Kodak 2012 Annual Report Download - page 82

Table of Contents
the close of business on the business day immediately preceding the maturity date for the notes. Upon conversion, the Company shall deliver or
pay, at its election, solely shares of its common stock or solely cash. Holders of the 2017 Convertible Notes may require the Company to
purchase all or a portion of the convertible notes at a price equal to 100% of the principal amount of the convertible notes to be purchased, plus
accrued and unpaid interest, in cash, upon occurrence of certain fundamental changes involving the Company including, but not limited to, a
change in ownership, consolidation or merger, plan of dissolution, or common stock delisting from a U.S. national securities exchange.
The 2017 Convertible Notes are the Company’s senior unsecured obligations and rank: (i) senior in right of payment to the Company’s existing
and future indebtedness that is expressly subordinated in right of payment to the 2017 Convertible Notes; (ii) equal in right of payment to the
Company’
s existing and future unsecured indebtedness that is not so subordinated; (iii) effectively subordinated in right of payment to any of the
Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally subordinated to all
existing and future indebtedness and obligations incurred by the Company’s subsidiaries including guarantees of the Company’s obligations by
such subsidiaries. U.S. Bank, National Association replaced and succeeded Bank of New York Mellon as Trustee on January 24, 2012.
The Bankruptcy Filing constituted an event of default under the 2017 Convertible Notes. The creditors are, however, stayed from taking any
action as a result of the default under Section 362 of the Bankruptcy Code.
SENIOR NOTES DUE 2013
On October 10, 2003, the Company completed the offering and sale of $500 million aggregate principal amount of Senior Notes due 2013 (the
“2013 Notes”), which was made pursuant to the Company’s shelf registration statement on Form S-3 effective September 19, 2003. Interest on
the 2013 Notes will accrue at the rate of 7.25% per annum and is payable semiannually. The 2013 Notes are not redeemable at the Company’s
option or repayable at the option of any holder prior to maturity. The 2013 Notes are unsecured and unsubordinated obligations, and rank equally
with all of the Company’s other unsecured and unsubordinated indebtedness.
On March 10, 2010, the Company accepted for purchase $200 million aggregate principal amount of the 2013 Notes pursuant to the terms of a
tender offer that commenced on February 3, 2010. The tender offer was funded with proceeds from the issuance of the 2018 Senior Secured
Notes.
On March 15, 2011, the Company repurchased $50 million aggregate principal amount of the 2013 Notes at par using proceeds from the
issuance of the 2019 Senior Secured Notes. As of December 31, 2012, $250 million of the 2013 Notes remain outstanding. U.S. Bank, National
Association replaced and succeeded Bank of New York Mellon as Trustee on January 24, 2012.
The Bankruptcy Filing constituted an event of default under the 2013 Notes. The creditors are, however, stayed from taking any action as a result
of the default under Section 362 of the Bankruptcy Code.
NOTE 12: OTHER LONG-TERM LIABILITIES
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.
NOTE 13: COMMITMENTS AND CONTINGENCIES
78
As of December 31,
(in millions)
2012
2011
Non
-current tax-related liabilities
$
36
$
57
Environmental liabilities
72
96
Asset retirement obligations
70
66
Other
194
243
Total
$
372
$
462