 2019 

Reserve for doubtful accounts 

Deferred tax valuation allowance 

Year ended December 31, 2018 

Reserve for doubtful accounts 

Deferred tax valuation allowance 

thereto. 

All other schedules have been omitted because they are not applicable, or the information required is shown in the financial statements or notes 

Eastman Kodak Company 
Index to Exhibits 

Exhibit 
Number 

(2.1) 

(2.2) 

(2.3) 

  Stock and Asset Purchase Agreement, dated as of November 11, 2018, by and between Eastman Kodak Company and MIR 
Bidco SA. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed November 13, 
2018). 

First Amendment to Stock and Asset Purchase Agreement, dated as of March 29, 2019, by and between Eastman Kodak 
Company and MIR Bidco SA (Incorporated by reference to Exhibit (2.3) of the Company’s Current Report on Form 8-K as filed 
April 9, 2019). 

  Earn-Out Agreement, dated as of November 11, 2018, by and between Eastman Kodak Company and MIR Bidco SA. 
(Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K as filed November 13, 2018). 

(3.1) 

  Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit 

4.1 of the Company’s Registration Statement on Form S-8 as filed on September 3, 2013).  

(3.2) 

(3.3) 

(3.4) 

(3.5) 

  Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company. 
(Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed November 16, 2016).  

  Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company 
(Incorporated by reference to Exhibit (3.1) of the Company’s Current Report on Form 8-K as filed September 12, 2019). 

  Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company 
(Incorporated by reference to Exhibit (3.2) of the Company’s Current Report on Form 8-K as filed September 12, 2019). 

Fourth Amended and Restated By-Laws of Eastman Kodak Company. (Incorporated by reference to Exhibit 3.1 of the 
Company’s Current Report on Form8-K as filed on May 25, 2017).  

(4.1) 

  Registration Rights Agreement between Eastman Kodak Company and certain stockholders listed on Schedule 1 thereto, 

dated September 3, 2013. (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A as 
filed on September 3, 2013).  

(4.2)  

  Registration Rights Agreement by and among Eastman Kodak Company, Southeastern Asset Management, Inc., Longleaf 

Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, dated November 15, 2016. 
(Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed November 16, 2016).  

(4.3) 

  Shareholder Agreement, dated as of April 17, 2017, by and among Eastman Kodak Company, Longleaf Partners Small-Cap 

Fund, C2W Partners Master Fund Limited, Deseret Mutual Pension Trust and Southeastern Asset Management, Inc. 
(Incorporated by reference to Exhibit 4.6 of the Company’s Amendment No. 2 to Registration Statement on Form S-3 as filed 
on May 5, 2017).  

(4.4) 

  Amendment No. 1 to Shareholder Agreement, dated as of May 20, 2019 by and among Eastman Kodak Company, 

Southeastern Asset Management, Inc., Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret 
Mutual Pension Trust  (Incorporated by reference to Exhibit (10.2) of the Company’s Current Report on Form 8-K as filed May 
21, 2019). 

(4.5) 

(4.6) 

(4.7) 

Form of Secured Convertible Note (Incorporated by reference to Exhibit (4.1) of the Company’s Current Report on Form 8-K as 
filed May 24, 2019). 

Form Amendment, dated September 12, 2019, to Form of Secured Convertible Note (Incorporated by reference to Exhibit 4.1 
of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 as filed on November 7, 
2019). 

  Guarantee and Collateral Agreement, dated as of May 24, 2019, from grantors as referred to therein as Grantors to Wilmington 
Trust, National Association, as collateral agent, and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited 
and Deseret Mutual Pension Trust (Incorporated by reference to Exhibit (4.2) of the Company’s Current Report on Form 8-K as 

102 

103 

 
 
 
 
 
  
  
  
    
  
  
  
  
  
  
  
  
  
  
  
  
     
  
       
  
       
  
       
  
  
  
       
         
         
         
  
     
  
       
  
       
  
       
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
filed May 24, 2019). 

(4.8) 

  Registration Rights Agreement, dated as of May 24, 2019, by and among Eastman Kodak Company, Longleaf Partners 

SmallCap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust (Incorporated by reference to Exhibit 
(4.3) of the Company’s Current Report on Form 8-K as filed May 24, 2019). 

(4.9) 

Tax Asset Protection Plan, dated as of September  12, 2019, between Eastman Kodak Company and Computershare Trust 
Company, N.A., as Rights Agent, which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as 
Exhibit B the form of Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the 
Company with respect to the Participating Preferred Stock of the Company  (Incorporated by reference to Exhibit (4.1) of the 
Company’s Current Report on Form 8-K as filed September 12, 2019). 

(4.10) 

  Description of Securities, filed herewith. 

*(10.1) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 4.4 of the Company’s 

Registration Statement on Form S-8 as filed on September 3, 2013).  

*(10.2) 

First Amendment to the Eastman Kodak Company 2013 Omnibus Incentive Plan.  (Incorporated by reference to Exhibit 99.1 of 
the Company’s Current Report on Form 8-K as filed May 24, 2018). 

*(10.3) 

  Second Amendment to the Eastman Kodak Company 2013 Omnibus Incentive Plan, (Incorporated by reference to Exhibit 10.3 

of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed on April 1, 2019).  

*(10.4) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit Award Agreement. 

(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 
September 30, 2013 as filed on November 12, 2013).  

*(10.5) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Nonqualified Stock Option Agreement. (Incorporated by 

reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 as 
filed on May 7, 2015).  

*(10.6) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit and Nonqualified Stock 
Option Award Agreement (with Modified Accelerated Vesting).(Incorporated by reference to Exhibit 10.5 of the Company’s 
Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed on March 7, 2017).  

*(10.7) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit and Nonqualified Stock 

Option Award Agreement (with Continued Vesting). (Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report 
on Form 10-K for the fiscal year ended December 31, 2016 as filed on March 7, 2017).  

*(10.8) 

*(10.9) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit and Nonqualified Stock 
Option Award Agreement (with Forfeiture upon Termination). (Incorporated by reference to Exhibit 10.2 of the Company’s 
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 as filed on August 9, 2017).  

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Award Agreement for 2018 Performance Incentive Program.  
(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 
June 30, 2018 as filed on August 9, 2018).  

*(10.10) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Director Restricted Stock Unit Award Agreement. 

(Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 
31, 2013 as filed on March 19, 2014).  

*(10.11) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Director Restricted Stock Unit Award Agreement (One Year 

Vesting). (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period 

ended June 30, 2017 as filed on August 9, 2017).  

*(10.12) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Quarterly Director Restricted Stock Unit Award Agreement 

(Immediate Vesting), filed herewith (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q 

for the quarterly period ended September 30, 2019 as filed on November 7, 2019). 

*(10.13) 

  Eastman Kodak Company Deferred Compensation Plan for Directors dated December 26, 2013. (Incorporated by reference to 

Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed on March 

19, 2014).  

*(10.14) 

  Eastman Kodak Company Officer Severance Policy, effective as of November 10, 2015. (Incorporated by reference to Exhibit 

10.25 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed on March 15, 2016).  

*(10.15) 

  Eastman Kodak Company Executive Compensation for Excellence and Leadership (as amended and restated January 1, 

2014). (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period 

ended March 31, 2014 as filed on May 6, 2014).  

*(10.16) 

  Eastman Kodak Company Administrative Guide for the 2018 Performance Period under the Executive Compensation for 

Excellence and Leadership Plan. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q 

for the quarterly period ended March 31, 2018 as filed on May 10, 2018).  

*(10.17) 

  Eastman Kodak Company Administrative Guide for Supplemental Awards for the 2018 Performance Period under the 

Executive Compensation for Excellence and Leadership Plan.   (Incorporated by reference to Exhibit 10.1 of the Company’s 

Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 as filed on August 9, 2018). 

*(10.18) 

  Employment Agreement between Eastman Kodak Company and Jeffrey J. Clarke, dated March 10, 2014. (Incorporated by 

reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 as 

filed on May 6, 2014).  

*(10.19) 

  Amendment to Employment Agreement between Eastman Kodak Company and Jeffrey J. Clarke, dated March 14, 2016. 

(Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 

March 31, 2016 as filed on May 5, 2016).  

*(10.20) 

  Amended and Restated Employment Agreement between Eastman Kodak Company and Jeffrey J. Clarke, effective as of 

March 12, 2017. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly 

period ended March 31, 2017 as filed on May 9, 2017).  

*(10.21) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Award Agreement for Jeffrey J. Clarke, dated March 12, 2014. 

(Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 

31, 2016 as filed on March 7, 2017).  

*(10.22) 

  Separation Agreement and Release between Eastman Kodak Company and Jeffrey J. Clarke dated February 20, 2019 

(Incorporated by reference to Exhibit (10.22) of the Company’s Annual Report on Form 10-K for the fiscal year ended 

December 31, 2018 as filed on April 1, 2019). 

*(10.23) 

  Executive Chairman Agreement between Eastman Kodak Company and James V. Continenza, dated February 20, 2019 

(Incorporated by reference to Exhibit (10.23) of the Company’s Annual Report on Form 10-K for the fiscal year ended 

December 31, 2018 as filed on April 1, 2019). 

*(10.24) 

James V. Continenza Consolidated Award Agreements, Tranches 1-4, dated February 20, 2019 (Incorporated by reference to 

Exhibit (10.24) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed on April 1, 

*(10.25) 

  Employment Agreement between Eastman Kodak Company and Eric Mahe, dated April 23, 2014. (Incorporated by reference 

to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 as filed on 

2019). 

August 9, 2018). 

104 

105 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
filed May 24, 2019). 

(4.8) 

  Registration Rights Agreement, dated as of May 24, 2019, by and among Eastman Kodak Company, Longleaf Partners 

SmallCap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust (Incorporated by reference to Exhibit 

(4.3) of the Company’s Current Report on Form 8-K as filed May 24, 2019). 

(4.9) 

Tax Asset Protection Plan, dated as of September  12, 2019, between Eastman Kodak Company and Computershare Trust 

Company, N.A., as Rights Agent, which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as 

Exhibit B the form of Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the 

Company with respect to the Participating Preferred Stock of the Company  (Incorporated by reference to Exhibit (4.1) of the 

Company’s Current Report on Form 8-K as filed September 12, 2019). 

(4.10) 

  Description of Securities, filed herewith. 

*(10.1) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 4.4 of the Company’s 

Registration Statement on Form S-8 as filed on September 3, 2013).  

*(10.2) 

First Amendment to the Eastman Kodak Company 2013 Omnibus Incentive Plan.  (Incorporated by reference to Exhibit 99.1 of 

the Company’s Current Report on Form 8-K as filed May 24, 2018). 

*(10.3) 

  Second Amendment to the Eastman Kodak Company 2013 Omnibus Incentive Plan, (Incorporated by reference to Exhibit 10.3 

of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed on April 1, 2019).  

*(10.4) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit Award Agreement. 

(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 

September 30, 2013 as filed on November 12, 2013).  

*(10.5) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Nonqualified Stock Option Agreement. (Incorporated by 

reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 as 

filed on May 7, 2015).  

*(10.6) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit and Nonqualified Stock 

Option Award Agreement (with Modified Accelerated Vesting).(Incorporated by reference to Exhibit 10.5 of the Company’s 

Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed on March 7, 2017).  

*(10.7) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit and Nonqualified Stock 

Option Award Agreement (with Continued Vesting). (Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report 

on Form 10-K for the fiscal year ended December 31, 2016 as filed on March 7, 2017).  

*(10.8) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Executive Restricted Stock Unit and Nonqualified Stock 

Option Award Agreement (with Forfeiture upon Termination). (Incorporated by reference to Exhibit 10.2 of the Company’s 

Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 as filed on August 9, 2017).  

*(10.9) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Award Agreement for 2018 Performance Incentive Program.  

(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 

June 30, 2018 as filed on August 9, 2018).  

*(10.10) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Director Restricted Stock Unit Award Agreement. 

(Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 

31, 2013 as filed on March 19, 2014).  

*(10.11) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Director Restricted Stock Unit Award Agreement (One Year 
Vesting). (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period 
ended June 30, 2017 as filed on August 9, 2017).  

*(10.12) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Quarterly Director Restricted Stock Unit Award Agreement 

(Immediate Vesting), filed herewith (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q 
for the quarterly period ended September 30, 2019 as filed on November 7, 2019). 

*(10.13) 

  Eastman Kodak Company Deferred Compensation Plan for Directors dated December 26, 2013. (Incorporated by reference to 
Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed on March 
19, 2014).  

*(10.14) 

  Eastman Kodak Company Officer Severance Policy, effective as of November 10, 2015. (Incorporated by reference to Exhibit 

10.25 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed on March 15, 2016).  

*(10.15) 

  Eastman Kodak Company Executive Compensation for Excellence and Leadership (as amended and restated January 1, 
2014). (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period 
ended March 31, 2014 as filed on May 6, 2014).  

*(10.16) 

  Eastman Kodak Company Administrative Guide for the 2018 Performance Period under the Executive Compensation for 

Excellence and Leadership Plan. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q 
for the quarterly period ended March 31, 2018 as filed on May 10, 2018).  

*(10.17) 

  Eastman Kodak Company Administrative Guide for Supplemental Awards for the 2018 Performance Period under the 

Executive Compensation for Excellence and Leadership Plan.   (Incorporated by reference to Exhibit 10.1 of the Company’s 
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 as filed on August 9, 2018). 

*(10.18) 

  Employment Agreement between Eastman Kodak Company and Jeffrey J. Clarke, dated March 10, 2014. (Incorporated by 

reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 as 
filed on May 6, 2014).  

*(10.19) 

  Amendment to Employment Agreement between Eastman Kodak Company and Jeffrey J. Clarke, dated March 14, 2016. 
(Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 
March 31, 2016 as filed on May 5, 2016).  

*(10.20) 

  Amended and Restated Employment Agreement between Eastman Kodak Company and Jeffrey J. Clarke, effective as of 

March 12, 2017. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly 
period ended March 31, 2017 as filed on May 9, 2017).  

*(10.21) 

  Eastman Kodak Company 2013 Omnibus Incentive Plan Award Agreement for Jeffrey J. Clarke, dated March 12, 2014. 

(Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 
31, 2016 as filed on March 7, 2017).  

*(10.22) 

*(10.23) 

*(10.24) 

*(10.25) 

  Separation Agreement and Release between Eastman Kodak Company and Jeffrey J. Clarke dated February 20, 2019 
(Incorporated by reference to Exhibit (10.22) of the Company’s Annual Report on Form 10-K for the fiscal year ended 
December 31, 2018 as filed on April 1, 2019). 

  Executive Chairman Agreement between Eastman Kodak Company and James V. Continenza, dated February 20, 2019 
(Incorporated by reference to Exhibit (10.23) of the Company’s Annual Report on Form 10-K for the fiscal year ended 
December 31, 2018 as filed on April 1, 2019). 

James V. Continenza Consolidated Award Agreements, Tranches 1-4, dated February 20, 2019 (Incorporated by reference to 
Exhibit (10.24) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed on April 1, 
2019). 

  Employment Agreement between Eastman Kodak Company and Eric Mahe, dated April 23, 2014. (Incorporated by reference 
to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 as filed on 
August 9, 2018). 

104 

105 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*(10.26) 

  Description of Eric Mahe Travel Stipend.  (Incorporated by reference to the description in Item 5.02 in the Company’s Current 

Report on Form 8-K as filed on October 3, 2018).   

*(10.27) 

  Employment Agreement between Eastman Kodak Company and David E. Bullwinkle, dated June 20, 2016. (Incorporated by 
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 as 
filed on August 9, 2016).  

*(10.28) 

  Description of David E. Bullwinkle Compensation Increase.  (Incorporated by reference to the description in Item 5.02 in the 

Company’s Current Report on Form 8-K as filed on November 30, 2018).   

*(10.29) 

  Description of John O’Grady Compensation Increase.  (Incorporated by reference to the description in Item 5.02 in the 

Company’s Current Report on Form 8-K as filed on April 9, 2018).   

*(10.30) 

*(10.31) 

(10.32) 

  Employment Agreement between Eastman Kodak Company and Sharon Underberg, dated December 17, 2014. (Incorporated 
by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as 
filed on March 15, 2018). 

Letter Agreement Regarding Special Severance Plan dated May 31, 2018 between Eastman Kodak Company and Roger W. 
Byrd, filed herewith. 

Intercreditor Agreement dated September 3, 2013 among Bank of America, N.A. as Representative with respect to the ABL 
Credit Agreement, JPMorgan Chase Bank, N.A. as Representative with respect to the Senior Term Loan Agreement, Barclays 
Bank PLC, as Representative with respect to the Junior Term Loan Agreement, Eastman Kodak Company and the other 
grantors party thereto. (Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the 
quarterly period ended September 30, 2013 as filed on November 12, 2013).  

# (10.33) 

  Senior Secured First Lien Term Credit Agreement dated September 3, 2013 among Eastman Kodak Company, as the 

Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and J.P. Morgan Securities LLC, 
Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners. 
(Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 
September 30, 2013 as filed on November 12, 2013).  

# (10.34) 

  Guarantee and Collateral Agreement dated September 3, 2013 from the grantors referred to therein as Grantors to JPMorgan 
Chase Bank, N.A. as Administrative Agent. (Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on 
Form 10-Q for the quarterly period ended September 30, 2013 as filed on November 12, 2013).  

(10.35) 

  Amendment No. 2 to Amended and Restated Credit Agreement (including attached Second Amended and Restated Credit 

Agreement), dated as of May 24, 2019 by and among Company, the subsidiary Guarantors, the lenders party thereto and Bank 
of America, N.A., as administrative and collateral agent) (Incorporated by reference to Exhibit (10.1) of the Company’s Current 
Report on Form 8-K as filed May 24, 2019). 

# (10.36) 

  Amended and Restated Security Agreement, dated May 26, 2016, from the Grantors referred to therein, as Grantors, to Bank 

of America, N.A., as Agent. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the 
quarterly period ended June 30, 2016 as filed on August 9, 2016).  

(10.37) 

  Series A Preferred Stock Purchase Agreement, dated as of November 7, 2016, by and among Eastman Kodak Company, 

ITEM 16. FORM 10-K SUMMARY  

Southeastern Asset Management, Inc., Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret 
Mutual Pension Trust. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed on 
November 7, 2016).  

(10.38) 

(10.39) 

  Notes Purchase Agreement, dated as of May 20, 2019, by and among Eastman Kodak Company, Longleaf Partners Small-Cap 
Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust (Incorporated by reference to Exhibit (10.1) of the 
Company’s Current Report on Form 8-K as filed May 21, 2019). 

Form of Voting and Support Agreement (Incorporated by reference to Exhibit (10.2) of the Company’s Current Report on Form 
8-K as filed May 24, 2019). 

(10.40) 

  Settlement Agreement between Eastman Kodak Company, Kodak Limited, Kodak International Finance Limited, Kodak 

106 

107 

Polychrome Graphics Finance UK Limited, and the KPP Trustees Limited, as trustee for the Kodak Pension Plan of the United 

Kingdom, dated April 26, 2013. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for 

the quarterly period ended June 30, 2013 as filed on August 7, 2013).  

(10.41) 

  Amended and Restated Stock and Asset Purchase Agreement between Eastman Kodak Company, Qualex, Inc., Kodak (Near 

East), Inc., KPP Trustees Limited, as Trustee for the Kodak Pension Plan of the United Kingdom, and, solely for purposes of 

Section 11.4, KPP Holdco Limited, dated August 30, 2013. (Incorporated by reference to Exhibit 2.3 of the Company’s 

Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 as filed on November 12, 2013).  

(10.42) 

  Amended and Restated Settlement Agreement (Eastman Business Park) between Eastman Kodak Company, the New York 

State Department of Environmental Conservation, and the New York State Urban Development Corporation d/b/a Empire State 

Development, dated August 6, 2013. (Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 

10-Q for the quarterly period ended September 30, 2013 as filed on November 12, 2013). 

  Subsidiaries of Eastman Kodak Company, filed herewith. 

  Consent of Independent Registered Public Accounting Firm, filed herewith. 

  Certification signed by James V. Continenza, filed herewith. 

  Certification signed by David E. Bullwinkle, filed herewith. 

(21) 

(23) 

(31.1) 

(31.2) 

(32.1) 

  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 

signed by James V. Continenza, filed herewith. 

(32.2) 

  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

signed by David E. Bullwinkle, filed herewith. 

(101.CAL) 

  XBRL Taxonomy Extension Calculation Linkbase. 

(101.INS) 

  XBRL Instance Document. 

(101.LAB) 

  XBRL Taxonomy Extension Label Linkbase. 

(101.PRE) 

  XBRL Taxonomy Extension Presentation Linkbase. 

(101.SCH) 

  XBRL Taxonomy Extension Scheme Linkbase. 

(101.DEF) 

  XBRL Taxonomy Extension Definition Linkbase. 

240.24b-2 

None. 

*  Management contract or compensatory plan or arrangement. 

# Eastman Kodak Company was granted confidential treatment for certain information contained in this exhibit.  Such information was filed 

separately with the Securities and Exchange Commission pursuant to an application for confidential treatment under 17 C.F.R. §§ 200.80(b)(4) and 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*(10.26) 

  Description of Eric Mahe Travel Stipend.  (Incorporated by reference to the description in Item 5.02 in the Company’s Current 

Report on Form 8-K as filed on October 3, 2018).   

*(10.27) 

  Employment Agreement between Eastman Kodak Company and David E. Bullwinkle, dated June 20, 2016. (Incorporated by 

reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 as 

(10.41) 

filed on August 9, 2016).  

Polychrome Graphics Finance UK Limited, and the KPP Trustees Limited, as trustee for the Kodak Pension Plan of the United 
Kingdom, dated April 26, 2013. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for 
the quarterly period ended June 30, 2013 as filed on August 7, 2013).  

  Amended and Restated Stock and Asset Purchase Agreement between Eastman Kodak Company, Qualex, Inc., Kodak (Near 
East), Inc., KPP Trustees Limited, as Trustee for the Kodak Pension Plan of the United Kingdom, and, solely for purposes of 
Section 11.4, KPP Holdco Limited, dated August 30, 2013. (Incorporated by reference to Exhibit 2.3 of the Company’s 
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 as filed on November 12, 2013).  

(10.42) 

  Amended and Restated Settlement Agreement (Eastman Business Park) between Eastman Kodak Company, the New York 

State Department of Environmental Conservation, and the New York State Urban Development Corporation d/b/a Empire State 
Development, dated August 6, 2013. (Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 
10-Q for the quarterly period ended September 30, 2013 as filed on November 12, 2013). 

(21) 

(23) 

(31.1) 

(31.2) 

(32.1) 

  Subsidiaries of Eastman Kodak Company, filed herewith. 

  Consent of Independent Registered Public Accounting Firm, filed herewith. 

  Certification signed by James V. Continenza, filed herewith. 

  Certification signed by David E. Bullwinkle, filed herewith. 

  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 

signed by James V. Continenza, filed herewith. 

(32.2) 

  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

signed by David E. Bullwinkle, filed herewith. 

(101.CAL) 

  XBRL Taxonomy Extension Calculation Linkbase. 

(101.INS) 

  XBRL Instance Document. 

(101.LAB) 

  XBRL Taxonomy Extension Label Linkbase. 

(101.PRE) 

  XBRL Taxonomy Extension Presentation Linkbase. 

(101.SCH) 

  XBRL Taxonomy Extension Scheme Linkbase. 

(101.DEF) 

  XBRL Taxonomy Extension Definition Linkbase. 

*  Management contract or compensatory plan or arrangement. 
# Eastman Kodak Company was granted confidential treatment for certain information contained in this exhibit.  Such information was filed 
separately with the Securities and Exchange Commission pursuant to an application for confidential treatment under 17 C.F.R. §§ 200.80(b)(4) and 
240.24b-2 

*(10.28) 

  Description of David E. Bullwinkle Compensation Increase.  (Incorporated by reference to the description in Item 5.02 in the 

Company’s Current Report on Form 8-K as filed on November 30, 2018).   

*(10.29) 

  Description of John O’Grady Compensation Increase.  (Incorporated by reference to the description in Item 5.02 in the 

Company’s Current Report on Form 8-K as filed on April 9, 2018).   

*(10.30) 

  Employment Agreement between Eastman Kodak Company and Sharon Underberg, dated December 17, 2014. (Incorporated 

by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as 

*(10.31) 

Letter Agreement Regarding Special Severance Plan dated May 31, 2018 between Eastman Kodak Company and Roger W. 

filed on March 15, 2018). 

Byrd, filed herewith. 

(10.32) 

Intercreditor Agreement dated September 3, 2013 among Bank of America, N.A. as Representative with respect to the ABL 

Credit Agreement, JPMorgan Chase Bank, N.A. as Representative with respect to the Senior Term Loan Agreement, Barclays 

Bank PLC, as Representative with respect to the Junior Term Loan Agreement, Eastman Kodak Company and the other 

grantors party thereto. (Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the 

quarterly period ended September 30, 2013 as filed on November 12, 2013).  

# (10.33) 

  Senior Secured First Lien Term Credit Agreement dated September 3, 2013 among Eastman Kodak Company, as the 

Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and J.P. Morgan Securities LLC, 

Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners. 

(Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended 

September 30, 2013 as filed on November 12, 2013).  

# (10.34) 

  Guarantee and Collateral Agreement dated September 3, 2013 from the grantors referred to therein as Grantors to JPMorgan 

Chase Bank, N.A. as Administrative Agent. (Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on 

Form 10-Q for the quarterly period ended September 30, 2013 as filed on November 12, 2013).  

(10.35) 

  Amendment No. 2 to Amended and Restated Credit Agreement (including attached Second Amended and Restated Credit 

Agreement), dated as of May 24, 2019 by and among Company, the subsidiary Guarantors, the lenders party thereto and Bank 

of America, N.A., as administrative and collateral agent) (Incorporated by reference to Exhibit (10.1) of the Company’s Current 

Report on Form 8-K as filed May 24, 2019). 

# (10.36) 

  Amended and Restated Security Agreement, dated May 26, 2016, from the Grantors referred to therein, as Grantors, to Bank 

of America, N.A., as Agent. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the 

quarterly period ended June 30, 2016 as filed on August 9, 2016).  

(10.37) 

  Series A Preferred Stock Purchase Agreement, dated as of November 7, 2016, by and among Eastman Kodak Company, 

ITEM 16. FORM 10-K SUMMARY  

Southeastern Asset Management, Inc., Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret 

Mutual Pension Trust. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed on 

None. 

November 7, 2016).  

(10.38) 

  Notes Purchase Agreement, dated as of May 20, 2019, by and among Eastman Kodak Company, Longleaf Partners Small-Cap 

Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust (Incorporated by reference to Exhibit (10.1) of the 

Company’s Current Report on Form 8-K as filed May 21, 2019). 

(10.39) 

Form of Voting and Support Agreement (Incorporated by reference to Exhibit (10.2) of the Company’s Current Report on Form 

8-K as filed May 24, 2019). 

(10.40) 

  Settlement Agreement between Eastman Kodak Company, Kodak Limited, Kodak International Finance Limited, Kodak 

106 

107 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized. 

SIGNATURES 

EASTMAN KODAK COMPANY 
(Registrant) 

By:  /s/ James V. Continenza 
James V. Continenza 
Executive Chairman 
March 17, 2020 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the date indicated. 

  Signature 

By: 

/s/ James V. Continenza 
James V. Continenza 

By: 

/s/ David E. Bullwinkle 

  David E. Bullwinkle 

By: 

/s/ Eric H. Samuels 

  Eric H. Samuels 

By: 

/s/ Richard Todd Bradley 

  Richard Todd Bradley 

By: 

/s/ Jeffrey D. Engelberg 
Jeffrey D. Engelberg 

By: 

/s/ George Karfunkel 

  George Karfunkel 

By: 

/s/ Philippe D. Katz 

  Philippe D. Katz 

By: 

/s/ Jason New 
Jason New 

By: 

/s/ William G. Parrett 

  William G. Parrett 

Date: March 17, 2020 

  Title 

  Executive Chairman 

(Principal Executive Officer) 

  Chief Financial Officer 

(Principal Financial Officer) 

  Chief Accounting Officer and Corporate Controller 

(Principal Accounting Officer) 

  Director 

  Director 

  Director 

  Director 

  Director 

  Director 

NOTICE OF 2020 ANNUAL MEETING 

AND PROXY STATEMENT 

(cid:3)

Date of Notice:   April 9, 2020 

EASTMAN KODAK COMPANY 

343 STATE STREET 

ROCHESTER, NEW YORK 14650 

108 

(cid:3)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EASTMAN KODAK COMPANY 

(Registrant) 

By:  /s/ James V. Continenza 

James V. Continenza 

Executive Chairman 

March 17, 2020 

  Signature 

By: 

/s/ James V. Continenza 

James V. Continenza 

By: 

/s/ David E. Bullwinkle 

  David E. Bullwinkle 

By: 

/s/ Eric H. Samuels 

  Eric H. Samuels 

By: 

/s/ Richard Todd Bradley 

  Richard Todd Bradley 

By: 

/s/ Jeffrey D. Engelberg 

Jeffrey D. Engelberg 

By: 

/s/ George Karfunkel 

  George Karfunkel 

By: 

/s/ Philippe D. Katz 

  Philippe D. Katz 

By: 

/s/ Jason New 

Jason New 

By: 

/s/ William G. Parrett 

  William G. Parrett 

Date: March 17, 2020 

  Title 

  Executive Chairman 

(Principal Executive Officer) 

  Chief Financial Officer 

(Principal Financial Officer) 

  Chief Accounting Officer and Corporate Controller 

(Principal Accounting Officer) 

  Director 

  Director 

  Director 

  Director 

  Director 

  Director 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed 

on its behalf by the undersigned, thereunto duly authorized. 

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the 

registrant and in the capacities and on the date indicated. 

NOTICE OF 2020 ANNUAL MEETING 

AND PROXY STATEMENT 

(cid:3)

Date of Notice:   April 9, 2020 

EASTMAN KODAK COMPANY 
343 STATE STREET 
ROCHESTER, NEW YORK 14650 

108 

(cid:3)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(cid:3)

SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT 
Beneficial Security Ownership of More Than 5%  

of the Company’s Shares .......................................... 39 

Beneficial Security Ownership of Directors 

and Executive Officers .............................................. 41 

CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS 
Interested Transactions ..................................................... 43 

PRINCIPAL ACCOUNTING FEES AND 
SERVICES 
Audit and Non-Audit Fees ................................................. 45 
Policy Regarding Pre-Approval of Services 

Provided by our Independent Accountants ............... 45 

PROPOSAL 5 
Proposal 5 - Ratification of the Audit and Finance 

Committee’s Selection of Ernst & Young LLP as our 
Independent Registered Public  
Accounting Firm ........................................................ 46 

APPENDIX A 
2013 Omnibus Incentive Plan, as Amended and Restated 

(cid:3)

NOTICE OF 2020 ANNUAL MEETING 

Dear Shareholder: 

You are cordially invited to attend our Annual Meeting of Shareholders on Wednesday, May 20, 2020 at 1:00 p.m. Eastern Time. 

We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and 

local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful consideration, the 

Board has determined that the Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live 

webcast. We believe this is the right decision for the Company at this time as it facilitates shareholder attendance and 

participation while safeguarding the health of our shareholders, directors and management team. You will be able to attend the 

Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting 

www.meetingcenter.io/296633343 and entering the 15-digit control number on your proxy card or Notice Regarding the 

Availability of Proxy Materials. The password for the meeting is KODK2020. There is no physical location for the Annual Meeting 

this year and you will not be able to attend the Annual Meeting in person. You will be asked to vote on Company proposals at the 

Whether or not you will participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the 

internet, as well as by telephone or by mailing a proxy card or voting instruction form. We encourage you to use the internet, as it 

is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote 

electronically if you participate in the virtual meeting. We would like to take this opportunity to remind you that your vote is very 

Annual Meeting.  

important. 

Sincerely, 

James V. Continenza 

Executive Chairman 

TABLE OF CONTENTS 

NOTICE OF 2020 ANNUAL MEETING  
Notice of the 2020 Annual Meeting of Shareholders 

PROXY STATEMENT 
QUESTIONS & ANSWERS 
Questions & Answers .......................................................... 1 
Householding of Disclosure Documents ............................. 8 
Printed Copy of 2019 Annual Report on Form 10-K ........... 8 

PROPOSAL 1  
Proposal 1 - Election of Directors ....................................... 9 

BOARD OF DIRECTORS AND 
CORPORATE GOVERNANCE 
Director Nominees ............................................................ 10 
Director and Nominee Independence ............................... 12 
Board Leadership Structure .............................................. 12 
Committees of the Board .................................................. 12 
Corporate Governance Overview ..................................... 14 
Business Conduct Guide and Directors’  

Code of Conduct ....................................................... 14 
Governance Practices ....................................................... 14 
Report of the Audit and Finance Committee ..................... 17 

EXECUTIVE COMPENSATION 
Summary Compensation Table ........................................ 18 
Narrative to Summary Compensation Table ..................... 19 
Outstanding Equity Awards at 2019 

Fiscal Year-End Table .............................................. 24 

DIRECTOR COMPENSATION 
Director Compensation ..................................................... 26 

PROPOSAL 2 
Proposal 2 - Advisory Vote to Approve the  

Compensation of our Named Executive Officers ...... 29 

PROPOSAL 3 
Proposal 3 - Advisory Vote on the Frequency of Future 

Advisory Votes on the Compensation of our Named 
Executive Officers ..................................................... 30 

PROPOSAL 4 
Proposal 4 - Approval of the Amendment and Restatement of 

the Company’s 2013 Omnibus Incentive Plan .......... 31 
Introduction ....................................................................... 31 
Background ....................................................................... 31 
Terms of the Amendments ................................................ 31 
Summary of the Plan ........................................................ 31 
Federal Tax Treatment ..................................................... 36 
Equity Compensation Plan Information ............................. 38 
Other Information .............................................................. 38 

(cid:3)

(cid:3)

 
 
 
 
 
  
 
 
 
 
 
NOTICE OF 2020 ANNUAL MEETING 

Dear Shareholder: 

(cid:3)

You are cordially invited to attend our Annual Meeting of Shareholders on Wednesday, May 20, 2020 at 1:00 p.m. Eastern Time. 
We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and 
local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful consideration, the 
Board has determined that the Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live 
webcast. We believe this is the right decision for the Company at this time as it facilitates shareholder attendance and 
participation while safeguarding the health of our shareholders, directors and management team. You will be able to attend the 
Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting 
www.meetingcenter.io/296633343 and entering the 15-digit control number on your proxy card or Notice Regarding the 
Availability of Proxy Materials. The password for the meeting is KODK2020. There is no physical location for the Annual Meeting 
this year and you will not be able to attend the Annual Meeting in person. You will be asked to vote on Company proposals at the 
Annual Meeting.  

Whether or not you will participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the 
internet, as well as by telephone or by mailing a proxy card or voting instruction form. We encourage you to use the internet, as it 
is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote 
electronically if you participate in the virtual meeting. We would like to take this opportunity to remind you that your vote is very 
important. 

Sincerely, 

James V. Continenza 
Executive Chairman 

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SECURITY OWNERSHIP OF CERTAIN 

BENEFICIAL OWNERS AND MANAGEMENT 

Beneficial Security Ownership of More Than 5%  

of the Company’s Shares .......................................... 39 

Beneficial Security Ownership of Directors 

and Executive Officers .............................................. 41 

CERTAIN RELATIONSHIPS AND RELATED 

TRANSACTIONS 

Interested Transactions ..................................................... 43 

PRINCIPAL ACCOUNTING FEES AND 

Audit and Non-Audit Fees ................................................. 45 

Policy Regarding Pre-Approval of Services 

Provided by our Independent Accountants ............... 45 

PROPOSAL 5 

Proposal 5 - Ratification of the Audit and Finance 

Committee’s Selection of Ernst & Young LLP as our 

Independent Registered Public  

Accounting Firm ........................................................ 46 

APPENDIX A 

2013 Omnibus Incentive Plan, as Amended and Restated 

PROPOSAL 1  

Proposal 1 - Election of Directors ....................................... 9 

SERVICES 

TABLE OF CONTENTS 

NOTICE OF 2020 ANNUAL MEETING  

Notice of the 2020 Annual Meeting of Shareholders 

PROXY STATEMENT 

QUESTIONS & ANSWERS 

Questions & Answers .......................................................... 1 

Householding of Disclosure Documents ............................. 8 

Printed Copy of 2019 Annual Report on Form 10-K ........... 8 

BOARD OF DIRECTORS AND 

CORPORATE GOVERNANCE 

Director Nominees ............................................................ 10 

Director and Nominee Independence ............................... 12 

Board Leadership Structure .............................................. 12 

Committees of the Board .................................................. 12 

Corporate Governance Overview ..................................... 14 

Business Conduct Guide and Directors’  

Code of Conduct ....................................................... 14 

Governance Practices ....................................................... 14 

Report of the Audit and Finance Committee ..................... 17 

EXECUTIVE COMPENSATION 

Summary Compensation Table ........................................ 18 

Narrative to Summary Compensation Table ..................... 19 

Outstanding Equity Awards at 2019 

Fiscal Year-End Table .............................................. 24 

DIRECTOR COMPENSATION 

Director Compensation ..................................................... 26 

Proposal 2 - Advisory Vote to Approve the  

Compensation of our Named Executive Officers ...... 29 

PROPOSAL 2 

PROPOSAL 3 

Proposal 3 - Advisory Vote on the Frequency of Future 

Advisory Votes on the Compensation of our Named 

Executive Officers ..................................................... 30 

PROPOSAL 4 

Proposal 4 - Approval of the Amendment and Restatement of 

the Company’s 2013 Omnibus Incentive Plan .......... 31 

Introduction ....................................................................... 31 

Background ....................................................................... 31 

Terms of the Amendments ................................................ 31 

Summary of the Plan ........................................................ 31 

Federal Tax Treatment ..................................................... 36 

Equity Compensation Plan Information ............................. 38 

Other Information .............................................................. 38 

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NOTICE OF THE 2020 ANNUAL MEETING OF SHAREHOLDERS  

The Annual Meeting of Shareholders (Annual Meeting) of Eastman Kodak Company will be held on Wednesday, May 20, 
2020 at 1:00 p.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting of shareholders by means of 
a live webcast that can be accessed at www.meetingcenter.io/296633343. The password for the meeting is KODK2020. 
We are asking our shareholders to vote on the following proposals at the Annual Meeting: 

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PROXY STATEMENT 

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1.

2.
3.

Election of the seven directors named in the Proxy Statement for a term of one year or until their successors 
are duly elected and qualified. 
Advisory vote to approve the compensation of our named executive officers. 
Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the 
compensation of our named executive officers. 
Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. 
4.
5. Ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP as our independent 

registered public accounting firm. 
Such other business as may properly come before the Annual Meeting or any adjournment thereof. 

6.

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 
1, FOR Proposals 2, 4 and 5, and ONE YEAR for Proposal 3. 

If you held your shares at the close of business on March 26, 2020, you are entitled to vote at the Annual Meeting. 

We follow the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy 
materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while 
lowering the cost of delivery. 

If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company,  
343 State Street, Rochester, NY 14650-0235, (585) 724-4053, e-mail: shareholderservices@kodak.com. 

By Order of the Board of Directors 

Roger W. Byrd 
General Counsel, Secretary and Senior Vice President 
Eastman Kodak Company 
April 9, 2020 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2020. 
The Notice of 2020 Annual Meeting and Proxy Statement and 2019 Annual Report on Form 10-K 
are available at www.edocumentview.com/KODK.

(cid:3)

QUESTIONS & ANSWERS 

Q.  Why am I receiving these proxy materials? 

A.  Our Board of Directors (the Board) is providing these proxy materials to you on the internet, or has delivered printed 

versions to you by mail, in connection with our 2020 Annual Meeting of Shareholders (the Annual Meeting), which will take 

place on Wednesday, May 20, 2020 at 1:00 p.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting 

of shareholders by means of a live webcast. You will be able to attend the Annual Meeting online, vote your shares, and 

submit your questions prior to and during the meeting via the internet by visiting www.meetingcenter.io/296633343. The 

password for the meeting is KODK2020. There will not be a physical meeting location and you will not be able to attend in 

person. As a shareholder, you are invited to attend the Annual Meeting online and are entitled and requested to vote on the 

proposals described in this Proxy Statement. We are making these proxy materials available to you on or about April 9, 

2020. 

Q.  What is included in these proxy materials? 

A.  These proxy materials include: 

•  Our 2019 Annual Report on Form 10-K; and 

•  Notice of 2020 Annual Meeting and Proxy Statement. 

If you received printed versions of the proxy materials by mail, these proxy materials also include a proxy card. 

Q.  What am I voting on?  

A.  The Board is soliciting your proxy in connection with the Annual Meeting to be held on Wednesday, May 20, 2020 at 

1:00 p.m. Eastern Time, and any adjournment or postponement thereof. You are voting on the following proposals: 

1.  Election of the seven directors named in this Proxy Statement for a term of one year or until their successors are duly 

2.  Advisory vote to approve the compensation of our named executive officers.  

3.  Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the compensation of 

elected and qualified. 

our named executive officers. 

4.  Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. 

5.  Ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP as our independent registered public 

accounting firm. 

“ONE YEAR” for Proposal 3. 

set of proxy materials? 

The Board recommends you vote FOR each of the director nominees listed in Proposal 1, FOR Proposals 2, 4 and 5, and 

Q.  Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full 

A.  We follow the Securities and Exchange Commission’s (the SEC) “e-proxy” rules that allow public companies to furnish proxy 

materials to shareholders over the internet. The “e-proxy” rules remove the requirement for public companies to 

automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their 

shareholders a “Notice of Internet Availability of Proxy Materials” (the Notice of Internet Availability) and to provide online 

access to the documents. As a result, we mailed the Notice of Internet Availability to many of our shareholders on or about 

April 9, 2020.  

The Notice of Internet Availability provides instructions on how to: 

•  View our proxy materials for the Annual Meeting on the internet and vote; and 

•  Request a printed copy of the proxy materials. 

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an 

ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of mailing documents to you.  

Q.  Why didn’t I receive a notice in the mail about the internet availability of the proxy materials? 

A.  We are providing some of our shareholders, including those who have previously requested to receive paper copies of the 

proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability.  

In addition, we are providing the Notice of Internet Availability by e-mail to those shareholders who have previously elected 

delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the 

website where the proxy materials are available. 

1 

(cid:3)

 
 
 
NOTICE OF THE 2020 ANNUAL MEETING OF SHAREHOLDERS  

The Annual Meeting of Shareholders (Annual Meeting) of Eastman Kodak Company will be held on Wednesday, May 20, 

2020 at 1:00 p.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting of shareholders by means of 

a live webcast that can be accessed at www.meetingcenter.io/296633343. The password for the meeting is KODK2020. 

We are asking our shareholders to vote on the following proposals at the Annual Meeting: 

1.

2.

3.

4.

Election of the seven directors named in the Proxy Statement for a term of one year or until their successors 

are duly elected and qualified. 

Advisory vote to approve the compensation of our named executive officers. 

Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the 

compensation of our named executive officers. 

Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. 

5. Ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP as our independent 

registered public accounting firm. 

6.

Such other business as may properly come before the Annual Meeting or any adjournment thereof. 

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 

1, FOR Proposals 2, 4 and 5, and ONE YEAR for Proposal 3. 

If you held your shares at the close of business on March 26, 2020, you are entitled to vote at the Annual Meeting. 

We follow the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy 

materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while 

lowering the cost of delivery. 

If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company,  

343 State Street, Rochester, NY 14650-0235, (585) 724-4053, e-mail: shareholderservices@kodak.com. 

By Order of the Board of Directors 

General Counsel, Secretary and Senior Vice President 

Roger W. Byrd 

Eastman Kodak Company 

April 9, 2020 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2020. 

The Notice of 2020 Annual Meeting and Proxy Statement and 2019 Annual Report on Form 10-K 

are available at www.edocumentview.com/KODK.

(cid:3)

(cid:3)

PROXY STATEMENT 

(cid:3)

QUESTIONS & ANSWERS 

Q.  Why am I receiving these proxy materials? 
A.  Our Board of Directors (the Board) is providing these proxy materials to you on the internet, or has delivered printed 

versions to you by mail, in connection with our 2020 Annual Meeting of Shareholders (the Annual Meeting), which will take 
place on Wednesday, May 20, 2020 at 1:00 p.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting 
of shareholders by means of a live webcast. You will be able to attend the Annual Meeting online, vote your shares, and 
submit your questions prior to and during the meeting via the internet by visiting www.meetingcenter.io/296633343. The 
password for the meeting is KODK2020. There will not be a physical meeting location and you will not be able to attend in 
person. As a shareholder, you are invited to attend the Annual Meeting online and are entitled and requested to vote on the 
proposals described in this Proxy Statement. We are making these proxy materials available to you on or about April 9, 
2020. 

Q.  What is included in these proxy materials? 
A.  These proxy materials include: 

•  Our 2019 Annual Report on Form 10-K; and 
•  Notice of 2020 Annual Meeting and Proxy Statement. 

If you received printed versions of the proxy materials by mail, these proxy materials also include a proxy card. 

Q.  What am I voting on?  
A.  The Board is soliciting your proxy in connection with the Annual Meeting to be held on Wednesday, May 20, 2020 at 
1:00 p.m. Eastern Time, and any adjournment or postponement thereof. You are voting on the following proposals: 
1.  Election of the seven directors named in this Proxy Statement for a term of one year or until their successors are duly 

elected and qualified. 

2.  Advisory vote to approve the compensation of our named executive officers.  
3.  Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the compensation of 

our named executive officers. 

4.  Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. 
5.  Ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP as our independent registered public 

accounting firm. 

The Board recommends you vote FOR each of the director nominees listed in Proposal 1, FOR Proposals 2, 4 and 5, and 
“ONE YEAR” for Proposal 3. 

Q.  Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full 

set of proxy materials? 

A.  We follow the Securities and Exchange Commission’s (the SEC) “e-proxy” rules that allow public companies to furnish proxy 

materials to shareholders over the internet. The “e-proxy” rules remove the requirement for public companies to 
automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their 
shareholders a “Notice of Internet Availability of Proxy Materials” (the Notice of Internet Availability) and to provide online 
access to the documents. As a result, we mailed the Notice of Internet Availability to many of our shareholders on or about 
April 9, 2020.  

The Notice of Internet Availability provides instructions on how to: 

•  View our proxy materials for the Annual Meeting on the internet and vote; and 
•  Request a printed copy of the proxy materials. 

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an 
ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of mailing documents to you.  

Q.  Why didn’t I receive a notice in the mail about the internet availability of the proxy materials? 
A.  We are providing some of our shareholders, including those who have previously requested to receive paper copies of the 

proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability.  

In addition, we are providing the Notice of Internet Availability by e-mail to those shareholders who have previously elected 
delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the 
website where the proxy materials are available. 

1 

(cid:3)

 
 
 
Q.  Where can I view the proxy materials on the internet? 
A.  We are making this Proxy Statement and voting instructions available to shareholders on or about April 9, 2020, at 

(cid:3)

www.edocumentview.com/KODK. We are also making our 2019 Annual Report on Form 10-K available at the same time 
and by the same method. The 2019 Annual Report on Form 10-K is not a part of the proxy solicitation material and is not 
incorporated herein by reference. 

Q.  How can I receive a printed copy of the proxy materials? 
A.  Shareholder of Record. You may request a printed copy of the proxy materials by any of the following methods: 

•  Telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-866-641-4276; or outside of the U.S.A., 

U.S. territories and Canada, call collect at 1-781-575-3170; 

•  Internet at www.envisionreports.com/KODK; or 
•  E-mail at investorvote@computershare.com. Reference “Proxy Materials Eastman Kodak Company” in the subject line. 
In the message, include your full name and address, the number located in the shaded bar on the Notice of Internet 
Availability/proxy card, and state that you want to receive a paper copy of current and/or future meeting materials. 

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by 
your broker, trustee or nominee. 

Q.  What is the difference between holding shares as a shareholder of record and as a beneficial owner? 
A.  Most of our shareholders hold their shares through a broker or other nominee (beneficial owner) rather than directly in their 
own name (shareholder of record). As summarized below, there are some distinctions between shareholders of record and 
beneficial owners. 

Shareholder of Record. If your shares are registered in your name with our transfer agent, Computershare, you are 
considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As 
a shareholder of record, you have the right to give your voting proxy to our management or a third party, or to vote 
electronically via the internet at the Annual Meeting.  

Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial 
owner of shares held in “street name,” and your broker, trustee or nominee is making these proxy materials available to you 
together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, trustee or nominee 
on how to vote your shares. You are also invited to participate in the Annual Meeting. Your broker, trustee or nominee has 
enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your 
shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares electronically at the 
Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the 
right to vote the shares electronically at the Annual Meeting and submitting proof of your legal proxy reflecting the number of 
shares you held as of the record date along with your name to Computershare following the instructions below. Requests for 
registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on May 18, 2020. You 
will then receive a confirmation of your registration, with a control number, by email. In order to vote your shares, you must 
either: 1) obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting; 
or 2) provide voting instructions to your broker. 

Q.  Will any other matters be voted on? 
A.  We are not aware of any other matters that shareholders will be asked to vote on at the Annual Meeting. If any other matter 
is properly brought before the Annual Meeting, the named proxies, James V. Continenza and Roger W. Byrd, will vote for 
you on such matter in their discretion. New Jersey law (under which the Company is incorporated) requires that you be 
given notice of all matters to be voted on, other than procedural matters such as adjournment of the Annual Meeting.  

Q.  How do I vote? 
A.  Shareholder of Record. If you are a shareholder of record, there are four ways to vote: 

•  By internet at www.envisionreports.com/KODK. We encourage you to vote this way. 
•  By touch tone telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-800-652-VOTE (8683); or 

outside the U.S.A., U.S. territories and Canada, call collect at 1-781-575-2300. 

•  By completing and mailing your proxy card. 
•  By using electronic voting options included as part of the live webcast during the Annual Meeting. 

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or 
nominee. 

Whether you are a shareholder of record or a beneficial owner, your shares will be voted as you indicate.  

Q.  What happens if I do not give specific voting instructions? 

A.  Shareholder of Record. If you are a shareholder of record and you: 

(cid:3)

•  Indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board; or 

•  Sign and return a proxy card without giving specific voting instructions,  

then the named proxies, James V. Continenza and Roger W. Byrd, will vote your shares in the manner recommended by 

our Board (i.e., FOR each of the director nominees named in Proposal 1, FOR Proposals 2, 4 and 5, and ONE YEAR for 

Proposal 3) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. 

Beneficial Owner. If you do not provide your broker, trustee or nominee with specific voting instructions, or if you do not 

obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting, your 

shares will not be voted or counted with respect to Proposals 1, 2, 3 and 4, which are non-routine proposals. Your broker, 

trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 5, which is a routine 

proposal. Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker 

non-votes.” 

