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Note 2 - Emergence from Voluntary Reorganization Under Chapter 11 Proceedings | 12 Months Ended
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Dec. 31, 2013
Note 2 - Emergence from Voluntary Reorganization Under Chapter 11 Proceedings [Line Items] |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | NOTE 2: EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS PLAN OF REORGANIZATION On August 23, 2013, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the revised First Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak Company and its Debtor Affiliates (the “Plan”). On September 3, 2013 (the “Effective Date”), the Plan became effective and the Debtors emerged from the Chapter 11 Cases. On or following the Effective Date and pursuant to the terms of the Plan, the following occurred:
• | The Debtors’ obligations under the second lien notes indentures, unsecured notes indentures, stock certificates, equity interests, and / or any other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of, or ownership interest in, the Debtors or giving rise to any claim or equity interest were cancelled, except as provided under the Plan;
• | The Company’s certificate of incorporation was amended and restated to authorize the issuance of 560 million shares of stock, consisting of 60 million shares of preferred stock, no par value, and 500 million shares of common stock, par value $0.01 per share;
• | The Company entered into a senior secured first lien term loan agreement and senior secured second lien term loan agreement for an aggregate principal amount of $695 million and a $200 million senior secured asset-based revolving credit facility;
• | The Company issued 34 million shares of common stock to unsecured creditors and the Backstop Parties (as defined below) at a per share price of $11.94, for an aggregate purchase price of approximately $406 million. In addition, the Company issued 1.7 million shares of common stock to the Backstop Parties in payment of fees pursuant to the Backstop Commitment Agreement (as defined below);
• | The Company issued 6 million shares of common stock and net-share settled warrants to purchase: (i) approximately 2.1 million shares of new common stock at an exercise price of $14.93 and (ii) approximately 2.1 million shares of new common stock at an exercise price of $16.12, to the holders of general unsecured and retiree committee unsecured claims;
• | The Debtors established a liquidating trust (the “Kodak GUC Trust”) for the benefit of holders of general unsecured and retiree committee unsecured claims, into which certain avoidance actions of the Debtors were transferred;
• | The Debtors paid approximately $94 million in administrative, priority or secured claims; and
• | The Debtors resolved claims held by the Kodak Pension Plan of the United Kingdom (the “U.K. Pension Plan”) pursuant to the terms of the Global Settlement (as defined below).
Backstop Commitment Agreement and Rights Offering On June 26, 2013, the Bankruptcy Court approved the Company’s entry into a backstop commitment agreement (the “Backstop Commitment Agreement”) with GSO Capital Partners LP, on behalf of various managed funds, BlueMountain Capital Management, LLC, on behalf of various managed funds, George Karfunkel, United Equities Commodities Company, Momar Corporation and Contrarian Capital Management, LLC, on behalf of Contrarian Funds, LLC (collectively, the “Backstop Parties”), associated with rights offerings to offer eligible creditors, including the Backstop Parties, up to 34 million shares of common stock for the per share purchase price of $11.94, or an aggregate purchase price of approximately $406 million. A portion of the shares issued in the rights offerings are restricted securities for purposes of Rule 144 under the Securities Act of 1933 and may not be offered, sold or otherwise transferred absent registration under the Securities Act of 1933 or an applicable exemption from registration requirements. The shares issued to participants in the rights offerings were issued in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation D thereunder and/or Section 4(a)(2) thereof; or under Section 1145 of the Bankruptcy Code as securities of a debtor issued principally in exchange for claims against a debtor and partly in exchange for cash pursuant to a plan of reorganization. Registration Rights Agreement On the Effective Date, the Company and the Backstop Parties executed a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement, among other rights, provides the Backstop Parties with certain registration rights with respect to the common stock. Following the earlier of the filing of Kodak’s annual report on Form 10-K as of and for the year ending December 31, 2013 or June 30, 2014, stockholders holding registrable securities representing 25% of the outstanding common stock as of the Effective Date may require the Company to facilitate a registered offering of registrable securities; provided that if such registration has not been consummated prior to the second anniversary of the Effective Date, stockholders holding registrable securities representing 10% of the outstanding common stock as of the Effective Date may require the Company to facilitate such an offering (such offering, the “Initial Registration”). The registrable securities requested to be sold in the Initial Registration must have an aggregate market value of at least $75 million. Following the Initial Registration, stockholders holding 10% or more of the outstanding registrable securities may demand that the Company file a shelf registration statement and effectuate one