8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2012 (January 23, 2012)

Eastman Kodak Company

(Exact name of registrant as specified in its charter)

New Jersey	1-87	16-0417150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
343 State Street, Rochester, New York		14650
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 724-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Pursuant to Item 7.01 of Form 8-K, Eastman Kodak Company (the “Company”) is furnishing slides from a Public Lender Presentation (the “Lender Presentation”) and a Business Segment Review (the “Business Segment Review” and, together with the Lender Presentation, the “Presentations”) which were released by the Company’s management on January 23, 2012 to potential lenders in connection with the syndication of the facilities under the Company’s Debtor-In-Possession Credit Agreement dated as of January 20, 2012. Attached as Exhibit 99.1 to this report are the slides from the Lender Presentation and attached as Exhibit 99.2 to this report are the slides from the Business Segment Review.

On January 23, 2012, the Company issued a press release (the “Press Release”) announcing that it had posted the Presentations on the Investor Relations section of its Company website (www.kodak.com) and its reorganizational information website (www.kodaktransforms.com). A copy of the Press Release is attached as Exhibit 99.3 and, with respect to the portion relating to the Presentations, is incorporated by reference in this Item 7.01.

This information, Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 (with respect to the portion related to the Presentations) are being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. This information, Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 (with respect to the portion related to the Presentations) will not be deemed an admission as to the materiality of any information herein, in Exhibit 99.1, in Exhibit 99.2, nor in Exhibit 99.3 (with respect to the portion related to the Presentations).

Item 8.01. Other Events.

Among other things, the slides in the Lender Presentation reflect the retention of James A. Mesterharm of AlixPartners LLP as Chief Restructuring Officer as of January 23, 2012, replacing Dominic DiNapoli in that role. The scope of the Chief Restructuring Officer’s duties, and his reporting duties, will not change in connection with Mr. Mesterharm’s appointment. The change does not reflect any disagreement or difference of opinion between Mr. DiNapoli and the Company. AlixPartners will be the Company’s restructuring adviser during the reorganization process, leveraging AlixPartners’ knowledge of the Company based on its preexisting operational enhancement advisory engagement with the Company over the past several months.

The portion of the Press Release relating to the retention of Mr. Mesterharm and AlixPartners is incorporated by reference in this Item 8.01.

This report on Form 8–K, including the exhibits attached hereto, includes “forward–looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward–looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenue or performance, liquidity, cash flows, capital expenditures, financing needs, plans or business trends, and other information that is not historical information. When used in this report on Form 8–K, including the exhibit attached hereto, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or similar expressions are intended to identify forward–looking statements. All forward–looking statements, including, without limitation, management’s examination of historical operating trends and data are based upon the Company’s expectations and various assumptions. Future events or results may differ from those anticipated or expressed in these forward-looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking statements include, among others, the risks and uncertainties described under the heading “Risk Factors” in the Company’s most recent annual report on Form 10–K under Item 1A of Part 1, in the Company’s most recent quarterly report on Form 10–Q under Item 1A of Part II and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New York and in other filings the Company makes with the SEC from time to time, as well as the following: the ability of the Company to continue as a going concern, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the chapter 11 cases, the ability of the Company and its subsidiaries to prosecute, develop and consummate one or more plans of reorganization with respect to the chapter 11 cases,

2

Bankruptcy Court rulings in the chapter 11 cases and the outcome of the cases in general, the length of time the Company will operate under the chapter 11 cases, risks associated with third party motions in the chapter 11 cases, which may interfere with the Company’s ability to develop and consummate one or more plans of reorganization once such plans are developed, the potential adverse effects of the chapter 11 proceedings on the Company’s liquidity, results of operations, brand or business prospects, the ability to execute the Company’s business and restructuring plan, increased legal costs related to the chapter 11 bankruptcy filing and other litigation, our ability to raise sufficient proceeds from the sale of non-core assets and the potential sale of our digital imaging patent portfolios within our plan, the Company’s ability to generate or raise cash and maintain a cash balance sufficient to fund continued investments, capital needs, restructuring payments and service its debt, the Company’s ability to maintain contracts that are critical to its operation, to obtain and maintain normal terms with customers, suppliers and service providers, to maintain product reliability and quality, to effectively anticipate technology trends and develop and market new products, to retain key executives, managers and employees, our ability to successfully license and enforce our intellectual property rights and the ability of the Company’s non-US subsidiaries to continue to operate their businesses in the normal course and without court supervision. There may be other factors that may cause the Company’s actual results to differ materially from the forward–looking statements. All forward–looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this report on Form 8–K, and the date of the exhibit attached hereto, and are expressly qualified in their entirety by the cautionary statements included in this report. The Company 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.