Q.  What is the deadline for voting my shares? 

A.  Shareholder of Record. If you are a shareholder of record and vote by internet or telephone, and wish to vote before the 

Annual Meeting your vote must be received by 1:00 a.m. Eastern Time, on May 20, 2020, the morning of the Annual 

Meeting, otherwise Computershare must receive your paper proxy card before May 20, 2020. You may also vote 

electronically during the virtual Annual Meeting via the live webcast by accessing www.meetingcenter.io/296633343 and 

entering the 15-digit control number on your proxy card or Notice of Internet Availability. The password for the meeting is 

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or 

KODK2020. 

nominee. 

Q.  Who can vote? 

A.  You must be a shareholder of record or a beneficial owner as of the close of business on March 26, 2020, the record date 

for the Annual Meeting. Each share of common stock is entitled to one vote.  Holders of 5.50% Series A Convertible 

Preferred Stock (Series A convertible preferred stock) are entitled to vote upon all matters upon which holders of common 

stock have the right to vote, and are entitled to the number of votes equal to the number of full shares of common stock into 

which such shares of Series A convertible preferred stock could be converted at the then applicable conversion rate at the 

record date. Such votes will be counted together with shares of common stock and not separately as a class.  As of the 

record date, each share of Series A convertible preferred stock is convertible into 5.7471 shares of common stock. 

Q.  How can I change my vote or revoke my proxy? 

A.  Shareholder of Record. If you are a shareholder of record, you can change your vote or revoke your proxy before the 

Annual Meeting by: 

•  Entering a timely new vote by internet or telephone; 

•  Returning a later-dated proxy card; 

•  Notifying Roger W. Byrd, Secretary; or 

•  Participating in the Annual Meeting webcast and voting electronically during the meeting. Attending the meeting without 

voting during the meeting will not, by itself, revoke a previously submitted proxy. 

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or 

nominee. 

2 

(cid:3)

3 

(cid:3)

Q.  Where can I view the proxy materials on the internet? 

A.  We are making this Proxy Statement and voting instructions available to shareholders on or about April 9, 2020, at 

www.edocumentview.com/KODK. We are also making our 2019 Annual Report on Form 10-K available at the same time 

and by the same method. The 2019 Annual Report on Form 10-K is not a part of the proxy solicitation material and is not 

incorporated herein by reference. 

Q.  How can I receive a printed copy of the proxy materials? 

A.  Shareholder of Record. You may request a printed copy of the proxy materials by any of the following methods: 

•  Telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-866-641-4276; or outside of the U.S.A., 

U.S. territories and Canada, call collect at 1-781-575-3170; 

•  Internet at www.envisionreports.com/KODK; or 

•  E-mail at investorvote@computershare.com. Reference “Proxy Materials Eastman Kodak Company” in the subject line. 

In the message, include your full name and address, the number located in the shaded bar on the Notice of Internet 

Availability/proxy card, and state that you want to receive a paper copy of current and/or future meeting materials. 

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by 

your broker, trustee or nominee. 

Q.  What is the difference between holding shares as a shareholder of record and as a beneficial owner? 

A.  Most of our shareholders hold their shares through a broker or other nominee (beneficial owner) rather than directly in their 

own name (shareholder of record). As summarized below, there are some distinctions between shareholders of record and 

beneficial owners. 

Shareholder of Record. If your shares are registered in your name with our transfer agent, Computershare, you are 

considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As 

a shareholder of record, you have the right to give your voting proxy to our management or a third party, or to vote 

electronically via the internet at the Annual Meeting.  

Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial 

owner of shares held in “street name,” and your broker, trustee or nominee is making these proxy materials available to you 

together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, trustee or nominee 

on how to vote your shares. You are also invited to participate in the Annual Meeting. Your broker, trustee or nominee has 

enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your 

shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares electronically at the 

Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the 

right to vote the shares electronically at the Annual Meeting and submitting proof of your legal proxy reflecting the number of 

shares you held as of the record date along with your name to Computershare following the instructions below. Requests for 

registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on May 18, 2020. You 

will then receive a confirmation of your registration, with a control number, by email. In order to vote your shares, you must 

either: 1) obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting; 

or 2) provide voting instructions to your broker. 

Q.  Will any other matters be voted on? 

A.  We are not aware of any other matters that shareholders will be asked to vote on at the Annual Meeting. If any other matter 

is properly brought before the Annual Meeting, the named proxies, James V. Continenza and Roger W. Byrd, will vote for 

you on such matter in their discretion. New Jersey law (under which the Company is incorporated) requires that you be 

given notice of all matters to be voted on, other than procedural matters such as adjournment of the Annual Meeting.  

Q.  How do I vote? 

A.  Shareholder of Record. If you are a shareholder of record, there are four ways to vote: 

•  By internet at www.envisionreports.com/KODK. We encourage you to vote this way. 

•  By touch tone telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-800-652-VOTE (8683); or 

outside the U.S.A., U.S. territories and Canada, call collect at 1-781-575-2300. 

•  By completing and mailing your proxy card. 

•  By using electronic voting options included as part of the live webcast during the Annual Meeting. 

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or 

nominee. 

Whether you are a shareholder of record or a beneficial owner, your shares will be voted as you indicate.  

(cid:3)

Q.  What happens if I do not give specific voting instructions? 
A.  Shareholder of Record. If you are a shareholder of record and you: 

(cid:3)

•  Indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board; or 
•  Sign and return a proxy card without giving specific voting instructions,  

then the named proxies, James V. Continenza and Roger W. Byrd, will vote your shares in the manner recommended by 
our Board (i.e., FOR each of the director nominees named in Proposal 1, FOR Proposals 2, 4 and 5, and ONE YEAR for 
Proposal 3) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. 

Beneficial Owner. If you do not provide your broker, trustee or nominee with specific voting instructions, or if you do not 
obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting, your 
shares will not be voted or counted with respect to Proposals 1, 2, 3 and 4, which are non-routine proposals. Your broker, 
trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 5, which is a routine 
proposal. Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker 
non-votes.” 

Q.  What is the deadline for voting my shares? 
A.  Shareholder of Record. If you are a shareholder of record and vote by internet or telephone, and wish to vote before the 
Annual Meeting your vote must be received by 1:00 a.m. Eastern Time, on May 20, 2020, the morning of the Annual 
Meeting, otherwise Computershare must receive your paper proxy card before May 20, 2020. You may also vote 
electronically during the virtual Annual Meeting via the live webcast by accessing www.meetingcenter.io/296633343 and 
entering the 15-digit control number on your proxy card or Notice of Internet Availability. The password for the meeting is 
KODK2020. 

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or 
nominee. 

Q.  Who can vote? 
A.  You must be a shareholder of record or a beneficial owner as of the close of business on March 26, 2020, the record date 
for the Annual Meeting. Each share of common stock is entitled to one vote.  Holders of 5.50% Series A Convertible 
Preferred Stock (Series A convertible preferred stock) are entitled to vote upon all matters upon which holders of common 
stock have the right to vote, and are entitled to the number of votes equal to the number of full shares of common stock into 
which such shares of Series A convertible preferred stock could be converted at the then applicable conversion rate at the 
record date. Such votes will be counted together with shares of common stock and not separately as a class.  As of the 
record date, each share of Series A convertible preferred stock is convertible into 5.7471 shares of common stock. 

Q.  How can I change my vote or revoke my proxy? 
A.  Shareholder of Record. If you are a shareholder of record, you can change your vote or revoke your proxy before the 

Annual Meeting by: 

•  Entering a timely new vote by internet or telephone; 
•  Returning a later-dated proxy card; 
•  Notifying Roger W. Byrd, Secretary; or 
•  Participating in the Annual Meeting webcast and voting electronically during the meeting. Attending the meeting without 

voting during the meeting will not, by itself, revoke a previously submitted proxy. 

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or 
nominee. 

2 

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3 

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Q.  What vote is required to approve each proposal? 
A.  The following table describes the voting requirements for each proposal: 

(cid:3)

Proposal 1 - Election of Directors 

Proposal 2 - Advisory Vote to Approve the Compensation of our 

Named Executive Officers 

As set forth in our By-laws, the Board has adopted a majority 
voting standard for uncontested director elections. Because 
the number of nominees properly nominated for the Annual 
Meeting is the same as the number of directors to be elected 
at the Annual Meeting, the 2020 election of directors is an 
uncontested election. 
To be elected in an uncontested election, a director nominee 
must be elected by a majority of the votes cast with respect to 
that director nominee. A majority of the votes cast means that 
the number of votes cast FOR a nominee’s election must 
exceed the number of votes cast AGAINST the nominee’s 
election. Each nominee receiving more votes FOR his or her 
election than votes AGAINST his or her election will be 
elected. 

To be approved, this proposal must receive the affirmative 
vote of a majority of the votes cast at the Annual Meeting by 
holders entitled to vote thereon. 

Proposal 3 - Advisory Vote on the Frequency (once every one, 
two or three years) of Future Advisory Votes on the 
Compensation of our Named Executive Officers 

The frequency (once every one, two or three years) that 
receives the most votes cast at the Annual Meeting by holders 
entitled to vote thereon will be approved on an advisory basis. 

Proposal 4 - Vote to Approve the Amendment and Restatement 

of the Company’s 2013 Omnibus Incentive Plan 

To be approved, this proposal must receive the affirmative 
vote of a majority of the votes cast at the Annual Meeting by 
holders entitled to vote thereon. 

Proposal 5 - Ratification of the Audit and Finance Committee’s 
Selection of Ernst & Young LLP as our 
Independent Registered Public Accounting Firm 

To be approved, this proposal must receive the affirmative 
vote of a majority of the votes cast at the Annual Meeting by 
holders entitled to vote thereon. 

Q.  How are votes counted? 
A.  For Proposal 1, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the nominees. In tabulating the 

voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If you elect to abstain in the 
election of directors, the abstention will not impact the outcome of the election. Broker non-votes are not counted and will 
not impact the outcome of the vote. 

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to Proposals 2, 4 and 5. In tabulating the voting results for 
these proposals, “FOR” and “AGAINST” votes are counted. For Proposals 2 and 5, abstentions are not counted and will not 
impact the outcome of the vote. For Proposal 4, under NYSE rules, abstentions are treated as votes that are cast against  
the proposal. With respect to Proposals 2 and 4, broker non-votes are not counted and will not impact the outcome of the 
vote. A broker will have discretionary authority to vote on Proposal 5 relating to the ratification of the selection of our 
independent registered public accounting firm. 

For Proposal 3, you are being asked to vote to set a one, two or three year interval between shareholder “say-on-pay” 
votes. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency receiving 
the greatest number of votes will be deemed to have been selected by the shareholders. Abstentions and broker non-votes 
will have no effect on the outcome of this matter.   

Q.  Who will count the vote? 
A.  Computershare will count the votes. A representative from Computershare will serve as the inspector of election. 

Q.  Who can attend the virtual Annual Meeting? 
A. 

If you held your shares as of the close of business on March 26, 2020, the record date for the Annual Meeting, you may 
attend the virtual Annual meeting and electronically vote on the proposals for consideration at the Annual Meeting.  

Q.  What do I need to do to participate in the Annual Meeting?  

A.  We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, 

state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful 

consideration, the Board has determined that the Annual Meeting will be a completely virtual meeting of shareholders, 

which will be conducted exclusively by a live webcast. You are entitled to participate in the Annual Meeting only if you 

were a shareholder of the Company as of the close of business on the record date or if you hold a valid proxy for the 

Annual Meeting. No physical meeting will be held this year, and you will not be able to attend the Annual Meeting in 

person. Our decision to hold the annual meeting in a virtual format relates only to this year’s Annual Meeting. 

Shareholders will be able to attend the Annual Meeting online and submit questions during the meeting by visiting 

http://www.meetingcenter.io/296633343. You also will be able to vote your shares online by attending the Annual 

Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your 

Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. You will 

need to enter the 15-digit control number on your proxy card or Notice of Internet Availability. The password for the 

(cid:3)

meeting is KODK2020. 

instructions below. 

in this Proxy Statement. 

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the 

The online Annual Meeting will begin promptly at 1:00 p.m. Eastern Time. We encourage you to access the meeting 

prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined 

Q.  How do I register to participate in the Annual Meeting? 

A. 

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not 

need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the Notice of 

Internet Availability or proxy card that you received. 

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 

Annual Meeting virtually on the internet. To register to attend the Annual Meeting online by webcast you must submit 

proof of your proxy power (legal proxy) reflecting your Kodak holdings along with your name and email address to 

Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., 

Eastern Time, on May 18, 2020. 

You will receive a confirmation of your registration, with a control number, by email after we receive your registration 

Requests for registration should be directed to the following:  

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. 

materials.  

By email:  

By mail:  

Computershare 

Eastman Kodak Company Legal Proxy 

P.O. Box 43001 

Providence, RI 02940-3001 

Q.  What is the quorum requirement of the Annual Meeting? 

A.  The holders of shares entitled to cast a majority of the votes on March 26, 2020 will constitute a quorum for voting at the 

Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted in 

determining the quorum. On March 26, 2020, there were 43,675,070 shares of our common stock outstanding and 

2,000,000 shares of our Series A convertible preferred stock outstanding. As of the record date, each share of Series A 

convertible preferred stock is convertible into 5.7471 shares of common stock and holders are entitled to the number of 

votes equal to the number of full shares of common stock into which such shares of Series A convertible preferred stock 

could be converted. Accordingly, holders entitled to cast 27,584,636 votes will constitute a quorum for the Annual Meeting. 

Q.  Where can I find the voting results of the Annual Meeting? 

A.  We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K to be filed 

with the SEC within four business days after the Annual Meeting. If final results are not available at such time, the Form 8-K 

will disclose preliminary results, to be followed with an amended Form 8-K when final results are available.  

Q.  Can I nominate someone to the Board? 

A.  Our By-laws provide that any shareholder can nominate a person for election to the Board so long as the shareholder 

follows the procedure outlined in our By-laws as summarized below. This is the procedure to be followed for direct 

4 

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5 

(cid:3)

Q.  What vote is required to approve each proposal? 

A.  The following table describes the voting requirements for each proposal: 

(cid:3)

Proposal 1 - Election of Directors 

As set forth in our By-laws, the Board has adopted a majority 

voting standard for uncontested director elections. Because 

the number of nominees properly nominated for the Annual 

Meeting is the same as the number of directors to be elected 

at the Annual Meeting, the 2020 election of directors is an 

uncontested election. 

To be elected in an uncontested election, a director nominee 

must be elected by a majority of the votes cast with respect to 

that director nominee. A majority of the votes cast means that 

the number of votes cast FOR a nominee’s election must 

exceed the number of votes cast AGAINST the nominee’s 

election. Each nominee receiving more votes FOR his or her 

election than votes AGAINST his or her election will be 

elected. 

Proposal 2 - Advisory Vote to Approve the Compensation of our 

To be approved, this proposal must receive the affirmative 

Named Executive Officers 

vote of a majority of the votes cast at the Annual Meeting by 

holders entitled to vote thereon. 

Proposal 3 - Advisory Vote on the Frequency (once every one, 

The frequency (once every one, two or three years) that 

two or three years) of Future Advisory Votes on the 

receives the most votes cast at the Annual Meeting by holders 

Compensation of our Named Executive Officers 

entitled to vote thereon will be approved on an advisory basis. 

Proposal 4 - Vote to Approve the Amendment and Restatement 

To be approved, this proposal must receive the affirmative 

of the Company’s 2013 Omnibus Incentive Plan 

vote of a majority of the votes cast at the Annual Meeting by 

holders entitled to vote thereon. 

Proposal 5 - Ratification of the Audit and Finance Committee’s 

To be approved, this proposal must receive the affirmative 

Selection of Ernst & Young LLP as our 

vote of a majority of the votes cast at the Annual Meeting by 

Independent Registered Public Accounting Firm 

holders entitled to vote thereon. 

Q.  How are votes counted? 

A.  For Proposal 1, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the nominees. In tabulating the 

voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If you elect to abstain in the 

election of directors, the abstention will not impact the outcome of the election. Broker non-votes are not counted and will 

not impact the outcome of the vote. 

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to Proposals 2, 4 and 5. In tabulating the voting results for 

these proposals, “FOR” and “AGAINST” votes are counted. For Proposals 2 and 5, abstentions are not counted and will not 

impact the outcome of the vote. For Proposal 4, under NYSE rules, abstentions are treated as votes that are cast against  

the proposal. With respect to Proposals 2 and 4, broker non-votes are not counted and will not impact the outcome of the 

vote. A broker will have discretionary authority to vote on Proposal 5 relating to the ratification of the selection of our 

independent registered public accounting firm. 

For Proposal 3, you are being asked to vote to set a one, two or three year interval between shareholder “say-on-pay” 

votes. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency receiving 

the greatest number of votes will be deemed to have been selected by the shareholders. Abstentions and broker non-votes 

will have no effect on the outcome of this matter.   

Q.  Who will count the vote? 

A.  Computershare will count the votes. A representative from Computershare will serve as the inspector of election. 

Q.  Who can attend the virtual Annual Meeting? 

A. 

If you held your shares as of the close of business on March 26, 2020, the record date for the Annual Meeting, you may 

attend the virtual Annual meeting and electronically vote on the proposals for consideration at the Annual Meeting.  

(cid:3)

Q.  What do I need to do to participate in the Annual Meeting?  
A.  We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, 
state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful 
consideration, the Board has determined that the Annual Meeting will be a completely virtual meeting of shareholders, 
which will be conducted exclusively by a live webcast. You are entitled to participate in the Annual Meeting only if you 
were a shareholder of the Company as of the close of business on the record date or if you hold a valid proxy for the 
Annual Meeting. No physical meeting will be held this year, and you will not be able to attend the Annual Meeting in 
person. Our decision to hold the annual meeting in a virtual format relates only to this year’s Annual Meeting. 
Shareholders will be able to attend the Annual Meeting online and submit questions during the meeting by visiting 
http://www.meetingcenter.io/296633343. You also will be able to vote your shares online by attending the Annual 
Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your 
Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. You will 
need to enter the 15-digit control number on your proxy card or Notice of Internet Availability. The password for the 
meeting is KODK2020. 
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the 
instructions below. 
The online Annual Meeting will begin promptly at 1:00 p.m. Eastern Time. We encourage you to access the meeting 
prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined 
in this Proxy Statement. 

Q.  How do I register to participate in the Annual Meeting? 
A. 

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not 
need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the Notice of 
Internet Availability or proxy card that you received. 
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 
Annual Meeting virtually on the internet. To register to attend the Annual Meeting online by webcast you must submit 
proof of your proxy power (legal proxy) reflecting your Kodak holdings along with your name and email address to 
Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., 
Eastern Time, on May 18, 2020. 
You will receive a confirmation of your registration, with a control number, by email after we receive your registration 
materials.  
Requests for registration should be directed to the following:  
By email:  
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. 
By mail:  

Computershare 
Eastman Kodak Company Legal Proxy 
P.O. Box 43001 
Providence, RI 02940-3001 

Q.  What is the quorum requirement of the Annual Meeting? 
A.  The holders of shares entitled to cast a majority of the votes on March 26, 2020 will constitute a quorum for voting at the 
Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted in 
determining the quorum. On March 26, 2020, there were 43,675,070 shares of our common stock outstanding and 
2,000,000 shares of our Series A convertible preferred stock outstanding. As of the record date, each share of Series A 
convertible preferred stock is convertible into 5.7471 shares of common stock and holders are entitled to the number of 
votes equal to the number of full shares of common stock into which such shares of Series A convertible preferred stock 
could be converted. Accordingly, holders entitled to cast 27,584,636 votes will constitute a quorum for the Annual Meeting. 

Q.  Where can I find the voting results of the Annual Meeting? 
A.  We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K to be filed 

with the SEC within four business days after the Annual Meeting. If final results are not available at such time, the Form 8-K 
will disclose preliminary results, to be followed with an amended Form 8-K when final results are available.  

Q.  Can I nominate someone to the Board? 
A.  Our By-laws provide that any shareholder can nominate a person for election to the Board so long as the shareholder 
follows the procedure outlined in our By-laws as summarized below. This is the procedure to be followed for direct 

4 

(cid:3)

5 

(cid:3)

nominations, as opposed to recommendations of nominees for consideration by our Corporate Governance and Nominating 
(cid:3)
Committee. The complete description of the procedure for shareholder nominations of director candidates is contained in 
our By-laws. You can request a copy of the full text of this By-law provision by writing to our Secretary at our principal 
executive offices. Our By-laws can also be accessed at http://investor.kodak.com/supporting.cfm. 

For purposes of summarizing this procedure, we have assumed: 1) the date of the upcoming annual meeting is within 30 
days of the anniversary of the annual meeting for the previous year and 2) if the size of the Board is to be increased, that 
both the name of the director nominee and the size of the increased Board are publicly disclosed at least 100 days prior to 
the first anniversary of the previous year’s annual meeting. Based on these assumptions, a shareholder desiring to 
nominate one or more candidates for election at the next annual meeting must deliver written notice of such nomination to 
our Secretary, at our principal executive office, not less than 90 days nor more than 120 days prior to the first anniversary of 
the preceding year’s annual meeting. Accordingly, for our 2021 Annual Meeting of Shareholders (the 2021 Annual Meeting), 
notice of nomination must be delivered to our Secretary no earlier than January 20, 2021 and no later than February 19, 
2021. 

The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing 
shareholder’s name and address; 2) the number of shares owned of record and beneficially by the proposing shareholder; 
3) the name of the person to be nominated; 4) the number of shares owned of record and beneficially by the nominee; 5) a 
description of all relationships, arrangements and understandings between the shareholder and the nominee and any other 
person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; 
6) such other information regarding the nominee as would have been required to be included in the proxy statement filed 
pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board, such 
as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if so 
elected. 

Persons nominated in accordance with this procedure will be eligible for election as directors at the 2021 Annual Meeting. 

Q.  What is the deadline to propose actions for consideration at the 2021 Annual Meeting? 
A.  For a shareholder proposal to be considered for inclusion in our proxy statement for the 2021 Annual Meeting, the Secretary 
must receive the written proposal at our principal executive office no later than the close of business on December 8, 2020. 
Proposals received after this date will be considered untimely. Proposals must comply with SEC regulations under Rule 
14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act), regarding the inclusion of shareholder 
proposals in company-sponsored proxy materials. Proposals should be addressed to: 

Secretary 
Eastman Kodak Company 
343 State Street 
Rochester, NY 14650-0224 

For a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8, the shareholder 
must provide the information required by our By-laws and give timely notice to the Secretary in accordance with our 
By-laws, which, in general, require that the notice be received by the Secretary: 

•  No earlier than the close of business on January 20, 2021; and 
•  No later than the close of business on February 19, 2021. 

If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2020 
Annual Meeting, then notice of a shareholder proposal that is not intended to be included in our proxy statement under  
Rule 14a-8 must be received no earlier than the close of business 120 days prior to the anniversary of the 2020 Annual 
Meeting and no later than the close of business on the later of the following two dates: 

•  90 days prior to the meeting; and 
•  10 days after public announcement of the meeting date. 

You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the 
requirements for shareholder proposals. Our By-laws can also be accessed at http://investor.kodak.com/supporting.cfm.  

Q.  Could emerging developments regarding the ongoing COVID-19 pandemic affect the Annual Meeting? 

A.  We are sensitive to the public health and travel concerns our shareholders may have and we continue to monitor the 

protocols that federal, state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. 

(cid:3)

Therefore, we intend to hold the Annual Meeting in a virtual format via a live webcast. In the event that the logistics of our 

Annual Meeting are further impacted by developments related to or stemming from this pandemic, we will announce such 

information as promptly as practicable. Please monitor our website at www.kodak.com for updated information. As always, 

we encourage you to vote your shares prior to the Annual Meeting.  

Information included on our website, other than our Proxy Statement and proxy card, is not part of the proxy solicitation 

materials. 

Q.  Who will pay the cost of this proxy solicitation? 

A.  We will bear all costs related to this proxy solicitation. We will reimburse brokerage houses and other custodians, nominees, 

trustees and fiduciaries representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding 

proxy and solicitation materials to such beneficial owners. Our directors, officers and employees may also solicit proxies and 

voting instructions in person, by telephone or by other means of communication. These directors, officers and employees 

will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with these 

solicitations. 

Q.  What other information about us is available? 

A.  The following information is available on our website at http://investor.kodak.com/supporting.cfm:  

•  Charters of the Board’s Committees (Audit and Finance Committee, Corporate Governance and Nominating 

•  Board of Directors Policy on Recoupment of Executive Bonuses in the Event of Certain Restatements 

•  Corporate Responsibility Principles  

•  Corporate Governance Guidelines 

•  Business Conduct Guide 

•  Eastman Kodak Company By-laws 

Committee, and Executive Compensation Committee) 

•  Directors’ Code of Conduct 

•  Majority Vote Policy 

•  Anti-Hedging and Pledging Policy  

•  Related Party Transactions Policy and Procedures 

•  Corporate Political Contributions and Expenditures Policy  

•  Health, Safety and Environment Sustainability Reports are available on our website at 

www.kodak.com/go/sustainability 

Our 2019 Annual Report on Form 10-K is available on our website at http://investor.kodak.com/financials.cfm. 

You may request printed copies of any of these documents by contacting:  

Shareholder Services 

Eastman Kodak Company 

343 State Street 

Rochester, NY 14650-0235 

(585) 724-4053 

E-mail: shareholderservices@kodak.com 

The address of our principal executive office is: 

Eastman Kodak Company 

343 State Street 

Rochester, NY 14650 

6 

(cid:3)

7 

(cid:3)

 
 
nominations, as opposed to recommendations of nominees for consideration by our Corporate Governance and Nominating 

Committee. The complete description of the procedure for shareholder nominations of director candidates is contained in 

(cid:3)

our By-laws. You can request a copy of the full text of this By-law provision by writing to our Secretary at our principal 

executive offices. Our By-laws can also be accessed at http://investor.kodak.com/supporting.cfm. 

For purposes of summarizing this procedure, we have assumed: 1) the date of the upcoming annual meeting is within 30 

days of the anniversary of the annual meeting for the previous year and 2) if the size of the Board is to be increased, that 

both the name of the director nominee and the size of the increased Board are publicly disclosed at least 100 days prior to 

the first anniversary of the previous year’s annual meeting. Based on these assumptions, a shareholder desiring to 

nominate one or more candidates for election at the next annual meeting must deliver written notice of such nomination to 

our Secretary, at our principal executive office, not less than 90 days nor more than 120 days prior to the first anniversary of 

the preceding year’s annual meeting. Accordingly, for our 2021 Annual Meeting of Shareholders (the 2021 Annual Meeting), 

notice of nomination must be delivered to our Secretary no earlier than January 20, 2021 and no later than February 19, 

The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing 

shareholder’s name and address; 2) the number of shares owned of record and beneficially by the proposing shareholder; 

3) the name of the person to be nominated; 4) the number of shares owned of record and beneficially by the nominee; 5) a 

description of all relationships, arrangements and understandings between the shareholder and the nominee and any other 

person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; 

6) such other information regarding the nominee as would have been required to be included in the proxy statement filed 

pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board, such 

as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if so 

2021. 

elected. 

Persons nominated in accordance with this procedure will be eligible for election as directors at the 2021 Annual Meeting. 

Q.  What is the deadline to propose actions for consideration at the 2021 Annual Meeting? 

A.  For a shareholder proposal to be considered for inclusion in our proxy statement for the 2021 Annual Meeting, the Secretary 

must receive the written proposal at our principal executive office no later than the close of business on December 8, 2020. 

Proposals received after this date will be considered untimely. Proposals must comply with SEC regulations under Rule 

14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act), regarding the inclusion of shareholder 

proposals in company-sponsored proxy materials. Proposals should be addressed to: 

Secretary 

Eastman Kodak Company 

343 State Street 

Rochester, NY 14650-0224 

For a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8, the shareholder 

must provide the information required by our By-laws and give timely notice to the Secretary in accordance with our 

By-laws, which, in general, require that the notice be received by the Secretary: 

•  No earlier than the close of business on January 20, 2021; and 

•  No later than the close of business on February 19, 2021. 

If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2020 

Annual Meeting, then notice of a shareholder proposal that is not intended to be included in our proxy statement under  

Rule 14a-8 must be received no earlier than the close of business 120 days prior to the anniversary of the 2020 Annual 

Meeting and no later than the close of business on the later of the following two dates: 

•  90 days prior to the meeting; and 

•  10 days after public announcement of the meeting date. 

You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the 

requirements for shareholder proposals. Our By-laws can also be accessed at http://investor.kodak.com/supporting.cfm.  

Q.  Could emerging developments regarding the ongoing COVID-19 pandemic affect the Annual Meeting? 
A.  We are sensitive to the public health and travel concerns our shareholders may have and we continue to monitor the 
protocols that federal, state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. 
Therefore, we intend to hold the Annual Meeting in a virtual format via a live webcast. In the event that the logistics of our 
Annual Meeting are further impacted by developments related to or stemming from this pandemic, we will announce such 
information as promptly as practicable. Please monitor our website at www.kodak.com for updated information. As always, 
we encourage you to vote your shares prior to the Annual Meeting.  

(cid:3)

Information included on our website, other than our Proxy Statement and proxy card, is not part of the proxy solicitation 
materials. 

Q.  Who will pay the cost of this proxy solicitation? 
A.  We will bear all costs related to this proxy solicitation. We will reimburse brokerage houses and other custodians, nominees, 
trustees and fiduciaries representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding 
proxy and solicitation materials to such beneficial owners. Our directors, officers and employees may also solicit proxies and 
voting instructions in person, by telephone or by other means of communication. These directors, officers and employees 
will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with these 
solicitations. 

Q.  What other information about us is available? 
A.  The following information is available on our website at http://investor.kodak.com/supporting.cfm:  

•  Corporate Responsibility Principles  
•  Corporate Governance Guidelines 
•  Business Conduct Guide 
•  Eastman Kodak Company By-laws 
•  Charters of the Board’s Committees (Audit and Finance Committee, Corporate Governance and Nominating 

Committee, and Executive Compensation Committee) 

•  Directors’ Code of Conduct 
•  Board of Directors Policy on Recoupment of Executive Bonuses in the Event of Certain Restatements 
•  Majority Vote Policy 
•  Anti-Hedging and Pledging Policy  
•  Related Party Transactions Policy and Procedures 
•  Corporate Political Contributions and Expenditures Policy  
•  Health, Safety and Environment Sustainability Reports are available on our website at 

www.kodak.com/go/sustainability 

Our 2019 Annual Report on Form 10-K is available on our website at http://investor.kodak.com/financials.cfm. 

You may request printed copies of any of these documents by contacting:  

Shareholder Services 
Eastman Kodak Company 
343 State Street 
Rochester, NY 14650-0235 
(585) 724-4053 

E-mail: shareholderservices@kodak.com 

The address of our principal executive office is: 

Eastman Kodak Company 
343 State Street 
Rochester, NY 14650 

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HOUSEHOLDING OF DISCLOSURE DOCUMENTS 

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PROPOSAL 1  

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We are sending a Notice of Internet Availability or set of proxy materials to each shareholder of record. This year, we have 
elected not to take advantage of the SEC’s householding rules that allow us to deliver a single set of the Notice of Internet 
Availability or proxy materials to shareholders of record who share the same address. If you are a beneficial owner, your broker 
or other nominee may continue to send a single set of the Notice of Internet Availability or proxy materials to your household. 
Please contact your broker or other nominee if you wish to adjust your preferences regarding the delivery of the Notice of 
Internet Availability or proxy materials. 

PRINTED COPY OF 2019 ANNUAL REPORT ON FORM 10-K 

We will provide you, without charge, upon request, a printed copy of our 2019 Annual Report on Form 10-K. To receive 
a printed copy of the 2019 Annual Report on Form 10-K, please contact:  

Shareholder Services 
Eastman Kodak Company 
343 State Street 
Rochester, NY 14650-0235 
(585) 724-4053 

E-mail: shareholderservices@kodak.com 

PROPOSAL 1 - ELECTION OF DIRECTORS  

Our By-laws require us to have at least five but no more than 13 directors. The number of directors, which is set by the Board, is 

currently seven. Mr. Continenza, our Executive Chairman, is the only director who is an employee of the Company. 

All seven directors are standing for re-election, having been elected at the 2019 annual meeting, and have been recommended 

for nomination by the Corporate Governance and Nominating Committee (Governance Committee): Richard Todd Bradley, 

James V. Continenza, Jeffrey D. Engelberg, George Karfunkel, Philippe D. Katz, Jason New and William G. Parrett. 

Messrs. Bradley and Engelberg are nominees originally designated in connection with the Purchase Agreement, dated as of 

November 7, 2016, among the Company, Southeastern Asset Management, Inc. (Southeastern) and Longleaf Partners Small-

Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by 

Southeastern (such investment funds collectively, the Purchasers), whereby the Purchasers have the right to nominate at the 

Company’s annual meetings members to the Company’s Board of Directors proportional to the Purchasers’ share ownership on 

an as-converted basis. Purchasers initially had rights to nominate two directors and now have rights to nominate one member to 

If elected, all of the nominees for director will serve a one year term or until their successors are duly elected and qualified. 

Information about the director nominees is provided in the section entitled “Board of Directors and Corporate Governance” in this 

the Board.  

Proxy Statement.  

If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board 

chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is 

unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy. 

Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” than “AGAINST” 

votes cast for his election will be elected. 

If a director nominee receives a greater number of votes “AGAINST” his election than votes “FOR” such election, the Board will 

decide whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the 

Board in accordance with our Majority Vote Policy. 

The Board of Directors recommends a vote FOR the election of each of the director nominees. 

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HOUSEHOLDING OF DISCLOSURE DOCUMENTS 

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PROPOSAL 1  

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We are sending a Notice of Internet Availability or set of proxy materials to each shareholder of record. This year, we have 

elected not to take advantage of the SEC’s householding rules that allow us to deliver a single set of the Notice of Internet 

Availability or proxy materials to shareholders of record who share the same address. If you are a beneficial owner, your broker 

or other nominee may continue to send a single set of the Notice of Internet Availability or proxy materials to your household. 

Please contact your broker or other nominee if you wish to adjust your preferences regarding the delivery of the Notice of 

Internet Availability or proxy materials. 

PRINTED COPY OF 2019 ANNUAL REPORT ON FORM 10-K 

We will provide you, without charge, upon request, a printed copy of our 2019 Annual Report on Form 10-K. To receive 

a printed copy of the 2019 Annual Report on Form 10-K, please contact:  

Shareholder Services 

Eastman Kodak Company 

343 State Street 

Rochester, NY 14650-0235 

(585) 724-4053 

E-mail: shareholderservices@kodak.com 

PROPOSAL 1 - ELECTION OF DIRECTORS  

Our By-laws require us to have at least five but no more than 13 directors. The number of directors, which is set by the Board, is 
currently seven. Mr. Continenza, our Executive Chairman, is the only director who is an employee of the Company. 

All seven directors are standing for re-election, having been elected at the 2019 annual meeting, and have been recommended 
for nomination by the Corporate Governance and Nominating Committee (Governance Committee): Richard Todd Bradley, 
James V. Continenza, Jeffrey D. Engelberg, George Karfunkel, Philippe D. Katz, Jason New and William G. Parrett. 

Messrs. Bradley and Engelberg are nominees originally designated in connection with the Purchase Agreement, dated as of 
November 7, 2016, among the Company, Southeastern Asset Management, Inc. (Southeastern) and Longleaf Partners Small-
Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by 
Southeastern (such investment funds collectively, the Purchasers), whereby the Purchasers have the right to nominate at the 
Company’s annual meetings members to the Company’s Board of Directors proportional to the Purchasers’ share ownership on 
an as-converted basis. Purchasers initially had rights to nominate two directors and now have rights to nominate one member to 
the Board.  

If elected, all of the nominees for director will serve a one year term or until their successors are duly elected and qualified. 
Information about the director nominees is provided in the section entitled “Board of Directors and Corporate Governance” in this 
Proxy Statement.  

If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board 
chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is 
unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy. 

Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” than “AGAINST” 
votes cast for his election will be elected. 

If a director nominee receives a greater number of votes “AGAINST” his election than votes “FOR” such election, the Board will 
decide whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the 
Board in accordance with our Majority Vote Policy. 

The Board of Directors recommends a vote FOR the election of each of the director nominees. 

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 
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DIRECTOR NOMINEES  

The Governance Committee and the Board seek to ensure that the Board is composed of members who bring an appropriate 
mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, 
corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, 
risk management, international operations, corporate governance and internal controls, each of which is an important area of 
responsibility for the Board and its committees.  

The Board and the Governance Committee believe that each of the director nominees possesses important experience and skills 
that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to our 
company. Each of our director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. 
Each is committed to employing his skills and abilities to aid the long-term interests of our shareholders.  

In addition to the biographical information in each director nominee’s profile below, the Board and the Governance Committee 
considered the listed Key Experience, Skills and other Qualifications in its evaluation and determination to nominate each 
director for re-election. 

RICHARD TODD BRADLEY 

Director since June 2017 

Richard Todd Bradley, 61, was the Chief Executive Officer and a board member of Mozido, LLC, a Texas-based provider of 
white-label mobile-payment systems, from October 2015 to June 2017.  From June 2014 to December 2014, Mr. Bradley served 
as President of TIBCO Software, Inc. (TIBCO), a leading integration and process management software company, where he held 
global responsibility for customer-facing functions, such as sales, marketing and professional services. Prior to TIBCO, Mr. 
Bradley was an Executive Vice President for Hewlett-Packard Company, a leading global provider of products, technologies and 
software, from July 2005 to June 2014. In May 2018, Mr. Bradley joined the directors of Mattel, Inc., a global learning, 
development and play company. Mr. Bradley served on the board of directors of TrueCar, Inc., an automotive pricing and 
information website for new and used car buyers and dealerships, from September 2013 through October 2016. 

Key Experience, Skills and other Qualifications: 

Mr. Bradley brings to the Board extensive experience in the technology sector and has significant experience in strategic 
planning, organizational management, digital technology, international business operations, and mergers and acquisitions, all of 
which are critical to the success of our business.  He also brings substantial corporate governance, corporate development, 
business strategy and executive compensation expertise to the Board. 

JAMES V. CONTINENZA 

Director since April 2013, Chairman since September 2013 
and Executive Chairman since February 2019 

James V. Continenza, 57, leads the transformation of Kodak as Executive Chairman. He was appointed to that position by the 
Board of Directors on February 20, 2019. Continenza joined the Board of Directors of Kodak in April 2013 and became Chairman 
of the Board in September 2013. Mr. Continenza brings a proven track record of guiding leading technology companies through 
transformations. Since September 2012, Mr. Continenza has served as the Chairman and Chief Executive Officer of Vivial, Inc., 
a privately-held marketing technology and communications company. He has also held leadership roles at STi Prepaid, LLC, a 
telecommunications company; Anchor Glass Container Corp., a leading manufacturer of glass containers; Teligent, Inc., a 
provider of communications services including voice, data, and internet access; Lucent Technologies Product Finance, a global 
leader in telecom equipment; and AT&T. 

In addition to his management experience, Mr. Continenza currently serves on the board of Cenveo Corporation, an industry 
leader in transformative publishing solutions, and on the board of Merrill Corporation LLC.  He has also served on the boards of 
NII Holdings, Inc., Tembec, Inc. and Neff Corporation. He also serves or has served on the boards of a number of private 
companies. 

Key Experience, Skills and other Qualifications:  

Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including 
technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings 
to the Board valuable expertise in technology, marketing, operations, strategic planning, mergers and acquisitions, and executive 
compensation. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his 
past and current executive positions and service as a board member of diverse companies. 

JEFFREY D. ENGELBERG   

Director since May 2017 

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Jeffrey D. Engelberg, 43, is a co-founder and managing member since May 2016 of Additive Advisory and Capital, LLC, a CFTC 

registered commodity pool operator and SEC registered investment advisor to C2W Partners Master Fund, a $230 million global 

hedge fund.  From July 2007 until April 2016, Mr. Engelberg was a principal and senior trader for Southeastern Asset 

Management, Inc., a registered investment advisor.  He was head trader at Fir Tree Partners from 2005 to 2007, a convertible 

bond trader at KBC Financial Products from 2001 to 2005, director of business development in 2000 for TLX Trading Network, 

Inc., and a listed equity trader in the Institutional Equity Division for Morgan Stanley Dean Witter & Co. from 1999 to 2000. 

Mr. Engelberg was the co-founder of financial-tech startup Plia, that merged with SJ Levinson and Sons in June 2014 to create 

Trade Informatics. Since April 2019, Mr. Engelberg has served on the board of directors of Trade Informatics.  He also served as 

an expert witness to the Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues after the 2010 “flash crash.” 

Key Experience, Skills and other Qualifications: 

Mr. Engelberg brings to the Board valuable expertise in investment strategies and opportunities, capital markets, risk 

management and technology, all of which are useful to our business. He also has an understanding of investor mindsets and 

expectations.  Mr. Engelberg’s background in the areas of finance and investments is considered directly relevant to our 

business strategies and management. 

GEORGE KARFUNKEL 

Director since September 2013 

George Karfunkel, 71, has been the Chairman of Sabr Group, a consulting company, since 2010. Mr. Karfunkel was a director, 

Senior Vice President and co-owner of American Stock Transfer & Trust Company, LLC, a stock transfer company, which he co-

founded in 1971. Mr. Karfunkel is a co-owner of Worldwide TechServices, LLC, a computer maintenance and services company. 

Mr. Karfunkel serves as vice chairman of Upstate Bank, a nationally-chartered community bank, and a director of public 

companies Berkshire Bank and AmTrust Financial Services, Inc. 

Key Experience, Skills and other Qualifications: 

Mr. Karfunkel has expertise in financial planning, investment strategies, cost structuring, and internal controls, all of which are 

relevant to our business. He also possesses skills in governance and risk management based upon his experience as a director 

on the boards of several financial and consulting institutions. 

PHILIPPE D. KATZ                  Director since February 2019 

Philippe D. Katz, 58, has been a partner of the private investment firm United Equities Commodities Company since February 

1995. Mr. Katz has been a director and officer of Momar Corp., a private investment firm, since May 2010, a partner of Marneu 

Holding Company, a privately held investment company, since February 2007, and a director and officer of 111 John Realty 

Corp., a property management company, since December 1995. In addition, Mr. Katz is a managing member of K.F. Investors 

LLC, a privately held investment company, a position he has held since March 2007. Mr. Katz has served on the Board of 

Berkshire Bancorp, Inc. since June 2013. Mr. Katz served as an observer to our Board from September 2013 to February 2019. 

Key Experience, Skills and other Qualifications: 

Mr. Katz has extensive experience in investing, finance and corporate strategy.  Mr. Katz brings to the Board knowledge of 

capital markets, risk management and corporate finance, all of which are considered important to our business. 

JASON NEW 

Director since September 2013 

Jason New, 51, is a former Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and 

former Head of Special Situation Investing for GSO Capital Partners LP (GSO), a credit-oriented alternative asset manager, 

having served in such positions from 2005 until December 2019. Mr. New focused on managing GSO's public investment 

portfolio with a specific emphasis on stressed and distressed companies and on sourcing direct special situation investment 

opportunities. He was a member of the GSO Investment Committee. Mr. New joined The Blackstone Group L.P. in 2008 in 

connection with its acquisition of GSO. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse's distressed 

finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a 

member of DLJ's restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, 

where he practiced in the firm's corporate reorganization group. 

Mr. New served as a director of MPM Holdings Inc. from October 2014 to August 2016. Mr. New also served as a director of 

Cheniere Energy, Inc. from August 2008 to December 2010 and as a director of Global Aviation Holdings Inc. from September 

2009 to January 2012.  

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 

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DIRECTOR NOMINEES  

The Governance Committee and the Board seek to ensure that the Board is composed of members who bring an appropriate 

mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, 

corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, 

risk management, international operations, corporate governance and internal controls, each of which is an important area of 

responsibility for the Board and its committees.  

The Board and the Governance Committee believe that each of the director nominees possesses important experience and skills 

that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to our 

company. Each of our director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. 

Each is committed to employing his skills and abilities to aid the long-term interests of our shareholders.  

In addition to the biographical information in each director nominee’s profile below, the Board and the Governance Committee 

considered the listed Key Experience, Skills and other Qualifications in its evaluation and determination to nominate each 

director for re-election. 

RICHARD TODD BRADLEY 

Director since June 2017 

Richard Todd Bradley, 61, was the Chief Executive Officer and a board member of Mozido, LLC, a Texas-based provider of 

white-label mobile-payment systems, from October 2015 to June 2017.  From June 2014 to December 2014, Mr. Bradley served 

as President of TIBCO Software, Inc. (TIBCO), a leading integration and process management software company, where he held 

global responsibility for customer-facing functions, such as sales, marketing and professional services. Prior to TIBCO, Mr. 

Bradley was an Executive Vice President for Hewlett-Packard Company, a leading global provider of products, technologies and 

software, from July 2005 to June 2014. In May 2018, Mr. Bradley joined the directors of Mattel, Inc., a global learning, 

development and play company. Mr. Bradley served on the board of directors of TrueCar, Inc., an automotive pricing and 

information website for new and used car buyers and dealerships, from September 2013 through October 2016. 

Key Experience, Skills and other Qualifications: 

Mr. Bradley brings to the Board extensive experience in the technology sector and has significant experience in strategic 

planning, organizational management, digital technology, international business operations, and mergers and acquisitions, all of 

which are critical to the success of our business.  He also brings substantial corporate governance, corporate development, 

business strategy and executive compensation expertise to the Board. 

JAMES V. CONTINENZA 

Director since April 2013, Chairman since September 2013 

and Executive Chairman since February 2019 

James V. Continenza, 57, leads the transformation of Kodak as Executive Chairman. He was appointed to that position by the 

Board of Directors on February 20, 2019. Continenza joined the Board of Directors of Kodak in April 2013 and became Chairman 

of the Board in September 2013. Mr. Continenza brings a proven track record of guiding leading technology companies through 

transformations. Since September 2012, Mr. Continenza has served as the Chairman and Chief Executive Officer of Vivial, Inc., 

a privately-held marketing technology and communications company. He has also held leadership roles at STi Prepaid, LLC, a 

telecommunications company; Anchor Glass Container Corp., a leading manufacturer of glass containers; Teligent, Inc., a 

provider of communications services including voice, data, and internet access; Lucent Technologies Product Finance, a global 

leader in telecom equipment; and AT&T. 

In addition to his management experience, Mr. Continenza currently serves on the board of Cenveo Corporation, an industry 

leader in transformative publishing solutions, and on the board of Merrill Corporation LLC.  He has also served on the boards of 

NII Holdings, Inc., Tembec, Inc. and Neff Corporation. He also serves or has served on the boards of a number of private 

companies. 

Key Experience, Skills and other Qualifications:  

Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including 

technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings 

to the Board valuable expertise in technology, marketing, operations, strategic planning, mergers and acquisitions, and executive 

compensation. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his 

past and current executive positions and service as a board member of diverse companies. 

Director since May 2017 

JEFFREY D. ENGELBERG   
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Jeffrey D. Engelberg, 43, is a co-founder and managing member since May 2016 of Additive Advisory and Capital, LLC, a CFTC 
registered commodity pool operator and SEC registered investment advisor to C2W Partners Master Fund, a $230 million global 
hedge fund.  From July 2007 until April 2016, Mr. Engelberg was a principal and senior trader for Southeastern Asset 
Management, Inc., a registered investment advisor.  He was head trader at Fir Tree Partners from 2005 to 2007, a convertible 
bond trader at KBC Financial Products from 2001 to 2005, director of business development in 2000 for TLX Trading Network, 
Inc., and a listed equity trader in the Institutional Equity Division for Morgan Stanley Dean Witter & Co. from 1999 to 2000. 

Mr. Engelberg was the co-founder of financial-tech startup Plia, that merged with SJ Levinson and Sons in June 2014 to create 
Trade Informatics. Since April 2019, Mr. Engelberg has served on the board of directors of Trade Informatics.  He also served as 
an expert witness to the Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues after the 2010 “flash crash.” 

Key Experience, Skills and other Qualifications: 

Mr. Engelberg brings to the Board valuable expertise in investment strategies and opportunities, capital markets, risk 
management and technology, all of which are useful to our business. He also has an understanding of investor mindsets and 
expectations.  Mr. Engelberg’s background in the areas of finance and investments is considered directly relevant to our 
business strategies and management. 

GEORGE KARFUNKEL 

Director since September 2013 

George Karfunkel, 71, has been the Chairman of Sabr Group, a consulting company, since 2010. Mr. Karfunkel was a director, 
Senior Vice President and co-owner of American Stock Transfer & Trust Company, LLC, a stock transfer company, which he co-
founded in 1971. Mr. Karfunkel is a co-owner of Worldwide TechServices, LLC, a computer maintenance and services company. 

Mr. Karfunkel serves as vice chairman of Upstate Bank, a nationally-chartered community bank, and a director of public 
companies Berkshire Bank and AmTrust Financial Services, Inc. 

Key Experience, Skills and other Qualifications: 

Mr. Karfunkel has expertise in financial planning, investment strategies, cost structuring, and internal controls, all of which are 
relevant to our business. He also possesses skills in governance and risk management based upon his experience as a director 
on the boards of several financial and consulting institutions. 

PHILIPPE D. KATZ                  Director since February 2019 

Philippe D. Katz, 58, has been a partner of the private investment firm United Equities Commodities Company since February 
1995. Mr. Katz has been a director and officer of Momar Corp., a private investment firm, since May 2010, a partner of Marneu 
Holding Company, a privately held investment company, since February 2007, and a director and officer of 111 John Realty 
Corp., a property management company, since December 1995. In addition, Mr. Katz is a managing member of K.F. Investors 
LLC, a privately held investment company, a position he has held since March 2007. Mr. Katz has served on the Board of 
Berkshire Bancorp, Inc. since June 2013. Mr. Katz served as an observer to our Board from September 2013 to February 2019. 

Key Experience, Skills and other Qualifications: 

Mr. Katz has extensive experience in investing, finance and corporate strategy.  Mr. Katz brings to the Board knowledge of 
capital markets, risk management and corporate finance, all of which are considered important to our business. 

JASON NEW 

Director since September 2013 

Jason New, 51, is a former Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and 
former Head of Special Situation Investing for GSO Capital Partners LP (GSO), a credit-oriented alternative asset manager, 
having served in such positions from 2005 until December 2019. Mr. New focused on managing GSO's public investment 
portfolio with a specific emphasis on stressed and distressed companies and on sourcing direct special situation investment 
opportunities. He was a member of the GSO Investment Committee. Mr. New joined The Blackstone Group L.P. in 2008 in 
connection with its acquisition of GSO. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse's distressed 
finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a 
member of DLJ's restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, 
where he practiced in the firm's corporate reorganization group. 