or more takedowns off of such shelf, or, if a shelf is not available, effectuate one or more stand-alone registered offerings, provided that such non-shelf registered offerings or shelf takedowns may not be requested more than four times and, in each case, shall include shares having an aggregate market value of at least $75 million. Beginning on the second anniversary of the Effective Date, upon request of a stockholder, the Company shall amend its existing shelf registration statement to register additional registrable securities as set forth in the Registration Rights Agreement. Stockholders also have the right to include their registrable securities in the Initial Registration or any other non-shelf registered offering or shelf takedown of the common stock by the Company for its own account or for the account of any holders of common stock. KPP Global Settlement The Company had previously issued (pre-petition) a guarantee to Kodak Limited (the “Subsidiary”) and KPP Trustees Limited (“KPP” or the “Trustee”), as trustee for the U.K. Pension Plan. Under that arrangement, EKC guaranteed to the Subsidiary and the Trustee the ability of the Subsidiary, only to the extent it became necessary to do so, to (1) make contributions to the U.K. Pension Plan to ensure sufficient assets existed to make plan benefit payments, as they became due, if the Subsidiary otherwise would not have sufficient assets and (2) make contributions to the U.K. Pension Plan such that it would achieve fully funded status by the funding valuation for the period ending December 31, 2022. The Subsidiary agreed to make certain contributions to the U.K. Pension Plan as determined by a funding plan agreed to by the Trustee. The Subsidiary did not pay the annual contributions due by the funding plan for 2012 or 2013. The Trustee asserted an unsecured claim against the Company of approximately $2.8 billion under the guarantee. The Subsidiary also asserted an unsecured claim under the guarantee for an unliquidated amount. The Trustee also asserted an unliquidated claim against all Debtors, as financial support direction and contribution notice claims. On April 26, 2013, Eastman Kodak Company, the Trustee, Kodak Limited and certain other Kodak entities entered into a global settlement agreement (the “Global Settlement”) that resolved all liabilities of Kodak with respect to the U.K. Pension Plan. The Global Settlement also provided for the acquisition by KPP and/or its subsidiaries of certain assets, and the assumption by KPP and/or its subsidiaries of certain liabilities of Kodak’s Personalized Imaging and Document Imaging businesses (together the “Business”) under a Stock and Asset Purchase Agreement dated April 26, 2013 (the “SAPA”). The underfunded position of the U.K. Pension Plan of approximately $1.5 billion was included in Liabilities held for sale presented in the Consolidated Statement of Financial Position as of December 31, 2012. On August 30, 2013, the Company entered into an agreement (the “Amended SAPA”) amending and restating the SAPA. The Amended SAPA provides for, among other things, a series of deferred closings that will take place in certain foreign jurisdictions following the initial closing under the Amended SAPA. The deferred closings will implement the legal transfer of the Business to KPP subsidiaries in the deferred closing foreign jurisdictions in accordance with local law. Pursuant to the Amended SAPA, Kodak will operate the Business relating to the deferred closing jurisdictions, subject to certain covenants, until the applicable deferred closing occurs, and will deliver to (or receive from) a KPP subsidiary at each deferred closing a payment reflecting the actual economic benefit (or detriment) to the Business in the applicable deferred closing jurisdiction(s) from September 1, 2013 through the time of the applicable deferred closing. Up to the time of the deferred closing, the results of the operations of the Business will be reported as Earnings (loss) from discontinued operations, net of income taxes in the Consolidated Statement of Operations and the assets and liabilities of the Business will be categorized as Assets held for sale or Liabilities held for sale in the Consolidated Statement of Financial Position, as appropriate. On the Effective Date, the following occurred pursuant to the Amended SAPA and Global Settlement:
• | The acquisition by KPP Holdco Limited (“KPP Holdco”), a wholly owned subsidiary of KPP, and certain direct and indirect subsidiaries of KPP Holdco (together with KPP Holdco, the “KPP Purchasing Parties”), of certain assets of the Business, and the assumption by the KPP Purchasing Parties of certain liabilities of the Business, for a total purchase price, exclusive of the assumption of liabilities, of $650 million, of which a gross $525 million was paid in cash (net cash consideration of $325 million) and the balance of which was settled by a $125 million note issued by the KPP (the “KPP Note”).
• | The KPP Note was cancelled after being assigned by the Company to the Subsidiary and subsequently assigned by the Subsidiary to KPP as settlement, by way of setoff, of an equal amount of outstanding pension liabilities of the Subsidiary to KPP.
• | The cash consideration was comprised of $325 million sourced from assets of the U.K. Pension Plan and $200 million sourced from a payment by the Subsidiary to KPP as payment for outstanding pension liabilities of the Subsidiary to KPP.
• | Up to $35 million in aggregate of the purchase price is subject to repayment to KPP if the Business does not achieve certain annual adjusted EBITDA targets over the four-year period ending December 31, 2018.
