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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November ~~1, 2019,~~2, 2020, the registrant had ~~43,223,181~~77,163,326 shares of common stock, par value $0.01 per share, outstanding.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Revenues
Sales	$	249		$	259		$	713		$	768		$	195		$	249		$	568		$	713
Services		66			70			200			211			57			66			164			200
Total revenues		315			329			913			979			252			315			732			913
Cost of revenues
Sales		216			232			639			700			183			216			533			639
Services		46			47			139			146			38			46			111			139
Total cost of revenues		262			279			778			846			221			262			644			778
Gross profit		53			50			135			133			31			53			88			135
Selling, general and administrative expenses		48			53			161			170			56			48			138			161
Research and development costs		11			12			33			37			8			11			25			33
Restructuring costs and other		3			9			7			13			1			3			9			7
Other operating expense (income), net		10			(10	)		10			(12	)
Loss from continuing operations before interest expense, pension income excluding service cost component, other charges (income), net and income taxes		(19	)		(14	)		(76	)		(75	)
Other operating (income) expense, net														(1	)		10			(11	)		10
Loss from continuing operations before interest expense, pension income excluding service cost component, loss on early extinguishment of debt, other charges, net and income taxes														(33	)		(19	)		(73	)		(76	)
Interest expense		4			2			12			6			3			4			11			12
Pension income excluding service cost component		(26	)		(35	)		(79	)		(99	)		(26	)		(26	)		(79	)		(79	)
Other charges (income), net		6			(4	)		7			13
(Loss) earnings from continuing operations before income taxes		(3	)		23			(16	)		5
Loss on early extinguishment of debt														2			—			2			—
Other charges, net														432			6			387			7
Loss from continuing operations before income taxes														(444	)		(3	)		(394	)		(16	)
Provision for income taxes		7			3			12			7			1			7			167			12
(Loss) earnings from continuing operations		(10	)		20			(28	)		(2	)
Income (loss) from discontinued operations, net of income taxes		5			(1	)		206			—
Loss from continuing operations														(445	)		(10	)		(561	)		(28	)
Income from discontinued operations, net of income taxes														—			5			—			206
Net (loss) income	$	(5	)	$	19		$	178		$	(2	)	$	(445	)	$	(5	)	$	(561	)	$	178

Basic and diluted (loss) income per share attributable to Eastman Kodak Company common shareholders:
Basic and diluted loss per share attributable to Eastman Kodak Company common shareholders:
Continuing operations	$	(0.35	)	$	0.35		$	(1.00	)	$	(0.40	)	$	(6.94	)	$	(0.35	)	$	(11.34	)	$	(1.00	)
Discontinued operations		0.12			(0.02	)		4.79			—			—			0.12			—			4.79
Total	$	(0.23	)	$	0.33		$	3.79		$	(0.40	)	$	(6.94	)	$	(0.23	)	$	(11.34	)	$	3.79

Number of common shares used in basic and diluted net loss per share														64.8			43.0			50.8			43.0
Basic		43.0			42.7			43.0			42.7
Diluted		43.0			43.0			43.0			42.7

The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2019			2018			2019			2018			2020			2019			2020			2019
NET INCOME (LOSS)	$	(5	)	$	19		$	178		$	(2	)
NET (LOSS) INCOME													$	(445	)	$	(5	)	$	(561	)	$	178
Other comprehensive income (loss), net of tax:
Currency translation adjustments		(2	)		(12	)		2			(19	)		(1	)		(2	)		(17	)		2
Pension and other postretirement benefit plan obligation activity, net of tax		(1	)		3			(2	)		3			3			(1	)		15			(2	)
Other comprehensive income (loss), net of tax		(3	)		(9	)		—			(16	)		2			(3	)		(2	)		—
COMPREHENSIVE INCOME (LOSS), NET OF TAX	$	(8	)	$	10		$	178		$	(18	)
COMPREHENSIVE (LOSS) INCOME, NET OF TAX													$	(443	)	$	(8	)	$	(563	)	$	178

The accompanying notes are an integral part of these consolidated financial statements.

	September 30,			December 31,			September 30,			December 31,
(in millions)	2019			2018			2020			2019
ASSETS
Cash and cash equivalents	$	225		$	233		$	193		$	233
Trade receivables, net of allowances of $8 and $9, respectively		195			232
Trade receivables, net of allowances of $11 and $8, respectively								153			208
Inventories, net		242			231			232			215
Restricted cash - current portion								7			12
Other current assets		57			47			35			36
Current assets held for sale		2			167			2			2
Total current assets		721			910			622			706
Property, plant and equipment, net of accumulated depreciation of $419 and $395, respectively		186			216
Property, plant and equipment, net of accumulated depreciation of $424 and $423, respectively								150			181
Goodwill		12			12			12			12
Intangible assets, net		53			58			40			47
Operating lease right-of-use assets		49			—			50			49
Restricted cash		36			11			41			45
Deferred income taxes		147			160			—			147
Other long-term assets		205			143			305			228
TOTAL ASSETS	$	1,409		$	1,510		$	1,220		$	1,415

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT)
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY
Accounts payable, trade	$	140		$	130		$	118		$	153
Short-term borrowings and current portion of long-term debt		2			396			2			2
Current portion of operating leases		26			—			12			12
Other current liabilities		203			209			163			201
Current liabilities held for sale		—			43
Total current liabilities		371			778			295			368
Long-term debt, net of current portion		106			5			17			109
Pension and other postretirement liabilities		352			379			376			378
Operating leases, net of current portion		34			—			49			48
Other long-term liabilities		195			178			206			231
Total liabilities		1,058			1,340			943			1,134

Commitments and Contingencies (Note 10)
Commitments and Contingencies (Note 11)

Redeemable, convertible Series A preferred stock, no par value, $100 per share liquidation preference	180			173			189			182

Equity (Deficit)
Common stock, $0.01 par value		—			—			—			—
Additional paid in capital		608			617			1,156			604
Treasury stock, at cost		(9	)		(9	)		(9	)		(9	)
Accumulated deficit		(17	)		(200	)		(640	)		(79	)
Accumulated other comprehensive loss		(411	)		(411	)		(419	)		(417	)
Total shareholders’ equity (deficit)		171			(3	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT)	$	1,409		$	1,510
Total shareholders’ equity								88			99
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY							$	1,220		$	1,415

The accompanying notes are an integral part of these consolidated financial statements.

	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions)	2019			2018			2020			2019
Cash flows from operating activities:
Net earnings (loss)	$	178		$	(2	)
Net (loss) income							$	(561	)	$	178
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization		43			58			29			43
Pension income		(72	)		(81	)		(65	)		(72	)
Change in fair value of embedded derivatives in the Series A Preferred Stock and Convertible Notes		3			2			382			3
Net gain on sales of assets/businesses		(202	)		(7	)
Loss on early extinguishment of debt								2			—
Net gain on sales of assets								(9	)		(202	)
Asset impairments								3			—
Stock based compensation		6			5			18			6
Non-cash changes in workers' compensation and legal reserves		2			(10	)
Non-cash changes in workers' compensation reserves								9			2
Provision for deferred income taxes		6			6			160			6
Decrease in trade receivables		30			28			53			30
Increase in inventories		(18	)		(42	)		(19	)		(18	)
Increase (decrease) in trade payables		13			(25	)
(Decrease) increase in trade payables								(33	)		13
Decrease in liabilities excluding borrowings and trade payables		(5	)		(20	)		(24	)		(5	)
Other items, net		12			9			7			12
Total adjustments		(182	)		(77	)		513			(182	)
Net cash used in operating activities		(4	)		(79	)		(48	)		(4	)
Cash flows from investing activities:
Additions to properties		(11	)		(24	)		(13	)		(11	)
Net proceeds from sales of businesses/assets		326			8
Net cash provided by (used in) investing activities		315			(16	)
Net proceeds from sales of assets/businesses								2			326
Net proceeds from return on equity investment								2			—
Net cash (used in) provided by investing activities								(9	)		315
Cash flows from financing activities:
Proceeds from stock option exercises								29			—
Repayment of Term Credit Agreement		(395	)		—			—			(395	)
Proceeds from Convertible Notes		98			—			—			98
Proceeds from borrowings		14			—			—			14
Repayment of finance leases		(2	)		(2	)		—			(2	)
Preferred stock dividend payments		—			(8	)		(19	)		—
Payment of contingent consideration related to the sale of a business		(10	)		—			—			(10	)
Net cash used in financing activities		(295	)		(10	)
Net cash provided by (used in) financing activities								10			(295	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(4	)		(8	)		(2	)		(4	)
Net increase (decrease) in cash, cash equivalents and restricted cash		12			(113	)
Net (decrease) increase in cash, cash equivalents, restricted cash and cash in assets held for sale								(49	)		12
Cash, cash equivalents, restricted cash and cash in assets held for sale, beginning of period		267			369			290			267
Cash, cash equivalents, restricted cash and cash in assets held for sale, end of period	$	279		$	256
Cash, cash equivalents and restricted cash, end of period							$	241		$	279

The accompanying notes are an integral part of these consolidated financial statements.

	Nine-Month Period Ending September 30, 2019																			Nine-Month Period Ending September 30, 2020
	Eastman Kodak Company Common Shareholders																			Eastman Kodak Company Common Shareholders
	Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total			Series A Redeemable Convertible Preferred Stock		Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Treasury Stock			Total			Series A Redeemable Convertible Preferred Stock
Equity (deficit) as of December 31, 2018	$	—	$	617		$	(200	)	$	(411	)	$	(9	)	$	(3	)	$	173
Equity (deficit) as of December 31, 2019																				$	—	$	604		$	(79	)	$	(417	)	$	(9	)	$	99		$	182
Net loss		—		—			(18	)		—			—			(18	)		—		—		—			(111	)		—			—			(111	)		—
Other comprehensive loss (net of tax):
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			3			—			3			—		—		—			—			(12	)		—			(12	)		—
Pension and other postretirement liability adjustments		—		—			—			(1	)		—			(1	)		—		—		—			—			3			—			3			—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		3			—			—			—			3			—		—		1			—			—			—			1			—
Prior period adjustment due to adoption of ASU 2016-02		—		—			5			—			—			5			—
Equity (deficit) as of March 31, 2019	$	—	$	615		$	(213	)	$	(409	)	$	(9	)	$	(16	)	$	175
Net earnings		—		—			201			—			—			201			—
Other comprehensive loss (net of tax):
Equity (deficit) as of March 31, 2020																				$	—	$	600		$	(190	)	$	(426	)	$	(9	)	$	(25	)	$	184
Net loss																					—		—			(5	)		—			—			(5	)		—
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			1			—			1			—		—		—			—			(4	)		—			(4	)		—
Pension and other postretirement liability adjustments		—		—			—			—			—			—			—		—		—			—			9			—			9			—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		2			—			—			—			2			—
Equity (deficit) as of June 30, 2019	$	—	$	612		$	(12	)	$	(408	)	$	(9	)	$	183		$	177
Net (loss) earnings		—		—			(5	)		—			—			(5	)		—
Other comprehensive loss (net of tax):
Equity (deficit) as of June 30, 2020																				$	—	$	595		$	(195	)	$	(421	)	$	(9	)	$	(30	)	$	186
Net loss																					—		—			(445	)		—			—			(445	)		—
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			(2	)		—			(2	)		—		—		—			—			(1	)		—			(1	)		—
Pension and other postretirement liability adjustments		—		—			—			(1	)		—			(1	)		—		—		—			—			3			—			3			—
Series A preferred stock cash dividends		—		(2	)		—			—			—			(2	)		—		—		(2	)		—			—			—			(2	)		—
Series A preferred stock deemed dividends		—		(3	)		—			—			—			(3	)		3		—		(3	)		—			—			—			(3	)		3
Conversion of Convertible Notes																					—		520			—			—			—			520			—
Stock options exercised																					—		29			—			—			—			29			—
Stock-based compensation		—		1			—			—			—			1			—		—		17			—			—			—			17			—
Equity (deficit) as of September 30, 2018	$	—	$	608		$	(17	)	$	(411	)	$	(9	)	$	171		$	180
Equity (deficit) as of September 30, 2020																				$	—	$	1,156		$	(640	)	$	(419	)	$	(9	)	$	88		$	189

~~The accompanying notes are an integral part of these consolidated financial statements.~~

	Nine-Month Period Ending September 30, 2018																			Nine-Month Period Ending September 30, 2019
	Eastman Kodak Company Common Shareholders																			Eastman Kodak Company Common Shareholders
	Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total			Series A Redeemable Convertible Preferred Stock		Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Treasury Stock			Total			Series A Redeemable Convertible Preferred Stock
Equity (deficit) as of December 31, 2017	$	—	$	631		$	(174	)	$	(391	)	$	(9	)	$	57		$	164
Equity (deficit) as of December 31, 2018																				$	—	$	617		$	(200	)	$	(411	)	$	(9	)	$	(3	)	$	173
Net loss		—		—			(25	)		—			—			(25	)		—		—		—			(18	)		—			—			(18	)		—
Other comprehensive loss (net of tax):
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			13			—			13			—		—		—			—			3			—			3			—
Pension and other postretirement liability adjustments		—		—			—			—			—			—			—		—		—			—			(1	)		—			(1	)		—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		2			—			—			—			2			—		—		3			—			—			—			3			—
Prior period adjustment due to adoption of ASU 2014-09		—		—			(10	)		—			—			(10	)		—
Equity (deficit) as of March 31, 2018	$	—	$	628		$	(209	)	$	(378	)	$	(9	)	$	32		$	166
Net earnings		—		—			4			—			—			4			—
Other comprehensive loss (net of tax):
Prior period adjustment due to adoption of ASU 2016-02																					—		—			5			—			—			5			—
Equity (deficit) as of March 31, 2019																				$	—	$	615		$	(213	)	$	(409	)	$	(9	)	$	(16	)	$	175
Net income																					—		—			201			—			—			201			—
Other comprehensive income (net of tax):
Currency translation adjustments		—		—			—			(20	)		—			(20	)		—		—		—			—			1			—			1			—
Pension and other postretirement liability adjustments		—		—			—			—			—			—			—		—		—			—			—			—			—			—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		1			—			—			—			1			—		—		2			—			—			—			2			—
Equity (deficit) as of June 30, 2018	$	—	$	624		$	(205	)	$	(398	)	$	(9	)	$	12		$	168
Equity (deficit) as of June 30, 2019																				$	—	$	612		$	(12	)	$	(408	)	$	(9	)	$	183		$	177
Net earnings		—		—			19			—			—			19			—		—		—			(5	)		—			—			(5	)		—
Other comprehensive loss (net of tax):
Currency translation adjustments		—		—			—			(12	)		—			(12	)		—		—		—			—			(2	)		—			(2	)		—
Pension and other postretirement liability adjustments		—		—			—			3			—			3			—		—		—			—			(1	)		—			(1	)		—
Series A preferred stock cash dividends		—		(2	)		—			—			—			(2	)		—		—		(2	)		—			—			—			(2	)		—
Series A preferred stock deemed dividends		—		(3	)		—			—			—			(3	)		3		—		(3	)		—			—			—			(3	)		3
Stock-based compensation		—		2			—			—			—			2			—		—		1			—			—			—			1			—
Purchases of treasury stock		—		—			—			—			—			—			—		—		—			—			—			—			—			—
Equity (deficit) as of September 30, 2018	$	—	$	621		$	(186	)	$	(407	)	$	(9	)	$	19		$	171
Equity (deficit) as of September 30, 2019																				$	—	$	608		$	(17	)	$	(411	)	$	(9	)	$	171		$	180

The accompanying notes are an integral part of these consolidated financial statements.

The consolidated interim financial statements are unaudited, and certain information and footnote disclosures related thereto normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows of Eastman Kodak Company (“EKC” or the “Company”) and all companies directly or indirectly controlled, either through majority ownership or otherwise (collectively, “Kodak”). The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. These consolidated interim statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Form 10-K”).

The consolidated interim financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, Kodak had approximately ~~$225~~$193 million and $233 million, respectively, of cash and cash equivalents. ~~$84~~$108 million and ~~$117~~$72 million ~~was~~were held in the United States (“U.S.”) as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, and ~~$141~~$85 million and ~~$116~~$161 million were held outside the U.S. Cash balances held outside the U.S. are generally required to support local country operations and may have high tax costs or other limitations that delay the ability to repatriate, and therefore may not be readily available for transfer to other jurisdictions. Outstanding inter-company loans to the U.S. as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 were ~~$403~~$436 million and ~~$390~~$408 million, respectively, which includes short-term intercompany loans from Kodak’s international finance center of ~~$105~~$138 million and ~~$92~~$110 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. In China, where approximately ~~$71~~$23 million and ~~$59~~$89 million of cash and cash equivalents was held as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, there are limitations related to net asset balances that may impact the ability to make cash available to other jurisdictions in the world. On May 12, 2020, a Chinese subsidiary of Kodak transferred approximately $70 million to a U.S. subsidiary of Kodak that was used in an inter-company transaction. Kodak had a net decrease in cash, cash equivalents, restricted cash and cash in assets held for sale of $49 million for the nine months ended September 30, 2020, and a net increase in cash, cash equivalents, restricted cash and cash in assets held for sale of $12 million and $23 million for the nine months ended September 30, 2019 and ~~a net decrease of $102 million~~ the year ended December 31, ~~2018.~~2019, respectively. Kodak used cash of $4$48 million and ~~$79~~$4 million in operating activities for the nine months ended September 30, 2020 and 2019, respectively, and ~~2018, respectively. The current year’s~~generated cash ~~used in~~from operating activities ~~includes~~for the ~~receipt~~year ended December 31, 2019 of ~~brand~~$12 million. Cash flow from operations in 2019 benefitted from working capital improvements and ~~functional intellectual property licensing proceeds allocated from~~individual transactions that occurred during the overall consideration received as part of the divestiture of the Packaging segment ($10 million) and the establishment of a strategic relationship with Lucky HuaGuang Graphics Co. Ltd ($13 million). Cash used in operating activities also includes the receipt of a $15 million prepayment for transition services and products and services to be provided by Kodak associated with the Packaging segment divestiture, $8 million of which has not yet been utilized. year.

U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or prior to the conditions or events that create the going concern risk.

Kodak is facing liquidity challenges due to operating losses, ~~and~~low or negative cash flow from ~~operations.~~operations and collateral needs. Kodak has ~~eliminated current debt service requirements by paying down~~$87 million of letters of credit issued under the ~~Senior Secured First Lien Term~~Amended and Restated Credit Agreement (the ~~“Term~~“ABL Credit Agreement”) ~~using proceeds from the sale of Kodak’s Flexographic Packaging business (“FPD”~~which matures on May 26, 2021. The Company’s 5.50% Series A Convertible Preferred Stock (the “Series A Preferred Stock”) ~~and refinancing the remaining balance through the issuance of convertible debt which does not require any debt service until conversion or maturity~~must be redeemed on November ~~1, 2021. However,~~15, 2021 if not converted prior to then. Additionally, Kodak has significant cash requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations. Kodak’s plans to return to sustainable positive cash flow include growing revenues profitably, reducing operating expenses, ~~simplifying~~continuing to simplify the organizational structure, generating cash from selling and leasing underutilized assets and paring investment in new technology by eliminating or delaying product development ~~programs.~~programs as needed. Additionally, the Company looks to implement ways to reduce collateral needs in the U.S.

Kodak’s products are sold and serviced in numerous countries across the globe with more than half of sales generated outside the United States. Current global economic conditions are highly volatile due to the COVID-19 pandemic. The ~~current~~economic uncertainties surrounding the COVID-19 pandemic are adding complexity to Kodak’s plans to return to sustainable positive cash ~~balance outside~~flow. To mitigate the economic impacts of ~~China,~~the pandemic Kodak is employing temporary furloughs and pay reductions and modifying manufacturing volumes as expectations of demand change.

The recent ~~trend~~history of negative operating cash flow, maturity of the ABL Credit Agreement in 2021, redemption date in 2021 for the Series A Preferred Stock, increased challenges in managing cash during the COVID-19 pandemic and general lack of certainty regarding the return to positive cash flow raise substantial doubt about Kodak’s ability to continue as a going concern.

Certain amounts for prior periods have been reclassified to conform to the current period classification due to Kodak’s new organization structure as of January ~~2019 and due to assets held for sale reporting requirements.~~

In addition to the changes in segment reporting under the new organization structure there is a change in the segment measure of profitability. The segment measure of profitability was changed to exclude the costs, net of any rental income received, of underutilized portions of certain properties. Additionally, the allocation of costs from Eastman Business Park (“EBP”) to the Brand, Film and Imaging segment and Advanced Materials and 3D Printing Technology segment as tenants of EBP and to each of the segments as users of shared corporate space at the global headquarters changed.2020. Refer to Note ~~21,~~23, “Segment Information” for additional information.

In ~~February~~November 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The ASU addresses certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act (the “2017 Tax Act”). The ASU provides an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 Tax Act (or portion thereof) is recorded and requires additional disclosures. The ASU is effective for fiscal years beginning after December 15, 2018 (January 1, 2019 for Kodak) and interim periods within those fiscal years. Kodak adopted the new standard on January 1, 2019. The adoption of this ASU did not have an impact on the Consolidated Financial Statements as a result of Kodak’s U.S. valuation allowance.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Topic 842 (as amended by ASU’s 2018-01, 10, 11 and 20 and ASU 2019-01) requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. The new leasing standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018 (January 1, 2019 for Kodak). The original guidance required application on a modified retrospective basis to the earliest period presented. ASU 2018-11, Targeted improvements to ASC 842, includes an option to not restate comparative periods in transition and elect to use the effective date of ASC 842 as the date of initial application of transition. Kodak adopted the new standard on the effective date applying the new transition method allowed under ASU 2018-11. Kodak elected the package of practical expedients which permitted Kodak to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any existing leases, and (3) any initial direct costs for any existing leases as of the effective date. Kodak did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the amended lease guidance increased the assets and liabilities recorded in the Consolidated Statement of Financial Position due to the recognition of right-of-use assets and liabilities. Kodak recognized a cumulative-effect adjustment to increase retained earnings of approximately $5 million due to the derecognition of assets and deferred gain on previous sale-leaseback transactions. As a lessor, recognition of rental revenue remained mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized.

~~The impact of adoption on the Consolidated Statement of Financial Position is presented below:~~

~~In November 2018, the FASB issued ASU~~ 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. This guidance amended Topic 808 and Topic 606 to clarify that transactions in a collaborative arrangement should be accounted for under Topic 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account). The amendments preclude an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The new standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019 (January 1, 2020 for Kodak). ~~Early adoption is permitted.~~ The amendments should be applied retrospectively to the date of initial application of Topic 606. Kodak ~~will adopt~~adopted this ASU on January 1, 2020, and it isdid not ~~anticipated to~~ have any impact on Kodak’s consolidated financial statements.

In September 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements in Topic 820 by adding, changing, or removing certain disclosures about recurring or nonrecurring fair value measurements. The additional and/or modified disclosures relate primarily to Level 3 fair value measurements while removing certain disclosures related to transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU is effective retrospectively, for fiscal years beginning after December 15, 2019 (January 1, 2020 for Kodak) and interim periods within those fiscal years. Entities are permitted to early adopt any removed or modified disclosures but can delay adoption of the new disclosures until their effective date. Kodak retrospectively early adopted the provisions of the ASU that removed or modified disclosures in the fourth quarter of 2018 and prospectively adopted the provisions related to new disclosures January 1, 2020. The standard addresses disclosures only and did not have an impact on Kodak’s consolidated financial statements.