Mr. New served as a director of MPM Holdings Inc. from October 2014 to August 2016. Mr. New also served as a director of 
Cheniere Energy, Inc. from August 2008 to December 2010 and as a director of Global Aviation Holdings Inc. from September 
2009 to January 2012.  

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Key Experience, Skills and other Qualifications: 
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Mr. New has significant expertise in investment strategies and opportunities, with a particular focus on companies that have 
experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing 
creative financial solutions and strategies, which are critical to our ability to sustain growth and profitability as a technology 
company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also 
has a legal background, which is useful in the governance and risk management issues facing our company. 

WILLIAM G. PARRETT 

Director since November 2007 

William G. Parrett, 74, served as the Chief Executive Officer of Deloitte Touche Tohmatsu (Deloitte) from 2003 until May 2007.  
Mr. Parrett co-founded the Global Financial Services industry practice of Deloitte and served as its first Chairman.  Mr. Parrett 
joined Deloitte in 1967 and served in a series of roles of increasing responsibility until his retirement in 2007, including Managing 
Partner of Deloitte & Touche USA.   

Mr. Parrett currently serves as a director of The Blackstone Group L.P. (since 2007) and Oracle Corporation (since May 2018). 
He also served as a director of iGATE Corporation from April 2013 until July 2015, UBS AG from 2008 to May 2018, Thermo 
Fisher Scientific from 2008 to May 2018, and Conduent Incorporated from January 2017 to August 2019. 

Mr. Parrett is a member of the Board of Directors of New York Foundation for Senior Citizens.  Mr. Parrett is a Certified Public 
Accountant with an active license. 

Key Experience, Skills and other Qualifications: 

Mr. Parrett has extensive experience in corporate finance, operations, strategic planning and management of international 
operations. Mr. Parrett is highly skilled in the fields of auditing, accounting and internal controls, and risk management. In 
addition, through his service on other public company boards, Mr. Parrett brings to the Board significant experience in corporate 
governance and the regulatory framework in which public companies must operate. 

DIRECTOR AND NOMINEE INDEPENDENCE 

The Board has determined that each of the following directors that served during our last fiscal year has no material relationship 
with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is, or was 
during the period of their service during 2019, independent under our Director Independence Standards and the independence 
standards of the New York Stock Exchange (NYSE): Richard Todd Bradley, Mark S. Burgess, Matthew A. Doheny, Jeffrey D. 
Engelberg, George Karfunkel, Philippe D. Katz, Jason New and William G. Parrett. As our employee, James V. Continenza, our 
Executive Chairman, is not independent. Our former employee, Jeffrey J. Clarke, was not independent during the period of his 
service during 2019. In determining the independence of the non-management directors, the Board considered Mr. Karfunkel’s 
shareholdings and the affiliations of Messrs. Bradley, Engelberg, Katz and New, as affiliates of entities that hold or held an equity 
interest in our company (discussed under Certain Relationships and Related Transactions), and determined that such 
shareholdings and affiliations did not affect the independence of these directors and nominees. 

The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director 
Independence Standards are consistent with NYSE independence standards. The Board also uses the NYSE independence 
standards in determining whether members of specific committees are independent. The Director Independence Standards are 
part of our Corporate Governance Guidelines, which are posted on our website at http://investor.kodak.com/supporting.cfm. 

BOARD LEADERSHIP STRUCTURE  

Executive Compensation Committee  

The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for our 
company and to provide independent oversight of management. James V. Continenza serves as our Executive Chairman. The 
Board believes that it is appropriate to have the same person perform the roles of Chairman and principal executive officer in 
order to best oversee our company and management and provide a unified structure ensuring strong and consistent leadership.  
The Company does not have a lead independent director. Instead, in accordance with our Corporate Governance Guidelines, 
our independent directors are required to meet in executive session without management and, at each such session, an 
independent director chosen by the independent directors will preside at such executive session. 

COMMITTEES OF THE BOARD 

The Board has established an Audit and Finance Committee, Executive Compensation Committee and Corporate Governance 
and Nominating Committee. Additionally, on December 4, 2018, the Board established a temporary Special Committee to assist 
the Board with consideration of strategic transactions. The Special Committee consisted of Messrs. Burgess, Continenza and 
Doheny, Chair, and was dissolved as of May 22, 2019. We describe below the composition and functions of, and number of 
meetings held during 2019 by, each of our standing committees. 

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Director Name  

Committee 

Nominating Committee 

Audit and Finance  

Corporate Governance and 

Executive Compensation 

Board Committee Membership 

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Richard Todd Bradley 

James V. Continenza (1) 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe D. Katz (2) 

Jason New 

William G. Parrett 

Total Meetings in 2019 

Member 

Member 

Chair 

7 

Member 

Member 

Chair 

Committee 

Member 

Chair 

Member 

2 

3 

(1) Mr. Continenza served as a member of the Governance Committee and the Executive Compensation Committee until 

February 2019, when he became our Executive Chairman. 

(2) Mr. Katz joined the Board and these committees in February 2019. 

Audit and Finance Committee  

The current members of the Audit and Finance Committee are Jeffrey D. Engelberg, George Karfunkel, and William G. Parrett, 

Chair. The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The 

Board has determined that all members of the Audit and Finance Committee are independent and financially literate under NYSE 

listing standards. The Board has also determined that Mr. Parrett possesses the qualifications of an “audit committee financial 

expert,” as defined by SEC rules. 

The Audit and Finance Committee assists the Board in overseeing and making recommendations to the Board on such matters 

as: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered 

public accounting firm’s selection, compensation, retention, performance and evaluation, including assessing the firm’s 

qualifications and independence; our systems of disclosure controls and procedures and internal controls over financial 

reporting; and the performance of our internal audit function. The Audit and Finance Committee charter is posted on our website 

at http://investor.kodak.com/supporting.cfm.  

Corporate Governance and Nominating Committee  

The current members of the Governance Committee are Richard Todd Bradley, Philippe D. Katz, and Jason New, Chair. Some 

of the primary duties of the Governance Committee are to oversee our corporate governance structure, which includes the 

development of our Corporate Governance Guidelines, recommend individuals to the Board for nomination as members of the 

Board and its committees, determine director independence, lead the Board in its periodic review of Board performance and 

review “Interested Transactions” in accordance with our Related Party Transactions Policy and Procedures. The Governance 

Committee charter is posted on our website at http://investor.kodak.com/supporting.cfm.  

The current members of the Executive Compensation Committee are Richard Todd Bradley, Philippe D. Katz, Chair, and Jason 

New, all of whom the Board has determined are independent under NYSE listing standards. 

The Executive Compensation Committee assists the Board in fulfilling its responsibilities in connection with the compensation of 

our chief executive officer and Section 16 Executive Officers, including our named executive officers. The Executive 

Compensation Committee also reviews and makes recommendations to the Board from time to time regarding compensation of 

directors, among other responsibilities. The Executive Compensation Committee charter is posted on our website at 

http://investor.kodak.com/supporting.cfm. 

In accordance with its charter, the Executive Compensation Committee may delegate authority to one or more subcommittees or 

management as it deems fit. The Executive Compensation Committee has delegated limited authority to our Chief Human 

Resources Officer to assist in the administration of executive compensation and equity-based compensation plans. Except as a 

plan may otherwise provide, the Executive Compensation Committee has authorized the Chief Human Resources Officer to 

amend any executive compensation or equity-based compensation plan in which our named executive officers participate, other 

than to materially increase the benefits accruing to a participant under the plan, increase the number of shares available for 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Key Experience, Skills and other Qualifications: 

(cid:3)

Mr. New has significant expertise in investment strategies and opportunities, with a particular focus on companies that have 

experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing 

creative financial solutions and strategies, which are critical to our ability to sustain growth and profitability as a technology 

company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also 

has a legal background, which is useful in the governance and risk management issues facing our company. 

WILLIAM G. PARRETT 

Director since November 2007 

William G. Parrett, 74, served as the Chief Executive Officer of Deloitte Touche Tohmatsu (Deloitte) from 2003 until May 2007.  

Mr. Parrett co-founded the Global Financial Services industry practice of Deloitte and served as its first Chairman.  Mr. Parrett 

joined Deloitte in 1967 and served in a series of roles of increasing responsibility until his retirement in 2007, including Managing 

Partner of Deloitte & Touche USA.   

Mr. Parrett currently serves as a director of The Blackstone Group L.P. (since 2007) and Oracle Corporation (since May 2018). 

He also served as a director of iGATE Corporation from April 2013 until July 2015, UBS AG from 2008 to May 2018, Thermo 

Fisher Scientific from 2008 to May 2018, and Conduent Incorporated from January 2017 to August 2019. 

Mr. Parrett is a member of the Board of Directors of New York Foundation for Senior Citizens.  Mr. Parrett is a Certified Public 

Accountant with an active license. 

Key Experience, Skills and other Qualifications: 

Mr. Parrett has extensive experience in corporate finance, operations, strategic planning and management of international 

operations. Mr. Parrett is highly skilled in the fields of auditing, accounting and internal controls, and risk management. In 

addition, through his service on other public company boards, Mr. Parrett brings to the Board significant experience in corporate 

governance and the regulatory framework in which public companies must operate. 

DIRECTOR AND NOMINEE INDEPENDENCE 

The Board has determined that each of the following directors that served during our last fiscal year has no material relationship 

with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is, or was 

during the period of their service during 2019, independent under our Director Independence Standards and the independence 

standards of the New York Stock Exchange (NYSE): Richard Todd Bradley, Mark S. Burgess, Matthew A. Doheny, Jeffrey D. 

Engelberg, George Karfunkel, Philippe D. Katz, Jason New and William G. Parrett. As our employee, James V. Continenza, our 

Executive Chairman, is not independent. Our former employee, Jeffrey J. Clarke, was not independent during the period of his 

service during 2019. In determining the independence of the non-management directors, the Board considered Mr. Karfunkel’s 

shareholdings and the affiliations of Messrs. Bradley, Engelberg, Katz and New, as affiliates of entities that hold or held an equity 

interest in our company (discussed under Certain Relationships and Related Transactions), and determined that such 

shareholdings and affiliations did not affect the independence of these directors and nominees. 

The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director 

Independence Standards are consistent with NYSE independence standards. The Board also uses the NYSE independence 

standards in determining whether members of specific committees are independent. The Director Independence Standards are 

part of our Corporate Governance Guidelines, which are posted on our website at http://investor.kodak.com/supporting.cfm. 

The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for our 

company and to provide independent oversight of management. James V. Continenza serves as our Executive Chairman. The 

Board believes that it is appropriate to have the same person perform the roles of Chairman and principal executive officer in 

order to best oversee our company and management and provide a unified structure ensuring strong and consistent leadership.  

The Company does not have a lead independent director. Instead, in accordance with our Corporate Governance Guidelines, 

our independent directors are required to meet in executive session without management and, at each such session, an 

independent director chosen by the independent directors will preside at such executive session. 

COMMITTEES OF THE BOARD 

The Board has established an Audit and Finance Committee, Executive Compensation Committee and Corporate Governance 

and Nominating Committee. Additionally, on December 4, 2018, the Board established a temporary Special Committee to assist 

the Board with consideration of strategic transactions. The Special Committee consisted of Messrs. Burgess, Continenza and 

Doheny, Chair, and was dissolved as of May 22, 2019. We describe below the composition and functions of, and number of 

meetings held during 2019 by, each of our standing committees. 

Board Committee Membership 
(cid:3)

Director Name  
Richard Todd Bradley 
James V. Continenza (1) 
Jeffrey D. Engelberg 
George Karfunkel 
Philippe D. Katz (2) 
Jason New 
William G. Parrett 

Total Meetings in 2019 

Audit and Finance  
Committee 

Corporate Governance and 
Nominating Committee 
Member 

Executive Compensation 
Committee 
Member 

Member 
Member 

Chair 

7 

Member 
Chair 

Chair 
Member 

2 

3 

(1) Mr. Continenza served as a member of the Governance Committee and the Executive Compensation Committee until 

February 2019, when he became our Executive Chairman. 

(2) Mr. Katz joined the Board and these committees in February 2019. 

Audit and Finance Committee  

The current members of the Audit and Finance Committee are Jeffrey D. Engelberg, George Karfunkel, and William G. Parrett, 
Chair. The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The 
Board has determined that all members of the Audit and Finance Committee are independent and financially literate under NYSE 
listing standards. The Board has also determined that Mr. Parrett possesses the qualifications of an “audit committee financial 
expert,” as defined by SEC rules. 

The Audit and Finance Committee assists the Board in overseeing and making recommendations to the Board on such matters 
as: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered 
public accounting firm’s selection, compensation, retention, performance and evaluation, including assessing the firm’s 
qualifications and independence; our systems of disclosure controls and procedures and internal controls over financial 
reporting; and the performance of our internal audit function. The Audit and Finance Committee charter is posted on our website 
at http://investor.kodak.com/supporting.cfm.  

Corporate Governance and Nominating Committee  

The current members of the Governance Committee are Richard Todd Bradley, Philippe D. Katz, and Jason New, Chair. Some 
of the primary duties of the Governance Committee are to oversee our corporate governance structure, which includes the 
development of our Corporate Governance Guidelines, recommend individuals to the Board for nomination as members of the 
Board and its committees, determine director independence, lead the Board in its periodic review of Board performance and 
review “Interested Transactions” in accordance with our Related Party Transactions Policy and Procedures. The Governance 
Committee charter is posted on our website at http://investor.kodak.com/supporting.cfm.  

BOARD LEADERSHIP STRUCTURE  

Executive Compensation Committee  

The current members of the Executive Compensation Committee are Richard Todd Bradley, Philippe D. Katz, Chair, and Jason 
New, all of whom the Board has determined are independent under NYSE listing standards. 

The Executive Compensation Committee assists the Board in fulfilling its responsibilities in connection with the compensation of 
our chief executive officer and Section 16 Executive Officers, including our named executive officers. The Executive 
Compensation Committee also reviews and makes recommendations to the Board from time to time regarding compensation of 
directors, among other responsibilities. The Executive Compensation Committee charter is posted on our website at 
http://investor.kodak.com/supporting.cfm. 

In accordance with its charter, the Executive Compensation Committee may delegate authority to one or more subcommittees or 
management as it deems fit. The Executive Compensation Committee has delegated limited authority to our Chief Human 
Resources Officer to assist in the administration of executive compensation and equity-based compensation plans. Except as a 
plan may otherwise provide, the Executive Compensation Committee has authorized the Chief Human Resources Officer to 
amend any executive compensation or equity-based compensation plan in which our named executive officers participate, other 
than to materially increase the benefits accruing to a participant under the plan, increase the number of shares available for 

12 

(cid:3)

13

(cid:3)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
issuance under the plan or substantially modify the requirements as to eligibility for participation under the plans. In addition, the 
(cid:3)
Chief Human Resources Officer is authorized to amend any award agreement and related documents under the plans, other 
than to increase the benefits accruing to a participant. 

CORPORATE GOVERNANCE OVERVIEW 

Ethical business conduct and good corporate governance are well-established practices at Kodak. We practice good corporate 
governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We continually 
monitor developments in the area of corporate governance to develop and implement best practices. Strong corporate 
governance is a fundamental goal of our Board. 

Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews 
and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. Our 
Corporate Governance Guidelines are posted on our website at http://investor.kodak.com/supporting.cfm. 

BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT 

Our reputation and our brand have been built by more than a century of ethical business conduct. All of our employees, including 
the Executive Chairman, the Chief Financial Officer, the Controller, all other senior financial officers and all other Section 16 
Executive Officers, as defined under Section 16 of the Exchange Act (a Section 16 Executive Officer), are required to comply 
with our code of conduct, the “Business Conduct Guide.” We also have a Directors’ Code of Conduct. Our Business Conduct 
Guide and our Directors’ Code of Conduct are posted on our website at http://investor.kodak.com/supporting.cfm.  

GOVERNANCE PRACTICES 

Meeting Attendance 

Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, which is posted on our website 
at http://investor.kodak.com/supporting.cfm. Under this policy, all of our directors are strongly encouraged to attend all Board 
meetings and our Annual Meeting of Shareholders. In 2019, the Board held a total of 10 meetings. Each director attended more 
than 75% of the meetings of the Board and committees of the Board on which the director served. All of our then serving 
directors, except Mr. New, attended the Annual Meeting of Shareholders held on May 22, 2019. 

Executive Sessions 

Each executive session of our non-management directors is chaired by an independent director, chosen by the independent 
directors to preside at such executive session.  

Communications with Our Board 

Strategic Role of the Board 

Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an 
individual director, may send an e-mail to our Executive Chairman at chairman@kodak.com or may send a letter to our Executive 
Chairman or to the independent directors c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-
0224. Communications received will be forwarded to the Board, the independent directors as a group or the individual director as 
directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its 
business, or is similarly inappropriate. The Executive Chairman and the directors have authority to disregard any inappropriate 
communications or to take other appropriate actions with respect to any such inappropriate communications. 

Consideration of Director Candidates 

The Governance Committee will consider nominations for director candidates recommended by its members, other Board 
members, management, shareholders and the search firms it retains. The Governance Committee reviews all potential 
candidates under our Director Selection Process and Qualification Standards described below. 

Shareholders wishing to recommend candidates for consideration by the Board may do so by providing the following information, 
in writing, to the Corporate Governance and Nominating Committee of the Board, c/o Secretary, Eastman Kodak Company, 343 
State Street, Rochester, NY 14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) 
the number of shares owned, and, if such person is not a shareholder of record or if such shares are held by an entity, 
reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; 3) the 
full name, address and telephone number of the individual being recommended, together with a reasonably detailed description 
of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being 
recommended that he or she has consented to: a) serve as director if elected and b) the Company undertaking an inquiry into 
that individual’s background, experience and qualifications; 5) the disclosure of any relationship of the individual being 
recommended with the Company, whether direct or indirect; and 6) if known to the shareholder, any material interest of such 

14 

(cid:3)

15 

(cid:3)

shareholder or individual being recommended in any proposals or other business to be presented at the next annual meeting of 

shareholders (or a statement to the effect that no material interest is known to such shareholder). 

(cid:3)

Director Selection Process and Qualification Standards 

The Governance Committee is responsible for identifying, screening and recommending candidates for Board membership. 

When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the 

necessary qualifications to serve as a director. To assist it in these determinations, the Governance Committee has adopted 

Director Qualification Standards and a Director Selection Process, which are posted as part of our Corporate Governance 

Guidelines on our website at http://investor.kodak.com/supporting.cfm.  

The Director Qualification Standards specify that, in addition to any other factors described in the Company’s Corporate 

Governance Guidelines, the Board should at a minimum consider the following factors, as more fully described in our Director 

Qualification Standards, in the nomination or appointment of members of the Board: integrity, reputation, judgment, knowledge, 

experience, maturity, commitment, skills, track record, diversity (including with respect to gender, race, ethnicity and sexual 

orientation), age, independence and ownership stake. The Governance Committee, in accordance with its Director Selection 

Process, will then consider the candidate’s qualifications in light of the needs of the Board and our company at that time, given 

the then-current mix of director attributes and the Board’s projected strengths and future needs. Based on the Governance 

Committee’s results of the assessment of Board needs, they may develop a target candidate profile. As provided in our 

Corporate Governance Guidelines, the Governance Committee seeks to create a multi-disciplinary Board that, as a whole, is 

strong in both its knowledge and experience. The Governance Committee may use the services of a third-party executive search 

firm, as well as the personal network of the Board and senior management, and considers any previously recommended 

nominees when identifying and evaluating possible nominees for director. The search firm assists in identifying candidates who 

meet the skills and qualifications specified by the Governance Committee.  A list of preferred candidates is developed and 

presented to the full Board, including the Executive Chairman, for review and input.  Interest on the part of the potential 

candidate is gauged and an interview and reference check are performed.  The full Board makes a determination with respect to 

the candidate.  Candidates that are successfully elected to the Board participate in orientation sessions to familiarize them with 

our business. The Board has a mandatory retirement age of 72, unless an extension is approved by the Board, but in no event 

above age 75. In April 2020, the Board approved a waiver of the mandatory retirement age for Mr. Parrett for a one-year period. 

Although the Governance Committee does not have a formal policy regarding the consideration of diversity in the selection of 

candidates, the Governance Committee considers diversity when evaluating possible nominees under our Director Qualification 

Standards, which provide that the Board should be a diverse body, with diversity reflecting gender, ethnic background, race, 

sexual orientation, country of citizenship and professional experience. In addition, the Governance Committee and the Board 

evaluate diversity as part of the Board’s periodic evaluation process. 

The Board plays a key role in developing, reviewing and overseeing the execution of our business strategy. The Board receives 

progress reports from management throughout the year on the implementation of the strategic plan, including business segment 

performance and strategy reviews for each of our key businesses, product line reviews and presentations regarding research 

and development initiatives and our intellectual property portfolio. 

Succession Planning 

The entire Board reviews our succession plans for our Executive Chairman and other key senior management positions and 

oversees our activities in the areas of leadership and executive development. To assist the Board, management periodically 

reports to the Board on succession planning to ensure that it is a continuous and ongoing effort. 

Majority Voting for Directors 

Our By-laws provide for majority voting in uncontested director elections.  

We also maintain a Majority Vote Policy that requires a director nominee, in connection with his or her nomination to the Board, 

to submit a resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required 

majority vote in the next election and the Board accepts the resignation. The policy requires the Board to nominate for election or 

re-election as a director only those candidates who agree to execute such a letter upon his or her nomination. The Majority Vote 

Policy is posted on our website at http://investor.kodak.com/supporting.cfm. 

If a director nominee fails to receive a majority vote in an uncontested election, the Majority Vote Policy provides that the 

Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance 

Committee, in making its recommendation to the Board, and the Board, in reaching its decision, may consider relevant factors, 

including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s 

issuance under the plan or substantially modify the requirements as to eligibility for participation under the plans. In addition, the 

Chief Human Resources Officer is authorized to amend any award agreement and related documents under the plans, other 

(cid:3)

shareholder or individual being recommended in any proposals or other business to be presented at the next annual meeting of 
(cid:3)
shareholders (or a statement to the effect that no material interest is known to such shareholder). 

than to increase the benefits accruing to a participant. 

CORPORATE GOVERNANCE OVERVIEW 

Ethical business conduct and good corporate governance are well-established practices at Kodak. We practice good corporate 

governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We continually 

monitor developments in the area of corporate governance to develop and implement best practices. Strong corporate 

governance is a fundamental goal of our Board. 

Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews 

and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. Our 

Corporate Governance Guidelines are posted on our website at http://investor.kodak.com/supporting.cfm. 

BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT 

Our reputation and our brand have been built by more than a century of ethical business conduct. All of our employees, including 

the Executive Chairman, the Chief Financial Officer, the Controller, all other senior financial officers and all other Section 16 

Executive Officers, as defined under Section 16 of the Exchange Act (a Section 16 Executive Officer), are required to comply 

with our code of conduct, the “Business Conduct Guide.” We also have a Directors’ Code of Conduct. Our Business Conduct 

Guide and our Directors’ Code of Conduct are posted on our website at http://investor.kodak.com/supporting.cfm.  

GOVERNANCE PRACTICES 

Meeting Attendance 

Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, which is posted on our website 

at http://investor.kodak.com/supporting.cfm. Under this policy, all of our directors are strongly encouraged to attend all Board 

meetings and our Annual Meeting of Shareholders. In 2019, the Board held a total of 10 meetings. Each director attended more 

than 75% of the meetings of the Board and committees of the Board on which the director served. All of our then serving 

directors, except Mr. New, attended the Annual Meeting of Shareholders held on May 22, 2019. 

Each executive session of our non-management directors is chaired by an independent director, chosen by the independent 

Executive Sessions 

directors to preside at such executive session.  

Communications with Our Board 

Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an 

individual director, may send an e-mail to our Executive Chairman at chairman@kodak.com or may send a letter to our Executive 

Chairman or to the independent directors c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-

0224. Communications received will be forwarded to the Board, the independent directors as a group or the individual director as 

directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its 

business, or is similarly inappropriate. The Executive Chairman and the directors have authority to disregard any inappropriate 

communications or to take other appropriate actions with respect to any such inappropriate communications. 

Consideration of Director Candidates 

The Governance Committee will consider nominations for director candidates recommended by its members, other Board 

members, management, shareholders and the search firms it retains. The Governance Committee reviews all potential 

candidates under our Director Selection Process and Qualification Standards described below. 

Shareholders wishing to recommend candidates for consideration by the Board may do so by providing the following information, 

in writing, to the Corporate Governance and Nominating Committee of the Board, c/o Secretary, Eastman Kodak Company, 343 

State Street, Rochester, NY 14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) 

the number of shares owned, and, if such person is not a shareholder of record or if such shares are held by an entity, 

reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; 3) the 

full name, address and telephone number of the individual being recommended, together with a reasonably detailed description 

of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being 

recommended that he or she has consented to: a) serve as director if elected and b) the Company undertaking an inquiry into 

that individual’s background, experience and qualifications; 5) the disclosure of any relationship of the individual being 

recommended with the Company, whether direct or indirect; and 6) if known to the shareholder, any material interest of such 

Director Selection Process and Qualification Standards 

The Governance Committee is responsible for identifying, screening and recommending candidates for Board membership. 
When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the 
necessary qualifications to serve as a director. To assist it in these determinations, the Governance Committee has adopted 
Director Qualification Standards and a Director Selection Process, which are posted as part of our Corporate Governance 
Guidelines on our website at http://investor.kodak.com/supporting.cfm.  

The Director Qualification Standards specify that, in addition to any other factors described in the Company’s Corporate 
Governance Guidelines, the Board should at a minimum consider the following factors, as more fully described in our Director 
Qualification Standards, in the nomination or appointment of members of the Board: integrity, reputation, judgment, knowledge, 
experience, maturity, commitment, skills, track record, diversity (including with respect to gender, race, ethnicity and sexual 
orientation), age, independence and ownership stake. The Governance Committee, in accordance with its Director Selection 
Process, will then consider the candidate’s qualifications in light of the needs of the Board and our company at that time, given 
the then-current mix of director attributes and the Board’s projected strengths and future needs. Based on the Governance 
Committee’s results of the assessment of Board needs, they may develop a target candidate profile. As provided in our 
Corporate Governance Guidelines, the Governance Committee seeks to create a multi-disciplinary Board that, as a whole, is 
strong in both its knowledge and experience. The Governance Committee may use the services of a third-party executive search 
firm, as well as the personal network of the Board and senior management, and considers any previously recommended 
nominees when identifying and evaluating possible nominees for director. The search firm assists in identifying candidates who 
meet the skills and qualifications specified by the Governance Committee.  A list of preferred candidates is developed and 
presented to the full Board, including the Executive Chairman, for review and input.  Interest on the part of the potential 
candidate is gauged and an interview and reference check are performed.  The full Board makes a determination with respect to 
the candidate.  Candidates that are successfully elected to the Board participate in orientation sessions to familiarize them with 
our business. The Board has a mandatory retirement age of 72, unless an extension is approved by the Board, but in no event 
above age 75. In April 2020, the Board approved a waiver of the mandatory retirement age for Mr. Parrett for a one-year period. 

Although the Governance Committee does not have a formal policy regarding the consideration of diversity in the selection of 
candidates, the Governance Committee considers diversity when evaluating possible nominees under our Director Qualification 
Standards, which provide that the Board should be a diverse body, with diversity reflecting gender, ethnic background, race, 
sexual orientation, country of citizenship and professional experience. In addition, the Governance Committee and the Board 
evaluate diversity as part of the Board’s periodic evaluation process. 

Strategic Role of the Board 

The Board plays a key role in developing, reviewing and overseeing the execution of our business strategy. The Board receives 
progress reports from management throughout the year on the implementation of the strategic plan, including business segment 
performance and strategy reviews for each of our key businesses, product line reviews and presentations regarding research 
and development initiatives and our intellectual property portfolio. 

Succession Planning 

The entire Board reviews our succession plans for our Executive Chairman and other key senior management positions and 
oversees our activities in the areas of leadership and executive development. To assist the Board, management periodically 
reports to the Board on succession planning to ensure that it is a continuous and ongoing effort. 

Majority Voting for Directors 

Our By-laws provide for majority voting in uncontested director elections.  

We also maintain a Majority Vote Policy that requires a director nominee, in connection with his or her nomination to the Board, 
to submit a resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required 
majority vote in the next election and the Board accepts the resignation. The policy requires the Board to nominate for election or 
re-election as a director only those candidates who agree to execute such a letter upon his or her nomination. The Majority Vote 
Policy is posted on our website at http://investor.kodak.com/supporting.cfm. 

If a director nominee fails to receive a majority vote in an uncontested election, the Majority Vote Policy provides that the 
Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance 
Committee, in making its recommendation to the Board, and the Board, in reaching its decision, may consider relevant factors, 
including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s 

14 

(cid:3)

15 

(cid:3)

past and expected future contributions to us, the overall composition of the Board and whether accepting the resignation letter 
(cid:3)
would cause us to fail to comply with any applicable rule, such as the NYSE’s listing standards. 

The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision 
whether to accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter 
of resignation is not accepted by the Board within this 90-day period, the resignation will not be effective until the next annual 
meeting. 

All seven director nominees standing for election at the Annual Meeting have submitted an irrevocable letter of resignation as a 
condition of nomination pursuant to the Majority Vote Policy. 

Risk Management 

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our objectives, 
including strategic objectives, to improve long-term performance and enhance shareholder value. A fundamental part of risk 
management is not only identifying and prioritizing the risks we face and monitoring the steps management is taking to manage 
those risks, but also determining the level of risk that is appropriate for us. As an integral part of its review and approval of our 
strategic plan, the Board considers the appropriate level of risk that is acceptable. Through this process, the Board assesses risk 
throughout the Company, focusing on four primary risk categories: strategic, operational (including with respect to cybersecurity), 
legal/compliance and financial reporting. The Audit and Finance Committee is responsible for reviewing the results of our 
enterprise risk assessment on an annual basis. The Board also receives reports on management’s progress in mitigating key 
risks. 

The Board has delegated to its committees responsibility for the oversight of risk management in specific risk areas. For 
example, the committees of the Board oversee:  

•  Risk management relating to our financial reporting (including internal controls).  
•  Risk management relating to our compensation programs and awards. 
•  Risk management relating to our capital structure. 
•  Risk management relating to our insurance and pension programs.  
•  Risk management relating to cybersecurity. 

REPORT OF THE AUDIT AND FINANCE COMMITTEE  

(cid:3)

Management is responsible for our internal control over financial reporting, disclosure controls and procedures, and preparation 

of our consolidated financial statements. Our independent registered public accounting firm (independent accountants) for 2019, 

PricewaterhouseCoopers LLP (PwC), was responsible for performing an independent audit of the consolidated financial 

statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for 

issuing a report of the results. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these 

processes. 

During 2019, the Audit and Finance Committee met and held discussions with management and the independent accountants on 

a regular basis. Management represented to the Audit and Finance Committee that our consolidated financial statements were 

prepared in accordance with accounting principles generally accepted in the United States of America. The Audit and Finance 

Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with 

management and the independent accountants. 

The Audit and Finance Committee discussed with the independent accountants the matters required to be discussed under 

auditing standards established from time to time by the PCAOB and by SEC rules. The Audit and Finance Committee has 

received from the independent accountants the written disclosures and letter required by the applicable requirements of the 

PCAOB regarding the independent accountants’ communications with the Audit and Finance Committee concerning 

independence. The Audit and Finance Committee discussed with the independent accountants their independence. 

The Audit and Finance Committee also received reports from our Chief Compliance Officer on the implementation and 

effectiveness of our compliance program. 

The Audit and Finance Committee discussed with the director of internal audit and independent accountants the plans for their 

audits. The Audit and Finance Committee met with the director of internal audit and independent accountants, with and without 

management present. The director of internal audit and independent accountants discussed with or provided to the Audit and 

Finance Committee the results of their examinations, and in the case of internal audit their evaluations of our internal control over 

financial reporting, disclosure controls and procedures, and the quality of our financial reporting. 

Based on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the 

audited financial statements for inclusion in our Annual Report on Form 10-K for the year ended December 31, 2019, and the 

Board accepted the Audit and Finance Committee’s recommendations.  

The Audit and Finance Committee, with the approval of the Board and the ratification of our shareholders, appointed PwC as our 

independent accountants for 2019. In addition, the Audit and Finance Committee approved certain non-audit services provided 

by PwC and the estimated budget for those services. The Audit and Finance Committee has adopted an Audit and Non-Audit 

Services Pre-Approval Policy. 

William G. Parrett, Chair 

Jeffrey D. Engelberg 

George Karfunkel 

16

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17 

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past and expected future contributions to us, the overall composition of the Board and whether accepting the resignation letter 

would cause us to fail to comply with any applicable rule, such as the NYSE’s listing standards. 

(cid:3)

The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision 

whether to accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter 

of resignation is not accepted by the Board within this 90-day period, the resignation will not be effective until the next annual 

All seven director nominees standing for election at the Annual Meeting have submitted an irrevocable letter of resignation as a 

condition of nomination pursuant to the Majority Vote Policy. 

meeting. 

Risk Management 

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our objectives, 

including strategic objectives, to improve long-term performance and enhance shareholder value. A fundamental part of risk 

management is not only identifying and prioritizing the risks we face and monitoring the steps management is taking to manage 

those risks, but also determining the level of risk that is appropriate for us. As an integral part of its review and approval of our 

strategic plan, the Board considers the appropriate level of risk that is acceptable. Through this process, the Board assesses risk 

throughout the Company, focusing on four primary risk categories: strategic, operational (including with respect to cybersecurity), 

legal/compliance and financial reporting. The Audit and Finance Committee is responsible for reviewing the results of our 

enterprise risk assessment on an annual basis. The Board also receives reports on management’s progress in mitigating key 

risks. 

The Board has delegated to its committees responsibility for the oversight of risk management in specific risk areas. For 

example, the committees of the Board oversee:  

•  Risk management relating to our financial reporting (including internal controls).  

•  Risk management relating to our compensation programs and awards. 

•  Risk management relating to our capital structure. 

•  Risk management relating to our insurance and pension programs.  

•  Risk management relating to cybersecurity. 

REPORT OF THE AUDIT AND FINANCE COMMITTEE  
(cid:3)
Management is responsible for our internal control over financial reporting, disclosure controls and procedures, and preparation 
of our consolidated financial statements. Our independent registered public accounting firm (independent accountants) for 2019, 
PricewaterhouseCoopers LLP (PwC), was responsible for performing an independent audit of the consolidated financial 
statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for 
issuing a report of the results. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these 
processes. 

During 2019, the Audit and Finance Committee met and held discussions with management and the independent accountants on 
a regular basis. Management represented to the Audit and Finance Committee that our consolidated financial statements were 
prepared in accordance with accounting principles generally accepted in the United States of America. The Audit and Finance 
Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with 
management and the independent accountants. 

The Audit and Finance Committee discussed with the independent accountants the matters required to be discussed under 
auditing standards established from time to time by the PCAOB and by SEC rules. The Audit and Finance Committee has 
received from the independent accountants the written disclosures and letter required by the applicable requirements of the 
PCAOB regarding the independent accountants’ communications with the Audit and Finance Committee concerning 
independence. The Audit and Finance Committee discussed with the independent accountants their independence. 

The Audit and Finance Committee also received reports from our Chief Compliance Officer on the implementation and 
effectiveness of our compliance program. 

The Audit and Finance Committee discussed with the director of internal audit and independent accountants the plans for their 
audits. The Audit and Finance Committee met with the director of internal audit and independent accountants, with and without 
management present. The director of internal audit and independent accountants discussed with or provided to the Audit and 
Finance Committee the results of their examinations, and in the case of internal audit their evaluations of our internal control over 
financial reporting, disclosure controls and procedures, and the quality of our financial reporting. 

Based on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the 
audited financial statements for inclusion in our Annual Report on Form 10-K for the year ended December 31, 2019, and the 
Board accepted the Audit and Finance Committee’s recommendations.  

The Audit and Finance Committee, with the approval of the Board and the ratification of our shareholders, appointed PwC as our 
independent accountants for 2019. In addition, the Audit and Finance Committee approved certain non-audit services provided 
by PwC and the estimated budget for those services. The Audit and Finance Committee has adopted an Audit and Non-Audit 
Services Pre-Approval Policy. 

William G. Parrett, Chair 
Jeffrey D. Engelberg 
George Karfunkel 

16

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17 

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EXECUTIVE COMPENSATION 
(cid:3)
The following tables and related narrative contain information regarding the compensation paid to our named executive officers 
for our two most recently completed fiscal years (one if the individual was not a named executive officer for 2018), which ended 
on December 31, 2019 and December 31, 2018.  

Our named executive officers for 2019 are as follows: 

James V. Continenza – Executive Chairman 

Jeffrey J. Clarke - Former Chief Executive Officer 

Roger W. Byrd – General Counsel, Secretary and Senior Vice President 

David E. Bullwinkle – Chief Financial Officer, President, Eastman Business Park, and Senior Vice President 

Eric-Yves Mahe – Former President, Brand, Film and Imaging Division, and Former Senior Vice President 

Messrs. Clarke and Mahe separated from the Company effective February 20, 2019 and August 25, 2019, respectively, but are 
included as named executive officers because Mr. Clarke held the position of Chief Executive Officer during 2019 and Mr. Mahe 
would have been a named executive officer but for the fact that he was not serving as an executive officer at the end of 2019.  

SUMMARY COMPENSATION TABLE 

(3)  This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of 

forfeiture, for all stock option awards granted during each year reported. The amounts reported in this column have been 

(cid:3)

calculated in accordance with FASB ASC Topic 718. For valuation assumptions with respect to our stock option grants, please 

see Note 23 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 

2019. For 2019, Mr. Continenza received a grant of stock options upon his appointment as our Executive Chairman on 

February 20, 2019. The grant was issued in four tranches. The first tranche has an exercise price of $3.03, which was the 

closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.92. The second tranche has 

an exercise price of $4.53, with a Black-Scholes value for each option of $1.69. The third tranche has an exercise price of 

$6.03, with a Black-Scholes value for each option of $1.51. The fourth tranche has an exercise price of $12, with a Black-

Scholes value for each option of $1.09. Mr. Byrd received a grant of stock options on January 16, 2019 with an exercise price 

of $3.09, which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.95, 

which vest in substantially equal installments on the first, second and third anniversaries of the grant date. Mr. Mahe received 

a grant of stock options on April 28, 2019. The grant was issued in 4 tranches. The first tranche has an exercise price of $2.45, 

which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.61. The 

second tranche has an exercise price of $3.95, with a Black-Scholes value for each option of $1.39. The third tranche has an 

exercise price of $5.45, with a Black-Scholes value for each option of $1.24. The fourth tranche has an exercise price of $12, 

with a Black-Scholes value for each option of $0.86. These stock options were forfeited in their entirety upon his separation 

from the Company effective August 25, 2019.  

(4) The table below shows the components of the All Other Compensation column for 2019: 

Year 

2019 

2019 

2018 

Name and 
Principal 
Position 
J.V. Continenza 
Executive 
Chairman (5) 
J.J. Clarke 
Former Chief 
Executive Officer 
(6) 

R.W. Byrd 
General Counsel, 
Secretary and 
Senior Vice 
President (7) 
D.E. Bullwinkle 
Chief Financial 
Officer, President, 
Eastman Business 
Park and Senior 
Vice President 
E. Mahe 
Former President, 
Brand, Film and 
Imaging Division, 
and Former Senior 
Vice President (8) 

Salary 
($)(1) 

Stock  
Awards 
($)(2) 

Option 
Awards 
($)(3) 

Bonus 
($) 

Non-Equity 
Incentive Plan  
Comp. 
($) 

All Other 
Comp. 
($)(4) 

Total 
($) 

873,152 

0  250,003  9,580,500       

0 

12,375 

10,716,030 

Name 

J.V. Continenza (a) 

J.J. Clarke (b) 

R.W. Byrd 

D.E. Bullwinkle 

E. Mahe (c) 

Amount ($) 

12,375  

1,692,308  

0 

0 

317,985 

164,808  

996,516 

0 

0 

0  1,000,001       

0 

0 

0  1,692,308  

1,857,116  

2019 

320,820 

0  175,002 

   175,000             

2019 

458,397 

0 

0 

0    

2019 

313,422  

0 

0 

350,011     

0 

317,985  

981,418  

(7)  Mr. Byrd was appointed to the role of General Counsel, Secretary and Senior Vice President effective January 16, 2019. 

(8) Amounts shown for Mr. Mahe for 2019 were converted from Singapore dollars to U.S. dollars using a 2019 average exchange 

2018 

469,876  

0 

275,001   275,005     

0 

163,855  

 1,183,737  

0 

0 

0 

0  

1,996,517  

0 

670,822 

(b) Other compensation for Mr. Clarke is severance payments of $1,692,308. 

0 

458,397 

from Singapore dollars to U.S. dollars using a 2019 average exchange rate of 0.733151. 

(5) Mr. Continenza was appointed to the role of Executive Chairman effective February 20, 2019.  

(6) Mr. Clarke mutually agreed to terminate his employment with the Company effective February 20, 2019.  

(a) Other Compensation for Mr. Continenza is $12,375 for the legal fees we paid on his behalf pursuant to his employment 

agreement relating to the negotiation of such agreement. There was no additional compensation recognized as a result of 

the accelerated vesting of his stock options granted on February 20, 2019 in connection with the consummation of a change 

in control under his award agreements on May 24, 2019 because the closing price of a share on such date was less than 

the exercise price of the stock options. 

(c) Other compensation for Mr. Mahe includes $161,293 (SGD 220,000) paid as severance, $54,137 (SGD 73,841) paid as a 

housing allowance, $34,430 (SGD 46,962) paid out for accrued, unused vacation, $28,493 (SGD 38,864) paid as a car 

allowance, $38,181 (SGD 52,077) paid as a travel allowance, and $1,452 (SGD 1,980) in insurance premiums that the 

Company paid to provide disability and life insurance benefits to Mr. Mahe. These amounts for Mr. Mahe were converted 

NARRATIVE TO SUMMARY COMPENSATION TABLE 

rate of 0.733151. 

Base Salary 

The base salaries of our named executive officers, except for Mr. Byrd, were established as part of their employment 

agreements. The base salary for Mr. Byrd was increased to $325,000 on January 16, 2019 upon his appointment as our General 

Counsel. The base salary for Mr. Bullwinkle was previously increased to $460,000 effective November 12, 2018 upon 

acceptance of the Chief Financial Officer role. The base salary for Mr. Mahe was increased from SGD 600,000 to SGD 660,000 

on June 11, 2018 upon acceptance of the President, Brand, Film and Imaging Division role. 

Long-Term Incentive Compensation 

Upon his appointment to the position of Executive Chairman, Mr. Continenza received a grant of stock options under our 2013 

Omnibus Incentive Plan (the “Plan”) in 2019. The grant was issued in 4 tranches as follows: 

(1) This column reports the base salary paid to each of our named executive officers during each year reported. For 2019, the 

amount shown for Mr. Continenza includes $37,619 of cash fees that he received as a director prior to his appointment as our 
Executive Chairman effective February 20, 2019.  

(2) This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of 
forfeiture, for all restricted stock units (RSUs) granted during each year reported. The amounts reported in this column have 
been calculated in accordance with FASB ASC Topic 718. For 2019, prior to his appointment as our Executive Chairman, Mr. 
Continenza received a grant of RSUs for his service as a director on January 8, 2019 with a grant date fair value for each RSU 
granted of $2.84, and Mr. Byrd received a grant of RSUs on January 16, 2019 with a grant date fair value for each RSU 
granted of $3.09.  

18 

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19

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The following tables and related narrative contain information regarding the compensation paid to our named executive officers 

for our two most recently completed fiscal years (one if the individual was not a named executive officer for 2018), which ended 

EXECUTIVE COMPENSATION 

(cid:3)

on December 31, 2019 and December 31, 2018.  

Our named executive officers for 2019 are as follows: 

James V. Continenza – Executive Chairman 

Jeffrey J. Clarke - Former Chief Executive Officer 

Roger W. Byrd – General Counsel, Secretary and Senior Vice President 

David E. Bullwinkle – Chief Financial Officer, President, Eastman Business Park, and Senior Vice President 

Eric-Yves Mahe – Former President, Brand, Film and Imaging Division, and Former Senior Vice President 

Messrs. Clarke and Mahe separated from the Company effective February 20, 2019 and August 25, 2019, respectively, but are 

included as named executive officers because Mr. Clarke held the position of Chief Executive Officer during 2019 and Mr. Mahe 

would have been a named executive officer but for the fact that he was not serving as an executive officer at the end of 2019.  

SUMMARY COMPENSATION TABLE 

Salary 

($)(1) 

Stock  

Bonus 

Awards 

($) 

($)(2) 

Option 

Awards 

($)(3) 

Non-Equity 

Incentive Plan  

All Other 

Comp. 

($) 

Comp. 

($)(4) 

Total 

($) 

873,152 

0  250,003  9,580,500       

0 

12,375 

10,716,030 

164,808  

996,516 

0 

0 

0 

0 

0  1,692,308  

1,857,116  

0  1,000,001       

0  

1,996,517  

Year 

2019 

2019 

2018 

0 

0 

0 

2019 

458,397 

0 

0 

0    

0 

458,397 

Name and 

Principal 

Position 

J.V. Continenza 

Executive 

Chairman (5) 

J.J. Clarke 

Former Chief 

Executive Officer 

(6) 

R.W. Byrd 

General Counsel, 

Secretary and 

Senior Vice 

President (7) 

D.E. Bullwinkle 

Chief Financial 

Officer, President, 

Eastman Business 

Park and Senior 

Vice President 

E. Mahe 

Former President, 

Brand, Film and 

Imaging Division, 

and Former Senior 

Vice President (8) 

(3)  This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of 
(cid:3)
forfeiture, for all stock option awards granted during each year reported. The amounts reported in this column have been 
calculated in accordance with FASB ASC Topic 718. For valuation assumptions with respect to our stock option grants, please 
see Note 23 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 
2019. For 2019, Mr. Continenza received a grant of stock options upon his appointment as our Executive Chairman on 
February 20, 2019. The grant was issued in four tranches. The first tranche has an exercise price of $3.03, which was the 
closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.92. The second tranche has 
an exercise price of $4.53, with a Black-Scholes value for each option of $1.69. The third tranche has an exercise price of 
$6.03, with a Black-Scholes value for each option of $1.51. The fourth tranche has an exercise price of $12, with a Black-
Scholes value for each option of $1.09. Mr. Byrd received a grant of stock options on January 16, 2019 with an exercise price 
of $3.09, which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.95, 
which vest in substantially equal installments on the first, second and third anniversaries of the grant date. Mr. Mahe received 
a grant of stock options on April 28, 2019. The grant was issued in 4 tranches. The first tranche has an exercise price of $2.45, 
which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.61. The 
second tranche has an exercise price of $3.95, with a Black-Scholes value for each option of $1.39. The third tranche has an 
exercise price of $5.45, with a Black-Scholes value for each option of $1.24. The fourth tranche has an exercise price of $12, 
with a Black-Scholes value for each option of $0.86. These stock options were forfeited in their entirety upon his separation 
from the Company effective August 25, 2019.  

(4) The table below shows the components of the All Other Compensation column for 2019: 

Name 
J.V. Continenza (a) 
J.J. Clarke (b) 

R.W. Byrd 

D.E. Bullwinkle 

E. Mahe (c) 

Amount ($) 
12,375  
1,692,308  

0 

0 

317,985 

(a) Other Compensation for Mr. Continenza is $12,375 for the legal fees we paid on his behalf pursuant to his employment 

agreement relating to the negotiation of such agreement. There was no additional compensation recognized as a result of 
the accelerated vesting of his stock options granted on February 20, 2019 in connection with the consummation of a change 
in control under his award agreements on May 24, 2019 because the closing price of a share on such date was less than 
the exercise price of the stock options. 

2019 

320,820 

0  175,002 

   175,000             

0 

670,822 

(b) Other compensation for Mr. Clarke is severance payments of $1,692,308. 

(c) Other compensation for Mr. Mahe includes $161,293 (SGD 220,000) paid as severance, $54,137 (SGD 73,841) paid as a 
housing allowance, $34,430 (SGD 46,962) paid out for accrued, unused vacation, $28,493 (SGD 38,864) paid as a car 
allowance, $38,181 (SGD 52,077) paid as a travel allowance, and $1,452 (SGD 1,980) in insurance premiums that the 
Company paid to provide disability and life insurance benefits to Mr. Mahe. These amounts for Mr. Mahe were converted 
from Singapore dollars to U.S. dollars using a 2019 average exchange rate of 0.733151. 

(5) Mr. Continenza was appointed to the role of Executive Chairman effective February 20, 2019.  

(6) Mr. Clarke mutually agreed to terminate his employment with the Company effective February 20, 2019.  

2019 

313,422  

0 

0 

350,011     

0 

317,985  

981,418  

(7)  Mr. Byrd was appointed to the role of General Counsel, Secretary and Senior Vice President effective January 16, 2019. 

(8) Amounts shown for Mr. Mahe for 2019 were converted from Singapore dollars to U.S. dollars using a 2019 average exchange 

2018 

469,876  

0 

275,001   275,005     

0 

163,855  

 1,183,737  

(1) This column reports the base salary paid to each of our named executive officers during each year reported. For 2019, the 

amount shown for Mr. Continenza includes $37,619 of cash fees that he received as a director prior to his appointment as our 

Executive Chairman effective February 20, 2019.  

(2) This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of 

forfeiture, for all restricted stock units (RSUs) granted during each year reported. The amounts reported in this column have 

been calculated in accordance with FASB ASC Topic 718. For 2019, prior to his appointment as our Executive Chairman, Mr. 

Continenza received a grant of RSUs for his service as a director on January 8, 2019 with a grant date fair value for each RSU 

granted of $2.84, and Mr. Byrd received a grant of RSUs on January 16, 2019 with a grant date fair value for each RSU 

granted of $3.09.  

rate of 0.733151. 

NARRATIVE TO SUMMARY COMPENSATION TABLE 

Base Salary 

The base salaries of our named executive officers, except for Mr. Byrd, were established as part of their employment 
agreements. The base salary for Mr. Byrd was increased to $325,000 on January 16, 2019 upon his appointment as our General 
Counsel. The base salary for Mr. Bullwinkle was previously increased to $460,000 effective November 12, 2018 upon 
acceptance of the Chief Financial Officer role. The base salary for Mr. Mahe was increased from SGD 600,000 to SGD 660,000 
on June 11, 2018 upon acceptance of the President, Brand, Film and Imaging Division role. 