SECTION 363 ASSET SALES On February 1, 2013, Kodak entered into a series of agreements related to the monetization of certain of its intellectual property assets, including the sale of its digital imaging patents. Under these agreements, Kodak received approximately $530 million, a portion of which was paid by twelve licensees that received a license to the digital imaging patent portfolio and other patents owned by Kodak. Another portion was paid by Intellectual Ventures Fund 83 LLC (“Intellectual Ventures”) and Apple, Inc., each of which acquired a portion of the digital imaging patent portfolio, subject to the licenses granted to the twelve new licensees, and previously existing licenses. In addition, Kodak retained a license to the digital imaging patents for its own use. In connection with this transaction, the Company entered into a separate agreement with FUJIFILM Corporation (“Fuji”) whereby, among other things, Fuji granted Kodak the right to sub-license certain Fuji patents to businesses Kodak ultimately sold as part of the Plan. The Debtors also agreed to allow Fuji a general unsecured claim against the Debtors in the amount of $70 million that was discharged pursuant to the terms of the Plan. EASTMAN BUSINESS PARK SETTLEMENT AGREEMENT On June 17, 2013 the Company, the New York State Department of Environmental Conservation and the New York State Urban Development Corporation, d/b/a Empire State Development entered into a settlement agreement, subsequently amended on August 6, 2013 (the “Amended EBP Settlement Agreement”), which resolves certain of the Company’s historical environmental liabilities at Eastman Business Park (“EBP”) through the establishment of a $49 million environmental remediation trust (the “EBP Trust”). Upon implementation of the Amended EBP Settlement Agreement , (i) the EBP Trust will be responsible for investigation and remediation at EBP arising from the Company’s historical environmental liabilities in existence prior to the effective date of the EBP Settlement, (ii) the Company will fund the EBP Trust with a $49 million payment and transfer of certain equipment and fixtures used for remediation at EBP, and (iii) in the event the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million. Approximately $31 million was already held in a separate trust to support the environmental liabilities related to EBP and is recorded within Restricted cash in Kodak’s Consolidated Statement of Financial Position. An escrow account of $18 million was established on the Effective Date for the balance of the EBP Trust obligation and is reported within Other current assets in Kodak’s Consolidated Statement of Financial Position. The Amended EBP Settlement Agreement is not yet effective and is subject to the satisfaction or waiver of certain conditions including Bankruptcy Court approval of a covenant not to sue from the U.S. Environmental Protection Agency with respect to liabilities that are addressed in the Amended EBP Settlement Agreement. The deadline for implementation of the Amended EBP Settlement Agreement is May 15, 2014. OTHER POSTEMPLOYMENT BENEFITS On November 7, 2012, the Bankruptcy Court entered an order approving a settlement agreement between the Debtors and the Official Committee of Retired Employees appointed by the U.S. Trustee under the chapter 11 proceedings (the “Retiree Committee”). Under the settlement agreement, the Debtors no longer provide retiree medical, dental, life insurance and survivor income benefits to current and future retirees after December 31, 2012 (other than COBRA continuation coverage of medical and/or dental benefits or conversion coverage as required by applicable benefit plans or applicable law), and the Retiree Committee established a trust from which some limited benefits for some retirees may be provided after December 31, 2012. The trust or related account was funded by the following contributions from the Debtors: $7.5 million in cash paid by the Company in the fourth quarter of 2012, an administrative claim against the Debtors in the amount of $15 million that was paid on the Effective Date, and a general unsecured claim against the Debtors in the amount of $635 million that was discharged upon emergence from chapter 11 pursuant to the terms of the Plan. RETIREES’ SETTLEMENT The Debtors’ estimated allowed claims for pre-petition obligations for the Kodak Excess Retirement Income Plan (the “KERIP”), the Kodak Unfunded Retirement Income Plan (the “KURIP”), the Kodak Company Global Pension Plan for International Employees, and individual letter agreements with certain current and former employees that provided for supplemental non-qualified pension benefits were reported as Liabilities subject to compromise in the accompanying Consolidated Statement of Financial Position. On April 30, 2013, Eastman Kodak Retirees Association Ltd. and certain holders of KERIP and KURIP claims (together with the Debtors, the “Settlement Parties”) filed a motion (the “Motion”) requesting that the Bankruptcy Court appoint a committee pursuant to section 1102(a)(2) of the Bankruptcy Code, to represent the interests of the holders of the KERIP and KURIP claims, and asserted that they and certain other holders of the KERIP and KURIP claims disagreed with the underlying discount rates and mortality tables used by the Debtors to calculate the KERIP and KURIP estimated allowed claim amounts. Subsequent to the filing of the Motion, the Settlement Parties entered into a stipulation (the “Stipulation”) approved by an order of the Bankruptcy Court, which became effective on July 18, 2013, for a total allowed claim of approximately $244 million. During August 2013 a provision for expected allowed claims of approximately $27 million was reflected in Reorganization Items, net in the accompanying Consolidated Statement of Operations to increase the recorded liability to what was ultimately agreed to in the Stipulation. On the Effective Date, the claim was discharged upon emergence pursuant to the terms of the Plan.