In September 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which amends the disclosure requirements in ASC 715-20 by adding, clarifying, or removing certain disclosures. ASU 2018-14 requires all entities to disclose (1) the weighted average interest crediting rates for cash balance plans and other plans with promised interest crediting rates, and (2) an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The ASU also clarifies certain disclosure requirements for entities with two or more defined benefit pension plans when aggregate disclosures are presented. The ASU removes other disclosures from the existing guidance, such as the requirement to disclose the effects of a one-percentage-point change in the assumed health care cost trend rates. The ASU is effective retrospectively for fiscal years ending after December 15, 2020 (the year ended December 31, 2020 for Kodak). ~~Early adoption is permitted. The standard addresses disclosures only and will not have an impact~~Kodak adopted this ASU on ~~Kodak’s consolidated financial statements.~~

In September 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements in ASC 820 by adding, changing, or removing certain disclosures. The ASU applies to disclosures about recurring or nonrecurring fair value measurements. The additional and/or modified disclosures relate primarily to Level 3 fair value measurements while removing certain disclosures related to transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU is effective retrospectively, for fiscal years beginning after December 15, 2019 (January 1, 2020 for Kodak) and interim periods within those fiscal years. Entities are permitted to early adopt any removed or modified disclosures but can delay adoption of the new disclosures until their effective date. Kodak retrospectively early adopted the provisions of the ASU that removed or modified disclosures in the fourth quarter of 2018 and expects to prospectively adopt the provisions related to new disclosures January 1, 2020. The standard addresses disclosures only and ~~will~~did not have an impact on Kodak’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which addresses how a customer should account for the costs of implementing a cloud computing service arrangement (also referred to as a “hosting arrangement”). Under ASU 2018-15, entities should account for costs associated with implementing a cloud computing arrangement that is considered a service contract in the same way as implementation costs associated with a software license; implementation costs incurred in the application development stage, such as costs for the cloud computing arrangement’s integration with on-premise software, coding, and configuration or customization, should be capitalized and amortized over the term of the cloud computing arrangement, including periods covered by certain renewal options. The ASU is effective in fiscal years beginning after December 15, 2019 (January 1, 2020 for Kodak) including interim periods within those fiscal years. ~~Early adoption is permitted.~~The ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Kodak ~~will adopt~~adopted this ASU prospectively on January 1, 2020, and it isdid not ~~anticipated to~~ have ~~a material~~any impact on Kodak’s ~~consolidate~~consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments. More convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted EPS calculation in certain circumstances. The ASU is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, (January 1, 2024 for Kodak).

Early adoption is permitted for all entities for fiscal years beginning after December 15, 2020. The ASU allows entities to use either a modified retrospective or full retrospective transition method. Kodak is currently evaluating the impact of this ASU.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional relief through specific exceptions and practical expedients for transitioning away from reference rates that are expected to be discontinued. The relief generally applies to eligible modifications of contractual terms that change (or have the potential to change) the amount or timing of contractual cash flows related to replacement of a reference rate. The relief allows such modifications to be accounted for as continuations of existing contracts without additional analysis. The optional relief is available from March 2020 through December 31, 2022. Kodak is currently evaluating the impact of this ASU.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions related to intra-period tax allocations and deferred tax accounting on outside basis differences in foreign subsidiaries and equity method investments. Additionally, it provides other simplifying measures for the accounting for income taxes. The new standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for Kodak) with early adoption permitted. Kodak is currently evaluating the impact of this ASU.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 (as amended by ~~ASU~~ASUs 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02 and ~~ASU’s 2019-04 and 05)~~2020-03) requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. In addition, the ASU requires credit losses relating to available-for-sale debt securities to be recorded through an allowance for credit losses. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. ~~In October, the FASB directed its staff to draft an~~The ASU ~~to defer the~~ is effective ~~date of the standard~~ for smaller reporting companies ~~until~~for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, (January 1, 2023 for Kodak) ~~(effective date for all SEC filers, including smaller reporting companies, was originally December 15, 2019)~~. Early adoption is permitted. Kodak is currently evaluating the impact of this ASU.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statement of Financial Position that sums to the total of such amounts shown in the Statement of Cash Flows:

	September 30,		December 31,		September 30,		December 31,
(in millions)	2019		2018		2020		2019
Cash and cash equivalents	$	225	$	233	$	193	$	233
Restricted cash included in Other current assets		18		8
Long-term restricted cash		36		11
Cash included in assets held for sale		—		15
Restricted cash - current portion						7		12
Restricted cash						41		45
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows	$	279	$	267	$	241	$	290

Restricted cash ~~included in Other~~- current ~~assets~~portion on the Consolidated Statement of Financial Position primarily ~~includes~~represents amounts that support hedging activities. In addition, as of December 31, 2019, it also contained collateral for a guaranty provided to MIR Bidco, SA (the “Purchaser”) and collateral in support of hedging activities. On April 16, 2019 the Purchaser of FPD paid Kodak $15 million in the U.S. as a prepayment for transition services and products and services to be provided by Kodak to the Purchaser. Kodak provided a $15 million guaranty, supported by cash collateral in China, to the Purchaser. The Purchaser has the option to satisfy its payment obligations to Kodak through a reduction of the prepayment balance or in cash. When the Purchaser satisfies its payment obligations to Kodak by utilizing its prepayment balance, Kodak can follow a guaranty amendment process to reduce the amount of its guaranty and cash collateral supporting the prepayment balance.who purchased Kodak’s Flexographic Packaging business (“FPD”). As of September 30, 2020 and December 31, 2019, ~~the remaining prepayment balance is $8 million and~~ the cash collateral supporting Kodak’s guaranty ~~is $10 million.~~was $0 million and $4 million, respectively.

~~Long-term restricted~~Restricted cash includes ~~$14~~$21 million and $3$22 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, supporting compliance with the Excess Availability threshold under the ABL Credit Agreement, as defined intherein (Refer to Note 7,8, “Debt and Finance Leases” for information on the Restricted cash supporting the Excess Availability threshold). In addition, ~~Kodak established~~Restricted cash as of both September 30, 2020 and December 31, 2019 includes an escrow of $14 million in China to secure various ongoing obligations under the agreements for the strategic relationship with Lucky HuaGuang Graphics Co. Ltd. ~~Refer to Note 23 “Assets Held For Sale”. Long-term restricted~~Restricted cash also ~~includes $4~~included $3 million and $5 million of security posted related to Brazilian legal contingencies as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

	September 30,		December 31,		September 30,		December 31,
(in millions)	2019		2018		2020		2019
Finished goods	$	124	$	119	$	115	$	105
Work in process		58		54		57		54
Raw materials		60		58		60		56
Total	$	242	$	231	$	232	$	215

The Other component above consists of other miscellaneous long-term assets that, individually, were less than 5% of the total assets component within the Consolidated Statement of Financial Position as of the end of the preceding year, and therefore have been aggregated in accordance with Regulation S-X.

The following table presents the carrying value of goodwill by reportable segment.

As a result of the change in segments that became effective as of January 1, 2020, Kodak’s goodwill reporting units changed. Refer to Note 22, “Segment Information” for additional information on the change to Kodak’s organizational structure. The Digital Printing segment has three goodwill reporting units: Electrophotographic Printing Solutions; Prosper and Versamark; and Software. The Advanced Materials and Chemicals segment has three goodwill reporting units: Motion Picture and Industrial Films and Chemicals; Advanced Materials and Functional Printing; and Kodak Services for Business. The Traditional Printing segment and Brand segment each have one goodwill reporting unit.

As of December 31, 2019, the goodwill balance of $12 million under the prior year segment reporting structure was comprised of $6 million for the Brand, Film and Imaging segment and $6 million for the Kodak Software segment, which had only one reporting unit (Software). The goodwill in the Brand, Film and Imaging segment was reported in the Consumer Products reporting unit.

The goodwill previously reported in the Consumer Products goodwill reporting unit was transferred to the Brand goodwill reporting unit using a relative fair value allocation to affected reporting units. Goodwill previously reported in the Software reporting unit was transferred to the Digital Printing segment where it continues to remain its own reporting unit.

Kodak performed interim tests of impairment for goodwill as of June 30, 2020 due to the uncertainty regarding the negative impact of the COVID-19 pandemic on its operations, and as of March 31, 2020, due to the decline in market capitalization as of that date since the last goodwill impairment test (December 31, 2019) and the uncertainty regarding the negative impact of the COVID-19 pandemic at that time. Based on the results of the June 30, 2020 and March 31, 2020 analyses, no impairment of goodwill was indicated. As of June 30, 2020, the Brand reporting unit had negative carrying value. No interim impairment test for goodwill was deemed necessary as of September 30, 2020.

The gross carrying amount and accumulated amortization by major intangible asset category as of September 30, 2020 and December 31, 2019 were as follows:

In the first quarter of 2020, due to the uncertainty regarding the negative impact of the COVID-19 pandemic at that time, Kodak performed an interim test of impairment for the Kodak trade name. Based on the result of the interim impairment test, Kodak concluded the carrying value of the Kodak trade name exceeded its fair value. Pre-tax impairment charges of $3 million are included in Other operating income, net in the nine months ended September 30, 2020 in the Consolidated Statement of Operations.

Kodak also performed an interim test of impairment for the Kodak trade name as of June 30, 2020 due to the uncertainty regarding the negative impact of the COVID-19 pandemic. The interim impairment tests of the Kodak trade name used the income approach, specifically the relief from royalty method. Based on the result of the interim impairment tests as of June 30, 2020, Kodak concluded the fair value of the Kodak trade name exceeded its’ carrying value resulting in no additional impairment. No interim impairment test for the Kodak tradename was deemed necessary as of September 30, 2020.

Amortization expense related to intangible assets was $1 million for the three months ended September 30, 2020 and 2019 and $4 million for the nine months ended September 30, 2020 and 2019.

Estimated future amortization expense related to intangible assets that are currently being amortized as of September 30, 2020 is as follows:

	September 30,		December 31,		September 30,		December 31,
(in millions)	2019		2018		2020		2019
Deferred revenue					$	44	$	43
Employee related liabilities	$	44	$	41		42		38
Deferred revenue		32		34
Customer rebates(1)		21		26		18		23
Deferred consideration on disposed businesses		14		24
Transition services agreement prepayment		8		—
Series A Preferred Stock dividends payable		14		6		3		14
Workers compensation		9		9		10		10
Restructuring liabilities		7		8		6		12
Deferred consideration on disposed businesses ⁽²⁾						—		14
Transition services agreement prepayment						—		3
Other(3)		54		61		40		44
Total	$	203	$	209	$	163	$	201

~~The customer rebate amounts will potentially be settled through customer deductions applied to outstanding trade receivables in lieu of cash payments.~~

	September 30,		December 31,		September 30,		December 31,
(in millions)	2019		2018		2020		2019
Workers compensation	$	84	$	83	$	89	$	84
Asset retirement obligations		46		48		41		48
Deferred brand licensing revenue		18		6		16		18
Convertible debt embedded derivative liability		18		—
Deferred taxes		12		14		30		13
Environmental liabilities		10		10		9		10
Other ⁽¹⁾		7		17
Convertible Notes embedded conversion option derivative liability						—		52
Preferred stock embedded conversion option derivative liability						9		—
Other						12		6
Total	$	195	$	178	$	206	$	231

~~Pronouncements subsection~~The Other component above consists of ~~Note 1, “Basis~~other miscellaneous long-term liabilities that, individually, were less than 5% of ~~Presentation~~the total liabilities component within the Consolidated Statement of Financial Position as of the end of the preceding year, and ~~Recent Accounting Pronouncements”.~~therefore have been aggregated in accordance with Regulation S-X.

~~Debt and finance leases and related maturities and interest rates were as follows at September 30, 2019 and December 31, 2018:~~

(in millions)	Type	Maturity	Weighted-Average Effective Interest Rate	September 30, 2019		December 31, 2018		Type	Maturity	Weighted-Average Effective Interest Rate	September 30, 2020		December 31, 2019
Current portion:
	Term note	2019		$	—	$	394
	RED-Rochester, LLC	2033	11.46%		1		—	RED-Rochester, LLC	2033	11.46%	$	1	$	1
	Finance leases	Various	Various		1		2	Finance leases	Various	Various		1		1
					2		396					2		2
Non-current portion:
	Convertible debt	2021	11.72%		88		—	Convertible debt	2021	11.72%		—		91
	RED-Rochester, LLC	2033	11.46%		13		—	RED-Rochester, LLC	2033	11.46%		12		13
	Finance leases	Various	Various		3		3	Finance leases	Various	Various		3		4
	Other debt	Various	Various		2		2	Other debt	Various	Various		2		1
					106		5					17		109
				$	108	$	401				$	19	$	111

~~Annual maturities of debt and finance leases outstanding as of September 30, 2019 were as follows (in millions):~~

On April 12, 2019, the Company repaid approximately $312 million of the loans made under the Term Credit Agreement using proceeds from the sale of FPD and on May 24, 2019 repaid the remaining outstanding balance of approximately $83 million with the proceeds from the issuance of Convertible Notes described below.

On May 20, 2019, the Company and Longleaf Partners Small Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern Asset Management, Inc. (the “Notes Purchasers”), entered into a Notes Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the Notes Purchasers, and the Notes Purchasers agreed to purchase from the Company, $100 million aggregate principal amount of the Company’s 5.00% Secured Convertible Notes due 2021 (the ~~“Convertible Notes”~~“Notes”). The transaction closed on May 24, 2019. The proceeds were used to repay the remaining first lien term loans outstanding ($83 million) under the Senior Secured First Lien Term Credit Agreement (the “Term Credit Agreement”), which was terminated with the repayment. The remaining proceeds were used for general corporate purposes. The Notes Purchasers also hold all outstanding shares of the ~~Company’s 5.50%~~ Series A ~~Convertible~~ Preferred Stock, ~~(the “Series A Preferred Stock”),~~ which vote with the shares of common stock on an as-converted basis, and ~~are holders~~one of the Note Purchasers is a holder of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)~~, as described below.~~

. The ~~Convertible~~ Notes ~~bear~~bore interest at a rate of 5.00% per annum, which ~~will be~~was payable in cash on their maturity date and, at the option of the Company, in either cash or additional shares of Common Stock on any conversion date. The payment of interest only at the maturity date has the same effect as delivering additional debt instruments to the Holders of the Convertible Notes and therefore is considered Paid-In-Kind interest (“PIK”). Therefore, PIK will be added to the carrying value of the debt through the term and interest expense will be recorded using the effective interest method.

~~The~~ maturity date of the ~~Convertible~~ Notes ~~is initially~~was November 1, 2021. ~~The~~

On July 29, 2020, the Company ~~has the option to extend the maturity~~received conversion notices from holders of the ~~Convertible~~ Notes ~~by up~~exercising their rights to ~~three years in~~convert an aggregate of $95 million of principal amount of the ~~event that~~Notes (the “Initial Converted Notes”) into shares of the ~~Series A Preferred Stock is refinanced with debt or equity or~~Company’s common stock, par value $.01 per share (“Common Stock”). Under the ~~mandatory redemption~~terms of the Notes, the conversion date of the ~~Series A Preferred~~Initial Converted Notes is July 29, 2020 (the “Initial Conversion Date”) and the Company was obligated to deliver an aggregate of 29,922,956 shares of Common Stock ~~is extended. If~~(the “Initial Conversion Shares”) to the ~~Convertible Notes maturity date is extended, the new maturity date must be no later than 30 days before the maturity date of any new debt or the extended mandatory redemption date~~holders of the ~~Series A Preferred Stock.~~Initial Converted Notes within five trading days after the Initial Conversion Date. The Company issued the Initial Conversion Shares on August 3, 2020 and paid the $5.6 million of accumulated interest on the Initial Converted Notes in cash. As a result, the Company’s obligations under the Initial Converted Notes were fully discharged and the remaining outstanding principal amount of the Notes was $5 million.

~~The Convertible Notes are guaranteed by all~~On September 30, 2020, the Company announced its election to mandatorily convert the remaining $5 million outstanding principal amount of the ~~subsidiaries of the Company that currently guarantee the ABL Credit Agreement~~Notes (the ~~“Subsidiary Guarantors”~~“Mandatory Converted Notes”), and are secured by a second priority lien on certain receivables, inventory and other assets of the Company and the Subsidiary Guarantors in which the lenders under the ABL Credit Agreement have a first priority security interest.

~~Holders of the Convertible Notes have the right to elect at any time to convert their Convertible Notes~~ into shares of Common ~~Stock at a~~Stock. The conversion ~~rate equal to 314.9785~~of the Mandatory Converted Notes was effective on September 30, 2020 (the “Mandatory Conversion Date”). The Company issued 1,574,892 shares of Common Stock ~~per each $1,000 principal amount of Convertible Notes (based on a conversion price equal to $3.17482 per share of Common Stock (the “Conversion Price”), which represents a 10% premium~~ to the ~~volume weighted average price~~holder of the ~~shares of Common Stock for the five day trading period ended~~Mandatory Converted Notes on ~~April 9, 2019~~September 30, 2020 (the ~~“Conversion Rate”)~~“Mandatory Conversion Shares”). The ~~Conversion Rate and Conversion Price are subject to certain customary antidilution adjustments.~~

IfCompany paid the closing price of the Common Stock equals or exceeds 150% of the then-effective Conversion Price for 45 trading days within any period of 60 consecutive trading days, with the last trading day of such 60 day period endingaccrued interest on the ~~trading day immediately preceding~~Mandatory Converted Notes in the ~~business day~~form of cash and interest ceased to accrue on ~~which~~ the ~~Company issues a press release announcing~~Mandatory Converted Notes on the ~~mandatory conversion, the Company may elect to convert all outstanding Convertible Notes into shares of Common Stock at the~~Mandatory Conversion ~~Rate then in effect.~~

In the event of certain fundamental transactions, the Notes Purchasers will have the right, within a period of 30 days following the occurrence of such transaction (“Holder Fundamental Transaction Election Period”), to elect to either convert all or a portion of the Convertible Notes into shares of Common Stock at the Conversion Rate then in effect, or to receive the shares of a successor entity, if any, or the Company, and any additional consideration receivable asDate. As a result of ~~such fundamental transaction. In addition,~~the conversion of all the Notes, the lien granted by the Company ~~will have~~on certain of its assets to secure the ~~option, for a period of 30 days after the expiration of the Holder Fundamental Transaction Election Period, to repay all of the remaining outstanding Convertible~~ Notes ~~at par, plus accrued and unpaid interest.~~was released.

The Convertible Notes are considered more akin to a debt-type instrument and the economic characteristics and risks of the embedded conversion features and term extension at the Company’s option were not considered clearly and closely related to the Convertible Notes. Accordingly, these embedded features were bifurcated from the Convertible Notes and separately accounted for on a combined basis at fair value as a single derivative liability. Kodak allocated $14 million of the net proceeds received to a derivative liability based on the aggregate fair value of the embedded features and term extension on the date of issuance which reduced the net carrying value of the ~~Convertible~~ Notes (refer to Note ~~24,~~25, “Financial Instruments”).

The carrying value of the ~~Convertible~~ Notes at the time of issuance, $84 million ($100 million aggregate gross proceeds less $14 million allocated to the derivative liability and $2 million in transaction costs), iswas being accreted to the face amount using the effective interest method from the date of issuance through the maturity date.

At the closing of the issuance and sale of the Convertible Notes, the Company entered into a registration rights agreement which provides the Notes Purchasers with customary registration rights in respect of the shares of the Common Stock issuable upon conversion of the Convertible Notes.

Prior to the issuance of the Convertible Notes, the Notes Purchasers beneficially owned 4,960,000 shares of the Company’s Common Stock, representing 11.51% of the shares of Common Stock outstanding as of September 30, 2019, and 2,000,000 shares of Series A Preferred Stock, which vote with the Common Stock on an as-converted basis representing 26.68% of the shares of Common Stock outstanding as of September 30, 2019. The Common Stock and Series A Preferred Stock held by the Notes Purchasers represented 30.15% of the voting power of the outstanding capital stock of the Company as of September 30, 2019 giving effect to the conversion of the Series A Preferred Stock. On an as-converted basis, the Convertible Notes would represent 31,497,850 shares of Common Stock, or 42.24% of the shares of Common Stock outstanding as of September 30, 2019 after giving effect to the issuance and conversion. Assuming the issuance of the Convertible Notes and based on the number of shares of Common Stock outstanding as of September 30, 2019, the Notes Purchasers would beneficially own 48.89% of the shares of Common Stock outstanding and their shares of Series A Preferred Stock will vote with the shares of Common Stock on an as-converted basis, representing an aggregate of 55.71% of the voting power of the outstanding capital stock of the Company.

The fair value of the Conversion Shares is reported in Additional paid in capital in the Consolidated Statement of Financial Position.

On ~~May 26, 2016,~~January 27, 2020 Kodak exercised its right under the ABL Credit Agreement to permanently reduce lender commitments, reducing the commitments from $150 million to $120 million. As a result, the minimum Excess Availability decreased to $15 million from the previous minimum of $18.75 million.

On March 27, 2020, the Company and the ~~Subsidiary Guarantors~~subsidiaries of the Company that are guarantors (the “Subsidiary Guarantors”) entered into ~~an Amended and Restated~~Amendment No. 3 to the ABL Credit Agreement (the ~~“ABL Credit Agreement”~~“Amendment”) with the lenders party thereto (the “Lenders”), Bank of America, N.A., as administrative and collateral agent, and Bank of America, N.A. and ~~JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, which amended and restated~~each of the ~~Original~~parties to the ABL Credit ~~Agreement.~~Agreement as lenders. Each of the capitalized but undefined terms used in the context of describing the ABL Credit Agreement and the Amendment has the meaning ascribed to such term in the ABL Credit ~~Agreement.~~Agreement and the Amendment.

The ~~Lenders will make~~Amendment decreased the available asset-based revolving loans (the “ABL Loans”) and letters of credit infrom an aggregate amount of up to ~~$150~~$120 million to $110 million, subject to the Borrowing Base. As a result of the additional reduction in lender commitments, the minimum Excess Availability decreased to $13.75 million from the previous amount of $15 million.

The Amendment also changed Equipment Availability from (i) the lesser of 75% of Net Orderly Liquidation Value of Eligible Equipment or $6 million to (ii) the lesser of 70% of Net Orderly Liquidation Value of Eligible Equipment or $14.75 million as of March 31, 2020. The $14.75 million amount decreases by $1 million per quarter starting on July 1, 2020 until maturity or the amount is decreased to $0, whichever comes first. Equipment Availability was $13.75 million as of September 30, 2020.

The changes effected by the Amendment to the Excess Availability and Equipment Availability combined with increases in Available Accounts Receivable and Inventory allowed the Company to decrease Eligible Cash, at the time of the amendment, by $13 million without causing Excess Availability to fall below 12.5 % of lender commitments.

The Company ~~has~~had issued approximately ~~$80~~$87 million and ~~$85~~$80 million of letters of credit under the ABL Credit Agreement as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~The ABL Loans bear interest at~~ Under the ~~rate of LIBOR plus 2.25% - 2.75% per annum or Base Rate plus 1.25% - 1.75% per annum based on Excess Availability.~~

~~Each existing direct or indirect U.S. subsidiary~~the Company is required to maintain Excess Availability above 12.5% of lender commitments ($13.75 million at September 30, 2020). If Excess Availability is below 12.5% of lender commitments the Company has the ability to fund amounts into the Eligible Cash account which will increase Excess Availability for purposes of the Company (other than Immaterial Subsidiaries, Unrestricted Subsidiaries and certain other subsidiaries) has provided an unconditional guarantee (and any such future subsidiaries must provide an unconditional guarantee) of the obligations of the Company under the ABL Credit Agreement.

previous month-end compliance reporting. The Company had approximately $20 million and ~~$19~~$22 million of Excess Availability under the ABL Credit Agreement as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. To maintain Excess Availability ~~is equal to the sum~~ of (i) 85% of the amount of the Eligible Receivables less a Dilution Reserve, (ii) the lesser of 85% of Net Orderly Liquidation Value or 75% of the Eligible Inventory, (iii) the lesser of 75% of Orderly Liquidation Value of Eligible Equipment or $8 million, as of September 30, 2019 (which $8 million decreases by $1 million per quarter) and (iv) Eligible Cash less (a) Rent and Charges Reserves, (b) Principal Outstanding and (c) Outstanding Letters of Credit. ~~Availability is subject to the borrowing base calculation, reserves and other limitations.~~

Under the ABL Credit Agreement, Kodak is required to maintain a minimum Fixed Charge Coverage Ratio of 1.00 to 1.00 when Excess Availability is less than 12.5% of lender commitments. As of September 30, 2019 and December 31, 2018, 12.5% of lender commitments were $18.75 million.

If Excess Availability falls below 12.5% of lender commitments, Kodak may, in addition to the requirement to be in compliance with the minimum Fixed Charge Coverage Ratio, become subject to cash dominion control. Since Excess Availability was greater than 12.5% of lender commitments at($13.75 million and $18.75 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively), Kodak ~~is not required to have a minimum Fixed Charges Coverage Ratio of 1.0 to 1.0.~~

~~As of September 30, 2019, and December 31, 2018, Kodak had~~ funded ~~$14~~$21 million and $3$22 million ~~respectively,~~ to the Eligible Cash account held with the ABL Credit Agreement Administrative Agent as of September 30, 2020 and December 31, 2019, respectively, which is classified as Restricted Cash in the Consolidated Statement of Financial Position.