Item  9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Slides from Public Lender Presentation
99.2	Slides from Business Segment Review
99.3	Press Release, dated January 23, 2012

3

SIGNATURES

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 hereunto duly authorized.

	EASTMAN KODAK COMPANY
Date: January 24, 2012
	By:	/s/ Antoinette McCorvey
		Chief Financial Officer and Senior Vice President

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slides from Public Lender Presentation
99.2	Slides from Business Segment Review
99.3	Press Release, dated January 23, 2012

5

EX-99.1

Public Lender Presentation

January 2012

Exhibit 99.1

2

Disclaimer

This presentation has been prepared by Eastman Kodak Company (the “Company”). It

contains general information about the Company’s activities as at the date of the presentation.

It is information given in summary form and does not purport to be complete.

This presentation is not, and nothing in it should be construed as, an offer, invitation or

recommendation in respect of the facilities or any of the Company’s securities, or an offer,

invitation or recommendation to sell, or a solicitation of an offer to buy, the facilities or any of

the Company’s securities in any jurisdiction. Neither this document nor anything in it shall form

the basis of any contract or commitment. This presentation is not intended to be relied upon as

advice to investors or potential investors and does not take into account the investment

objectives, financial situation or needs of any investor. All investors should consider such

factors in consultation with a professional advisor of their choosing when deciding if an

investment is appropriate.

The Company has prepared this presentation based on information available to it, including

information derived from public sources that have not been independently verified. No

representation or warranty, express or implied, is provided in relation to the fairness, accuracy,

correctness, completeness or reliability of the information, opinions or conclusions expressed

herein.

The 2011 financial information included in this presentation is preliminary, unaudited and

subject

to

revision

upon

completion

of

the

Company's

closing

and

audit

processes.

All references to dollars are to United States currency unless otherwise stated.

3

Cautionary Statement Regarding Forward-Looking Statements

This presentation includes forward-looking statements, as that term is defined under the Private Securities Litigation Reform Act of

1995.  Forward–looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events,

future revenue or performance, liquidity, cash flows, capital expenditures, financing needs, plans or business trends, and other

information that is not historical information.  When used in this presentation, the words “estimates,” “expects,” “anticipates,”

“projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and

variations of such words or similar expressions are intended to identify forward–looking statements.  All forward–looking statements,

including, without limitation, management’s examination of historical operating trends and data are based upon the Company’s

expectations and various assumptions.  Future events or results may differ from those anticipated or expressed in these forward-

looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking

statements include, among others, the risks and uncertainties described under the heading “Risk Factors” in the Company’s most

recent annual report on Form 10–K under Item 1A of Part 1, in the Company’s most recent quarterly report on Form 10–Q under Item

1A of Part II and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New

York and in other filings the Company makes with the Securities & Exchange Commission from time to time, as well as the following:

the ability of the Company to continue as a going concern, the Company’s ability to obtain Bankruptcy Court approval with respect to

motions in the chapter 11 cases, the ability of the Company and its subsidiaries to prosecute, develop and consummate one or more

plans of reorganization with respect to the chapter 11 cases, Bankruptcy Court rulings in the chapter 11 cases and the outcome of

the cases in general, the length of time the Company will operate under the chapter 11 cases, risks associated with third party

motions in the chapter 11 cases, which may interfere with the Company’s ability to develop and consummate one or more plans of

reorganization once such plans are developed, the potential adverse effects of the chapter 11 proceedings on the Company’s

liquidity, results of operations, brand or business prospects, the ability to execute the Company’s business and restructuring plan,

increased legal costs related to the chapter 11 bankruptcy filing and other litigation, our ability to raise sufficient proceeds from the

sale of non-core assets and the potential sale of our digital imaging patent portfolios within our plan, the Company’s ability to

generate or raise cash and maintain a cash balance sufficient to fund continued investments, capital needs, restructuring payments