Fresh Start Accounting [Member] |
Note 2 - Emergence from Voluntary Reorganization Under Chapter 11 Proceedings [Line Items] |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | NOTE 3: FRESH START ACCOUNTING In connection with the Company’s emergence from chapter 11, Kodak applied the provisions of fresh start accounting to its financial statements as (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and (ii) the reorganization value of Kodak’s assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. Kodak applied fresh start accounting as of September 1, 2013. Upon the application of fresh start accounting, Kodak allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. Reorganization Value In support of the Plan, the enterprise value of the Successor Company was estimated to be in the range of $875 million to $1.4 billion. As part of determining the reorganization value, Kodak estimated the enterprise value of the Successor Company to be $1 billion utilizing the guideline public company method and discounted cash flow method. To estimate fair value utilizing the guideline public company method, Kodak applied valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same operating data of Kodak. The comparable public company analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) and applied to projected operating data of Kodak. The range of multiples for the comparable companies was between .2x-.9x of revenue and 2.5x-8.0x of EBITDA. To estimate fair value utilizing the discounted cash flow method, Kodak established an estimate of future cash flows for the period ranging from September 1, 2013 to December 31, 2022 and discounted the estimated future cash flows to present value. The expected cash flows for the period September 1, 2013 to December 31, 2017 were based on the financial projections and assumptions utilized in the disclosure statement. The expected cash flows for the period January 1, 2018 to December 31, 2022 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included, calculated using the constant growth method, based on the cash flows of the final year of the forecast period. The discount rate of 29% was estimated based on an after-tax weighted average cost of capital (“WACC”) reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company specific risk premium reflecting the risk associated with the overall uncertainty of the financial projections used to estimate future cash flows. As the valuation approaches produced comparable ranges of enterprise value, Kodak selected equal weighting of the guideline public company method and discounted cash flow method to estimate the enterprise value. The following table reconciles the enterprise value to the estimated fair value of Successor common stock as of the Effective Date:
(in millions, except share and per share value) |  |  |
Enterprise value |  | $ | 1,000 |
Plus: Cash and cash equivalents |  |  | 898 |
Less: Other non-operating liabilities |  |  | 18 |
Less: Fair value of debt and capitalized lease obligations |  |  | 734 |
Less: Fair value of pension and other postretirement obligations |  |  | 533 |
Less: Fair value of warrants |  |  | 24 |
Fair value of Successor common stock |  | $ | 589 |
Shares outstanding at September 3, 2013 |  |  | 41,753,211 |
Per share value |  | $ | 14.11 |
The fair value of debt and capitalized lease obligations represents $44 million of short term borrowings, $14 million of capitalized lease obligations and $676 million of long-term debt. The fair value of long-term debt was determined based on a market approach utilizing market yields and was estimated to be approximately 97% of par value. The fair value of capitalized lease obligations was determined based on market rents while the fair value of short term debt approximated its carrying value. The fair value of pension and other post retirement obligations was determined based on a discounted cash flow method of expected cash contributions/benefit payments for the period of September 1, 2013 to December 31, 2099. The expected cash contributions were discounted to present value using a discount rate of 3.5%. The fair value of the warrants was estimated using a Black-Scholes pricing model with the following assumptions: implied stock price of $14.11; strike price of $14.93 for 125% warrants and $16.12 for 135% warrants; expected volatility of 47% for 125% warrants and 48% for 135% warrants; expected dividend rate of 0.0%; risk free interest rate of 1.67%; expiration date of five years. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date:
(in millions) |  |  |
Enterprise value |  | $ | 1,000 |
Plus: Cash and cash equivalents |  |  | 898 |
Plus: Fair value of noncontrolling interests |  |  | 10 |
Plus: Fair value of non-debt liabilities |  |  | 2,088 |
Less: Fair value of pension and other postretirement obligations |  |  | 533 |
Reorganization value of Successor assets |  | $ | 3,463 |
