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February 8, 2022
Roger Byrd
General Counsel
EASTMAN KODAK CO
343 State Street
Rochester, NY 14650
Re: EASTMAN KODAK CO
Form 10-K filed
March 16, 2021
Correspondence
filed December 28, 2021
File No. 001-00087
Dear Mr. Byrd:
We have reviewed your letter and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure. Please respond to these comments within ten business days by
providing the
requested information or advise us as soon as possible when you will
respond. If you do not
believe our comments apply to your facts and circumstances, please tell
us why in your response.
Correspondence filed December 28, 2021
Note 20 Retirement Plans, page 83
1. It remains unclear
whether your proposed disclosure fully informs investors about the
extent to which your
plan assets include risk concentrations from derivative instruments.
In this regard, the
insignificant derivative instrument amounts included in your table of
plan assets does not
appear to be balanced with a substantive disclosure regarding the
magnitude of derivative
instruments held by the hedge funds. The level of derivative
instruments held by the
funds would appear material based on your disclosure that an
aggregate 33% of plan
assets represents securities exposure obtained via derivatives. An
expanded disclosure
appears necessary to an understanding of the degree to which
derivative instruments
impact the level of risk you discuss on page 87. In addition, your
discussion of pension
assumptions on page 31 should indicate whether derivative gains
and losses have
materially impacted the reported Gain on Plan Assets balances shown on
page 84.
2. Regarding your response
to prior comment 9, please provide a more substantive
explanation of the
specific facts and circumstances that apparently prevented your Plan
Trustee (Mellon) from
certifying the existence and valuation of approximately 20% of
Roger Byrd
EASTMAN KODAK CO
February 8, 2022
Page 2
reported Plan Assets in both 2019 and 2020. It is not clear how
"lagged pricing" fully
explains the issue given that the audit report on the Plan's December
31, 2020 financial
statements was not issued until October 14, 2021. Presumably year-end
statements for
these assets would have been available to Mellon by October. In order
for us to
understand this issue, please tell us whether Mellon certified these
Plan Assets subsequent
to the filing of your 10-K in the same manner and form in which they
certified the other
80% of Plan Assets. Tell us also how management could reasonably
substantiate the
existence and valuation of these assets as reported in your 10-K if
Mellon was apparently
unable to accomplish that task.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. You may contact Al Pavot at 202.551.3738 or Terence
O'Brien at
202.551.3355 if you have any questions.
FirstName LastNameRoger Byrd Sincerely,
Comapany NameEASTMAN KODAK CO
Division of
Corporation Finance
February 8, 2022 Page 2 Office of Life
Sciences
FirstName LastName