and service its debt; the Company’s ability to maintain contracts that are critical to its operation, to obtain and maintain normal terms

with customers, suppliers and service providers, to maintain product reliability and quality, to effectively anticipate technology trends

and develop and market new products, to retain key executives, managers and employees, our ability to successfully license and

enforce our intellectual property rights and the ability of the Company’s non-US subsidiaries to continue to operate their businesses

in the normal course and without court supervision.  There may be other factors that may cause the Company’s actual results to

differ materially from the forward–looking statements.  All forward–looking statements attributable to the Company or persons acting

on its behalf apply only as of the date of this presentation, and are expressly qualified in their entirety by the cautionary statements

included in this presentation.  The Company 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.

4

Executive Summary

Eastman

Kodak

Company

(the

“Company”

or

“Kodak”)

is

a

worldwide

leader

in

imaging

technology,

helping

consumers,

businesses

and creative professionals unleash the power of pictures and printing to enrich their lives

The Company recently reorganized and simplified its operating structure into two reporting lines, Commercial and Consumer

–

The

Company

has

identified

specific

businesses

in

transformation

which

will

help

improve

its

financial

profile

–

For Kodak’s fiscal year ended 2011, the Company had revenues of ~$6B

Over the last several years the Company has been executing a plan to transform from a traditional film business to a profitable and

sustainable digital company but has experienced certain hurdles including:

–

Legacy and restructuring costs from the Company’s traditional businesses

–

More rapid decline than expected in traditional businesses and challenges reducing corporate costs as quickly

–

Investment required to grow new digital businesses

–

Delays in IP strategy used to fund investments

On January 19, 2012, Kodak and its U.S. subsidiaries filed for bankruptcy protection under Chapter 11 in New York

In connection with the filing, Kodak is raising up to $950 million of debtor-in-possession credit facilities (the “DIP Facilities”)

–

A

$250

million

senior

secured

asset-based

revolving

credit

facility

and

an

up

to

$700

million

senior

secured

term

loan

–

Proceeds from the DIP Facilities will be used to repay the Company’s existing revolver, and for working capital and general

corporate purposes during the Chapter 11 case

Key objectives of Kodak’s business reorganization plan are as follows:

–

Bolster liquidity in the U.S. and abroad

–

Monetize non-strategic intellectual property

–

Fairly resolve legacy liabilities

–

Focus on its most valuable business lines

Kodak

has

hired

James

A.

Mesterharm

of

AlixPartners

as

Chief

Restructuring

Officer

to

assist

in

the

implementation

and

execution

of the Company’s restructuring plan

Note:  The 2011 financial information included in this presentation is preliminary, unaudited and subject to revision upon completion of the Company's closing and audit processes.

Kodak Overview

6

Introduction: A Valuable Core; A Challenging Transition

Leader in Imaging Technology

Kodak operates development and manufacturing

centers across the globe

Diverse geographic revenue base with ~60% from

outside of the U.S.

The Kodak Brand: Strong and Valuable Asset

Nearly 21,000 registrations for Kodak and related

trademarks in 160 countries

Recognized as a top tier brand across the globe

Broad Geographic Footprint

Kodak History of Innovation

A transition from a film to a digital business

First Digital Camera (1976)

First PROSPER Press (2010)

First Consumer Color Digital Camera (1994)

Technology to select, arrange, and print

thumbnails (1998)

Creation Station Kiosk (1994)

Kodak Picture Exchange –

first online

imaging service for professional

photographers (1993)

7

$479

($14)

$152

$23

($180)

($61)

($61)

$81

(300)

(150)

0

150

300

450

$600

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

$1,914

$1,555

$1,756

$1,942

$1,322

$1,485

$1,462

$1,753

0

500

1,000

1,500

2,000

$2,500

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

2011: $6,022

Financial Update

Financial Commentary

2010: $640

2011: ($221)

2010: $7,167

Note:

Adjusted EBITDA excludes restructuring and pension and OPEB income or expense.

The sum of segment or quarterly amounts may not equal the total amounts due to rounding.

The 2011 financial information included in this presentation is preliminary, unaudited and

subject

to

revision

upon

completion

of

the

Company's

closing

and

audit processes.