~~Under~~In addition to the ~~terms of~~changes discussed above, the Amendment increased the interest rate charged on the ABL ~~Credit Agreement,~~Loans. The interest rate on the ~~Company may designate Restricted Subsidiaries as Unrestricted Subsidiaries provided~~ABL Loans (which is based on Excess Availability) increased to LIBOR plus 3.50% - 4.00% per annum from LIBOR plus 2.25% - 2.75% per annum or the ~~aggregate sales of all Unrestricted Subsidiaries are less than 7.5% of~~Base Rate plus 2.50% - 3.00% per annum from the consolidated sales of Kodak and the aggregate assets of all Unrestricted Subsidiaries are less than 7.5% of Kodak’s consolidated assets. Further, on a pro forma basis at the time of designation and immediately after giving effect thereto, Excess Availability must be at least $30 million and the pro forma Fixed Charge Coverage Ratio must be no less than 1.0 to 1.0. Upon designation of Unrestricted Subsidiaries, the Company is required to provide to the Lenders reconciling statements to eliminate all financial information pertaining to Unrestricted Subsidiaries which is included in its annual and quarterly financial statements.

In March 2018, the Company designated five subsidiaries as Unrestricted Subsidiaries: Kodak PE Tech, LLC, Kodak LB Tech, LLC, Kodak Realty, Inc., Kodakit Singapore Pte. Limited and KP Services (Jersey) Ltd. This action allowed the Company to better position assets which may be monetized in the future and address costs related to underutilized properties. Collectively, these subsidiaries had sales of approximately $2 million and $9 million for the quarter and nine months ended September 30, 2019, respectively, which represents 1% of Kodak’s consolidated sales in both periods. These subsidiaries had sales of approximately $3 million and $8 million for the quarter and nine months ended September 30, 2018, respectively, which represents 1% of Kodak’s consolidated sales for both periods. These subsidiaries had assets of $20 million and $21 million as of September 30, 2019 and December 31, 2018, respectively, which represents 1% of Kodak’s consolidated assets as of both periods.Base Rate plus 1.25% - 1.75% per annum.

Reporting requirements under the ABL Credit Agreement require the Company to provide annual audited financial statements accompanied by an opinion of an independent public accountant without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit or other material qualification or exception, except for any such qualification or exception with respect to any indebtedness maturing within 364 days after the date of such financial statements, and that the opinion be reasonably acceptable to the agent. On March 31, 2019 the Company obtained a waiver from the agent and lenders under the ABL Credit Agreement with respect to any event of default under the reporting covenant that may be deemed to have occurred in relation to the going concern explanatory paragraph in the 2018 Form 10-K audit report.

~~The~~ ~~Convertible~~ Notes and ABL Credit Agreement limit, among other things, the Company’s and the Subsidiary Guarantors’ ability to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) make restricted payments (including dividend payments, et al.) and (v) make investments (ABL Credit Agreement only). In addition to other customary affirmative covenants, the ~~Convertible~~ ~~Notes and ABL Credit Agreement provide for a periodic delivery by the Company of its various financial statements as set forth in the~~ ~~Convertible~~ ~~Notes and ABL Credit Agreement. Events of default under the~~ ~~Convertible~~ Notes and/or ABL Credit Agreement include, among others, failure to pay any principal, interest or other amount due under the applicable agreement, failure to deliver conversion shares (Convertible Notes only), breach of specific covenants and a change of control of the Company (ABL Credit Agreement only). Upon an event of default, the applicable lenders may declare the outstanding obligations under the applicable agreement to be immediately due and payable and exercise other rights and remedies provided for in such agreement.

In January 2019 Kodak entered into a series of agreements with RED-Rochester, LLC (“RED”), which provides utilities to the Eastman Business Park. Kodak received a payment of $14 million from RED. Kodak is required to pay a minimum annual payment to RED of approximately $2 million regardless of utility usage. Kodak is accounting for the $14 million payment from RED as debt. The minimum payments required under the agreement from Kodak to RED will be reported as a reduction of the debt and interest expense using the effective interest method. The debt payments to RED continue until August 2033.

On November 15, 2016, the Company issued 2,000,000 shares of ~~5.50%~~ Series A ~~Convertible~~ Preferred Stock ~~no par value per share (the “Series A Preferred Stock”),~~ for an aggregate purchase price of $200 million, or $100 per share, pursuant to a Series A Preferred Stock Purchase Agreement with Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern (such investment funds, collectively, the “Purchasers”), dated November 7, 2016. The Company has classified the Series A Preferred Stock as temporary equity in the Consolidated Statement of Financial Position.

Kodak allocated $43 million of the net proceeds received to a derivative liability based on the aggregate fair value of the embedded conversion features on the date of issuance, which reduced the net carrying value of the Series A Preferred Stock (see Note ~~23,~~25, “Financial Instruments”). The carrying value of the Series A Preferred Stock at the time of issuance, $155 million ($200 million aggregate gross proceeds less $43 million allocated to the derivative liability and $2 million in transaction costs), is being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date, November 15, 2021.

The holders of Series A Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 5.50% per annum. Until the third quarter of 2018 all dividends owed on the Series A Preferred Stock were declared and paid when due. No quarterly dividend was declared in the third or fourth quarters of 2018 or the first and second quarters of 2019. The Company declared aquarterly cash dividends in the third and fourth quarters of 2019 and the first and second quarters of 2020 that were paid when due. In July 2020, the Company declared and paid the four quarterly dividends that were in arrears. The total amount of dividends in arrears was $11 million. The Company declared the third quarter 2020 quarterly cash dividend in ~~the third quarter of 2019 which~~September 2020 and it was paid in October ~~2019.~~2020.

The Purchasers have the right to nominate members to the Company’s board of directors proportional to their ownership on an as converted basis, which initially allowed the Purchasers to nominate two members to the board.

If dividends on any Series A Preferred Stock are in arrears for six or more consecutive or non-consecutive dividend periods, the holders of Series A Preferred Stock, voting with holders of all other preferred stock of the Company whose voting rights are then exercisable, will be entitled to vote for the election of two additional directors in the next annual meeting and all subsequent meetings until all accumulated dividends on such Series A Preferred Stock and other voting preferred stock have been paid or set aside. The nomination right of the Purchasers will be reduced by two nominees at any time the holders of Series A Preferred Stock have the right to elect, or participate in the election of, two additional directors. Two of the directors on the Company’s current board of directors were nominated by the ~~Purchasers.~~Purchasers although the holders of the Series A Preferred Stock currently have the contractual right to nominate only one director based on the results of the ownership formula.

As of September 30, ~~2019,~~2020, the Series A Preferred Stock has not been converted and none of the anti-dilution provisions have been triggered. Any shares of Series A Preferred Stock not converted prior to the fifth anniversary of the initial issuance of the Series A Preferred Stock are required to be redeemed at $100 per share plus the amount of accrued and unpaid dividends.

Kodak determines if an arrangement is a lease at inception. Kodak’s operating lease agreements are primarily for real estate space and vehicles and are included within operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Consolidated Statement of Financial Position.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Variable lease payments are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. ~~Many of the leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments if reasonably assured to be exercised.~~

Kodak does not separate lease and non-lease components of contracts for real estate leases. When available, the rate implicit in the lease is used to discount lease payments to present value; however, many leases do not provide a readily determinable implicit rate. Therefore, Kodak applies its incremental borrowing rate to discount the lease payments at lease commencement.

~~The table below presents the lease-related assets and liabilities on the balance sheet:~~

The table below presents certain information related to the lease costs for finance and operating leases. Lease costs are presented gross of sublease income. See “Kodak as Lessor” section below for income from subleases.

~~The table below presents supplemental cash flow information related to leases.~~

~~The table below reconciles the undiscounted cash flows for the next five years and thereafter to the finance lease liabilities and operating lease liabilities recorded on the balance sheet.~~

~~Future minimum contractual lease payments for operating leases having initial or remaining noncancelable lease terms in excess of one year as of December 31, 2018 were as follows:~~

Kodak places its own equipment at customer sites under sales-type and operating lease arrangements. Arrangements classified as sales-type leases with revenue recognition at inception generally transfer title to the equipment by the end of the lease term or have a lease term that is for a major part of the remaining economic life of the equipment; and collectability is considered probable. If the arrangement meets the criteria for a sales-type lease but collectability is not considered probable, Kodak will not derecognize the asset and will record all payments received as a liability until the earlier of collectability becoming probable or the lease is terminated. Contracts with customers may include multiple performance obligations including equipment, optional software licenses and service agreements. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Kodak has no direct financing leases.

The Eastman Business Park segment’s core operations are to lease real estate. Kodak also leases underutilized portions of other real estate properties to third parties under both operating lease and sublease agreements. Payments received under operating lease agreements as part of the Eastman Business Park segment are reported in Revenues in the Consolidated Statement of Operations. Payments received under lease agreements for underutilized space are reported as cost reductions in Cost of revenues, SG&A expenses, R&D costs and Other charges, net. The lease arrangements are for various periods and are generally renewable.

Renewal options and/or termination options are factored into the determination of lease payments if considered probable. Kodak does not separate lease and non-lease components of contracts for real estate leases. The lease and non-lease components of real estate leases are accounted for as lease costs per ASU 2016-02, Leases (Topic 842).

Kodak’s net investment in sales-type leases as of September 30, 2019 and December 31, 2018 were $4 million and $3 million, respectively. The current portion of the net investment in sales-type leases is included in Trade receivables in the Consolidated Statement of Financial Position. The portion of the net investment in sales-type leases due after one year is included in Other long-term assets.

~~The table below reconciles the undiscounted cash flows to be received for the next five years and thereafter to the net investment in sales-type leases recorded on the balance sheet:~~

~~Undiscounted cash flows to be received for the next five years and thereafter for operating leases and subleases are:~~

~~Equipment subject to operating leases and the related accumulated depreciation were as follows:~~

~~Equipment subject to operating leases, net is included in Property, plant and equipment, net in the Consolidated Statement of Financial Position.~~

Income recognized on operating lease arrangements for the ~~quarter~~three and nine months ended September 30, 2020 and 2019 is presented below (income recognized for sales-type lease arrangements is $0 ~~million)~~million for all periods):

	Three Months Ended		Nine Months Ended		Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,				September 30,
(in millions)	2019		2019		2020		2019		2020		2019
Lease income - operating leases:
Lease income	$	3	$	7	$	2	$	3	$	6	$	7
Sublease income		1		5		—		1		2		5
Variable lease income		1		3		1		1		3		3
Total lease income	$	5	$	15	$	3	$	5	$	11	$	15

As of September 30, ~~2019,~~2020, the Company had outstanding letters of credit of ~~$80~~$87 million issued under the ABL Credit Agreement, as well as bank guarantees and letters of credit of ~~$13~~$2 million, surety bonds in the amount of ~~$40~~$29 million, and restricted cash ~~and deposits~~ of ~~$54~~$48 million, primarily to ~~ensure~~address the payment of possible casualty and workers’ compensation claims, ~~environmental liabilities,~~support legal contingencies, ~~and~~hedging activities, compliance with the Excess Availability threshold under the ABL Credit Agreement, environmental liabilities, rental payments and to support various customs, tax and trade activities. ~~The restricted cash and deposits are reflected in Restricted cash, Other current assets and Other long-term assets in the Consolidated Statement of Financial Position.~~

As of September 30, ~~2019,~~2020, the unreserved portion of these contingencies, inclusive of any related interest and penalties, for which there was at least a reasonable possibility that a loss may be incurred, amounted to approximately $8$5 million.

In connection with assessments in Brazil, local regulations may require Kodak’s Brazilian operations to post security for a portion of the amounts in dispute. As of September 30, ~~2019,~~2020, Kodak’s Brazilian operations have posted security composed of $4$3 million of pledged cash reported within Restricted cash in the Consolidated Statement of Financial Position and liens on certain Brazilian assets with a net book value of approximately ~~$55~~$40 million. Generally, any encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in Kodak's favor.

Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s ~~products.~~products and claims arising out of Kodak’s licensing its brand. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information currently available, Kodak does not believe that it is probable that the outcomes in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period. Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.

In connection with the settlement of certain of the Company’s historical environmental liabilities at Eastman Business Park, a more than 1,200-acre technology center and industrial complex in Rochester, New York, in the event the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million with no limitation to the maximum potential future payments. There is no liability recorded for this guarantee.

Kodak offers its customers extended warranty arrangements that are generally one year, but may range from three months to six years after the original warranty period. The change in Kodak’s deferred revenue balance in relation to these extended warranty and maintenance arrangements from December 31, ~~2018~~2019 to September 30, ~~2019,~~2020, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows:

The following tables present revenue disaggregated by major product, portfolio summary and geography.

	Three Months Ended
Three Months Ended															Three Months Ended
September 30, 2020															September 30, 2020
	September 30, 2019
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Plates, inks and other consumables	$	149	$	8	$	—	$	3	$	—	$	—	$	160		$	114	$	15	$	1	$	—	$	—	$	130
Ongoing service arrangements ⁽¹⁾		33		18		11		1		—		—		63			20		33		—		—		—		53
Total Annuities		182		26		11		4		—		—		223
Equipment & Software		18		3		3		—		—		—		24
Total annuities																	134		48		1		—		—		183
Equipment & software																	12		8		—		—		—		20
Film and chemicals		—		—		—		45		—		—		45			—		—		39		—		—		39
Other ₍₂₎		13		—		—		7		1		2		23			—		—		4		3		3		10
Total	$	213	$	29	$	14	$	56	$	1	$	2	$	315		$	146	$	56	$	44	$	3	$	3	$	252


	Nine Months Ended
Nine Months Ended															Nine Months Ended
September 30, 2020															September 30, 2020
	September 30, 2019
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Plates, inks and other consumables	$	457	$	25	$	—	$	9	$	—	$	—	$	491		$	330	$	45	$	4	$	—	$	—	$	379
Ongoing service arrangements ⁽¹⁾		97		55		33		3		—		—		188			60		97		—		—		—		157
Total Annuities		554		80		33		12		—		—		679
Equipment & Software		45		10		9		—		—		—		64
Total annuities																	390		142		4		—		—		536
Equipment & software																	29		31		—		—		—		60
Film and chemicals		—		—		—		125		—		—		125			—		—		112		—		—		112
Other ₍₂₎		13		—		—		22		3		7		45					—		8		8		8		24
Total	$	612	$	90	$	42	$	159	$	3	$	7	$	913		$	419	$	173	$	124	$	8	$	8	$	732

	Three Months Ended
Three Months Ended															Three Months Ended
September 30, 2019															September 30, 2019
	September 30, 2018
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Plates, inks and other consumables	$	166	$	8	$	—	$	4	$	—	$	—	$	178		$	138	$	20	$	3	$	—	$	—	$	161
Ongoing service arrangements ⁽¹⁾		33		20		12		1		—		—		66			22		38		1		—		—		61
Total Annuities		199		28		12		5		—		—		244
Equipment & Software		18		11		3		—		—		—		32
Total annuities																	160		58		4		—		—		222
Equipment & software																	14		12		—		—		—		26
Film and chemicals		—		—		—		41		—		—		41			—		—		44		—		—		44
Other⁽²⁾		—		—		—		8		1		3		12			13		—		5		3		2		23
Total	$	217	$	39	$	15	$	54	$	1	$	3	$	329		$	187	$	70	$	53	$	3	$	2	$	315

	Nine Months Ended
Nine Months Ended															Nine Months Ended
September 30, 2019															September 30, 2019
	September 30, 2018
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Plates, inks and other consumables	$	509	$	24	$	—	$	13	$	—	$	—	$	546		$	421	$	61	$	9	$	—	$	—	$	491
Ongoing service arrangements ⁽¹⁾		100		59		36		2		—		—		197			65		117		2		—		—		184
Total Annuities		609		83		36		15		—		—		743
Equipment & Software		51		20		11		—		—		—		82
Total annuities																	486		178		11		—		—		675
Equipment & software																	35		33		—		—		—		68
Film and chemicals		—		—		—		122		—		—		122			—		—		125		—		—		125
Other⁽²⁾		—		—		—		22		3		7		32			13		—		17		8		7		45
Total	$	660	$	103	$	47	$	159	$	3	$	7	$	979		$	534	$	211	$	153	$	8	$	7	$	913

	Three Months Ended
Three Months Ended															Three Months Ended
September 30, 2020															September 30, 2020
	September 30, 2019
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Growth engines ⁽¹⁾	$	44	$	18	$	14	$	7	$	1	$	—	$	84		$	41	$	32	$	1	$	3	$	—	$	77
Strategic other businesses ⁽²⁾		162		—		—		46		—		2		210			105		12		42		—		3		162
Planned declining businesses ⁽³⁾		7		11		—		3		—		—		21			—		12		1		—		—		13
Total																$	146	$	56	$	44	$	3	$	3	$	252
	$	213	$	29	$	14	$	56	$	1	$	2	$	315

	Nine Months Ended
Nine Months Ended															Nine Months Ended
September 30, 2020															September 30, 2020
	September 30, 2019
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Growth engines ⁽¹⁾	$	128	$	57	$	42	$	22	$	3	$	—	$	252		$	112	$	98	$	2	$	8	$	—	$	220
Strategic other businesses ⁽²⁾		461		—		—		128		—		7		596			307		37		115		—		8		467
Planned declining businesses ⁽³⁾		23		33		—		9		—		—		65			—		38		7		—		—		45
	$	612	$	90	$	42	$	159	$	3	$	7	$	913
Total																$	419	$	173	$	124	$	8	$	8	$	732

	Three Months Ended
Three Months Ended															Three Months Ended
September 30, 2019															September 30, 2019
	September 30, 2018
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Growth engines⁽¹⁾	$	39	$	27	$	15	$	8	$	1	$	—	$	90		$	44	$	32	$	—	$	3	$	—	$	79
Strategic other businesses ⁽²⁾		170		—		—		42		—		3		215			143		20		47		—		2		212
Planned declining businesses ⁽³⁾		8		12		—		4		—		—		24			—		18		6		—		—		24
Total																$	187	$	70	$	53	$	3	$	2	$	315
	$	217	$	39	$	15	$	54	$	1	$	3	$	329

	Nine Months Ended
Nine Months Ended															Nine Months Ended
September 30, 2019															September 30, 2019
	September 30, 2018
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
Growth engines⁽¹⁾	$	113	$	63	$	47	$	22	$	3	$	—	$	248		$	128	$	99	$	2	$	8	$	—	$	237
Strategic other businesses ⁽²⁾		520		—		—		124		—		7		651			406		56		130		—		7		599
Planned declining businesses ⁽³⁾		27		40		—		13		—		—		80			—		56		21		—		—		77
	$	660	$	103	$	47	$	159	$	3	$	7	$	979
Total																$	534	$	211	$	153	$	8	$	7	$	913

	Three Months Ended
Three Months Ended															Three Months Ended
September 30, 2020															September 30, 2020
	September 30, 2019
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
United States	$	65	$	12	$	6	$	36	$	1	$	2	$	122		$	29	$	25	$	30	$	3	$	3	$	90
Canada		4		—		1		1		—		—		6			5		3		—		—		—		8
North America		69		12		7		37		1		2		128			34		28		30		3		3		98
Europe, Middle East and Africa		79		9		4		6		—		—		98			64		19		4		—		—		87
Asia Pacific		53		7		3		13		—		—		76			41		8		10		—		—		59
Latin America		12		1		—		—		—		—		13			7		1		—		—		—		8
Total Sales	$	213	$	29	$	14	$	56	$	1	$	2	$	315
Total																$	146	$	56	$	44	$	3	$	3	$	252

	Nine Months Ended
Nine Months Ended															Nine Months Ended
September 30, 2020															September 30, 2020
	September 30, 2019
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
United States	$	175	$	38	$	19	$	101	$	3	$	7	$	343		$	90	$	77	$	85	$	8	$	8	$	268
Canada		11		1		2		2		—		—		16			11		6		1		—		—		18
North America		186		39		21		103		3		7		359			101		83		86		8		8		286
Europe, Middle East and Africa		238		30		14		16		—		—		298			181		61		9		—		—		251
Asia Pacific		153		19		6		39		—		—		217			116		26		29		—		—		171
Latin America		35		2		1		1		—		—		39			21		3		—		—		—		24
Total Sales	$	612	$	90	$	42	$	159	$	3	$	7	$	913
Total																$	419	$	173	$	124	$	8	$	8	$	732

	Three Months Ended
Three Months Ended															Three Months Ended
September 30, 2019															September 30, 2019
	September 30, 2018
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
United States	$	57	$	13	$	6	$	33	$	1	$	3	$	113		$	48	$	36	$	33	$	3	$	2	$	122
Canada		3		1		1		—		—		—		5			4		2		1		—		—		7
North America		60		14		7		33		1		3		118			52		38		34		3		2		129
Europe, Middle East and Africa		87		18		6		5		—		—		116			71		21		6		—		—		98
Asia Pacific		56		7		1		15		—		—		79			53		10		13		—		—		76
Latin America		14		—		1		1		—		—		16			11		1		—		—		—		12
Total Sales	$	217	$	39	$	15	$	54	$	1	$	3	$	329
Total																$	187	$	70	$	53	$	3	$	2	$	315

	Nine Months Ended
Nine Months Ended															Nine Months Ended
September 30, 2019															September 30, 2019
	September 30, 2018
(in millions)	Print Systems		Enterprise Inkjet Systems		Kodak Software		Brand, Film and Imaging		Advanced Materials and 3D Printing Technology		Eastman Business Park		Total			Traditional Printing		Digital Printing		Advanced Materials and Chemicals		Brand		All Other		Total
United States	$	174	$	35	$	20	$	98	$	3	$	7	$	337		$	125	$	107	$	95	$	8	$	7	$	342
Canada		9		1		3		2		—		—		15			9		6		2		—		—		17
North America		183		36		23		100		3		7		352			134		113		97		8		7		359
Europe, Middle East and Africa		273		43		17		15		—		—		348			218		64		16		—		—		298
Asia Pacific		162		22		5		42		—		—		231			149		29		39		—		—		217
Latin America		42		2		2		2		—		—		48			33		5		1		—		—		39
Total Sales	$	660	$	103	$	47	$	159	$	3	$	7	$	979
Total																$	534	$	211	$	153	$	8	$	7	$	913

The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the Consolidated Statement of Financial Position. The contract assets are transferred to trade receivables when the rights to consideration become unconditional. The amounts recorded for contract assets at September 30, ~~2019~~2020 and December 31, ~~2018~~2019 were $2 million and $3$4 million, respectively, and are reported in Other current assets in the Consolidated Statement of Financial Position. The contract liabilities primarily relate to prepaid service contracts, upfront payments for certain equipment purchases or prepaid royalties on intellectual property arrangements. The amounts recorded for contract liabilities at September 30, ~~2019~~2020 and December 31, ~~2018~~2019 were ~~$61~~$60 million and ~~$48~~$61 million, respectively, of which ~~$42~~$44 million and $43 million are reported in Other current liabilities, ~~in both periods~~respectively, and ~~$19~~$16 million and $6$18 million, respectively, are reported in Other long-term liabilities in the Consolidated Statement of Financial Position.

