Kodak 2009 Annual Report Download

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Eastman Kodak Company 2009 Annual Report on Form 10-K
and Notice of 2010 Annual Meeting and Proxy Statement

Table of contents

  • Page 1
    Eastman Kodak Company 2009 Annual Report on Form 10-K and Notice of 2010 Annual Meeting and Proxy Statement

  • Page 2

  • Page 3
    ... Act of 1934 For the year ended December 31, 2009 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...

  • Page 4
    ... incorporate by reference information from the Notice of 2010 Annual Meeting and Proxy Statement: Item 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Item 11 - EXECUTIVE COMPENSATION Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS...

  • Page 5
    ... 12. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services 124 Item...

  • Page 6
    ... Eastman Kodak Company. The Company's products span: • Digital still and video cameras and related accessories • Consumer inkjet printers and media • Digital picture frames • Retail printing kiosks, APEX drylab systems and related media • KODAK Gallery online imaging services • Prepress...

  • Page 7
    ... imaging device and accessory markets. Products are sold directly to retailers or distributors, and are also available to customers through the Internet at the KODAK Store (www.kodak.com) and other online providers. In January 2010, Kodak extended its pocket video camera line, following the success...

  • Page 8
    .... Selective investments to improve film's superior image capture and quality characteristics are part of this strategy. Kodak has the leading share of the origination film market led by the new VISION3 family of color negative films, and the widely acclaimed OSCAR-award-winning VISION2 series...

  • Page 9
    ...products include businesses in the prepress, commercial printing, data center, in-plant, newspaper and packaging market segments. The Company has developed a wide-ranging portfolio of digital products - workflow, equipment, media, and services - that combine to create a value-added complete solution...

  • Page 10
    ..., 2009 2008 2007 $ 146 $ 205 $ 242 33 49 60 171 221 207 6 3 16 $ 356 $ 478 $ 525 Consumer Digital Imaging Group Film, Photofinishing and Entertainment Group Graphic Communications Group All Other Total Research and development is headquartered in Rochester, New York. Other U.S. groups are located...

  • Page 11
    ... we are unsuccessful in growing our investment businesses as planned and maintaining and building upon our leading market positions, our financial performance could be adversely affected. If we cannot effectively anticipate technology trends and develop and market new products to respond to changing...

  • Page 12
    ...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. We have a corporate open source governance board to monitor the use of open source software in our products and services and try...

  • Page 13
    ...operations, financial position or liquidity. If we cannot attract, retain and motivate key employees, our business could be harmed. In order for us to be successful, we must continue to attract, retain and motivate executives and other key employees, including technical, managerial, marketing, sales...

  • Page 14
    ...which may adversely affect our results of operations and financial position. Exchange rates and interest rates in markets in which we do business tend to be volatile and at times, our sales can be negatively impacted across all of our segments depending upon the value of the U.S. dollar. In addition...

  • Page 15
    ... half of 2010. If we fail to successfully execute our remaining rationalization activities under our 2009 Program, our financial performance could be adversely affected. Additionally, if the restructuring plans are not effectively managed, we may experience lost customer sales, product delays and...

  • Page 16
    ... owned or operated the contaminated facility. At December 31, 2009, we had accrued liabilities of $102 million for various environmental matters. The majority of this reserve relates to contamination at our Eastman Business Park site in Rochester, New York. Certain other costs relate to liability...

  • Page 17
    ... cannot assure you that: • our business will generate sufficient cash flow from operations; • we will realize cost savings, revenue growth and operating improvements resulting from the execution of our long-term strategic plan; or • future sources of funding will be available to us in amounts...

  • Page 18
    ... manufacturing assets, company-owned or through relationships with design and manufacturing partners, which are located close to end markets and/or supplier networks. The FPEG segment of Kodak's business is centered in Rochester, New York, where film and photographic chemicals and related materials...

  • Page 19
    ..., LLC in Federal District Court in Rochester, New York, for infringement of patents related to digital camera technology. Pursuant to the Samsung Settlement mentioned above, this suit was dismissed on February 4, 2010. On November 17, 2008, the Company filed a complaint with the ITC against LG...

  • Page 20
    ... item in Part I of this report in lieu of being included in the Proxy Statement for the Annual Meeting of Shareholders. Date First Elected an to Executive Present Officer Office 2002 2005 2005 2007 2005 2005 2009 2009 2003 2005 2009 2009 2006 2006 2008 2008 Name Robert L. Berman Philip J. Faraci...

  • Page 21
    ...for digital cameras and mobile phones, dry labs and kiosks for printing at retail, as well as high-volume digital production presses and digital plates for commercial printing. The result is a new Kodak - a company with 70 percent of revenue coming from digital products, higher gross margin business...

  • Page 22
    ... and public accounting. He joined Kodak in 2004 as Director, Accounting Research and Policy. Prior to joining Kodak, Mr. 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...

  • Page 23
    ...OF EQUITY SECURITIES Eastman Kodak Company common stock is traded on the New York Stock Exchange under the symbol "EK." There were 54,030 shareholders of record of common stock as of January 31, 2010. Market Price Data 2009 Price per share: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter High $7.66...

  • Page 24
    ... - Shareholder Return The following graph compares the performance of the Company's common stock with the performance of the Standard & Poor's 500 Composite Stock Price Index and the Dow Jones Industrial Index by measuring the changes in common stock prices from December 31, 2004, plus reinvested...

  • Page 25
    ... in "Kodak Operating Model and Reporting Structure." The three business segments are: Consumer Digital Imaging Group ("CDG"), Film, Photofinishing and Entertainment Group ("FPEG") and Graphic Communications Group ("GCG"). During 2009, the Company established the following key priorities for the year...

  • Page 26
    ... Imaging Services strategic product groups.). The Graphic Communications Group (GCG) operating segment has two reporting units, the Document Imaging reporting unit and the Commercial Printing reporting unit (consisting of the Prepress Solutions, Enterprise Solutions and Digital Printing Solutions...

  • Page 27
    ... 30, 2008 for our latest assessment of financial risk and the increased risk associated with the Company's future operations. Based on its updated analysis, the Company concluded that there was an impairment of goodwill related to the Commercial Printing reporting unit within the GCG segment and...

  • Page 28
    ... Benefits The Company's defined benefit pension and other postretirement benefit costs and obligations are dependent on the Company's key assumptions. These assumptions, which are reviewed at least annually by the Company, include the discount rate, long-term expected rate of return on plan assets...

  • Page 29
    ...date. Specifically, for its U.S. and Canada plans, the Company 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 the Company's U.S. plans, the Citigroup Above Median Pension Discount Curve is used...

  • Page 30
    ...services, and imaging sensors. CDG also includes the licensing activities related to the Company's intellectual property in digital imaging products. Film, Photofinishing and Entertainment Group Segment ("FPEG"): FPEG encompasses consumer and professional film, onetime-use cameras, graphic arts film...

  • Page 31
    ... Net Sales from Continuing Operations by Reportable Segment and All Other (1) For the Year Ended December 31, Foreign Currency Impact 2008 Change (in millions) Consumer Digital Imaging Group Inside the U.S. Outside the U.S. Total Consumer Digital Imaging Group Film, Photofinishing and Entertainment...

  • Page 32
    ... -90 $ (in millions) Consumer Digital Imaging Group Film, Photofinishing and Entertainment Group Graphic Communications Group All Other Total of segments Restructuring costs, rationalization and other Postemployment benefit changes Other operating income (expenses), net Adjustments to contingencies...

  • Page 33
    ... For the Year Ended December 31, % of Sales 2008 $ 9,416 7,247 2,169 1,606 478 140 766 (in millions) Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Research and development costs Restructuring costs, rationalization and other Other operating (income) expenses...

  • Page 34
    ... and Film Capture in the FPEG segment. Foreign exchange negatively impacted sales across all three segments, due to a stronger U.S. dollar. Unfavorable price/mix was primarily driven by Digital Capture and Devices within CDG, Entertainment Imaging within FPEG, and Prepress Solutions within...

  • Page 35
    ... and settlements. Consumer Digital Imaging Group (dollars in millions) 2009 Total net sales Cost of goods sold Gross profit Selling, general and administrative expenses Research and development costs Earnings (loss) from continuing operations before interest expense, other income (charges), net and...

  • Page 36
    ...attributable to significantly lower product costs versus prior year, particularly within Consumer Inkjet Systems and Digital Capture and Devices. Partially offsetting these improvements were unfavorable price/mix, largely related to digital cameras and digital picture frames, and unfavorable foreign...