Long-Term Incentive Compensation 

Upon his appointment to the position of Executive Chairman, Mr. Continenza received a grant of stock options under our 2013 
Omnibus Incentive Plan (the “Plan”) in 2019. The grant was issued in 4 tranches as follows: 

18 

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19

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(cid:3)

•  Tranche 1 (1,150,000 stock options) has an exercise price of $3.03, which was the closing price of a share on 

2019, and February 20, 2020; provided, however, upon the consummation of a change in control under the award agreements, 

the grant date; 

•  Tranche 2 (350,000 stock options) has an exercise price of $4.53; 
•  Tranche 3 (350,000 stock options) has an exercise price of $6.03; and  
•  Tranche 4 (200,000 stock options) has an exercise price of $12.  

The vesting schedule for the stock options was as follows: (1) 50% of each tranche vested on the grant date; and (2) the 
remaining 50% of each tranche vested in four substantially equal instalments on May 20, 2019, August 20, 2019, 
November 20, 2019, and February 20, 2020. Pursuant to the terms of the award agreements, upon the consummation of 
a change in control under the Plan, any unvested options immediately become vested, provided Mr. Continenza remains 
employed through and including the consummation of such change in control. On May 24, 2019, we closed a sale of 
convertible notes that resulted in the occurrence of a change in control under the Plan. As a result, all of Mr. Continenza’s 
then unvested stock options granted on February 20, 2019 vested as of May 24, 2019. 
Pursuant to his amended and restated employment agreement, Mr. Clarke received a grant of stock options under the Plan in 
2018 with a grant date value of $1 million and an above-market exercise price of $15.00 per share, which were to vest one-third 
upon the first, second and third anniversaries of the grant date. Upon Mr. Clarke’s separation from the Company on February 20, 
2019, the first installment vested and the second and third installments were forfeited. 

Upon his appointment as our General Counsel effective January 16, 2019, Mr. Byrd received grants of equity awards under the 
Plan with a total grant date value of $350,000, with one-half of the grant date value awarded in the form of RSUs and the other 
half of the grant date value awarded in the form of stock options with an exercise price equal to the closing share price on the 
grant date, both of which vest one-third upon the first, second and third anniversaries of the grant date. 

Pursuant to his employment agreement, Mr. Mahe received grants of equity awards under the Plan in 2018 with a total grant 
date value of $350,000, with one-half of the grant date value awarded in the form of RSUs and the other half of the grant date 
value awarded in the form of stock options with an exercise price equal to the closing share price on the grant date, both of which 
vest one-third upon the first, second and third anniversaries of the grant date. Upon Mr. Mahe’s separation from the Company on 
August 25, 2019, the second installment vested immediately and the third installment was forfeited. Pursuant to his employment 
agreement, Mr. Mahe received a grant of equity in the form of stock options under the Plan in 2019 with a grant date value of 
$350,000, which were to vest upon the first, second and third anniversaries of the grant date. Upon his separation from the 
Company on August 25, 2019 this equity award was forfeited in its entirety.  

Non-Equity Incentive Compensation 

For 2019, the annual variable incentive opportunity, known as Executive Compensation for Excellence and Leadership (EXCEL), 
was suspended and none of the named executive officers received an EXCEL payment.  

Employment Agreements 

James V. Continenza 

We employ Mr. Continenza under an employment agreement effective February 20, 2019 with a scheduled term ending 
February 19, 2021. The employment agreement provides Mr. Continenza the following: 

•  An annual base salary of $1 million; 
•  Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary and a maximum of 

200% of target; 

•  An initial grant of stock options on February 20, 2019, issued in tranches as follows: 

▪  Tranche 1 (1,150,000 stock options) has an exercise price equal to the closing price of a share on the 

grant date; 

▪  Tranche 2 (350,000 stock options) has an exercise price equal to the closing price of a share on the grant 

date plus $1.50; 

▪  Tranche 3 (350,000 stock options) has an exercise price equal to the closing price of a share on the grant 

date plus $3.00; and 

▪  Tranche 4 (200,000 stock options) has an exercise price equal to $12.00; and  

•  Participation in all benefit plans, policies and arrangements that are provided to employees generally. 
The vesting schedule for the stock options was as follows: (1) 50% of each tranche vested on the grant date; and (2) the 
remaining 50% of each tranche vested in four substantially equal instalments on May 20, 2019, August 20, 2019, November 20, 

20

(cid:3)

21

(cid:3)

Plan). 

Jeffrey J. Clarke 

following: 

(cid:3)

any unvested options immediately become vested. 

The employment agreement provides that if Mr. Continenza’s employment was terminated by us for any reason other than cause 

prior to February 20, 2020, he would have been eligible to receive (less any applicable withholding): 

•   an amount equal to any remaining base salary that would have been due had the employment not been terminated 

prior to such date, and 

fully vested. 

•  any stock options which are outstanding and unvested as of the date of such termination shall immediately become 

The employment agreement further provides that if Mr. Continenza’s employment is terminated by us without cause after 

February 20, 2020, he would be eligible to receive (less any applicable withholding): 

•   any annual incentive for the fiscal year ending immediately prior to the year in which his employment was terminated 

that was forfeited upon such termination (subject to achievement of applicable performance targets consistent with the 

terms of the EXCEL Plan), and 

•   a pro-rated portion of the annual incentive that was forfeited upon termination in respect of the fiscal year in which his 

termination occurs (subject to achievement of applicable performance targets consistent with the terms of the EXCEL 

Eligibility to receive the post-termination benefits payable in connection with termination without cause after February 20, 2020 

are subject to execution of a general release and covenant not to sue in favor of us. The post-termination payments provided 

under the employment agreement are in lieu of those provided under our Termination Allowance Plan. 

We employed Mr. Clarke under an amended and restated employment agreement effective March 12, 2017 with a 

scheduled term ending March 12, 2020. The amended and restated employment agreement provided Mr. Clarke the 

•  An annual base salary of $1 million; 

200% of target; 

•  Participation in our EXCEL Plan, with an annual target opportunity of 100% of base salary and a maximum of 

•  An annual grant of stock options having an aggregate grant date fair value of $1,000,000, which vest over a 

three-year period (33.3% vests each year) and with an exercise price equal to the greater of $15 or the closing 

price of the Company’s common stock on the date of grant; 

•  A contingent cash award with a target value of $3M and vesting predicated on the achievement of Cumulative 

Cash Flow from Operations of $100M over the three-year performance period of 2017 through 2019, subject to 

Mr. Clarke’s continued employment through the end of the performance period, which was awarded in 2017; 

and 

•  Participation in all benefit plans, policies and arrangements that are provided to employees generally. 

The amended and restated employment agreement provided that if Mr. Clarke’s employment was terminated by us without 

cause or by him with good reason (including an involuntary termination within two years following a change in control), he would 

be eligible to receive (less applicable withholding): 

•  An amount equal to his base salary for the year his termination notice was given multiplied by two;  

•  Accelerated vesting of the next tranche of his stock options that would have vested had he remained employed 

through such following vesting date; and 

•  A pro rata EXCEL award for the fiscal year in which the termination occurred, if earned, as governed by the 

terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. 

Mr. Clarke became eligible to receive the foregoing severance benefits in connection with his termination of employment in 

February 2019. Eligibility to receive the severance benefits payable in connection with his termination was subject to (1) 

execution of a general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement after 

termination of employment. The severance payments provided under the amended and restated employment agreement were in 

lieu of those provided under our Termination Allowance Plan. 

Roger W. Byrd 

We provide Mr. Byrd a special severance plan pursuant to a letter agreement dated May 31, 2018. Under this letter agreement, if 

Mr. Byrd’s employment is terminated without cause, he would be eligible to receive (less applicable withholding) an amount 

 
 
•  Tranche 1 (1,150,000 stock options) has an exercise price of $3.03, which was the closing price of a share on 

(cid:3)

the grant date; 

•  Tranche 2 (350,000 stock options) has an exercise price of $4.53; 

•  Tranche 3 (350,000 stock options) has an exercise price of $6.03; and  

•  Tranche 4 (200,000 stock options) has an exercise price of $12.  

The vesting schedule for the stock options was as follows: (1) 50% of each tranche vested on the grant date; and (2) the 

remaining 50% of each tranche vested in four substantially equal instalments on May 20, 2019, August 20, 2019, 

November 20, 2019, and February 20, 2020. Pursuant to the terms of the award agreements, upon the consummation of 

a change in control under the Plan, any unvested options immediately become vested, provided Mr. Continenza remains 

employed through and including the consummation of such change in control. On May 24, 2019, we closed a sale of 

convertible notes that resulted in the occurrence of a change in control under the Plan. As a result, all of Mr. Continenza’s 

then unvested stock options granted on February 20, 2019 vested as of May 24, 2019. 

Pursuant to his amended and restated employment agreement, Mr. Clarke received a grant of stock options under the Plan in 

2018 with a grant date value of $1 million and an above-market exercise price of $15.00 per share, which were to vest one-third 

upon the first, second and third anniversaries of the grant date. Upon Mr. Clarke’s separation from the Company on February 20, 

2019, the first installment vested and the second and third installments were forfeited. 

Upon his appointment as our General Counsel effective January 16, 2019, Mr. Byrd received grants of equity awards under the 

Plan with a total grant date value of $350,000, with one-half of the grant date value awarded in the form of RSUs and the other 

half of the grant date value awarded in the form of stock options with an exercise price equal to the closing share price on the 

grant date, both of which vest one-third upon the first, second and third anniversaries of the grant date. 

Pursuant to his employment agreement, Mr. Mahe received grants of equity awards under the Plan in 2018 with a total grant 

date value of $350,000, with one-half of the grant date value awarded in the form of RSUs and the other half of the grant date 

value awarded in the form of stock options with an exercise price equal to the closing share price on the grant date, both of which 

vest one-third upon the first, second and third anniversaries of the grant date. Upon Mr. Mahe’s separation from the Company on 

August 25, 2019, the second installment vested immediately and the third installment was forfeited. Pursuant to his employment 

agreement, Mr. Mahe received a grant of equity in the form of stock options under the Plan in 2019 with a grant date value of 

$350,000, which were to vest upon the first, second and third anniversaries of the grant date. Upon his separation from the 

Company on August 25, 2019 this equity award was forfeited in its entirety.  

Non-Equity Incentive Compensation 

For 2019, the annual variable incentive opportunity, known as Executive Compensation for Excellence and Leadership (EXCEL), 

was suspended and none of the named executive officers received an EXCEL payment.  

Employment Agreements 

James V. Continenza 

We employ Mr. Continenza under an employment agreement effective February 20, 2019 with a scheduled term ending 

February 19, 2021. The employment agreement provides Mr. Continenza the following: 

•  An annual base salary of $1 million; 

200% of target; 

•  Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary and a maximum of 

•  An initial grant of stock options on February 20, 2019, issued in tranches as follows: 

▪  Tranche 1 (1,150,000 stock options) has an exercise price equal to the closing price of a share on the 

▪  Tranche 2 (350,000 stock options) has an exercise price equal to the closing price of a share on the grant 

▪  Tranche 3 (350,000 stock options) has an exercise price equal to the closing price of a share on the grant 

grant date; 

date plus $1.50; 

date plus $3.00; and 

▪  Tranche 4 (200,000 stock options) has an exercise price equal to $12.00; and  

•  Participation in all benefit plans, policies and arrangements that are provided to employees generally. 

2019, and February 20, 2020; provided, however, upon the consummation of a change in control under the award agreements, 
(cid:3)
any unvested options immediately become vested. 

The employment agreement provides that if Mr. Continenza’s employment was terminated by us for any reason other than cause 
prior to February 20, 2020, he would have been eligible to receive (less any applicable withholding): 

•   an amount equal to any remaining base salary that would have been due had the employment not been terminated 

prior to such date, and 

•  any stock options which are outstanding and unvested as of the date of such termination shall immediately become 

fully vested. 

The employment agreement further provides that if Mr. Continenza’s employment is terminated by us without cause after 
February 20, 2020, he would be eligible to receive (less any applicable withholding): 

•   any annual incentive for the fiscal year ending immediately prior to the year in which his employment was terminated 

that was forfeited upon such termination (subject to achievement of applicable performance targets consistent with the 
terms of the EXCEL Plan), and 

•   a pro-rated portion of the annual incentive that was forfeited upon termination in respect of the fiscal year in which his 
termination occurs (subject to achievement of applicable performance targets consistent with the terms of the EXCEL 
Plan). 

Eligibility to receive the post-termination benefits payable in connection with termination without cause after February 20, 2020 
are subject to execution of a general release and covenant not to sue in favor of us. The post-termination payments provided 
under the employment agreement are in lieu of those provided under our Termination Allowance Plan. 

Jeffrey J. Clarke 

We employed Mr. Clarke under an amended and restated employment agreement effective March 12, 2017 with a 
scheduled term ending March 12, 2020. The amended and restated employment agreement provided Mr. Clarke the 
following: 

•  An annual base salary of $1 million; 
•  Participation in our EXCEL Plan, with an annual target opportunity of 100% of base salary and a maximum of 

200% of target; 

•  An annual grant of stock options having an aggregate grant date fair value of $1,000,000, which vest over a 

three-year period (33.3% vests each year) and with an exercise price equal to the greater of $15 or the closing 
price of the Company’s common stock on the date of grant; 

•  A contingent cash award with a target value of $3M and vesting predicated on the achievement of Cumulative 
Cash Flow from Operations of $100M over the three-year performance period of 2017 through 2019, subject to 
Mr. Clarke’s continued employment through the end of the performance period, which was awarded in 2017; 
and 

•  Participation in all benefit plans, policies and arrangements that are provided to employees generally. 

The amended and restated employment agreement provided that if Mr. Clarke’s employment was terminated by us without 
cause or by him with good reason (including an involuntary termination within two years following a change in control), he would 
be eligible to receive (less applicable withholding): 

•  An amount equal to his base salary for the year his termination notice was given multiplied by two;  
•  Accelerated vesting of the next tranche of his stock options that would have vested had he remained employed 

through such following vesting date; and 

•  A pro rata EXCEL award for the fiscal year in which the termination occurred, if earned, as governed by the 

terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. 

Mr. Clarke became eligible to receive the foregoing severance benefits in connection with his termination of employment in 
February 2019. Eligibility to receive the severance benefits payable in connection with his termination was subject to (1) 
execution of a general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement after 
termination of employment. The severance payments provided under the amended and restated employment agreement were in 
lieu of those provided under our Termination Allowance Plan. 

Roger W. Byrd 

The vesting schedule for the stock options was as follows: (1) 50% of each tranche vested on the grant date; and (2) the 

remaining 50% of each tranche vested in four substantially equal instalments on May 20, 2019, August 20, 2019, November 20, 

We provide Mr. Byrd a special severance plan pursuant to a letter agreement dated May 31, 2018. Under this letter agreement, if 
Mr. Byrd’s employment is terminated without cause, he would be eligible to receive (less applicable withholding) an amount 

20

(cid:3)

21

(cid:3)

 
 
Tax-Qualified Retirement Plans  

(cid:3)

Employees’ Savings and Investment Plan (SIP) 

We offer a tax-qualified 401(k) defined contribution plan known as the Employees’ Savings and Investment Plan (SIP) for all U.S. 

employees. Employer contributions to SIP were frozen as of January 1, 2015.  

Kodak Retirement Income Plan (KRIP) 

We fund a tax-qualified defined benefit pension plan known as the Kodak Retirement Income Plan (KRIP) for all U.S. employees. 

Effective January 1, 2000, we amended KRIP to include a cash balance component. KRIP’s cash balance component covers 

employees hired before March 1, 1999 who elected that coverage and all new U.S. employees hired on or after March 1, 1999.  

On January 1, 2015, we froze all benefit accruals in the traditional component of KRIP for all participants. Beginning on that date, 

all future accruals in KRIP are made under the cash balance component for all participating employees in an amount equal to 

7%, for non-exempt employees, and 8%, for exempt employees, of the employee’s monthly pay, which was previously 4% for 

cash balance participants.  

Cash Balance Component 

Under KRIP’s cash balance component, a hypothetical account is established for each participating employee and, for every 

month the employee works, the employee’s account is credited with an amount equal to 7% or 8%, as applicable, of the 

employee’s monthly pay (i.e., base salary and EXCEL awards, including allowances in lieu of salary for authorized periods of 

absence, such as illness, vacation or holidays). In addition, the ongoing balance of the employee’s account earns interest at the 

30 year Treasury bond rate. Employees rights under the cash balance component are fully vested. Benefits under the cash 

balance component are payable upon normal retirement (age 65), termination or death. Participants in the cash balance 

component of the plan may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a 

straight life annuity. 

Non-Qualified Deferred Compensation 

Except for Mr. Continenza, none of our named executive officers have non-qualified deferred compensation. 

Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors 

to defer some or all of their Board Retainer and RSU awards into a phantom stock account. 

Mr. Continenza received a grant of 88,029 RSUs on January 8, 2019 for his service as a director and prior to his appointment as 

our Executive Chairman, all of which were deferred under this plan. 

equal to his annual base salary. Eligibility to receive the severance benefits payable in connection with termination without cause 
(cid:3)
is subject to execution of a general release and covenant not to sue in favor of us.  

David E. Bullwinkle 

We employ Mr. Bullwinkle under an employment agreement effective June 20, 2016 with no scheduled term ending date. Under 
this employment agreement, Mr. Bullwinkle is eligible for the following: 

•  An annual base salary of $400,000, which the Committee increased to $460,000 effective November 12, 2018; 
•  Participation in our EXCEL Plan with an annual target opportunity of 65% of base salary and a maximum of 

200% of target; 

•  An initial grant of equity having an aggregate grant date fair value of $600,000; and 
•  Participation in all benefit plans, policies and arrangements that are provided to employees generally. 

The employment agreement provides that if Mr. Bullwinkle’s employment is terminated by us without cause or by him with good 
reason, he will be eligible to receive (less applicable withholding): 

•  An amount equal to his annual base salary;  
•  Continued vesting of his equity grants in accordance with the terms of such awards; and 
•  Eligibility for an EXCEL award for the fiscal year in which the termination occurs, if earned, as governed by the 

terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. 

The employment agreement provides that in the event that Mr. Bullwinkle’s employment is terminated due to his disability or 
death, he or his estate, as applicable, will be eligible to receive (less applicable withholding) continued vesting of his equity 
awards in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the 
EXCEL Plan and applicable Administrative Guide or Award Notice. 

Eligibility to receive the severance benefits payable in connection with termination without cause or with good reason is subject 
to (1) execution of a general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement 
after termination of employment. The severance payments provided under the employment agreement are in lieu of those 
provided under our Termination Allowance Plan. 

Eric-Yves Mahe   

We employed Mr. Mahe under an employment agreement effective April 28, 2014 with no scheduled term ending date. Under 
this employment agreement, Mr. Mahe was eligible for the following:  

•  An annual base salary of SGD 600,000, which the Executive Compensation Committee increased to SGD 

660,000 in June 2018; 

•  Participation in our EXCEL Plan, with an annual target opportunity of 50% of base salary, which the Executive 

Compensation Committee increased to 60% in June 2018, and a maximum of 200% of target;  

•  A grant of restricted stock units and stock options having an aggregate grant date fair value of $250,000, which 

the Executive Compensation Committee increased to $350,000 beginning in 2016; 

•  A housing allowance and travel expenses under local Singapore practice; and 
•  Participation in all benefit plans, policies and arrangements that are provided to employees under local 

Singapore practice. 

The employment agreement provided that if Mr. Mahe’s employment was terminated by us without cause or by him with good 
reason, he would be eligible to receive (less applicable withholding): 

•  An amount equal to his annual base salary; and 
•  Eligibility for an EXCEL award for the fiscal year in which the termination occurs, if earned, as governed by the 

terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. 

Mr. Mahe became eligible to receive the foregoing severance benefits in connection with his termination of employment in 
August 2019. Eligibility to receive the severance benefits payable in connection with termination was subject to (1) execution of a 
general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement after termination of 
employment. 

22

(cid:3)

23

(cid:3)

 
 
 
 
Tax-Qualified Retirement Plans  
(cid:3)
Employees’ Savings and Investment Plan (SIP) 

We offer a tax-qualified 401(k) defined contribution plan known as the Employees’ Savings and Investment Plan (SIP) for all U.S. 
employees. Employer contributions to SIP were frozen as of January 1, 2015.  

Kodak Retirement Income Plan (KRIP) 

We fund a tax-qualified defined benefit pension plan known as the Kodak Retirement Income Plan (KRIP) for all U.S. employees. 
Effective January 1, 2000, we amended KRIP to include a cash balance component. KRIP’s cash balance component covers 
employees hired before March 1, 1999 who elected that coverage and all new U.S. employees hired on or after March 1, 1999.  

On January 1, 2015, we froze all benefit accruals in the traditional component of KRIP for all participants. Beginning on that date, 
all future accruals in KRIP are made under the cash balance component for all participating employees in an amount equal to 
7%, for non-exempt employees, and 8%, for exempt employees, of the employee’s monthly pay, which was previously 4% for 
cash balance participants.  

Cash Balance Component 

Under KRIP’s cash balance component, a hypothetical account is established for each participating employee and, for every 
month the employee works, the employee’s account is credited with an amount equal to 7% or 8%, as applicable, of the 
employee’s monthly pay (i.e., base salary and EXCEL awards, including allowances in lieu of salary for authorized periods of 
absence, such as illness, vacation or holidays). In addition, the ongoing balance of the employee’s account earns interest at the 
30 year Treasury bond rate. Employees rights under the cash balance component are fully vested. Benefits under the cash 
balance component are payable upon normal retirement (age 65), termination or death. Participants in the cash balance 
component of the plan may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a 
straight life annuity. 

Non-Qualified Deferred Compensation 

Except for Mr. Continenza, none of our named executive officers have non-qualified deferred compensation. 

Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors 
to defer some or all of their Board Retainer and RSU awards into a phantom stock account. 

Mr. Continenza received a grant of 88,029 RSUs on January 8, 2019 for his service as a director and prior to his appointment as 
our Executive Chairman, all of which were deferred under this plan. 

equal to his annual base salary. Eligibility to receive the severance benefits payable in connection with termination without cause 

is subject to execution of a general release and covenant not to sue in favor of us.  

(cid:3)

David E. Bullwinkle 

We employ Mr. Bullwinkle under an employment agreement effective June 20, 2016 with no scheduled term ending date. Under 

this employment agreement, Mr. Bullwinkle is eligible for the following: 

•  An annual base salary of $400,000, which the Committee increased to $460,000 effective November 12, 2018; 

•  Participation in our EXCEL Plan with an annual target opportunity of 65% of base salary and a maximum of 

200% of target; 

•  An initial grant of equity having an aggregate grant date fair value of $600,000; and 

•  Participation in all benefit plans, policies and arrangements that are provided to employees generally. 

The employment agreement provides that if Mr. Bullwinkle’s employment is terminated by us without cause or by him with good 

reason, he will be eligible to receive (less applicable withholding): 

•  An amount equal to his annual base salary;  

•  Continued vesting of his equity grants in accordance with the terms of such awards; and 

•  Eligibility for an EXCEL award for the fiscal year in which the termination occurs, if earned, as governed by the 

terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. 

The employment agreement provides that in the event that Mr. Bullwinkle’s employment is terminated due to his disability or 

death, he or his estate, as applicable, will be eligible to receive (less applicable withholding) continued vesting of his equity 

awards in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the 

EXCEL Plan and applicable Administrative Guide or Award Notice. 

Eligibility to receive the severance benefits payable in connection with termination without cause or with good reason is subject 

to (1) execution of a general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement 

after termination of employment. The severance payments provided under the employment agreement are in lieu of those 

provided under our Termination Allowance Plan. 

Eric-Yves Mahe   

We employed Mr. Mahe under an employment agreement effective April 28, 2014 with no scheduled term ending date. Under 

this employment agreement, Mr. Mahe was eligible for the following:  

•  An annual base salary of SGD 600,000, which the Executive Compensation Committee increased to SGD 

660,000 in June 2018; 

•  Participation in our EXCEL Plan, with an annual target opportunity of 50% of base salary, which the Executive 

Compensation Committee increased to 60% in June 2018, and a maximum of 200% of target;  

•  A grant of restricted stock units and stock options having an aggregate grant date fair value of $250,000, which 

the Executive Compensation Committee increased to $350,000 beginning in 2016; 

•  A housing allowance and travel expenses under local Singapore practice; and 

•  Participation in all benefit plans, policies and arrangements that are provided to employees under local 

Singapore practice. 

The employment agreement provided that if Mr. Mahe’s employment was terminated by us without cause or by him with good 

reason, he would be eligible to receive (less applicable withholding): 

•  An amount equal to his annual base salary; and 

•  Eligibility for an EXCEL award for the fiscal year in which the termination occurs, if earned, as governed by the 

terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. 

Mr. Mahe became eligible to receive the foregoing severance benefits in connection with his termination of employment in 

August 2019. Eligibility to receive the severance benefits payable in connection with termination was subject to (1) execution of a 

general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement after termination of 

employment. 

22

(cid:3)

23

(cid:3)

 
 
 
 
OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR-END TABLE (1) 
(cid:3)
The following table sets forth additional information concerning equity awards held by our named executive officers as of  
December 31, 2019. 

Option Awards 

Stock Awards 

Name 

J.V. Continenza 

J.J. Clarke 

Number of 
Securities 
Underlying 
Unexercised 
Options (#) 
Unexercisable 

Number of 
Securities 
Underlying 
Unexercised 
Options (#) 
Exercisable 
1,150,000(4)      
350,000(4)     
350,000(4)     
200,000(4)     

144,927(6)     
185,184(7)          
   229,358           
     152,207                 
     114,943          

Option 
Exercise 
Price 
($) 

Option 
Expiration 
Date 

3.03 
4.53 
6.03 
12.00 

02/19/2026 
02/19/2026 
02/19/2026 
02/19/2026 

15.00   03/11/2025  
15.00   03/11/2024  
10.19   03/11/2023  
18.46   03/11/2022  
27.20   03/11/2021  

R.W. Byrd 

       20,304     

89,744(8) 
10,153(9) 

3.09 
12.50 

01/15/2026 
09/13/2024 

D.E. Bullwinkle 

E. Mahe 

        24,005     
      236,887     
        45,942     
          7,965     
          5,349     
          5,805     

20,140(13) 
35,896(14) 
39,683(15)  
33,461  
7,003  
17,508  

48,012(11) 
118,443(9) 

3.90 
12.50 
16.24 
13.76 
20.25 
23.78 

12/03/2025 
09/13/2024 
06/30/2023 
09/02/2022 
12/14/2021 
09/02/2021 

5.20  
5.10  
11.00  
12.32  
17.95  
20.44  

6/20/2025  
4/27/2025  
4/27/2024  
4/27/2023  
05/11/2022  
4/27/2022  

Equity 
Incentive 
Plan 
Awards: 
Number of 
Unearned 
Shares, 
Units or 
Other Rights 
that Have 
Not Vested 
(#) 

Equity Incentive 
Plan Awards: 
Market or Payout 
Value of 
Unearned 
Shares, Units or 
Other Rights that 
Have Not Vested 
($) 

Number of 
Shares or Units 
of Stock Held 
that Have Not 
Vested 
(#)(2) 

Market Value 
of Shares or 
Units of Stock 
Held that Have 
Not Vested 
($)(3) 

88,029(5)     

409,335    

56,635(10)     

263,353     

installment was forfeited. 

29,915(12)     

139,105     

(cid:3)

consummation of such change in control. On May 24, 2019, we closed a sale of convertible notes that resulted in the 

occurrence of a change in control under the award agreements. As a result, all of Mr. Continenza’s then unvested stock 

options granted on February 20, 2019 vested in full on May 24, 2019.  

(5) These RSUs were granted on January 8, 2019 and vested on the first anniversary of the grant date. 

(6) This stock option was granted on March 12, 2018 and was to vest in substantially equal installments on the first, second and      

third anniversaries of the grant date. Pursuant to his amended and restated employment agreement, upon Mr. Clarke’s 

termination of employment on February 20, 2019, the first installment immediately vested and the second and third 

installments were forfeited. 

(7) This stock option was granted on March 30, 2017 and the first of three substantially equal installments vested on 

March 12, 2018, the second installment was to vest on March 12, 2019, and the third installment was to vest on March 12, 

2020. Pursuant to his amended and restated employment agreement and his separation agreement, upon Mr. Clarke’s 

termination of employment on February 20, 2019, the second installment immediately vested and the third installment was 

forfeited. 

anniversaries of the grant date.  

(8) This stock option was granted January 16, 2019 and will vest in substantially equal installments on the first, second and third 

(9)  This stock option was granted on September 14, 2017 and the first two of three substantially equal installments vested on 

September 14, 2018 and September 14, 2019, and the third installment will vest on the third anniversary of the grant date. 

(10) These RSUs were granted on January 16, 2019 and will vest in substantially equal installments on the first, second and third 

anniversaries of the grant date. 

(11) This stock option was granted on December 4, 2018 and the first of three substantially equal installments vested on December 

4, 2019. The second and third installments will vest on the second and third anniversaries of the grant date.  

(12) These RSUs were granted on December 4, 2018 and the first of three substantially equal installments vested on September 3, 

2019. The second and third installments will vest on September 3, 2020 and September 3, 2021. 

(13) This stock option was granted on June 11, 2018 and the first of three substantially equal installments vested on June 11,2019. 

Upon Mr. Mahe’s termination of employment on August 25, 2019, the second installment immediately vested and the third 

installment was forfeited. 

(14) This stock option was granted on April 28, 2018 and the first of three substantially equal installments vested on April 28, 2019. 

Upon Mr. Mahe’s termination of employment on August 25, 2019, the second installment immediately vested and the third 

(15) This stock option was granted on April 28, 2017 and the first two of three substantially equal installments vested on April 28, 

2018 and April 28, 2019. Upon Mr. Mahe’s termination of employment on August 25, 2019, the third installment immediately 

vested. 

 (1) This table includes only those awards outstanding as of December 31, 2019. 

 (2) This column represents outstanding awards of RSUs. 

 (3) The market value of shares, units or other rights that have not vested was calculated using a stock price of $4.65, which was 

the closing price of our common stock as of December 31, 2019, the last trading day of the year. 

 (4) This stock option was granted on February 20, 2019 in four tranches with separate exercise prices. Fifty percent of each 

tranche vested on the grant date and the first of four substantially equal installments of the remaining 50% of each tranche 
vested on May 20, 2019. Pursuant to the terms of the award agreements, upon the consummation of a change in control, any 
unvested options immediately become vested, provided Mr. Continenza remains employed through and including the 

24

(cid:3)

25

(cid:3)

 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
  
  
 
 
  
  
 
 
  
 
  
  
                                 
 
 
  
  
 
 
  
  
 
 
  
  
  
 
 
  
  
  
 
 
  
  
  
 
 
  
  
  
 
 
  
  
  
  
                           
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
 
OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR-END TABLE (1) 

(cid:3)

The following table sets forth additional information concerning equity awards held by our named executive officers as of  

December 31, 2019. 

Name 

Option Awards 

Stock Awards 

Equity 

Incentive 

Plan 

Awards: 

Equity Incentive 

Number of 

Plan Awards: 

Unearned 

Market or Payout 

Number of 

Securities 

Underlying 

Number of 

Securities 

Underlying 

Option 

Unexercised 

Unexercised 

Exercise 

Option 

Options (#) 

Options (#) 

Price 

Expiration 

Exercisable 

Unexercisable 

($) 

Date 

Number of 

Market Value 

Shares or Units 

of Shares or 

Shares, 

Units or 

Value of 

Unearned 

of Stock Held 

Units of Stock 

Other Rights 

Shares, Units or 

that Have Not 

Held that Have 

that Have 

Other Rights that 

Vested 

(#)(2) 

Not Vested 

Not Vested 

Have Not Vested 

($)(3) 

(#) 

($) 

J.J. Clarke 

88,029(5)     

409,335    

J.V. Continenza 

1,150,000(4)      

350,000(4)     

350,000(4)     

200,000(4)     

144,927(6)     

185,184(7)          

   229,358           

     152,207                 

     114,943          

R.W. Byrd 

       20,304     

89,744(8) 

10,153(9) 

3.09 

01/15/2026 

12.50 

09/13/2024 

D.E. Bullwinkle 

        24,005     

48,012(11) 

118,443(9) 

56,635(10)     

263,353     

E. Mahe 

29,915(12)     

139,105     

      236,887     

        45,942     

          7,965     

          5,349     

          5,805     

20,140(13) 

35,896(14) 

39,683(15)  

33,461  

7,003  

17,508  

3.03 

4.53 

6.03 

02/19/2026 

02/19/2026 

02/19/2026 

12.00 

02/19/2026 

15.00   03/11/2025  

15.00   03/11/2024  

10.19   03/11/2023  

18.46   03/11/2022  

27.20   03/11/2021  

3.90 

12/03/2025 

12.50 

09/13/2024 

16.24 

06/30/2023 

13.76 

09/02/2022 

20.25 

12/14/2021 

23.78 

09/02/2021 

5.20  

5.10  

11.00  

12.32  

6/20/2025  

4/27/2025  

4/27/2024  

4/27/2023  

17.95  

05/11/2022  

20.44  

4/27/2022  

24

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 (1) This table includes only those awards outstanding as of December 31, 2019. 

 (2) This column represents outstanding awards of RSUs. 

 (3) The market value of shares, units or other rights that have not vested was calculated using a stock price of $4.65, which was 

the closing price of our common stock as of December 31, 2019, the last trading day of the year. 

 (4) This stock option was granted on February 20, 2019 in four tranches with separate exercise prices. Fifty percent of each 

tranche vested on the grant date and the first of four substantially equal installments of the remaining 50% of each tranche 

vested on May 20, 2019. Pursuant to the terms of the award agreements, upon the consummation of a change in control, any 

unvested options immediately become vested, provided Mr. Continenza remains employed through and including the 

(cid:3)

consummation of such change in control. On May 24, 2019, we closed a sale of convertible notes that resulted in the 
occurrence of a change in control under the award agreements. As a result, all of Mr. Continenza’s then unvested stock 
options granted on February 20, 2019 vested in full on May 24, 2019.  

(5) These RSUs were granted on January 8, 2019 and vested on the first anniversary of the grant date. 

(6) This stock option was granted on March 12, 2018 and was to vest in substantially equal installments on the first, second and      

third anniversaries of the grant date. Pursuant to his amended and restated employment agreement, upon Mr. Clarke’s 
termination of employment on February 20, 2019, the first installment immediately vested and the second and third 
installments were forfeited. 

(7) This stock option was granted on March 30, 2017 and the first of three substantially equal installments vested on 

March 12, 2018, the second installment was to vest on March 12, 2019, and the third installment was to vest on March 12, 
2020. Pursuant to his amended and restated employment agreement and his separation agreement, upon Mr. Clarke’s 
termination of employment on February 20, 2019, the second installment immediately vested and the third installment was 
forfeited. 

(8) This stock option was granted January 16, 2019 and will vest in substantially equal installments on the first, second and third 

anniversaries of the grant date.  

(9)  This stock option was granted on September 14, 2017 and the first two of three substantially equal installments vested on 
September 14, 2018 and September 14, 2019, and the third installment will vest on the third anniversary of the grant date. 

(10) These RSUs were granted on January 16, 2019 and will vest in substantially equal installments on the first, second and third 

anniversaries of the grant date. 

(11) This stock option was granted on December 4, 2018 and the first of three substantially equal installments vested on December 

4, 2019. The second and third installments will vest on the second and third anniversaries of the grant date.  

(12) These RSUs were granted on December 4, 2018 and the first of three substantially equal installments vested on September 3, 

2019. The second and third installments will vest on September 3, 2020 and September 3, 2021. 

(13) This stock option was granted on June 11, 2018 and the first of three substantially equal installments vested on June 11,2019. 
Upon Mr. Mahe’s termination of employment on August 25, 2019, the second installment immediately vested and the third 
installment was forfeited. 

(14) This stock option was granted on April 28, 2018 and the first of three substantially equal installments vested on April 28, 2019. 
Upon Mr. Mahe’s termination of employment on August 25, 2019, the second installment immediately vested and the third 
installment was forfeited. 

(15) This stock option was granted on April 28, 2017 and the first two of three substantially equal installments vested on April 28, 
2018 and April 28, 2019. Upon Mr. Mahe’s termination of employment on August 25, 2019, the third installment immediately 
vested. 

25

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DIRECTOR COMPENSATION 
(cid:3)
Introduction 

Historically, our directors have been compensated through a combination of cash retainers and equity, except for Mr. New. We 
do not pay employee directors for Board service in addition to their regular employee compensation.  

Except for the Special Committee Fee, the Board and Chair Retainers for our non-employee directors under the terms approved 
on August 11, 2015, which were based on the recommendation of our compensation consultant, are as shown below (subject to 
proration based on length of service as a director). The Board approved the fees for the Special Committee at its meeting on 
January 7, 2019. Except for Mr. New, beginning in the third quarter of 2019, 75% of each director’s cash retainer and fees was 
paid in RSUs with immediate vesting.  

Director Compensation Schedule 

The following table reflects the amounts to be paid or granted to directors for a full year of service, and not the amounts actually 
granted, which are reflected in the 2019 Director Compensation Table below, and in the case of Mr. Continenza, in the 
“Summary Compensation Table” above. 

Cash Retainer ($) 

Committee 
Chair/Board Chair 
Fee ($) 

Equity Value ($) 

Richard Todd Bradley 

100,000      

Mark S. Burgess (1) 

100,000 

James V. Continenza (2) 

100,000 

Matthew A. Doheny (3) 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe D. Katz (4) 

Jason New 

William G. Parrett 

100,000 

100,000 

100,000 

100,000 

180,000 

100,000 

— 

20,000 

50,000 

— 

— 

— 

20,000 

20,000 

20,000 

150,000 

150,000 

250,000 

150,000 

150,000 

150,000 

150,000 

— 

150,000 

(1)  Mr. Burgess ceased being a member of the Board effective May 22, 2019. 

(2)  Mr. Continenza became our Executive Chairman effective February 20, 2019. Refer to the “Summary Compensation Table” 

above for compensation earned by Mr. Continenza in 2019 as a member of the Board.  

(3)  Mr. Doheny ceased being a member of the Board effective May 22, 2019. 

(4)  Mr. Katz was appointed to the Board on February 20, 2019 and was appointed Chair of the Executive Compensation 

Committee effective May 22, 2019. 

2019 Director Compensation Table 

(cid:3)

Our non-employee directors received the following compensation in 2019: 

Name 

Richard Todd Bradley 

Mark S. Burgess (2) 

Matthew A. Doheny (3) 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe D. Katz (4) 

Jason New 

William G. Parrett 

Fees Earned or 

Paid in Cash ($) 

Stock Awards ($)(1) 

  62,500  

  97,143 

101,786 

  62,500  

  62,500  

  53,309 

200,000 

(5) 

  75,000  

187,503 

150,003 

150,003 

187,503  

187,503  

  45,000 

          0 

195,003  

Total ($) 

250,003 

247,146  

251,789  

250,003 

250,003 

  98,309 

200,000  

270,003 

(1)  Pursuant to the previous determination of the Board of Directors that annual director grants be made on the fifth trading day of 

each calendar year commencing with 2016, the 2019 equity awards were granted effective January 8, 2019 as RSUs and 

vested after one year. Except for Mr. New, beginning in the third quarter of 2019, 75% of each director’s cash retainer and 

fees were paid in RSUs with immediate vesting. As a result, Messrs. Bradley, Engelberg and Karfunkel each received a grant 

of RSUs equal to $18,750 on October 31, 2019 and $18,750 on December 31, 2019, and Messrs. Katz and Parrett each 

received a grant of RSUs equal to $22,500 on October 31, 2019 and $22,500 on December 31, 2019. The amounts reported 

in this column have been calculated in accordance with FASB ASC Topic 718.  

 (2) Mr. Burgess ceased to be a member of the Board effective May 22, 2019. The amounts shown for him are the cash fees he 

received prior to his departure, which include $60,000 in fees for his service on the Special Committee. 

(3) Mr. Doheny ceased to be a member of the Board effective May 22, 2019. The amounts shown for him are the cash fees he 

received prior to his departure, which include $75,000 in fees for his service as the Chair of the Special Committee. 

(4) Mr. Katz was appointed to the Board on February 20, 2019. The amount shown for him is the cash fees he received after his 

appointment.  

(5) Mr. New was paid the retainer he earned for his services provided during the fourth quarter of 2019 in January 2020. 

Aggregate Stock and Option Awards Outstanding at Fiscal Year End 

Restricted Stock Units 

Stock Options 

Unvested (#) 

Vested (#) 

Name 

Richard Todd Bradley 

Mark S. Burgess 

Matthew A. Doheny 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe Katz 

Jason New 

William G. Parrett 

Unvested (#) 

52,817  

 52,817  

52,817  

0  

0  

0 

0 

Vested (#) 

59,524 

143,237  (1) 

142,367  (2) 

59,524 

100,686 

13,362 

0 

52,817  

107,949 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

(1) Upon ceasing to be a member of the Board effective May 22, 2019, Mr. Burgess’s outstanding RSUs vested immediately. 

(2) Upon ceasing to be a member of the Board effective May 22, 2019, Mr. Doheny’s outstanding RSUs vested immediately. 

26

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27

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DIRECTOR COMPENSATION 

(cid:3)

Introduction 

Historically, our directors have been compensated through a combination of cash retainers and equity, except for Mr. New. We 

do not pay employee directors for Board service in addition to their regular employee compensation.  

Except for the Special Committee Fee, the Board and Chair Retainers for our non-employee directors under the terms approved 

on August 11, 2015, which were based on the recommendation of our compensation consultant, are as shown below (subject to 

proration based on length of service as a director). The Board approved the fees for the Special Committee at its meeting on 

January 7, 2019. Except for Mr. New, beginning in the third quarter of 2019, 75% of each director’s cash retainer and fees was 

paid in RSUs with immediate vesting.  

Director Compensation Schedule 

The following table reflects the amounts to be paid or granted to directors for a full year of service, and not the amounts actually 

granted, which are reflected in the 2019 Director Compensation Table below, and in the case of Mr. Continenza, in the 

“Summary Compensation Table” above. 

Committee 

Chair/Board Chair 

Cash Retainer ($) 

Fee ($) 

Equity Value ($) 

Richard Todd Bradley 

100,000      

Mark S. Burgess (1) 

100,000 

James V. Continenza (2) 

100,000 

Matthew A. Doheny (3) 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe D. Katz (4) 

Jason New 

William G. Parrett 

100,000 

100,000 

100,000 

100,000 

180,000 

100,000 

— 

20,000 

50,000 

— 

— 

— 

20,000 

20,000 

20,000 

150,000 

150,000 

250,000 

150,000 

150,000 

150,000 

150,000 

— 

150,000 

(1)  Mr. Burgess ceased being a member of the Board effective May 22, 2019. 

(2)  Mr. Continenza became our Executive Chairman effective February 20, 2019. Refer to the “Summary Compensation Table” 

above for compensation earned by Mr. Continenza in 2019 as a member of the Board.  

(3)  Mr. Doheny ceased being a member of the Board effective May 22, 2019. 

(4)  Mr. Katz was appointed to the Board on February 20, 2019 and was appointed Chair of the Executive Compensation 

Committee effective May 22, 2019. 

2019 Director Compensation Table 
(cid:3)
Our non-employee directors received the following compensation in 2019: 

Name 
Richard Todd Bradley 
Mark S. Burgess (2) 
Matthew A. Doheny (3) 

Jeffrey D. Engelberg 

George Karfunkel 
Philippe D. Katz (4) 
Jason New 

William G. Parrett 

Fees Earned or 
Paid in Cash ($) 
  62,500  
  97,143 
101,786 

  62,500  

  62,500  

  53,309 
200,000 

  75,000  

(5) 

Stock Awards ($)(1) 
187,503 
150,003 
150,003 

187,503  

187,503  

  45,000 
          0 

195,003  

Total ($) 
250,003 
247,146  
251,789  

250,003 

250,003 

  98,309 
200,000  

270,003 

(1)  Pursuant to the previous determination of the Board of Directors that annual director grants be made on the fifth trading day of 
each calendar year commencing with 2016, the 2019 equity awards were granted effective January 8, 2019 as RSUs and 
vested after one year. Except for Mr. New, beginning in the third quarter of 2019, 75% of each director’s cash retainer and 
fees were paid in RSUs with immediate vesting. As a result, Messrs. Bradley, Engelberg and Karfunkel each received a grant 
of RSUs equal to $18,750 on October 31, 2019 and $18,750 on December 31, 2019, and Messrs. Katz and Parrett each 
received a grant of RSUs equal to $22,500 on October 31, 2019 and $22,500 on December 31, 2019. The amounts reported 
in this column have been calculated in accordance with FASB ASC Topic 718.  

 (2) Mr. Burgess ceased to be a member of the Board effective May 22, 2019. The amounts shown for him are the cash fees he 

received prior to his departure, which include $60,000 in fees for his service on the Special Committee. 

(3) Mr. Doheny ceased to be a member of the Board effective May 22, 2019. The amounts shown for him are the cash fees he 

received prior to his departure, which include $75,000 in fees for his service as the Chair of the Special Committee. 

(4) Mr. Katz was appointed to the Board on February 20, 2019. The amount shown for him is the cash fees he received after his 

appointment.  

(5) Mr. New was paid the retainer he earned for his services provided during the fourth quarter of 2019 in January 2020. 
Aggregate Stock and Option Awards Outstanding at Fiscal Year End 

Name 

Richard Todd Bradley 
Mark S. Burgess 
Matthew A. Doheny 
Jeffrey D. Engelberg 
George Karfunkel 
Philippe Katz 
Jason New 
William G. Parrett 

Restricted Stock Units 

Stock Options 

Unvested (#) 

Vested (#) 

Unvested (#) 

Vested (#) 

52,817  
0  
0  
 52,817  
52,817  
0 
0 
52,817  

59,524 
143,237  (1) 
142,367  (2) 
59,524 
100,686 
13,362 
0 
107,949 

0 
0 
0 
0 
0 
0 
0 
0 

0 
0 
0 
0 
0 
0 
0 
0 

(1) Upon ceasing to be a member of the Board effective May 22, 2019, Mr. Burgess’s outstanding RSUs vested immediately. 

(2) Upon ceasing to be a member of the Board effective May 22, 2019, Mr. Doheny’s outstanding RSUs vested immediately. 

26

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27

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Deferred Compensation 
(cid:3)
Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors 
to defer some or all of their Board Retainer and restricted stock unit awards into a phantom stock account.  

Pursuant to this plan, the following directors elected to defer RSU awards granted on January 8, 2019: 

•  Matthew A. Doheny – 52,817 RSUs (100%); and 
•  William G. Parrett – 52,817 RSUs (100%). 

Expense Reimbursement 

We reimburse our directors for reasonable travel expenses incurred in connection with attending Board, committee and 
shareholder meetings and other Board business events. 

PROPOSAL 2 

(cid:3)

OFFICERS 

following resolution: 

PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE 

Our named executive officers are identified in the “Executive Compensation” section of this Proxy Statement. Pursuant to 

Section 14A of the Exchange Act, you are voting on a proposal, commonly known as a “say-on-pay” proposal, which gives our 

shareholders the opportunity to endorse or not endorse our named executive officer pay programs and policies through the 

RESOLVED, that the shareholders approve the compensation of Eastman Kodak Company’s named executive officers, as 

disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s 

Proxy Statement for the 2020 Annual Meeting of Shareholders. 

We believe that our executive compensation program is designed to attract, motivate and retain individuals with the skills 

required to achieve our business objectives. Our compensation strategy is to provide opportunities to incentivize and reward our 

named executive officers when they deliver defined performance results that are based on success in a diverse set of 

businesses. We also align the interests of our executives with those of our shareholders and our long-term interests through 

stock ownership. We believe that the compensation of our named executive officers for 2019 was appropriate and aligned with 

our performance results and strategic plan. 

In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes cast by 

holders entitled to vote thereon. Because your vote is advisory, it will not be binding on our Board of Directors. However, our 

Board values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when 

considering future executive compensation arrangements as it deems appropriate. 

The Board of Directors recommends you vote FOR the advisory resolution approving the compensation of 

our named executive officers. 

28

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29 

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Deferred Compensation 

(cid:3)

Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors 

to defer some or all of their Board Retainer and restricted stock unit awards into a phantom stock account.  

Pursuant to this plan, the following directors elected to defer RSU awards granted on January 8, 2019: 

•  Matthew A. Doheny – 52,817 RSUs (100%); and 

•  William G. Parrett – 52,817 RSUs (100%). 

Expense Reimbursement 

We reimburse our directors for reasonable travel expenses incurred in connection with attending Board, committee and 

shareholder meetings and other Board business events. 

PROPOSAL 2 
(cid:3)

PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE 
OFFICERS 

Our named executive officers are identified in the “Executive Compensation” section of this Proxy Statement. Pursuant to 
Section 14A of the Exchange Act, you are voting on a proposal, commonly known as a “say-on-pay” proposal, which gives our 
shareholders the opportunity to endorse or not endorse our named executive officer pay programs and policies through the 
following resolution: 

RESOLVED, that the shareholders approve the compensation of Eastman Kodak Company’s named executive officers, as 
disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s 
Proxy Statement for the 2020 Annual Meeting of Shareholders. 

We believe that our executive compensation program is designed to attract, motivate and retain individuals with the skills 
required to achieve our business objectives. Our compensation strategy is to provide opportunities to incentivize and reward our 
named executive officers when they deliver defined performance results that are based on success in a diverse set of 
businesses. We also align the interests of our executives with those of our shareholders and our long-term interests through 
stock ownership. We believe that the compensation of our named executive officers for 2019 was appropriate and aligned with 
our performance results and strategic plan. 

In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes cast by 
holders entitled to vote thereon. Because your vote is advisory, it will not be binding on our Board of Directors. However, our 
Board values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when 
considering future executive compensation arrangements as it deems appropriate. 

The Board of Directors recommends you vote FOR the advisory resolution approving the compensation of 
our named executive officers. 

28

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29 

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PROPOSAL 3 
(cid:3)

PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE 
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 

In Proposal 2 above, we are asking shareholders to vote on an advisory resolution on the compensation of our named executive 
officers (the “say-on-pay” vote). Pursuant to Section 14A of the Exchange Act, in this Proposal 3, we are asking shareholders to 
provide an advisory vote on whether future say-on-pay votes should occur every year, every two years or every three years. You 
also may abstain from voting. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say-on-
pay votes at least every six years. 

Shareholder approval of the frequency of advisory shareholder votes on compensation of the named executive officers is being 
sought through the following resolution: 

RESOLVED, that the shareholders advise that an advisory resolution with respect to executive compensation should be 
presented to the shareholders every one, two, or three years as reflected by their votes for each of these alternatives in 
connection with this resolution. 