The fair value of non-debt liabilities represents total liabilities of the Successor Company on the Effective Date less Short term borrowings and current portion of long-term debt, Long-term debt, net of current portion, $14 million in capital lease obligations and $18 million in other non-operating liabilities. Consolidated Statement of Financial Position The adjustments set forth in the following consolidated Statement of Financial Position reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs.
(in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Predecessor Company (a) |  |  | Reorganization Adjustments |  |  |  |  | Fresh Start Adjustments |  |  |  |  | Successor Company |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1,070 |  |  | $ | (172 | ) | (1 | ) |  | $ | - |  |  |  |  | $ | 898 |
Restricted cash |  |  | 24 |  |  |  | 98 |  | (2 | ) |  |  | - |  |  |  |  |  | 122 |
Receivables, net |  |  | 492 |  |  |  | - |  |  |  |  |  | - |  |  |  |  |  | 492 |
Inventories, net |  |  | 435 |  |  |  | - |  |  |  |  |  | 67 |  | (21 | ) |  |  | 502 |
Assets held for sale |  |  | 109 |  |  |  | - |  |  |  |  |  | 8 |  | (22 | ) |  |  | 117 |
Other current assets |  |  | 77 |  |  |  | 8 |  | (3 | ) |  |  | (42 | ) | (23 | ) |  |  | 42 |
|  |  |  |  |  |  | (1 | ) | (4 | ) |  |  |  |  |  |  |  |  |  |
Total current assets |  |  | 2,207 |  |  |  | (67 | ) |  |  |  |  | 33 |  |  |  |  |  | 2,173 |
Property, plant & equipment, net |  |  | 507 |  |  |  | - |  |  |  |  |  | 220 |  | (24 | ) |  |  | 727 |
Goodwill |  |  | 56 |  |  |  | - |  |  |  |  |  | 32 |  | (25 | ) |  |  | 88 |
Intangible assets, net |  |  | 43 |  |  |  | - |  |  |  |  |  | 192 |  | (26 | ) |  |  | 235 |
Deferred income taxes |  |  | 22 |  |  |  | (21 | ) | (3 | ) |  |  | 55 |  | (23 | ) |  |  | 56 |
Other long-term assets |  |  | 202 |  |  |  | 15 |  | (5 | ) |  |  | (26 | ) | (27 | ) |  |  | 184 |
|  |  |  |  |  |  | 8 |  | (6 | ) |  |  | (8 | ) | (28 | ) |  |  |  |
|  |  |  |  |  |  | (8 | ) | (7 | ) |  |  | 1 |  | (29 | ) |  |  |  |
TOTAL ASSETS |  | $ | 3,037 |  |  | $ | (73 | ) |  |  |  | $ | 499 |  |  |  |  | $ | 3,463 |
LIABILITIES AND EQUITY (DEFICIT) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable, trade |  | $ | 317 |  |  | $ | 6 |  | (8 | ) |  | $ | - |  |  |  |  | $ | 339 |
|  |  |  |  |  |  | 3 |  | (9 | ) |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | 13 |  | (10 | ) |  |  |  |  |  |  |  |  |  |
Short-term borrowings and current portion of long-term debt |  |  | 681 |  |  |  | (641 | ) | (11 | ) |  |  | - |  |  |  |  |  | 44 |
|  |  |  |  |  |  | 4 |  | (12 | ) |  |  |  |  |  |  |  |  |  |
Other current liabilities |  |  | 600 |  |  |  | (17 | ) | (13 | ) |  |  | (8 | ) | (30 | ) |  |  | 586 |
|  |  |  |  |  |  | (13 | ) | (3 | ) |  |  | (14 | ) | (29 | ) |  |  |  |
|  |  |  |  |  |  | 38 |  | (14 | ) |  |  |  |  |  |  |  |  |  |
Liabilities held for sale |  |  | 45 |  |  |  | - |  |  |  |  |  | (3 | ) | (22 | ) |  |  | 42 |
Total current liabilities |  |  | 1,643 |  |  |  | (607 | ) |  |  |  |  | (25 | ) |  |  |  |  | 1,011 |
Long-term debt, net of current portion |  |  | 370 |  |  |  | (370 | ) | (15 | ) |  |  | 11 |  | (31 | ) |  |  | 676 |
|  |  |  |  |  |  | 665 |  | (16 | ) |  |  |  |  |  |  |  |  |  |
Pension and other postretirement liabilities |  |  | 411 |  |  |  | 156 |  | (17 | ) |  |  | 178 |  | (29 | ) |  |  | 745 |
Other long-term liabilities |  |  | 318 |  |  |  | 61 |  | (17 | ) |  |  | 82 |  | (23 | ) |  |  | 408 |
|  |  |  |  |  |  |  |  |  |  |  |  | (53 | ) | (32 | ) |  |  |  |
Liabilities subject to compromise |  |  | 2,475 |  |  |  | (2,475 | ) | (17 | ) |  |  | - |  |  |  |  |  | - |
Total liabilities |  |  | 5,217 |  |  |  | (2,570 | ) |  |  |  |  | 193 |  |  |  |  |  | 2,840 |
Equity (Deficit) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock (Successor) |  |  | - |  |  |  | - |  | (18 | ) |  |  | - |  |  |  |  |  | - |
Additional paid in capital (Successor) |  |  | - |  |  |  | 540 |  | (18 | ) |  |  | 73 |  | (33 | ) |  |  | 613 |
Common stock (Predecessor) |  |  | 978 |  |  |  | (978 | ) | (19 | ) |  |  | - |  |  |  |  |  | - |
Additional paid in capital (Predecessor) |  |  | 1,105 |  |  |  | (1,105 | ) | (19 | ) |  |  | - |  |  |  |  |  | - |
Retained earnings (deficit) |  |  | 2,446 |  |  |  | (1,671 | ) | (20 | ) |  |  | (775 | ) | (34 | ) |  |  | - |
Accumulated other comprehensive loss |  |  | (1,008 | ) |  |  | - |  |  |  |  |  | 1,008 |  | (34 | ) |  |  | - |
|  |  | 3,521 |  |  |  | (3,214 | ) |  |  |  |  | 306 |  |  |  |  |  | 613 |
Less: Treasury stock (Predecessor) |  |  | (5,711 | ) |  |  | 5,711 |  | (19 | ) |  |  | - |  |  |  |  |  | - |
Total Eastman Kodak Company shareholders' (deficit) equity |  |  | (2,190 | ) |  |  | 2,497 |  |  |  |  |  | 306 |  |  |  |  |  | 613 |
Noncontrolling interests |  |  | 10 |  |  |  | - |  |  |  |  |  | - |  |  |  |  |  | 10 |
Total equity (deficit) |  |  | (2,180 | ) |  |  | 2,497 |  |  |  |  |  | 306 |  |  |  |  |  | 623 |
TOTAL LIABILITIES AND EQUITY (DEFICIT) |  | $ | 3,037 |  |  | $ | (73 | ) |  |  |  | $ | 499 |  |  |  |  | $ | 3,463 |
(a) | On the Effective Date, Kodak completed the sale of substantially all of its assets constituting the Personalized Imaging and Document Imaging businesses to KPP Holdco Limited. This transaction has been reflected in the Predecessor Company period. Refer to Note 26, “Discontinued Operations” for additional information.