2011 revenue driven by:

–

Continued decline in traditional film businesses

–

Transformative strategy in digital cameras

–

Revenue declines offset by increases in growth businesses,

up 12% in 2011

Margin improvement in Digital Cameras and Devices, Retail

System Solutions, Consumer Inkjet and Enterprise Services

Margin improvement offset by compression in Prepress, Digital

Printing Solutions and other traditional businesses

Performance impacted by non-recurring IP licensing revenue

Geographic Revenue Distribution

2010

US

43%

RoW

57%

RoW

66%

US

34%

2011

Revenue

($ in millions)

Adjusted EBITDA

($ in millions)

8

Where We Are Today: Simplifying Our Operating Structure

Before

Now

GCG

(2011 Rev: $2.7B)

CDG

(2011 Rev: $1.7B)

FPEG

(2011 Rev: $1.5B)

Digital Printing

Solutions

Business

Solutions &

Services

Prepress

Solutions

Retail Systems

Solutions

Digital Capture &

Devices

Gallery

Consumer Inkjet

Entertainment

Imaging

Traditional

Photofinishing

Industrial

Materials

Commercial

(2011 Rev: $3.4B)

Consumer

(2011 Rev: $2.6B)

Graphics, Entertainment &

Commercial Film Business

-

Prepress Solutions

-

Entertainment Imaging

-

Commercial

Film

(formerly

Industrial Materials)

Retail Systems Solutions

Digital Capture & Devices

Consumer Inkjet

Paper & Output Systems

(formerly

Traditional

Photofinishing)

Event Imaging Solutions

(formerly Traditional Photofinishing)

Digital & Functional Printing

-

Digital Printing Solutions

-

Functional Printing

-

Packaging Solutions

(formerly Prepress Solutions)

New Structure is More Efficient

Enterprise Services &

Solutions

*

-

Document Scanners

-

Workflow Software &

Services

Gallery

Intellectual

Property

(formerly

Digital

Devices

&

Cameras)

Film Capture

Focus on our consumer and commercial customers

Allocate resources more productively and improve efficiency

–

Go-to-market for strategy for consumer businesses

Further reduce administrative costs

Consumer Film

(formerly Film

Capture)

*  Formerly Business Solutions & Services.

Note: 

The 2011 financial information included in this presentation is preliminary, unaudited and subject to revision upon completion of the Company's closing and audit processes.

The sum of segment or quarterly amounts may not equal the total amounts due to rounding.

9

Investment Considerations

Market Leader in the Commercial Printing Sector

Significant

Global

Distribution

Capabilities

with

Direct

Businesses

in

33

Countries

Attractive and Valuable IP Portfolio

Growth Businesses at Earnings Inflection Point

Super Priority Claim

Collateral Coverage Protected by Borrowing Base and Collateral Amount

Sufficient Liquidity

CRO Hired by Company to Help Execute the Plan

Substantial Global Cost Reduction Opportunity

Our Plan

11

Key Objectives of Restructuring Plan

Bolster liquidity in the U.S. and abroad

Monetize non-strategic intellectual property

Fairly resolve legacy liabilities

Focus on its most valuable business lines

12

Document Scanners

(Part of Enterprise Services & Solutions)

Business Lines by Life Cycle

Kodak Will

Focus on its

Most Valuable

Businesses

While

Optimizing

Stakeholder

Value From its

Other

Operations

Core Businesses

Growth Businesses

Digital Plates

(Part of Prepress Solutions)

Workflow Software &

Services

(Part of Enterprise Services & Solutions)

Retail Systems Solutions

Digital Printing Solutions

Consumer Inkjet

Paper &

Output

Services

Entertainment

Imaging

Event Imaging

Solutions

Commercial

Film

Manage for Cash / Value

Digital Capture

& Devices

Gallery

Consumer

Film

Packaging Solutions

(Part of Prepress Solutions)

Intellectual

Property

Financial Overview By Life Cycle

Revenue

Adjusted EBITDA

Core

Core

Growth

Growth

Manage for Cash / Value

Manage for Cash / Value

$496

$562

$562

$629

$506

$579

$572

$640

0

500

$1,000

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

$227

$236

$264

$333

$265

$277

$287

$358

0

250

$500

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

$640

$757

$720

$902

$551

$629

$603

$691

$1,190

$757

$930

$980

$551

$629

$603

$755

$550

$210

$78

$64

0

500

1,000

$1,500

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

$23

$57

$54

$76

$24

$54

$57

$79

0

50

$100

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

($74)