Our Board of Directors understands that there are different views as to what is an appropriate frequency for advisory votes on 
named executive officer compensation. After careful consideration, the Board is recommending that future say-on-pay votes 
occur every year. We believe that this frequency is appropriate because it provides shareholders with an opportunity to express 
their opinion annually as to named executive officer compensation, because it may change from year to year. Unless we modify 
our policy regarding the frequency of future say-on-pay votes, including after consideration of the outcome of this advisory vote, 
we expect that our next say-on-pay vote will occur in 2021. 

This advisory vote is non-binding on us, our Board and the Executive Compensation Committee of the board of directors, and 
may not be construed as overruling any decision made by the Board.  However, the Board and the Executive Compensation 
Committee will consider the voting results on this proposal in determining the frequency of future say-on-pay votes. 

Shareholders will be able to specify one of four choices for this proposal on the proxy card: ONE YEAR, TWO YEARS, THREE 
YEARS, or ABSTAIN.  The outcome of this vote will be determined by a plurality of the votes cast.  This means that the 
frequency that receives the most affirmative votes will be the frequency approved by our shareholders.  Withheld votes, 
abstentions and broker non-votes will have no effect on the outcome of this matter. 

The Board of Directors unanimously recommends that the shareholders vote ONE YEAR so that the 
frequency of voting on the compensation of our named executive officers occurs every year. 

PROPOSAL 4 – APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2013 

PROPOSAL 4 

(cid:3)

OMNIBUS INCENTIVE PLAN 

INTRODUCTION 

You are being asked to approve the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan (the Amended 

Plan) to: 1) increase the maximum number of shares of common stock of the Company available for grant to participants 

pursuant to awards under the Amended Plan; 2) remove the provisions with respect to the performance-based compensation 

exception under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the Code), which was eliminated by 

the Tax Cuts and Jobs Act (the Tax Act), for tax years beginning after December 31, 2017, while retaining the annual limits on 

awards that may be granted; and 3) reduce the maximum aggregate grant date fair value of awards in respect of a calendar year 

that may be granted to a member of the Board of Directors. On April 2, 2020, the Board of Directors approved the Amended Plan 

and the submission of the Amended Plan to the shareholders for their approval. Approval of the Amended Plan by shareholders 

will enable the Company to continue to grant equity awards to employees and directors of the Company. 

Approval of the Amended Plan requires the affirmative vote of a majority of the votes cast at the Annual Meeting by holders 

entitled to vote thereon. 

BACKGROUND 

The Amended Plan provides for the grant of various types of equity awards (Options, Stock Appreciation Rights (SARs), 

Restricted Stock Awards, Restricted Stock Units (RSUs), Other Stock-Based Awards and cash awards).  

The 2013 Omnibus Incentive Plan (the Plan) originally became effective as of September 3, 2013, was amended to increase the 

maximum number of shares available for grant effective May 22, 2018, and was further amended to increase the limit on the 

number of options or stock appreciation rights that may be granted to an employee in any calendar year on February 20, 2019.  

The closing stock price of a share of the Company’s common stock as reported on the NYSE on April 1, 2020 was $1.65.  

TERMS OF THE AMENDMENTS 

The Plan currently provides that the maximum number of shares available for grant to participants pursuant to awards under the 

Plan is 5,792,480 shares. The Amended Plan would increase this maximum number of available shares to 8,000,000 shares. 

The Plan currently provides that awards may be in the form of performance-based compensation awards. The Plan sets forth the 

types of performance goals and the procedural requirements to permit the Company to grant performance-based compensation 

awards that comply with the performance-based compensation exception under Section 162(m) of the Code. The Amended Plan 

would remove the provisions with respect to the performance-based compensation exception under Section 162(m) of the Code, 

which was eliminated by the Tax Act, but, for the avoidance of doubt, would continue to permit the granting of awards subject to 

achievement of performance conditions.  

The Plan currently provides that the maximum aggregate grant date fair value of awards made to a member of the Board of 

Directors in a single calendar year may not exceed $900,000. The Amended Plan would reduce this limit to $450,000.  

The Amended Plan would also extend the term of the Plan to May 20, 2030. 

SUMMARY OF THE PLAN 

The following summary of the Amended Plan is qualified in its entirety by the terms of the Amended Plan document, a copy of 

which is attached to this Proxy Statement as Appendix A. 

The purpose of the Amended Plan is to attract, retain and motivate officers, employees, and non-employee directors providing 

services to the Company or any of its subsidiaries or affiliates and to promote the success of the Company’s business by 

Purpose 

providing such persons with appropriate incentives. 

Administration 

The Executive Compensation Committee (the Committee) will administer the Amended Plan. However, if a Committee member 

does not meet the following requirements, the Committee may delegate some or all of its functions to another committee that 

meets these requirements. Generally, the Committee must consist of two or more directors, each of whom is: 1) an independent 

30

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31 

(cid:3)

 
 
 
 
PROPOSAL 3 

(cid:3)

PROPOSAL 4 
(cid:3)

PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE 

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 

In Proposal 2 above, we are asking shareholders to vote on an advisory resolution on the compensation of our named executive 

officers (the “say-on-pay” vote). Pursuant to Section 14A of the Exchange Act, in this Proposal 3, we are asking shareholders to 

provide an advisory vote on whether future say-on-pay votes should occur every year, every two years or every three years. You 

also may abstain from voting. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say-on-

pay votes at least every six years. 

sought through the following resolution: 

Shareholder approval of the frequency of advisory shareholder votes on compensation of the named executive officers is being 

RESOLVED, that the shareholders advise that an advisory resolution with respect to executive compensation should be 

presented to the shareholders every one, two, or three years as reflected by their votes for each of these alternatives in 

connection with this resolution. 

Our Board of Directors understands that there are different views as to what is an appropriate frequency for advisory votes on 

named executive officer compensation. After careful consideration, the Board is recommending that future say-on-pay votes 

occur every year. We believe that this frequency is appropriate because it provides shareholders with an opportunity to express 

their opinion annually as to named executive officer compensation, because it may change from year to year. Unless we modify 

our policy regarding the frequency of future say-on-pay votes, including after consideration of the outcome of this advisory vote, 

we expect that our next say-on-pay vote will occur in 2021. 

This advisory vote is non-binding on us, our Board and the Executive Compensation Committee of the board of directors, and 

may not be construed as overruling any decision made by the Board.  However, the Board and the Executive Compensation 

Committee will consider the voting results on this proposal in determining the frequency of future say-on-pay votes. 

Shareholders will be able to specify one of four choices for this proposal on the proxy card: ONE YEAR, TWO YEARS, THREE 

YEARS, or ABSTAIN.  The outcome of this vote will be determined by a plurality of the votes cast.  This means that the 

frequency that receives the most affirmative votes will be the frequency approved by our shareholders.  Withheld votes, 

abstentions and broker non-votes will have no effect on the outcome of this matter. 

The Board of Directors unanimously recommends that the shareholders vote ONE YEAR so that the 

frequency of voting on the compensation of our named executive officers occurs every year. 

PROPOSAL 4 – APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2013 
OMNIBUS INCENTIVE PLAN 

INTRODUCTION 

You are being asked to approve the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan (the Amended 
Plan) to: 1) increase the maximum number of shares of common stock of the Company available for grant to participants 
pursuant to awards under the Amended Plan; 2) remove the provisions with respect to the performance-based compensation 
exception under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the Code), which was eliminated by 
the Tax Cuts and Jobs Act (the Tax Act), for tax years beginning after December 31, 2017, while retaining the annual limits on 
awards that may be granted; and 3) reduce the maximum aggregate grant date fair value of awards in respect of a calendar year 
that may be granted to a member of the Board of Directors. On April 2, 2020, the Board of Directors approved the Amended Plan 
and the submission of the Amended Plan to the shareholders for their approval. Approval of the Amended Plan by shareholders 
will enable the Company to continue to grant equity awards to employees and directors of the Company. 

Approval of the Amended Plan requires the affirmative vote of a majority of the votes cast at the Annual Meeting by holders 
entitled to vote thereon. 

BACKGROUND 

The Amended Plan provides for the grant of various types of equity awards (Options, Stock Appreciation Rights (SARs), 
Restricted Stock Awards, Restricted Stock Units (RSUs), Other Stock-Based Awards and cash awards).  

The 2013 Omnibus Incentive Plan (the Plan) originally became effective as of September 3, 2013, was amended to increase the 
maximum number of shares available for grant effective May 22, 2018, and was further amended to increase the limit on the 
number of options or stock appreciation rights that may be granted to an employee in any calendar year on February 20, 2019.  

The closing stock price of a share of the Company’s common stock as reported on the NYSE on April 1, 2020 was $1.65.  

TERMS OF THE AMENDMENTS 

The Plan currently provides that the maximum number of shares available for grant to participants pursuant to awards under the 
Plan is 5,792,480 shares. The Amended Plan would increase this maximum number of available shares to 8,000,000 shares. 

The Plan currently provides that awards may be in the form of performance-based compensation awards. The Plan sets forth the 
types of performance goals and the procedural requirements to permit the Company to grant performance-based compensation 
awards that comply with the performance-based compensation exception under Section 162(m) of the Code. The Amended Plan 
would remove the provisions with respect to the performance-based compensation exception under Section 162(m) of the Code, 
which was eliminated by the Tax Act, but, for the avoidance of doubt, would continue to permit the granting of awards subject to 
achievement of performance conditions.  

The Plan currently provides that the maximum aggregate grant date fair value of awards made to a member of the Board of 
Directors in a single calendar year may not exceed $900,000. The Amended Plan would reduce this limit to $450,000.  

The Amended Plan would also extend the term of the Plan to May 20, 2030. 

SUMMARY OF THE PLAN 

The following summary of the Amended Plan is qualified in its entirety by the terms of the Amended Plan document, a copy of 
which is attached to this Proxy Statement as Appendix A. 

Purpose 

The purpose of the Amended Plan is to attract, retain and motivate officers, employees, and non-employee directors providing 
services to the Company or any of its subsidiaries or affiliates and to promote the success of the Company’s business by 
providing such persons with appropriate incentives. 

Administration 

The Executive Compensation Committee (the Committee) will administer the Amended Plan. However, if a Committee member 
does not meet the following requirements, the Committee may delegate some or all of its functions to another committee that 
meets these requirements. Generally, the Committee must consist of two or more directors, each of whom is: 1) an independent 

30

(cid:3)

31 

(cid:3)

 
 
 
 
director under the listing requirements of the NYSE; and 2) a non-employee director within the meaning of Rule 16b-3 under the 
(cid:3)
Exchange Act. 

the first time by an eligible employee during any calendar year under all stock option plans of the Company and of any subsidiary 

Eligibility for Participation 

The following persons are eligible to participate in the Amended Plan: 

• 
• 

All employees of the Company, any of its 50% or more owned subsidiaries or any of its affiliates; and  
The non-employee directors of the Company. 

The selection of those employees who will receive awards is entirely within the discretion of the Committee. There are currently 
approximately 4,538 employees who are eligible to participate in the Amended Plan, together with the Company’s six non-
employee directors. 

Types of Awards  

The Amended Plan authorizes the grant of: 

Nonqualified and Incentive Stock Options; 
SARs; 
Restricted Stock Awards and RSUs;  
Dividend Equivalent Rights;  

• 
• 
• 
• 
•  Other Stock-Based Awards (stock-based awards granted either as freestanding grants or payments of 

earned performance awards); and 
Cash awards (including, without limitation, retainers and meeting-based fees).  

• 

Termination and Amendment of the Amended Plan 

The Committee may from time to time amend, alter, suspend, discontinue or terminate the Amended Plan in any respect 
whatsoever, including in any manner that adversely affects the rights, duties or obligations of any participant; provided that, 
subject to the provisions of the Amended Plan regarding adjustments in authorized shares in the case of certain corporate events 
or transactions, or as otherwise specifically provided in the Amended Plan, no amendment shall materially adversely impair the 
rights of a participant under any award without the participant’s consent.  

Shareholder approval will be required for any amendment to the Amended Plan that: (i) increases the number of shares available 
under the Amended Plan (other than an increase permitted under Article 5 of the Amended Plan); (ii) expands the types of 
awards available under the Amended Plan; (iii) materially extends the term of the Amended Plan; (iv) materially changes the 
method of determining the option price or grant price per share for SARs; or (v) except as permitted pursuant to Article 14 of the 
Amended Plan, reduces the option price or grant price per share, as applicable, of any outstanding Options or SARs. 

Available Shares 

Subject to adjustment as provided in Article 14 of the Amended Plan, the maximum number of shares available for grant to 
participants pursuant to awards under the Amended Plan shall be equal to 8,000,000 shares. The number of shares available for 
granting Incentive Stock Options under the Amended Plan shall not exceed 2,000,000. The shares available for issuance under 
the Amended Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The share reserve 
under the Amended Plan is increased by: (i) any shares delivered to the Company or withheld by the Company in payment or 
satisfaction of the tax withholding obligation of an award; and (ii) any shares underlying awards that expire, are forfeited, 
cancelled or otherwise terminated without the issuance of the shares, or are otherwise settled for cash. The aggregate number of 
shares will not be reduced by shares granted by the Company in assumption of, or exchange for, awards granted by another 
company as a result of a merger or consolidation. The number of shares under the Amended Plan may be adjusted for changes 
in the Company’s capital structure, such as a stock split or merger. 

The number of shares granted under the Amended Plan will be determined as follows: (i) each Restricted Stock Award, RSU and 
similar award will count as one share; and (ii) each Option, SAR and similar award will count as a fraction of a share, based on 
the financial value of each such award relative to a share, as determined by the Committee promptly after the effective date of 
the Amended Plan.  

Award Limits 

The maximum number of shares for which Options or SARs may be granted to any one employee during any calendar year is 
2,000,000 shares. The aggregate fair market value of shares with respect to which Incentive Stock Options are exercisable for 

32

(cid:3)

33 

(cid:3)

The aggregate awards to any one non-employee director for any calendar year may not exceed a number of awards with a grant 

To facilitate the granting of awards to participants who are employed outside of the United States, the Amended Plan authorizes 

the Committee to modify and amend the terms and conditions of an award to accommodate differences in local law, policy or 

(cid:3)

may not exceed $100,000.  

date fair value of $450,000.  

Grants to Non-U.S. Employees 

custom. 

Stock Options 

The Committee may grant awards in the form of Options to purchase shares of the Company’s common stock. For each Option 

grant, the Committee will determine the number of shares subject to the Option and the manner and time of the Option’s 

exercise, provided that no Option will be exercisable after ten years from the date of its grant. The Committee may condition the 

grant of Options or the vesting of Options upon the participant’s achievement of one or more performance goals (including the 

participant’s provision of services for a designated time period). The exercise price of an Option may not be less than the fair 

market value of the Company’s common stock on the date the Option is granted. Upon exercise, a participant may pay the 

exercise price in cash, shares of common stock, a combination thereof or such other consideration as the Committee 

determines. Any Option granted in the form of an Incentive Stock Option is intended to satisfy the requirements of Section 422 of 

Stock Appreciation Rights 

the Code.  

SARs). 

The Committee may grant SARs either in tandem with an Option (Tandem SARs) or independent of an Option (Freestanding 

A Tandem SAR may be granted at the time of the grant of the related Option. A Tandem SAR will be exercisable to the extent its 

related Option is exercisable, and the exercise price of such a SAR may not be less than the fair market value of the Company’s 

common stock on the date the SAR is granted. Upon the exercise of an Option as to some or all of the shares covered by the 

award, the related Tandem SAR will automatically be cancelled to the extent of the number of shares covered by the Option 

exercise. Upon the exercise of all or a portion of a Tandem SAR, an equivalent portion of the related Option will be forfeited.  

The Committee will determine the number of shares subject to a Freestanding SAR and the manner and time of the SAR’s 

exercise. Freestanding SARs must be granted for a term of ten years or less and may generally have the same terms and 

conditions as Options. The exercise price of a Freestanding SAR may not be less than the fair market value of the Company’s 

common stock on the date of grant. 

Other Awards 

Awards may be granted in the form of Restricted Stock Awards, RSUs and Other Stock-Based Awards. These awards are 

subject to such terms, restrictions and conditions as the Committee may determine, including the participant’s achievement of 

one or more performance goals (including the participant’s provision of services for a designated time period).  

Participants receiving a Restricted Stock Award, unless otherwise provided in the award agreement, shall have the right to vote 

and receive dividends on the shares underlying such award during the restriction period. At the end of the restriction period, the 

restrictions imposed under the Plan and under the award agreement shall lapse with respect to the number of shares underlying 

the Restricted Stock Award as determined by the Committee, and such number of shares shall be delivered to the participant. 

Participants receiving RSUs will have only the rights of a general unsecured creditor of the Company and no rights as a 

shareholder of the Company until delivery of shares, cash or other securities or property is made as specified in the applicable 

award agreement. On the delivery date specified in the award agreement, with respect to each RSU not previously forfeited or 

terminated, the participant will receive one share, cash or other securities or property equal in value to a share or a combination 

thereof, as specified by the Committee. 

Dividend Equivalent Rights 

For Restricted Stock Awards, RSUs and Other Stock-Based Awards, the Committee may include as part of the award an 

entitlement to receive Dividend Equivalent Rights. In the event such a provision is included in an award agreement, the 

Committee will determine whether such payments will be made in cash, in shares or in another form, whether they will be 

conditioned upon the exercise of the award to which they relate, the time or times at which they will be made and such other 

terms and conditions as the Committee will deem appropriate.  

 
director under the listing requirements of the NYSE; and 2) a non-employee director within the meaning of Rule 16b-3 under the 

The following persons are eligible to participate in the Amended Plan: 

All employees of the Company, any of its 50% or more owned subsidiaries or any of its affiliates; and  

The non-employee directors of the Company. 

The selection of those employees who will receive awards is entirely within the discretion of the Committee. There are currently 

approximately 4,538 employees who are eligible to participate in the Amended Plan, together with the Company’s six non-

(cid:3)

Exchange Act. 

Eligibility for Participation 

• 

• 

• 

• 

• 

• 

employee directors. 

Types of Awards  

The Amended Plan authorizes the grant of: 

Nonqualified and Incentive Stock Options; 

SARs; 

Restricted Stock Awards and RSUs;  

Dividend Equivalent Rights;  

earned performance awards); and 

•  Other Stock-Based Awards (stock-based awards granted either as freestanding grants or payments of 

• 

Cash awards (including, without limitation, retainers and meeting-based fees).  

Termination and Amendment of the Amended Plan 

The Committee may from time to time amend, alter, suspend, discontinue or terminate the Amended Plan in any respect 

whatsoever, including in any manner that adversely affects the rights, duties or obligations of any participant; provided that, 

subject to the provisions of the Amended Plan regarding adjustments in authorized shares in the case of certain corporate events 

or transactions, or as otherwise specifically provided in the Amended Plan, no amendment shall materially adversely impair the 

rights of a participant under any award without the participant’s consent.  

Shareholder approval will be required for any amendment to the Amended Plan that: (i) increases the number of shares available 

under the Amended Plan (other than an increase permitted under Article 5 of the Amended Plan); (ii) expands the types of 

awards available under the Amended Plan; (iii) materially extends the term of the Amended Plan; (iv) materially changes the 

method of determining the option price or grant price per share for SARs; or (v) except as permitted pursuant to Article 14 of the 

Amended Plan, reduces the option price or grant price per share, as applicable, of any outstanding Options or SARs. 

Available Shares 

Subject to adjustment as provided in Article 14 of the Amended Plan, the maximum number of shares available for grant to 

participants pursuant to awards under the Amended Plan shall be equal to 8,000,000 shares. The number of shares available for 

granting Incentive Stock Options under the Amended Plan shall not exceed 2,000,000. The shares available for issuance under 

the Amended Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The share reserve 

under the Amended Plan is increased by: (i) any shares delivered to the Company or withheld by the Company in payment or 

satisfaction of the tax withholding obligation of an award; and (ii) any shares underlying awards that expire, are forfeited, 

cancelled or otherwise terminated without the issuance of the shares, or are otherwise settled for cash. The aggregate number of 

shares will not be reduced by shares granted by the Company in assumption of, or exchange for, awards granted by another 

company as a result of a merger or consolidation. The number of shares under the Amended Plan may be adjusted for changes 

in the Company’s capital structure, such as a stock split or merger. 

The number of shares granted under the Amended Plan will be determined as follows: (i) each Restricted Stock Award, RSU and 

similar award will count as one share; and (ii) each Option, SAR and similar award will count as a fraction of a share, based on 

the financial value of each such award relative to a share, as determined by the Committee promptly after the effective date of 

the Amended Plan.  

Award Limits 

The maximum number of shares for which Options or SARs may be granted to any one employee during any calendar year is 

2,000,000 shares. The aggregate fair market value of shares with respect to which Incentive Stock Options are exercisable for 

the first time by an eligible employee during any calendar year under all stock option plans of the Company and of any subsidiary 
(cid:3)
may not exceed $100,000.  

The aggregate awards to any one non-employee director for any calendar year may not exceed a number of awards with a grant 
date fair value of $450,000.  

Grants to Non-U.S. Employees 

To facilitate the granting of awards to participants who are employed outside of the United States, the Amended Plan authorizes 
the Committee to modify and amend the terms and conditions of an award to accommodate differences in local law, policy or 
custom. 

Stock Options 

The Committee may grant awards in the form of Options to purchase shares of the Company’s common stock. For each Option 
grant, the Committee will determine the number of shares subject to the Option and the manner and time of the Option’s 
exercise, provided that no Option will be exercisable after ten years from the date of its grant. The Committee may condition the 
grant of Options or the vesting of Options upon the participant’s achievement of one or more performance goals (including the 
participant’s provision of services for a designated time period). The exercise price of an Option may not be less than the fair 
market value of the Company’s common stock on the date the Option is granted. Upon exercise, a participant may pay the 
exercise price in cash, shares of common stock, a combination thereof or such other consideration as the Committee 
determines. Any Option granted in the form of an Incentive Stock Option is intended to satisfy the requirements of Section 422 of 
the Code.  

Stock Appreciation Rights 

The Committee may grant SARs either in tandem with an Option (Tandem SARs) or independent of an Option (Freestanding 
SARs). 

A Tandem SAR may be granted at the time of the grant of the related Option. A Tandem SAR will be exercisable to the extent its 
related Option is exercisable, and the exercise price of such a SAR may not be less than the fair market value of the Company’s 
common stock on the date the SAR is granted. Upon the exercise of an Option as to some or all of the shares covered by the 
award, the related Tandem SAR will automatically be cancelled to the extent of the number of shares covered by the Option 
exercise. Upon the exercise of all or a portion of a Tandem SAR, an equivalent portion of the related Option will be forfeited.  

The Committee will determine the number of shares subject to a Freestanding SAR and the manner and time of the SAR’s 
exercise. Freestanding SARs must be granted for a term of ten years or less and may generally have the same terms and 
conditions as Options. The exercise price of a Freestanding SAR may not be less than the fair market value of the Company’s 
common stock on the date of grant. 

Other Awards 

Awards may be granted in the form of Restricted Stock Awards, RSUs and Other Stock-Based Awards. These awards are 
subject to such terms, restrictions and conditions as the Committee may determine, including the participant’s achievement of 
one or more performance goals (including the participant’s provision of services for a designated time period).  

Participants receiving a Restricted Stock Award, unless otherwise provided in the award agreement, shall have the right to vote 
and receive dividends on the shares underlying such award during the restriction period. At the end of the restriction period, the 
restrictions imposed under the Plan and under the award agreement shall lapse with respect to the number of shares underlying 
the Restricted Stock Award as determined by the Committee, and such number of shares shall be delivered to the participant. 

Participants receiving RSUs will have only the rights of a general unsecured creditor of the Company and no rights as a 
shareholder of the Company until delivery of shares, cash or other securities or property is made as specified in the applicable 
award agreement. On the delivery date specified in the award agreement, with respect to each RSU not previously forfeited or 
terminated, the participant will receive one share, cash or other securities or property equal in value to a share or a combination 
thereof, as specified by the Committee. 

Dividend Equivalent Rights 

For Restricted Stock Awards, RSUs and Other Stock-Based Awards, the Committee may include as part of the award an 
entitlement to receive Dividend Equivalent Rights. In the event such a provision is included in an award agreement, the 
Committee will determine whether such payments will be made in cash, in shares or in another form, whether they will be 
conditioned upon the exercise of the award to which they relate, the time or times at which they will be made and such other 
terms and conditions as the Committee will deem appropriate.  

32

(cid:3)

33 

(cid:3)

 
Participants receiving Dividend Equivalent Rights will have only the rights of a general unsecured creditor of the Company until 
(cid:3)
payment of such amounts is made as specified in the applicable award agreement. No Dividend Equivalent Rights will be paid at 
a time when any performance-based goals that apply to the Dividend Equivalent Rights or award granted in connection with the 
Dividend Equivalent Rights have not been satisfied and will revert back to the Company if such goals are not satisfied.  

New Plan Benefits  

(cid:3)

The following table reflects the benefits or amounts that will be received by or allocated to the following listed individuals and 

specified groups under the Amended Plan as of March 26, 2020. 

Other Terms 

Awards, other than Options or Restricted Stock Awards, may be paid in cash, shares, a combination of cash and shares, or any 
other form of property as the Committee may determine.  

Adjustments in Authorized Shares and Outstanding Awards 

In the event of any corporate event or transaction involving the Company, a subsidiary and/or an affiliate (including, but not 
limited to, a change in the shares of the Company or the capitalization of the Company), the Committee, to prevent dilution or 
enlargement of participants’ rights under the Amended Plan, shall substitute or adjust (in each case in such manner as it deems 
equitable and appropriate):  

• 

The number and kind of shares or other property (including cash) that may be issued under the Amended 
Plan or under particular forms of awards; 
The number and kind of shares or other property (including cash) subject to outstanding awards;  
The option price, grant price or purchase price applicable to outstanding awards;  
Any individual award limits; and/or 

• 
• 
• 
•  Other value determinations applicable to the Amended Plan or outstanding awards.  

Change of Control 

Upon the occurrence of a change of control of the Company, the Committee shall make one or more of the following adjustments 
to the terms and conditions of outstanding awards to the extent determined by the Committee to be permitted under Section 
409A of the Code: 

• 

• 

• 

• 

• 

• 

continuation or assumption of such outstanding awards under the Amended Plan by the Company (if it is the 
surviving company or corporation) or by the surviving company or corporation or its parent;  
substitution by the surviving company or corporation or its parent of awards with substantially the same 
terms for such outstanding awards;  
accelerated exercisability, vesting and/or lapse of restrictions under outstanding awards immediately prior to 
the occurrence of such event;  
upon written notice, provide that any outstanding awards must be exercised, to the extent then exercisable, 
during a reasonable period of time immediately prior to the scheduled consummation of the event, or such 
other period as determined by the Committee (contingent upon the consummation of the event), and at the 
end of such period, such awards shall terminate to the extent not so exercised within the relevant period; 
cancellation of all or any portion of outstanding awards for fair value (as determined in the sole discretion of 
the Committee and which may be zero) which, in the case of Options and SARs and similar awards, if the 
Committee so determines, may equal the excess, if any, of the value of the consideration to be paid in the 
Change of Control transaction to holders of the same number of shares subject to such awards (or, if no 
such consideration is paid, fair market value of the shares subject to such outstanding awards or portion 
thereof being canceled) over the aggregate option price or grant price, as applicable, with respect to such 
awards or portion thereof being canceled (which may be zero); or  
such other adjustment as determined appropriate by the Committee.  

Clawback/Recoupment 

Awards under the Amended Plan shall be subject to the clawback or recoupment policy, if any, that the Company may adopt 
from time to time, whether before or after the grant of such awards, to the extent provided in such policy and, in accordance with 
such policy, may be subject to the requirement that the awards be repaid to the Company after they have been distributed or 
paid to the participant.  

34

(cid:3)

Name and Position 

J.V. Continenza 

Executive Chairman 

J.J. Clarke 

R.W. Byrd 

President  

Former Chief Executive Officer  

General Counsel, Secretary and Senior Vice 

D.E. Bullwinkle 

Chief Financial Officer, President, Eastman 

Business Park and Senior Vice President 

E. Mahe 

Former President, Brand, Film and Imaging 

Division, and Former Senior Vice President  

Executive Officer Group   

Non-Executive Director Group  

Amended and Restated 2013 Omnibus 

Incentive Plan (1) 

Dollar Value ($)  

Number of Units  

0 

0 

0 

0 

0 

0 

0 

Non-Executive Officer Employee Group (1) 

— 

200,000 

(1) The Company is obligated to make a grant of 200,000 stock options to a non-executive employee, subject to shareholder 

approval of the Amended Plan, pursuant to the individual’s offer letter. The grant value cannot be determined at this time 

because the grant has not yet occurred. Subject to this contractual commitment, the benefits or amounts to be received by or 

allocated to participants and the number of shares to be granted under the Amended Plan cannot be determined at this time 

because the amount and form of grants to be made to any eligible participant in any year is determined at the discretion of the 

Committee and the Committee has not determined future awards or who might receive them. No nominee for election as a 

director, no associate of any executive officer, director or nominee, and no other person who received or is to receive five 

percent of the options or rights under the Amended Plan will receive any options or rights that are determinable at this time.  

0 

0 

0 

0 

0 

0 

0 

35 

(cid:3)

 
 
 
 
Participants receiving Dividend Equivalent Rights will have only the rights of a general unsecured creditor of the Company until 

payment of such amounts is made as specified in the applicable award agreement. No Dividend Equivalent Rights will be paid at 

(cid:3)

a time when any performance-based goals that apply to the Dividend Equivalent Rights or award granted in connection with the 

Dividend Equivalent Rights have not been satisfied and will revert back to the Company if such goals are not satisfied.  

New Plan Benefits  
(cid:3)
The following table reflects the benefits or amounts that will be received by or allocated to the following listed individuals and 
specified groups under the Amended Plan as of March 26, 2020. 

• 

• 

• 

• 

• 

• 

• 

• 

Other Terms 

Awards, other than Options or Restricted Stock Awards, may be paid in cash, shares, a combination of cash and shares, or any 

other form of property as the Committee may determine.  

Adjustments in Authorized Shares and Outstanding Awards 

In the event of any corporate event or transaction involving the Company, a subsidiary and/or an affiliate (including, but not 

limited to, a change in the shares of the Company or the capitalization of the Company), the Committee, to prevent dilution or 

enlargement of participants’ rights under the Amended Plan, shall substitute or adjust (in each case in such manner as it deems 

equitable and appropriate):  

The number and kind of shares or other property (including cash) that may be issued under the Amended 

Plan or under particular forms of awards; 

The number and kind of shares or other property (including cash) subject to outstanding awards;  

The option price, grant price or purchase price applicable to outstanding awards;  

Any individual award limits; and/or 

•  Other value determinations applicable to the Amended Plan or outstanding awards.  

Change of Control 

409A of the Code: 

Upon the occurrence of a change of control of the Company, the Committee shall make one or more of the following adjustments 

to the terms and conditions of outstanding awards to the extent determined by the Committee to be permitted under Section 

continuation or assumption of such outstanding awards under the Amended Plan by the Company (if it is the 

surviving company or corporation) or by the surviving company or corporation or its parent;  

substitution by the surviving company or corporation or its parent of awards with substantially the same 

terms for such outstanding awards;  

the occurrence of such event;  

accelerated exercisability, vesting and/or lapse of restrictions under outstanding awards immediately prior to 

upon written notice, provide that any outstanding awards must be exercised, to the extent then exercisable, 

during a reasonable period of time immediately prior to the scheduled consummation of the event, or such 

other period as determined by the Committee (contingent upon the consummation of the event), and at the 

end of such period, such awards shall terminate to the extent not so exercised within the relevant period; 

• 

cancellation of all or any portion of outstanding awards for fair value (as determined in the sole discretion of 

the Committee and which may be zero) which, in the case of Options and SARs and similar awards, if the 

Committee so determines, may equal the excess, if any, of the value of the consideration to be paid in the 

Change of Control transaction to holders of the same number of shares subject to such awards (or, if no 

such consideration is paid, fair market value of the shares subject to such outstanding awards or portion 

thereof being canceled) over the aggregate option price or grant price, as applicable, with respect to such 

awards or portion thereof being canceled (which may be zero); or  

• 

such other adjustment as determined appropriate by the Committee.  

Clawback/Recoupment 

paid to the participant.  

Awards under the Amended Plan shall be subject to the clawback or recoupment policy, if any, that the Company may adopt 

from time to time, whether before or after the grant of such awards, to the extent provided in such policy and, in accordance with 

such policy, may be subject to the requirement that the awards be repaid to the Company after they have been distributed or 

Name and Position 

J.V. Continenza 
Executive Chairman 

J.J. Clarke 
Former Chief Executive Officer  

R.W. Byrd 
General Counsel, Secretary and Senior Vice 
President  

D.E. Bullwinkle 
Chief Financial Officer, President, Eastman 
Business Park and Senior Vice President 

E. Mahe 
Former President, Brand, Film and Imaging 
Division, and Former Senior Vice President  

Executive Officer Group   

Non-Executive Director Group  

Amended and Restated 2013 Omnibus 
Incentive Plan (1) 

Dollar Value ($)  

Number of Units  

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

Non-Executive Officer Employee Group (1) 

— 

200,000 

(1) The Company is obligated to make a grant of 200,000 stock options to a non-executive employee, subject to shareholder 
approval of the Amended Plan, pursuant to the individual’s offer letter. The grant value cannot be determined at this time 
because the grant has not yet occurred. Subject to this contractual commitment, the benefits or amounts to be received by or 
allocated to participants and the number of shares to be granted under the Amended Plan cannot be determined at this time 
because the amount and form of grants to be made to any eligible participant in any year is determined at the discretion of the 
Committee and the Committee has not determined future awards or who might receive them. No nominee for election as a 
director, no associate of any executive officer, director or nominee, and no other person who received or is to receive five 
percent of the options or rights under the Amended Plan will receive any options or rights that are determinable at this time.  

34

(cid:3)

35 

(cid:3)

 
 
 
 
on the date of exercise (or the amount realized on the disqualifying disposition, if less) over the exercise price paid, as ordinary 

income and 2) on the excess, if any, of the amount realized on such disqualifying disposition over the fair market value of the 

(cid:3)

shares on the date of exercise, as capital gain. If the amount a participant realizes from a disqualifying disposition is less than the 

exercise price paid (i.e., the participant’s basis) and the loss sustained upon such disposition would otherwise be recognized, a 

participant will not recognize any ordinary income from such disqualifying disposition and instead the participant will recognize a 

capital loss. In the event of a disqualifying disposition, subject to applicable provisions of the Code, including Section 162(m), the 

Company will be entitled to a deduction in the same amount. 

Income tax withholding and employment taxes do not apply upon the exercise of an ISO or upon any subsequent disposition, 

including a disqualifying disposition, of shares acquired pursuant to the exercise of the ISO. 

Nonqualified Stock Options  

The participant will not be subject to tax upon the grant of an Option which is a Nonqualified Stock Option. Upon exercise of a 

Nonqualified Stock Option, an amount equal to the excess of the fair market value of the shares acquired on the date of exercise 

over the exercise price paid is taxable to the participant as ordinary income, and subject to applicable provisions of the Code, 

including Section 162(m), the Company will be entitled at that time to a deduction in the same amount. This amount of income 

will be subject to income tax withholding and employment taxes. The participant’s basis in the shares received will equal the fair 

market value of the shares on the date of exercise, and the participant’s holding period in such shares will begin. 

Restricted Stock Awards, Restricted Stock Units and Other Stock-Based Awards 

A participant normally will not recognize taxable income and the Company will not be entitled to a deduction upon the grant of 

Restricted Stock Awards, RSUs or Other Stock-Based Awards. When the Restricted Stock Award vests or the RSUs settle or the 

Other Stock-Based Awards are paid or settle, the participant will recognize taxable ordinary income in an amount equal to the fair 

market value of the shares or other property received at that time, less the amount, if any, paid for the shares, and, subject to 

applicable provisions of the Code, including Section 162(m), the Company will be entitled at that time to a deduction in the same 

amount. However, a participant may elect to recognize taxable ordinary income in the year a Restricted Stock Award is granted 

in an amount equal to the excess of their fair market value at the grant date, determined without regard to certain restrictions, 

over the amount, if any, paid for the shares. In that event, subject to applicable provisions of the Code, including Section 162(m), 

the Company will be entitled to a deduction in such year in the same amount. Any gain or loss realized by the participant upon 

the subsequent disposition of shares received will be taxed as short-term or long-term capital gain or loss, but will not result in 

Section 162(m) of the Code places a $1,000,000 annual limit on the compensation deductible by the Company that is paid to an 

any further deduction for the Company. 

Limitation on Income Tax Deduction 

individual who is a covered employee.  

Tax Withholding 

The Company shall have the power and the right to deduct or withhold (or cause to be deducted or withheld) from any amount 

deliverable under an award or otherwise (including shares otherwise deliverable), or require a participant to remit to the 

Company, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or 

regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to required withholding, 

participants may elect (subject to the Company’s automatic withholding right set out above) to satisfy the withholding 

requirement, in whole or in part, (i) by having the Company withhold shares or (ii) through an independent broker-dealer 

arrangement to sell a sufficient number of shares, in each case, having a fair market value on the date the tax is to be 

determined equal to the minimum statutory total tax that could be imposed on the transaction.  

Aggregate Awards Granted 
(cid:3)
The following table sets forth information with respect to the number of shares subject to awards previously granted to the 
following listed individuals and specified groups under the Plan since its inception through March 26, 2020, our record date:  

Name and Position 

J.V. Continenza 
Executive Chairman 

J.J. Clarke 
Former Chief Executive Officer  

R.W. Byrd 
General Counsel, Secretary and Senior Vice 
President  

D.E. Bullwinkle 
Chief Financial Officer, President, Eastman 
Business Park and Senior Vice President 

E. Mahe 
Former President, Brand, Film and Imaging 
Division, and Former Senior Vice President  

Executive Officer Group   

Non-Executive Director Group  

Each Nominee for Election as a Director Group 

2,050,000 

Each associate of any of such directors, 
executive officer or nominees 

Each other person who received or is to receive 
5 percent of such options, warrants or rights 

0 

0 

Number of Shares 
Underlying Options 

Number of Shares 
Underlying Restricted 
Stock Units  

2,050,000 

241,589 

1,209,069 

110,295 

120,201 

  60,088 

492,408 

  83,898 

262,929 

110,764 

5,469,371 

0 

1,003,387 

785,958 

1,027,547 

0 

0 

Non-Executive Officer Employee Group 

2,938,394 

1,810,950 

FEDERAL TAX TREATMENT 

The following is a summary of certain U.S. federal income tax consequences of participating in the Amended Plan. This 
discussion does not purport to be a complete statement of all aspects of the U.S. federal income tax consequences in this area, 
including any state, local or foreign tax consequences of participating in the Amended Plan. This section is based on the Code, 
its legislative history, existing and proposed regulations under the Code and published rulings and court decisions, all as 
currently in effect. These laws are subject to change, possibly on a retroactive basis. 

Incentive Stock Options 

A participant will not be subject to tax upon the grant of an Incentive Stock Option (ISO) or upon the exercise of an ISO. 
However, the excess of the fair market value of the shares on the date of exercise over the exercise price paid will be included in 
a participant’s alternative minimum taxable income. Whether a participant is subject to the alternative minimum tax will depend 
on the participant’s particular circumstances. The participant’s basis in the shares received will be equal to the exercise price 
paid, and the participant’s holding period in such shares will begin on the day following the date of exercise. 

If a participant disposes of the shares on or after the later of: 1) the second anniversary of the date of grant of the ISO and 2) the 
first anniversary of the date of exercise of the ISO (the statutory holding period), the participant will recognize a capital gain or 
loss in an amount equal to the difference between the amount realized on such disposition and the participant’s basis in the 
shares. 

If the participant disposes of the shares before the end of the statutory holding period, the participant will have engaged in a 
“disqualifying disposition.” As a result, the participant will be subject to tax: 1) on the excess of the fair market value of the shares 

36 

(cid:3)

37

(cid:3)

 
 
Aggregate Awards Granted 

(cid:3)

The following table sets forth information with respect to the number of shares subject to awards previously granted to the 

following listed individuals and specified groups under the Plan since its inception through March 26, 2020, our record date:  

Number of Shares 

Number of Shares 

Underlying Restricted 

Underlying Options 

Stock Units  

2,050,000 

241,589 

1,209,069 

110,295 

General Counsel, Secretary and Senior Vice 

120,201 

  60,088 

Name and Position 

J.V. Continenza 

Executive Chairman 

J.J. Clarke 

R.W. Byrd 

President  

Former Chief Executive Officer  

D.E. Bullwinkle 

Chief Financial Officer, President, Eastman 

Business Park and Senior Vice President 

E. Mahe 

Former President, Brand, Film and Imaging 

Division, and Former Senior Vice President  

Executive Officer Group   

Non-Executive Director Group  

492,408 

  83,898 

262,929 

110,764 

5,469,371 

0 

0 

0 

1,003,387 

785,958 

1,027,547 

0 

0 

Each Nominee for Election as a Director Group 

2,050,000 

Each associate of any of such directors, 

executive officer or nominees 

Each other person who received or is to receive 

5 percent of such options, warrants or rights 

Non-Executive Officer Employee Group 

2,938,394 

1,810,950 

FEDERAL TAX TREATMENT 

The following is a summary of certain U.S. federal income tax consequences of participating in the Amended Plan. This 

discussion does not purport to be a complete statement of all aspects of the U.S. federal income tax consequences in this area, 

including any state, local or foreign tax consequences of participating in the Amended Plan. This section is based on the Code, 

its legislative history, existing and proposed regulations under the Code and published rulings and court decisions, all as 

currently in effect. These laws are subject to change, possibly on a retroactive basis. 

Incentive Stock Options 

A participant will not be subject to tax upon the grant of an Incentive Stock Option (ISO) or upon the exercise of an ISO. 

However, the excess of the fair market value of the shares on the date of exercise over the exercise price paid will be included in 

a participant’s alternative minimum taxable income. Whether a participant is subject to the alternative minimum tax will depend 

on the participant’s particular circumstances. The participant’s basis in the shares received will be equal to the exercise price 

paid, and the participant’s holding period in such shares will begin on the day following the date of exercise. 

If a participant disposes of the shares on or after the later of: 1) the second anniversary of the date of grant of the ISO and 2) the 

first anniversary of the date of exercise of the ISO (the statutory holding period), the participant will recognize a capital gain or 

loss in an amount equal to the difference between the amount realized on such disposition and the participant’s basis in the 

shares. 

If the participant disposes of the shares before the end of the statutory holding period, the participant will have engaged in a 

“disqualifying disposition.” As a result, the participant will be subject to tax: 1) on the excess of the fair market value of the shares 

on the date of exercise (or the amount realized on the disqualifying disposition, if less) over the exercise price paid, as ordinary 
(cid:3)
income and 2) on the excess, if any, of the amount realized on such disqualifying disposition over the fair market value of the 
shares on the date of exercise, as capital gain. If the amount a participant realizes from a disqualifying disposition is less than the 
exercise price paid (i.e., the participant’s basis) and the loss sustained upon such disposition would otherwise be recognized, a 
participant will not recognize any ordinary income from such disqualifying disposition and instead the participant will recognize a 
capital loss. In the event of a disqualifying disposition, subject to applicable provisions of the Code, including Section 162(m), the 
Company will be entitled to a deduction in the same amount. 

Income tax withholding and employment taxes do not apply upon the exercise of an ISO or upon any subsequent disposition, 
including a disqualifying disposition, of shares acquired pursuant to the exercise of the ISO. 

Nonqualified Stock Options  

The participant will not be subject to tax upon the grant of an Option which is a Nonqualified Stock Option. Upon exercise of a 
Nonqualified Stock Option, an amount equal to the excess of the fair market value of the shares acquired on the date of exercise 
over the exercise price paid is taxable to the participant as ordinary income, and subject to applicable provisions of the Code, 
including Section 162(m), the Company will be entitled at that time to a deduction in the same amount. This amount of income 
will be subject to income tax withholding and employment taxes. The participant’s basis in the shares received will equal the fair 
market value of the shares on the date of exercise, and the participant’s holding period in such shares will begin. 

Restricted Stock Awards, Restricted Stock Units and Other Stock-Based Awards 

A participant normally will not recognize taxable income and the Company will not be entitled to a deduction upon the grant of 
Restricted Stock Awards, RSUs or Other Stock-Based Awards. When the Restricted Stock Award vests or the RSUs settle or the 
Other Stock-Based Awards are paid or settle, the participant will recognize taxable ordinary income in an amount equal to the fair 
market value of the shares or other property received at that time, less the amount, if any, paid for the shares, and, subject to 
applicable provisions of the Code, including Section 162(m), the Company will be entitled at that time to a deduction in the same 
amount. However, a participant may elect to recognize taxable ordinary income in the year a Restricted Stock Award is granted 
in an amount equal to the excess of their fair market value at the grant date, determined without regard to certain restrictions, 
over the amount, if any, paid for the shares. In that event, subject to applicable provisions of the Code, including Section 162(m), 
the Company will be entitled to a deduction in such year in the same amount. Any gain or loss realized by the participant upon 
the subsequent disposition of shares received will be taxed as short-term or long-term capital gain or loss, but will not result in 
any further deduction for the Company. 

Limitation on Income Tax Deduction 

Section 162(m) of the Code places a $1,000,000 annual limit on the compensation deductible by the Company that is paid to an 
individual who is a covered employee.  

Tax Withholding 

The Company shall have the power and the right to deduct or withhold (or cause to be deducted or withheld) from any amount 
deliverable under an award or otherwise (including shares otherwise deliverable), or require a participant to remit to the 
Company, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or 
regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to required withholding, 
participants may elect (subject to the Company’s automatic withholding right set out above) to satisfy the withholding 
requirement, in whole or in part, (i) by having the Company withhold shares or (ii) through an independent broker-dealer 
arrangement to sell a sufficient number of shares, in each case, having a fair market value on the date the tax is to be 
determined equal to the minimum statutory total tax that could be imposed on the transaction.  

36 

(cid:3)

37

(cid:3)

 
 
EQUITY COMPENSATION PLAN INFORMATION 
(cid:3)
Information as of December 31, 2019 regarding the Company’s equity compensation plans is summarized in the following table:   

Number of Securities to be 
Issued Upon Exercise of 
Outstanding Options and 
Restricted Stock Units 

Weighted-Average 
Exercise Price of 
Outstanding Options 

Plan Category 

(a) 

2,050,000 

(b) 

$4.67 

Equity compensation plans 
approved by security 
holders (2)  

Equity compensation plans 
not approved by security 
holders (3) 

5,514,897 

$11.86 

0 

Number of Securities 
Remaining Available for 
Future Issuance Under 
Equity Compensation 
Plans (Excluding 
Securities Reflected in 
Column (a)) (1) 

(c) 

466,408  

(1) For the purposes of the number of shares available under the Plan, each stock option counts as a fraction of a share, based 

on the financial value of the stock option relative to a share.  

(2)  The First Amendment to the Plan was approved by shareholders on May 22, 2018 and added 1,000,000 shares to the share 

reserve. The information in this row represents the portion of the Plan approved by shareholders of the Company. 

(3) The Plan was approved by the Bankruptcy Court pursuant to the Plan of Reorganization, the material terms of which were 

summarized in the Company’s Current Report on Form 8-K filed on September 10, 2013, and a copy of which was filed with 
the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013. 

OTHER INFORMATION 

Approval of the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan requires the affirmative vote of a 
majority of the votes cast by the holders of shares entitled to vote.  

The Board of Directors recommends a vote FOR the approval of the amendment and restatement of the Company’s 
2013 Omnibus Incentive Plan. 

38

(cid:3)

39

(cid:3)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

(cid:3)

BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANY’S SHARES 

The table below presents certain information as of March 26, 2020 regarding the persons known to us to be the beneficial owner 

of more than 5% of the outstanding shares of our common stock and Series A convertible preferred stock, with percentages 

based on 43,675,070 shares of common stock outstanding and 2,000,000 shares of Series A convertible preferred stock 

outstanding. Except as noted, the number of shares outstanding does not include shares issuable upon conversion of our 

outstanding 5.00% Secured Convertible Notes due 2021 (Notes), which, until converted, have no voting rights. 

Name and Address of Beneficial Owner 

Number of 

Number of Shares of 

Common Shares 

Percent of Class 

Series A Convertible 

Percent of Class 

Beneficially 

Owned  

Beneficially 

Preferred Stock 

Beneficially 

Owned 

Beneficially Owned 

Owned 

James V. Continenza (1) 

c/o Eastman Kodak Company 

343 State Street 

Rochester, New York 14650 

George and Renee Karfunkel 

1671 52nd Street 

Brooklyn, New York 11204 

GKarfunkel Family LLC 

140 Broadway, Suite 3930 

New York, New York 10005 

Philippe D. Katz 

160 Broadway 

New York, New York 10038 

K.F. Investors LLC 

160 Broadway 

New York, New York 10038 

Moses Marx 

160 Broadway 

2,653,263 (2) 

5.8% 

6,863,126 (3) 

15.7% 

2,380,154 (4) 

5.4% 

10,580,813 (5) 

24.2% 

5,044,023 (6) 

11.5% 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

New York, New York 10038 

5,743,731 (7) 

13.2% 

Southeastern Asset Management, Inc., et al. 

6410 Poplar Avenue, Suite 900 

Memphis, Tennessee 38119 

47,952,051 (8) 

55.3% 

2,000,000(8) 

100% 

(1)  James Continenza has served as our Executive Chairman since February 2019 and was previously a Board member. 

(2) The amount shown includes presently exercisable options to purchase 2,050,000 shares of our common stock. Mr. Continenza 

also has 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors. 

(3) George Karfunkel reports sole voting and dispositive power with respect to 2,268,671 shares and shared voting and 

dispositive power over 4,437,605 shares. The amount shown for Mr. Karfunkel also includes 500,000 shares of our common 

stock owned by the Chesed Foundation of America, a charitable foundation controlled by Mr. Karfunkel. Renee Karfunkel, Mr. 

Karfunkel’s spouse, holds 6,306,276 of these shares as a joint tenant with Mr. Karfunkel. This information is based on 

Amendment No. 1 to the Schedule 13D filed by Mr. and Mrs. Karfunkel on December 6, 2019 and subsequent Section 16 

reports filed with the SEC by Mr. and Mrs. Karfunkel. 

(4) GKarfunkel Family LLC (Family LLC) and Henry Reinhold, the sole manager of the Family LLC, have sole voting and 

dispositive power with respect to 2,380,154 shares. This information has been provided to us by advisors to the Family LLC. 