Revenue recognized for the ~~quarter~~three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 that was included in the contract liability balance at the beginning of the year was $4 million and $35 million in 2020, respectively, and $4 million and $34 million in 2019, ~~respectively, and $1 million and $29 million in 2018,~~ respectively, and primarily represented revenue from prepaid service contracts and equipment revenue recognition. Contract liabilities as of September 30, 2020 included $21 million and $31 million of cash payments received during the three and nine months ended September 30, 2020, respectively. Contract liabilities as of September 30, 2019 included $26 million and $43 million of cash payments received during the ~~quarter~~three and nine months ended September 30, 2019, respectively. ~~Contract liabilities as of September 30, 2018 included $23 million and $31 million of cash payments received during the quarter and nine months ended September 30, 2018, respectively.~~

Kodak does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or for which revenue is recognized at the amount to which Kodak has the right to invoice for services performed. Performance obligations with an original expected length of greater than one year generally consist of deferred service contracts, operating leases and licensing arrangements. As of September 30, ~~2019,~~2020, there was approximately $70 million of unrecognized revenue from unsatisfied performance obligations. Approximately 10% of the revenue from unsatisfied performance obligations is expected to be recognized in the rest of ~~2019,~~2020, 30% in ~~2020,~~2021, 20% in ~~2021, 10% in both~~ 2022 and ~~2023 and 20%~~40% thereafter.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2019			2018			2019			2018			2020			2019			2020			2019
Expense (income):
(Gain) loss on sale of assets ⁽¹⁾													$	—		$	12		$	(9	)	$	13
Asset impairments⁽²⁾														—			—			3			—
Transition services agreement income	$	(2	)	$	—		$	(4	)	$	—			(1	)		(2	)		(5	)		(4	)
Loss (gain) on sale of assets ⁽¹⁾		12			(5	)		13			(7	)
Legal reserve changes		—			(4	)		—			(4	)
Other		—			(1	)		1			(1	)		—			—			—			1
Total	$	10		$	(10	)	$	10		$	(12	)	$	(1	)	$	10		$	(11	)	$	10

	Three Months Ended						Nine Months Ended				Three Months Ended					Nine Months Ended
	September 30,						September 30,				September 30,					September 30,
(in millions)	2019			2018			2019		2018		2020		2019			2020			2019
Change in fair value of embedded conversion features derivative liability ⁽¹⁾	$	4		$	(5	)	$	3	$	2	$	431	$	4		$	382		$	3
Loss on foreign exchange transactions		3			2			4		11		1		3			6			4
Other		(1	)		(1	)		—		—		—		(1	)		(1	)		—
Total	$	6		$	(4	)	$	7	$	13	$	432	$	6		$	387		$	7

On September 12, 2019, the Company adopted a Tax Asset Protection Plan (the “Plan”) and filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation (the “Protective Amendment”). The purpose of the Plan and the Protective Amendment is to help protect the Company’s ability to utilize net operating loss and foreign tax credit carryforwards (the “Tax Benefits”) to minimize U.S. federal taxes during future periods. The Company’s use of the Tax Benefits in the future may be significantly limited if it experiences an “ownership change” for U.S. federal income tax purposes as defined under Section 382 of the U.S. Internal Revenue Code. In general, an ownership change will occur when the percentage of the Company’s ownership (by value) of one or more “5-percent shareholders” has increased in the aggregate by more than 50 percent over the lowest percentage owned by such shareholders at any time during the prior three years (calculated on a rolling basis). In the Company’s case, because the Company’s outstanding convertible preferred stock and convertible notes are aggregated together with the Company’s common stock in determining if there is a 5-percent shareholder for tax purposes, the Plan and the Protective Amendment discourage or restrict, as applicable, the ownership of 10% or more of the Company’s common stock, rather than the 5% usually contained in such plans.

The Plan is designed to reduce the likelihood that the Company will experience an ownership change by (i) discouraging any person or group from acquiring 10% or more of the Company’s common stock and (ii) discouraging any existing 10% holder of the common stock from acquiring more than 1,000,000 additional shares of Company common stock. The Protective Amendment will generally restrict the transfer of the Company’s common stock if the effect will be to increase the beneficial ownership of any person to 10% or more of the outstanding common stock or cause the beneficial ownership of a 10% holder of common stock to increase by more than 1,000,000 shares on common stock. There is no guarantee, however, that the Plan and the Protective Amendment will prevent the Company from experiencing an ownership change.

For the three months ended September 30, 2020, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and (2) the results from operations in jurisdictions outside the U.S.

For the nine months ended September 30, 2020, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) a provision of $167 million associated with the establishment of valuation allowances in certain outside U.S. jurisdictions, (2) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (3) the results from operations in jurisdictions outside the U.S, (4) a provision associated with foreign withholding taxes on undistributed earnings and (5) changes in audit reserves.

Kodak establishes valuation allowances for deferred income tax assets in accordance with U.S. GAAP, which provides that such valuation allowances shall be established unless realization of the income tax benefits is more likely than not. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At each reporting period, Kodak considers the scheduled reversal of deferred tax liabilities and assets, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment.

As of December 31, 2019, Kodak’s deferred tax asset valuation allowance was $821 million. Of this amount, $168 million was attributable to the Company’s net deferred tax assets outside the U.S. of $322 million, and $653 million related to the Company’s net deferred tax assets in the U.S. of $633 million, for which Kodak believed it was more likely than not that the assets would not be realized.

As of March 31, 2020, Kodak determined that it was more likely than not that deferred tax assets outside the U.S. which were not offset with valuation allowances as of March 31, 2020 would not be realized due to reductions in estimates of future profitability as a result of the COVID-19 pandemic in locations outside the U.S. Accordingly, Kodak recorded a provision of $167 million associated with the establishment of a valuation allowance on those deferred tax assets.

On February 21, 2020, Kodak agreed to terms with the IRS and settled the federal audit for calendar years 2013 and 2014. For these years, Kodak originally recorded a federal unrecognized tax position totaling $41 million, which was fully offset by tax attributes. This settlement resulted in an increase in net deferred tax assets and was fully offset by a corresponding increase in Kodak’s U.S. valuation allowance, resulting in no net tax benefit.

For the three months ended September 30, 2019, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S., (3) a provision associated with the establishment of a deferred tax asset valuation allowance outside the U.S. and (4) a benefit associated with foreign withholding taxes on undistributed earnings.

For the nine months ended September 30, 2019, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S., (3) a provision associated with the establishment of a deferred tax asset valuation allowance outside the ~~U.S. and (4)~~ ~~changes in audit reserves~~.

~~For the three months ended September 30, 2018, the difference between Kodak’s effective tax rate and the~~ U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S., (3) a benefit associated with foreign withholding taxes on undistributed earnings and (4) changes in audit ~~reserves, including a settlement with a taxing authority in a location outside the U.S.~~reserves.

For the nine months ended September 30, 2018, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S. and (3) changes in audit reserves, including a settlement with a taxing authority in a location outside the U.S.

Charges for restructuring activities are recorded in the period in which Kodak commits to a formalized restructuring plan, or executes the specific actions contemplated by the plan, and all criteria for liability recognition under the applicable accounting guidance have been met. Restructuring actions taken in the first nine months of ~~2019~~2020 were initiated to reduce Kodak’s cost structure as part of its commitment to drive sustainable profitability and included various targeted reductions in manufacturing, service, sales and other administrative functions.

The activity in the accrued balances and the non-cash charges and credits incurred in relation to restructuring activities for the nine months ended September 30, ~~2019~~2020 were as follows:

(in millions)	Severance Reserve ⁽¹⁾			Exit Costs Reserve ⁽¹⁾			Long-lived Asset Impairments and Inventory Write-downs ⁽¹⁾		Total			Severance Reserve ⁽¹⁾			Exit Costs Reserve ⁽¹⁾			Long-lived Asset Impairments and Inventory Write-downs ⁽¹⁾		Total
Balance as of December 31, 2018	$	6		$	2		$	—	$	8
Balance as of December 31, 2019												$	11		$	1		$	—	$	12
Q1 charges		2			—			—		2			6			1			—		7
Q1 utilization/cash payments		(2	)		—			—		(2	)		(7	)		—			—		(7	)
Q1 other adjustments and reclasses ⁽²⁾		(1	)		—			—		(1	)		(1	)		(1	)		—		(2	)
Balance as of March 31, 2019	$	5		$	2		$	—	$	7
Q2 charges - continuing operations	$	2		$	—		$	—	$	2
Q2 charges - discontinued operations		1			—			—		1
Balance as of March 31, 2020												$	9		$	1		$	—	$	10
Q2 charges												$	1		$	—		$	—	$	1
Q2 utilization/cash payments		(2	)		—			—		(2	)		(3	)		—			—		(3	)
Q2 other adjustments and reclasses ⁽²⁾		(1	)		—			—		(1	)
Balance as of June 30, 2019	$	5		$	2		$	—	$	7
Balance as of June 30, 2020												$	7		$	1		$	—	$	8
Q3 charges	$	3		$	—		$	—	$	3		$	1		$	—		$	—	$	1
Q3 utilization/cash payments		(2	)		(1	)		—		(3	)		(3	)		—			—		(3	)
Balance as of September 30, 2019	$	6		$	1		$	—	$	7
Balance as of September 30, 2020												$	5		$	1		$	—	$	6

The $3$1 million and $9 million of charges for the three and nine months ended September 30, ~~2019 was~~2020, respectively, were reported as Restructuring costs and ~~other.~~other in the Consolidated Statement of Operations.

The severance costs for the ~~three~~3 months ended September 30, ~~2019~~2020 related to the elimination of approximately 2540 positions including approximately 105 manufacturing/service positions and 1535 administrative positions. The geographic composition of these positions includes approximately 35 in the U.S. and Canada and 5 throughout the rest of the world. The severance costs for the nine months ended September 30, 2020 related to the elimination of approximately 130 positions including approximately 25 manufacturing/service positions, and 105 administrative and sales positions. The geographic composition of these positions includes approximately 1075 in the ~~United States~~U.S. and Canada and ~~15 throughout the rest of the world.~~

~~For the nine months ended September 30, 2019, $7 million of charges was reported as Restructuring costs and other and $1 million was reported in Income from discontinued operations.~~

The severance costs for the nine months ended September 30, 2019 related to the elimination of approximately 100 positions, including approximately 30 manufacturing/service positions and 70 administrative and sales positions. The geographic composition of these positions includes approximately 50 in the United States and Canada and 5055 throughout the rest of the world.

As a result of these initiatives, the majority of the severance will be paid during periods through the end of the ~~first quarter of 2020.~~year.

Components of the net periodic benefit cost for all major U.S. and ~~Non-U.S.~~non-U.S. defined benefit plans are as follows:

	Three Months Ended												Nine Months Ended												Three Months Ended												Nine Months Ended
	September 30,												September 30,												September 30,												September 30,
	2019						2018						2019						2018						2020						2019						2020						2019
(in millions)	U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.
Major defined benefit plans:
Service cost	$	3		$	—		$	4		$	1		$	8		$	2		$	10		$	3		$	2		$	1		$	3		$	—		$	8		$	3		$	8		$	2
Interest cost		30			3			27			3			91			9			82			9			21			2			30			3			64			6			91			9
Expected return on plan assets		(53	)		(6	)		(55	)		(7	)		(160	)		(17	)		(167	)		(20	)		(48	)		(5	)		(53	)		(6	)		(146	)		(14	)		(160	)		(17	)
Amortization of:
Prior service credit		(2	)		—			(2	)		—			(5	)		—			(6	)		—			(2	)		—			(2	)		—			(5	)		—			(5	)		—
Actuarial loss		—			2			1			1			—			4			4			3			4			2			—			2			11			5			—			4
Net pension income before special termination benefits		(22	)		(1	)		(25	)		(2	)		(66	)		(2	)		(77	)		(5	)		(23	)		—			(22	)		(1	)		(68	)		—			(66	)		(2	)
Special termination benefits		—			—			3			—			2			—			4			—			1			—			—			—			2			—			2			—
Curtailment gain		—			—			—			—			(2	)		—			—			—			—			—			—			—			—			—			(2	)		—
Net pension income from major plans		(22	)		(1	)		(22	)		(2	)		(66	)		(2	)		(73	)		(5	)		(22	)		—			(22	)		(1	)		(66	)		—			(66	)		(2	)
Other plans		—			—			—			(3	)		—			(4	)		—			(3	)		—			—			—			—			—			1			—			(4	)
Total net pension income	$	(22	)	$	(1	)	$	(22	)	$	(5	)	$	(66	)	$	(6	)	$	(73	)	$	(8	)
Total net pension (income) expense																									$	(22	)	$	—		$	(22	)	$	(1	)	$	(66	)	$	1		$	(66	)	$	(6	)

For the three and nine months ended September 30, 2020 and 2019 the special termination benefits charges were incurred as a result of Kodak’s restructuring actions and have been included in Restructuring costs and other in the Consolidated Statement of Operations for those periods.

The $2 million curtailment gain for the nine months ended September 30, 2019 was incurred as a result of the sale of FPD and is included in Income from discontinued operations in the Consolidated Statement of Operations. In addition, the amounts shown for Other plans include $5 million of settlement gains for the nine months ended September 30, 2019 due to the transfer of non-major, non-U.S. pension liabilities as a result of the sale of FPD. These amounts are also included in Income from discontinued operations in the Consolidated Statement of Operations.

Basic earnings per share computations are based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share include any dilutive effect of potential common shares. In periods with a net loss from continuing operations available to common shareholders, diluted earnings per share are calculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per share.

A reconciliation of the amounts used to calculate basic and diluted earnings per share for ~~quarter~~the three and nine months ended September 30, 2020 and 2019 ~~and 2018 follows (in millions):~~follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2019			2018			2019			2018			2020			2019			2020			2019
(Loss) income from continuing operations	$	(10	)	$	20		$	(28	)	$	(2	)
Loss from continuing operations													$	(445	)	$	(10	)	$	(561	)	$	(28	)
Less: Series A convertible preferred stock cash dividend		(2	)		(2	)		(8	)		(8	)		(2	)		(2	)		(8	)		(8	)
Less: Series A convertible preferred stock deemed dividend		(3	)		(3	)		(7	)		(7	)		(3	)		(3	)		(7	)		(7	)
(Loss) income from continuing operations available to common shareholders - basic and diluted	$	(15	)	$	15		$	(43	)	$	(17	)
Loss from continuing operations available to common shareholders - basic and diluted													$	(450	)	$	(15	)	$	(576	)	$	(43	)

Net (loss) income	$	(5	)	$	19		$	178		$	(2	)	$	(445	)	$	(5	)	$	(561	)	$	178
Less: Series A convertible preferred stock cash dividend		(2	)		(2	)		(8	)		(8	)		(2	)		(2	)		(8	)		(8	)
Less: Series A convertible preferred stock deemed dividend		(3	)		(3	)		(7	)		(7	)		(3	)		(3	)		(7	)		(7	)
Net (loss) income available to common shareholders - basic and diluted	$	(10	)	$	14		$	163		$	(17	)	$	(450	)	$	(10	)	$	(576	)	$	163

As a result of the net loss from continuing operations available to common shareholders for the ~~quarter~~three and nine months ended September 30, ~~2019~~2020 and ~~the nine months ended September 30, 2018,~~2019, Kodak calculated diluted earnings per share using weighted-average basic shares ~~outstanding for those periods.~~outstanding. If Kodak reported earnings from continuing operations available to common shareholders for the ~~quarter~~three and nine months ended September 30, ~~2019~~2020 and ~~the nine months ended September 30, 2018,~~2019, the calculation of diluted earnings per share would have included the assumed conversion of 0.6 million ~~unvested restricted stock units for both periods in 2019~~ and ~~0.2~~0.5 million of unvested restricted stock units for the three and nine months ended September 30, ~~2018.~~2020, respectively and 0.6 million unvested restricted stock units for the both periods in 2019. The calculation of diluted earnings per share would have also included the assumed conversion of 1.2 million outstanding employee stock options.

The computation of diluted earnings per share for the ~~quarter~~three and nine months ended September 30, 2020 and 2019 ~~and 2018~~also excluded the impact of (1) the assumed conversion of 2.0 million shares of Series A ~~convertible preferred shares and~~Preferred Stock, (2) the assumed conversion of outstanding employee stock options of 3.1 million and 3.6 million for three and nine months ended September 30, 2020, respectively and 8.9 million and 9.0 million infor the ~~quarter~~three and nine months ~~ending~~ended 2019, respectively and the (3) for the three and nine months ended September 30, 2019 respectively, and 5.2 million and 5.0 million in the quarter and nine months ending September 30, 2018, respectively, because the effects would have been anti-dilutive. The computation of diluted earnings per share for the quarter and nine months ending September 30, 2019 also excluded the assumed conversion of $100 million of ~~Convertible~~ Notes because the effects would have been anti-dilutive.

Kodak’s stock incentive plan is the 2013 Omnibus Incentive Plan (the “2013 Plan”). The 2013 Plan is administered by the Compensation Nominating and Governance Committee of the Board of Directors.

Officers, directors and employees of the Company and its consolidated subsidiaries are eligible to receive awards. Stock options are generally non-qualified, are at exercise prices equal to or greater than the closing price of Kodak’s stock on the date of grant and expire seven years after the grant date. Stock-based compensation awards granted under Kodak’s stock incentive plan are generally subject to a three-year vesting period from the date of grant, or a later date as determined by the Compensation Nominating and Governance Committee. Awards are subject to settlement in newly-issued shares of common stock. Unless sooner terminated by the Compensation Nominating and Governance Committee, no awards may be granted under the 2013 Plan after May 20, 2030.

The maximum number of shares of common stock subject to awards under the 2013 Plan is 8.0 million. In addition, under the 2013 Plan, the maximum number of shares available for the grant of incentive stock options is 2.0 million shares. The maximum number of shares as to which stock options or stock appreciation rights may be granted to any one person under the 2013 Plan in any calendar year is 2.5 million shares.

The maximum number of awards that may be granted to any non-employee director under the 2013 Plan in any calendar year may not exceed a number of awards with a grant date fair value of $450,000, computed as of the grant date.

Compensation expense is recognized on a straight-line basis over the service or performance period for each separately vesting tranche of the award and is adjusted for actual forfeitures before vesting. Kodak assesses the likelihood that performance-based shares will be earned based on the probability of meeting the performance criteria. For those performance-based awards that are deemed probable of achievement, expense is recorded, and for those awards that are deemed not probable of achievement, no expense is recorded. Kodak assesses the probability of achievement each quarter.

Restricted stock units are payable in shares of the Company common stock upon vesting. The fair value is based on the closing market price of the Company’s stock on the grant date. Compensation cost related to restricted stock units was $1 million and $2 million for the nine months ended September 30, 2020 and 2019, respectively.

The weighted average grant date fair value of restricted stock unit awards granted for the nine months ended September 30, 2020 and 2019 was $2.91 and $2.85, respectively. The total fair value of restricted stock units that vested was $2 million for both the nine months ended September 30, 2020 and 2019. As of September 30, 2020 , there was $0.4 million of unrecognized compensation cost related to restricted stock units. The cost is expected to be recognized over a weighted average period of 0.3 years.

The following table summarizes information about restricted stock unit activity for the nine months ended September 30, 2020:

The following table summarizes information about stock option activity for the nine months ended September 30, 2020:

The aggregate intrinsic value represents the total pretax intrinsic value that option holders would have received had all option holders exercised their options on the last trading day of the period. The aggregate intrinsic value is the difference between the Kodak closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options.

The Company issued stock-based compensation grants for 2.4 million stock options on July 27, 2020. The terms of 1.8 million of the options awarded on July 27, 2020 provided for immediate vesting or vesting upon conversion of the Notes. As 100% of the Notes were converted during the three months ended September 30, 2020, the 1.8 million options with accelerated vesting terms vested in that same period. The remaining 0.6 million options provide for vesting terms of between two and three years. The valuation of the stock options granted on July 27, 2020 resulted in approximately $11.8 million of compensation expense being recognized in the three months ended September 30, 2020, which was reported in Selling, general and administrative expenses in the Consolidated Statement of Operations.

There were approximately 2.0 million options exercised in the nine months ended September 30, 2020. The options exercised in 2020 included 0.3 million options exercised by ex-employees of Kodak that had previously been forfeited. The Company issued shares to the ex-employees in exchange for proceeds based on the exercise prices of the forfeited options. The Company is accounting for the exercise of the forfeited options as a modification of the original awards.

The Company recognized compensation expense of approximately $5.1 million in the three months ended September 30, 2020, related to the 0.3 million previously forfeited options representing the fair value of the shares issued to the ex-employees less the exercise proceeds received from the ex-employees, which is reported in Selling, general and administrative expenses in the Consolidated Statement of Operations.

The Company is seeking to recover the fair value of the shares at the time of the sale of the shares by the ex-employees less the exercise proceeds and withholding (approximately $3.9 million) and the right to retain any refund of the withholding taxes the Company is seeking to obtain on behalf of the ex-employees (approximately $3.0 million). There are no assurances the Company will be successful in its claims against the ex-employees or in its recovery of the withholding taxes.

The weighted average grant date fair value of options granted for the nine months ended September 30, 2020 and 2019 was $8.91 and $2.47, respectively. The total fair value of options that vested during the nine months ended September 30, 2020 and 2019 was $13 million and $7 million, respectively. Compensation cost related to stock options for the nine months ended September 30, 2020 and 2019 was $18 million and $4 million, respectively.

As of September 30, 2020, there was $3.9 million of unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 1.7 years.

Other than for the awards granted on July 27, 2020, Kodak utilizes the Black-Scholes option valuation model to estimate the fair value of stock options.

The expected term of options granted is the period of time the options are expected to be outstanding and is calculated using a simplified method based on the option’s vesting period and original contractual term. The Company used only the historical volatility of the Company’s stock to estimate expected volatility. The risk-free rate was based on the yield on U.S. Treasury notes with a term equal to the option’s expected term.

The following inputs were used in the Black-Scholes valuation of option grants issued in each period:

Given the recent volatility of the Company’s stock price, the Company utilized a lattice-based valuation model to value the time-based vesting awards granted July 27, 2020 and a Monte Carlo simulation valuation model to value the options granted on July 27, 2020 which vested upon conversion of the Notes.

The following inputs were used in the lattice-based valuation of the July 27, 2020 option grants:

~~Kodak~~The Company has 560 million shares of authorized stock, consisting of: (i) 500 million shares of common stock, par value $0.01 per share and (ii) 60 million shares of preferred stock, no par value, issuable in one or more series. As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, there were ~~43.1~~77.3 million and ~~42.8~~43.2 million shares of common stock outstanding, respectively, and 2.0 million shares of Series A ~~preferred stock~~Preferred Stock issued and outstanding. In the three months ended September 30, 2020 the Company issued a total of 31.5 million shares for the conversion of the Notes and 2.0 million shares with the exercise of stock options. Treasury stock consisted of approximately 0.7 million shares ~~and 0.6 million shares~~ as of both September 30, ~~2019~~2020 and December 31, ~~2018, respectively.~~2019.

The changes in Other comprehensive (loss) income, ~~(loss),~~ by component, were as follows:

		Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
		September 30,						September 30,						September 30,						September 30,
(in millions)		2019			2018			2019			2018			2020			2019			2020			2019
Currency translation adjustments		$	(2	)	$	(12	)	$	2		$	(19	)	$	(1	)	$	(2	)	$	(17	)	$	2
Pension and other postretirement benefit plan changes
Newly established net actuarial gain			—			7			5			8			—			—			6			5
Tax Provision			—			(2	)		(2	)		(2	)		—			—			—			(2	)
Newly established net actuarial gain, net of tax			—			5			3			6			—			—			6			3
Reclassification adjustments:
Amortization of prior service credit(a)	^(a)		(2	)		(2	)		(6	)		(6	)		(2	)		(2	)		(6	)		(6	)
Amortization of actuarial losses(a)	^(a)		1			1			3			3			5			1			15			3
Recognition of (gains) losses due to curtailments and settlements			—			(2	)		(2	)		(1	)
Recognition of losses (gains) due to curtailments and settlements															—			—			1			(2	)
Total reclassification adjustments			(1	)		(3	)		(5	)		(4	)		3			(1	)		10			(5	)
Tax provision			—			1			—			1			—			—			(1	)		—
Reclassification adjustments, net of tax			(1	)		(2	)		(5	)		(3	)		3			(1	)		9			(5	)
Pension and other postretirement benefit plan changes, net of tax			(1	)		3			(2	)		3			3			(1	)		15			(2	)
Other comprehensive income (loss)		$	(3	)	$	(9	)	$	—		$	(16	)	$	2		$	(3	)	$	(2	)	$	—

Effective in January ~~2019~~1, 2020 Kodak changed its organizational structure. ~~Kodak Technology~~Prepress Solutions, formerly part of the ~~Software and~~Print Systems segment, operates as a separate segment named the Traditional Printing segment. Electrophotographic Printing Solutions, ~~segment, was moved into the Consumer and Film segment. The Consumer and Film segment was renamed the Brand, Film & Imaging segment. The Unified Workflow Solutions business,~~ formerly part of the ~~Software and Solutions~~Print Systems segment, ~~will operate as a dedicated segment named Kodak Software segment.~~

~~Financial information is reported for six reportable segments: Print Systems,~~was combined with the Enterprise Inkjet Systems segment and Kodak Software segment to form the Digital Printing segment. The Brand, Film and Imaging segment, except for the licensing of the Kodak brand to third parties, was combined with the Advanced Materials and 3D Printing ~~Technology~~segment to form the Advanced Materials and Chemicals segment. The licensing of the Kodak brand to third parties operates as a separate segment named the Brand segment. The Eastman Business ~~Park.~~Park segment is no longer a reportable segment. A description of ~~the~~Kodak’s reportable segments follows.