($88)

($122)

($96)

($129)

($103)

($108)

($75)

(150)

(100)

(50)

$0

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

$530

$17

$220

$43

($75)

($12)

($10)

$77

(200)

0

200

400

$600

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

Non-recurring IP

2010: $2,250

2011: $2,297

2010: $1,061

2011: $1,187

2010 Ex IP: $3,019

2010 IP: $838

2011Ex IP: $2,474

2011 IP: $64

2010: $210

2011: $214

2010: ($380)

2011: ($415)

2010: $810

2011: ($20)

($ in millions)

13

Note:

Adjusted EBITDA excludes restructuring and pension and OPEB income or expense. 

The sum of segment or quarterly amounts may not equal the total amounts due to rounding.

The 2011 financial information included in this presentation is preliminary, unaudited and subject to revision upon completion of the Company's closing and audit processes.

14

IP Monetization Summary

Kodak is a pioneer in the field of imaging technology

Contemporary innovations include the invention of the digital still camera, online photo exchange, as

well as technology development in key digital capture fields such as sensors and image processing

algorithms

2008 through 2010 revenue and gross profit generated from licensing and royalties of $1,892M

The changing IP marketplace and Kodak’s business focus has prompted Kodak to offer part of its

extensive patent portfolio for sale

Includes

both

the

Digital

Capture

(DC)

and

Kodak

Imaging

Systems

&

Services

(KISS)

portfolios

Digital

Capture

Portfolio

Approximately 740 U.S. patents and 300 foreign patents

Approximately 155 pending U.S. applications and 230 pending foreign

applications

Kodak Imaging

Systems and

Services

Portfolio

Approximately 415 U.S. patents and 285 foreign patents

Approximately 135 pending U.S. applications and 180 pending foreign

applications

15

Robust DC and KISS Portfolios

Portfolios

cover

many

established

and

developing

digital

imaging

technologies

From “capture”

to “edit”

to “manage”

to “display”

to “share”

to “print”

Includes hardware, software, image science, networking & e-commerce

Camera Architecture

Optical Image Formation

Sensing & Signal Generation

Capture Image Processing

Capture Post Processing

Storage and Display

System Interfaces

Editing

Network Services

Sharing & Storing

Organization

Order Fulfillment

16

Cost-Cutting Initiatives: $100M+ Opportunity

$185

Corporate Engineering, Research,

Buildings and Other

$140

Legal, Human Resources, Marketing

and CEO

$260

Finance, Purchasing and

Information Systems

Corporate

Costs

Overview of Corporate Cost Reductions

$100M+ in Cost Reduction Opportunities

Have explored potential for cost cutting

across all corporate costs

–

Significant reduction in finance costs,

aided by simplified, two segment

reporting structure

–

All non-essential advertising and

marketing programs eliminated

–

All non-core corporate research and

engineering eliminated

–

Reduction taken across all functions

and include exiting unexpired

contracts

($ in millions)

17

Chief Restructuring Officer Will Aid Plan Execution

in the implementation and execution of the Company’s restructuring plan

Has earned numerous restructuring awards including the

“2010

Global

Turnaround

Consultant

of

the

Year”

by

the

Global M&A Network and the “2011 Transaction of the Year

Award”

from the Turnaround Management Association for

work done with General Growth Properties

Has been a guest lecturer on restructuring topics at

Northwestern University’s J.L. Kellogg School of

Management

A non-practicing Certified Public Accountant, he has a

degree in accounting and management from Purdue

University and a MBA from the Kellogg School of

Management

Function

Biography

Mr.

Mesterharm

will

oversee

bankruptcy

and

restructuring activities and support the Kodak

management team during the chapter 11 case to ensure

progress in the plan’s objectives to:

–

Bolster liquidity in the U.S. and abroad

–

Monetize non-strategic intellectual property

–

Fairly resolve legacy liabilities

–

Focus on Kodak’s most valuable business lines

Reporting Structure

Mr.