Reorganization adjustments
1. | Reflects the net cash payments recorded as of the Effective Date from implementation of the Plan:
(in millions) |  |  |  |  |  |
Sources: |  |  |  |  |  |
Net proceeds from Emergence Credit Facilities |  | $ | 664 |  |  |  |
Proceeds from Rights Offerings |  |  | 406 |  |  |  |
Total sources |  |  |  |  |  | $ | 1,070 |
Uses: |  |  |  |  |  |  |  |
Repayment of Junior DIP Term Loans |  | $ | 644 |  |  |  |  |
Repayment of Second Lien Notes |  |  | 375 |  |  |  |  |
Claims paid at emergence |  |  | 94 |  |  |  |  |
Funding of escrow accounts |  |  | 113 |  |  |  |  |
Other fees and expenses |  |  | 16 |  |  |  |  |
Total uses |  |  |  |  |  |  | 1,242 |
Net uses |  |  |  |  |  | $ | (172 | )
Other fees and expenses represent $7 million payment for accrued and unpaid interest related to the repayment of debt and $9 million payment for emergence and success fees, which is included in Reorganization items, net in the Consolidated Statement of Operations.
2. | Reflects the funding of $80 million to the professional fee escrow account for professional fees accrued at emergence and $18 million related to the EBP Settlement Agreement. Refer to Note 2, “Emergence from Voluntary Reorganization under Chapter 11 Proceedings” for additional information regarding the EBP Settlement Agreement.
3. | Reflects the expiration of tax attributes, which was fully offset by a corresponding decrease in Kodak’s U.S. valuation allowance, as a result of the Debtors’ emergence from chapter 11 bankruptcy proceedings. Refer to Note 17, “Income Taxes” for additional information.
4. | Represents the write-off of unamortized debt issuance costs of $1 million related to the Junior DIP Credit Agreement upon repayment in full of all outstanding term loans on the Effective Date. This amount has been included in Reorganization items, net in the Consolidated Statement of Operations.
5. | Represents the funding of $15 million in cash collateralization for letters of credit under the ABL Credit Facility.
6. | Represents $8 million of debt issuance costs incurred related to the Emergence Credit Facilities.
7. | Represents the write-off of $5 million of deferred debt issuance costs upon repayment in full of all loans outstanding under the 9.75% senior secured notes due 2018 and 10.625% senior secured notes due 2019 and the write-off of $3 million of deferred equity issuance costs. These amounts have been included in Reorganization items, net in the Consolidated Statement of Operations.
8. | Represents $6 million in claims expected to be satisfied in cash that were reclassified from Liabilities subject to compromise.
9. | Represents $3 million of accrued expenses related to the Emergence Credit Facilities that have been deferred and recorded as part of Other Current assets.
10. | Represents $13 million in success fees accrued upon emergence that have been included in Reorganization items, net in the Consolidated Statement of Operations.
11. | On the Effective Date, the Company repaid in full all term loans outstanding under the Junior DIP Credit Agreement for an aggregate remaining principal amount of approximately $644 million offset by $3 million of unamortized debt discount that was written off upon repayment of the debt and is included in Reorganization items, net in the Consolidated Statement of Operations.
12. | Represents $4 million of principal amount recorded as short-term borrowings pursuant to the terms of the Emergence Credit Facility.
13. | On the Effective Date, the Company paid $7 million of accrued and unpaid interest related to the repayment of debt and $10 million in administrative claims that was included within Other current liabilities.
14. | Represents $29 million in claims expected to be settled in cash and $9 million of liabilities that have been retained by Kodak in accordance with the Plan that have been reclassified from Liabilities subject to compromise.
15. | On the Effective Date, the Company repaid in full all loans outstanding under the 9.75% senior secured notes due 2018 and 10.625% senior secured notes due 2019 for an aggregate principal amount of approximately $375 million offset by $5 million of unamortized debt discount that was written off upon repayment of the debt and is included in Reorganization items, net in the Consolidated Statement of Operations.
16. | Upon issuance of the Term Loans under the Emergence Credit Facility, the Company received net proceeds of approximately $669 million, of which $4 million of the principal amount of the loans are recorded as short-term borrowings pursuant to the terms of the Emergence Credit Facility.