  • Page 37
    ... in June 2008 and was not replaced until June 2009, (2) the impact of the current economic climate on film makers, resulting in lower film production and the use of digital technology, as expected, and (3) industry shifts in film release strategies and distribution. Entertainment Imaging revenues...

  • Page 38
    ... in print demand, which drove a shift in equipment placements toward lower-priced models and increased competitive pricing. Net sales of Document Imaging decreased 10%, driven by lower volumes and unfavorable foreign exchange, partially offset by favorable price/mix in the scanner product lines. The...

  • Page 39
    ...Notes to Financial Statements. Extraordinary Gain The terms of the purchase agreement of the 2004 acquisition of NexPress Solutions LLC called for additional consideration to be paid by the Company if sales of certain products exceeded a stated minimum number of units sold during a five-year period...

  • Page 40
    ... Earnings from discontinued operations, net of income taxes NET (LOSS) EARNINGS Less: Net earnings attributable to noncontrolling interests NET (LOSS) EARNINGS ATTRIBUTABLE TO EASTMAN KODAK COMPANY For the Year Ended December 31, 2008 Change vs. Amount 2007 Total net sales Gross profit margin...

  • Page 41
    ... of consumer inkjet printers in 2007. These decreases in R&D spending were partially offset by investments in new workflow products in Enterprise Solutions and stream technology within Digital Printing Solutions, and R&D related acquisitions made in the second quarter of 2008, both within GCG...

  • Page 42
    ..., 2008. Consumer Digital Imaging Group For the Year Ended December 31, % of Sales 2007 $ 3,247 2,419 828 603 242 (dollars in millions) Total net sales Cost of goods sold Gross profit Selling, general and administrative expenses Research and development costs Loss from continuing operations before...

  • Page 43
    ... volumes for digital cameras and digital picture frames as well as favorable foreign exchange. Digital picture frames were introduced at the end of the first quarter of 2007. Net worldwide sales of Consumer Inkjet Systems, which includes inkjet printers and related consumables, increased in the year...

  • Page 44
    Film, Photofinishing and Entertainment Group For the Year Ended December 31, % of 2007 Sales $ 3,632 2,771 861 520 60 (dollars in millions) Total net sales Cost of goods sold Gross profit Selling, general and administrative expenses Research and development costs Earnings from continuing operations...

  • Page 45
    ... high single digits during 2008. Net worldwide sales of Digital Printing Solutions decreased 6% compared with the prior year. Unfavorable price/mix and declines in volume were partially offset by favorable foreign exchange for all products. Volume declines were largely attributable to black-andwhite...

  • Page 46
    .... Research and Development Costs The increase in R&D costs for GCG was primarily driven by investments in new workflow products in Enterprise Solutions, R&D related to acquisitions made in the second quarter of 2008, increased investments for stream technology within Digital Printing Solutions, and...

  • Page 47
    ... as most of the termination benefits for U.S. employees are provided in the form of special retirement benefits (Special Termination Program (STP) benefits) payable from the Company's over-funded U.S. pension plan. Including cash expenditures related to rationalization actions in 2008 and prior, the...

  • Page 48
    ...to above. Investing Activities Net cash used in investing activities decreased $166 million for the year ended December 31, 2009 as compared with 2008 due primarily to a decline of $102 million in additions to properties and increased cash proceeds received from sales of assets and businesses of $64...

  • Page 49
    ... The Company believes that its current cash balance, combined with cash flows from operating activities and proceeds from sales of assets, will be sufficient to meet its anticipated needs, including working capital, capital investments, scheduled debt repayments, restructuring payments, and employee...

  • Page 50
    ..., plus any accrued and unpaid interest. Refer to Note 8, "Short-Term Borrowings and Long-Term Debt," for redemption provisions, ranking and subordination of the 2017 Convertible Notes, and events of default. Amended Credit Agreement On March 31, 2009, the Company and its subsidiary, Kodak Canada...

  • Page 51
    ... 31, 2009, usage under these lines was approximately $58 million, with $0 reflected in Short-term borrowings and current portion of long-term debt on the accompanying Consolidated Statement of Financial Position, and the balance supporting non-debt related obligations. On February 10, 2010, the...

  • Page 52
    ...the timing of payments related to uncertain tax positions and interest cannot be made. See Note 15, "Income Taxes," in the Notes to Financial Statements for additional information regarding the Company's uncertain tax positions. Funding requirements for the Company's major defined benefit retirement...

  • Page 53
    ... the year ended December 31, 2009 was not material to the Company's financial position, results of operations or cash flows. 2008 Cash Flow Activity For the Year Ended December 31, 2008 2007 $ (128) 296 168 $ 365 (37) 328 $ (in millions) Cash flows from operating activities: Net cash (used in...

  • Page 54
    ... the Notes to Financial Statements. Investing Activities Net cash used in continuing operations from investing activities increased $147 million for the year ended December 31, 2008 as compared with 2007 due primarily to lower cash proceeds received from sales of assets and businesses of $92 million...

  • Page 55
    ..., if available market interest rates had been 10% (about 178 basis points) lower at December 31, 2008, the fair value of short-term and long-term borrowings would have increased $1 million and $40 million, respectively. The Company's financial instrument counterparties are high-quality investment or...

  • Page 56
    ...Registered Public Accounting Firm To the Board of Directors and Shareholders of Eastman Kodak Company: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Eastman Kodak Company and...

  • Page 57
    ... item Total Amounts attributable to Eastman Kodak Company common shareholders (basic and diluted earnings per share) Continuing operations Discontinued operations Extraordinary item Total Cash dividends per share $ 2009 For the Year Ended December 31, 2008 2007 $ 9,416 7,247 2,169 1,606 478...

  • Page 58
    Eastman Kodak Company CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in millions, except share and per share data) ASSETS CURRENT ASSETS Cash and cash equivalents Receivables, net Inventories, net Other current assets Total current assets Property, plant and equipment, net Goodwill Other long-term ...

  • Page 59
    Eastman Kodak Company CONSOLIDATED STATEMENT OF EQUITY (in millions, except share and per share data) Eastman Kodak Company Shareholders Accumulated Additional Other Common Paid In Retained Comprehensive Treasury Stock (1) Capital Earnings (Loss) Income Stock Equity as of December 31, 2006 Net ...

  • Page 60
    Eastman Kodak Company CONSOLIDATED STATEMENT OF EQUITY continued (in millions, except share and per share data) Eastman Kodak Company Shareholders Accumulated Additional Other Common Paid In Retained Comprehensive Treasury Stock (1) Capital Earnings (Loss) Income Stock Equity as of December 31, 2007...

  • Page 61
    Eastman Kodak Company CONSOLIDATED STATEMENT OF EQUITY continued (in millions, except share and per share data) Eastman Kodak Company Shareholders Accumulated Additional Other Common Paid In Retained Comprehensive Treasury Stock (1) Capital Earnings (Loss) Income Stock Equity as of December 31, 2008...

  • Page 62
    ... cash (used in) provided by operating activities Cash flows from investing activities: Additions to properties Proceeds from sales of businesses/assets Acquisitions, net of cash acquired Funding of restricted cash account Marketable securities - sales Marketable securities - purchases Net cash used...

  • Page 63
    ... Issuance of unvested stock, net of forfeitures (1) Includes payments included in expense of discontinued operations. The accompanying notes are an integral part of these consolidated financial statements. $ 1,027 4 $ 1,105 2 1 $ 953 6 For the Year Ended December 31, 2009 2008 2007 $ 70 225 $ 85...

  • Page 64
    ... business have not been as extensive as assumed in 2005. As a result, the Company revised the useful lives of certain existing production machinery and equipment, and manufacturing-related buildings effective January 1, 2008. These assets, which were previously set to fully depreciate by mid-2010...

  • Page 65
    ... below an operating segment. The Company estimates the fair value of its reporting units utilizing income and market approaches through the application of discounted cash flow and market comparable methods, respectively. The assessment is required to be performed in two steps, step one to test for...

  • Page 66
    ... time collection becomes reasonably assured, which is generally upon receipt of payment. Software maintenance and support revenue is recognized ratably over the term of the related maintenance period. The Company's transactions may involve the sale of equipment, software, and related services under...

  • Page 67
    ... prices in active markets or, if quoted market prices are unavailable, through the performance of internal analyses of discounted cash flows. In connection with its assessment of recoverability of its long-lived assets and its ongoing strategic review of the business and its operations, the Company...