~~Print Systems~~Traditional Printing: The ~~Print Systems~~Traditional Printing segment is comprised of ~~two lines of business:~~ Prepress ~~Solutions and Electrophotographic Printing~~ Solutions.

~~Enterprise Inkjet Systems~~Digital Printing: The ~~Enterprise Inkjet Systems~~Digital Printing segment is comprised of ~~two~~four lines of business: the Electrophotographic Printing Solutions business, the Prosper business, the Versamark business and the ~~Versamark business.~~

Kodak ~~Software: The Kodak Software segment is comprised of the~~ Software business.

~~Brand, Film~~Advanced Materials and ~~Imaging~~Chemicals:: The ~~Brand, Film~~Advanced Materials and ~~Imaging~~Chemicals segment is comprised of five lines of business: ~~Consumer Products,~~ Industrial Film and Chemicals, Motion Picture, Advanced Materials and Functional Printing Technology and Kodak Services for ~~Business (“KSB”) and Kodakit.~~Business.

~~Advanced Materials and 3D Printing Technology~~Brand: The ~~Advanced Materials and 3D Printing Technology~~Brand segment ~~includes~~contains the ~~Kodak Research Laboratories and associated new business opportunities and intellectual property~~brand licensing ~~not directly related to other business segments.~~business.

~~Eastman Business Park~~All Other: ~~The Eastman Business Park segment includes~~All Other is comprised of the operations of the Eastman Business Park, a more than 1,200-acre technology center and industrial complex.

Segment Operational EBITDA and Consolidated ~~(Loss) Gain~~Loss from Continuing Operations Before Income Taxes

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2019			2018			2019			2018			2020			2019			2020			2019
Print Systems	$	20		$	11		$	32		$	20
Enterprise Inkjet Systems		(3	)		2			(6	)		3
Kodak Software		2			1			1			3
Brand, Film and Imaging		(1	)		(3	)		(10	)		(15	)
Advanced Materials and 3D Printing Technology		(4	)		(2	)		(9	)		(10	)
Eastman Business Park		—			0			(1	)		(3	)
Traditional Printing													$	5		$	21		$	7		$	36
Digital Printing														(3	)		(3	)		(8	)		(9	)
Advanced Materials and Chemicals														(6	)		(6	)		(22	)		(24	)
Brand														3			2			7			5
Total of reportable segments		14			9			7			(2	)		(1	)		14			(16	)		8
All Other														—			—			—			(1	)
Depreciation and amortization		(14	)		(17	)		(43	)		(54	)		(9	)		(14	)		(29	)		(43	)
Restructuring costs and other		(3	)		(9	)		(7	)		(13	)		(1	)		(3	)		(9	)		(7	)
Stock based compensation		(1	)		(2	)		(6	)		(5	)		(17	)		(1	)		(18	)		(6	)
Consulting and other costs ⁽¹⁾		(2	)		(4	)		(7	)		(11	)		(4	)		(2	)		(5	)		(7	)
Idle costs ⁽²⁾		(1	)		(1	)		(4	)		(2	)		(1	)		(1	)		(2	)		(4	)
Former CEO separation agreement compensation		—			—			(2	)		—			—			—			—			(2	)
Other operating (expense) income, net, excluding income from transition services agreement ⁽³⁾		(12	)		10			(14	)		12
Other operating (loss) income, net, excluding income from transition services agreement ⁽³⁾														—			(12	)		6			(14	)
Interest expense ⁽⁴⁾		(4	)		(2	)		(12	)		(6	)		(3	)		(4	)		(11	)		(12	)
Pension income excluding service cost component ⁽⁴⁾		26			35			79			99			26			26			79			79
Other income (charges), net ⁽⁴⁾		(6	)		4			(7	)		(13	)
Consolidated (loss) income from continuing operations before income taxes	$	(3	)	$	23		$	(16	)	$	5
Loss on early extinguishment of debt ⁽⁴⁾														(2	)		—			(2	)		—
Other charges, net ⁽⁴⁾														(432	)		(6	)		(387	)		(7	)
Consolidated loss from continuing operations before income taxes													$	(444	)	$	(3	)	$	(394	)	$	(16	)

Kodak increased workers’ compensation reserves by approximately $9 million and $2 million in the third quarters of 2020 and 2019, respectively, driven by changes in discount rates. The increase in reserves in the third quarter of 2020 impacted gross profit by approximately $6 million, SG&A by approximately $2 million and R&D by approximately $1 million. The increase in reserves in the third quarter of 2019 impacted gross profit by approximately $1 million and SG&A by approximately $1 million.

Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”).

As demonstrated in the above table, Operational EBITDA represents the earnings (loss) from continuing operations excluding the provision for income taxes; non-service cost components of pension and OPEB income; depreciation and amortization expense; restructuring costs; stock-based compensation expense; consulting and other costs; idle costs; former ~~CEO~~Chief Executive Officer (“CEO”) separation agreement compensation; other operating ~~(expense)~~(loss) income, net (unless otherwise indicated); ~~goodwill impairment losses;~~ interest expense; loss on early extinguishment of debt and other ~~(income)~~ charges, net.

Kodak’s segments are measured using Operational EBITDA both before and after allocation of corporate selling, general and administrative expenses (“SG&A”). The segment earnings measure reported is after allocation of corporate SG&A as this most closely aligns with U.S. GAAP. Research and Development activities not directly related to the other segments are reported within the Advanced Materials and ~~3D Printing Technology~~Chemicals segment.

During the first quarter of 2019 the segment measure was changed to exclude the costs, net of any rental income received, of underutilized portions of certain properties. Additionally, the allocation of costs from EBP to the Brand, Film and Imaging segment and Advanced Materials and 3D Printing Technology segment as tenants of EBP and to each of the segments as users of shared corporate space at the global headquarters changed. Prior year results have been revised to reflect these changes.

Discontinued operations of Kodak include the former Flexographic Packaging segment comprised of Kodak’s Flexographic Packaging Business (“FPD”).

Kodak consummated the sale of certain assets of FPD to the Purchaser on April 8, 2019 for net cash consideration at closing, in addition to the assumption by Purchaser of certain liabilities of FPD, of $320 million, pursuant to the Stock and Asset Purchase Agreement (“SAPA”) signed in November 2018 and amended in March 2019. Assets and liabilities of FPD in China were transferred at a deferred closing on July 1, 2019 for net cash consideration of $5.9 million at closing and a promissory note for $1.4 million in addition to the assumption by Purchaser of certain liabilities of FPD, in accordance with the SAPA. Kodak operated FPD in China, subject to certain covenants, until the deferred closing occurred. The promissory note was reduced by a true-up payment of $0.2 million owed by Kodak to the Purchaser which reflected the actual economic benefit attributable to the operation of FPD in China from the time of the initial closing through the time of the deferred closing.

The divested business has the right to use Kodak’s corporate brand for a 10-year period related to Covered Products (as defined in the SAPA) for no additional consideration. Therefore, $10 million of consideration received for the sale of FPD was recognized as deferred revenue related to the brand license. The deferred revenue is reported in Long-term liabilities in the Consolidated Statement of Financial Condition and will be recognized as revenue over the term of the license. Proceeds were allocated between the sale of FPD and the brand license based on their relative fair values.

Kodak recognized an after- tax gain on the sale of FPD of $212 million in the nine months ~~ending September 30, 2019.~~

Simultaneously with entering into the SAPA, the Company and the Purchaser entered into an Earn-out Agreement, pursuant to which the Company will be entitled to an aggregate of up to $35 million in additional cash consideration if FPD achieves agreed EBITDA targets for 2018 ($10 million earn-out), 2019 ($10 million earn-out) and 2020 ($15 million earn-out). The EBITDA target for 2018 was not achieved.

On April 16, 2019 the Purchaser paid Kodak $15 million as a prepayment for services and products to be provided by Kodak to the Purchaser. The Purchaser has the option to satisfy its payment obligations to Kodak through a reduction of the prepayment balance or in cash. As ofended September 30, 2019 and the ~~remaining prepayment balance is $8 million.~~year ended December 31, 2019.

The results of operations of FPD are classified as discontinued operations in the Consolidated Statement of Operations for all periods presented. Direct operating expenses of the discontinued operations are included in the results of discontinued operations. Indirect expenses that were historically allocated to the discontinued operations have been included in the results of continuing operations. Prior period results have been reclassified to conform to the current period presentation. Additionally, the assets and liabilities associated with FPD are classified as held for sale at December 31, 2018.

	Three Months Ended						Nine Months Ended					Three Months Ended					Nine Months Ended
	September 30,						September 30,					September 30,					September 30,
(in millions)	2019			2018			2019			2018		2020		2019			2020		2019
Revenues	$	—		$	36		$	44		$	111	$	—	$	—		$	—	$	44
Cost of revenues		—			22			28			66		—		—			—		28
Selling, general and administrative expenses		—			5			10			13		—		—			—		10
Research and development costs		—			2			2			6		—		—			—		2
Interest expense		—			7			7			20		—		—			—		7
Gain on divestiture		(4	)		—			(214	)		—		—		(4	)		—		(214	)
Income (loss) from discontinued operations before taxes		4			—			211			6
(Benefit) provision for income taxes		(1	)		1			5			6
Income (loss) from discontinued operations	$	5		$	(1	)	$	206		$	—
Income from discontinued operations before taxes													—		4			—		211
Provision for income taxes													—		(1	)		—		5
Income from discontinued operations												$	—	$	5		$	—	$	206

After the initial closing, Kodak was required to use a portion of the proceeds from the sale of FPD to repay $312 million of the loans under the Term Credit Agreement. Interest expense on debt that was required to be repaid as a result of the sale was allocated to discontinued operations.

A~~pproximately $6 million of transaction costs are included in Selling, general and administrative expenses in the year-to-date period ending September 30, 2019.~~

~~Depreciation and amortization of long-lived assets of FPD included in discontinued operations ceased as of December 1, 2018.~~

Assets held for sale at December 31, 2018 include the assets and liabilities of the FPD business and the assets and liabilities of Kodak (China) Graphics Communication Co. Ltd., including the offset printing plates facility in Xiamen, China.

~~The following table presents the aggregate carrying amount of major assets and liabilities of FPD:~~

A dedicated entity of FPD had intercompany receivables with Kodak of approximately $5 million as of December 31, 2018 that were part of the transaction but are not reflected in the table above as these amounts have been eliminated in deriving the consolidated financial statements.

On August 3, 2019 Kodak reached an agreement with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) to establish a strategic relationship in the People’s Republic of China. The relationship is comprised of an agreement for Kodak to sell its shares of the Kodak (China) Graphic Communication Co. Ltd. entity which includes the offset printing plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang, a supply agreement from HuaGuang to Kodak and a license agreement under which Kodak licenses its plates technology to HuaGuang to sell into the plates market in China. The relationship was established at a closing on September 1, 2019 for net cash consideration at closing, in addition to the assumption by HuaGuang of certain liabilities, of $30 million and promissory notes of $8 million representing the outstanding amount of net intercompany receivables owed by Kodak to the Kodak (China) Graphic Communication Co. Ltd at the time of closing. Promissory note payments are being paid by HuaGuang monthly as Kodak remits payments to the Kodak (China) Graphic Communication Co. Ltd. for the outstanding intercompany receivables. The outstanding balance of the promissory notes as of September 30, 2019 is $4 million.

The relationship with HuaGuang includes a license agreement under which Kodak licenses its plates technology to HuaGuang. Therefore, $13 million of the $30 million of consideration received was recognized as licensing revenue in the Print Systems segment in the three months ended September 30, 2019. Proceeds were allocated between the sale of the business and the intellectual property license based on their relative fair values.

~~The following table presents the aggregate carrying amount of major assets and liabilities the offset printing plates facility in Xiamen, China:~~

Current assets held for sale as of September 30, 2019 in the Consolidated Statement of Financial Position included $2 million of assets under contract for sale not associated with either the FPD or HuaGuang transactions.

Kodak, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates, which may adversely affect its results of operations and financial position. Kodak manages such exposures, in part, with derivative financial instruments. Foreign currency forward contracts are used to mitigate currency risk related to foreign currency denominated assets and liabilities. Kodak’s exposure to changes in interest rates results from its investing and borrowing activities used to meet its liquidity needs. Kodak does not utilize financial instruments for trading or other speculative purposes.

Kodak’s foreign currency forward contracts are not designated as hedges and are marked to market through net (loss) earnings at the same time that the exposed assets and liabilities are remeasured through net (loss) earnings (both in Other (income) charges, net in the Consolidated Statement of Operations).

The notional amount of such contracts open at September 30, ~~2019~~2020 and December 31, ~~2018~~2019 was approximately ~~$376~~$350 million and ~~$415~~$332 million, respectively. The majority of the contracts of this type held by Kodak as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 are denominated in euros, Japanese yen, Chinese renminbi and Swiss francs.

The net effect of foreign currency forward contracts in the results of operations is shown in the following table:

	Three Months Ended						Nine Months Ended					Three Months Ended					Nine Months Ended
	September 30,						September 30,					September 30,					September 30,
(in millions)	2019			2018			2019		2018			2020			2019		2020			2019
Net (loss) gain from derivatives not designated as hedging instruments	$	(1	)	$	(2	)	$	2	$	(8	)
Net (gain) loss from derivatives not designated as hedging instruments												$	(4	)	$	1	$	(6	)	$	(2	)

Kodak had no derivatives designated as hedging instruments for the ~~quarter~~three and nine months ended September 30, ~~2019~~2020 and ~~2018.~~2019.

In the event of a default under the ABL Credit Agreement, or a default under any derivative contract or similar obligation of Kodak, subject to certain minimum thresholds, the derivative counterparties would have the right, although not the obligation, to require immediate settlement of some or all open derivative contracts at their then-current fair value, but with liability positions netted against asset positions with the same counterparty.

As discussed in Note 7,8, “Debt and Finance Leases”, the Company concluded that the ~~Convertible~~ Notes ~~are~~were considered more akin to a debt-type instrument and that the economic characteristics and risks of the embedded conversion features and term extension option were not considered clearly and closely related to the ~~Convertible~~ Notes. The embedded conversion features not considered clearly and closely related are the conversion at the option of the holder (“Optional Conversion”) and the conversion in the event of a fundamental change or reorganization (“Fundamental Change or Reorganization Conversion”). Accordingly, these embedded conversion features and term extension option were bifurcated from the ~~Convertible~~ Notes and separately accounted for on a combined basis as a single derivative asset or liability. The embedded conversion features and term extension option were revalued as of August 3, 2020, when the Initial Conversion Shares were issued, resulting in the recognition of $407 million of expense for a pro-rata portion of the embedded conversion features and term extension option. The remaining embedded conversion features and term extension option were revalued again as of the Mandatory Conversion date, resulting in the recognition of $9 million of net expense. With the conversion of the Notes in the third quarter of 2020, the embedded conversion features and term extension option expired. The derivative iswas in a liability position at ~~September 30,~~December 31, 2019 and iswas reported in Other long-term liabilities in the Consolidated Statement of Financial Position. The derivative iswas being accounted for at fair value with changes in fair value ~~being~~ reported in Other charges, net in the Consolidated Statement of Operations.

As discussed in Note 8,9, “Redeemable, Convertible, Series A Preferred Stock”, the Company concluded that the Series A Preferred Stock is considered more akin to a debt-type instrument and that the economic characteristics and risks of the embedded conversion features, except where the conversion price was increased to the liquidation preference, were not considered clearly and closely related to the Series A Preferred Stock. The embedded conversion features not considered clearly and closely related are the conversion at the option of the holder (“Optional Conversion”); the ability of Kodak to automatically convert the stock after the second anniversary of issuance (“Mandatory Conversion”) and the conversion in the event of a fundamental change or reorganization (“Fundamental Change or Reorganization Conversion”). Accordingly, these embedded conversion features were bifurcated from the Series A Preferred Stock and separately accounted for on a combined basis as a single derivative asset or liability. The derivative iswas in ~~an asset~~a liability position at ~~both~~ September 30, ~~2019~~2020 and December 31, ~~2018,~~2019 and iswas reported in Other long-term ~~assets~~liabilities in the Consolidated Statement of Financial Position. The derivative is being accounted for at fair value with changes in fair value being reported in Other charges, net in the Consolidated Statement of Operations.

Fair values of Kodak’s foreign currency forward contracts are determined using observable inputs (Level 2 fair value measurements) and are based on the present value of expected future cash flows (an income approach valuation technique) considering the risks involved and using discount rates appropriate for the duration of the contracts. The gross fair value of foreign currency forward contracts in an asset position are reported in Other current assets and the gross fair value of foreign currency forward contracts in a liability position are reported in Other current liabilities in the Consolidated Statement of Financial Position. The gross fair value of forward contracts in an asset position as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 was $0$2 million and $3$1 million, respectively. The gross fair value of foreign currency forward contracts in a liability position as of both September 30, ~~2019~~2020 and December 31, ~~2018~~2019 was ~~$1 million, for both periods.~~$0 million.

Transfers between levels of the fair value hierarchy are recognized based on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels of the fair value hierarchy during the ~~quarter~~three and nine months ended September 30, ~~2019.~~2020.

The fair value of the embedded conversion features and term extension option for the Notes were revalued as of August 3, 2020, and again at September 30, 2020. The fair value of the embedded derivative at each conversion date was calculated based on the fair value of the shares issued less the fair value of debt. The fair value of shares issued is based on the weighted average stock price on the time of day the shares were transferred for August 3, 2020, and the closing stock price as of September 30, 2020. The fair value of debt is based on pricing models based on the value of related cash flows discounted at current market interest rates.

The following table presents the key inputs in the determination of fair value for the embedded conversion features and termination option derivatives ~~are~~at each conversion date:

Except as discussed above for the fair value determined at the time of conversion, the fair value of the embedded conversion features and term extension option derivatives were calculated using unobservable inputs (Level 3 fair measurements). The value of the Optional Conversion associated with both the ~~Convertible~~ Notes and Series A Preferred Stock iswas calculated using a binomial lattice model. The value of the term extension option ~~reflects~~reflected the probability weighted average value of the ~~Convertible~~ Notes using the original maturity date and a hypothetical extended maturity date, with all other contractual terms unchanged.

The following tables present the key inputs in the determination of fair value for the embedded conversion features and termination option derivatives:

	Valuation Date						Valuation Date
	September 30,			December 31,			September 30,			December 31,
	2019			2018			2020			2019
Total value of embedded derivative asset ($ millions)	$	5		$	4
Total value of embedded derivative liability ($ millions)							$	9		$	1
Kodak's closing stock price	$	2.64		$	2.55		$	8.82		$	4.65
Expected stock price volatility		89.16	%		95.55	%		146.96	%		104.61	%
Risk free rate		1.62	%		2.46	%		0.12	%		1.58	%
Yield on the preferred stock		19.20	%		23.77	%		13.13	%		16.27	%

The Fundamental Change and Reorganization Conversion values at issuance were calculated as the difference between the total value of the ~~Convertible~~ Notes or Series A Preferred Stock, as applicable, and the sum of the net present value of the cash flows if the ~~Convertible~~ Notes are repaid at their initial maturity date or Series A Preferred Stock is redeemed on its fifth anniversary and the values of the other embedded derivatives. The Fundamental Change and Reorganization Conversion values reduce the value of the embedded conversion features and term extension option derivative liability. Other than events ~~which~~that alter the likelihood of a fundamental change or reorganization event, the value of the Fundamental Change and Reorganization Conversion reflects the value as of the issuance date, amortized for the passage of time. The Fundamental Change and Reorganization Conversion value for the Series A Preferred Stock exceeded the value of the Optional Conversion and Mandatory Conversion values at both September 30, 2019 and December 31, 2018 resulting in the Series A Preferred Stock derivative being reported as an asset.

The fair values of long-term debt (Level 2 fair value measurements) are determined by reference to quoted market prices of similar instruments, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates. The fair values of long-term borrowings were ~~$105~~$17 million and $5$111 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. At December 31, 2018, the fair value of current portion of long-term debt was also determined by reference to quoted market prices of similar instruments, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates. The fair value of current portion of long-term debt was $378 million at December 31, 2018.

The carrying values of cash and cash equivalents, ~~and~~ restricted cash and the current portion of long-term debt approximate their fair values at both September 30, ~~2019~~2020 and December 31, ~~2018. The fair value of the current portion of long-term debt at September 30, 2019 approximates its carrying value.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report on Form 10-Q includes “forward–looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995.

Forward–looking statements include statements concerning Kodak’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, investments, financing needs and business trends and other information that is not historical information. When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” “strategy,” “continues,” “goals,” ~~“targets”~~“targets,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and similar expressions, as well as statements that do not relate strictly to historical or current facts, are intended to identify forward–looking statements. All forward–looking statements, including management’s examination of historical operating trends and data, are based upon Kodak’s expectations and various assumptions. Future events or results may differ from those anticipated or expressed in the forward-looking statements. Important factors that could cause actual events or results to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in the Company’s Annual Report on Form 10–K for the year ended December 31, ~~2018~~2019 under the headings “Business,” “Risk Factors,” “Legal Proceedings,” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” in the corresponding sections of this report on Form 10-Q and the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, ~~2019~~2020 and June 30, ~~2019,~~2020, and in other filings the Company makes with the SEC from time to time, as well as the following:

There may be other factors that may cause Kodak’s actual results to differ materially from the forward–looking statements. All forward–looking statements attributable to Kodak or persons acting on its behalf apply only as of the date of this report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included or referenced in this document. Kodak undertakes no obligation to update or revise forward–looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law.

Kodak is a global ~~commercial printing~~technology company focused on print and ~~imaging company with proprietary technologies in~~advanced materials ~~science, digital imaging science~~ and chemicals. Kodak provides industry-leading hardware, software, and deposition processes (methods whereby one or more layers of various materials in gaseous, liquid or small particle form are deposited on a substrate in precise quantities and positions). Kodak leverages its core technology productsconsumables and services primarily to ~~develop~~customers in commercial print, packaging, publishing, manufacturing and entertainment. Kodak is committed to environmental stewardship and ongoing leadership in developing sustainable solutions. Its broad portfolio of superior products, responsive support and world-class research and development (“R&D”) make Kodak solutions a smart investment for ~~the graphic communications market~~customers looking to improve their profitability and ~~is developing products for the functional printing markets~~. ~~Kodak also offers brand licensing and intellectual property opportunities and provides products and services for motion pictures and other commercial films.~~drive growth.

Revenue decreased ~~$14~~$63 million and ~~$66~~$181 million when compared to the prior year quarter and ~~first nine months (4% and 7%, respectively)~~year-to-date periods, respectively, (20% in each period), including the ~~unfavorable~~favorable impact of currency ($~~5 million and $25~~4 million) in the current year quarter and ~~first nine months, respectively~~.unfavorable impact of currency ($1 million) in the year- to-date period.

The film industry and segments within the print industry face competition from digital substitution. Kodak’s strategy is to:

A discussion of opportunities and challenges related to Kodak’s strategy follows:

None of the Traditional Printing segment’s manufacturing facilities were ordered to close by governmental authorities. Many of the segment’s customers around the globe continued to operate, but at decreased volumes. Therefore, demand for the segment’s products declined. The Traditional Printing segment may also be impacted by supply chain disruptions and travel restrictions. With the decline in customer demand, manufacturing volumes were reduced. The duration and extent of demand declines and then recovery is unclear. Manufacturing employees are being temporarily furloughed, as necessary, under reduced production plans. The segment is utilizing furloughs and pay-cuts for non-manufacturing employees in a way which will allow continued operation and product development.

None of the Digital Printing segment’s manufacturing facilities were ordered to close by governmental authorities. Many of the segment’s customers around the globe continued to operate, but at decreased volumes. Therefore, demand for the segment’s products declined. The Digital Printing segment may also be impacted by supply chain disruptions and travel restrictions. With the decline in customer demand, manufacturing volumes were reduced. The duration and extent of demand declines and then recovery is unclear. Manufacturing employees are being temporarily furloughed, as necessary, under reduced production plans. The segment is utilizing furloughs and pay-cuts for non-manufacturing employees in a way which will allow continued operation and product development.

Advanced Materials and Chemicals has experienced adverse impacts from the COVID-19 pandemic, most notably in Motion Picture where the industry has been heavily impacted and productions in affected regions have been suspended. None of the Advanced Materials and Chemicals segment’s manufacturing facilities were ordered to close by governmental authorities. However, each of the segment’s product lines was impacted by lowered demand and may also be impacted by supply chain disruptions and travel restrictions. The duration and extent of demand declines and then recovery is unclear. Manufacturing volumes were reduced due to the customer demand decline in the near-term. Manufacturing employees are being temporarily furloughed, as necessary, under reduced production plans.