(5) Philippe Katz has an indirect ownership interest in 1,569,870 shares held by Momar Corporation and 48,875 shares held by 

111 John Realty Corp., each an entity in which Mr. Katz has an ownership interest; 7,598 shares held by United Equities 

Commodities Company (United Equities), an entity of which Mr. Katz is a general partner; 87,720 shares held by Marneu 

Holding Company (Marneu), an entity of which Mr. Katz is a partner; and 2,522,011 shares held by K.F. Investors (KF 

 
 
 
 
 
 
EQUITY COMPENSATION PLAN INFORMATION 

(cid:3)

Information as of December 31, 2019 regarding the Company’s equity compensation plans is summarized in the following table:   

Number of Securities to be 

Issued Upon Exercise of 

Outstanding Options and 

Restricted Stock Units 

Weighted-Average 

Exercise Price of 

Outstanding Options 

Plan Category 

(a) 

2,050,000 

(b) 

$4.67 

5,514,897 

$11.86 

Equity compensation plans 

approved by security 

holders (2)  

Equity compensation plans 

not approved by security 

holders (3) 

Number of Securities 

Remaining Available for 

Future Issuance Under 

Equity Compensation 

Plans (Excluding 

Securities Reflected in 

Column (a)) (1) 

466,408  

(c) 

0 

(1) For the purposes of the number of shares available under the Plan, each stock option counts as a fraction of a share, based 

on the financial value of the stock option relative to a share.  

(2)  The First Amendment to the Plan was approved by shareholders on May 22, 2018 and added 1,000,000 shares to the share 

reserve. The information in this row represents the portion of the Plan approved by shareholders of the Company. 

(3) The Plan was approved by the Bankruptcy Court pursuant to the Plan of Reorganization, the material terms of which were 

summarized in the Company’s Current Report on Form 8-K filed on September 10, 2013, and a copy of which was filed with 

the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013. 

OTHER INFORMATION 

Approval of the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan requires the affirmative vote of a 

majority of the votes cast by the holders of shares entitled to vote.  

The Board of Directors recommends a vote FOR the approval of the amendment and restatement of the Company’s 

2013 Omnibus Incentive Plan. 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
(cid:3)

BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANY’S SHARES 

The table below presents certain information as of March 26, 2020 regarding the persons known to us to be the beneficial owner 
of more than 5% of the outstanding shares of our common stock and Series A convertible preferred stock, with percentages 
based on 43,675,070 shares of common stock outstanding and 2,000,000 shares of Series A convertible preferred stock 
outstanding. Except as noted, the number of shares outstanding does not include shares issuable upon conversion of our 
outstanding 5.00% Secured Convertible Notes due 2021 (Notes), which, until converted, have no voting rights. 

Name and Address of Beneficial Owner 

Number of 
Common Shares 
Beneficially 
Owned  

Percent of Class 
Beneficially 
Owned 

Number of Shares of 
Series A Convertible 
Preferred Stock 
Beneficially Owned 

Percent of Class 
Beneficially 
Owned 

James V. Continenza (1) 
c/o Eastman Kodak Company 
343 State Street 
Rochester, New York 14650 

George and Renee Karfunkel 
1671 52nd Street 
Brooklyn, New York 11204 

GKarfunkel Family LLC 
140 Broadway, Suite 3930 
New York, New York 10005 

Philippe D. Katz 
160 Broadway 
New York, New York 10038 

K.F. Investors LLC 
160 Broadway 
New York, New York 10038 

Moses Marx 
160 Broadway 
New York, New York 10038 

2,653,263 (2) 

5.8% 

6,863,126 (3) 

15.7% 

2,380,154 (4) 

5.4% 

10,580,813 (5) 

24.2% 

5,044,023 (6) 

11.5% 

5,743,731 (7) 

13.2% 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

Southeastern Asset Management, Inc., et al. 
6410 Poplar Avenue, Suite 900 
Memphis, Tennessee 38119 

47,952,051 (8) 

55.3% 

2,000,000(8) 

100% 

(1)  James Continenza has served as our Executive Chairman since February 2019 and was previously a Board member. 
(2) The amount shown includes presently exercisable options to purchase 2,050,000 shares of our common stock. Mr. Continenza 

also has 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors. 

(3) George Karfunkel reports sole voting and dispositive power with respect to 2,268,671 shares and shared voting and 

dispositive power over 4,437,605 shares. The amount shown for Mr. Karfunkel also includes 500,000 shares of our common 
stock owned by the Chesed Foundation of America, a charitable foundation controlled by Mr. Karfunkel. Renee Karfunkel, Mr. 
Karfunkel’s spouse, holds 6,306,276 of these shares as a joint tenant with Mr. Karfunkel. This information is based on 
Amendment No. 1 to the Schedule 13D filed by Mr. and Mrs. Karfunkel on December 6, 2019 and subsequent Section 16 
reports filed with the SEC by Mr. and Mrs. Karfunkel. 

(4) GKarfunkel Family LLC (Family LLC) and Henry Reinhold, the sole manager of the Family LLC, have sole voting and 

dispositive power with respect to 2,380,154 shares. This information has been provided to us by advisors to the Family LLC. 

(5) Philippe Katz has an indirect ownership interest in 1,569,870 shares held by Momar Corporation and 48,875 shares held by 
111 John Realty Corp., each an entity in which Mr. Katz has an ownership interest; 7,598 shares held by United Equities 
Commodities Company (United Equities), an entity of which Mr. Katz is a general partner; 87,720 shares held by Marneu 
Holding Company (Marneu), an entity of which Mr. Katz is a partner; and 2,522,011 shares held by K.F. Investors (KF 

38

(cid:3)

39

(cid:3)

 
 
 
 
 
 
(cid:3)

Investors), an entity of which Mr. Katz is a managing member and a greater than 5% holder of our shares as reported in this 
table. Mr. Katz is the son-in-law of Moses Marx, a greater than 5% holder of our shares as reported in this table. 

(6) KF Investors has sole voting and dispositive power over these shares. KF Investors, Moses Marx and the other entities 

referenced in footnote 7 have agreed to act as a “group” within the meaning of Section 13(d)(3) of the Exchange Act. This 
information is based on Amendment No. 2 to Schedule 13D filed jointly by KF Investors, Mr. Marx and the entities described in 
footnote 7 on December 4, 2019 and Section 16 reports filed with the SEC by KF Investors. 

(7) Moses Marx has shared voting and dispositive power over 3,139,741 shares of our common stock held by Momar 

Corporation, of which Mr. Marx serves as president, and 1,519,646 shares held by United Equities, a private investment 
company of which Mr. Marx is a 99% general partner. The amount shown also includes 170,000 shares held by 111 John 
Realty Corp., in which Mr. Marx and his spouse hold a 50% interest, and 614,041 shares held by Marneu, in which Mr. Marx 
holds a direct and indirect 71% general partnership interest. Additionally, the amount shown also includes 300,303 shares held 
directly by Mr. Marx. The amount shown does not include the 5,044,023 shares of our common stock held by KF Investors. 
Mr. Marx and the other entities referenced in this footnote have agreed to act as a “group” with KF Investors within the 
meaning of Section 13(d)(3) of the Exchange Act, but Mr. Marx has no ownership interest in or any control over KF Investors. 
This information is based on Amendment No. 2 to Schedule 13D filed jointly by Mr. Marx and the entities described in this 
footnote on December 4, 2019 and Section 16 reports filed with the SEC by Mr. Marx. 

(8) Southeastern reports beneficial ownership of 47,952,051 shares of our common stock, including 11,494,200 shares issuable 

upon conversion of 2,000,000 shares of Series A convertible preferred stock (or 2.3% of the outstanding shares) and 
31,497,851 shares underlying Notes (or 36.4% of the outstanding shares). For purposes of determining the beneficial 
ownership of Southeastern et al., the shares underlying the Series A convertible preferred stock and the shares issuable upon 
conversion of the Notes, which are freely convertible, are included in the outstanding share amount. Southeastern has not 
converted any Notes and does not vote these underlying shares. Southeastern shares voting power with Longleaf Partners 
Small-Cap Fund (Longleaf), a series of Longleaf Partners Funds Trust, a Massachusetts business trust, with respect to 
44,075,040 shares.  Southeastern reports no voting power with respect to 3,877,011 shares.  Southeastern has sole 
dispositive power with respect to 767,408 shares and shares dispositive power with respect to 47,184,643 shares, including 
44,075,040 shares with Longleaf.  Mr. O. Mason Hawkins is the Chairman of the Board and Chief Executive Officer of 
Southeastern.  All shares reported by Southeastern are owned by Southeastern’s investment advisory clients, including 
Longleaf, and none are owned directly or indirectly by Southeastern.  This information is based on Amendment No. 6 to the 
Schedule 13G filed with the SEC on February 14, 2020 by Southeastern, et al. 

BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS 

(cid:3)

The table below presents certain information as of March 26, 2020 regarding shares of our common stock and shares of our 

Series A convertible preferred stock held by our directors, nominees, each of our named executive officers and all directors, 

nominees and executive officers as a group. 

Name of Beneficial Owner 

Beneficially Owned (1) 

Number of Common Shares 

Number of Shares of 

Percent of 

Percent of Class 

Series A Convertible 

Class 

Beneficially 

Owned (1) (2) 

Preferred Stock 

Beneficially 

Beneficially Owned (1) (2) 

Owned (1) (2) 

Directors and Nominees 

Richard Todd Bradley 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe D. Katz 

Jason New 

William G. Parrett  

Jeffrey J. Clarke (9) 

Eric-Yves Mahe (11) 

Roger Byrd 

David Bullwinkle 

All directors and executive 

officers as a group (13 

Named Executive Officers 

James V. Continenza (7) 

2,653,263 (8) 

112,341  

148,953 (3) 

6,863,126 (4) 

10,580,813 (5) 

--   

15,683 (6) 

856,619 (10) 

153,691 (12) 

64,682 (13) 

366,933 (14) 

 15.7% 

  24.2% 

   5.8% 

  1.9% 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- (3) 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

persons, including the above)  

22,553,008 (15) 

46.1% 

--  (3) 

-- (3) 

(1)  Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, 

has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that 

may be acquired within 60 days, including, but not limited to, the right to acquire shares by the exercise of options. Shares that 

may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options.” Percentages 

are based on 43,675,070 shares of common stock outstanding except where the person has the right to receive shares within 

the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares owned by such 

person and the number of shares outstanding. Unless otherwise indicated in the other footnotes to this table, each 

shareholder named in the table has sole voting and investment power with respect to all of the shares shown as owned by the 

shareholder. 

(2)  We have omitted percentages of less than 1% from the table. 

(3)  Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W 

Partners Master Fund Limited, whose ownership includes 1,574,892 shares underlying Notes and is one of the purchasers of 

the Series A convertible preferred stock reported by Southeastern Asset Management, Inc. in the table “Beneficial Security 

Ownership of More than 5% of the Company’s Shares.”  Mr. Engelberg disclaims beneficial ownership of these shares. 

(4)   The amount shown includes 500,000 shares of our common stock owned by the Chesed Foundation of America, a charitable 

foundation controlled by Mr. Karfunkel. 

(5)  Mr. Katz has an indirect ownership interest in 1,569,870 shares held by Momar Corporation and 48,875 shares held by 111 

John Realty Corp., each an entity in which Mr. Katz has an ownership interest; 7,598 shares held by United Equities, an entity 

of which Mr. Katz is a general partner; 87,720 shares held by Marneu, an entity of which Mr. Katz is a partner; and 2,522,011 

shares held by KF Investors, an entity of which Mr. Katz is a managing member and a greater than 5% holder of our shares as 

reported above in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.”  Mr. Katz is the son-in-

law of Moses Marx, a greater than 5% holder of our shares as also reported in the table “Beneficial Security Ownership of 

More than 5% of the Company’s Shares.” 

40 

(cid:3)

41

(cid:3)

 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
(cid:3)

Investors), an entity of which Mr. Katz is a managing member and a greater than 5% holder of our shares as reported in this 

table. Mr. Katz is the son-in-law of Moses Marx, a greater than 5% holder of our shares as reported in this table. 

(6) KF Investors has sole voting and dispositive power over these shares. KF Investors, Moses Marx and the other entities 

referenced in footnote 7 have agreed to act as a “group” within the meaning of Section 13(d)(3) of the Exchange Act. This 

information is based on Amendment No. 2 to Schedule 13D filed jointly by KF Investors, Mr. Marx and the entities described in 

footnote 7 on December 4, 2019 and Section 16 reports filed with the SEC by KF Investors. 

(7) Moses Marx has shared voting and dispositive power over 3,139,741 shares of our common stock held by Momar 

Corporation, of which Mr. Marx serves as president, and 1,519,646 shares held by United Equities, a private investment 

company of which Mr. Marx is a 99% general partner. The amount shown also includes 170,000 shares held by 111 John 

Realty Corp., in which Mr. Marx and his spouse hold a 50% interest, and 614,041 shares held by Marneu, in which Mr. Marx 

holds a direct and indirect 71% general partnership interest. Additionally, the amount shown also includes 300,303 shares held 

directly by Mr. Marx. The amount shown does not include the 5,044,023 shares of our common stock held by KF Investors. 

Mr. Marx and the other entities referenced in this footnote have agreed to act as a “group” with KF Investors within the 

meaning of Section 13(d)(3) of the Exchange Act, but Mr. Marx has no ownership interest in or any control over KF Investors. 

This information is based on Amendment No. 2 to Schedule 13D filed jointly by Mr. Marx and the entities described in this 

footnote on December 4, 2019 and Section 16 reports filed with the SEC by Mr. Marx. 

(8) Southeastern reports beneficial ownership of 47,952,051 shares of our common stock, including 11,494,200 shares issuable 

upon conversion of 2,000,000 shares of Series A convertible preferred stock (or 2.3% of the outstanding shares) and 

31,497,851 shares underlying Notes (or 36.4% of the outstanding shares). For purposes of determining the beneficial 

ownership of Southeastern et al., the shares underlying the Series A convertible preferred stock and the shares issuable upon 

conversion of the Notes, which are freely convertible, are included in the outstanding share amount. Southeastern has not 

converted any Notes and does not vote these underlying shares. Southeastern shares voting power with Longleaf Partners 

Small-Cap Fund (Longleaf), a series of Longleaf Partners Funds Trust, a Massachusetts business trust, with respect to 

44,075,040 shares.  Southeastern reports no voting power with respect to 3,877,011 shares.  Southeastern has sole 

dispositive power with respect to 767,408 shares and shares dispositive power with respect to 47,184,643 shares, including 

44,075,040 shares with Longleaf.  Mr. O. Mason Hawkins is the Chairman of the Board and Chief Executive Officer of 

Southeastern.  All shares reported by Southeastern are owned by Southeastern’s investment advisory clients, including 

Longleaf, and none are owned directly or indirectly by Southeastern.  This information is based on Amendment No. 6 to the 

Schedule 13G filed with the SEC on February 14, 2020 by Southeastern, et al. 

BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS 
(cid:3)
The table below presents certain information as of March 26, 2020 regarding shares of our common stock and shares of our 
Series A convertible preferred stock held by our directors, nominees, each of our named executive officers and all directors, 
nominees and executive officers as a group. 

Number of Common Shares 
Beneficially Owned (1) 

Percent of Class 
Beneficially 
Owned (1) (2) 

Number of Shares of 
Series A Convertible 
Preferred Stock 
Beneficially Owned (1) (2) 

Percent of 
Class 
Beneficially 
Owned (1) (2) 

Name of Beneficial Owner 

Directors and Nominees 

Richard Todd Bradley 

Jeffrey D. Engelberg 

George Karfunkel 

Philippe D. Katz 

Jason New 

William G. Parrett  

Jeffrey J. Clarke (9) 

Eric-Yves Mahe (11) 

Roger Byrd 

David Bullwinkle 

All directors and executive 
officers as a group (13 
persons, including the above)  

112,341  

148,953 (3) 

6,863,126 (4) 

10,580,813 (5) 

--   

15,683 (6) 

856,619 (10) 

153,691 (12) 

64,682 (13) 

366,933 (14) 

Named Executive Officers 

James V. Continenza (7) 

2,653,263 (8) 

-- 

-- 

 15.7% 

  24.2% 

-- 

-- 

   5.8% 

  1.9% 

-- 

-- 

-- 

-- 

-- (3) 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

-- 

22,553,008 (15) 

46.1% 

--  (3) 

-- (3) 

(1)  Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, 
has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that 
may be acquired within 60 days, including, but not limited to, the right to acquire shares by the exercise of options. Shares that 
may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options.” Percentages 
are based on 43,675,070 shares of common stock outstanding except where the person has the right to receive shares within 
the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares owned by such 
person and the number of shares outstanding. Unless otherwise indicated in the other footnotes to this table, each 
shareholder named in the table has sole voting and investment power with respect to all of the shares shown as owned by the 
shareholder. 

(2)  We have omitted percentages of less than 1% from the table. 

(3)  Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W 

Partners Master Fund Limited, whose ownership includes 1,574,892 shares underlying Notes and is one of the purchasers of 
the Series A convertible preferred stock reported by Southeastern Asset Management, Inc. in the table “Beneficial Security 
Ownership of More than 5% of the Company’s Shares.”  Mr. Engelberg disclaims beneficial ownership of these shares. 

(4)   The amount shown includes 500,000 shares of our common stock owned by the Chesed Foundation of America, a charitable 

foundation controlled by Mr. Karfunkel. 

(5)  Mr. Katz has an indirect ownership interest in 1,569,870 shares held by Momar Corporation and 48,875 shares held by 111 

John Realty Corp., each an entity in which Mr. Katz has an ownership interest; 7,598 shares held by United Equities, an entity 
of which Mr. Katz is a general partner; 87,720 shares held by Marneu, an entity of which Mr. Katz is a partner; and 2,522,011 
shares held by KF Investors, an entity of which Mr. Katz is a managing member and a greater than 5% holder of our shares as 
reported above in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.”  Mr. Katz is the son-in-
law of Moses Marx, a greater than 5% holder of our shares as also reported in the table “Beneficial Security Ownership of 
More than 5% of the Company’s Shares.” 

40 

(cid:3)

41

(cid:3)

 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
(6)  Mr. Parrett has 125,336 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors. 
(cid:3)
(7)  Mr. Continenza has served as our Executive Chairman since February 2019 and was previously a Board member. 

(8)  The amount shown includes presently exercisable options to purchase 2,050,000 shares of our common stock. Mr. 

Continenza also has 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for 
Directors. 

(9)  Mr. Clarke, a named executive officer, served as our Chief Executive Officer until February 20, 2019.  

(10) The amount shown includes presently exercisable options to purchase 826,619 shares of our common stock. 

(11)  Mr. Mahe, a named executive officer, ceased employment with the Company effective August 25, 2019. 

(12) The amount shown includes presently exercisable options to purchase 153,691 shares of our common stock. 

(13) The amount shown includes presently exercisable options to purchase 50,218 shares of our common stock. 

(14) The amount shown includes presently exercisable options to purchase 325,952 shares of our common stock. 
(15) The amount shown includes presently exercisable options to purchase an aggregate of 640,710 shares of common stock for 

executive officers who are not named executive officers. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

(cid:3)

INTERESTED TRANSACTIONS 

Our Board has adopted written policies and procedures relating to approval or ratification of “interested transactions” with “related 

parties.” Under these policies and procedures, which are posted on our website at http://investor.kodak.com/supporting.cfm, our 

Governance Committee reviews the material facts of all interested transactions that require the committee’s approval. The 

Governance Committee will approve or disapprove the interested transactions, subject to certain exceptions, by taking into account, 

among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally 

available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the 

transaction. No director or board observer may participate in any discussion or approval of an interested transaction for which he or 

she is a related party, other than providing material information concerning the interested transaction to the Governance 

Committee. If an interested transaction will be ongoing, the Governance Committee may establish guidelines for our management 

to follow in its ongoing dealings with the related party and then, at least annually, must review and assess ongoing relationships 

with the related party. 

Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series 

of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the 

aggregate amount involved will or may be expected to exceed $100,000, our company is a participant and any related party has 

or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of 

another entity). A “related party” is any person who is or was, since the beginning of the last fiscal year for which we have filed a 

Form 10-K and proxy statement, a Section 16 Executive Officer, director or nominee for election as a director or board observer 

(even if the person does not presently serve in that role), a beneficial owner of greater than 5% of our common stock or any 

immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, 

children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone 

residing in such person’s home (other than a tenant or employee). 

The Board has granted standing pre-approval or ratification for the categories of interested transactions described below. In 

addition, any interested transaction with a related party in which the aggregate amount involved is expected to be less than 

$120,000 may be pre-approved by the Chair of the Governance Committee. Pre-approved interested transactions include: 

•  Employment of Section 16 Executive Officers either if the related compensation is required to be reported or if 

the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or 

a director, and the related compensation would be reported if the Section 16 Executive Officer was a “Named 

Executive Officer” and our Executive Compensation Committee approved (or recommended that the Board 

approve) such compensation.  

•  Any compensation paid to a director if the compensation is required to be reported. 

•  Any transaction with another company with which a related person’s only relationship is as an employee (other 

than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the 

aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual 

revenues. 

bids. 

•  Any charitable contribution, grant or endowment by our company to a charitable organization, foundation or 

university with which a related person’s only relationship is as an employee (other than an executive officer) or 

a director, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the charitable 

organization’s total annual receipts. 

•  Any transaction where the related person’s interest arises solely from the ownership of our common stock and 

all holders of our common stock received the same benefit on a pro rata basis (e.g., dividends). 

•  Any transaction involving a related party where the rates or charges involved are determined by competitive 

•  Any transaction with a related party involving the rendering of services as a common or contract carrier, or 

public utility, at rates or charges fixed in conformity with law or governmental authority. 

•  Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, 

trustee under a trust indenture or similar services. 

42 

(cid:3)

43 

(cid:3)

 
 
 
 
 
 
(6)  Mr. Parrett has 125,336 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors. 

(7)  Mr. Continenza has served as our Executive Chairman since February 2019 and was previously a Board member. 

(8)  The amount shown includes presently exercisable options to purchase 2,050,000 shares of our common stock. Mr. 

Continenza also has 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for 

(cid:3)

Directors. 

(9)  Mr. Clarke, a named executive officer, served as our Chief Executive Officer until February 20, 2019.  

(10) The amount shown includes presently exercisable options to purchase 826,619 shares of our common stock. 

(11)  Mr. Mahe, a named executive officer, ceased employment with the Company effective August 25, 2019. 

(12) The amount shown includes presently exercisable options to purchase 153,691 shares of our common stock. 

(13) The amount shown includes presently exercisable options to purchase 50,218 shares of our common stock. 

(14) The amount shown includes presently exercisable options to purchase 325,952 shares of our common stock. 

(15) The amount shown includes presently exercisable options to purchase an aggregate of 640,710 shares of common stock for 

executive officers who are not named executive officers. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
(cid:3)

INTERESTED TRANSACTIONS 

Our Board has adopted written policies and procedures relating to approval or ratification of “interested transactions” with “related 
parties.” Under these policies and procedures, which are posted on our website at http://investor.kodak.com/supporting.cfm, our 
Governance Committee reviews the material facts of all interested transactions that require the committee’s approval. The 
Governance Committee will approve or disapprove the interested transactions, subject to certain exceptions, by taking into account, 
among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally 
available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the 
transaction. No director or board observer may participate in any discussion or approval of an interested transaction for which he or 
she is a related party, other than providing material information concerning the interested transaction to the Governance 
Committee. If an interested transaction will be ongoing, the Governance Committee may establish guidelines for our management 
to follow in its ongoing dealings with the related party and then, at least annually, must review and assess ongoing relationships 
with the related party. 

Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series 
of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the 
aggregate amount involved will or may be expected to exceed $100,000, our company is a participant and any related party has 
or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of 
another entity). A “related party” is any person who is or was, since the beginning of the last fiscal year for which we have filed a 
Form 10-K and proxy statement, a Section 16 Executive Officer, director or nominee for election as a director or board observer 
(even if the person does not presently serve in that role), a beneficial owner of greater than 5% of our common stock or any 
immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, 
children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone 
residing in such person’s home (other than a tenant or employee). 

The Board has granted standing pre-approval or ratification for the categories of interested transactions described below. In 
addition, any interested transaction with a related party in which the aggregate amount involved is expected to be less than 
$120,000 may be pre-approved by the Chair of the Governance Committee. Pre-approved interested transactions include: 

•  Employment of Section 16 Executive Officers either if the related compensation is required to be reported or if 
the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or 
a director, and the related compensation would be reported if the Section 16 Executive Officer was a “Named 
Executive Officer” and our Executive Compensation Committee approved (or recommended that the Board 
approve) such compensation.  

•  Any compensation paid to a director if the compensation is required to be reported. 
•  Any transaction with another company with which a related person’s only relationship is as an employee (other 

than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the 
aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual 
revenues. 

•  Any charitable contribution, grant or endowment by our company to a charitable organization, foundation or 

university with which a related person’s only relationship is as an employee (other than an executive officer) or 
a director, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the charitable 
organization’s total annual receipts. 

•  Any transaction where the related person’s interest arises solely from the ownership of our common stock and 

all holders of our common stock received the same benefit on a pro rata basis (e.g., dividends). 

•  Any transaction involving a related party where the rates or charges involved are determined by competitive 

bids. 

•  Any transaction with a related party involving the rendering of services as a common or contract carrier, or 

public utility, at rates or charges fixed in conformity with law or governmental authority. 

•  Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, 

trustee under a trust indenture or similar services. 

42 

(cid:3)

43 

(cid:3)

 
 
 
 
 
 
The Governance Committee reviews pre-approved transactions at its regularly scheduled meetings and considered the following 
(cid:3)
related party relationships and interests as follows: 

PRINCIPAL ACCOUNTING FEES AND SERVICES 

(cid:3)

•  Messrs. Karfunkel and New, each of whom is a current director, are individuals or principals of or affiliated with 
entities that held securities of Kodak by virtue of a Backstop Commitment Agreement that we entered into 
effective upon emergence from bankruptcy in September 2013.  Mr. Karfunkel currently holds approximately 
15.7% of our outstanding common stock (including through a charitable foundation controlled by Mr. Karfunkel).  
Mr. New, was a Senior Managing Director of The Blackstone Group L.P, a formerly large holder of our common 
stock, until December 2019. 

•  Messrs. Bradley and Engelberg are directors who were designated by the purchasers of the Company’s Series 
A convertible preferred stock pursuant to the terms of the Purchase Agreement dated as of November 7, 2016 
between the Company, Southeastern and certain investment funds managed by Southeastern.  Mr. Engelberg 
is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W 
Partners Master Fund Limited, one of the purchasers of the Series A convertible preferred stock.  In May 2019, 
Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, 
which are investment funds managed by Southeastern, purchased $100 million aggregate principal amount of 
convertible notes, none of which have been converted and, as a result, do not have voting rights. Southeastern 
may be deemed to hold approximately 55.3% of our outstanding common stock and C2W Partners Master 
Fund Limited may be deemed to hold approximately 3.6% of our outstanding common stock.   

•  Mr. Katz, a current director, is affiliated with Momar Corporation, an entity in which Mr. Katz has an ownership 
interest, United Equities Commodities Company, an entity of which Mr. Katz is a general partner, Marneu 
Holding Company, an entity of which Mr. Katz is a partner, KF Investors, an entity of which Mr. Katz is a 
managing member, and 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, each of 
which holds an equity interest in our company.  KF Investors is a greater than 5% holder of our shares as 
reported above in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.”  As a 
result, Mr. Katz holds an indirect pecuniary interest in approximately 9.8% of our outstanding common stock. 
Mr. Katz is also the son-in-law of Moses Marx, a greater than 5% holder of our shares as also reported in the 
table “Beneficial Security Ownership of More than 5% of the Company’s Shares.” 

•  Mr. Continenza, our Executive Chairman, is also the Chairman and Chief Executive Officer of Vivial, Inc. 

(Vivial), a privately held marketing technology and communications company that provides a wide range of 
digital and legacy leads-generating products to local and national advertisers. In January 2020, in the ordinary 
course of business, the Company engaged Vivial on an arm’s length competitive basis to provide salesforce 
optimization consulting services at an expected cost over a two-year period of up to $2 million. Mr. Continenza 
did not participate in the negotiation or decision-making process. By virtue of Mr. Continenza’s positions, he is 
deemed to have an indirect material interest in the Company’s transactions with Vivial. At its meeting on 
January 8, 2020, our Governance Committee considered the relevant information and pre-approved the 
transaction with Vivial. 

AUDIT AND NON-AUDIT FEES 

The following fees were approved by the Audit and Finance Committee and were billed by PricewaterhouseCoopers LLP (PwC), 

our independent registered public accounting firm (independent accountants), for services rendered in 2019 and 2018. 

Type of Service (in millions) 

Audit Fees 

Audit-Related Fees 

Tax Fees 

All Other Fees 

  Total 

2019 

$4.68(1) 

0.02 

0.01 

0.01 

$4.72 

2018 

$4.51 

0.00 

0.02 

0.01 

$4.54 

(1) Estimated; subject to finalization. 

The audit fees in 2019 related primarily to the annual audit of our consolidated financial statements included in our Annual 

Report on Form 10-K, quarterly reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and 

statutory audits of certain of our subsidiaries. 

The audit fees in 2018 related primarily to the annual audit of our consolidated financial statements (including Section 404 

internal control assessment under the Sarbanes-Oxley Act of 2002) included in our Annual Report on Form 10-K, quarterly 

reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and statutory audits of certain of our 

subsidiaries. 

Audit related fees in 2019 primarily consist of fees for the performance of attest services. 

Tax fees in 2019 and 2018 were for tax compliance services. 

All other fees for 2019 and 2018 consist of non-audit related procurement of an on-line accounting research tool and financial 

statement disclosure checklist offered by PwC to its clients. 

POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY OUR INDEPENDENT 

ACCOUNTANTS 

The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the Pre-Approval Policy) 

requiring the Audit and Finance Committee’s pre-approval of all audit and permissible non-audit services provided by the 

independent accountants. The Pre-Approval Policy sets forth principles that must be considered by the Audit and Finance 

Committee in approving services to ensure that the independent accountant’s independence is not impaired; describes the audit, 

audit-related, tax and other permissible non-audit services that may be provided and the non-audit services that are prohibited; 

and sets forth the pre-approval requirements for all permitted services.  

The Pre-Approval Policy provides for the general pre-approval of specific types of audit, audit-related, tax and other permissible 

non-audit services and annual approval of a budget for such services. As set forth in the Pre-Approval Policy, unless a type of 

service has received general pre-approval, it will require specific pre-approval by the Audit and Finance Committee. In addition, 

any proposed services exceeding pre-approved budgeted amounts will also require specific pre-approval by the Audit and 

Finance Committee. The independent accountant is required to report quarterly to the Audit and Finance Committee regarding 

the extent of services provided in accordance with their pre-approval and the fees for the services performed to date. The Pre-

Approval Policy also delegates to the Audit and Finance Committee’s Chair the authority to pre-approve specific engagements or 

changes to engagements when it is not practical to bring the matter before the Committee as a whole. The Audit and Finance 

Committee may not delegate its responsibilities to pre-approve services performed by the independent accountant to 

management or to others. 

In 2019 and 2018, the Audit and Finance Committee pre-approved all services performed by PwC. 

44

(cid:3)

45

(cid:3)

 
 
 
 
The Governance Committee reviews pre-approved transactions at its regularly scheduled meetings and considered the following 

(cid:3)

related party relationships and interests as follows: 

PRINCIPAL ACCOUNTING FEES AND SERVICES 
(cid:3)

•  Messrs. Karfunkel and New, each of whom is a current director, are individuals or principals of or affiliated with 

entities that held securities of Kodak by virtue of a Backstop Commitment Agreement that we entered into 

effective upon emergence from bankruptcy in September 2013.  Mr. Karfunkel currently holds approximately 

15.7% of our outstanding common stock (including through a charitable foundation controlled by Mr. Karfunkel).  

Mr. New, was a Senior Managing Director of The Blackstone Group L.P, a formerly large holder of our common 

stock, until December 2019. 

•  Messrs. Bradley and Engelberg are directors who were designated by the purchasers of the Company’s Series 

A convertible preferred stock pursuant to the terms of the Purchase Agreement dated as of November 7, 2016 

between the Company, Southeastern and certain investment funds managed by Southeastern.  Mr. Engelberg 

is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W 

Partners Master Fund Limited, one of the purchasers of the Series A convertible preferred stock.  In May 2019, 

Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, 

which are investment funds managed by Southeastern, purchased $100 million aggregate principal amount of 

convertible notes, none of which have been converted and, as a result, do not have voting rights. Southeastern 

may be deemed to hold approximately 55.3% of our outstanding common stock and C2W Partners Master 

Fund Limited may be deemed to hold approximately 3.6% of our outstanding common stock.   

•  Mr. Katz, a current director, is affiliated with Momar Corporation, an entity in which Mr. Katz has an ownership 

interest, United Equities Commodities Company, an entity of which Mr. Katz is a general partner, Marneu 

Holding Company, an entity of which Mr. Katz is a partner, KF Investors, an entity of which Mr. Katz is a 

managing member, and 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, each of 

which holds an equity interest in our company.  KF Investors is a greater than 5% holder of our shares as 

reported above in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.”  As a 

result, Mr. Katz holds an indirect pecuniary interest in approximately 9.8% of our outstanding common stock. 

Mr. Katz is also the son-in-law of Moses Marx, a greater than 5% holder of our shares as also reported in the 

table “Beneficial Security Ownership of More than 5% of the Company’s Shares.” 

•  Mr. Continenza, our Executive Chairman, is also the Chairman and Chief Executive Officer of Vivial, Inc. 

(Vivial), a privately held marketing technology and communications company that provides a wide range of 

digital and legacy leads-generating products to local and national advertisers. In January 2020, in the ordinary 

course of business, the Company engaged Vivial on an arm’s length competitive basis to provide salesforce 

optimization consulting services at an expected cost over a two-year period of up to $2 million. Mr. Continenza 

did not participate in the negotiation or decision-making process. By virtue of Mr. Continenza’s positions, he is 

deemed to have an indirect material interest in the Company’s transactions with Vivial. At its meeting on 

January 8, 2020, our Governance Committee considered the relevant information and pre-approved the 

transaction with Vivial. 

AUDIT AND NON-AUDIT FEES 

The following fees were approved by the Audit and Finance Committee and were billed by PricewaterhouseCoopers LLP (PwC), 
our independent registered public accounting firm (independent accountants), for services rendered in 2019 and 2018. 

Type of Service (in millions) 

Audit Fees 

Audit-Related Fees 

Tax Fees 

All Other Fees 

  Total 

2019 

$4.68(1) 

0.02 

0.01 

0.01 

$4.72 

2018 

$4.51 

0.00 

0.02 

0.01 

$4.54 

(1) Estimated; subject to finalization. 

The audit fees in 2019 related primarily to the annual audit of our consolidated financial statements included in our Annual 
Report on Form 10-K, quarterly reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and 
statutory audits of certain of our subsidiaries. 

The audit fees in 2018 related primarily to the annual audit of our consolidated financial statements (including Section 404 
internal control assessment under the Sarbanes-Oxley Act of 2002) included in our Annual Report on Form 10-K, quarterly 
reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and statutory audits of certain of our 
subsidiaries. 

Audit related fees in 2019 primarily consist of fees for the performance of attest services. 

Tax fees in 2019 and 2018 were for tax compliance services. 

All other fees for 2019 and 2018 consist of non-audit related procurement of an on-line accounting research tool and financial 
statement disclosure checklist offered by PwC to its clients. 

POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY OUR INDEPENDENT 
ACCOUNTANTS 

The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the Pre-Approval Policy) 
requiring the Audit and Finance Committee’s pre-approval of all audit and permissible non-audit services provided by the 
independent accountants. The Pre-Approval Policy sets forth principles that must be considered by the Audit and Finance 
Committee in approving services to ensure that the independent accountant’s independence is not impaired; describes the audit, 
audit-related, tax and other permissible non-audit services that may be provided and the non-audit services that are prohibited; 
and sets forth the pre-approval requirements for all permitted services.  

The Pre-Approval Policy provides for the general pre-approval of specific types of audit, audit-related, tax and other permissible 
non-audit services and annual approval of a budget for such services. As set forth in the Pre-Approval Policy, unless a type of 
service has received general pre-approval, it will require specific pre-approval by the Audit and Finance Committee. In addition, 
any proposed services exceeding pre-approved budgeted amounts will also require specific pre-approval by the Audit and 
Finance Committee. The independent accountant is required to report quarterly to the Audit and Finance Committee regarding 
the extent of services provided in accordance with their pre-approval and the fees for the services performed to date. The Pre-
Approval Policy also delegates to the Audit and Finance Committee’s Chair the authority to pre-approve specific engagements or 
changes to engagements when it is not practical to bring the matter before the Committee as a whole. The Audit and Finance 
Committee may not delegate its responsibilities to pre-approve services performed by the independent accountant to 
management or to others. 

In 2019 and 2018, the Audit and Finance Committee pre-approved all services performed by PwC. 

44

(cid:3)

45

(cid:3)

 
 
 
 
PROPOSAL 5 
(cid:3)

PROPOSAL 5 - RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE’S SELECTION OF ERNST 
& YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

The Audit and Finance Committee is directly responsible for the selection, compensation, retention, performance and evaluation 
of our independent registered public accounting firm. The Audit and Finance Committee assesses the selection of the 
independent registered public accounting firm each year. In addition, the Audit and Finance Committee considers the 
independence of the independent registered public accounting firm each year. 

Previously, PricewaterhouseCoopers LLP (PwC) had audited our financial statements for many years. Following the Audit and 
Finance Committee’s completion of a competitive process to select our independent registered public accounting firm for the 
fiscal year ending December 31, 2020, the Audit and Finance Committee selected Ernst & Young LLP as our independent 
registered public accounting firm which resulted in the dismissal of PwC as our independent registered public accounting firm as 
of March 24, 2020. 

The audit reports of PwC on the consolidated financial statements of the Company as of and for the years ended December 31, 
2019 and December 31, 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to 
audit scope or accounting principle; however, the reports for both years contained a paragraph stating there was substantial 
doubt about the Company's ability to continue as a going concern. 

During the Company's fiscal years ended December 31, 2019 and December 31, 2018 and through March 24, 2020, there were 
no: (i) disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing 
scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference 
thereto in its reports on the financial statements of the Company for such years, or (ii) reportable events, as described under Item 
304(a)(1)(v) of Regulation S-K. 

On March 26, 2020, the Company engaged Ernst & Young LLP as auditors for the Company, effective as of such date. The 
engagement of Ernst & Young LLP was approved by the Audit and Finance Committee. During the fiscal years ended December 
31, 2019 and December 31, 2018 and through March 26, 2020, neither the Company nor anyone on the Company's behalf 
consulted Ernst & Young LLP regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.    

A representative of Ernst & Young LLP is expected to attend the Annual Meeting to respond to appropriate questions and, if he 
or she desires, make a statement. 

As a matter of good corporate governance, the Audit and Finance Committee has determined to submit its selection of the 
independent registered public accounting firm to our shareholders for ratification. In the event that the selection of Ernst & Young 
LLP is not ratified, the Audit and Finance Committee will review its future selection of an independent registered public 
accounting firm. Even if the selection is ratified, the Audit and Finance Committee in its discretion may select a different 
registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of 
the Company and our shareholders. 

The ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP requires the affirmative vote of a majority 
of the votes cast by holders entitled to vote thereon. 

The Board of Directors recommends a vote FOR ratification of the Audit and Finance Committee’s selection 
of Ernst & Young LLP as our independent registered public accounting firm.  

By Order of the Board of Directors 

Roger W. Byrd 
General Counsel, Secretary and Senior Vice President 
April 9, 2020 

(cid:3)

APPENDIX A 

EASTMAN KODAK COMPANY 

2013 OMNIBUS INCENTIVE PLAN 

(AS AMENDED AND RESTATED EFFECTIVE MAY 20, 2020) 

Article 1.  Establishment & Purpose 

1.1 

Establishment. Eastman Kodak Company, a New Jersey corporation, hereby 

establishes the Eastman Kodak Company 2013 Omnibus Incentive Plan (hereinafter referred 

to as the “Plan”) as set forth in this document.   

1.2 

Purpose. The purpose of this Plan is to attract, retain and motivate officers, 

employees,  and  non-employee  directors  providing  services  to  the  Company,  any  of  its 

Subsidiaries,  or  Affiliates  and  to  promote  the  success  of  the  Company’s  business  by 

providing Participants with appropriate incentives. 

Article 2.  Definitions 

For purposes of the Plan, the following terms have the meanings set forth below: 

2.1 

“Affiliate” means any entity that the Company, either directly or indirectly, 

is in common control with, is controlled by or controls, or any entity in which the Company 

has  a substantial equity interest, direct or indirect;  provided,  however, to the extent that 

Awards must cover “service recipient stock” in order to comply with Section 409A, “Affiliate” 

shall  be  limited  to  those  entities  which  could  qualify  as  an  “eligible  issuer”  under 

Section 409A. 

2.2 

“Award” means any award that is granted under the Plan. 

2.3 

“Award  Agreement”  means  a  written  or  electronic  agreement  setting 

forth the terms and provisions applicable to an Award granted under this Plan. 

2.4 

“Beneficial  Owner”  or  “Beneficial  Ownership”  shall  have  the  meaning 

ascribed to such terms in Rule 13d-3 of the General Rules and Regulations under the 

Exchange Act. 

2.5 

“Board” means the Board of Directors of the Company. 

2.6 

“Cause”  means  (i)  with  respect  to  a  Participant  employed  pursuant  to  a 

written employment agreement that includes a definition of “Cause”, “Cause” as defined in 

such agreement or (ii) with respect to any other Participant, the occurrence of any of the 

following: 

(a) 

the Participant’s continued failure, for a period of at least 30 calendar 

days following a written warning, to perform the Participant’s duties in 

a manner deemed satisfactory by the Participant’s supervisor, in the 

exercise of his or her sole discretion; 

(b) 

the Participant’s failure to follow a lawful written directive of the Chief 

Executive Officer, the Participant’s supervisor or the Board; 

46

(cid:3)

(cid:4)(cid:486)(cid:883)(cid:3)

(cid:3)

 
 
 
 
 
 
 
PROPOSAL 5

(cid:3)

PROPOSAL 5 - RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE’S SELECTION OF ERNST

& YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Finance Committee is directly responsible for the selection, compensation, retention, performance and evaluation 

of our independent registered public accounting firm. The Audit and Finance Committee assesses the selection of the

independent registered public accounting firm each year. In addition, the Audit and Finance Committee considers the 

independence of the independent registered public accounting firm each year.

Previously, PricewaterhouseCoopers LLP (PwC) had audited our financial statements for many years. Following the Audit and 

Finance Committee’s completion of a competitive process to select our independent registered public accounting firm for the 

fiscal year ending December 31, 2020, the Audit and Finance Committee selected Ernst & Young LLP as our independent 

registered public accounting firm which resulted in the dismissal of PwC as our independent registered public accounting firm as 

of March 24, 2020.

The audit reports of PwC on the consolidated financial statements of the Company as of and for the years ended December 31, 

2019 and December 31, 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to 

audit scope or accounting principle; however, the reports for both years contained a paragraph stating there was substantial 

doubt about the Company's ability to continue as a going concern.

During the Company's fiscal years ended December 31, 2019 and December 31, 2018 and through March 24, 2020, there were 

no: (i) disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing

scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference 

thereto in its reports on the financial statements of the Company for such years, or (ii) reportable events, as described under Item

304(a)(1)(v) of Regulation S-K.

On March 26, 2020, the Company engaged Ernst & Young LLP as auditors for the Company, effective as of such date. The

engagement of Ernst & Young LLP was approved by the Audit and Finance Committee. During the fiscal years ended December

31, 2019 and December 31, 2018 and through March 26, 2020, neither the Company nor anyone on the Company's behalf 

consulted Ernst & Young LLP regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.

A representative of Ernst & Young LLP is expected to attend the Annual Meeting to respond to appropriate questions and, if he 

or she desires, make a statement.

As a matter of good corporate governance, the Audit and Finance Committee has determined to submit its selection of the 

independent registered public accounting firm to our shareholders for ratification. In the event that the selection of Ernst & Young

LLP is not ratified, the Audit and Finance Committee will review its future selection of an independent registered public 

accounting firm. Even if the selection is ratified, the Audit and Finance Committee in its discretion may select a different 

registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of 

the Company and our shareholders.

The ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP requires the affirmative vote of a majority

of the votes cast by holders entitled to vote thereon.

The Board of Directors recommends a vote FOR ratification of the Audit and Finance Committee’s selection 

of Ernst & Young LLP as our independent registered public accounting firm. 

By Order of the Board of Directors

Roger W. Byrd

April 9, 2020

General Counsel, Secretary and Senior Vice President

(cid:3)

APPENDIX A 

EASTMAN KODAK COMPANY 
2013 OMNIBUS INCENTIVE PLAN 

(AS AMENDED AND RESTATED EFFECTIVE MAY 20, 2020) 

Article 1.  Establishment & Purpose 

1.1 

Establishment. Eastman Kodak Company, a New Jersey corporation, hereby 
establishes the Eastman Kodak Company 2013 Omnibus Incentive Plan (hereinafter referred 
to as the “Plan”) as set forth in this document.   

1.2 

Purpose. The purpose of this Plan is to attract, retain and motivate officers, 
employees,  and  non-employee  directors  providing  services  to  the  Company,  any  of  its 
Subsidiaries,  or  Affiliates  and  to  promote  the  success  of  the  Company’s  business  by 
providing Participants with appropriate incentives. 

Article 2.  Definitions 

For purposes of the Plan, the following terms have the meanings set forth below: 

2.1 

“Affiliate” means any entity that the Company, either directly or indirectly, 
is in common control with, is controlled by or controls, or any entity in which the Company 
has  a substantial equity interest, direct or indirect;  provided,  however, to the extent that 
Awards must cover “service recipient stock” in order to comply with Section 409A, “Affiliate” 
shall  be  limited  to  those  entities  which  could  qualify  as  an  “eligible  issuer”  under 
Section 409A. 

2.2 

“Award” means any award that is granted under the Plan. 

2.3 

“Award  Agreement”  means  a  written  or  electronic  agreement  setting 

forth the terms and provisions applicable to an Award granted under this Plan. 

2.4 

“Beneficial  Owner”  or  “Beneficial  Ownership”  shall  have  the  meaning 
ascribed to such terms in Rule 13d-3 of the General Rules and Regulations under the 
Exchange Act. 

2.5 

“Board” means the Board of Directors of the Company. 

2.6 

“Cause”  means  (i)  with  respect  to  a  Participant  employed  pursuant  to  a 
written employment agreement that includes a definition of “Cause”, “Cause” as defined in 
such agreement or (ii) with respect to any other Participant, the occurrence of any of the 
following: 

(a)

(b)

the Participant’s continued failure, for a period of at least 30 calendar
days following a written warning, to perform the Participant’s duties in
a manner deemed satisfactory by the Participant’s supervisor, in the
exercise of his or her sole discretion;

the Participant’s failure to follow a lawful written directive of the Chief
Executive Officer, the Participant’s supervisor or the Board;

46

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:3)

(cid:3)

(c) 

(d) 

(e) 

(f) 

(g) 

the  Participant’s  willful  violation  of  any  material  rule,  regulation,  or 
policy that may be established from time to time for the conduct of the 
Company’s business; 

the Participant’s unlawful possession, use or sale of narcotics or other 
controlled  substances,  or  performing  job  duties  while  illegally  used 
controlled substances are present in the Participant’s system;  

any  act  or  omission  by  the  Participant  in  the  scope  of  his  or  her 
employment (a) which results in the assessment of a civil or criminal 
penalty  against  the  Participant  or  the  Company,  or  (b)  which  in  the 
reasonable judgment of the Participant’s supervisor could result in a 
material violation of any foreign or U.S. federal, state or local law or 
regulation having the force of law; 

the  Participant’s  conviction  of  or  plea  of  guilty  or  no  contest  to  any 
crime involving moral turpitude; 

any  misrepresentation  of  a  material  fact  by  the  Participant  to,  or 
concealment of a material fact from, the Participant’s supervisor or any 
other person in the Company to whom the Participant has a reporting 
relationship in any capacity; or  

(h) 

the Participant’s breach of the Company’s Business Conduct Guide or 
the Eastman Kodak Company Employee’s Agreement.   

For purpose of this definition, no act or failure to act by the Participant shall 
be considered "willful" unless done or omitted to be done by the Participant in bad faith and 
without reasonable belief that the Participant’s action or omission was in the best interests 
of the Company, any of its Subsidiaries, or Affiliates.  Any act, or failure to act, based upon 
authority given pursuant to a resolution duly adopted by the Board or based upon the advice 
of  counsel  for  the  Company  shall  be  conclusively presumed  to  be done,  or  omitted  to  be 
done, by the Participant in good faith and in the best interests of the Company, any of its 
Subsidiaries, and Affiliates. 