  • Page 68
    ... on the Company's Consolidated Financial Statements. In December 2008, the FASB issued authoritative guidance requiring more detailed disclosures about employers' postretirement benefit plan assets. New disclosures include information regarding investment strategies, major categories of plan assets...

  • Page 69
    ... issued additional clarifying guidance related to determination of the fair value of a financial asset in a market that is not active. This guidance was effective as of December 31, 2008 for the Company. • In September 2009, the FASB issued ASU No. 2009-12, "Investments in Certain Entities That...

  • Page 70
    ... related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires new disclosures only, and will have no impact on the Company's Consolidated Financial Statements. In October 2009...

  • Page 71
    ...and equipment Construction in progress Accumulated depreciation Net properties As of December 31, 2009 2008 64 $ 81 1,512 1,575 4,792 5,033 64 116 6,432 6,805 (5,178) (5,254) 1,254 $ 1,551 $ $ Depreciation expense was $354 million, $420 million, and $679 million for the years 2009, 2008, and 2007...

  • Page 72
    ... fourth quarter of 2008 that was included in Other operating expenses (income), net in the Consolidated Statement of Operations. The fair values of reporting units within the Company's Consumer Digital Imaging Group (CDG) and Film, Photofinishing and Entertainment Group (FPEG) segments, and one of...

  • Page 73
    ... 31, 2009 2008 169 607 184 67 200 1,227 $ 773 506 247 59 143 1,728 $ $ See Note 17, "Retirement Plans," in the Notes to Financial Statements for explanation of the decrease in the overfunded pension plans balance. The Other component above consists of other miscellaneous long-term assets that...

  • Page 74
    ... Company's short-term borrowings and current portion of long-term debt were as follows: As of December 31, 2009 2008 $ $ 62 $ 62 $ 50 1 51 (in millions) Current portion of long-term debt Short-term bank borrowings Total The weighted-average interest rate for Short-term bank borrowings outstanding...

  • Page 75
    ... Lines of Credit Long-term debt and related maturities and interest rates were as follows: As of December 31, (in millions) WeightedAverage Effective Interest Rate 3.38% 6.16% 6.16% 7.25% 19.36% 12.75% 9.95% 9.20% 2009 WeightedAverage Effective Interest Rate 3.38% 6.16% 6.16% 7.25% 9.95% 9.20% 2008...

  • Page 76
    ... stated principal amount using the effective interest method over the 8-year term of the Senior Secured Notes. Accretion of the principal will be reported as a component of interest expense. Accordingly, the Company will recognize annual interest expense on the debt at an effective interest rate...

  • Page 77
    ... notes on October 15, 2010. As of December 31, 2009, the remaining amount of the 2033 Convertible Notes outstanding was approximately $12 million, and is reported as Short-term borrowings and current portion of long-term debt in the accompanying Consolidated Statement of Financial Position. 75

  • Page 78
    ...covenants customary in similar asset-based lending facilities. In the event the Company's excess availability under the borrowing base formula under the Amended Credit Agreement falls below $100 million for three consecutive business days, among other things, the Company must maintain a fixed charge...

  • Page 79
    ... Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions. As of December 31, 2009, usage under these lines was approximately $58 million, all of which were supporting non-debt related obligations. On February 10, 2010...

  • Page 80
    ... were reported in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position. The Company is currently implementing a Corrective Action Program required by the Resource Conservation and Recovery Act ("RCRA") at Eastman Business Park (formerly known as Kodak Park...

  • Page 81
    ... retirement obligations within Other long-term liabilities in the accompanying Consolidated Statement of Financial Position. The Company's asset retirement obligations primarily relate to asbestos contained in buildings that the Company owns. In many of the countries in which the Company operates...

  • Page 82
    ... and related guarantees, which mature between 2010 and 2016, typically have a term of 90 days for product and short-term equipment financing arrangements, and up to five years for long-term equipment financing arrangements. These guarantees would require payment from the Company only in the event of...

  • Page 83
    ... of sale for a given product based on historical failure rates and related costs to repair. The change in the Company's accrued warranty obligations balance, which is reflected in Accounts payable and other current liabilities in the accompanying Consolidated Statement of Financial Position, was...

  • Page 84
    ... values, and location in the Consolidated Statement of Financial Position for the Company's financial instruments: Assets December 31, 2009 December 31, 2008 Carrying Carrying Amount Fair Value Amount Fair Value (in millions) Balance Sheet Location Marketable securities: Available-for-sale (1) Held...

  • Page 85
    ... (loss) For the Year Ended December 31, 2009 2008 2007 $ (2) $ 7 $ 2 Derivative Financial Instruments The Company, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates, commodity prices, and interest rates, which may adversely affect...

  • Page 86
    ... related to derivatives reported in the Consolidated Statement of Operations are shown in the following tables: Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) For the Year Ended December 31, 2009 2008 $ $ - Derivatives in Cash...

  • Page 87
    NOTE 13: OTHER OPERATING (INCOME) EXPENSES, NET (in millions) (Income) expenses: Goodwill impairment (1) Long-lived asset impairments Gains related to the sales of assets and businesses (2) Other Total (1) (2) For the Year Ended December 31, 2009 2008 2007 $ 8 (100) 4 (88) $ $ $ 785 4 (25) 2 ...

  • Page 88
    ... MUTEC equity method investment impairment Other Total For the Year Ended December 31, 2009 2008 2007 $ - 12 (2) 19 1 30 $ - 71 7 (10) (4) (9) 55 $ - 95 2 (5) (6) 86 $ $ $ NOTE 15: INCOME TAXES The components of loss from continuing operations before income taxes and the related (benefit...

  • Page 89
    ... for continuing operations were as follows: For the Year Ended December 31, 2009 2008 2007 $ (41) $ (306) $ (90) (in millions) Amount computed using the statutory rate Increase (reduction) in taxes resulting from: State and other income taxes, net of federal Foreign tax credits benefitted Impact of...

  • Page 90
    ... of Financial Position: (in millions) Other current assets Other long-term assets Accrued income and other taxes Other long-term liabilities Net deferred tax assets $ As of December 31, 2009 2008 121 607 (11) 717 $ 114 506 (4) (37) 579 $ $ As of December 31, 2009, the Company had available...

  • Page 91
    ... 45 (101) (4) (1) 303 $ 2007 305 59 $ $ $ The Company'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. During the years ended December 31, 2009, 2008 and 2007, the Company recognized interest and...

  • Page 92
    ...activity in the accrued balances and the non-cash charges and credits incurred in relation to restructuring programs and ongoing rationalization activities during the three years ended December 31, 2009 were as follows: (in millions) Balance at December 31, 2006 2007 charges - continuing operations...

  • Page 93
    ... long-term assets in the Consolidated Statement of Financial Position, partially offset by foreign currency translation adjustments. (10) The Company expects to utilize the majority of the December 31, 2009 accrual balance in 2010. 2007 Activity For the year ended December 31, 2007, the Company...

  • Page 94
    .... Employees covered by the Cash Balance plan also receive an additional benefit equal to 3% of their annual pensionable earnings. The Company suspended this additional benefit for 2009, but resumed it in 2010. Many subsidiaries and branches operating outside the U.S. have defined benefit retirement...

  • Page 95
    ...2008 to December 31, 2009 was primarily due to lower discount rates. Amounts recognized in the Consolidated Statement of Financial Position for all major funded and unfunded U.S. and Non-U.S. defined benefit plans were as follows: As of December 31, (in millions) U.S. Other long-term assets Accounts...

  • Page 96
    ... obligation Prior service cost (credit) Net actuarial loss Total $ $ 8 1,509 1,517 $ $ 2009 Non-U.S. 1 (1) 1,411 1,411 $ $ U.S. 10 839 849 $ $ 2008 Non-U.S. 1 (4) 918 915 Changes in plan assets and benefit obligations recognized in other comprehensive income (loss) during 2009 for all major...

  • Page 97
    ... net pension (income) expense for all the major funded and unfunded U.S. and Non-U.S. defined benefit plans were as follows: For the Year Ended December 31, 2008 U.S. Non-U.S. 6.52% 4.51% 8.99% 5.77% 3.92% 7.71% 2009 U.S. Discount rate Salary increase rate Expected long-term rate of return on plan...

  • Page 98
    ...are rebalanced in accordance with the policy set forth for each plan. Of the total plan assets attributable to the major U.S. defined benefit plans at December 31, 2009 and 2008, 97% relate to KRIP. The expected long-term rate of return on plan assets assumption ("EROA") is based on a combination of...