Mesterharm

will

report

directly

to

the

Kodak

Board

of

Directors

Kodak has hired James A. Mesterharm of AlixPartners as Chief Restructuring Officer to assist

Jim Mesterharm is an AlixPartners Managing Director

Has been a Managing Director at AlixPartners for more than

10 years

Has been involved in many of the most visible and

successful chapter 11 bankruptcy cases, such as General

Growth Properties, Safety-Kleen, Zenith Electronics, Silicon

Graphics Incorporated, Parmalat USA and many others

Has

served as

CRO of Parmalat USA and Tekni-Plex,

among others

18

13-Week Cash Flow U.S. Forecast

1

2

3

4

5

6

7

8

9

10

11

12

13

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Projected

Pre-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Post-Petition

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Week Ended

Total

01/13/12

01/20/12

01/27/12

02/03/12

02/10/12

02/17/12

02/24/12

03/02/12

03/09/12

03/16/12

03/23/12

03/30/12

04/06/12

CASH RECEIPTS:

Operating Receipts

35.0

$           

32.9

$           

38.0

$           

34.8

$           

31.5

$           

31.5

$           

26.0

$           

26.3

$           

33.6

$           

33.6

$           

33.6

$           

47.0

$           

30.2

$           

434.1

$        

Net Intercompany Trade Receipts

-

-

-

35.0

-

-

-

35.0

-

-

-

35.0

-

105.0

Other Receipts

(1)

-

-

0.4

-

-

-

3.4

-

-

-

-

45.4

-

49.3

Total Receipts

35.0

$           

32.9

$           

38.4

$           

69.8

$           

31.5

$           

31.5

$           

29.4

$           

61.3

$           

33.6

$           

33.6

$           

33.6

$           

127.4

$        

30.2

$           

588.4

$        

CASH DISBURSEMENTS:

General Disbursements

(33.8)

(31.8)

(67.8)

(32.7)

(31.1)

(31.1)

(24.7)

(37.2)

(34.2)

(34.2)

(32.8)

(35.5)

(15.2)

(442.2)

Payroll/Benefit

(14.5)

(21.9)

(3.2)

(32.5)

(3.4)

(28.5)

(2.8)

(31.2)

(3.0)

(27.7)

(3.0)

(27.7)

(5.9)

(205.2)

Other Disbursements

(2)

(9.0)

(13.0)

-

(12.3)

(4.6)

(9.6)

(4.6)

(12.3)

(4.8)

(9.8)

(4.8)

(12.3)

-

(97.2)

Total Disbursements

(57.3)

$         

(66.7)

$         

(71.0)

$         

(77.5)

$         

(39.1)

$         

(69.3)

$         

(32.2)

$         

(80.7)

$         

(42.0)

$         

(71.7)

$         

(40.5)

$         

(75.5)

$         

(21.0)

$         

(744.6)

$       

Net Cash Flow, bef. Debt, and Restructuring

(22.3)

$         

(33.8)

$         

(32.6)

$         

(7.7)

$           

(7.6)

$           

(37.8)

$         

(2.8)

$           

(19.4)

$         

(8.3)

$           

(38.1)

$         

(6.9)

$           

51.9

$           

9.1

$             

(156.2)

$       

Cumulative

(22.3)

$        

(56.0)

$        

(88.7)

$        

(96.4)

$        

(104.0)

$      

(141.8)

$      

(144.6)

$      

(164.0)

$      

(172.3)

$      

(210.4)

$      

(217.3)

$      

(165.3)

$      

(156.2)

$      

(156.2)

$      

RESTRUCTURING/INTEREST RELATED

Restructuring Related, Fees and Interest Expense

(3) (4)

(7.8)

(49.4)

(28.4)

(29.8)

(29.8)

(51.7)

(3.7)

-

-

(0.4)

(6.1)

-

(0.6)

(207.5)

Total Restructuring/Interest Related

(7.8)

$           

(49.4)

$         

(28.4)

$         

(29.8)

$         

(29.8)

$         

(51.7)

$         

(3.7)

$           

-

$             

-

$             

(0.4)

$           

(6.1)

$           

-

$             

(0.6)

$           

(207.5)

$       

Net Cash Flow, before Draw (Repay)

(30.1)

$         

(83.2)

$         

(61.0)

$         

(37.5)

$         

(37.4)

$         

(89.5)

$         

(6.4)

$           

(19.4)