Effective January 1, 2020 Kodak ~~has six reportable segments:~~changed its organizational structure. Prepress Solutions, formerly part of the Print ~~Systems;~~Systems segment, now operates as a separate segment named the Traditional Printing segment. Electrophotographic Printing Solutions, formerly part of the Print Systems segment, was combined with the Enterprise Inkjet ~~Systems;~~Systems segment and Kodak ~~Software;~~Software segment to form the Digital Printing segment. The Brand, Film and ~~Imaging;~~Imaging segment, except for the licensing of the Kodak brand to third parties, was combined with the Advanced Materials and 3D Printing ~~Technology~~segment to form the Advanced Materials and Chemicals segment. The licensing of the Kodak brand to third parties operates as a separate segment named the Brand segment. The Eastman Business ~~Park.~~Park segment is no longer a reportable segment. A description of the reportable segments follows.

Kodak has four reportable segments: Traditional Printing, Digital Printing, Advanced Materials and Chemicals and Brand. The balance of Kodak’s continuing operations, which do not meet the criteria of a reportable segment, are reported in All Other and primarily represent the Eastman Business Park operations.

The ~~Print Systems~~Traditional Printing segment is comprised of Prepress Solutions, which includes Kodak’s digital offset plate offerings and computer-to-plate imaging ~~solutions, and Electrophotographic~~solutions. The Traditional Printing ~~Solutions, which offers high-quality digital printing solutions using electrically charged toner-based technology. The Print Systems~~ segment provides digital and traditional product and service offerings to a variety of commercial industries, including commercial print, direct mail, book publishing, newspapers and magazines and packaging.

While the businesses in this segment are experiencing competitive pricing pressures, innovations in Kodak product lines that can command premium prices offset some of the long-term market price erosion. Additionally, Kodak seeks to mitigate the impact of market dynamics on pricing and volume pressures and of increases in manufacturing costs, including aluminum prices, through a combination of price increases, commodity contracts, improved production efficiency and cost reduction initiatives.

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

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

The Traditional Printing segment also provides service and support related to these products.

The Digital Printing segment contains Electrophotographic Printing Solutions, Prosper, Versamark and Software. Digital Printing products include high-quality digital printing solutions using electrically charged toner-based technology, production press systems, consumables (primarily ink), inkjet components, software and services. Digital Printing products are distributed directly by Kodak and indirectly through dealers.

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

The Enterprise Inkjet Systems segment contains the Prosper business and the Versamark business. The Enterprise Inkjet Systems products include production press systems, consumables (primarily ink), inkjet components and services.

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

The ~~Brand, Film~~Advanced Materials and ~~Imaging~~Chemicals segment is comprised of ~~five~~four lines of business: ~~Consumer Products,~~ Industrial Film and Chemicals, Motion Picture, Advanced Materials and Functional Printing and Kodak Services for Business (“KSB”). Kodak’s Advanced Materials and ~~Kodakit.~~

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

~~Advanced Materials~~The Brand segment Includes licensing of the Kodak brand to third parties. Kodak currently licenses its brand for use with a range of products including batteries, digital and ~~3D Printing Technology segment will also pursue partnership opportunities~~instant print cameras and camera accessories, printers, and apparel. Kodak intends to ~~commercialize functional materials and printed electronics technologies. These partnerships may include non-recurring engineering payments for Kodak~~continue efforts to ~~further develop such technologies into products. Advanced Materials~~grow its portfolio of brand licenses to generate both ongoing royalty streams and ~~3D Printing Technology segment also provides a wide range of analytical services to external clients at market rates.~~upfront payments. Brand licensees use the Kodak brand on their products and use their own distribution channels.

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

Segment Operational EBITDA and Consolidated Loss from Continuing Operations Before Income Taxes

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2019			2018			2019			2018			2020			2019			2020			2019
Print Systems	$	20		$	11		$	32		$	20
Enterprise Inkjet Systems		(3	)		2			(6	)		3
Kodak Software		2			1			1			3
Brand, Film and Imaging		(1	)		(3	)		(10	)		(15	)
Advanced Materials and 3D Printing Technology		(4	)		(2	)		(9	)		(10	)
Eastman Business Park		—			—			(1	)		(3	)
Traditional Printing													$	5		$	21		$	7		$	36
Digital Printing														(3	)		(3	)		(8	)		(9	)
Advanced Materials and Chemicals														(6	)		(6	)		(22	)		(24	)
Brand														3			2			7			5
All Other														—			—			—			(1	)
Depreciation and amortization		(14	)		(17	)		(43	)		(54	)		(9	)		(14	)		(29	)		(43	)
Restructuring costs and other		(3	)		(9	)		(7	)		(13	)		(1	)		(3	)		(9	)		(7	)
Stock based compensation		(1	)		(2	)		(6	)		(5	)		(17	)		(1	)		(18	)		(6	)
Consulting and other costs ⁽¹⁾		(2	)		(4	)		(7	)		(11	)		(4	)		(2	)		(5	)		(7	)
Idle costs ⁽²⁾		(1	)		(1	)		(4	)		(2	)		(1	)		(1	)		(2	)		(4	)
Former CEO separation agreement compensation		—			—			(2	)		—			—			—			—			(2	)
Other operating (expense) income, net, excluding income from transition services agreement ⁽³⁾		(12	)		10			(14	)		12			—			(12	)		6			(14	)
Interest expense ⁽⁴⁾		(4	)		(2	)		(12	)		(6	)		(3	)		(4	)		(11	)		(12	)
Pension income excluding service cost component ⁽⁴⁾		26			35			79			99			26			26			79			79
Other income (charges), net ⁽⁴⁾		(6	)		4			(7	)		(13	)
Consolidated (loss) income from continuing operations before income taxes	$	(3	)	$	23		$	(16	)	$	5
Loss on early extinguishment of debt ⁽⁴⁾														(2	)		—			(2	)		—
Other charges, net ⁽⁴⁾														(432	)		(6	)		(387	)		(7	)
Consolidated loss from continuing operations before income taxes													$	(444	)	$	(3	)	$	(394	)	$	(16	)

Kodak increased workers’ compensation reserves by approximately $9 million and $2 million in the third quarters of 2020 and 2019, respectively, driven by changes in discount rates The increase in reserves in the third quarter of 2020 impacted gross profit by approximately $5 million, SG&A by approximately $3 million and R&D by approximately $1 million. The increase in reserves in the third quarter of 2019 impacted gross profit by approximately $1 million and SG&A by approximately $1 million.

Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”). Operational EBITDA represents the earnings (loss) from continuing operations excluding the provision for income taxes; non-service cost components of pension and OPEB income; depreciation and amortization expense; restructuring costs; stock-based compensation expense; consulting and other costs; idle costs; former CEO separation agreement compensation; other operating (expense) income, net (unless otherwise indicated); ~~goodwill impairment losses;~~ interest expense; loss on early extinguishment of debt and other ~~income (charges),~~charges, net.

Kodak’s segments are measured using Operational EBITDA both before and after the allocation of corporate ~~selling, general and administrative~~SG&A expenses. The segment earnings measure reported is after allocation of corporate SG&A as this most closely aligns with U.S. GAAP. Research and development activities not directly related to the other segments are reported within the Advanced Materials and ~~3D Printing Technology~~Chemicals segment.

	Three Months Ended September 30,															Nine Months Ended September 30,															Three Months Ended September 30,															Nine Months Ended September 30,
(in millions)	2019			% of Sales			2018			% of Sales			$ Change			2019			% of Sales			2018			% of Sales			$ Change			2020			% of Sales			2019			% of Sales			$ Change			2020			% of Sales			2019			% of Sales			$ Change
Revenues	$	315					$	329					$	(14	)	$	913					$	979					$	(66	)	$	252					$	315					$	(63	)	$	732					$	913					$	(181	)
Cost of revenues		262						279						(17	)		778						846						(68	)		221						262						(41	)		644						778						(134	)
Gross profit		53			17	%		50			15	%		3			135			15	%		133			14	%		2			31			12	%		53			17	%		(22	)		88			12	%		135			15	%		(47	)
Selling, general and administrative expenses		48			15	%		53			16	%		(5	)		161			18	%		170			17	%		(9	)		56			22	%		48			15	%		8			138			19	%		161			18	%		(23	)
Research and development costs		11			3	%		12			4	%		(1	)		33			4	%		37			4	%		(4	)		8			3	%		11			3	%		(3	)		25			3	%		33			4	%		(8	)
Restructuring costs and other		3			1	%		9			3	%		(6	)		7			1	%		13			1	%		(6	)		1			0	%		3			1	%		(2	)		9			1	%		7			1	%		2
Other operating expense (income), net		10			3	%		(10	)		(3	)%		20			10			1	%		(12	)		(1	)%		22
Other operating (income) expense, net																																(1	)		(0	)%		10			3	%		(11	)		(11	)		(2	)%		10			1	%		(21	)
Loss from continuing operations before interest expense, other charges, net and income taxes		(19	)		(6	)%		(14	)		(4	)%		(5	)		(76	)		(8	)%		(75	)		(8	)%		(1	)		(33	)		(13	)%		(19	)		(6	)%		(14	)		(73	)		(10	)%		(76	)		(8	)%		3
Interest expense		4			1	%		2			1	%		2			12			1	%		6			1	%		6			3			1	%		4			1	%		(1	)		11			2	%		12			1	%		(1	)
Pension income excluding service cost component		(26	)		(8	)%		(35	)		(11	)%		9			(79	)		(9	)%		(99	)		(10	)%		20			(26	)		(10	)%		(26	)		(8	)%		—			(79	)		(11	)%		(79	)		(9	)%		—
Other charges (income), net		6			2	%		(4	)		(1	)%		10			7			1	%		13			1	%		(6	)
(Loss) earnings from continuing operations before income taxes		(3	)		(1	)%		23			7	%		(26	)		(16	)		(2	)%		5			1	%		(21	)
Loss on early extinguishment of debt																																2			1	%		—			0	%		2			2			0	%		—			0	%		2
Other charges, net																																432			171	%		6			2	%		426			387			53	%		7			1	%		380
Loss from continuing operations before income taxes																																(444	)		(176	)%		(3	)		(1	)%		(441	)		(394	)		(54	)%		(16	)		(2	)%		(378	)
Provision for income taxes		7			2	%		3			1	%		4			12			1	%	��	7			1	%		5			1			0	%		7			2	%		(6	)		167			23	%		12			1	%		155
(Loss) earnings from continuing operations		(10	)		(3	)%		20			6	%		(30	)		(28	)		(3	)%		(2	)		(0	)%		(26	)
Income (loss) from discontinued operations, net of income taxes		5			2	%		(1	)		0	%		6			206			(23	)%		—			0	%		206
Loss from continuing operations																																(445	)		(177	)%		(10	)		(3	)%		(435	)		(561	)		(77	)%		(28	)		(3	)%		(533	)
Income from discontinued operations, net of income taxes																																—			0	%		5			2	%		(5	)		—			0	%		206			23	%		(206	)
Net (loss) income	$	(5	)		(2	)%	$	19			6	%	$	(24	)	$	178			19	%	$	(2	)		(0	)%	$	180		$	(445	)		(177	)%	$	(5	)		(2	)%	$	(440	)	$	(561	)		(77	)%	$	178			19	%	$	(739	)

For the three months ended September 30, ~~2019~~2020 revenues declined ~~$14~~$63 million compared with the same period in ~~2018,~~2019, driven by volume declines and unfavorable pricing within ~~Print Systems~~Traditional Printing ($828 million and $5$4 million, respectively), and volume declines in ~~Enterprise Inkjet Systems~~Digital Printing and Advanced Materials and Chemicals ($916 million and $11 million, respectively). The revenue declines were offset by improved pricing and product mix in Advanced Materials and Chemicals ($3 million) and ~~unfavorable~~favorable foreign currency ($54 million). ~~Intellectual~~The prior year period also included intellectual property licensing revenue ~~of $13 million related to~~($13 million) associated with the HuaGuang relationship entered into in ~~the three months ended~~ September ~~30, 2019 positively impacted results.~~2019. See segment discussions for additional details.

For the nine months ended September 30, ~~2019~~2020 revenues declined ~~$66~~$181 million compared with the same period in ~~2018,~~2019, driven by volume declines and unfavorable pricing and product mix within ~~Print Systems~~Traditional Printing ($2990 million and ~~$13~~$11 million, respectively), volume declines in ~~Enterprise Inkjet Systems~~Digital Printing and Advanced Materials and Chemicals ($~~10 million), volume declines in Kodak Software ($4 million)~~43 million and $40 million, respectively) and unfavorable foreign currency ($251 million). ~~Intellectual~~The revenue declines were offset by improved pricing and product mix in Advanced Materials and Chemicals ($11 million) and favorable mix of products in Digital Printing ($5 million). The prior year period also included intellectual property licensing revenue ~~of $13 million related to~~($13 million) associated with the HuaGuang relationship ~~positively impacted results.~~entered into in September 2019. See segment discussions for additional details.

~~The improvement in gross~~Gross profit for the three months ended September 30, ~~2019 of~~2020 declined approximately $3$22 million compared with the same period in 2018 reflected intellectual property licensing revenue of $13 million related to the HuaGuang relationship and lower depreciation and amortization ($4 million). The gross profit improvements were largely offset by lower2019 reflecting volume ~~and~~declines, unfavorable pricing and product mix in ~~Print Systems ($2 million and $5 million, respectively)~~Traditional Printing (each $4 million), volume declines ~~equipment inventory write-downs due to~~in Advanced Materials and Chemicals and Digital Printing (each $3 million) and an increase in workers’ compensation reserves ($4 million) partially offset by favorable pricing and product mix in Advanced Materials and Chemicals ($4 million) and lower ~~selling prices combined~~depreciation and amortization expenses ($5 million) across all segments. The prior year period also included intellectual property licensing revenue ($13 million) associated with ~~unfavorable manufacturing costs~~the HuaGuang relationship entered into in ~~Enterprise Inkjet Systems ($1 million and $4 million, respectively).~~September 2019. See segment discussions for additional details.

~~The improvement in gross~~Gross profit for the nine months ended September 30, ~~2019 of~~2020 declined approximately $2$47 million compared with the same period in ~~2018 reflected~~2019 reflecting volume declines, unfavorable pricing and product mix as well as increased costs in Traditional Printing ($11 million, $13 million and $8 million, respectively), volume declines and increased costs Advanced Materials and Chemicals ($11 million and $8 million, respectively), volume declines and unfavorable costs in Digital Printing ($3 million and $5 million) and an increase in workers’ compensation reserves ($4 million) partially offset by favorable pricing and product mix in Advanced Materials and Chemicals ($11 million), favorable mix of products in Digital Printing ($3 million) and lower depreciation and amortization expenses ($14 million). The prior year period also included intellectual property licensing revenue ~~of $13 million related to~~($13 million) associated with the HuaGuang relationship entered into in ~~the three months ended~~ September 30, 2019 and cost improvements in Brand, Film and Imaging ($7 million), lower aluminum costs ($3 million), refunds of aluminum tariffs paid by Kodak in the last half of 2018 in Print Systems ($2 million) and lower depreciation and amortization expense ($11 million). The positive impacts were offset by lower volume and unfavorable pricing and product mix in Print Systems ($3 million and $12 million, respectively), lower volume in Enterprise Inkjet Systems and Kodak Software (each $3 million), unfavorable product mix in Brand, Film and Imaging ($3 million), unfavorable manufacturing costs and equipment inventory write-downs in Enterprise Inkjet Systems ($7 million) and unfavorable foreign currency ($2 million).2019. See segment discussions for additional details.

Consolidated SG&A increased $8 million and decreased $5$23 million for the ~~quarter~~three-and nine-month periods ended September 30, ~~2019 primarily due~~2020, respectively. The increase in Consolidated SG&A for the three months ended September 30, 2020 was driven by increased stock compensation expense ($17 million) as discussed in Note 20, Stock-Based Compensation, an increase of $4 million in consulting and project costs with the internal and external investigations that started in the quarter as well as the $2 million impact to SG&A of the increase in workers’ compensation reserves. These increases were partially offset by lower investment in segment selling and marketing activities driven by cost reduction efforts ($~~2 million) as well as lower consulting~~12 million for the quarter and ~~project costs ($2 million)~~$34 million year-to-date). ~~Consolidated SG&A decreased $9~~The temporary furloughs and pay cuts in the current quarter provided approximately $7 million of the $17 million savings in the three months ending September 30, 2020 and $18 million of the $34 million in the nine months ending September 30, 2020. The nine-month period ended September 30, 2019 ~~primarily due to lower investment in segment selling and marketing activities ($8 million) and lower consulting and project costs ($4 million) partially offset by~~also included $2 million of compensation ~~included in~~related to the former CEO separation ~~agreement.~~agreement while the nine-month period ending September 30, 2020 included increased bad debt expense primarily attributed to increased collection risk related to the COVID-19 pandemic ($3 million).

Consolidated R&D expenses decreased $1$3 million and $4$8 million for the quarter and ~~nine months~~year-to-date periods ended September 30, ~~2019~~2020, respectively, primarily due to ~~the reduced level of investment across the segments.~~cost reduction efforts.

~~Interest expense of $7 million~~The change in Other charges, net was ~~allocated~~primarily driven by the embedded conversion features derivative liability associated with the Notes. Refer to ~~discontinued operations~~Note 15, “Other Charges, Net” and Note 25, “Financial Instruments”.

The Provision for income taxes in the ~~three months ended September 30, 2018. Interest expense~~year-to-date period was primarily driven by the $167 million provision associated with the establishment of ~~$7 million and $20 million was allocated~~a valuation allowance on deferred tax assets outside the U.S. Refer to ~~discontinued operations for the nine months ended September 30, 2019 and 2018, respectively.~~

The Income from discontinued operations in the prior year periods primarily represents the gain recognized on the sale of the FPD business in April 2019. Refer to Note 24, “Discontinued Operations”.

The decrease in ~~Print Systems~~Traditional Printing revenues for the three months ended September 30, ~~2019~~2020 of approximately $41 million reflected volume and pricing declines ($22 million and $4 million, respectively) in Prepress Solutions consumables and volume declines in Prepress Solutions service ($2 million) and Prepress equipment ($4 million), partially offset by favorable foreign currency ($3 million). In addition, the prior year period included $13 million of intellectual property licensing revenue associated with the HuaGuang relationship. The volume declines were primarily driven by COVID-19 pandemic related declines in customer demand.

The decrease in Traditional Printing revenues for the nine months ended September 30, 2020 of approximately $115 million primarily reflected volume and pricing declines ($976 million and $3 million, respectively) in Prepress Solutions consumables, pricing declines in Electrophotographic Printing Solutions consumables and service ($2 million), as well as unfavorable foreign currency ($3 million) partially offset by the intellectual property licensing revenue related to the HuaGuang relationship ($13 million) and favorable product mix in Prepress Solutions equipment ($2 million).

~~The decrease in Print Systems revenues for the nine months ended September 30, 2019 of approximately $48 million primarily reflected volume and pricing declines ($23 million and $9~~$14 million, respectively) in Prepress Solutions consumables and ~~service,~~ volume declines ~~and unfavorable pricing~~ in ~~Electrophotographic Printing~~Prepress Solutions ~~consumables and~~ service ($~~3 million~~5 million) and ~~$5 million, respectively), unfavorable~~Prepress equipment ($9 million) offset by favorable pricing and product mix ~~in Electrophotographic Printing Solutions equipment~~ ($3 million) ~~and unfavorable foreign currency ($19 million) partially offset by~~in Prepress equipment. In addition, the prior year period included $13 million of intellectual property licensing revenue ~~related to~~associated with the HuaGuang ~~relationship ($13 million).~~relationship. The volume declines were primarily driven by COVID-19 pandemic related declines in customer demand.

~~Print Systems~~Traditional Printing Operational EBITDA for the three months ended September 30, ~~2019 improved $9~~2020 declined $16 million ~~compared to~~reflecting volume and pricing declines ($2 million and $4 million, respectively) in Prepress Solutions consumables, volume declines in Prepress service ($1 million), and higher manufacturing costs ($3 million) driven by unfavorable cost absorption from the volume declines partially offset by lower SG&A expenses ($6 million) and lower aluminum costs in the current year ($2 million). In addition, the prior year ~~reflecting the~~period included $13 million of intellectual property licensing revenue ~~related to~~associated with the HuaGuang relationship ($13 million), manufacturing cost improvements ($2 million) in Electrophotographic Printing Solutions, lower investment in sales and marketing activities ($1 million) and favorable foreign currency ($1 million) partially offset by pricing declines ($3 million) in Prepress Solutions consumables and service, unfavorable pricing in Electrophotographic Printing Solutions consumables and service and unfavorable manufacturing costs in Prepress Solutions (both $2 million).

~~Print Systems~~Traditional Printing Operational EBITDA for the nine months ended September 30, ~~2019 improved $12~~2020 declined $29 million ~~compared~~primarily due to the prior year reflecting the intellectual property licensing revenue related to the HuaGuang relationship ($13 million), lower investment in sales and marketing activities ($4 million), lower manufacturing costs ($4 million) in Electrophotographic Printing Solutions, refunds of aluminum tariffs which were paid by Kodak in the last half of 2018 ($2 million) in Prepress Solutions consumables and the favorable impact of currency ($3 million) partially offset by volume and pricing declines ($38 million and $8$14 million, respectively) in Prepress Solutions consumables, ~~and service and unfavorable pricing~~volume declines in ~~Electrophotographic Printing Solutions consumables and~~Prepress service ($42 million), higher manufacturing costs driven by unfavorable cost absorption from the volume declines ($9 million), aluminum tariff refunds received in 2019 ($2 million) and an increase in bad debt expense ($1 million) partially offset by lower SG&A expenses ($17 million) and lower aluminum costs in the current year ($6 million). In addition, the prior year period included $13 million of intellectual property licensing revenue associated with the HuaGuang relationship.

During 2018 U.S. tariffs imposed on aluminum purchases were included as part of the cost of printing plates sold. In January 2019, Kodak received retroactive exemptions onfrom U.S. tariffs ~~for~~on aluminum. Due to the exemptions, all aluminum tariffs paid by Kodak in prior periods ~~have been~~were recognized as a cost reduction in the ~~current~~prior year-to-date period.

	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended September 30,									Nine Months Ended September 30,
(in millions)	2019			2018			$ Change			2019			2018			$ Change			2020			2019			$ Change			2020			2019			$ Change
Revenues	$	29		$	39		$	(10	)	$	90		$	103		$	(13	)	$	56		$	70		$	(14	)	$	173		$	211		$	(38	)

Operational EBITDA	$	(3	)	$	2		$	(5	)	$	(6	)	$	3		$	(9	)	$	(3	)	$	(3	)	$	—		$	(8	)	$	(9	)	$	1
Operational EBITDA as a % of revenues		(10	)%		5	%					(7	)%		3	%					(5	)%		(4	)%					(5	)%		(4	)%

The decline in ~~Enterprise Inkjet Systems~~Digital Printing revenues for the three months ended September 30, ~~2019~~2020 of approximately ~~$10~~$14 million primarily reflected ~~lower~~ volume ~~of PROSPER systems~~declines in Electrophotographic Printing Solutions consumables and service ($~~5 million), lower volume of PROSPER components ($2~~7 million) and ~~lower volume of VERSAMARK service and consumables~~Electrophotographic Printing Solutions equipment ($14 million) ~~due to declines in~~which were driven by the ~~installed base of VERSAMARK systems.~~

~~The~~ decline in ~~Enterprise Inkjet Systems revenues for~~customer demand with the ~~nine months ended September 30, 2019 of approximately $13 million primarily reflected lower~~COVID-19 pandemic. There were also volume ~~of VERSAMARK service and consumables ($6 million) due to~~ declines in the installed base of VERSAMARK systems, lower volume of PROSPER components ($6 million), lower volume of PROSPER systems ($1 million) and the unfavorable impact of currency ($2 million) partially offset by higher volume of PROSPER service and consumables ($3 million).

Enterprise Inkjet Systems Operational EBITDA for the three months ended September 30, 2019 declined $5 million driven by equipment inventory write-downs due to pricing declines combined with unfavorable manufacturing costs, and lower volume in PROSPER components (each $1 million) and unfavorable manufacturing costs for both Prosper annuities and Versamark (each $1 million).

