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United States securities and exchange commission logo
September 1, 2021
Roger Byrd
General Counsel
EASTMAN KODAK CO
343 State Street
Rochester, NY 14650
Re: EASTMAN KODAK CO
Form 10-K filed
March 16, 2021
10-Q filed August
10, 2021
File No. 001-00087
Dear Mr. Byrd:
We have reviewed your filings 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.
After reviewing your response and any amendment you may file in response
to these comments,
we may have additional comments.
Form 10-Q filed August 10, 2021
Liquidity and Capital Resources, page 42
1. The disclosure on page
11 indicates that your $225 million term loan has no financial
maintenance covenants.
Given the materiality of this item to your liquidity, please
disclose whether the
loan includes any subjective acceleration clauses or cross-default
provisions.
Form 10-K filed March 16, 2021
Pension and Other Postretirement Benefits, page 31
2. You disclose several
material assumptions and state that significant differences in actual
experience would impact
your pension costs and obligations. Given the materiality of your
pension income, assets
and liabilities to your financial statements, please disclose whether
these past estimates
and assumptions have materially differed from actual results. See
Item 303(b)(3) of
Regulation S-K and Section 501.14 of the Financial Reporting
Codification.
Roger Byrd
EASTMAN KODAK CO
September 1, 2021
Page 2
3. The disclosure on page 88 indicates that $3.3 billion of your $3.7
billion in Major U.S.
Pension Plan Assets are measured at net asset value. Consequently, it
is unclear whether
these assets have a readily determinable fair value. Please expand
your disclosure to
enable a better understanding of the nature and risks of these
investments and whether the
investments, if sold, are probable of being sold at amounts different
from net asset value
per share. In this regard, certain of the disclosures outlined in ASU
820-10-50-6A would
appear to be relevant.
4. Based on the disclosure on page 91, it appears that 33% of your
December 31, 2020 major
U.S. pension plan investments is comprised of derivative instruments.
Consequently, it is
not clear whether your loss exposure on these derivatives could
materially exceed the
carrying value of the investments. Please provide a disclosure that
clarifies this issue and
identifies all known factors that could precipitate material losses in
your derivatives
portfolio such as increases in interest rates, decreases in
company-specific or sector-
specific equity prices, etc. See Section 501.02 of the Financial
Reporting Codification.
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, staff accountant, at (202)
551-3738 or Terence
O'Brien, Branch Chief, at (202) 551-3355 if you have questions regarding our
comments.
FirstName LastNameRoger Byrd Sincerely,
Comapany NameEASTMAN KODAK CO
Division of
Corporation Finance
September 1, 2021 Page 2 Office of Life
Sciences
FirstName LastName