2.7 

“Change  of  Control”,  unless  otherwise  specified  in  the  Award  Agreement, 

means the occurrence of any of the following events: 

(a) 

any “person” (as such term is defined in Section 3(a)(9) of the Exchange 
Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), 
is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 
Exchange  Act),  directly  or  indirectly,  of  the  Company’s  securities 
representing  50%  or  more  of  the  combined  voting  power  of  the 
Company’s then outstanding securities eligible to vote for the election 
of the Board (“Company Voting Securities”); provided, however, that 
the event described in this paragraph (a) shall not be deemed to be a 
Change  of  Control  by  virtue  of  an  acquisition  of  Company  Voting 
Securities:  (i) by the Company or any Subsidiary, (ii) by any employee 
benefit plan (or related trust) sponsored or maintained by the Company 
or  any  Subsidiary,  (iii)  by  any  underwriter  temporarily  holding 
securities pursuant to an offering of such securities or (iv) pursuant to 
a  Non-Qualifying  Transaction  (as  defined  in  paragraph  (b)  of  this 
definition); 

(cid:3)

(b) 

the  consummation  of  a  merger,  consolidation,  statutory  share 

exchange  or  similar  form  of  corporate  transaction  involving  the 

Company that requires the approval of the Company’s  shareholders, 

whether  for  such  transaction  or  the  issuance  of  securities  in  the 

transaction (a “Business Combination”), unless immediately following 

such  Business  Combination:    (i) more  than  50%  of  the  total  voting 

power of (x) the entity resulting from such Business Combination (the 

“Surviving  Entity”),  or 

(y) if  applicable,  the  ultimate  parent 

corporation  that  directly  or  indirectly  has  beneficial  ownership  of  at 

least  95%  of  the  voting  power,  is  represented  by  Company  Voting 

Securities that were outstanding immediately prior to such Business 

Combination  (or,  if  applicable,  is  represented  by  shares  into  which 

such  Company  Voting  Securities  were  converted  pursuant  to  such 

Business  Combination),  and  such  voting  power  among  the  holders 

thereof is in substantially the same proportion as the voting power of 

such  Company  Voting  Securities  among  the  holders  thereof 

immediately prior  to  the Business  Combination,  (ii) no  person  (other 

than  any  employee  benefit  plan  (or  related  trust)  sponsored  or 

maintained by the Surviving Entity or the parent), is or becomes the 

beneficial  owner,  directly  or  indirectly,  of  50%  or  more  of  the  total 

voting  power  of  the  outstanding  voting  securities  eligible  to  elect 

directors of the parent (or, if there is no parent, the Surviving Entity) 

and (iii) at least a majority of the members of the board of directors of 

the parent (or, if there is no parent, the Surviving Entity) following the 

consummation of the Business Combination were Incumbent Directors 

at  the  time  of  the  Board’s  approval  of  the  execution  of  the  initial 

agreement  providing  for  such  Business  Combination  (any  Business 

Combination which satisfies all of the criteria specified in (i), (ii)  and 

(iii)  of  this  paragraph  (b)  shall  be  deemed  to  be  a  “Non-Qualifying 

Transaction”); 

(c) 

individuals  who,  on  the  Effective  Date,  constitute  the  Board  (the 

“Incumbent Directors”) cease for any reason to constitute at least a 

majority of the Board within any 24 month period; provided that any 

person  becoming  a  director  subsequent  to  the  Effective  Date,  whose 

election or nomination for election was approved by a vote of at least 

two-thirds of the Incumbent Directors then on the Board (either by a 

specific vote or by approval of the Company’s proxy statement in which 

such  person  is  named  as  a  nominee  for  director,  without  written 

objection  to  such  nomination)  shall  be  an  Incumbent  Director; 

provided, however, that no individual initially elected or nominated as 

a  director  of  the  Company  as  a  result  of  an  actual  or  threatened 

election  contest  with  respect  to  directors  or  as  a  result  of  any  other 

actual or threatened solicitation of proxies or consents by or on behalf 

of  any  person  other  than  the  Board  shall  be  deemed  to  be  an 

Incumbent Director;  

(d) 

the consummation of a sale of all or substantially all of the Company’s 

assets (other than to an Affiliate); or 

(e) 

approval by the shareholders of the Company of a complete liquidation 

or dissolution of the Company. 

(cid:3)
(cid:4)(cid:486)(cid:884)(cid:3)

(cid:4)(cid:486)(cid:885)(cid:3)

(cid:3)

(cid:3)

(c) 

the  Participant’s  willful  violation  of  any  material  rule,  regulation,  or 

policy that may be established from time to time for the conduct of the 

(cid:3)

(b) 

Company’s business; 

(d) 

the Participant’s unlawful possession, use or sale of narcotics or other 

controlled  substances,  or  performing  job  duties  while  illegally  used 

controlled substances are present in the Participant’s system;  

(e) 

any  act  or  omission  by  the  Participant  in  the  scope  of  his  or  her 

employment (a) which results in the assessment of a civil or criminal 

penalty  against  the  Participant  or  the  Company,  or  (b)  which  in  the 

reasonable judgment of the Participant’s supervisor could result in a 

material violation of any foreign or U.S. federal, state or local law or 

regulation having the force of law; 

(f) 

(g) 

the  Participant’s  conviction  of  or  plea  of  guilty  or  no  contest  to  any 

crime involving moral turpitude; 

any  misrepresentation  of  a  material  fact  by  the  Participant  to,  or 

concealment of a material fact from, the Participant’s supervisor or any 

other person in the Company to whom the Participant has a reporting 

relationship in any capacity; or  

(h) 

the Participant’s breach of the Company’s Business Conduct Guide or 

the Eastman Kodak Company Employee’s Agreement.   

For purpose of this definition, no act or failure to act by the Participant shall 

be considered "willful" unless done or omitted to be done by the Participant in bad faith and 

without reasonable belief that the Participant’s action or omission was in the best interests 

of the Company, any of its Subsidiaries, or Affiliates.  Any act, or failure to act, based upon 

authority given pursuant to a resolution duly adopted by the Board or based upon the advice 

of  counsel  for  the  Company  shall  be  conclusively presumed  to  be done,  or  omitted  to  be 

done, by the Participant in good faith and in the best interests of the Company, any of its 

Subsidiaries, and Affiliates. 

2.7 

“Change  of  Control”,  unless  otherwise  specified  in  the  Award  Agreement, 

means the occurrence of any of the following events: 

(a) 

any “person” (as such term is defined in Section 3(a)(9) of the Exchange 

Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), 

is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 

Exchange  Act),  directly  or  indirectly,  of  the  Company’s  securities 

representing  50%  or  more  of  the  combined  voting  power  of  the 

Company’s then outstanding securities eligible to vote for the election 

of the Board (“Company Voting Securities”); provided, however, that 

the event described in this paragraph (a) shall not be deemed to be a 

Change  of  Control  by  virtue  of  an  acquisition  of  Company  Voting 

Securities:  (i) by the Company or any Subsidiary, (ii) by any employee 

benefit plan (or related trust) sponsored or maintained by the Company 

or  any  Subsidiary,  (iii)  by  any  underwriter  temporarily  holding 

securities pursuant to an offering of such securities or (iv) pursuant to 

a  Non-Qualifying  Transaction  (as  defined  in  paragraph  (b)  of  this 

definition); 

(c) 

(d) 

(e) 

the  consummation  of  a  merger,  consolidation,  statutory  share 
exchange  or  similar  form  of  corporate  transaction  involving  the 
Company that requires the approval of the Company’s  shareholders, 
whether  for  such  transaction  or  the  issuance  of  securities  in  the 
transaction (a “Business Combination”), unless immediately following 
such  Business  Combination:    (i) more  than  50%  of  the  total  voting 
power of (x) the entity resulting from such Business Combination (the 
“Surviving  Entity”),  or 
(y) if  applicable,  the  ultimate  parent 
corporation  that  directly  or  indirectly  has  beneficial  ownership  of  at 
least  95%  of  the  voting  power,  is  represented  by  Company  Voting 
Securities that were outstanding immediately prior to such Business 
Combination  (or,  if  applicable,  is  represented  by  shares  into  which 
such  Company  Voting  Securities  were  converted  pursuant  to  such 
Business  Combination),  and  such  voting  power  among  the  holders 
thereof is in substantially the same proportion as the voting power of 
such  Company  Voting  Securities  among  the  holders  thereof 
immediately prior  to  the Business  Combination,  (ii) no  person  (other 
than  any  employee  benefit  plan  (or  related  trust)  sponsored  or 
maintained by the Surviving Entity or the parent), is or becomes the 
beneficial  owner,  directly  or  indirectly,  of  50%  or  more  of  the  total 
voting  power  of  the  outstanding  voting  securities  eligible  to  elect 
directors of the parent (or, if there is no parent, the Surviving Entity) 
and (iii) at least a majority of the members of the board of directors of 
the parent (or, if there is no parent, the Surviving Entity) following the 
consummation of the Business Combination were Incumbent Directors 
at  the  time  of  the  Board’s  approval  of  the  execution  of  the  initial 
agreement  providing  for  such  Business  Combination  (any  Business 
Combination which satisfies all of the criteria specified in (i), (ii)  and 
(iii)  of  this  paragraph  (b)  shall  be  deemed  to  be  a  “Non-Qualifying 
Transaction”); 

individuals  who,  on  the  Effective  Date,  constitute  the  Board  (the 
“Incumbent Directors”) cease for any reason to constitute at least a 
majority of the Board within any 24 month period; provided that any 
person  becoming  a  director  subsequent  to  the  Effective  Date,  whose 
election or nomination for election was approved by a vote of at least 
two-thirds of the Incumbent Directors then on the Board (either by a 
specific vote or by approval of the Company’s proxy statement in which 
such  person  is  named  as  a  nominee  for  director,  without  written 
objection  to  such  nomination)  shall  be  an  Incumbent  Director; 
provided, however, that no individual initially elected or nominated as 
a  director  of  the  Company  as  a  result  of  an  actual  or  threatened 
election  contest  with  respect  to  directors  or  as  a  result  of  any  other 
actual or threatened solicitation of proxies or consents by or on behalf 
of  any  person  other  than  the  Board  shall  be  deemed  to  be  an 
Incumbent Director;  

the consummation of a sale of all or substantially all of the Company’s 
assets (other than to an Affiliate); or 

approval by the shareholders of the Company of a complete liquidation 
or dissolution of the Company. 

(cid:4)(cid:486)(cid:884)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:885)(cid:3)

Notwithstanding  the  foregoing,  a  Change  of  Control  shall  not be  deemed  to 
(cid:3)
occur  solely  because  any  person  acquires  beneficial  ownership  of  more  than  50%  of  the 
Company Voting Securities as a result of the acquisition of Company Voting Securities by 
the  Company  which  reduces  the  number  of  Company  Voting  Securities  outstanding; 
provided that if after such acquisition by the Company such person becomes the beneficial 
owner of additional Company Voting Securities that increases the percentage of outstanding 
Company Voting Securities beneficially owned by such person (and in all cases results in 
beneficial  ownership  of  more  than  50%  of  the  Company  Voting  Securities),  a  Change  of 
Control shall then occur. 

2.8 

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time 

to time. 

2.9 

“Committee”  means  the  Executive  Compensation  Committee  of  the  Board 
(as  constituted  from  time  to  time,  and  including  any  successor  committee)  or  any  other 
committee designated by the  Board to administer this Plan. To the extent applicable, the 
Committee  shall  have  at  least  two  members,  each  of  whom  shall  be  (i) a  Non-Employee 
Director and (ii) an “independent director” within the meaning of the listing requirements of 
the New York Stock Exchange. 

2.10  “Company” means Eastman Kodak Company, a New Jersey corporation, and 

any successor thereto. 

2.11  “Director” means a member of the Board who is not an Employee. 

2.12  “Dividend  Equivalent  Right”  means  a  dividend  equivalent  right  under 

Article 10 of the Plan. 

2.13  “Effective Date” means the date set forth in Section 16.19. 

2.20  “Nonqualified Stock Option” means an Option that is not an Incentive Stock 

2.14  “Employee” means an officer or other employee of the Company, a Subsidiary 
or  Affiliate,  including  a  member  of  the  Board  who  is  an  employee  of  the  Company,  a 
Subsidiary or Affiliate. 

2.15  “Exchange  Act”  means  the  Securities  Exchange  Act  of  1934,  as  amended 

from time to time. 

2.16  “Fair Market Value” means, as of any date, the per-Share value determined 

determined pursuant to Section 6.2 of the Plan. 

as follows: 

(a) 

(b) 

The closing price of a Share on a recognized U.S. national exchange or 
any  established  over-the-counter  trading  system  on  which  dealings 
take place, or if no trades were made on any such day, the immediately 
preceding day on which trades were made; or 

In  the  absence  of  an  established  market  for  the  Shares  of  the  type 
described  in  (a)  above,  the  per  Share  value  determined  by  the 
Committee in good faith and in accordance with applicable provisions 
of Section 409A. 

2.17  “Good Reason” means (i) with respect to a Participant employed pursuant to 
a written employment agreement that includes a definition of “Good Reason”, “Good Reason” 
as defined in such agreement or (ii) with respect to any other Participant, in the absence of 
written consent of such Participant, the occurrence of any of the following: 

(cid:3)
(cid:4)(cid:486)(cid:886)(cid:3)

(cid:4)(cid:486)(cid:887)(cid:3)

(cid:3)

(cid:3)

(a) 

a reduction, in the aggregate, of the Participant’s base salary and target 

annual  cash  bonus  compensation  (including  variable  and  other 

incentives) or sales and commission opportunities, as applicable, as in 

effect immediately prior to a Change of Control (or as the same may be 

increased from time to time thereafter) by more than 10%; or 

(b) 

reassignment of the Participant’s primary work site to a new primary 

work site that increases his or her one-way commute to work by more 

than  35 miles, unless the Participant is  in a position where periodic 

reassignment is standard practice. 

Notwithstanding the foregoing, a termination for Good Reason shall not have 

occurred  unless  (i)  the  Participant  gives  written  notice  to  the  Company  of  termination  of 

employment within 30 days after the Participant first becomes aware of the occurrence of 

the  circumstances  constituting  Good  Reason,  specifying  in  detail  the  circumstances 

constituting Good Reason, and the Company has failed within 30 days after receipt of such 

notice  to  cure  the  circumstances  constituting  Good  Reason,  and  (ii)  the  Participant’s 

“separation  from  service”  (within  the  meaning  of  Section 409A)  occurs  no  later  than  two 

years following the initial existence of the circumstances giving rise to Good Reason. 

2.18  “Incentive  Stock  Option”  means  an  Option  intended  to  meet  the 

requirements  of  an  incentive  stock  option  as  defined  in  Section 422  of  the  Code  and 

designated as an Incentive Stock Option. 

2.19  “Non-Employee  Director”  means  a  person  defined  in  Rule 16b-3(b)(3) 

promulgated by the Securities and Exchange Commission under the Exchange Act, or any 

successor definition adopted by the Securities and Exchange Commission. 

Option. 

Plan. 

2.21  “Other Stock-Based Award” means any right granted under Article 11 of the 

2.22  “Option” means any stock option granted under Article 6 of the Plan. 

2.23  “Option Price” means the purchase price per Share subject to an Option, as 

2.24  “Participant” means any eligible person as set forth in Section 4.1 to whom 

an Award is granted. 

2.25  “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of 

the  Exchange  Act  and  used  in  Sections 13(d)  and  14(d)  thereof,  including  a  “group”  as 

defined in Section 13(d) thereof. 

2.26  “Restricted Stock Award” means any Award granted under Article 8 of the 

Plan. 

Article 9 of the Plan. 

2.27  “Restricted  Stock  Unit”  means  any  restricted  stock  unit  granted  under 

2.28  “Restriction  Period”  means  the  period  during  which  a  Restricted  Stock 

Award is subject to forfeiture. 

(cid:3)

Notwithstanding  the  foregoing,  a  Change  of  Control  shall  not be  deemed  to 

occur  solely  because  any  person  acquires  beneficial  ownership  of  more  than  50%  of  the 

Company Voting Securities as a result of the acquisition of Company Voting Securities by 

the  Company  which  reduces  the  number  of  Company  Voting  Securities  outstanding; 

provided that if after such acquisition by the Company such person becomes the beneficial 

owner of additional Company Voting Securities that increases the percentage of outstanding 

Company Voting Securities beneficially owned by such person (and in all cases results in 

beneficial  ownership  of  more  than  50%  of  the  Company  Voting  Securities),  a  Change  of 

Control shall then occur. 

to time. 

2.8 

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time 

2.9 

“Committee”  means  the  Executive  Compensation  Committee  of  the  Board 

(as  constituted  from  time  to  time,  and  including  any  successor  committee)  or  any  other 

committee designated by the  Board to administer this Plan. To the extent applicable,  the 

Committee  shall  have  at  least  two  members,  each  of  whom  shall  be  (i) a  Non-Employee 

Director and (ii) an “independent director” within the meaning of the listing requirements of 

the New York Stock Exchange. 

2.10  “Company” means Eastman Kodak Company, a New Jersey corporation, and 

any successor thereto. 

2.11  “Director” means a member of the Board who is not an Employee. 

2.12  “Dividend  Equivalent  Right”  means  a  dividend  equivalent  right  under 

Article 10 of the Plan. 

Subsidiary or Affiliate. 

from time to time. 

as follows: 

2.16  “Fair Market Value” means, as of any date, the per-Share value determined 

(a) 

The closing price of a Share on a recognized U.S. national exchange or 

any  established  over-the-counter  trading  system  on  which  dealings 

take place, or if no trades were made on any such day, the immediately 

preceding day on which trades were made; or 

(b) 

In  the  absence  of  an  established  market  for  the  Shares  of  the  type 

described  in  (a)  above,  the  per  Share  value  determined  by  the 

Committee in good faith and in accordance with applicable provisions 

of Section 409A. 

2.17  “Good Reason” means (i) with respect to a Participant employed pursuant to 

a written employment agreement that includes a definition of “Good Reason”, “Good Reason” 

as defined in such agreement or (ii) with respect to any other Participant, in the absence of 

written consent of such Participant, the occurrence of any of the following: 

(cid:3)

(a) 

(b) 

a reduction, in the aggregate, of the Participant’s base salary and target 
annual  cash  bonus  compensation  (including  variable  and  other 
incentives) or sales and commission opportunities, as applicable, as in 
effect immediately prior to a Change of Control (or as the same may be 
increased from time to time thereafter) by more than 10%; or 

reassignment of the Participant’s primary work site to a new primary 
work site that increases his or her one-way commute to work by more 
than  35 miles, unless the Participant is  in a position where periodic 
reassignment is standard practice. 

Notwithstanding the foregoing, a termination for Good Reason shall not have 
occurred  unless  (i)  the  Participant  gives  written  notice  to  the  Company  of  termination  of 
employment within 30 days after the Participant first becomes aware of the occurrence of 
the  circumstances  constituting  Good  Reason,  specifying  in  detail  the  circumstances 
constituting Good Reason, and the Company has failed within 30 days after receipt of such 
notice  to  cure  the  circumstances  constituting  Good  Reason,  and  (ii)  the  Participant’s 
“separation  from  service”  (within  the  meaning  of  Section 409A)  occurs  no  later  than  two 
years following the initial existence of the circumstances giving rise to Good Reason. 

2.18  “Incentive  Stock  Option”  means  an  Option  intended  to  meet  the 
requirements  of  an  incentive  stock  option  as  defined  in  Section 422  of  the  Code  and 
designated as an Incentive Stock Option. 

2.19  “Non-Employee  Director”  means  a  person  defined  in  Rule 16b-3(b)(3) 
promulgated by the Securities and Exchange Commission under the Exchange Act, or any 
successor definition adopted by the Securities and Exchange Commission. 

2.13  “Effective Date” means the date set forth in Section 16.19. 

2.20  “Nonqualified Stock Option” means an Option that is not an Incentive Stock 

2.14  “Employee” means an officer or other employee of the Company, a Subsidiary 

or  Affiliate,  including  a  member  of  the  Board  who  is  an  employee  of  the  Company,  a 

Option. 

2.21  “Other Stock-Based Award” means any right granted under Article 11 of the 

Plan. 

2.15  “Exchange  Act”  means  the  Securities  Exchange  Act  of  1934,  as  amended 

2.22  “Option” means any stock option granted under Article 6 of the Plan. 

2.23  “Option Price” means the purchase price per Share subject to an Option, as 

determined pursuant to Section 6.2 of the Plan. 

2.24  “Participant” means any eligible person as set forth in Section 4.1 to whom 

an Award is granted. 

2.25  “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of 
the  Exchange  Act  and  used  in  Sections 13(d)  and  14(d)  thereof,  including  a  “group”  as 
defined in Section 13(d) thereof. 

2.26  “Restricted Stock Award” means any Award granted under Article 8 of the 

Plan. 

2.27  “Restricted  Stock  Unit”  means  any  restricted  stock  unit  granted  under 

Article 9 of the Plan. 

2.28  “Restriction  Period”  means  the  period  during  which  a  Restricted  Stock 

Award is subject to forfeiture. 

(cid:4)(cid:486)(cid:886)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:887)(cid:3)

2.29  “Section 409A” means Section 409A of the Code, including any amendments 
(cid:3)
or  successor  provisions  to  that  section,  and  any  regulations  and  other  administrative 
guidance  relating  thereto,  in  each  case  as  they  may  be  from  time  to  time  amended  or 
interpreted through further administrative guidance. 

2.30  “Service” means service as an Employee or Director. 

2.31  “Share”  means  a share  of common stock of the Company, par value  $0.01 
per  share,  or  such  other  class  or  kind  of  shares  or  other  securities  resulting  from  the 
application of Article 14 hereof. 

2.32  “Stock Appreciation Right” means any right granted under Article 7 of the 

Plan. 

2.33  “Subsidiary” means any corporation, partnership, limited liability company 
or other legal entity of which the Company, directly or indirectly, owns stock or other equity 
interests possessing 50% or more of the total combined voting power of all classes of stock 
or other equity interests (as determined in a manner consistent with Section 409A). 

Article 3.  Administration 

3.1 

Authority  of  the  Committee.  The  Plan  shall  be  administered  by  the 
Committee,  which  shall  have  full  power  to  interpret  and  administer  the  Plan  and  Award 
Agreements and full authority to select the Employees and Directors to whom Awards will 
be granted, and to determine the type and amount of Awards to be granted to each such 
Employee  or  Director,  and  the  terms  and  conditions  of  Awards  and  Award  Agreements. 
Without limiting the generality of the foregoing, the Committee may, in its sole discretion 
but subject to the limitations in Article 12 and Article 14, clarify, construe or resolve any 
ambiguity in any provision of the Plan or any Award Agreement, extend the term or period 
of exercisability of any Awards, or waive any terms or conditions applicable to any Award. 
Awards may, in the discretion of the Committee, be made under the Plan in assumption of, 
or in substitution for, outstanding awards previously granted by the Company or any of its 
Subsidiaries or Affiliates or a company acquired by the Company or with which the Company 
combines. The Committee shall have full and exclusive discretionary power to adopt rules, 
forms,  instruments,  and  guidelines  for  administering  the  Plan  as  the  Committee  deems 
necessary or proper. All actions taken and all interpretations and determinations made by 
the  Committee  or  by  the  Board  (or  any  other  committee  or  sub-committee  thereof),  as 
applicable, shall  be  final  and binding upon  the  Participants,  the  Company,  and  all  other 
interested individuals. 

3.2  Delegation. The Committee may delegate to one or more of its members or 
one  or  more  executive  officers  of  the  Company  such  duties  or  powers  as  it  may  deem 
advisable; provided that no delegation shall be permitted under the Plan that is prohibited 
by applicable law or applicable rules and regulations of the New York Stock Exchange; and 
provided further that no delegation shall permit an executive officer of the Company to grant, 
amend,  cancel  or  suspend  Awards  granted  to  a  Director  or  an  executive  officer  of  the 
Company.  Notwithstanding anything to the contrary contained herein, the Board may, in 
its sole discretion, at any time and from time to time, grant Awards or administer the Plan.  
In any such case, the Board will have all of the authority and responsibility granted to the 
Committee herein. 

Article 4.

(cid:3)

  Eligibility and Participation 

4.1 

Eligibility. Participants will consist of such Employees and Directors as the 

Committee in its sole discretion determines and whom the Committee may designate from 

time to time to receive Awards. Designation of a Participant in any year shall not require the 

Committee  to  designate  such  person  to  receive  an  Award  in  any  other  year  or,  once 

designated, to receive the same type or amount of Award as granted to the Participant in 

any other year. 

4.2 

Type of Awards. Awards under the Plan may be cash-based or stock-based.  

Stock-based  Awards  may  be  in  the  form  of  any  of  the  following:  (i)  Options,  (ii)  Stock 

Appreciation Rights, (iii) Restricted Stock Awards, (iv) Restricted Stock Units, (v) Dividend 

Equivalent Rights, and (vi) Other Stock-Based Awards. Cash-based Awards may be in the 

form of cash awards (including, without limitation, retainers and meeting-based fees) that 

the Committee determines to be consistent with the purposes of the Plan and the interests 

of the Company. Awards granted under the Plan shall be evidenced by Award Agreements 

(which need not be identical) that provide additional terms and conditions associated with 

such Awards, as determined by the Committee in its sole discretion; provided, however, that 

in  the  event  of  any  conflict  between  the  provisions  of  the  Plan  and  any  such  Award 

Agreement, the provisions of the Plan shall prevail. 

Article 5.  Shares Subject to the Plan and Maximum Awards 

5.1  General. Subject to adjustment as provided in Article 14 hereof, the maximum 

number  of  Shares  available  for grant  to  Participants  pursuant  to  Awards  under  the Plan 

shall be equal to 8,000,000. The number of Shares available for granting Incentive Stock 

Options  under  the  Plan  shall  not  exceed  2,000,000,  subject  to  Article  14  hereof  and  the 

provisions  of  Sections  422  or 424  of  the  Code  and any successor provisions.  The  Shares 

available for issuance under the Plan may consist, in whole or in part, of authorized and 

unissued  Shares  or  treasury  Shares.    Shares  issued  in  connection  with  awards  that  are 

assumed,  converted  or  substituted  as  a  result  of  the  Company’s  acquisition  of  another 

company  (including  by  way  of  merger,  combination  or  similar  transaction)  (“Acquisition 

Awards”) will not count against the number of Shares that may be granted under the Plan. 

5.2 

Share Counting.  The number of shares of Common Stock granted under the 

Plan  per  year  will  be  determined  as  follows:    (i)  each  Restricted  Stock  Award,  Restricted 

Stock Unit and similar Award will count as one share of Common Stock and (ii) each Option, 

Stock Appreciation Right and similar Award will count as a fraction of a share of Common 

Stock, based on the financial value of each such Award relative to a share of Common Stock, 

as determined by the Committee promptly after the Effective Date.   

5.3  Director  Awards.    Aggregate  Awards  to  any  one  Director  in  respect  of  a 

calendar year may not exceed a number of Awards with a grant date fair value of $450,000 

(computed as of the date of grant in accordance with applicable financial accounting rules). 

5.4 

Additional  Shares.  In  the  event  that  any  outstanding  Award  expires,  is 

forfeited, cancelled or otherwise terminated without the issuance of Shares or is otherwise 

settled for cash, the Shares subject to such Award (counted in accordance with Section 5.2 

of  the  Plan),  to  the  extent  of  any  such  forfeiture,  cancellation,  expiration,  termination  or 

settlement for cash, shall again be available for Awards. Additionally, any shares delivered 

to  the  Company  or  withheld  by  the  Company  in  payment  or  satisfaction  of  the  tax 

withholding obligation of an Award (other than an Option or Stock Appreciation Right) shall 

again be available for Awards. If the Committee authorizes the assumption under this Plan, 

in  connection  with  the  acquisition  of  another  company  (whether  by  way  of  merger, 

(cid:3)
(cid:4)(cid:486)(cid:888)(cid:3)

(cid:4)(cid:486)(cid:889)(cid:3)

(cid:3)

(cid:3)

2.29  “Section 409A” means Section 409A of the Code, including any amendments 

or  successor  provisions  to  that  section,  and  any  regulations  and  other  administrative 

guidance  relating  thereto,  in  each  case  as  they  may  be  from  time  to  time  amended  or 

interpreted through further administrative guidance. 

2.30  “Service” means service as an Employee or Director. 

2.31  “Share”  means  a share  of common stock of the Company, par value  $0.01 

per  share,  or  such  other  class  or  kind  of  shares  or  other  securities  resulting  from  the 

application of Article 14 hereof. 

2.32  “Stock Appreciation Right” means any right granted under Article 7 of the 

Plan. 

2.33  “Subsidiary” means any corporation, partnership, limited liability company 

or other legal entity of which the Company, directly or indirectly, owns stock or other equity 

interests possessing 50% or more of the total combined voting power of all classes of stock 

or other equity interests (as determined in a manner consistent with Section 409A). 

Article 3.  Administration 

3.1 

Authority  of  the  Committee.  The  Plan  shall  be  administered  by  the 

Committee,  which  shall  have  full  power  to  interpret  and  administer  the  Plan  and  Award 

Agreements and full authority to select the Employees and Directors to whom Awards will 

be granted, and to determine the type and amount of Awards to be granted to each such 

Employee  or  Director,  and  the  terms  and  conditions  of  Awards  and  Award  Agreements. 

Without limiting the generality of the foregoing, the Committee may, in its sole discretion 

but subject to the limitations in Article 12 and Article 14, clarify, construe or resolve any 

ambiguity in any provision of the Plan or any Award Agreement, extend the term or period 

of exercisability of any Awards, or waive any terms or conditions applicable to any Award. 

Awards may, in the discretion of the Committee, be made under the Plan in assumption of, 

or in substitution for, outstanding awards previously granted by the Company or any of its 

Subsidiaries or Affiliates or a company acquired by the Company or with which the Company 

combines. The Committee shall have full and exclusive discretionary power to adopt rules, 

forms,  instruments,  and  guidelines  for  administering  the  Plan  as  the  Committee  deems 

necessary or proper. All actions taken and all interpretations and determinations made by 

the  Committee  or  by  the  Board  (or  any  other  committee  or  sub-committee  thereof),  as 

applicable, shall  be  final  and binding upon  the  Participants,  the  Company,  and  all  other 

interested individuals. 

3.2  Delegation. The Committee may delegate to one or more of its members or 

one  or  more  executive  officers  of  the  Company  such  duties  or  powers  as  it  may  deem 

advisable; provided that no delegation shall be permitted under the Plan that is prohibited 

by applicable law or applicable rules and regulations of the New York Stock Exchange; and 

provided further that no delegation shall permit an executive officer of the Company to grant, 

amend,  cancel  or  suspend  Awards  granted  to  a  Director  or  an  executive  officer  of  the 

Company.  Notwithstanding anything to the contrary contained herein, the Board may, in 

its sole discretion, at any time and from time to time, grant Awards or administer the Plan.  

In any such case, the Board will have all of the authority and responsibility granted to the 

Committee herein. 

Article 4.
(cid:3)

  Eligibility and Participation 

4.1 

Eligibility. Participants will consist of such Employees and Directors as the 
Committee in its sole discretion determines and whom the Committee may designate from 
time to time to receive Awards. Designation of a Participant in any year shall not require the 
Committee  to  designate  such  person  to  receive  an  Award  in  any  other  year  or,  once 
designated, to receive the same type or amount of Award as granted to the Participant in 
any other year. 

4.2 

Type of Awards. Awards under the Plan may be cash-based or stock-based.  
Stock-based  Awards  may  be  in  the  form  of  any  of  the  following:  (i)  Options,  (ii)  Stock 
Appreciation Rights, (iii) Restricted Stock Awards, (iv) Restricted Stock Units, (v) Dividend 
Equivalent Rights, and (vi) Other Stock-Based Awards. Cash-based Awards may be in the 
form of cash awards (including, without limitation, retainers and meeting-based fees) that 
the Committee determines to be consistent with the purposes of the Plan and the interests 
of the Company. Awards granted under the Plan shall be evidenced by Award Agreements 
(which need not be identical) that provide additional terms and conditions associated with 
such Awards, as determined by the Committee in its sole discretion; provided, however, that 
in  the  event  of  any  conflict  between  the  provisions  of  the  Plan  and  any  such  Award 
Agreement, the provisions of the Plan shall prevail. 

Article 5.  Shares Subject to the Plan and Maximum Awards 

5.1  General. Subject to adjustment as provided in Article 14 hereof, the maximum 
number  of  Shares  available  for grant  to  Participants  pursuant  to  Awards  under  the Plan 
shall be equal to 8,000,000. The number of Shares available for granting Incentive Stock 
Options  under  the  Plan  shall  not  exceed  2,000,000,  subject  to  Article  14  hereof  and  the 
provisions  of  Sections  422  or 424  of  the  Code  and any successor provisions.  The  Shares 
available for issuance under the Plan may consist, in whole or in part, of authorized and 
unissued  Shares  or  treasury  Shares.    Shares  issued  in  connection  with  awards  that  are 
assumed,  converted  or  substituted  as  a  result  of  the  Company’s  acquisition  of  another 
company  (including  by  way  of  merger,  combination  or  similar  transaction)  (“Acquisition 
Awards”) will not count against the number of Shares that may be granted under the Plan. 

5.2 

Share Counting.  The number of shares of Common Stock granted under the 
Plan  per  year  will  be  determined  as  follows:    (i)  each  Restricted  Stock  Award,  Restricted 
Stock Unit and similar Award will count as one share of Common Stock and (ii) each Option, 
Stock Appreciation Right and similar Award will count as a fraction of a share of Common 
Stock, based on the financial value of each such Award relative to a share of Common Stock, 
as determined by the Committee promptly after the Effective Date.   

5.3  Director  Awards.    Aggregate  Awards  to  any  one  Director  in  respect  of  a 
calendar year may not exceed a number of Awards with a grant date fair value of $450,000 
(computed as of the date of grant in accordance with applicable financial accounting rules). 

5.4 

Additional  Shares.  In  the  event  that  any  outstanding  Award  expires,  is 
forfeited, cancelled or otherwise terminated without the issuance of Shares or is otherwise 
settled for cash, the Shares subject to such Award (counted in accordance with Section 5.2 
of  the  Plan),  to  the  extent  of  any  such  forfeiture,  cancellation,  expiration,  termination  or 
settlement for cash, shall again be available for Awards. Additionally, any shares delivered 
to  the  Company  or  withheld  by  the  Company  in  payment  or  satisfaction  of  the  tax 
withholding obligation of an Award (other than an Option or Stock Appreciation Right) shall 
again be available for Awards. If the Committee authorizes the assumption under this Plan, 
in  connection  with  the  acquisition  of  another  company  (whether  by  way  of  merger, 

(cid:4)(cid:486)(cid:888)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:889)(cid:3)

consolidation,  acquisition  of  all  or  substantially  all  of  the  assets,  acquisition  of  stock,  or 
(cid:3)
reorganization), of awards granted under a plan maintained by such company prior to the 
acquisition of such company, such assumption shall not reduce the maximum number of 
Shares available for issuance under this Plan. 

Article 6.  Stock Options 

6.1  Grant of Options. The Committee is hereby authorized to grant Options to 
Participants. Each Option shall permit a Participant to purchase from the Company a stated 
number of Shares at an Option Price established by the Committee, subject to the terms 
and conditions described in this Article 6 and to such additional terms and conditions as 
established by the Committee, in its sole discretion, that are consistent with the provisions 
of the Plan. Options shall be designated as either Incentive Stock Options or Nonqualified 
Stock Options; provided that Options granted to Directors shall only be Nonqualified Stock 
Options. An Option granted as an Incentive Stock Option shall, to the extent it fails to qualify 
as  an  Incentive  Stock  Option,  be  treated  as  a  Nonqualified  Stock  Option.  Neither  the 
Committee, the Company, any of its Subsidiaries or Affiliates, nor any of their employees 
and  representatives  shall  be  liable  to  any  Participant  or  to  any  other  Person  if  it  is 
determined that an Option intended to be an Incentive Stock Option does not qualify as an 
Incentive Stock Option. Each Option shall be evidenced by an Award Agreement which shall 
state the number of Shares covered by such Option. Such agreements shall conform to the 
requirements of the Plan and may contain such other provisions, as the Committee shall 
deem advisable. 

6.2 

Terms  of  Option  Grant.  The  Option  Price  shall  be  determined  by  the 
Committee at the time of grant, but, except as otherwise permitted by Article 14 or in the 
case  of  an Acquisition Award, shall  not be  less  than 100%  of  the  Fair  Market  Value  of a 
Share on the date of grant. 

6.3  Option Term. The term of each Option shall be determined by the Committee 
at the time of grant and shall be stated in the Award Agreement, but in no event shall such 
term be greater than 10 years. 

6.4  Method of Exercise. Except as otherwise provided in the Plan or in an Award 
Agreement, an Option may be exercised for all, or from time to time any part, of the Shares 
for which it is then exercisable. For purposes of this Article 6, the exercise date of an Option 
shall  be  the  later  of  the  date  a  notice  of  exercise  is  received  by  the  Company  and,  if 
applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or 
(iv) of the following sentence (including the applicable tax withholding pursuant to Section 
16.4  of  the  Plan).  The  aggregate  Option  Price  for  the  Shares  as  to  which  an  Option  is 
exercised shall be paid to the Company in full at the time of exercise at the election of the 
Participant (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to the extent permitted 
by the Committee, in Shares previously owned by the Participant having a fair market value 
equal to the aggregate Option Price for the Shares being purchased and satisfying such other 
requirements as may be imposed by the Committee, (iii) partly in cash and, to the extent 
permitted  by  the  Committee,  partly  in  such  Shares  (as  described  in  (ii)  above)  or  (iv)  in 
consideration received by the Company under a cashless exercise program (whether through 
a  broker  or  otherwise)  implemented  by  the  Company  in  connection  with  the  Plan.  The 
Committee may prescribe any other method of payment that it determines to be consistent 
with applicable law and the purpose of the Plan. 

6.5 

Limitations  on  Incentive Stock  Options. Incentive  Stock Options may be 
granted  only  to  employees  of  the  Company  or  of  a  “parent  corporation”  or  “subsidiary 
corporation” (as such terms are defined in Section 424 of the Code) at the date of grant. The 

(cid:3)

aggregate fair market value (generally determined as of the time the Option is granted) of 

the Shares with respect to which Incentive Stock Options are exercisable for the first time 

by a Participant during any calendar year under all plans of the Company and of any “parent 

corporation” or “subsidiary corporation” shall not exceed $100,000, or the Option shall be 

treated as a Nonqualified Stock Option. For purposes of the preceding sentence, Incentive 

Stock Options will be taken into account generally in the order in which they are granted. 

Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option 

shall be construed so that each Incentive Stock Option shall be an incentive stock option as 

defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that 

cannot be so construed shall be disregarded. 

6.6 

Performance  Goals. The  Committee may condition  the  grant  of  Options  or 

the vesting of Options upon the Participant’s achievement of one or more performance goal(s) 

(including the Participant’s provision of Services for a designated time period), as specified 

in the Award Agreement. If the Participant fails to achieve the specified performance goal(s), 

the Committee shall not grant the Option to such Participant or the Option shall not vest, 

as applicable. 

6.7 

Individual  Limitations.    No  Employee  may  be  granted  Options  or  Stock 

Appreciation  Rights  covering  in  excess  of  2,500,000  Shares  in  any  calendar  year  (with 

tandem Options and Stock Appreciation Rights being counted only once with respect to this 

limit), subject to adjustment as provided in Article 14 hereof. 

Article 7.  Stock Appreciation Rights 

7.1  Grant of Stock Appreciation Rights. The Committee is hereby authorized to 

grant  Stock  Appreciation  Rights  to  Participants,  including  a  grant  of  Stock  Appreciation 

Rights  in  tandem  with  any  Option  at  the  same  time  such  Option  is  granted  (a  “Tandem 

SAR”).  Stock  Appreciation  Rights  shall  be  evidenced  by  Award  Agreements  that  shall 

conform  to  the  requirements  of  the  Plan  and  may  contain  such  other  provisions,  as  the 

Committee shall deem advisable. Subject to the terms of the Plan and any applicable Award 

Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder 

thereof a right to receive, upon exercise thereof, the excess of (i) the fair market value of a 

specified number of Shares on the date of exercise over (ii) the grant price of the right as 

specified by the Committee on the date of the grant. Such payment may be in the form of 

cash, Shares, other property or any combination thereof, as the Committee shall determine 

in its sole discretion. 

7.2 

Terms  of  Stock  Appreciation Right. Subject to the  terms  of the Plan and 

any applicable Award Agreement, the grant price (which shall not be less than 100% of the 

Fair Market Value of a Share on the date of grant, except as otherwise permitted by Article 

14 or in the case of an Acquisition Award), term, methods of exercise, methods of settlement, 

and any other terms and conditions of any Stock Appreciation Right shall be as determined 

by the Committee. The Committee may impose such other conditions or restrictions on the 

exercise of any Stock Appreciation Right as it may deem appropriate. No Stock Appreciation 

Right shall have a term of more than 10 years from the date of grant. 

7.3 

Tandem Stock Appreciation Rights and Options. A Tandem SAR shall be 

exercisable only to the extent that the related Option is exercisable and shall expire no later 

than the expiration of the related Option. Upon the exercise of all or a portion of a Tandem 

SAR, a Participant shall be required to forfeit the right to purchase an equivalent portion of 

the related Option (and, when a Share is purchased under the related Option, the Participant 

shall be required to forfeit an equivalent portion of the Stock Appreciation Right). 

(cid:3)
(cid:4)(cid:486)(cid:890)(cid:3)

(cid:4)(cid:486)(cid:891)(cid:3)

(cid:3)

(cid:3)

consolidation,  acquisition  of  all  or  substantially  all  of  the  assets,  acquisition  of  stock,  or 

reorganization), of awards granted under a plan maintained by such company prior to the 

acquisition of such company, such assumption shall not reduce the maximum number of 

Shares available for issuance under this Plan. 

Article 6.  Stock Options 

6.1  Grant of Options. The Committee is hereby authorized to grant Options to 

Participants. Each Option shall permit a Participant to purchase from the Company a stated 

number of Shares at an Option Price established by the Committee, subject to the terms 

and conditions described in this Article 6 and to such additional terms and conditions as 

established by the Committee, in its sole discretion, that are consistent with the provisions 

of the Plan. Options shall be designated as either Incentive Stock Options or Nonqualified 

Stock Options; provided that Options granted to Directors shall only be Nonqualified Stock 

Options. An Option granted as an Incentive Stock Option shall, to the extent it fails to qualify 

as  an  Incentive  Stock  Option,  be  treated  as  a  Nonqualified  Stock  Option.  Neither  the 

Committee, the Company, any of its Subsidiaries or Affiliates, nor any of their employees 

and  representatives  shall  be  liable  to  any  Participant  or  to  any  other  Person  if  it  is 

determined that an Option intended to be an Incentive Stock Option does not qualify as an 

Incentive Stock Option. Each Option shall be evidenced by an Award Agreement which shall 

state the number of Shares covered by such Option. Such agreements shall conform to the 

requirements of the Plan and may contain such other provisions, as the Committee shall 

deem advisable. 

6.2 

Terms  of  Option  Grant.  The  Option  Price  shall  be  determined  by  the 

Committee at the time of grant, but, except as otherwise permitted by Article 14 or in the 

case  of  an Acquisition Award, shall  not be  less  than 100%  of  the  Fair  Market  Value  of a 

Share on the date of grant. 

6.3  Option Term. The term of each Option shall be determined by the Committee 

at the time of grant and shall be stated in the Award Agreement, but in no event shall such 

term be greater than 10 years. 

6.4  Method of Exercise. Except as otherwise provided in the Plan or in an Award 

Agreement, an Option may be exercised for all, or from time to time any part, of the Shares 

for which it is then exercisable. For purposes of this Article 6, the exercise date of an Option 

shall  be  the  later  of  the  date  a  notice  of  exercise  is  received  by  the  Company  and,  if 

applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or 

(iv) of the following sentence (including the applicable tax withholding pursuant to Section 

16.4  of  the  Plan).  The  aggregate  Option  Price  for  the  Shares  as  to  which  an  Option  is 

exercised shall be paid to the Company in full at the time of exercise at the election of the 

Participant (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to the extent permitted 

by the Committee, in Shares previously owned by the Participant having a fair market value 

equal to the aggregate Option Price for the Shares being purchased and satisfying such other 

requirements as may be imposed by the Committee, (iii) partly in cash and, to the extent 

permitted  by  the  Committee,  partly  in  such  Shares  (as  described  in  (ii)  above)  or  (iv)  in 

consideration received by the Company under a cashless exercise program (whether through 

a  broker  or  otherwise)  implemented  by  the  Company  in  connection  with  the  Plan.  The 

Committee may prescribe any other method of payment that it determines to be consistent 

with applicable law and the purpose of the Plan. 

6.5 

Limitations  on  Incentive Stock  Options. Incentive  Stock Options may be 

granted  only  to  employees  of  the  Company  or  of  a  “parent  corporation”  or  “subsidiary 

corporation” (as such terms are defined in Section 424 of the Code) at the date of grant. The 

aggregate fair market value (generally determined as of the time the Option is granted) of 
(cid:3)
the Shares with respect to which Incentive Stock Options are exercisable for the first time 
by a Participant during any calendar year under all plans of the Company and of any “parent 
corporation” or “subsidiary corporation” shall not exceed $100,000, or the Option shall be 
treated as a Nonqualified Stock Option. For purposes of the preceding sentence, Incentive 
Stock Options will be taken into account generally in the order in which they are granted. 
Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option 
shall be construed so that each Incentive Stock Option shall be an incentive stock option as 
defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that 
cannot be so construed shall be disregarded. 

6.6 

Performance  Goals. The  Committee may condition  the  grant  of  Options  or 
the vesting of Options upon the Participant’s achievement of one or more performance goal(s) 
(including the Participant’s provision of Services for a designated time period), as specified 
in the Award Agreement. If the Participant fails to achieve the specified performance goal(s), 
the Committee shall not grant the Option to such Participant or the Option shall not vest, 
as applicable. 

6.7 

Individual  Limitations.    No  Employee  may  be  granted  Options  or  Stock 
Appreciation  Rights  covering  in  excess  of  2,500,000  Shares  in  any  calendar  year  (with 
tandem Options and Stock Appreciation Rights being counted only once with respect to this 
limit), subject to adjustment as provided in Article 14 hereof. 

Article 7.  Stock Appreciation Rights 

7.1  Grant of Stock Appreciation Rights. The Committee is hereby authorized to 
grant  Stock  Appreciation  Rights  to  Participants,  including  a  grant  of  Stock  Appreciation 
Rights  in  tandem  with  any  Option  at  the  same  time  such  Option  is  granted  (a  “Tandem 
SAR”).  Stock  Appreciation  Rights  shall  be  evidenced  by  Award  Agreements  that  shall 
conform  to  the  requirements  of  the  Plan  and  may  contain  such  other  provisions,  as  the 
Committee shall deem advisable. Subject to the terms of the Plan and any applicable Award 
Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder 
thereof a right to receive, upon exercise thereof, the excess of (i) the fair market value of a 
specified number of Shares on the date of exercise over (ii) the grant price of the right as 
specified by the Committee on the date of the grant. Such payment may be in the form of 
cash, Shares, other property or any combination thereof, as the Committee shall determine 
in its sole discretion. 

7.2 

Terms  of  Stock  Appreciation Right. Subject to the  terms  of the Plan and 
any applicable Award Agreement, the grant price (which shall not be less than 100% of the 
Fair Market Value of a Share on the date of grant, except as otherwise permitted by Article 
14 or in the case of an Acquisition Award), term, methods of exercise, methods of settlement, 
and any other terms and conditions of any Stock Appreciation Right shall be as determined 
by the Committee. The Committee may impose such other conditions or restrictions on the 
exercise of any Stock Appreciation Right as it may deem appropriate. No Stock Appreciation 
Right shall have a term of more than 10 years from the date of grant. 

7.3 

Tandem Stock Appreciation Rights and Options. A Tandem SAR shall be 
exercisable only to the extent that the related Option is exercisable and shall expire no later 
than the expiration of the related Option. Upon the exercise of all or a portion of a Tandem 
SAR, a Participant shall be required to forfeit the right to purchase an equivalent portion of 
the related Option (and, when a Share is purchased under the related Option, the Participant 
shall be required to forfeit an equivalent portion of the Stock Appreciation Right). 

(cid:4)(cid:486)(cid:890)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:891)(cid:3)

7.4 

Individual  Limitations.    No  Employee  may  be  granted  Options  or  Stock 
(cid:3)
Appreciation  Rights  covering  in  excess  of  2,000,000  Shares  in  any  calendar  year  (with 
tandem Options and Stock Appreciation Rights being counted only once with respect to this 
limit), subject to adjustment as provided in Article 14 hereof. 

Article 8.  Restricted Stock Award 

8.1  Grant  of  Restricted  Stock  Award.  The  Committee  is  hereby  authorized  to 
grant a Restricted Stock Award consisting of a specified number of Shares to a Participant, 
which  Shares  are  subject  to  forfeiture  upon  the  occurrence  of  specified  events.  Each 
Restricted Stock Award shall be evidenced by an Award Agreement, which shall conform to 
the requirements of the Plan and may contain such other provisions, as the Committee shall 
deem advisable. 

8.2 

Terms  of  Restricted  Stock  Awards.  Each  Award  Agreement  evidencing  a 
Restricted Stock Award grant shall specify the period(s) of restriction, the number of Shares 
underlying the Restricted Stock Award, the performance, employment or other conditions 
(including the termination of a Participant’s Service whether due to death, disability or other 
reason) under which the Restricted Stock Award may be forfeited to the Company and such 
other provisions, as the Committee shall deem advisable. At the end of the Restriction Period, 
the restrictions imposed hereunder and under the Award Agreement shall lapse with respect 
to  the  number  of  Shares  underlying  the  Restricted  Stock  Award  as  determined  by  the 
Committee, and the legend shall be removed and such number of Shares delivered to the 
Participant (or, where appropriate, the Participant’s legal representative). 

8.3 

Voting  and  Dividend  Rights.  Unless  otherwise  provided  in  an  Award 
Agreement, Participants shall have none of the rights of a shareholder of the Company with 
respect to the Shares underlying the Restricted Stock Award until the end of the Restricted 
Period; provided that Participants shall have the right to vote and receive dividends on the 
Shares underlying the Restricted Stock Award during the Restriction Period. Dividends shall 
be paid to Participants at the same time that other shareholders of common stock of the 
Company receive such dividends.  Notwithstanding the foregoing, no dividends will be paid 
at a time when any performance-based goals that apply to a Restricted Stock Award have 
not  been  satisfied;  until  such  goals  are  satisfied,  all  dividends  paid  upon  the  Shares 
underlying the Restricted Stock Award shall be retained by the Company for the account of 
the Participant and paid to the Participant (without interest) upon satisfaction of such goals 
and revert back to the Company if such goals are not satisfied. 

8.4 

Performance Goals. The Committee may condition the grant of a Restricted 
Stock Award or the expiration of the Restriction Period upon the Participant’s achievement 
of one or more performance goal(s) (including the Participant’s provision of Services for a 
designated  time  period),  as  specified  in  the  Award  Agreement.  If  the  Participant  fails  to 
achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock 
Award to such Participant or the Participant shall forfeit the Restricted Stock Award to the 
Company, as applicable. 

8.5 

Section 83(b) Election. A Participant may only make an election pursuant to 
Section 83(b) of the Code concerning a Restricted Stock Award with the prior written consent 
of the Company, which may be withheld in its sole discretion.  In the event that a Participant 
makes such  an election, the Participant shall be  required to file promptly a copy of such 
election with the Company. 

Article 9.  Restricted Stock Units 

(cid:3)

9.1  Grant  of  Restricted  Stock  Units.  The  Committee  is  hereby  authorized  to 

grant Restricted Stock Units to a Participant in such amounts and subject to such terms 

and conditions as the Committee may determine. Restricted Stock Units shall be evidenced 

by  an  Award  Agreement,  which  shall  conform  to  the  requirements  of  the  Plan  and  may 

contain such other provisions as the Committee shall deem advisable.   

9.2 

Terms of Restricted Stock Units.  With respect to a Restricted Stock Unit, a 

Participant will have only the rights of a general unsecured creditor of the Company until 

delivery of Shares, cash or other securities or property is made as specified in the applicable 

Award Agreement. The terms and conditions set forth by the Committee in the applicable 

Award Agreement may relate to vesting and nontransferability restrictions  that will lapse 

upon the completion of a specified period of Service, the occurrence of an event and/or the 

attainment of performance objectives, as determined by the Committee at the time of grant.  

