The Company’s ability to use its tax attributes (primarily comprised of net operating losses and foreign tax credits) to offset tax on U.S. taxable income would be limited if there were an "ownership change" as defined under Section 382 of the U.S. Internal Revenue Code (the “Code”). In general, an ownership change would occur if "5-percent shareholders," as defined under Section 382, collectively increase their ownership in the Company by more than 50 percentage points over a rolling three-year period.

On July 12, 2019, the Company filed a preliminary information statement in connection with the (1) issuance and sale of the Convertible Notes, (2) adoption of a protective amendment (the “Protective Amendment”) to restrict certain transfers of Common Stock in order to preserve the tax treatment of the Company’s U.S. tax attributes and (3) adoption of a tax asset protection plan (the “Proposed Plan”) to deter certain transfers of the Common Stock in order to preserve the tax treatment of the Company’s U.S. tax attributes. The protections will become effective shortly after 20 days have elapsed following the filing and distributing of the Definitive Information Statement.

The Protective Amendment is designed to prevent certain transfers of the Company’s securities that could result in an ownership change under Section 382 of the Code and, therefore, inhibit the Company’s ability to use its tax attributes to reduce future income taxes. The purpose of the Protective Amendment is to protect the long-term value to the Company of its accumulated tax attributes by limiting direct or indirect transfers of the Common Stock that would result in a shareholder owning 10% or more of the then-outstanding Common Stock or in an existing ten percent shareholder acquiring more than an additional 1,000,000 shares. In addition, the Protective Amendment includes a mechanism to block the impact of such transfers while allowing purchasers to receive their money back from prohibited purchases.

The Proposed Plan is designed to deter any person from buying the Common Stock (or any interest in the Common Stock) if the acquisition would result in a shareholder owning 10% or more of the then-outstanding Common Stock or an existing ten percent shareholder acquiring more than an additional 1,000,000 shares. The Proposed Plan is intended to protect shareholder value by attempting to preserve the Company’s ability to use its tax attributes to reduce its future income tax liability.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions)	2019			2018			2019			2018
(Loss) earnings from continuing operations before income taxes	$	(4	)	$	3		$	(13	)	$	(18	)
Effective tax rate		(50.0	)%		—			(38.5	)%		(22.2	)%
Provision for income taxes		2			—			5			4
(Benefit) provision for income taxes at U.S. statutory tax rate		(1	)		1			(3	)		(4	)
Difference between tax at effective vs. statutory rate	$	3		$	(1	)	$	8		$	8

For the three months ended June 30, 2019, the difference between Kodak’s recorded provision and the benefit that would result from applying 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) a provision associated with foreign withholding taxes on undistributed earnings.

For the six months ended June 30, 2019, the difference between Kodak’s recorded provision and the benefit that would result from applying 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) a provision associated with foreign withholding taxes on undistributed earnings.

For the three months ended June 30, 2018, the difference between Kodak’s recorded benefit and the provision that would result from applying 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 and (2) the results from operations in jurisdictions outside the U.S.

For the six months ended June 30, 2018, the difference between Kodak’s recorded provision and the benefit that would result from applying 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) a provision associated with foreign withholding taxes on undistributed earnings.