  • Page 99
    The Company's weighted-average asset allocations for its major non-U.S. defined benefit pension plans, by asset category are as follows: As of December 31, 2008 2009 Target 18% 30% 5% 9% 38% 100% 12%-18% 44%-50% 3%-9% 0%-5% 27%-37% Asset Category Equity securities Debt securities Real estate Cash ...

  • Page 100
    ...244 471 3 (27) $ 2,533 $ For the Company'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 long duration government and corporate bonds with some...

  • Page 101
    ... contracts. These investments are used to achieve targeted exposure to particular index or bond duration, provide value-added returns between asset classes, and to partially hedge foreign currency risk. Additionally, the Company's major defined benefit pension plans invest in government bond futures...

  • Page 102
    ... gain was included in Cost of goods sold, Selling, general and administrative expenses, and Research and development costs in the Consolidated Statement of Operations for the year ended December 31, 2008. The Company's benefits to U.S. long-term disability recipients were also amended as described...

  • Page 103
    ... recognized in the Consolidated Statement of Financial Position for the Company's U.S., United Kingdom, and Canada plans consisted of: As of December 31, 2009 2008 $ $ (147) (1,257) (1,404) $ $ (175) (1,296) (1,471) (in millions) Current liabilities Pension and other postretirement liabilities...

  • Page 104
    ...$86 million for the year ended December 31, 2008 was a $79 million curtailment gain related to changes to the Company's U.S. postretirement benefit plan affecting its post-September 1991 retirees beginning January 1, 2009, as discussed above. The prior service credit and net actuarial loss estimated...

  • Page 105
    ... related to unvested stock and performance awards during the years ended December 31, 2009, 2008 and 2007 was $15 million, $8 million and $10 million, respectively. The Company's stock incentive plans consist of the 2005 Omnibus Long-Term Compensation Plan (the "2005 Plan"), the 2000 Omnibus Long...

  • Page 106
    ...the 2005 Plan at an option price of $24.59. Compensation expense recognized for the years ended December 31, 2009, 2008, or 2007 on those freestanding SARs was not material. Under the 2000 Plan, 22 million shares of the Company's common stock were eligible for grant to a variety of employees between...

  • Page 107
    ... statement of cash flows of the tax effects of stock-based awards that were fully vested and outstanding. The adoption of this guidance did not have a material impact on the Company's cash flows or results of operations for the years ended December 31, 2009, 2008 and 2007, or its financial position...

  • Page 108
    ... the year ended December 31, 2008 of $295 million. See Note 15, "Income Taxes," in the Notes to Financial Statements for further discussion of the tax refund. 2007 Health Group segment On April 30, 2007, the Company sold all of the assets and business operations of its Health Group segment to Onex...

  • Page 109
    ...services, and imaging sensors. CDG also includes the licensing activities related to the Company's intellectual property in digital imaging products. Film, Photofinishing and Entertainment Group Segment ("FPEG"): FPEG encompasses consumer and professional film, onetime-use cameras, graphic arts film...

  • Page 110
    ...Segment total assets: Consumer Digital Imaging Group Film, Photofinishing and Entertainment Group Graphic Communications Group All Other Total of segments Cash and marketable securities Deferred income tax assets Other corporate reserves Consolidated total assets 2009 As of December 31, 2008 2007...

  • Page 111
    ...-related depreciation Consolidated total Capital additions from continuing operations: Consumer Digital Imaging Group Film, Photofinishing and Entertainment Group Graphic Communications Group All Other Consolidated total Net sales to external customers attributed to (1): The United States...

  • Page 112
    ... Kodak Company common shareholders (11) Continuing operations Discontinued operations Extraordinary item Total Diluted net earnings (loss) per share attributable to Eastman Kodak Company common shareholders (11) Continuing operations Discontinued operations Extraordinary item Total 2008 Net sales...

  • Page 113
    ...tax items, which increased net loss from continuing operations by $10 million. Includes pre-tax gains of $7 million related to the sales of assets and business operations, which increased net earnings from continuing operations by $7 million; support for an educational institution, which reduced net...

  • Page 114
    ... the Company's consolidated financial statements except that the individual parent and combined subsidiaries' accounts follow the equity method of accounting. The following reflects the condensed consolidating Statement of Operations for the year ended December 31, 2009: (in millions) Net sales Cost...

  • Page 115
    ... consolidating Statement of Operations for the year ended December 31, 2008: (in millions) Guarantor Subsidiaries Non-Guarantor Consolidating Subsidiaries Adjustments $ Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Research and development costs Restructuring...

  • Page 116
    ...Statement of Operations for the year ended December 31, 2007: Guarantor Subsidiaries Non-Guarantor Consolidating Subsidiaries Adjustments 6,153 $ 5,041 1,112 803 58 473 (73) (in millions) Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Research and development...

  • Page 117
    ... Short-term borrowings and current portion of long-term debt Accrued income and other taxes Total current liabilities Long-term debt Pension and other postretirement liabilities Other long-term liabilities Total liabilities Total Eastman Kodak Company shareholders' (deficit) equity Noncontrolling...

  • Page 118
    ... current portion of long-term debt Accrued income and other taxes Total current liabilities Long-term debt Pension and other postretirement liabilities Other long-term liabilities Total liabilities Total Eastman Kodak Company shareholders' equity Noncontrolling interest Equity TOTAL LIABILITIES AND...

  • Page 119
    ...operations Net cash (used in) provided by operating activities Cash flows from investing activities: Additions to properties Proceeds from sales of businesses/assets Acquisitions, net of cash acquired Funding of restricted cash account Advances from (to) Kodak companies Marketable securities - sales...

  • Page 120
    ... from Kodak companies Marketable securities - sales Marketable securities - purchases Intercompany dividends Net cash provided by (used in) investing activities Cash flows from financing activities: Proceeds from borrowings Repayment of borrowings Stock repurchases Dividends to shareholders Advances...

  • Page 121
    ... businesses/assets Acquisitions, net of cash acquired Advances (to) from Kodak companies Marketable securities - sales Marketable securities - purchases Intercompany dividends Net cash provided by (used in) investing activities Net cash provided by discontinued operations Net cash provided by (used...

  • Page 122
    ... year end Shareholders at year end Statement of Financial Position Data Working capital Property, plant and equipment, net Total assets Short-term borrowings and current portion of long-term debt Long-term debt, net of current portion (footnotes on next page) $ 7,606 $ 2008 9,416 2007 $ 10,301 2006...

  • Page 123
    Eastman Kodak Company SUMMARY OF OPERATING DATA - UNAUDITED continued (in millions, except per share data, shareholders, and employees) 2009 Supplemental Information Net sales from continuing operations - CDG - FPEG - GCG - All Other Research and development costs Depreciation Taxes (excludes ...

  • Page 124
    ... filed or submitted under the Exchange Act 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 the Company's Chief Executive Officer and Chief Financial...

  • Page 125
    ... "Board Structure and Corporate Governance - Board of Directors" in the Company's Notice of 2010 Annual Meeting and Proxy Statement (the "Proxy Statement"), which will be filed within 120 days after December 31, 2009. The information required by Item 10 regarding audit committee financial expert...

  • Page 126
    ... performance-based stock awards earned Basic common shares outstanding at fiscal year end Run rate Run Rate for the Year Ended December 31, 2009 2008 2007 3-year Average 1,229 2,813 1,813 1,952 7,585 796 183 2,855 563 164 63 263 268,631 268,169 288,000 274,933 3.49% 1.41% 0.71% 1.84% The Company...

  • Page 127
    ... financial statements: Report of independent registered public accounting firm Consolidated statement of operations Consolidated statement of financial position Consolidated statement of equity Consolidated statement of cash flows Notes to financial statements 2. Financial statement schedule...

  • Page 128
    ... S. Sklarsky Frank S. Sklarsky Chief Financial Officer and Executive Vice President /s/ Eric H. Samuels Eric H. Samuels Chief Accounting Officer and Corporate Controller Date: February 22, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by...

  • Page 129
    SCHEDULE II EASTMAN KODAK COMPANY VALUATION AND QUALIFYING ACCOUNTS Balance at Beginning of Period Charges to Earnings and Equity Amounts Written Off Balance at End of Period (in millions) Year ended December 31, 2009 Deducted in the Statement of Financial Position: From Current Receivables: ...

  • Page 130
    ... fiscal year ended December 31, 1993, Exhibit 4.) Form of the 7.25% Senior Notes due 2013. (Incorporated by reference to the Eastman Kodak Company Current Report on Form 8-K for the date October 10, 2003 as filed on October 10, 2003, Exhibit 4.) Resolutions of the Committee of the Board of Directors...