17. | Liabilities subject to compromise were settled as follows in accordance with the Plan:
(in millions) |  |  |  |  |  |
Liabilities subject to compromise of the Predecessor Company (LSTC) |  |  |  |  | $ | 2,475 |
Cash payments at emergence from LSTC |  |  |  |  |  | (84 | )
Claims expected to be satisfied in cash |  |  |  |  |  | (35 | )
Liabilities reinstated at emergence: |  |  |  |  |  |  |
Pension and other postretirement liabilities |  |  | (156 | ) |  |  |  |
Environmental obligations |  |  | (61 | ) |  |  |  |
Other current liabilities |  |  | (9 | ) |  |  |  |
Total liabilities reinstated at emergence |  |  |  |  |  |  | (226 | )
Fair value of equity issued to unsecured creditors |  |  |  |  |  |  | (85 | )
Fair value of warrants issued to unsecured creditors |  |  |  |  |  |  | (24 | )
Gain on settlement of liabilities subject to compromise |  |  |  |  |  | $ | 2,021 |
Refer to explanation #18 for the determination of fair value for equity issued to unsecured creditors.
18. | Reflects the issuance of 34 million shares of common stock at a per share price of $11.94 in connection with the Rights Offering, 6 million shares of common stock issued to the holders of general unsecured and retiree committee unsecured claims valued at $14.11 per share, 1.7 million shares of common stock valued at $14.11 per share issued to the Backstop Parties in connection with the Backstop Commitment Agreement, 0.1 million shares of common stock issued under Kodak’s 2013 Omnibus Incentive Plan on the Effective Date, and issuance of warrants valued at $24 million.
19. | Reflects the cancellation of Predecessor Company equity to retained earnings.
20. | Reflects the cumulative impact of the reorganization adjustments discussed above:
(in millions) |  |  |
Gain on settlement of liabilities subject to compromise |  | $ | 2,021 |
Fair value of shares issued to Backstop Parties and employees |  |  | (25 | )
Write-off of unamortized debt discounts and debt issuance costs |  |  | (14 | )
Success fees accrued at emergence |  |  | (13 | )
Emergence and success fees paid at emergence |  |  | (9 | )
Write-off of deferred equity issuance costs |  |  | (3 | )
Net gain on reoganization adjustments |  |  | 1,957 |
Cancellation of Predecessor Company equity |  |  | (3,628 | )
Net impact to Retained earnings (deficit) |  | $ | (1,671 | )
The net gain on reorganization adjustments has been included in Reorganization items, net in the Consolidated Statement of Operations. Fresh Start adjustments
21. | An adjustment of $67 million was recorded to increase the net book value of inventories to their estimated fair value, which was determined as follows:
| • | Fair value of finished goods inventory were determined based on the estimated selling price less costs to sell including disposal and holding period costs, and a reasonable profit margin on the selling and disposal effort.
| • | Fair value of work-in-process was determined based on the estimated selling price once completed less total costs to complete the manufacturing effort, costs to sell including disposal and holding period costs, and a reasonable profit on the remaining manufacturing, selling and disposal effort.
| • | Fair value of raw materials was determined based on current replacement costs.
The following table summarizes the components of inventory as of August 31, 2013, and the fair value at September 1, 2013:
|  | Successor |  |  | Predecessor |
(in millions) |  | As of September 1, 2013 |  |  | As of August 31, 2013 |
Finished goods |  | $ | 280 |  |  | $ | 235 |
Work in process |  |  | 120 |  |  |  | 99 |
Raw materials |  |  | 102 |  |  |  | 101 |
Total |  | $ | 502 |  |  | $ | 435 |
22. | Represents fair value adjustment to the assets and liabilities of the Company’s Personalized Imaging and Document Imaging businesses in delayed close countries.
23. | Represents the net decrease in tax assets and tax liabilities associated with adjustments for fresh start accounting.
24. | An adjustment of $220 million was recorded to increase the net book value of property, plant and equipment to estimated fair value. Fair value was determined as follows:
| • | The market, sales comparison or trended cost approach was utilized for land, buildings and building improvements. This approach relies upon recent sales, offerings of similar assets or a specific inflationary adjustment to original purchase price to arrive at a probable selling price.
| • | The cost approach was utilized for machinery and equipment. This approach considers the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments in value for physical deterioration, and functional and economic obsolescence. Physical deterioration is an adjustment made in the cost approach to reflect the real operating age of an asset with regard to wear and tear, decay and deterioration that is not prevented by maintenance. Functional obsolescence is the loss in value or usefulness of an asset caused by inefficiencies or inadequacies of the asset, as compared to a more efficient or less costly replacement asset with newer technology. Economic obsolescence is the loss in value or usefulness of an asset due to factors external to the asset, such as the economics of the industry, reduced demand, increased competition or similar factors.
The following table summarizes the components of property, plant and equipment, net as of August 31, 2013, and the fair value at September 1, 2013:
|  | Successor |  |  | Predecessor |
(in millions) |  | As of September 1, 2013 |  |  | As of August 31, 2013 |
Land |  | $ | 114 |  |  | $ | 35 |
Buildings and building improvements |  |  | 180 |  |  |  | 189 |
Machinery and equipment |  |  | 402 |  |  |  | 252 |
Construction in progress |  |  | 31 |  |  |  | 31 |
Total |  | $ | 727 |  |  | $ | 507 |
For property, plant and equipment owned at September 1, 2013, the depreciable lives were revised to reflect the remaining estimated useful lives. Refer to Note 1, “Basis of Presentation and Significant Accounting Policies” for additional information. 25. This adjustment eliminated the Predecessor goodwill balance of $56 million and records Successor goodwill of $88 million, which represents the reorganizational value of assets in excess of amounts allocated to identified tangible and intangible assets, as follows:
|  | Successor |
(in millions) |  | As of September 1, 2013 |
Reorganization value of Successor assets |  |  | 3,463 |
Less: Fair value of Successor assets (excluding goodwill) |  |  | 3,375 |
Reorganization value of Successor assets in excess of fair value - Successor goodwill |  | $ | 88 |
Refer to Note 8, “Goodwill and Other Intangible Assets” for Successor goodwill by reportable segment.