Enterprise Inkjet Systems Operational EBITDA for the nine months ended September 30, 2019 declined $9 million primarily driven by equipment inventory write-downs due to pricing declines in PROSPER systems ($5 million), lower volume of PROSPER components ($2 million), lower volume of VERSAMARK service and consumables ($2 million) due to both declines in the installed base of VERSAMARK systems ~~unfavorable manufacturing costs ($2 million)~~ and the ~~unfavorable impact of currency ($1 million) partially offset by volume improvements in PROSPER service and consumables ($2 million) and a lower level of investment in R&D activities ($2 million).~~COVID 19 pandemic.

~~Kodak Software~~The decline in Digital Printing revenues for the ~~three and~~ nine months ended September 30, ~~2019 declined $1~~2020 of approximately $38 million primarily reflected volume declines in Electrophotographic Printing Solutions consumables and service ($22 million), Electrophotographic Printing Solutions equipment ($8 million), PROSPER consumables and service ($5 million), PROSPER systems ($3 million) and Software ($3 million) which were driven by the decline in customer demand with the COVID-19 pandemic. There were also volume declines in VERSAMARK service and consumables ($8 million) due to both declines in the installed base of VERSAMARK systems and the COVID 19 pandemic. The impact of the volume declines was partially offset by improved volume in PROSPER components ($7 million) and improved pricing in PROSPER components and PROSPER systems ($2 million and ~~$5 million primarily due to lower volumes ($1 million and $4~~$1 million, respectively).

~~Kodak Software~~Digital Printing Operational EBITDA ~~improved $1 million~~ for the ~~quarter~~three months ended September 30, ~~2019 primarily due to a~~2020 was flat reflecting higher manufacturing costs in Electrophotographic Printing Solutions ($2 million), volume declines in Electrophotographic Printing Solutions consumables and service ($1 million), volume declines in VERSAMARK service and consumables ($1 million) and an increase in workers’ compensation reserves ($2 million) offset by improved volume in PROSPER components ($1 million), inventory write-downs driven by pricing declines in PROSPER systems in the prior year quarter ($1 million) and lower ~~level of investment in sales and marketing and R&D activities~~SG&A costs ($13 million).

~~Kodak Software~~Digital Printing Operational EBITDA ~~declined $2 million in~~for the nine months ended September 30, ~~2019 compared to the prior year period primarily due to~~2020 improved $1 million driven by improved volume in PROSPER components ($4 million), volume changes in Electrophotographic Printing Solutions equipment ($2 million) and Prosper Systems ($1 million), improved pricing in PROSPER systems ($1 million) and PROSPER components ($1 million) and lower ~~volumes~~SG&A costs ($9 million) offset by higher manufacturing costs in Electrophotographic Printing Solutions ($9 million), volume declines in Electrophotographic Printing Solutions consumables and service ($4 million), PROSPER consumables and service ($2 million), VERSAMARK service and consumables ($3 million) and an increase in workers’ compensation reserves ($2 million).

	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended September 30,									Nine Months Ended September 30,
(in millions)	2019			2018			$ Change		2019			2018			$ Change		2020			2019			$ Change			2020			2019			$ Change
Revenues	$	56		$	54		$	2	$	159		$	159		$	—	$	44		$	53		$	(9	)	$	124		$	153		$	(29	)

Operational EBITDA	$	(1	)	$	(3	)	$	2	$	(10	)	$	(15	)	$	5	$	(6	)	$	(6	)	$	—		$	(22	)	$	(24	)	$	2
Operational EBITDA as a % of revenues		(2	)%		(6	)%				(6	)%		(9	)%				(14	)%		(11	)%					(18	)%		(16	)%

~~The increase in Brand, Film~~Advanced Materials and ~~Imaging~~Chemicals revenues for the three months ended September 30, ~~2019 of approximately $2~~2020 declined $9 million ~~was~~ primarily ~~due to higher revenues~~from volume declines in Motion Picture ($35 million) driven by ~~higher volume~~productions halted as a result of ~~color negative film and volume improvements in~~the COVID 19 pandemic, Industrial Film and Chemicals ($23 million) ~~partially offset by volume declines in~~primarily due to the COVID-19 pandemic’s impacts on its customers and Consumer Inkjet ~~Systems~~Solutions ($2 million), driven by lower sales of ink to the existing installed base of printers.

Additionally, current year revenues for Kodak Services for Business declined ($1 million) primarily due to operations in Asia being impacted by the COVID-19 pandemic, and the prior year period included revenues from Kodakit ($1 million) which ceased operating in January 2020. Partially offsetting these impacts was improved pricing in Industrial Film and Chemicals ($3 million) driven by higher pricing for professional and consumer still photographic film.

~~Brand, Film~~Advanced Materials and ~~Imaging~~Chemicals revenues for the nine months ended September 30, ~~2019 were unchanged compared to~~2020 declined $29 million primarily from volume declines in Motion Picture ($17 million) driven by productions halted as a result of the ~~prior year period~~pandemic, Industrial Film and Chemicals ($9 million) primarily due to ~~volume declines in~~COVID-19 pandemic’s impacts on its customers, and Consumer Inkjet ~~Systems~~Solutions ($56 million) driven by lower sales of ink to the existing installed base of ~~printers~~printers. Additionally, current year revenues for Kodak Services for Business declined ($5 million) primarily due to operations in Asia being impacted by the COVID-19 pandemic, and ~~lower volume~~the prior year period included revenues from Kodakit ($3 million) which ceased operations in January 2020. Partially offsetting these impacts was improved pricing and improved product mix in Industrial Film and Chemicals ($11 million) driven by higher pricing and ~~unfavorable foreign currency (each $3 million) partially offset by~~ favorable ~~volume~~product mix in ~~Motion Picture ($7 million).~~ professional and consumer still photographic film and higher pricing for solvents.

~~Brand, Film~~Advanced Materials and ~~Imaging~~Chemicals Operational EBITDA remained flat for the three months ended September 30, ~~2019 improved $2 million compared with the prior year quarter primarily reflecting higher~~2020 as lower selling and administrative expenses ($4 million), favorable pricing ($3 million) in Industrial Film and Chemicals, and lower R&D costs ($1 million) offset volume declines in Motion Picture ($2 million) and ~~favorable product mix~~Consumer Inkjet Solutions ($1 million), unfavorable cost impacts in Motion Picture ($1 million) and an increase in workers’ compensation reserves ($2 million).

Advanced Materials and Chemicals Operational EBITDA improved $2 million for the nine months ended September 30, 2020 primarily due to ~~Date~~favorable pricing ($11 million) in Industrial Film and Chemicals. Also contributing to the improvement were lower selling and administrative expenses ($11 million) and lower R&D costs ($3 million). Partially offsetting were volumes declines in Motion Picture ($6 million), Industrial Film and Chemicals ($2 million) and Consumer Inkjet Solutions ($3 million) as well as unfavorable cost impacts in Industrial Film and Chemicals ($5 million) and Motion Picture ($2 million) driven by unfavorable cost absorption and an increase in workers’ compensation reserves ($2 million).

Brand ~~Film~~revenues for the three and ~~Imaging Operational~~nine months ended September 30, 2020 remained flat compared to the prior year quarter and year-to-date periods. The $2 million improvement in Brand EBITDA for the nine months ended September 30, ~~2019 improved $5 million compared with the prior year period~~2020 was primarily ~~reflecting cost improvements across film manufacturing ($5 million), volumes improvements in Motion Picture ($2 million) and SG&A reductions ($2 million) offset by declines in Consumer Inkjet Systems~~ driven by lower ~~sales of ink to the existing installed base of printers~~selling and ~~volume declines in Industrial Film and Chemicals (each $2 million).~~

Advanced Materials and 3D Printing Technology Operational EBITDA for the three months ended September 30, 2019 declined by approximately $2 million primarily reflecting a change in product mix, the product mix in the current year period includes less licensing revenue. ~~Advanced Materials and 3D Printing Technology Operational EBITDA for the nine months ended September 30, 2019 improved $1 million primarily due to a lower level of investment in R&D activities.~~

~~Eastman Business Park Operational EBITDA for the nine months ended September 30, 2019 improved by $2 million compared to the prior year period primarily due to lower utility and maintenance~~marketing costs.

Kodak recorded $3$1 million and $8$9 million of charges for the ~~quarter~~three and nine months ended September 30, ~~2019,~~2020, respectively, ~~$1 million of which was reported~~ in ~~Income from discontinued operations for the nine months ended September 30, 2019~~Restructuring costs and other in the Consolidated Statement of ~~Operations, with the remainder reported as Restructuring costs and Other.~~Operations.

Kodak made cash payments related to restructuring of approximately $3 million and $7$13 million during the ~~quarter~~three and nine months ended September 30, ~~2019,~~2020, respectively.

The restructuring actions implemented in the first nine months of ~~2019~~2020 are expected to generate future annual cash savings of approximately ~~$10~~$13 million. These savings are expected to reduce future annual Cost of revenues and SG&A expenses by $2 million and $8$11 million, respectively. Kodak began realizing a portion of these savings in the first nine months of 2020 and expects the majority of the annual savings to be in effect by the end of the ~~first quarter of 2020~~year as actions are completed.

Updates to critical accounting policies and estimates in Kodak’s 2019 Annual Report on Form 10-K are presented in this section. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2019 Annual Report on Form 10-K for a complete discussion of all Kodak’s critical accounting policies.

Valuation and Useful Lives of Long-Lived Assets, Including Goodwill and Intangible Assets

Goodwill is tested for impairment at a level of reporting referred to as a reporting unit, which is an operating segment or one level below an operating segment (a component) if the component constitutes a business for which discrete financial information is available and regularly reviewed by segment management. As a result of the change in segments that became effective as of January 1, 2020, Kodak’s goodwill reporting units changed. The Digital Printing segment has three goodwill reporting units: Electrophotographic Printing Solutions, Prosper and Versamark, and Software. The Advanced Materials and Chemicals segment has three goodwill reporting units: Motion Picture and Industrial Films and Chemicals, Advanced Materials and Functional Printing and Kodak Services for Business. The Traditional Printing segment, Brand segment and Eastman Business Park segment each have one goodwill reporting unit.

Kodak performed interim tests of impairment for goodwill as of June 30, 2020 due to the continued uncertainty regarding the negative impact of the COVID-19 pandemic on its operations, and as of March 31, 2020, due to the decline in market capitalization as of that date since the last goodwill impairment test (December 31, 2019) and the uncertainty regarding the negative impact of the COVID-19 pandemic at that time. Kodak utilized the discounted cash flow method to estimate the fair value of all reporting units for both tests. Kodak established an estimate of future cash flows for the period ranging from July 1, 2020 to December 31, 2024 for the June 30, 2020 interim test, and April 1, 2020 to December 31, 2024 for the March 31, 2020 interim test. The future cash flows were discounted to present value. The expected cash flows were derived from earnings forecasts and assumptions regarding the timing and impact of the COVID-19 pandemic on each reporting unit as of each applicable interim test date. The discount rates are estimated based on an after-tax weighted average cost of capital (“WACC”) for each reporting unit reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company specific risk premium for each reporting unit reflecting the risk associated with the overall uncertainty of the financial projections. Discount rates of 16% to 55% were utilized in the June 30, 2020 valuation, and 21% to 55% for the March 31, 2020 valuation, both based on Kodak’s best estimates of the after-tax weighted-average cost of capital of each reporting unit as of the applicable valuation date.

A terminal value was included for all reporting units at the end of the cash flow projection period to reflect the remaining value that the reporting unit is expected to generate. The terminal value was calculated using either the constant growth method based on the cash flows of the final year of the discrete period or the H-model, which assumes the growth during the terminal period starts at a higher rate and declines in a linear manner over a specified transition period toward a stable growth rate.

Based upon the results of Kodak’s June 30, 2020 and March 31, 2020 analyses, no impairment of goodwill was indicated. No interim impairment test for goodwill was deemed necessary as of September 30, 2020. Impairment of goodwill could occur in the future if a reporting unit’s fair value changes significantly, if Kodak’s market capitalization significantly declines, if a reporting unit’s carrying value changes materially compared with changes in its fair value, or as a result of changes in operating segments or reporting units.

Kodak updated the fair value of the Kodak trade name as of June 30, 2020 and March 31, 2020. The fair value of the Kodak trade name was valued using the income approach, specifically the relief from royalty method based on the following significant assumptions: (a) forecasted revenues ranging from July 1, 2020 to December 31, 2024 for the June 30, 2020 interim test, and April 1, 2020 to December 31, 2024 for the March 31, 2020 interim test, both valuations included a terminal year with growth rates ranging from -3% to 2.5% (b) an after-tax royalty rate of 0.4% of expected net sales, and (c) discount rates ranging from 16% to 25% for the June 30, 2020 interim test, and 23% to 32% for the March 31, 2020 interim test. The discount rates are based on the after-tax weighted-average cost of capital.

Based on the results of Kodak’s March 31, 2020 assessment, the carrying value of the Kodak trade name exceeded its fair value and Kodak recorded a pre-tax impairment charge of $3 million.

Based on the results of Kodak’s June 30, 2020 assessment, the fair value of the Kodak trade name exceeded its’ carrying value. No interim impairment test for the Kodak tradename was deemed necessary as of September 30, 2020. Impairment of the Kodak trade name could occur in the future if estimated revenues decline or if there are significant changes in the discount or royalty rates. A one percent increase in the discount rate and a 10 percent miss in expected revenues would impact the fair value of the Kodak trade name by $2 million as of June 30, 2020.

Long-lived assets other than goodwill and indefinite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. When evaluating long-lived assets for impairment, the carrying value of an asset group is compared to its estimated undiscounted future cash flows. An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset group. The impairment is the excess of the carrying value over the fair value of the long-lived asset group.

Kodak updated its estimate of undiscounted cash flows for each asset group as of June 30, 2020 and March 31, 2020 using a probability weighted approach in determining the likelihood of possible adverse impacts from the COVID-19 pandemic as of each applicable interim test date. Based on the results of the interim impairment tests, no impairment indicators were noted. Impairment of long-lived assets other than goodwill and indefinite lived intangible assets could occur in the future if expected estimated future cash flows decline or if there are significant changes in the estimated useful life of the assets.

Kodak is facing liquidity challenges due to operating losses and low or negative ~~operating~~ cash ~~flow.~~flow from operations and collateral needs. Kodak has ~~eliminated current debt service requirements by paying down~~$87 million of letters of credit issued under the ~~Term~~ABL Credit Agreement ~~using proceeds from the sale of FPD and refinancing the remaining balance through the issuance of the Convertible Notes~~ which ~~do not require any debt service until conversion or maturity~~matures on May 26, 2021. The Series A Preferred Stock must be redeemed on November ~~1, 2021. However,~~15, 2021 if not converted prior to then. Kodak has ongoing significant cash requirements to fund ~~ongoing~~ operations, restructuring programs, pension and other postretirement obligations, and other obligations. Kodak’s plans to return to sustainable positive cash flow include growing revenues profitably, reducing operating expenses, ~~simplifying~~continuing to simplify the organizational structure, generating cash from selling orand leasing underutilized assets and paring investment in new technology by eliminating or delaying product development programs. Additionally, the Company looks to implement ways to reduce collateral needs in the U.S.

Kodak’s products are sold and serviced in numerous countries across the globe with more than half of sales generated outside the U.S. Current global economic conditions are highly volatile due to the COVID-19 pandemic. The ~~current~~conversion of accounts receivable to cash ~~balance outside~~is taking longer and collection risk has increased since before the pandemic. The economic uncertainty surrounding the COVID-19 pandemic is an additional complexity in Kodak’s plans to return to sustainable positive cash flow. To mitigate the economic impacts of ~~China,~~the pandemic Kodak is employing temporary furloughs and pay reductions and adjusting manufacturing volumes to meet changing expectations around production requirements. The Company is also seeking to take advantage of any available government incentives around the world in response to the COVID-19 pandemic such as employee related tax deferrals or holidays, wage subsidies and loan programs including those under the U.S. CARES Act, although the Company has not yet been able to take advantage of any loan programs and may not qualify for any loans under the programs created under the U.S. CARES Act. Many of the available government incentives for which the Company qualifies are in the form of deferrals of payments that will be required to be paid in the future.

Refer to the Going Concern section of Note 1, “Basis of Presentation and Recent Accounting Pronouncements”; Note 7,8, "Debt and Finance Leases," and Note 8,9, “Redeemable, Convertible Series A Preferred Stock” in the Notes to Financial Statements for further discussion. Refer to Note 2, “Cash, Cash Equivalents and Restricted Cash” for a reconciliation of cash, cash equivalents and restricted cash.

	September 30,		December 31,		September 30,		December 31,
(in millions)	2019		2018		2020		2019
Cash, cash equivalents, restricted cash and cash in assets held for sale	$	279	$	267
Cash, cash equivalents and restricted cash					$	241	$	290

	Nine Months Ended									Nine Months Ended
	September 30,									September 30,
(in millions)	2019			2018			Change			2020			2019			Change
Cash flows from operating activities:
Net cash used in operating activities	$	(4	)	$	(79	)	$	75		$	(48	)	$	(4	)	$	(44	)
Cash flows from investing activities:
Net cash provided by (used in) investing activities		315			(16	)		331
Net cash (used in) provided by investing activities											(9	)		315			(324	)
Cash flows from financing activities:
Net cash used in financing activities		(295	)		(10	)		(285	)
Effect of exchange rate changes on cash		(4	)		(8	)		4
Net increase (decrease) in cash, cash equivalents and restricted cash	$	12		$	(113	)	$	125
Net cash provided by (used in) financing activities											10			(295	)		305
Effect of exchange rate changes on cash and restricted cash											(2	)		(4	)		2
Net (decrease) increase in cash, cash equivalents, restricted cash and cash in assets held for sale										$	(49	)	$	12		$	(61	)

Net cash used in operating activities ~~improved $75~~increased $44 million for the nine months ended September 30, ~~2019~~2020 as compared with the corresponding period in ~~2018~~2019 primarily due to ~~lower~~increased cash ~~spend on inventory,~~use for accounts payable and other liabilities, including the payment of $6 million of interest upon the conversion of the Notes, partially offset by higher ~~build~~reductions of accounts ~~payable (including the impact of the supply contract with HuaGuang),~~receivable in 2020. Additionally, cash used in operations in 2019 benefitted from the allocation of $10 million of the proceeds from the divestiture of FPD as consideration for a brand license, the allocation of $13 million of the proceeds from entering the relationship with HuaGuang as consideration for an intellectual property license receipt and the receipt of a $15 million prepayment for transition services, products, and other services as a part of the divestiture of ~~FPD partially offset by lower cash operating earnings.~~FPD.

Net cash provided by investing activities ~~improved $331~~decreased $324 million for the nine months ended September 30, ~~2019~~2020 as compared with the corresponding period in ~~2018~~2019 due to the proceeds from the sale of FPD ~~and reduced capital spend.~~in the prior year.

Net cash ~~used in~~provided by financing activities ~~increased $285 million~~ in the nine months ended September 30, ~~2019 as compared with~~2020 improved $305 million favorably to the corresponding period in ~~2018~~2019 driven by the current year proceeds received from option exercises, the prior year repayment of the Term Credit Agreement and the prior year payment of contingent consideration partially offset by the issuance of the ~~Convertible Notes.~~Notes and the proceeds from the RED – Rochester borrowing and the current year payment of preferred stock dividends.

Available liquidity includes cash balances and the unused portion of the ABL Credit Agreement. The ~~ABL Credit Agreement had $20 million of net availability (“Excess Availability”) as of September 30, 2019. The~~ amount of available liquidity is subject to fluctuations and includes cash balances held by various entities worldwide. At September 30, ~~2019~~2020 and December 31, ~~2018~~2019 approximately ~~$84~~$108 million and ~~$117~~$72 million, respectively, of cash and cash equivalents were held within the U.S. and approximately ~~$141~~$85 million and ~~$131~~$161 million, respectively, of cash and cash equivalents ~~and cash in assets held for sale~~ were held outside the U.S. Cash balances held outside the U.S. are generally required to support local country operations and may have high tax costs or other limitations that delay the ability to repatriate, and therefore may not be readily available for transfer to other jurisdictions. Kodak utilizes cash balances outside the U.S. to fund needs in the U.S. through the use of inter-company loans.

As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, outstanding inter-company loans to the U.S. were ~~$403~~$436 million and ~~$390~~$408 million, respectively, which includes short-term inter-company loans from Kodak’s international finance center of ~~$105~~$138 million and ~~$92~~$110 million, respectively. In China, where approximately ~~$71~~$22 million and ~~$59~~$89 million of cash and cash equivalents was held as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, there are limitations related to net asset balances that may impact the ability to make cash available to other jurisdictions in the world. On May 12, 2020, a Chinese subsidiary of Kodak transferred approximately $70 million to a U.S. subsidiary of Kodak that was used in an inter-company transaction. Under the terms of the ABL Credit Agreement, the Company is permitted to invest up to $100 million in subsidiaries and joint ventures that are not party to the ABL Credit Agreement.

On ~~April 16, 2019,~~January 27, 2020 Kodak exercised its right under the ~~Purchaser paid Kodak~~ABL Credit Agreement to permanently reduce lender commitments, reducing the commitments from $150 million to $120 million. As a result, the minimum Excess Availability decreased to $15 million from the previous minimum of $18.75 million.

On March 27, 2020, the Company and the Subsidiary Guarantors entered into the Amendment with the Lenders and Bank of America, N.A., as administrative and collateral agent. The Amendment decreased the available asset-based revolving loans (the “ABL Loans”) and letters of credit from an aggregate amount of up to $120 million to $110 million, subject to the Borrowing Base.

As a result of the additional reduction in lender commitments, the ~~U.S. as a prepayment for transition services and products and services~~minimum Excess Availability decreased to be$13.75 million from the previous amount of $15 million.

The changes provided by ~~Kodak~~the Amendment to the ~~Purchaser. Kodak has provided a $15~~Excess Availability and Equipment Availability combined with increases in Eligible Receivables and Eligible Inventory allowed the Company to decrease Eligible Cash by $13 million ~~guaranty, supported by cash collateral in China, to~~at the ~~Purchaser. The Purchaser has the option to satisfy its payment obligations to Kodak through a reduction~~time of the ~~prepayment balance~~amendment without causing Excess Availability to fall below 12.5% of lender commitments.

The Amendment also changed Equipment Availability from (i) the lesser of 75% of Net Orderly Liquidation Value of Eligible Equipment or ~~in cash. When~~$6 million to (ii) the ~~Purchaser satisfies its payment obligations to Kodak~~lesser of 70% of Net Orderly Liquidation Value of Eligible Equipment or $14.75 million as of March 31, 2020. The Equipment Availability was $14.75 million for September 30, 2020. The $14.75 million amount decreases by ~~utilizing its prepayment balance, Kodak can follow a guaranty amendment process to reduce~~$1 million per quarter starting on July 1, 2020 until maturity or the amount is decreased to $0, whichever comes first.

The Company had issued approximately $87 million and $80 million of ~~its guaranty and cash collateral supporting~~letters of credit under the ~~prepayment balance. As~~ABL Credit Agreement as of September 30, 2020 and December 31, 2019, respectively. Under the ~~remaining prepayment balance~~ABL Credit Agreement the Company is $8required to maintain Excess Availability above 12.5% of lender commitments ($13.75 million at September 30, 2020). If Excess Availability is below 12.5% of lender commitments the Company has the ability to fund amounts into the Eligible Cash account which will increase Excess Availability for purposes of the previous month-end compliance reporting. The Company had approximately $20 million of Excess Availability under the ABL Credit Agreement for the September 30, 2020 compliance reporting and $22 million of Excess Availability under the ABL Credit Agreement as of December 31, 2019. To maintain Excess Availability of greater than 12.5% of lender commitments ($13.75 million and $18.75 million as of September 30, 2020 and December 31, 2019, respectively), Kodak funded $21 million and $22 million to the ~~cash collateral supporting Kodak’s guaranty~~Eligible Cash account held with the ABL Credit Agreement Administrative Agent as of September 30, 2020 and December 31, 2019, respectively, which is ~~$10 million.~~

~~On August 3, 2019 Kodak reached an agreement with Lucky HuaGuang Graphics Co. Ltd (“HuaGuang”) to establish a strategic relationship~~classified as Restricted Cash in the ~~People’s Republic~~Consolidated Statement of China. The relationship is comprised of an agreement for Kodak to sell its shares of the Kodak (China) Graphic Communication Co. Ltd. entity which includes the offset printing plates facility in Xiamen, China, and related assets and liabilities, to HuaGuang, a supply agreement for HuaGuang to help Kodak fulfill customer demand and a license agreement under which Kodak licenses its plates technology to HuaGuang with the intent of expanding the plates market in China. The relationship was established at a closing on September 1, 2019. At the closing Kodak received net cash proceeds of $30 million, of which $13 million was received in the United States. As part of the closing, an escrow of $14 million was established by Kodak in China to secure minimum payments required under the supply agreement.Financial Position.