  • Page 131
    ...Eastman Kodak Company Current Report on Form 8-K for the date September 29, 2009, as filed on September 30, 2009, Exhibit 10.1.) Eastman Kodak Company and certain subsidiaries are parties to instruments defining the rights of holders of long-term debt that was not registered under the Securities Act...

  • Page 132
    ... Article 7 (Performance Awards) of the 2005 Omnibus Long-Term Compensation Plan. (Incorporated by reference to the Eastman Kodak Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, Exhibit 10.6.) Administrative Guide for September 16, 2008 Restricted Stock Unit Grant...

  • Page 133
    ... Restricted Stock Granted To _____, Pursuant to the 2000 Omnibus Long-Term Compensation Plan. (Incorporated by reference to the Eastman Kodak Company Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Exhibit 10.) (10.19) Administrative Guide for the 2004-2005 Performance Cycle...

  • Page 134
    ... September 30, 2009.) (10.28) Administrative Guide For September 28, 2009 Restricted Stock Unit (RSU) Grant under the 2005 Omnibus Long-Term Compensation Plan (For Executive Council and Operations Council Members). (Incorporated by reference to the Eastman Kodak Company Quarterly Report on Form 10...

  • Page 135
    ...Year Ended December 31, 2007 2006 (in millions) Loss from continuing operations before provision for income taxes Adjustments: Undistributed (earnings) loss of equity...Capitalized interest Total fixed charges Ratio of earnings to fixed charges (1 2009 2008 2005 $ (117) 119 36 2 40 $ (874) ...

  • Page 136
    ... OF EASTMAN KODAK COMPANY Companies Consolidated Eastman Kodak Company Laser-Pacific Media Corporation FPC, Inc. Qualex Inc. Qualex Canada Photofinishing Inc. Eastman Gelatine Corporation Kodak Imaging Network, Inc. (formerly Ofoto, Inc.) Kodak Graphic Communications Canada Company Kodak Canada...

  • Page 137
    ... Kodak Nordic AB Kodak Japan Ltd. K. K. Kodak Information Systems Kodak Digital Product Center, Japan Ltd. Kodak Electronic Products (Shanghai) Company Limited Kodak (China) Company Limited Kodak (China) Graphic Communications Company Ltd. Kodak (Wuxi) Company Limited Kodak (Xiamen) Company Limited...

  • Page 138
    ... and No. 333-57729) of Eastman Kodak Company of our report dated February 22, 2010 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP...

  • Page 139
    ...to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to...

  • Page 140
    ...to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to...

  • Page 141
    ...-OXLEY ACT OF 2002 In connection with the Annual Report of Eastman Kodak Company (the "Company") on Form 10-K for the period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Antonio M. Perez, Chairman and Chief Executive Officer of...

  • Page 142
    ... SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Eastman Kodak Company (the "Company") on Form 10-K for the period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank S. Sklarsky, Chief Financial Officer of the...

  • Page 143
    NOTICE OF 2010 ANNUAL MEETING AND PROXY STATEMENT NOTICE OF 2010 ANNUAL MEETING AND PROXY STATEMENT Date of Notice April 1, 2010 EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NEW YORK 14650

  • Page 144
    ... Stock 37 Beneficial Security Ownership of Directors, Nominees and Section 16 Executive Officers COMMITTEE REPORTS 39 Report of the Audit Committee 40 Report of the Corporate Responsibility and Governance Committee 41 Report of the Executive Compensation and Development Committee ANNUAL MEETING...

  • Page 145
    ... Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0218, (585) 724-5492, e-mail: [email protected]. The Annual Meeting will be accessible by the handicapped. If you require special assistance, contact Shareholder Services. By Order of the Board of Directors...

  • Page 146
    ... include: • Our 2009 Annual Report on Form 10-K; and • Notice of 2010 Annual Meeting and Proxy Statement. If you received printed versions of the proxy materials by mail, these proxy materials also include the Proxy Card for the Annual Meeting. Q. What am I voting on? A. The Board is soliciting...

  • Page 147
    ....com/ek; or • E-mail at [email protected]. Reference "Proxy Materials Order" on the subject line. In the message, include your full name, address, and the number located in the shaded bar on the Notice, and state that you want to receive a paper copy of current and/or future meeting...

  • Page 148
    ... vote your Kodak shares, the records of the Company must show that you held your shares as of the close of business on March 15, 2010, the record date for the Annual Meeting. Each share of common stock is entitled to one vote. Q. How can I change my vote or revoke my proxy? A. Shareholder of Record...

  • Page 149
    ... the Annual Meeting? A. If the records of the Company show that you held your shares as of the close of business on March 15, 2010, the record date for the Annual Meeting, you can attend the Annual Meeting. Seating, however, is limited. Attendance at the Annual Meeting will be on a first-come, first...

  • Page 150
    ...executive offices. Our By-laws can also be accessed at www.kodak.com/go/governance. 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...

  • Page 151
    ....com/go/governance You may request printed copies of any of these documents by contacting: Shareholder Services Eastman Kodak Company 343 State Street Rochester, NY 14650-0218 (585) 724-5492 E-mail: [email protected] The address of our principal executive office is: Eastman Kodak Company...

  • Page 152
    ..., upon your request, a printed copy of its 2009 Annual Report on Form 10-K. To receive a printed copy of the 2009 Annual Report on Form 10-K, please contact: Shareholder Services Eastman Kodak Company 343 State Street Rochester, NY 14650-0218 (585) 724-5492 E-mail: [email protected] 8

  • Page 153
    ... the Annual Meeting to respond to questions and, if he or she desires, make a statement. As a matter of good corporate governance, the Audit Committee has determined to submit its selection of the independent registered public accounting firm to our shareholders for ratification. In the event that...

  • Page 154
    ... stock price per share; sales or market share; unit manufacturing cost; working capital productivity; days sales in inventory; days sales outstanding; revenue; revenue growth; cash flow and investable cash flow. We are amending the list of criteria to include additional measures that the Company...

  • Page 155
    ... stock. Grants to Non-U.S. Employees To facilitate the granting of awards to participants who are employed outside of the United States, the Plan authorizes the Committee to modify and amend the terms and conditions of an award to accommodate differences in local law, policy or custom. Performance...

  • Page 156
    ... group, segment, business unit or one or more product lines; and 4) how to apply the performance formula. Performance awards granted to "covered employees" are intended to comply with Section 162(m). The performance criteria that the Committee may select for such awards are described above. Stock...

  • Page 157
    ... the Committee has not determined future awards or who might receive them. Information about awards granted in fiscal year 2009 under the Plan to the Company's Named Executive Officers can be found in the table under the heading "Grants of Plan-Based Awards 2009" on page 66 of this Proxy Statement...

  • Page 158
    ..., segment, business unit or one or more product lines. On an annual basis, and drawing from the performance metrics that are listed in the EXCEL Plan, the Compensation Committee decides upon the specific metrics that will be used to measure performance and thereby determine the payment of awards...

  • Page 159
    ... period is $5 million. The term "covered employee" means the Company's Chief Executive Officer and the three most highly paid executive officers other than the Chief Financial Officer. A "covered employee" may not receive an award for a performance period unless the performance goals for the period...

  • Page 160
    ...in Ownership as a Change in Control that results in the Company's common stock ceasing to be actively traded on the New York Stock Exchange. Termination and Amendment of Plan The Compensation Committee may terminate or amend the EXCEL Plan at any time for any reason or no reason. Without shareholder...

  • Page 161
    ... Corporate Governance Guidelines is published on our website at www.kodak.com/go/directors. BUSINESS CONDUCT GUIDE AND DIRECTORS' CODE OF CONDUCT All of our employees, including the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Controller, all other senior financial officers...

  • Page 162
    ... family member of another Section 16 Executive Officer or a director of our Company and the related compensation would be reported in our proxy statement if the Section 16 Executive Officer was a "Named Executive Officer" and our Compensation Committee approved (or recommended that the Board...

  • Page 163
    ... is required to be reported in our proxy statement. • 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...

  • Page 164
    ... finance, operations, mergers and acquisitions, marketing, digital technologies, government relations, risk management, corporate governance and internal controls, each of which are important areas of responsibility for the Board and its Committees. In addition, as set forth in the Board's Director...

  • Page 165
    ..., 2009. Mr. Clammer has experience and managing and advising enterprises like the Company and is familiar with corporate finance, strategic business planning activities, risk management and corporate governance. TIMOTHY M. DONAHUE Director since October 2001 Mr. Donahue, 61, is the retired Executive...