26. | The net adjustment of $192 million reflects the write-off of existing intangibles of $43 million and an adjustment of $235 million to record the fair value of intangibles, determined as follows:
| a. | Trade names of $54 million were valued using the income approach, specifically the relief from royalty method based on the following significant assumptions:
| i. | Forecasted revenues attributable to the trade names ranging from September 1, 2013 to December 31, 2023, including a terminal year with growth rates ranging from 0% to 3%;
| ii. | Royalty rates ranging from .5% to 1% of expected net sales determined with regard to comparable market transactions and profitability analysis;
| iii. | Discount rates ranging from 27% to 32%, which were based on the after-tax weighted-average cost of capital; and
| iv. | Kodak anticipates using its trade name for an indefinite period.
| b. | Technology based intangibles of $131 million were valued using the income approach, specifically the relief from royalty method based on the following significant assumptions:
| i. | Forecasted revenues attributable to the respective technologies for the period ranging from September 1, 2013 to December 31, 2025;
| ii. | Royalty rates ranging from 1% to 16% determined with regard to comparable market transactions and cash flows of the respective technologies;
| iii. | Discount rates ranging from 29% to 34%, based on the after-tax weighted-average cost of capital; and
| iv. | Economic lives ranging from 4 to 12 years.
| c. | Customer related intangibles of $39 million were valued using the income approach, specifically the multi-period excess earnings approach based on the following significant assumptions:
| i. | Forecasted revenues and profit margins attributable to the current customer base for the period ranging from September 1, 2013 to December 31, 2024;
| ii. | Attrition rates ranging from 2.5% to 20%;
| iii. | Discount rates ranging from 29% to 38%, based on the after-tax weighted-average cost of capital; and
| iv. | Economic lives ranging from 3 to 10 years.
| d. | In-process research and development of $9 million was determined using the income approach, specifically the multi-period excess earnings method based on the following significant assumptions:
| i. | Forecasted revenues attributable to the respective research and development projects for the period of September 1, 2013 to December 31, 2019;
| ii. | Discount rate of 40% based on the after-tax weighted-average cost of capital adjusted for perceived risks inherent in the individual assets; and
| iii. | Economic life of 6 years.
| e. | In addition, the Company recorded the fair value of other intangibles of $2 million primarily related to favorable contracts and leasehold improvements that were favorable relative to available market terms.
27. | Represents the write-off of deferred costs under various licensing transactions now being reflected in intangible assets.
28. | Represents the write-off of unamortized debt issuance costs related to the Emergence Credit Facilities.
29. | Represents the revaluation of pension and other postretirement obligations. Refer to Note 19, “Retirement plans “and Note 20, ”Other postretirement benefits” for additional information.
30. | Represents the revaluation of deferred revenues to the fair value of Kodak’s related future performance obligations.
31. | Represents the write-off of unamortized debt discounts related to the Emergence Credit Facilities based on the fair value of debt.
32. | Represents $38 million decrease in capitalized lease obligations determined based on market rents, $19 million decrease related to the remeasurement of employee benefit obligations offset by net $4 million increase in fair value adjustment related to asset retirement obligations and other miscellaneous liabilities.
33. | Reflects the increase in fair value of the 34 million shares of common stock issued in connection with the Rights Offering from $11.94 to $14.11 per share.
34. | Reflects the cumulative impact of fresh start adjustments as discussed above and the elimination of the Predecessor Company’s accumulated other comprehensive loss.
(in millions) |  |  |
Establishment of Successor goodwill |  | $ | 88 |
Elimination of Predecessor goodwill |  |  | (56 | )
Establishment of Successor intangibles |  |  | 235 |
Elimination of Predecessor intangibles |  |  | (43 | )
Inventory fair value adjustment |  |  | 67 |
Property, plant & equipment fair value adjustment |  |  | 220 |
Pension and other postretirement obligations fair value adjustment |  |  | (178 | )
Rights offering fair value adjustment |  |  | (73 | )
Long-term debt fair value adjustment |  |  | (11 | )
Other assets and liabilities fair value adjustments |  |  | 53 |
Net gain on fresh start adjustments |  |  | 302 |
Tax impact on fresh start adjustments |  |  | (69 | )
Elimination of Predecessor accumulated other comprehensive loss |  |  | (1,008 | )
Net impact on Retained earnings (deficit) |  | $ | (775 | )
The net gain on fresh start adjustments has been included in Reorganization items, net in the Consolidated Statement of Operations.

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