Under the ABL Credit Agreement, if Excess Availability ~~($20 million at September 30, 2019)~~ falls below 12.5% of lender ~~commitments ($18.75 million at September 30, 2019)~~commitments), Kodak would be required to be in compliance with the minimum Fixed Charge Coverage Ratio (the only financial covenant in the ABL Credit Agreement) and could become subject to cash dominion control. In addition to Eligible Cash, the borrowing base is supported by Eligible Receivables, Eligible Inventory and Eligible Equipment. To the extent the assets supporting the borrowing base decline and/or letters of credit issued under the ABL Credit Agreement increase, if the remaining assets included in the borrowing base are not sufficient to support the required Excess Availability amount, funding of Eligible Cash may be required. Eligible Receivables, Eligible Inventory and Eligible Equipment have the meaning ascribed to these terms in the ABL Credit Agreement. Kodak intends to maintain Excess Availability above the minimum threshold. Since Excess Availability was greater than 12.5% of lender commitments ~~as of~~the September 30, ~~2019,~~2020 month-end compliance reporting date, Kodak is not required to have a minimum Fixed Charge Coverage Ratio of 1.0 to 1.0. As of September 30, ~~2019~~2020 Fixed Charges exceeded EBITDA (as defined in the ABL Credit Agreement) by approximately $2$39 million, therefore, the Fixed Charge Coverage Ratio was less than 1.0 to 1.0.

During the second quarter of 2017, the Company reduced the amount of outstanding letters of credit issued under the ABL Credit Agreement by $20 million, which increased the amount of Excess Availability by a corresponding amount, enabling the Company to release Eligible Cash. The reduction of outstanding letters of credit was primarily attributable to the substitution of partially collateralized surety bonds in place of outstanding letters of credit. As a result of the Company’s current credit ratings, during the second quarter of 2020 two surety bond holders notified the Company ~~was~~they required ~~to provide $6~~approximately $9 million of incremental collateral. The Company reduced the surety bond value by approximately $9 million in ~~letters~~July 2020 with an equivalent increase to an existing letter of credit towith the ~~issuers of the surety bonds during the third quarter of 2018.~~New York Workers’ Compensation board. The Company could be required to provide up to ~~an additional $13~~$3 million of letters of credit to the issuers of ~~the~~certain surety bonds in the future to fully collateralize the bonds.

AsThe holders of ~~September 30,~~Series A Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 5.5% per annum. Until the third quarter of 2018 all dividends owed on the Series A Preferred Stock were declared and paid when due. No quarterly dividend was declared in the third or fourth quarters of 2018 or the first and second quarters of 2019. The Company declared quarterly cash dividends in the third and fourth quarters of 2019 and ~~December 31, 2018, Kodak had funded $14 million~~the first and ~~$3 million, respectively, to~~second quarters of 2020 that were paid when due. In July 2020, the ~~Eligible Cash account held with~~Company declared and paid the ~~ABL Credit Agreement Administrative Agent which was classified as Restricted cash~~four quarterly dividends that were in arrears in the ~~Consolidated Statement~~aggregate amount of ~~Financial Position,~~$11 million. The Company declared a quarterly dividend in the third quarter of 2020 that was paid in October 2020.

On July 28, 2020 the U.S. International Development Finance Corporation signed a non-binding letter of interest to provide up to a $765 million loan to Kodak Pharmaceuticals, Inc. (“KPI”), which would be a wholly owned subsidiary of the Company that would produce pharmaceutical ingredients. The loan would be for facility upgrades and construction, provide working capital, and finance other necessary direct expenditures supporting the ~~Excess Availability amount.~~launch of KPI. As further described under Part II, Item 1A. Risk Factors, there can be no assurances that the DFC Loan will be approved or made.

Due to exercises of stock options primarily by ex-employees, the Company received approximately $29 million, net of tax payments, in July and August 2020.

Kodak made net contributions (funded plans) or paid benefits (unfunded plans) totaling approximately ~~$15~~$9 million to its defined benefit pension and postretirement benefit plans in the first nine months of ~~2019.~~2020. For the balance of ~~2019,~~2020, the forecasted contribution (funded plans) and benefit payment (unfunded plans) requirements for its pension and postretirement plans are approximately $6$8 million.

Cash flow from investing activities included ~~$11~~$13 million of capital expenditures for the nine months ended September 30, ~~2019.~~2020. Kodak expects approximately $15 ~~million to $20~~ million of total capital expenditures for ~~2019.~~2020.

Kodak maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Kodak’s reports filed or submitted under the Securities Exchange Act of 1934 (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 Kodak’s Executive Chairman and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Kodak’s management, with the participation of Kodak’s Executive Chairman and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Kodak’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form ~~10-Q. Kodak’s Executive Chairman~~10-Q and ~~Chief Financial Officer~~ have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, Kodak’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were ~~effective.~~not effective as a result of a material weakness that existed in Kodak’s internal control over financial reporting described below.

Notwithstanding the material weakness discussed below, Kodak’s management, including Kodak’s Executive Chairman and Chief Executive Officer and Chief Financial Officer, has concluded that the consolidated financial statements included in this report fairly present, in all material respects, Kodak’s financial condition, results of operations and cash flows for the periods presented, and all prior periods, in conformity with accounting principles generally accepted in the United States.

During the quarter ended September 30, 2020 the Company discovered deficiencies in controls required to safeguard Company assets. The Company did not prevent the unauthorized issuance of the Company’s common stock when previously forfeited non-qualified stock options were exercised by five former officers and employees in July 2020. Errors existed in employee equity accounts for the five former officers and employees as well as other current and former officers and employees which could have resulted in additional inappropriate exercises. Controls were inadequate with regard to the timely input and verification of master data updates for equity grants, the maintenance of audit documentation of grant activity in the repository of grants serviced by a third-party administrator, and the performance of independent reconciliations of the repository to supporting company records for the detection of errors or misstatements in employee equity account balances.

The Company has made progress towards remediation of the material weakness as of November 10, 2020 and expects to have these deficiencies remediated by December 31, 2020. Documentation and supervisory review controls around master data are being strengthened and an audit trail of stock-based compensation award additions and modifications is now being maintained. A complete reconciliation of the repository of equity grants is being performed and controls are being strengthened by employing an independent reconciliation process and ensuring appropriate segregation of duties. The Company is also working to correct the transactions and recover value for the options exercised in error.

There have been no changes in Kodak’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, Kodak’s internal control over financial reporting.

As noted above, the Company is in the process of strengthening controls to address a material weakness.

On August 13, 2020 Tiandong Tang commenced a class action lawsuit against the Company, its Executive Chairman and Chief Executive Officer and its Chief Financial Officer in Federal District Court in the District of New Jersey, and on August 26, 2020 Jimmie A. McAdams and Judy P. McAdams commenced a class action lawsuit against the Company and its Executive Chairman and Chief Executive Officer in Federal District Court in the Southern District of New York (collectively, the “Securities Class Actions”). The Securities Class Actions seek damages and other relief based on alleged violations of federal securities laws in the context of the announcement of the potential DFC Loan and Pharmaceutical Initiative discussed under Item 1A. Risk Factors below (the “Pharmaceutical Announcement”). The Company intends to vigorously defend itself against the Securities Class Actions.

In addition to the Securities Class Actions, the Company has received two requests under New Jersey law demanding, among other things, that the Company take certain actions in response to alleged breaches of fiduciary duty relating to option grants and securities transactions in the context of the Pharmaceutical Announcement and alleged proxy disclosure deficiencies. The Company is in the process of responding to these requests, and its response may serve as the basis for the requestors to bring shareholder derivative lawsuits which the Company intends to vigorously defend.

The Pharmaceutical Announcement has also given rise to investigations by several congressional committees and the SEC. The Company is cooperating in those investigations.

Kodak’s Brazilian operations are involved in various litigation matters in Brazil and have received or been the subject of numerous governmental assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former employees and contract labor. The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-added taxes and income taxes. Kodak’s Brazilian operations are disputing these matters and intend to vigorously defend their position. Kodak routinely assesses these matters as to the probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of September 30, ~~2019,~~2020, Kodak’s Brazilian Operations maintained accruals of approximately $3$2 million for claims aggregating approximately ~~$145~~$107 million inclusive of interest and penalties where appropriate. In connection with assessments and litigation in Brazil, local regulations may require Kodak’s Brazilian Operations to post security for a portion of the amounts in dispute. Generally, any encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in Kodak’s favor.

Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information currently available, Kodak does not believe that it is probable that the outcomes in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period. Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.

In addition to matters relating to Kodak’s operations, Kodak is involved in investigations being conducted by several congressional committees and the SEC stemming from events related to the announcement of the potential DFC Loan and Pharmaceutical Initiative discussed under Item 1A. Risk Factors below.

Reference is made to the Risk Factors set forth in Part ~~II,~~I, Item 1A. of the Q2 2019 Form ~~10-Q.~~10-K. The Risk Factors remain applicable from the Q2 2019 Form ~~10-Q; however,~~10-K. In particular, Kodak ~~notes~~continues to face risks associated with the COVID-19 pandemic as described in the 2019 Form 10-K under the captions “Risk Factors—Risks Relating to Kodak’s Business—Weakness or worsening of global economic conditions could adversely affect Kodak’s financial performance and liquidity” and “—Business disruptions could seriously harm Kodak’s future revenue and financial condition and increase its costs and expenses”. Certain known consequences to Kodak from the COVID-19 pandemic are disclosed in the financial statements contained in this Form 10-Q and under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” The full extent to which the COVID-19 pandemic will impact Kodak’s results will depend on future developments, which are highly uncertain and cannot be predicted at the time of this filing, including new information which may emerge concerning the scope and duration of the pandemic and the restrictions and other actions implemented to fight it, among others. Direct and indirect effects from the COVID-19 pandemic could have a material adverse effect on the continuity of Kodak’s business operations and its results of operations and financial position, particularly if such effects have an extended duration.

On July 28, 2020, the U.S. International Development Finance Corporation (the “DFC”) announced the signing of a non-binding letter of interest to provide a subsidiary of the Company with a potential $765 million loan (the “DFC Loan”) to support the launch of Kodak Pharmaceuticals, an initiative that would manufacture pharmaceutical ingredients for essential generic drugs (the “Pharmaceutical Initiative”).

As referenced in the DFC’s announcement, the signing of the letter of interest indicates Kodak’s successful completion of the DFC’s initial screening and will be followed by standard due diligence conducted by the DFC before financing is formally committed. The letter of interest is non-binding, and there can be no assurance that the ~~amendment~~DFC’s standard due diligence will be successfully completed or that, even if the due diligence is successfully completed, the DFC will proceed with the potential DFC Loan. Congressional investigations and an SEC investigation have been commenced which could affect the likelihood of the consummation of the DFC Loan. The DFC has tweeted that it will not proceed any further with the potential DFC Loan unless the recent allegations raised in the context of the potential DFC Loan have been cleared and has reported that its inspector general is conducting an internal investigation with respect to the ~~Company’s certificate~~potential DFC Loan. The potential DFC Loan has sparked intense media interest and coverage. If the DFC Loan is not made or if the findings of ~~incorporation~~the investigations are unfavorable, Kodak’s reputation could be damaged and its existing business could be adversely affected.

If the DFC Loan is ultimately consummated or Kodak proceeds with the Pharmaceutical Initiative by raising alternative capital, the Pharmaceutical Initiative will be subject to ~~restrict certain transfers~~the risks associated with Kodak’s business generally as described in the 2019 Form 10-K under the caption “Risk Factors—Risks Relating to Kodak’s Business”. Based on the developmental nature of ~~common stock~~the Pharmaceutical Initiative, if the project proceeds Kodak will face heightened risks relating to talent acquisition, construction, obtaining regulatory approvals, cost overruns, delays, product development and market development, among others. In particular, the ~~tax asset protection plan referenced~~economic success of the Pharmaceutical Initiative will depend in large part on products produced by the Pharmaceutical Initiative being able to successfully compete with pharmaceutical ingredients supplied by low-cost countries such as China and India through manufacturing and operating efficiencies, “buy American” initiatives or mandates, or otherwise. If the Pharmaceutical Initiative is not able to compete effectively or otherwise generate positive cash flow, the subsidiary operating the Pharmaceutical Initiative (the “Pharmaceutical Subsidiary”) may not be able to distribute profits to the Company or repay the DFC Loan. It is contemplated that if the Pharmaceutical Subsidiary defaults on the DFC Loan, the Company will lose its equity interest in the Pharmaceutical Subsidiary (and, indirectly, the buildings and assets contributed by Kodak to the Pharmaceutical Subsidiary in connection with the Pharmaceutical Initiative). It is not contemplated that the Company will be a guarantor of the DFC Loan or responsible to repay the DFC Loan should the Pharmaceutical Subsidiary default on the DFC Loan.

As described in the 2019 Form 10-K under the caption “Risk Factors—Risks Related to the Company’s Common Stock—The Company’s stock price has been and may continue to be volatile”, there have been and may continue to be significant fluctuations in the market price of the Company’s common stock. For example, there have been significant market price fluctuations following the recent announcement of the potential DFC Loan and Pharmaceutical Initiative. The market price of the Company’s common stock may be particularly susceptible to additional significant fluctuations based on future announcements or disclosures concerning the potential DFC Loan, the Pharmaceutical Initiative, the related congressional and SEC investigations and the related litigations and claims.

As described in the 2019 Form 10-K under the caption “Risk Factors—Risks Related to the Company’s Common Stock—The Company has registered the resale of a ~~significant~~large portion of its outstanding securities. The resale of the Company’s ~~securities~~common stock, or the perception that such resale may occur, may adversely affect the price of its common stock, the resale of a substantial number of shares of common stock in the public market, or the perception that such resale might occur, could cause the market price of the Company’s common stock to decline. On August 3, 2020, the Company issued the 29,922,956 Conversion Shares to the holders of the Converted Notes (the “Converting Holders”). Based on filings made by the Converting Holders with the SEC, the Converting Holders have sold into the market all of the 29,922,956 Conversion Shares as well as an additional 4,000,000 shares of common stock previously registered for resale ~~or certain accumulations or transfers~~by one of the ~~Company’s securities could result in a change of control of the Company and the loss of favorable tax attributes” have now been implemented.~~Converting Holders.

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum That May Be Purchased under the Plans or Programs	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾	Maximum Number of Shares That May Yet Be Purchased under the Plans or Programs
July 1 through 31		2,093	$	2.40	n/a	n/a		—		—	n/a	n/a
August 1 through 31		—	$	—	n/a	n/a		—		—	n/a	n/a
September 1 through 30		32,191	$	2.38	n/a	n/a		23,131		6.46	n/a	n/a
Total		34,284	$	2.38				23,131	$	6.46

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NEW JERSEY		16-0417150
(State or other jurisdiction of ~~incorporation)~~incorporation or organization)		(IRS Employer Identification No.)

343 STATE STREET, ROCHESTER, NEW YORK		14650
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☒☐
Non-accelerated filer	☐☒	Smaller reporting company	☒
Emerging growth company	☐

		Page
Part I.—Financial Information

Item 1.	Financial Statements	3
	Consolidated Statement of Operations (Unaudited)	3
	Consolidated Statement of Comprehensive (Loss) Income(Unaudited)	4
	Consolidated Statement of Financial Position (Unaudited)	5
	Consolidated Statement of Cash Flows (Unaudited)	6
	Consolidated Statement of Equity (Deficit) (Unaudited)	7
	Notes to Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3937
	Liquidity and Capital Resources	4950
Item 4.	Controls and Procedures	5153

Part II. —Other Information

Item 1.	Legal Proceedings	5254
Item 1A.	Risk Factors	5254
Item 2.	Unregistered Sales of EquitySecurities and Use of Proceeds	5255
Item 6.	Exhibits	5256

	Index to Exhibits	5356
	Signatures	5458

(in millions)
Fair value of Initial Conversion Shares	$	506
Fair value of Mandatory Conversion Shares		13
Carrying value of Notes		(92	)
Fair value of pro-rata share of embedded derivative at Initial Conversion		(416	)
Fair value of pro-rata share of embedded derivative at Mandatory Conversion		(9	)
Total	$	2

(in millions)
Q4 2019	$	1
2020		2
2021		1
2022 and thereafter		1
Total minimum lease payments		5
Less: unearned interest		(1	)
Less: allowance for doubtful accounts		—
Net investment in sales-type leases	$	4

($ million)	Balance at December 31, 2018		Adjustments Due to ASU 2016-02			Balance at January 1, 2019
Operating lease right-of-use assets	$	—	$	52		$	52
Operating lease liabilities		—		61			61
Deferred rent payable ⁽¹⁾		9		(9	)		—
Deferred gain on previous sale leaseback transaction ⁽¹⁾		6		(6	)		—
Net fixed assets from previous sale leaseback transaction		1		(1	)		—
Accumulated deficit		200		(5	)		195

	September 30, 2020
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net		Weighted-Average Amortization Period
Technology-based	$	99	$	80	$	19	5 years
Kodak trade name		18		—		18	Indefinite life
Customer-related		11		8		3	3 years
Total	$	128	$	88	$	40

(in millions)
Q4 2020	$	1
2021		5
2022		5
2023		4
2024		4
2025 and thereafter		3
Total	$	22

	Carrying Value		Maturity Value
Q4 2019	$	2	$	2
2020		1		1
2021		88		113
2022		2		2
2023		1		1
2024 and thereafter		14		14
Total	$	108	$	133

	Classification in the	September 30,
(in millions)	Consolidated Statement of Financial Position	2019
Assets
Operating lease assets	Operating lease right-of-use assets	$	49
Finance lease assets	Property, plant and equipment, net		5
Total lease assets		$	54

Liabilities
Current
Operating	Current portion of operating leases	$	26
Finance	Short-term borrowings and current portion of long-term debt		1
Noncurrent
Operating	Operating leases, net of current portion		34
Finance	Long-term debt, net of current portion		3
Total lease liabilities		$	64

Weighted-average remaining lease term
Operating		6 years
Finance⁽¹⁾		319 years
Weighted-average discount rate
Operating ⁽²⁾			16.50	%
Finance			6.75	%

(in millions)	Operating Leases			Finance Leases
Q4 2019	$	6		$	—
2020		27			1
2021		11			1
2022		8			1
2023		7			—
Thereafter		34			110
Total minimum lease payments		93			113
Less: amount of lease payments representing interest		33			(110	)
Present value of future minimum lease payments		60			3
Less: current obligations under leases		(26	)		—
Long-term lease obligations	$	34		$	3

(in millions)	At December 31, 2018
2019	$	20
2020		21
2021		13
2022		3
2023		3
Thereafter		7
	$	67

(in millions)
Deferred revenue on extended warranties as of December 31, 2018	$	22
New extended warranty and maintenance arrangements in 2019		73
Recognition of extended warranty and maintenance arrangement revenue in 2019		(75	)
Deferred revenue on extended warranties as of September 30, 2019	$	20

(in millions)
Deferred revenue on extended warranties as of December 31, 2019	$	21
Extended warranty and maintenance arrangements deferred in 2020		68
Recognition of extended warranty and maintenance arrangement revenue in 2020		(70	)
Deferred revenue on extended warranties as of September 30, 2020	$	19

(in millions of shares)
Weighted average shares - basic	43.0	42.7	43.0	42.7
Effect of dilutive securities
Unvested restricted stock units	—	0.3	—	—
Weighted average shares - diluted EPS calculation	43.0	43.0	43.0	42.7

(in millions of shares)
Weighted average shares — basic and diluted			64.8				43.0				50.8				43.0

	Number of Restricted Stock Units		Weighted-Average Grant Date Fair Values
Outstanding on December 31, 2019		721,801	$	3.25
Granted		351,909	$	2.91
Vested		692,751	$	3.05
Outstanding on September 30, 2020		380,959	$	3.31

	Shares Under Option		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value ($ millions)
Outstanding on December 31, 2019		6,843,079	$	10.96
Granted		2,917,464	$	5.86
Exercised		2,019,187	$	14.51
Forfeited		27,075	$	12.50
Outstanding on September 30, 2020		7,714,281	$	8.09	5.09	$	23
Exercisable on September 30, 2020		6,858,431	$	8.49	4.91	$	19
Expected to vest September 30, 2020		855,850	$	4.91	6.52	$	4

	July 27, 2020
	Option Awards
Weighted-average fair value of options granted	$	6.57
Range of risk-free interest rates	0.11% -0.30%
Weighted-average term	5.57 years
Weighted-average volatility	98%
Weighted-average expected dividend yield	0.00%

	Valuation Date
	September 30,			August 3,
	2020			2020
Total value of embedded derivative liability immediately prior to any extinguishment ($ millions)	$	9		$	429
Value of embedded derivative that expired ($ million)	$	9		$	416
Value of remaining embedded derivative liability ($ million)	$	—		$	13
Kodak's stock price⁽¹⁾	$	8.82		$	16.91
Risk free rate		0.12	%		0.12	%
Yield on the Notes		8.93	%		9.47	%

	Valuation Date
				May 24,
	September 30,			2019
	2019			(Inception)
Total value of embedded derivative liability ($ millions)	$	18		$	14
Kodak's closing stock price	$	2.64		$	2.31
Expected stock price volatility		89.16	%		92.48	%
Risk free rate		1.62	%		2.13	%
Yield on the convertible notes		12.82	%		11.98	%

(3.1)	Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit (4.1) of the Company’s Registration Statement on Form S-8 as filed on September 3, 2013).

(3.2)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit (3.1) of the Company’s Current Report on Form 8-K as filed November 16, 2016).

(3.3)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit (3.1) of the Company’s Current Report on Form 8-K as filed September 12, 2019).

(3.4)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit (3.2) of the Company’s Current Report on Form 8-K as filed September 12, 2019).

(3.5)	Fourth Amended and Restated By-Laws of Eastman Kodak Company, (Incorporated by reference to Exhibit ~~(3.1)~~(3.5) of the Company’s ~~Current~~Quarterly Report on Form ~~8-K~~10-Q for the quarterly period ended March 31, 2020 as filed on May ~~25, 2017)~~12, 2020).

~~(4.1)~~(10.1)	~~Form Amendment,~~James V. Continenza Nonqualified Stock Option Award Agreement, dated ~~September 12, 2019, to Form of Secured Convertible Note,~~July 27, 2020, filed herewith.

~~(4.2)~~	Tax Asset Protection Plan, dated as of September 12, 2019, between Eastman Kodak Company and Computershare Trust Company, N.A., as Rights Agent, which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company with respect to the Participating Preferred Stock of the Company (Incorporated by reference to Exhibit (4.1) of the Company’s Current Report on Form 8-K as filed September 12, 2019).

*(10.1)(10.2)	Eastman Kodak Company 2013 Omnibus Incentive Plan Form of ~~Quarterly Director Restricted~~Executive Nonqualifed Stock ~~Unit~~Option Award Agreement ~~(Immediate Vesting)~~(multiple tranches), filed herewith.

(10.3)	Eastman Kodak Company 2013 Omnibus Incentive Plan Form of Director Nonqualifed Stock Option Award Agreement (multiple tranches), filed herewith.

(31.1)	Certification signed by James V. Continenza, filed ~~herewith.~~herewith.

(31.2)	Certification signed by David E. Bullwinkle, filed herewith.

(32.1)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by James V. Continenza, filed ~~herewith.~~herewith.

(32.2)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by David E. Bullwinkle, filed ~~herewith~~herewith..

(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase.

(101.INS)	XBRL Instance Document.

(101.LAB)	XBRL Taxonomy Extension Label Linkbase.

(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase.

(101.SCH)	XBRL Taxonomy Extension Schema Linkbase.

(101.DEF)	XBRL Taxonomy Extension Definition Linkbase

~~Date~~Date: November ~~7, 2019~~10, 2020		/s/ Eric Samuels
		Eric Samuels
		Chief Accounting Officer and Corporate Controller
		(Chief Accounting Officer and Authorized Signatory)