On the delivery date specified in the Award Agreement, with respect to each Restricted Stock 

Unit not previously forfeited or terminated, the Participant will receive one Share, cash or 

other securities or property equal in value to a Share or a combination thereof, as specified 

by the Committee.   

Article 10.  Dividend Equivalent Rights 

10.1  Grant of Dividend Equivalent Rights.  The Committee, in its sole discretion, 

may include in the Award Agreement with respect to any Award, other than Options and 

Stock  Appreciation  Rights,  a  dividend  equivalent  right  entitling  the  Participant  to  receive 

amounts equal to all or any portion of the regular cash dividends that would be paid on the 

Shares covered by such Award if such Shares had been delivered pursuant to such Award.   

10.2  Terms of Dividend Equivalent Rights.  With respect to a dividend equivalent 

right, a Participant will have only the rights of a general unsecured creditor of the Company 

until payment of such amounts is made as specified in the applicable Award Agreement.  In 

the event such a provision is included in an Award Agreement, the Committee will determine 

whether such payments will be made in cash, in Shares or in another form, whether they 

will be conditioned upon the exercise of the Award to which they relate, the time or times at 

which they will be made, and such other terms and conditions as the Committee will deem 

appropriate.  Notwithstanding anything to the contrary, no dividends or dividend equivalents 

will  be  paid  at  a  time  when  any  performance-based  goals  that  apply  to  the  dividend 

equivalent  right  or  Award  that  is  granted  in  connection  with  a  dividend  or  dividend 

equivalent right have not been satisfied and will revert back to the Company if such goals 

are not satisfied.   

Article 11.  Other Stock-Based Awards 

The Committee, in its sole discretion, may grant Awards of Shares and Awards that 

are valued, in whole or in part, by reference to, or are otherwise based on the fair market 

value of, Shares (the “Other Stock-Based Awards”), including without limitation, phantom 

awards.  Such  Other  Stock-Based Awards  shall  be  in  such  form,  and  dependent  on  such 

conditions, if any, as the Committee shall determine, including, without limitation, the right 

to  receive  one  or  more  Shares  (or  the  equivalent  cash  value  of  such  Shares)  upon  the 

completion of a specified period of Service, the occurrence of an event and/or the attainment 

of performance objectives. Other Stock-Based Awards may be granted alone or in addition 

to  any  other  Awards  granted  under  the  Plan.  Subject  to  the  provisions  of  the  Plan,  the 

Committee shall determine to whom and when Other Stock-Based Awards will be made, the 

number of Shares to be  awarded under (or otherwise related to) such Other Stock-Based 

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:882)(cid:3)

(cid:4)(cid:486)(cid:883)(cid:883)(cid:3)

(cid:3)

(cid:3)

7.4 

Individual  Limitations.    No  Employee  may  be  granted  Options  or  Stock 

Appreciation  Rights  covering  in  excess  of  2,000,000  Shares  in  any  calendar  year  (with 

tandem Options and Stock Appreciation Rights being counted only once with respect to this 

limit), subject to adjustment as provided in Article 14 hereof. 

Article 8.  Restricted Stock Award 

8.1  Grant  of  Restricted  Stock  Award.  The  Committee  is  hereby  authorized  to 

grant a Restricted Stock Award consisting of a specified number of Shares to a Participant, 

which  Shares  are  subject  to  forfeiture  upon  the  occurrence  of  specified  events.  Each 

Restricted Stock Award shall be evidenced by an Award Agreement, which shall conform to 

the requirements of the Plan and may contain such other provisions, as the Committee shall 

deem advisable. 

8.2 

Terms  of  Restricted  Stock  Awards.  Each  Award  Agreement  evidencing  a 

Restricted Stock Award grant shall specify the period(s) of restriction, the number of Shares 

underlying the Restricted Stock Award, the performance, employment or other conditions 

(including the termination of a Participant’s Service whether due to death, disability or other 

reason) under which the Restricted Stock Award may be forfeited to the Company and such 

other provisions, as the Committee shall deem advisable. At the end of the Restriction Period, 

the restrictions imposed hereunder and under the Award Agreement shall lapse with respect 

to  the  number  of  Shares  underlying  the  Restricted  Stock  Award  as  determined  by  the 

Committee, and the legend shall be removed and such number of Shares delivered to the 

Participant (or, where appropriate, the Participant’s legal representative). 

8.3 

Voting  and  Dividend  Rights.  Unless  otherwise  provided  in  an  Award 

Agreement, Participants shall have none of the rights of a shareholder of the Company with 

respect to the Shares underlying the Restricted Stock Award until the end of the Restricted 

Period; provided that Participants shall have the right to vote and receive dividends on the 

Shares underlying the Restricted Stock Award during the Restriction Period. Dividends shall 

be paid to Participants at the same time that other shareholders of common stock of the 

Company receive such dividends.  Notwithstanding the foregoing, no dividends will be paid 

at a time when any performance-based goals that apply to a Restricted Stock Award have 

not  been  satisfied;  until  such  goals  are  satisfied,  all  dividends  paid  upon  the  Shares 

underlying the Restricted Stock Award shall be retained by the Company for the account of 

the Participant and paid to the Participant (without interest) upon satisfaction of such goals 

and revert back to the Company if such goals are not satisfied. 

8.4 

Performance Goals. The Committee may condition the grant of a Restricted 

Stock Award or the expiration of the Restriction Period upon the Participant’s achievement 

of one or more performance goal(s) (including the Participant’s provision of Services for a 

designated  time  period),  as  specified  in  the  Award  Agreement.  If  the  Participant  fails  to 

achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock 

Award to such Participant or the Participant shall forfeit the Restricted Stock Award to the 

Company, as applicable. 

8.5 

Section 83(b) Election. A Participant may only make an election pursuant to 

Section 83(b) of the Code concerning a Restricted Stock Award with the prior written consent 

of the Company, which may be withheld in its sole discretion.  In the event that a Participant 

makes such  an election, the Participant shall be  required to file promptly a copy of such 

election with the Company. 

Article 9.  Restricted Stock Units 
(cid:3)

9.1  Grant  of  Restricted  Stock  Units.  The  Committee  is  hereby  authorized  to 
grant Restricted Stock Units to a Participant in such amounts and subject to such terms 
and conditions as the Committee may determine. Restricted Stock Units shall be evidenced 
by  an  Award  Agreement,  which  shall  conform  to  the  requirements  of  the  Plan  and  may 
contain such other provisions as the Committee shall deem advisable.   

9.2 

Terms of Restricted Stock Units.  With respect to a Restricted Stock Unit, a 
Participant will have only the rights of a general unsecured creditor of the Company until 
delivery of Shares, cash or other securities or property is made as specified in the applicable 
Award Agreement. The terms and conditions set forth by the Committee in the applicable 
Award Agreement may relate to vesting and nontransferability restrictions  that will lapse 
upon the completion of a specified period of Service, the occurrence of an event and/or the 
attainment of performance objectives, as determined by the Committee at the time of grant.  
On the delivery date specified in the Award Agreement, with respect to each Restricted Stock 
Unit not previously forfeited or terminated, the Participant will receive one Share, cash or 
other securities or property equal in value to a Share or a combination thereof, as specified 
by the Committee.   

Article 10.  Dividend Equivalent Rights 

10.1  Grant of Dividend Equivalent Rights.  The Committee, in its sole discretion, 
may include in the Award Agreement with respect to any Award, other than Options and 
Stock  Appreciation  Rights,  a  dividend  equivalent  right  entitling  the  Participant  to  receive 
amounts equal to all or any portion of the regular cash dividends that would be paid on the 
Shares covered by such Award if such Shares had been delivered pursuant to such Award.   

10.2  Terms of Dividend Equivalent Rights.  With respect to a dividend equivalent 
right, a Participant will have only the rights of a general unsecured creditor of the Company 
until payment of such amounts is made as specified in the applicable Award Agreement.  In 
the event such a provision is included in an Award Agreement, the Committee will determine 
whether such payments will be made in cash, in Shares or in another form, whether they 
will be conditioned upon the exercise of the Award to which they relate, the time or times at 
which they will be made, and such other terms and conditions as the Committee will deem 
appropriate.  Notwithstanding anything to the contrary, no dividends or dividend equivalents 
will  be  paid  at  a  time  when  any  performance-based  goals  that  apply  to  the  dividend 
equivalent  right  or  Award  that  is  granted  in  connection  with  a  dividend  or  dividend 
equivalent right have not been satisfied and will revert back to the Company if such goals 
are not satisfied.   

Article 11.  Other Stock-Based Awards 

The Committee, in its sole discretion, may grant Awards of Shares and Awards that 
are valued, in whole or in part, by reference to, or are otherwise based on the fair market 
value of, Shares (the “Other Stock-Based Awards”), including without limitation, phantom 
awards.  Such  Other  Stock-Based Awards  shall  be  in  such  form,  and  dependent  on  such 
conditions, if any, as the Committee shall determine, including, without limitation, the right 
to  receive  one  or  more  Shares  (or  the  equivalent  cash  value  of  such  Shares)  upon  the 
completion of a specified period of Service, the occurrence of an event and/or the attainment 
of performance objectives. Other Stock-Based Awards may be granted alone or in addition 
to  any  other  Awards  granted  under  the  Plan.  Subject  to  the  provisions  of  the  Plan,  the 
Committee shall determine to whom and when Other Stock-Based Awards will be made, the 
number of Shares to be  awarded under (or otherwise related to) such Other Stock-Based 

(cid:4)(cid:486)(cid:883)(cid:882)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:883)(cid:3)

Awards,  whether  such  Other  Stock-Based  Awards  shall  be  settled  in  cash,  Shares  or  a 
(cid:3)
combination of cash and Shares, and all other terms and conditions of such Awards. 

Article 12.  [Intentionally Omitted] 

Article 13.  Section 409A 

13.1  The Board and the Committee shall have full authority to give effect to any 
statement in an Award Agreement to the effect that an Award is intended to be “deferred 
compensation” subject to Section 409A, to be exempt from Section 409A or to have other 
intended treatment under Section 409A and/or other provision of the Code.  To the extent 
necessary to give effect to this authority, in the case of any conflict or potential inconsistency 
between  the  Plan  and  a  provision  of  any  Award  or  Award  Agreement  with  respect  to  the 
subject matter of this paragraph, the Plan shall govern. 

13.2  Without  limiting  the  generality  of  Section  13.1,  with  respect  to  any  Award 
made  under  the  Plan  that  is  intended  to  be  “deferred  compensation”  subject  to 
Section  409A: (i) references to termination of the Participant’s employment will mean the 
Participant’s  separation  from  service  with  the  Company  within  the  meaning  of 
Section  409A; (ii) any payment to be made with respect to such Award in connection with 
the  Participant’s  separation  from  service  with  the  Company  within  the  meaning  of 
Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code 
shall be delayed until six months after the Participant’s separation from service (or earlier 
death) in accordance with the requirements of Section 409A; (iii) to the extent necessary to 
comply with Section 409A, any cash, other securities, other Awards or other property that 
the Company may deliver in lieu of Shares in respect of an Award shall not have the effect 
of deferring delivery or payment beyond the date on which such delivery or payment would 
occur  with  respect  to  the  Shares  that  would  otherwise  have  been  deliverable  (unless  the 
Committee  elects  a  later  date  for  this  purpose  in  accordance  with  the  requirements  of 
Section  409A);  (iv)  if  the  Award  includes  a  “series  of  installment  payments”  (within  the 
meaning of Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code), the 
Participant’s right to the series of installment payments shall be treated as a right to a series 
of  separate  payments  and  not  as  a  right  to  a  single  payment;  (v)  if  the  Award  includes 
“dividend  equivalents”  (within  the  meaning  of  Section  1.409A-3(e)  of  the  regulations 
promulgated under the  Code), the Participant’s  right to the dividend equivalents shall be 
treated  separately  from  the  right  to  other  amounts  under  the  Award;  and  (vi)  unless  the 
Committee determines otherwise, for purposes of determining whether the Participant has 
experienced  a  separation  from  service  with  the  Company  within  the  meaning  of  Section 
409A, “subsidiary”  shall mean a corporation or other entity in a chain of corporations  or 
other entities in which each corporation or other entity, starting with the Company, has a 
controlling interest in another corporation or other entity in the chain, ending with such 
corporation or other entity.  For purposes of the preceding sentence, the term “controlling 
interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the regulations 
promulgated  under  the  Code;  provided  that  the  language  “at  least  20  percent”  is  used 
instead  of  “at  least  80  percent”  each  place  it  appears  in  Section 1.414(c)-2(b)(2)(i)  of  the 
regulations promulgated under the Code. 

Article 14.  Adjustments 

14.1  Adjustments in Authorized Shares. In the event of any corporate event or 
transaction  involving  the  Company,  a  Subsidiary  and/or  an  Affiliate  (including,  but  not 
limited to, a change in the Shares of the Company or the capitalization of the Company) 
such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, 
stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, 

(cid:3)

dividend in kind, amalgamation, or other like change in capital structure (other than regular 

cash  dividends  to  shareholders  of  the  Company),  or  any  similar  corporate  event  or 

transaction, the Committee, to prevent dilution or enlargement of Participants’ rights under 

the Plan, shall substitute or adjust (in each case in such manner as it deems equitable or 

appropriate) the number and kind of Shares or other property (including cash) that may be 

issued under the Plan or under particular forms of Awards, the number and kind of Shares 

or other property (including cash) subject to outstanding Awards, the Option Price, grant 

price  or  purchase  price  applicable  to  outstanding  Awards,  any  individual  Award  limits, 

and/or other value determinations applicable to the Plan or outstanding Awards. 

14.2  Change  of  Control.  Upon  the  occurrence  of  a  Change  of  Control  after  the 

Effective Date, unless otherwise specifically prohibited under applicable laws or by the rules 

and regulations of any governing governmental agencies or national securities exchanges or 

unless  the  Committee shall determine otherwise in the Award Agreement, the Committee 

shall  make  one  or  more  of  the  following  adjustments  to  the  terms  and  conditions  of 

outstanding  Awards  to  the  extent  determined  by  the  Committee  to  be  permitted  under 

Section 409A: (i) continuation or assumption of such outstanding Awards under the Plan by 

the Company (if it is the surviving company or corporation) or by the surviving company or 

corporation  or  its  parent;  (ii)  substitution  by the  surviving company  or corporation  or  its 

parent  of  awards  with  substantially  the  same  terms  for  such  outstanding  Awards;  (iii) 

accelerated  exercisability,  vesting  and/or  lapse  of  restrictions  under  outstanding  Awards 

immediately prior to the occurrence of such event; (iv) upon written notice, provide that any 

outstanding Awards must be exercised, to the extent then exercisable, during a reasonable 

period of time immediately prior to the scheduled consummation of the event, or such other 

period as determined by the Committee (contingent upon the consummation of the event), 

and at the end of such period, such Awards shall terminate to the extent not so exercised 

within the relevant period; (v) cancellation of all or any portion of outstanding Awards for 

fair value (as determined in the sole discretion of the Committee and which may be zero) 

which,  in  the  case  of  Options  and  Stock  Appreciation  Rights  or  similar  Awards,  if  the 

Committee so determines, may equal the excess, if any, of the value of the consideration to 

be  paid  in  the  Change  of  Control  transaction  to  holders  of  the  same  number  of  Shares 

subject to such Awards (or, if no such consideration is paid, fair market value of the Shares 

subject to such outstanding Awards or portion thereof being canceled) over the aggregate 

Option Price or grant price, as applicable, with respect to such Awards or portion thereof 

being  canceled  (which  may  be  zero)  and  (vi)  such  other  adjustment  as  determined 

appropriate by the Committee.  The Company shall have no liability to any Participant or 

otherwise if the Plan or any Award, vesting, exercise or payment of any Award hereunder is 

subject to the additional tax and penalties under Section 409A or any other Code section. 

Article 15.  Duration, Amendment 

15.1  Duration of the Plan. Unless sooner terminated as provided in Section 15.2, 

the  Plan  shall  terminate  on  the  10th  anniversary  of  the  Effective  Date;  provided  that  all 

Awards made under the Plan before its termination will remain in effect until such Awards 

have been satisfied or terminated in accordance with the terms and provisions of the Plan 

and the applicable Award Agreements. 

15.2  Amendment. The Committee may from time to time amend, alter, suspend, 

discontinue, or terminate the Plan or an Award in any respect whatsoever, including in any 

manner that adversely affects the rights, duties or obligations of any Participant; provided 

that, subject to Section 14.1 or as otherwise specifically provided in the Plan, no amendment 

shall materially adversely impair the rights of a Participant under any Award without such 

Participant’s consent. 

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:884)(cid:3)

(cid:4)(cid:486)(cid:883)(cid:885)(cid:3)

(cid:3)

(cid:3)

Awards,  whether  such  Other  Stock-Based  Awards  shall  be  settled  in  cash,  Shares  or  a 

combination of cash and Shares, and all other terms and conditions of such Awards. 

Article 12.  [Intentionally Omitted] 

Article 13.  Section 409A 

13.1  The Board and the Committee shall have full authority to give effect to any 

statement in an Award Agreement to the effect that an Award is intended to be “deferred 

compensation” subject to Section 409A, to be exempt from Section 409A or to have other 

intended treatment under Section 409A and/or other provision of the Code.  To the extent 

necessary to give effect to this authority, in the case of any conflict or potential inconsistency 

between  the  Plan  and  a  provision  of  any  Award  or  Award  Agreement  with  respect  to  the 

subject matter of this paragraph, the Plan shall govern. 

13.2  Without  limiting  the  generality  of  Section  13.1,  with  respect  to  any  Award 

made  under  the  Plan  that  is  intended  to  be  “deferred  compensation”  subject  to 

Section  409A: (i) references to termination of the Participant’s employment will mean the 

Participant’s  separation  from  service  with  the  Company  within  the  meaning  of 

Section  409A; (ii) any payment to be made with respect to such Award in connection with 

the  Participant’s  separation  from  service  with  the  Company  within  the  meaning  of 

Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code 

shall be delayed until six months after the Participant’s separation from service (or earlier 

death) in accordance with the requirements of Section 409A; (iii) to the extent necessary to 

comply with Section 409A, any cash, other securities, other Awards or other property that 

the Company may deliver in lieu of Shares in respect of an Award shall not have the effect 

of deferring delivery or payment beyond the date on which such delivery or payment would 

occur  with  respect  to  the  Shares  that  would  otherwise  have  been  deliverable  (unless  the 

Committee  elects  a  later  date  for  this  purpose  in  accordance  with  the  requirements  of 

Section  409A);  (iv)  if  the  Award  includes  a  “series  of  installment  payments”  (within  the 

meaning of Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code), the 

Participant’s right to the series of installment payments shall be treated as a right to a series 

of  separate  payments  and  not  as  a  right  to  a  single  payment;  (v)  if  the  Award  includes 

“dividend  equivalents”  (within  the  meaning  of  Section  1.409A-3(e)  of  the  regulations 

promulgated under the  Code), the Participant’s  right to the dividend equivalents shall be 

treated  separately  from  the  right  to  other  amounts  under  the  Award;  and  (vi)  unless  the 

Committee determines otherwise, for purposes of determining whether the Participant has 

experienced  a  separation  from  service  with  the  Company  within  the  meaning  of  Section 

409A, “subsidiary”  shall mean a corporation or other entity in a chain of corporations  or 

other entities in which each corporation or other entity, starting with the Company, has a 

controlling interest in another corporation or other entity in the chain, ending with such 

corporation or other entity.  For purposes of the preceding sentence, the term “controlling 

interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the regulations 

promulgated  under  the  Code;  provided  that  the  language  “at  least  20  percent”  is  used 

instead  of  “at  least  80  percent”  each  place  it  appears  in  Section 1.414(c)-2(b)(2)(i)  of  the 

regulations promulgated under the Code. 

Article 14.  Adjustments 

14.1  Adjustments in Authorized Shares. In the event of any corporate event or 

transaction  involving  the  Company,  a  Subsidiary  and/or  an  Affiliate  (including,  but  not 

limited to, a change in the Shares of the Company or the capitalization of the Company) 

such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, 

stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, 

dividend in kind, amalgamation, or other like change in capital structure (other than regular 
(cid:3)
cash  dividends  to  shareholders  of  the  Company),  or  any  similar  corporate  event  or 
transaction, the Committee, to prevent dilution or enlargement of Participants’ rights under 
the Plan, shall substitute or adjust (in each case in such manner as it deems equitable or 
appropriate) the number and kind of Shares or other property (including cash) that may be 
issued under the Plan or under particular forms of Awards, the number and kind of Shares 
or other property (including cash) subject to outstanding Awards, the Option Price, grant 
price  or  purchase  price  applicable  to  outstanding  Awards,  any  individual  Award  limits, 
and/or other value determinations applicable to the Plan or outstanding Awards. 

14.2  Change  of  Control.  Upon  the  occurrence  of  a  Change  of  Control  after  the 
Effective Date, unless otherwise specifically prohibited under applicable laws or by the rules 
and regulations of any governing governmental agencies or national securities exchanges or 
unless  the  Committee shall determine otherwise in the Award Agreement, the Committee 
shall  make  one  or  more  of  the  following  adjustments  to  the  terms  and  conditions  of 
outstanding  Awards  to  the  extent  determined  by  the  Committee  to  be  permitted  under 
Section 409A: (i) continuation or assumption of such outstanding Awards under the Plan by 
the Company (if it is the surviving company or corporation) or by the surviving company or 
corporation  or  its  parent;  (ii)  substitution  by the  surviving company  or corporation  or  its 
parent  of  awards  with  substantially  the  same  terms  for  such  outstanding  Awards;  (iii) 
accelerated  exercisability,  vesting  and/or  lapse  of  restrictions  under  outstanding  Awards 
immediately prior to the occurrence of such event; (iv) upon written notice, provide that any 
outstanding Awards must be exercised, to the extent then exercisable, during a reasonable 
period of time immediately prior to the scheduled consummation of the event, or such other 
period as determined by the Committee (contingent upon the consummation of the event), 
and at the end of such period, such Awards shall terminate to the extent not so exercised 
within the relevant period; (v) cancellation of all or any portion of outstanding Awards for 
fair value (as determined in the sole discretion of the Committee and which may be zero) 
which,  in  the  case  of  Options  and  Stock  Appreciation  Rights  or  similar  Awards,  if  the 
Committee so determines, may equal the excess, if any, of the value of the consideration to 
be  paid  in  the  Change  of  Control  transaction  to  holders  of  the  same  number  of  Shares 
subject to such Awards (or, if no such consideration is paid, fair market value of the Shares 
subject to such outstanding Awards or portion thereof being canceled) over the aggregate 
Option Price or grant price, as applicable, with respect to such Awards or portion thereof 
being  canceled  (which  may  be  zero)  and  (vi)  such  other  adjustment  as  determined 
appropriate by the Committee.  The Company shall have no liability to any Participant or 
otherwise if the Plan or any Award, vesting, exercise or payment of any Award hereunder is 
subject to the additional tax and penalties under Section 409A or any other Code section. 

Article 15.  Duration, Amendment 

15.1  Duration of the Plan. Unless sooner terminated as provided in Section 15.2, 
the  Plan  shall  terminate  on  the  10th  anniversary  of  the  Effective  Date;  provided  that  all 
Awards made under the Plan before its termination will remain in effect until such Awards 
have been satisfied or terminated in accordance with the terms and provisions of the Plan 
and the applicable Award Agreements. 

15.2  Amendment. The Committee may from time to time amend, alter, suspend, 
discontinue, or terminate the Plan or an Award in any respect whatsoever, including in any 
manner that adversely affects the rights, duties or obligations of any Participant; provided 
that, subject to Section 14.1 or as otherwise specifically provided in the Plan, no amendment 
shall materially adversely impair the rights of a Participant under any Award without such 
Participant’s consent. 

(cid:4)(cid:486)(cid:883)(cid:884)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:885)(cid:3)

Unless  otherwise  determined  by  the  Committee,  shareholder  approval  of  any 
(cid:3)
amendment,  alteration,  suspension  or discontinuance  will  be  obtained  only  to  the  extent 
necessary to comply with any applicable laws;  provided that shareholder approval will be 
required for any amendment to the Plan that, in each case as reasonably determined by the 
Committee:  (i)  increases  the  number  of  Shares  available  under  the  Plan  (other  than  an 
increase permitted under Article 5 absent shareholder approval); (ii) expands the types of 
Awards available under the Plan; (iii) materially extends the term of the Plan; (iv) materially 
changes  the  method  of  determining  the  Option  Price  or  grant  price  per  Share  for  Stock 
Appreciation Rights; or (v) except as permitted pursuant to Article 14, reduces the Option 
Price  or  grant  price  per  Share,  as  applicable,  of  any  outstanding  Options  or  Stock 
Appreciation Rights, including through amendment, cancellation in exchange for the grant 
of a substitute Award (in each case that has the effect of reducing the Option Price or grant 
price per Share, as applicable) or repurchase for cash or other consideration. 

Article 16.  General Provisions 

16.1  No Right to Service. The granting of an Award under the Plan shall impose 
no obligation on the Company, any Subsidiary or any Affiliate to continue the Service of a 
Participant and shall not lessen or affect any right that the Company, any Subsidiary or any 
Affiliate  may  have  to  terminate  the  Service  of  such  Participant.  No  Participant  or  other 
Person  shall  have  any  claim  to  be  granted  any  Award,  and  there  is  no  obligation  for 
uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and 
conditions of Awards and the Committee’s determinations and interpretations with respect 
thereto  need  not  be  the  same  with  respect  to  each  Participant  (whether  or  not  such 
Participants are similarly situated). 

16.2  Foreign  Jurisdictions.  To  the  extent  the  Committee  deems  it  necessary, 
appropriate or desirable to comply with foreign law or practices and to further the purposes 
of  the  Plan,  the  Committee  may,  without  amending  the  Plan,  establish  special  rules 
applicable to Awards to Participants who are foreign nationals, are employed outside of the 
United  States  or  both  and  grant  Awards  (or  amend  existing  Awards)  in  accordance  with 
those rules. 

16.3  Settlement  of  Awards;  Fractional  Shares.  Each  Award  Agreement  shall 
establish  the  form  in  which  the  Award  shall  be  settled.  The  Committee  shall  determine 
whether cash, Awards, other securities or other property shall be issued or paid in lieu of 
fractional Shares or whether such fractional Shares or any rights thereto shall be rounded, 
forfeited or otherwise eliminated. 

16.4  Tax Withholding. The Company shall have the power and the right to deduct 
or withhold (or cause to be deducted or withheld) from any amount deliverable under the 
Award or otherwise (including Shares otherwise deliverable), or require a Participant to remit 
to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, 
domestic or foreign, required by law or regulation to be withheld with respect to any taxable 
event arising as a result of the Plan. With respect to required withholding, Participants may 
elect  (subject  to  the  Company’s  automatic  withholding  right  set  out  above)  to  satisfy  the 
withholding requirement, in whole or in part, (i) by having the Company withhold Shares or 
(ii) through an independent broker-dealer arrangement to sell a sufficient number of Shares, 
in each case, having a fair market value on the date the tax is to be determined equal to the 
minimum statutory total tax that could be imposed on the transaction.  

16.5  No  Guarantees  Regarding  Tax  Treatment.  Participants 

their 
beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan. 
The  Committee  and  the  Company  make  no  guarantees  to  any  Person  regarding  the  tax 

(or 

(cid:3)

treatment  of  Awards  or  payments  made  under  the  Plan.  Neither  the  Committee  nor  the 

Company has any obligation to take any action to prevent the assessment of any tax on any 

Person  with  respect  to  any  Award  under  Section  409A  or  otherwise  and  none  of  the 

Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives 

shall have any liability to a Participant with respect thereto. 

16.6  Non-Transferability  of  Awards.  Unless  otherwise  determined  by  the 

Committee, an Award shall not be transferable or assignable by the Participant except in 

the event of his death (subject to the applicable laws of descent and distribution) and any 

such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance 

shall be void and unenforceable against the Company or any Affiliate. No transfer shall be 

permitted for value or consideration. An Award exercisable after the death of a Participant 

may  be  exercised  by  the  heirs,  legatees,  personal  representatives  or  distributees  of  the 

Participant. Any permitted transfer of the Awards to heirs, legatees, personal representatives 

or  distributees  of  the  Participant  shall  not  be  effective  to  bind  the  Company  unless  the 

Committee shall have been furnished with written notice thereof and a copy of such evidence 

as  the  Committee  may  deem  necessary  to  establish  the  validity  of  the  transfer  and  the 

acceptance  by the transferee or transferees  of the terms  and conditions  of the applicable 

Award Agreement and this Plan. 

16.7  Conditions and Restrictions on Shares. The Committee may impose such 

other conditions or restrictions on any Shares received in connection with an Award as it 

may deem advisable or desirable. These restrictions may include, but shall not be limited 

to, a requirement that the Participant hold the Shares received for a specified period of time 

or a requirement that a Participant represent and warrant in writing that the Participant is 

acquiring the Shares for investment and without any present intention to sell or distribute 

such Shares. The certificates for Shares may include any legend which the Committee deems 

appropriate to reflect any conditions and restrictions applicable to such Shares. 

16.8  Clawback/Recoupment.  Awards  under  the  Plan  shall  be  subject  to  the 

clawback  or  recoupment  policy,  if  any,  that  the  Company  may  adopt  from  time  to  time, 

whether before or after the grant of such Awards, to the extent provided in such policy and, 

in accordance with such policy, may be subject to the requirement that the Awards be repaid 

to the Company after they have been distributed or paid to the Participant. 

16.9  Other Payments or Awards. Nothing contained in the Plan will be deemed in 

any way to limit or restrict the Company from making any award or payment to any person 

under any other plan, arrangement or understanding, whether now existing or hereafter in 

effect.  In addition, Section 5.1 (as adjusted by Article 14) sets forth the only limit on the 

aggregate amount of securities that may be delivered pursuant to this Plan. 

16.10  Compliance with Law. The granting of Awards and the issuance of Shares 

under the Plan shall be subject to all applicable laws, rules, and regulations, and to such 

approvals by any governmental agencies, or any stock exchanges on which the Shares are 

admitted to trading or listed, as may be required. The Company shall have no obligation to 

issue or deliver evidence of title for Shares issued under the Plan prior to: 

(a) 

Obtaining  any  approvals  from  governmental  agencies  that  the 

Company determines are necessary or advisable; and 

(b) 

Completion  of  any  registration  or  other  qualification  of  the  Shares 

under  any  applicable  national,  state  or  foreign  law  or  ruling  of  any 

governmental body that the Company determines  to be necessary or 

advisable. 

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:886)(cid:3)

(cid:4)(cid:486)(cid:883)(cid:887)(cid:3)

(cid:3)

(cid:3)

Unless  otherwise  determined  by  the  Committee,  shareholder  approval  of  any 

amendment,  alteration,  suspension  or discontinuance  will  be  obtained  only  to  the  extent 

necessary to comply with any applicable laws;  provided that shareholder approval will be 

required for any amendment to the Plan that, in each case as reasonably determined by the 

Committee:  (i)  increases  the  number  of  Shares  available  under  the  Plan  (other  than  an 

increase permitted under Article 5 absent shareholder approval); (ii) expands the types of 

Awards available under the Plan; (iii) materially extends the term of the Plan; (iv) materially 

changes  the  method  of  determining  the  Option  Price  or  grant  price  per  Share  for  Stock 

Appreciation Rights; or (v) except as permitted pursuant to Article 14, reduces the Option 

Price  or  grant  price  per  Share,  as  applicable,  of  any  outstanding  Options  or  Stock 

Appreciation Rights, including through amendment, cancellation in exchange for the grant 

of a substitute Award (in each case that has the effect of reducing the Option Price or grant 

price per Share, as applicable) or repurchase for cash or other consideration. 

Article 16.  General Provisions 

16.1  No Right to Service. The granting of an Award under the Plan shall impose 

no obligation on the Company, any Subsidiary or any Affiliate to continue the Service of a 

Participant and shall not lessen or affect any right that the Company, any Subsidiary or any 

Affiliate  may  have  to  terminate  the  Service  of  such  Participant.  No  Participant  or  other 

Person  shall  have  any  claim  to  be  granted  any  Award,  and  there  is  no  obligation  for 

uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and 

conditions of Awards and the Committee’s determinations and interpretations with respect 

thereto  need  not  be  the  same  with  respect  to  each  Participant  (whether  or  not  such 

Participants are similarly situated). 

16.2  Foreign  Jurisdictions.  To  the  extent  the  Committee  deems  it  necessary, 

appropriate or desirable to comply with foreign law or practices and to further the purposes 

of  the  Plan,  the  Committee  may,  without  amending  the  Plan,  establish  special  rules 

applicable to Awards to Participants who are foreign nationals, are employed outside of the 

United  States  or  both  and  grant  Awards  (or  amend  existing  Awards)  in  accordance  with 

those rules. 

16.3  Settlement  of  Awards;  Fractional  Shares.  Each  Award  Agreement  shall 

establish  the  form  in  which  the  Award  shall  be  settled.  The  Committee  shall  determine 

whether cash, Awards, other securities or other property shall be issued or paid in lieu of 

fractional Shares or whether such fractional Shares or any rights thereto shall be rounded, 

forfeited or otherwise eliminated. 

16.4  Tax Withholding. The Company shall have the power and the right to deduct 

or withhold (or cause to be deducted or withheld) from any amount deliverable under the 

Award or otherwise (including Shares otherwise deliverable), or require a Participant to remit 

to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, 

domestic or foreign, required by law or regulation to be withheld with respect to any taxable 

event arising as a result of the Plan. With respect to required withholding, Participants may 

elect  (subject  to  the  Company’s  automatic  withholding  right  set  out  above)  to  satisfy  the 

withholding requirement, in whole or in part, (i) by having the Company withhold Shares or 

(ii) through an independent broker-dealer arrangement to sell a sufficient number of Shares, 

in each case, having a fair market value on the date the tax is to be determined equal to the 

minimum statutory total tax that could be imposed on the transaction.  

16.5  No  Guarantees  Regarding  Tax  Treatment.  Participants 

(or 

their 

beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan. 

The  Committee  and  the  Company  make  no  guarantees  to  any  Person  regarding  the  tax 

treatment  of  Awards  or  payments  made  under  the  Plan.  Neither  the  Committee  nor  the 
(cid:3)
Company has any obligation to take any action to prevent the assessment of any tax on any 
Person  with  respect  to  any  Award  under  Section  409A  or  otherwise  and  none  of  the 
Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives 
shall have any liability to a Participant with respect thereto. 

16.6  Non-Transferability  of  Awards.  Unless  otherwise  determined  by  the 
Committee, an Award shall not be transferable or assignable by the Participant except in 
the event of his death (subject to the applicable laws of descent and distribution) and any 
such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance 
shall be void and unenforceable against the Company or any Affiliate. No transfer shall be 
permitted for value or consideration. An Award exercisable after the death of a Participant 
may  be  exercised  by  the  heirs,  legatees,  personal  representatives  or  distributees  of  the 
Participant. Any permitted transfer of the Awards to heirs, legatees, personal representatives 
or  distributees  of  the  Participant  shall  not  be  effective  to  bind  the  Company  unless  the 
Committee shall have been furnished with written notice thereof and a copy of such evidence 
as  the  Committee  may  deem  necessary  to  establish  the  validity  of  the  transfer  and  the 
acceptance  by the transferee or transferees  of the terms  and conditions  of the applicable 
Award Agreement and this Plan. 

16.7  Conditions and Restrictions on Shares. The Committee may impose such 
other conditions or restrictions on any Shares received in connection with an Award as it 
may deem advisable or desirable. These restrictions may include, but shall not be limited 
to, a requirement that the Participant hold the Shares received for a specified period of time 
or a requirement that a Participant represent and warrant in writing that the Participant is 
acquiring the Shares for investment and without any present intention to sell or distribute 
such Shares. The certificates for Shares may include any legend which the Committee deems 
appropriate to reflect any conditions and restrictions applicable to such Shares. 

16.8  Clawback/Recoupment.  Awards  under  the  Plan  shall  be  subject  to  the 
clawback  or  recoupment  policy,  if  any,  that  the  Company  may  adopt  from  time  to  time, 
whether before or after the grant of such Awards, to the extent provided in such policy and, 
in accordance with such policy, may be subject to the requirement that the Awards be repaid 
to the Company after they have been distributed or paid to the Participant. 

16.9  Other Payments or Awards. Nothing contained in the Plan will be deemed in 
any way to limit or restrict the Company from making any award or payment to any person 
under any other plan, arrangement or understanding, whether now existing or hereafter in 
effect.  In addition, Section 5.1 (as adjusted by Article 14) sets forth the only limit on the 
aggregate amount of securities that may be delivered pursuant to this Plan. 

16.10  Compliance with Law. The granting of Awards and the issuance of Shares 
under the Plan shall be subject to all applicable laws, rules, and regulations, and to such 
approvals by any governmental agencies, or any stock exchanges on which the Shares are 
admitted to trading or listed, as may be required. The Company shall have no obligation to 
issue or deliver evidence of title for Shares issued under the Plan prior to: 

(a) 

(b) 

Obtaining  any  approvals  from  governmental  agencies  that  the 
Company determines are necessary or advisable; and 

Completion  of  any  registration  or  other  qualification  of  the  Shares 
under  any  applicable  national,  state  or  foreign  law  or  ruling  of  any 
governmental body that the Company determines  to be necessary or 
advisable. 

(cid:4)(cid:486)(cid:883)(cid:886)(cid:3)

(cid:3)

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:887)(cid:3)

The restrictions  contained in this  Section  16.10 shall be in addition to any conditions  or 
(cid:3)
restrictions that the Committee may impose pursuant to Section 16.7. The inability of the 
Company to obtain authority from any regulatory body having jurisdiction, which authority 
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any 
Shares hereunder, shall relieve the Company, its Subsidiaries and Affiliates, and all of their 
employees and representatives of any liability in respect of the failure to issue or sell such 
Shares as to which such requisite authority shall not have been obtained. 

16.11  Rights  as  a  Shareholder.  Except  as  otherwise  provided  herein  or  in  the 
applicable Award Agreement, a Participant shall have  none  of the rights  of a shareholder 
with respect to Shares covered by any Award until the Participant becomes the record holder 
of such Shares. 

16.12  Severability. If any  provision of the Plan or any Award is  or becomes or is 
deemed to be invalid, illegal, or unenforceable  in any jurisdiction, or as  to any Person or 
Award, or would disqualify the Plan or any Award under any law deemed applicable by the 
Committee, such provision shall be construed or deemed amended to conform to applicable 
laws, or if it cannot be so construed or deemed amended without, in the determination of 
the Committee, materially altering the intent of the Plan or the Award, such provision shall 
be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any 
such Award shall remain in full force and effect. 

16.13  Unfunded Plan. Participants shall have no right, title, or interest whatsoever 
in or to any investments that the Company or any of its Subsidiaries or Affiliates may make 
to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no 
action taken pursuant to its provisions, shall create or be construed to create a trust of any 
kind,  or  a  fiduciary  relationship  between  the  Company  and  any  Participant,  beneficiary, 
legal representative, or any other Person. To the extent that any Person acquires a right to 
receive payments from the Company under the Plan, such right shall be no greater than the 
right of an unsecured general creditor of the Company. All payments to be made hereunder 
shall be paid from the general funds of the Company and no special or separate fund shall 
be  established  and  no  segregation  of  assets  shall  be  made  to  assure  payment  of  such 
amounts. 

16.14  No Constraint on Corporate Action. Nothing in the Plan shall be construed 
to (i) limit, impair, or otherwise affect the Company’s right or power to make adjustments, 
reclassifications, reorganizations, or changes of its capital or business structure, or to merge 
or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets, 
or (ii) limit the right or power of the Company to take any action which such entity deems 
to be necessary or appropriate. 

16.15  Liability. No member of the Board or the Committee or any employee of the 
Company, a Subsidiary or Affiliate (each such person an “Indemnified Person”) shall have 
any  liability  to  any  person  (including,  without  limitation,  any  Participant)  for  any  action 
taken or omitted to be taken or any determination made in good faith with respect to the 
Plan or any Award. Each Indemnified Person shall be indemnified and held harmless by the 
Company against and from any loss, cost, liability or expense (including attorneys’ fees) that 
may  be  imposed  upon  or  incurred  by  such  Indemnified  Person  in  connection  with  or 
resulting from any action, suit or proceeding to which such Indemnified Person may be a 
party or in which such Indemnified Person may be involved by reason of any action taken 
or omitted to be taken under the Plan and against and from any and all amounts paid by 
such Indemnified Person, with the Company’s prior approval, in settlement thereof, or paid 
by  such  Indemnified  Person  in  satisfaction  of  any  judgment  in  any  such  action,  suit  or 
proceeding  against  such  Indemnified  Person,  provided  that  the  Company  shall  have  the 

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:888)(cid:3)

(cid:3)

right, at its own expense, to assume and defend any such action, suit or proceeding and, 

once the Company gives notice of its intent to assume the defense, the Company shall have 

sole control over such defense with counsel chosen by the Company. The foregoing right of 

indemnification shall not be available to an Indemnified Person to the extent that a court of 

competent jurisdiction in a final judgment or other  final adjudication, in either case, not 

subject to further appeal, determines that the acts or omissions of such Indemnified Person 

giving rise to the indemnification claim resulted from such Indemnified Person’s bad faith, 

fraud or willful criminal act or omission. The foregoing right of indemnification shall not be 

exclusive of any other rights of indemnification to which Indemnified Persons may be entitled 

under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, 

or any other power that the Company may have to indemnify such persons or hold them 

16.16  Successors. All  obligations  of  the  Company  under  the Plan with  respect  to 

Awards granted hereunder shall be binding on any successor to the Company, whether the 

existence  of  such  successor  is  the  result  of  a  direct  or  indirect  purchase,  merger, 

consolidation,  or  otherwise,  of  all  or  substantially  all  of  the  business  or  assets  of  the 

harmless. 

Company. 

16.17  Governing Law. THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO 

PRINCIPLES OF CONFLICT OF LAWS. 

16.18  Data Protection. By participating in the Plan, the Participant consents to the 

collection, processing, transmission and storage by the Company in any form whatsoever, 

of  any  data  of  a  professional  or  personal  nature  which  is  necessary  for  the  purposes  of 

introducing  and  administering  the  Plan.  The Company  may  share  such  information  with 

any Subsidiary or Affiliate, the trustee of any employee benefit trust, its registrars, trustees, 

brokers, other third-party administrator or any Person who obtains control of the Company 

or acquires the Company, undertaking or part-undertaking which employs the Participant, 

wherever situated. 

16.19  Effective Date. The Plan originally became effective as of September 3, 

2013; was amended to increase the maximum number of Shares available for grant to 

Participants pursuant to Awards under the Plan effective May 22, 2018; was amended to 

increase the limit on the number of Options or Stock Appreciation Rights that may be 

granted to an Employee in any calendar year under the Plan effective February 20, 2019; 

and was amended and restated to increase the maximum number of Shares available for 

grant to Participants pursuant to Awards under the Plan and to make certain other 

changes effective May 20, 2020 (the “Effective Date”). 

** * 

(cid:4)(cid:486)(cid:883)(cid:889)(cid:3)

(cid:3)

(cid:3)

The restrictions  contained in this  Section  16.10 shall be in addition to any conditions  or 

restrictions that the Committee may impose pursuant to Section 16.7. The inability of the 

Company to obtain authority from any regulatory body having jurisdiction, which authority 

is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any 

Shares hereunder, shall relieve the Company, its Subsidiaries and Affiliates, and all of their 

employees and representatives of any liability in respect of the failure to issue or sell such 

Shares as to which such requisite authority shall not have been obtained. 

16.11  Rights  as  a  Shareholder.  Except  as  otherwise  provided  herein  or  in  the 

applicable Award Agreement, a Participant shall have  none  of the rights  of a shareholder 

with respect to Shares covered by any Award until the Participant becomes the record holder 

of such Shares. 

16.12  Severability. If any  provision of the Plan or any Award is  or becomes or is 

deemed to be invalid, illegal, or unenforceable  in any jurisdiction, or as  to any Person or 

Award, or would disqualify the Plan or any Award under any law deemed applicable by the 

Committee, such provision shall be construed or deemed amended to conform to applicable 

laws, or if it cannot be so construed or deemed amended without, in the determination of 

the Committee, materially altering the intent of the Plan or the Award, such provision shall 

be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any 

such Award shall remain in full force and effect. 

16.13  Unfunded Plan. Participants shall have no right, title, or interest whatsoever 

in or to any investments that the Company or any of its Subsidiaries or Affiliates may make 

to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no 

action taken pursuant to its provisions, shall create or be construed to create a trust of any 

kind,  or  a  fiduciary  relationship  between  the  Company  and  any  Participant,  beneficiary, 

legal representative, or any other Person. To the extent that any Person acquires a right to 

receive payments from the Company under the Plan, such right shall be no greater than the 

right of an unsecured general creditor of the Company. All payments to be made hereunder 

shall be paid from the general funds of the Company and no special or separate fund shall 

be  established  and  no  segregation  of  assets  shall  be  made  to  assure  payment  of  such 

amounts. 

16.14  No Constraint on Corporate Action. Nothing in the Plan shall be construed 

to (i) limit, impair, or otherwise affect the Company’s right or power to make adjustments, 

reclassifications, reorganizations, or changes of its capital or business structure, or to merge 

or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets, 

or (ii) limit the right or power of the Company to take any action which such entity deems 

to be necessary or appropriate. 

16.15  Liability. No member of the Board or the Committee or any employee of the 

Company, a Subsidiary or Affiliate (each such person an “Indemnified Person”) shall have 

any  liability  to  any  person  (including,  without  limitation,  any  Participant)  for  any  action 

taken or omitted to be taken or any determination made in good faith with respect to the 

Plan or any Award. Each Indemnified Person shall be indemnified and held harmless by the 

Company against and from any loss, cost, liability or expense (including attorneys’ fees) that 

may  be  imposed  upon  or  incurred  by  such  Indemnified  Person  in  connection  with  or 

resulting from any action, suit or proceeding to which such Indemnified Person may be a 

party or in which such Indemnified Person may be involved by reason of any action taken 

or omitted to be taken under the Plan and against and from any and all amounts paid by 

such Indemnified Person, with the Company’s prior approval, in settlement thereof, or paid 

by  such  Indemnified  Person  in  satisfaction  of  any  judgment  in  any  such  action,  suit  or 

proceeding  against  such  Indemnified  Person,  provided  that  the  Company  shall  have  the 

(cid:4)(cid:486)(cid:883)(cid:888)(cid:3)

(cid:3)

right, at its own expense, to assume and defend any such action, suit or proceeding and, 
(cid:3)
once the Company gives notice of its intent to assume the defense, the Company shall have 
sole control over such defense with counsel chosen by the Company. The foregoing right of 
indemnification shall not be available to an Indemnified Person to the extent that a court of 
competent jurisdiction in a final judgment or other final adjudication, in either case,  not 
subject to further appeal, determines that the acts or omissions of such Indemnified Person 
giving rise to the indemnification claim resulted from such Indemnified Person’s bad faith, 
fraud or willful criminal act or omission. The foregoing right of indemnification shall not be 
exclusive of any other rights of indemnification to which Indemnified Persons may be entitled 
under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, 
or any other power that the Company may have to indemnify such persons or hold them 
harmless. 

16.16  Successors. All  obligations  of  the  Company  under  the Plan with  respect  to 
Awards granted hereunder shall be binding on any successor to the Company, whether the 
existence  of  such  successor  is  the  result  of  a  direct  or  indirect  purchase,  merger, 
consolidation,  or  otherwise,  of  all  or  substantially  all  of  the  business  or  assets  of  the 
Company. 

16.17  Governing Law. THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO 
PRINCIPLES OF CONFLICT OF LAWS. 

16.18  Data Protection. By participating in the Plan, the Participant consents to the 
collection, processing, transmission and storage by the Company in any form whatsoever, 
of  any  data  of  a  professional  or  personal  nature  which  is  necessary  for  the  purposes  of 
introducing  and  administering  the  Plan.  The Company  may  share  such  information  with 
any Subsidiary or Affiliate, the trustee of any employee benefit trust, its registrars, trustees, 
brokers, other third-party administrator or any Person who obtains control of the Company 
or acquires the Company, undertaking or part-undertaking which employs the Participant, 
wherever situated. 

16.19  Effective Date. The Plan originally became effective as of September 3, 
2013; was amended to increase the maximum number of Shares available for grant to 
Participants pursuant to Awards under the Plan effective May 22, 2018; was amended to 
increase the limit on the number of Options or Stock Appreciation Rights that may be 
granted to an Employee in any calendar year under the Plan effective February 20, 2019; 
and was amended and restated to increase the maximum number of Shares available for 
grant to Participants pursuant to Awards under the Plan and to make certain other 
changes effective May 20, 2020 (the “Effective Date”). 

** * 

(cid:3)
(cid:4)(cid:486)(cid:883)(cid:889)(cid:3)

This page intentionally left blank.

About Kodak

Kodak  is  a  global  technology  company  focused  on  print 

and  advanced  materials  and  chemicals.  We  provide 

industry-leading  hardware,  software,  consumables  and 

services  primarily  to  customers  in  commercial  print, 

packaging,  publishing,  manufacturing  and  entertainment. 

We  are  committed  to  environmental  stewardship  and 

ongoing  leadership  in  developing  sustainable  solutions. 

Our  broad  portfolio  of  superior  products,  responsive 

support  and  world-class  R&D  make  Kodak  solutions  a 

smart  investment  for  customers  looking  to  improve 

their  profitability  and  drive  growth.   

For additional information on Kodak, visit us at Kodak.com,  

follow us on Twitter @Kodak or like us on Facebook at Kodak.

 
This page intentionally left blank.

About Kodak

Kodak  is  a  global  technology  company  focused  on  print 
and  advanced  materials  and  chemicals.  We  provide 
industry-leading  hardware,  software,  consumables  and 
services  primarily  to  customers  in  commercial  print, 
packaging,  publishing,  manufacturing  and  entertainment. 
We  are  committed  to  environmental  stewardship  and 
ongoing  leadership  in  developing  sustainable  solutions. 
Our  broad  portfolio  of  superior  products,  responsive 
support  and  world-class  R&D  make  Kodak  solutions  a 
smart  investment  for  customers  looking  to  improve 
their  profitability  and  drive  growth.   

For additional information on Kodak, visit us at Kodak.com,  
follow us on Twitter @Kodak or like us on Facebook at Kodak.

 
Eastman Kodak Company 
343 State Street 
Rochester, NY 14650 
www.kodak.com

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