  • Page 166
    ..., strategic planning and executive compensation. In particular, Mr. Hernandez is highly qualified in the fields of accounting, internal controls and economics, all of which contribute to effective service on the Board and its Committees. Mr. Hernandez serves on the boards of other public companies...

  • Page 167
    ..., marketing, operations, strategic planning and risk management. In addition, through his service on public company boards, Mr. Lewis has developed skills in the areas of corporate governance and executive compensation. WILLIAM G. PARRETT Director since November 2007 Mr. Parrett, 64, is the retired...

  • Page 168
    ... printing technologies, marketing and operations, all of which directly relate to the business and growth initiatives of the Company. Mr. Perez's experience in matters of corporate governance, strategic planning and corporate finance have been enhanced by his service on other public company boards...

  • Page 169
    ... in areas such as executive compensation, strategic planning, risk management and operations. Through her service on other public and private company boards, Dr. Tyson has gained additional experience in the fields of corporate governance, mergers and acquisitions, executive compensation and risk...

  • Page 170
    ...activity regarding the Company's Business Conduct Help Line; • Received reports on the Company's enterprise risk management program; and • Reviewed the Company's key accounting policies with the Controller and Assistant Controllers. Corporate Responsibility and Governance Committee - 7 meetings...

  • Page 171
    ... Company's Health, Safety and Environment strategies; • Reviewed and approved the Company's 2010 Charitable Contributions Budget; and • Oversaw the Board's annual performance review. Executive Compensation and Development Committee - 8 meetings in 2009 The Executive Compensation and Development...

  • Page 172
    ... and key financial ratios; • Reviewed significant acquisitions and divestitures, including real estate sales; • Reviewed pension plan investment performance; • Reviewed the funding status and performance of the Company's defined benefit pension plans; • Reviewed the Company's insurance risk...

  • Page 173
    ... Corporate Governance Guidelines, which can be accessed at www.kodak.com/go/directors. Under this policy, all of our directors are strongly encouraged to attend all Board meetings and our annual meeting of shareholders. In 2009, the Board held a total of 16 meetings. Each incumbent director attended...

  • Page 174
    ... so by providing the following information, in writing, to the Governance Committee, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 146500218: 1) the name, address and telephone number of the shareholder making the request; 2) the number of shares of the Company owned, and, if...

  • Page 175
    ..., the Board throughout the year reviews the Company's strategic plan and receives briefings and reports on critical aspects of its implementation. These include business unit performance and strategy reviews, product category reviews and presentations regarding research and development initiatives...

  • Page 176
    ... Committee oversees risk management relating to the Company's capital structure and insurance program. • The Governance Committee oversees risk management relating to the Company's health, safety and environmental risk management program. In 2009, the Compensation Committee reviewed a report...

  • Page 177
    ... and Presiding Director cash retainers earned in 2009. The following table reports the cash portion of the annual retainer that was deferred by a director into his deferred stock account under the Directors' Deferred Compensation Plan and the amount of phantom stock units that were credited to the...

  • Page 178
    ... to calculate the values of the awards are the same as those used for our stock-based compensation disclosure in Note 20 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 22, 2010. The following table includes the...

  • Page 179
    ... accounts will generally be paid in a single cash payment. The plan's benefits are neither funded nor secured. Other Benefits The Company reimburses its directors for travel expenses incurred in connection with attending Board, Committee and shareholder meetings and other Board business events...

  • Page 180
    ... stock (the "Kodak Warrants") to KKR Jet Stream (Cayman) Limited, KKR Jet Stream LLC, 8 North America Investor (Cayman) Limited and OPERF Co-Investment LLC for an aggregate amount of $288,000,000. The Kodak Warrants are exercisable at any time after September 29, 2009 at a per share exercise price...

  • Page 181
    ... in the Kodak Employees' Stock Ownership Plan, and the interests of the above persons in the Kodak Stock Fund of the Eastman Kodak Employees' Savings and Investment Plan, stated in terms of Kodak shares. (a) The amounts listed for each non-employee director do not include stock units representing...

  • Page 182
    ... Company's common stock. As a group, all Section 16 Executive Officers and directors owned 1.6205% of the outstanding shares of the Company's common stock. (d) (e) Share Ownership Program In order to closely align the interests of our executives with those of our shareholders, the Company strongly...

  • Page 183
    ... website at www.kodak.com/go/committees. Management is responsible for the Company's internal control over financial reporting, the Company's disclosure controls and procedures, and preparing the Company's consolidated financial statements. The Company's independent registered public accounting firm...

  • Page 184
    ... Committee is composed of six directors, each of whom meets the definition of independence set forth in the NYSE's corporate governance listing standards. During 2009, the Governance Committee met seven times and routinely reported its activities to the full Board. The Governance Committee acts...

  • Page 185
    ... of establishing annual Board goals and an action plan to meet those goals. A more detailed description of this process appears on pages 30 - 31 of this Proxy Statement. The Governance Committee tracked the Board's performance against its goals and action plan and provided periodic reports to the...

  • Page 186
    ... our highly results-oriented compensation strategy, we did not provide an annual variable pay award for the 2008 performance year, and awards granted under our performance stock program were forfeited. In addition, no Named Executive Officer received an increase in base salary. As we entered 2009...

  • Page 187
    ...; 3) long-term equity incentives; and 4) benefits, which include retirement, termination and change in control arrangements. Our Named Executive Officers are also eligible to participate in a limited set of perquisites and the benefit plans and programs that are generally available to our employees...

  • Page 188
    ... 2010 Long-Term Equity Awards Amendment to Mr. Perez's employment agreement 2009 EXCEL Award Certification and Named Executive Officer Awards 2009 Leadership Stock Certification and Named Executive Officer Awards Committee Meeting December 2008 February 2009 April 2009 September 2009 February 2010...

  • Page 189
    ... plans in past years when setting annual target total direct compensation levels of our Named Executive Officers. The Committee does, however, consider equity awards granted in past years in the evaluation of the retentive value of the Company's long-term equity incentive plans and the timing, mix...

  • Page 190
    ...severance plans and employment agreements, special equity grants to promote retention or changes in long-term equity incentives. Committee Discussion and Analysis of Retention Risks From the 2008 Tally Sheets, the Committee found that the total outstanding equity held by our Named Executive Officers...

  • Page 191
    ...Named Executive Officer. These metrics reflect the key strategic and operational imperatives for the year in support of the Company's business strategy. The Committee selects these metrics in part to ensure that the primary EXCEL performance metrics are not achieved at the expense of the longer-term...

  • Page 192
    ... 90 days of the performance year. The baseline metrics were as follows: Baseline Metric Maintain worldwide market share position for Production and Distributed Scanners Maintain worldwide market share position for Digital Plates Maintain worldwide market share position for Entertainment Imaging Film...

  • Page 193
    ... or business sale resulting in cash proceeds greater than $50M. Determination of Corporate Award Pool and Named Executive Officer Awards for 2009 Committee Decision and Analysis The Company ended 2009 with performance on cash generation before dividends and restructuring that was within the target...

  • Page 194
    ... long-term performance by our executives; and 4) Promote stock ownership. The Committee reviews our long-term equity incentive programs annually to ensure that they are meeting the intended objectives. All equity grants are made in accordance with the Board of Directors Policy on Equity Awards...

  • Page 195
    ... year to grow the Company's digital businesses. 2009 Leadership Stock Program Results For 2009, the Company's total segment earnings from operations was $139 million. Committee Decision and Analysis Based on the Company results, the Committee certified a 170% performance award for Leadership Stock...

  • Page 196
    ... values of the 2010 equity awards for our Named Executive Officers, the Committee relied on target guidelines established for each Named Executive Officer in prior years. The Committee utilized the updated ten day average closing price conversion methodology that it had approved in April of 2009 (as...

  • Page 197
    ...retirement" provision which prohibits Mr. Perez from selling any of the shares acquired under the awards while employed by the Company, which strongly supports our objectives of ensuring long-term focus and aligning the CEO's interest with shareholders. Finally, the Committee determined that the use...

  • Page 198
    ... initial performance unit allocation. The Committee utilized performance shares to reward achievement of short-term operational results and long-term stock price appreciation. Initial Hire Grants and Ad Hoc Awards In addition to annual equity awards, our Named Executive Officers may receive stock...

  • Page 199
    ... of critical performance goals. (2) 2009 Delivered Compensation (without accelerated 2010 annual LTI grant) vs. 2009 Target Total Direct Compensation(1) Long-Term Equity Incentive Plan 2009 Stock % 2009 Option Compensation Certified 2009 Award vs. Target Direct Actual 2009 Actual 2009 Ad Hoc...

  • Page 200
    ...Leadership Stock Units (including dividend equivalents) that she earned under the 2007 performance cycle of the Leadership Stock program according to the terms of the plan. The units vested on December 31, 2009 and were paid in shares of the Company's stock. The Committee approved these awards based...

  • Page 201
    ... in long-term equity incentives for each Named Executive Officer. For the 2009 grant, determined in December 2008, the Committee used the methodology in place since 2007. To determine the number of stock options to be delivered, the average of the closing price of the Company's stock over 60 trading...

  • Page 202
    ... intended equity value because the Company's stock price fell after determination of the 60-day average stock price and prior to the issuance of the equity awards. In April 2009, the Committee revisited the conversion methodology and approved the following new methodology: The annual intended dollar...

  • Page 203
    ... and the execution of the Company's strategic plan to grow our digital portfolio and manage a sustainable business model for our traditional businesses. The Committee believes that it is important to provide our senior management some measure of financial security in the event their employment is...

  • Page 204
    ... to each executive's position and responsibilities. Our severance arrangements with our Named Executive Officers also provide for the treatment of other compensation provided under the Company's annual variable pay plan, equity plans and retirement plans. For additional information regarding the...

  • Page 205
    ... year reported. The assumptions used to calculate the values of the awards are the same as those used for our stock-based compensation disclosure in Note 20 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 22, 2010...

  • Page 206
    ... Dividend Yield (%) 2.02 1.90 1.90 2.02 2.02 7.42 7.42 7.42 7.42 7.42 0.00 0.00 10/14/2009 (4) Amounts represent payments under the EXCEL plan for performance in 2007, 2008 and 2009. See the Grants of Plan-Based Awards in 2009 Table for the potential payouts for each Named Executive Officer...

  • Page 207
    ... of employment with the Company was June 30, 2009. This amount included Ms. Hellyar's Restricted Stock awards granted in 2006 and 2007, the vesting of which was accelerated as approved by the Committee on June 17, 2009. The value was calculated using a stock price of $2.57, Kodak's closing price on...

  • Page 208
    ...month of pension service for each month of employment after December 1, 2010. In addition to these benefits, Mr. Perez is eligible to participate in all retirement and supplemental retirement plans, policies and arrangements that are provided to other senior executives of the Company. The term of Mr...

  • Page 209
    ...other senior executives of the Company. Mr. Faraci's original letter agreement provides him with a supplemental retirement benefit, as described on page 75 of this Proxy Statement. The original letter agreement was amended by a letter agreement dated February 28, 2007 to provide for lump-sum payment...

  • Page 210
    ... the Company's annual variable pay plan (EXCEL), and the 2005 Omnibus Long-Term Compensation Plan, which provides for the grant of stock options, Restricted Stock grants and performance stock units. Estimated Future Payouts Under Estimated Future Payouts Non-Equity Incentive Plan Awards Under Equity...

  • Page 211
    ...of the EXCEL plan, target allocations for our Named Executive Officers and performance under the plan for 2009, see the discussion in the "Compensation Discussion and Analysis" under the heading "Annual Variable Pay." In 2009, the Committee selected Cash Generation before Dividends and Restructuring...

  • Page 212
    ... year-end, based on the Annual Commitment Plan. For the 2009 Leadership Stock performance cycle, the payment of any stock units earned under the program for the 2009 performance cycle is delayed for two years contingent on the executive's continued employment with the Company. During this two-year...

  • Page 213
    .../18/2010 12/9/2011 5/31/2012 12/6/2012 12/11/2013 12/10/2014 12/8/2015 10/13/2016 Number of Shares or Units of Stock Held that Have Not Vested(2) (#) Market Value of Shares or Units of Stock that Have Not Vested(3) ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights...

  • Page 214
    ...29/2010 1/11/2011 11/21/2012 5/31/2012 6/29/2012 12/6/2012 12/11/2013 12/10/2014 12/8/2015 Number of Shares or Units of Stock Held that Have Not Vested(2) (#) Market Value of Shares or Units of Stock that Have Not Vested(3) ($) Equity Incentive Equity Plan Incentive Awards: Plan Awards: Number of...

  • Page 215
    ... RSUs, and the 2009 Leadership Stock award held by our Named Executive Officers. The market value of shares, units or other rights that have not vested was calculated using a stock price of $4.22 (closing price of our common stock on December 31, 2009, the last trading day of the year). There are no...

  • Page 216
    ... Executive Officers exercised stock options in 2009. This column represents the value of vested Restricted Stock and RSUs during 2009 and the award of shares and dividend equivalents earned under the 2007 Leadership Stock cycle. All awards represented in this column were valued using a stock price...

  • Page 217
    ... credited service as of December 31, 2009. (2) Tax-Qualified Retirement Plan (KRIP) The Company funds a tax-qualified defined benefit pension plan (KRIP) for virtually all U.S. employees. Effective January 1, 2000, the Company amended the plan to include a cash balance component. KRIP's cash...

  • Page 218
    ...of this Proxy Statement. As of December 31, 2009, none of our Named Executive Officers had any accrued benefit under KERIP. For Named Executive Officers participating in the cash balance component of KRIP, the annual benefit under KURIP is calculated by crediting an employee's account with an amount...

  • Page 219
    ... retirement benefit under the terms of his letter agreements dated September 19, 2006 and September 26, 2006. Under these agreements, the Company established a phantom cash balance account on behalf of Mr. Sklarsky. The Company agreed to credit the account by $100,000 each year for up to five years...

  • Page 220
    ... and its administrative cost. Prior to 2009, the Committee had made annual decisions to freeze the receipt of new monies in both 2007 and 2008. The plan's benefits are neither funded nor secured. After the period of fixed deferment, any account balance may be paid in a cash lump-sum payment as soon...

  • Page 221
    ...our common stock are added to the executive's notional account in the form of additional phantom units as they are paid at the same rate as dividends are paid on shares of our common stock. For these deferred awards, stock dividends were unrestricted, but are subject to the original payment terms of...

  • Page 222
    ...of accrued benefits as set forth in the Pension Benefits Table on page 73 of this Proxy Statement. Following termination of employment, each of our Named Executive Officers is subject to compliance with the post-termination restrictive covenants set forth in his or her Eastman Kodak Company Employee...

  • Page 223
    ...but unpaid, EXCEL award for the prior performance year; • His additional retirement benefit provided under his individual arrangement as based on eight years of deemed service; and • 60 days to exercise any vested stock options (or through the expiration of the option's original term, if earlier...

  • Page 224
    ...): • Applicable benefits under the Kodak long-term disability plan; • A pro rata annual target award under the EXCEL plan payable in a single installment on the normal payment date when awards are paid to other executives; • Any earned, but unpaid, EXCEL award for the prior performance year...

  • Page 225
    ... reason" as if the Named Executive Officer's last date of employment was December 31, 2009, using the closing price of our common stock as of December 31, 2009, which was $4.22. A.M. Perez Cash Severance(2) Intrinsic Value of Stock Options(3) Restricted Stock/RSUs(4) Leadership Pension(7) Total...

  • Page 226
    ... unique for each Named Executive Officer. Mr. Sklarsky's cash severance equation is one times his target cash compensation. All outstanding stock options that would vest in the event of termination due to disability did not have any intrinsic value as of December 31, 2009 because the exercise prices...

  • Page 227
    ... termination of employment due to death, as if the Named Executive Officer's last date of employment was December 31, 2009, using the closing price of our common stock as of December 31, 2009, which was $4.22. A.M. Perez Cash Severance Intrinsic Value of Stock Restricted Leadership Pension (6) Total...

  • Page 228
    ... with good reason, as if the Named Executive Officer's last date of employment was December 31, 2009, using the closing price of our common stock as of December 31, 2009, which was $4.22. A.M. Perez Cash Severance(3) Intrinsic Value of Stock Restricted Leadership Pension Total (1) (8) F.S. Sklarsky...

  • Page 229
    ... cash balance component of KRIP and KURIP, including the affected Named Executive Officers, are entitled to a benefit equal to 7% of the participant's annual compensation at the time of the termination times the number of additional years of service that the executive is entitled to under the plan...

  • Page 230
    ... Severance Payments Table(1) The table below estimates the incremental amounts payable upon a termination of employment by the Company in connection with a change in control, as if the Named Executive Officer's last date of employment was December 31, 2009 using the closing price of our common stock...

  • Page 231
    ... received by us or written representations furnished to us, we believe that, for the reporting period covering our 2009 fiscal year, the forms were filed timely. By Order of the Board of Directors Patrick M. Sheller Secretary and Chief Compliance Officer Eastman Kodak Company March 31, 2010 87

  • Page 232
    ... by Kodak's shareholders, at the 2010 Annual Meeting of the shareholders, and unless sooner terminated by the Board pursuant to Section 16.6, the Plan shall have a term of 10 years from the original effective date. Awards may not be granted after December 31, 2014; except that the Committee may...

  • Page 233
    ...the Kodak Long-Term Disability Plan. 2.14 Effective Date "Effective Date" means the date an Award is determined to be effective by the Committee upon its grant of such Award. 2.15 Employee "Employee" means any person employed by Kodak or any Subsidiary on a full or part time basis. 2.16 Exchange Act...

  • Page 234
    ... Company "Parent Company" shall have the meaning set forth in Section 2.5. 2.27 Participant "Participant" means either an Employee or Director to whom an Award has been granted by the Committee under the Plan. 2.28 Performance Awards "Performance Awards" means the equity-based and cash-based Awards...

  • Page 235
    ... changes each as defined by generally accepted accounting principles and as identified in the financial statements, notes to the financial statements, management's discussion and analysis or other SEC filings. 2.32 Plan "Plan" means the 2005 Omnibus Long-Term Compensation Plan, as amended and...

  • Page 236
    ... administrative guidelines or sub-plans as an aid to administer the Plan and make changes in such guidelines or sub-plans as it from time to time deems proper; (j) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operation; (k) amend the Plan...

  • Page 237
    ... the Plan, the value of any Award granted in the form of Common Stock shall be the Fair Market Value as of the grant's Effective Date. 5.2 Foreign Jurisdictions (a) Special Terms. In order to facilitate the making of any Award to Participants who are employed by the Company outside the United States...

  • Page 238
    ...means one or more of the following for the Company on a consolidated basis and/or for any subsidiary, division, strategic product group, segment, business unit and/or one or more product lines: return on assets; return on net assets; return on equity; return on shareholder equity; return on invested...

  • Page 239
    ... units sold; number of units installed; revenue per employee; market share; market position; working capital measures; inventory; accounts receivable; accounts payable; cash conversion cycle; cash flow; cash generation; net cash generation; proceeds from asset sales; free cash flow; investable cash...

  • Page 240
    ...,000) shares of Common Stock. Article 9 - Stock Appreciation Rights 9.1 In General Awards may be granted in the form of SARs. SARs entitle the Participant to receive a payment equal to the appreciation in a stated number of shares of Common Stock from the exercise price to the Fair Market Value of...

  • Page 241
    ...in payment of earned Performance Awards or other incentive compensation under another plan maintained by the Company. 10.2 Award Restrictions Restricted Stock Awards or Restricted Stock Unit Awards shall be subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee...

  • Page 242
    ... or capacity as principal, agent, partner, officer, director, stockholder, employee, or otherwise, in any business or activity competitive with the business conducted by Kodak or any Subsidiary; or (B) at any time divulges to any person or any entity other than the Company any trade secrets, methods...

  • Page 243
    ... Awards, Restricted Stock Awards and Restricted Stock Unit Awards, and all other outstanding Awards (including those granted by the Committee pursuant to its authority under Subsection 4.2(o) hereof), other than Performance Awards, a cash payment (or the delivery of shares of stock, other securities...

  • Page 244
    ...paid in a single lump-sum cash payment as soon as practicable, but in no event later than ninety (90) days after the Change in Control. For purposes of making such payment, the value of all Awards that are equity-based shall be determined by the Change in Control Price. Notwithstanding the foregoing...

  • Page 245
    ... of their Non-Qualified Stock Option, either in wage grade 56 or above, or the equivalent thereof, a corporate officer of Kodak, or a Director. (ii) Permissible Transferees. Transfers shall only be permitted to: (i) the Participant's "Immediate Family Members," as that term is defined in Subsection...

  • Page 246
    ... Section 409A. By means of illustration but not limitation, the Committee may restrict the method of exercise of an Award to avoid securities laws or exchange control filings, laws or regulations. 16.4 Regulatory Approvals and Listings Notwithstanding anything contained in this Plan to the contrary...

  • Page 247
    ... of the shareholders of Kodak required under the New York Stock Exchange's shareholder approval rules, or (b) adopt any amendment to the Plan which would cause any Award outstanding under the Plan at the time of the amendment to violate Section 409A. 16.7 Governing Law The Plan shall be governed by...

  • Page 248
    ... and interpreted consistent with such intention. In addition, the Plan, Award Notices and administrative guidelines will be interpreted and administered in accordance with Eastman Kodak Company's Policy Regarding Section 409A Compliance with respect to benefits subject to Section 409A. 104

  • Page 249
    ... and to endeavor to qualify the Awards granted to Covered Employees under the Plan as performance-based compensation as defined in Section 162(m) of the Code. The Plan is intended to apply to Executives of the Company in the United States and throughout the world. The Plan is intended to qualify for...

  • Page 250
    ...to be actively traded on the New York Stock Exchange. 2.10 Code "Code" means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto. 2.11 Committee "Committee" means the Executive Compensation and Development...

  • Page 251
    ...means one or more of the following for the Company on a consolidated basis and/or for any subsidiary, division, strategic product group, segment, business unit and/or one or more product lines: return on assets; return on net assets; return on equity; return on shareholder equity; return on invested...

  • Page 252
    ... Cash Compensation" means the Participant's annual base salary and annual variable pay opportunity at target, excluding any special performance-based or non-performance-based payments during the Performance Period. ARTICLE 3 - Eligibility All Section 16 officers participate in this Plan each year...

  • Page 253
    ...at the discretion of the Committee. To the extent an award is paid in Common Stock, such Stock will be issued under the 2005 Omnibus Long-Term Compensation Plan of Eastman Kodak Company, or any applicable successor plan. ARTICLE 6 - Setting Performance Goals and Performance Formula Within the first...

  • Page 254
    ... Company and Target Award; (2) the performance of the Company or the organizational unit of the Participant based upon attainment of financial and other performance criteria and goals; and (3) business unit, division or department achievements. For Section 16 Officers who are not Covered Employees...

  • Page 255
    ... days. To the extent Target Awards have not yet been established for the Performance Period, the Target Awards for the immediately preceding Performance Period shall be used. The pro-rata Awards shall be paid to the Executive in the form of a lump-sum cash payment. Furthermore, during the two years...

  • Page 256
    ...any specific assets of the Company. All of the Awards granted under the Plan shall be unfunded. 13.8 No Guarantee of Tax Consequences No person connected with the Plan in any capacity, including, but not limited to, Kodak and its Subsidiaries and their directors, officers, agents and employees makes...

  • Page 257
    ...: if a director of the Company is an executive officer or an employee, or whose immediate family member is an executive officer of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, does not...

  • Page 258
    ... of business strategy, business environment, corporate governance and board operations. Experience. In selecting directors, the Board should generally seek active and former CEOs, CFOs, international operating executives, presidents of large and complex divisions of publicly held companies and...

  • Page 259
    ... to the Board. 11) The Secretary of the Company will arrange for orientation sessions for newly elected directors, including briefings by senior managers, to familiarize new Directors with the Company's overall business and operations, strategic plans and goals, financial statements and key policies...

  • Page 260
    ... to be able to form an opinion on the Company's consolidated financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations occurring during, and as...

  • Page 261
    ... or other services related to the accounting records or financial statements of the audit client • Financial information systems design and implementation • Appraisal or valuation services, fairness opinions, or contribution-in-kind reports • Actuarial services • Internal audit outsourcing...

  • Page 262
    ...ANNUAL MEETING DIRECTIONS AND PARKING INFORMATION The Learning Center at Miami Valley Research Park 1900 Founders Drive, Dayton, OH 45420 Directions From the Airport Go Northwest toward Terminal Drive. Turn slight right onto Terminal Drive. Terminal Drive becomes Dayton International Airport Access...

  • Page 263
    About Kodak As the world's foremost imaging innovator, Kodak helps consumers, businesses and creative professionals unleash the power of pictures and printing to enrich their lives. To learn more, visit http://www.kodak.com and follow our blogs and more at http://www.kodak.com/go/followus.

  • Page 264
    Eastman Kodak Company 343 State Street Rochester, NY 14650 www.kodak.com This document was produced using solutions from Kodak's Graphic Communications Group including Kodak Approval XP4 Digital Color Imager, KodakElectraKodakThermalGoldXDThermalPlates,...