$         

(8.3)

$           

(38.5)

$         

(13.0)

$         

51.9

$           

8.5

$             

(363.7)

$       

Cumulative

(30.1)

$        

(113.3)

$      

(174.3)

$      

(211.7)

$      

(249.1)

$      

(338.6)

$      

(345.1)

$      

(364.4)

$      

(372.8)

$      

(411.3)

$      

(424.2)

$      

(372.3)

$      

(363.7)

$      

(363.7)

$      

DIP Term Loan Draw/(Repay)

-

400.0

-

-

-

300.0

-

-

-

-

-

(15.0)

-

685.0

Repayment of Pre-Petition Revolver

(0.0)

(100.0)

-

-

-

-

-

-

-

-

-

-

-

(100.0)

DIP ABL Draw/(Repay)

-

-

-

-

-

-

0.0

0.0

(0.0)

-

0.0

(0.0)

0.0

0.0

Net Cash Flow

(30.1)

$         

216.9

$        

(61.0)

$         

(37.5)

$         

(37.4)

$         

210.5

$        

(6.4)

$           

(19.4)

$         

(8.3)

$           

(38.5)

$         

(13.0)

$         

36.9

$           

8.5

$             

221.3

$        

Cumulative

(30.1)

$        

186.7

$        

125.7

$        

88.3

$          

50.9

$          

261.4

$        

254.9

$        

235.6

$        

227.2

$        

188.7

$        

175.8

$        

212.7

$        

221.3

$        

221.3

$        

Beginning Operating Cash Balance

115.0

$        

84.9

$           

301.8

$        

240.7

$        

203.3

$        

165.9

$        

376.4

$        

370.0

$        

350.6

$        

342.2

$        

303.7

$        

290.8

$        

327.7

$        

115.0

$        

Ending Operating Cash Balance

84.9

$           

301.8

$        

240.7

$        

203.3

$        

165.9

$        

376.4

$        

370.0

$        

350.6

$        

342.2

$        

303.7

$        

290.8

$        

327.7

$        

336.3

$        

336.3

$        

Beginning Pre-Petition Revolver

100.0

$        

100.0

$        

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

100.0

$        

Ending Pre-Petition Revolver

100.0

$        

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

Beginning DIP ABL

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

0.0

$             

0.0

$             

-

$             

-

$             

0.0

$             

-

$             

-

$             

Ending DIP ABL

(5) (6)

-

$             

-

$             

-

$             

-

$             

-

$             

-

$             

0.0

$             

0.0

$             

-

$             

-

$             

0.0

$             

-

$             

0.0

$             

0.0

$             

Beginning DIP Term Loan

-

$             

-

$             

400.0

$        

400.0

$        

400.0

$        

400.0

$        

700.0

$        

700.0

$        

700.0

$        

700.0

$        

700.0

$        

700.0

$        

685.0

$        

-

$             

Ending DIP Term Loan

-

$             

400.0

$        

400.0

$        

400.0

$        

400.0

$        

700.0

$        

700.0

$        

700.0

$        

700.0

$        

700.0

$        

700.0

$        

685.0

$        

685.0

$        

685.0

$        

1) Includes asset sales, intercompany advances and dividends, and other receipts.

2) Include silver purchases, EI rebates and miscellaneous disbursements.

3) Includes professional fees, restructuring charges, DIP related fees and interest, utility deposits, and payments under various supplier motions.

4) Includes $120M of payments under supplier motions.

5) Approximately $136M of LCs and secured agreements will be issued or secured under the facility.

6) The forecast assumes the remainder of the DIP is available but not drawn so that the company can comply with the minimum liquidity covenant.

Transaction Overview

20

Transaction Overview

The Company is inviting potential lenders to participate in an up to $950 million debtor-

in-possession facility

The transaction will provide the Company with necessary liquidity and will be used to

refinance the pre-petition first lien asset based revolving credit facility

The DIP facility is comprised of:

–

A $250 million asset based revolving tranche secured by (i) a first lien on all U.S.

accounts receivable, inventory and M&E, (ii) a first lien on all

Canadian accounts

receivable and inventory and (iii) a second lien on the collateral securing the Term

Loan tranche

–

An up to $700 million term loan tranche secured by (i) a first priority security

interest in property, plant, rights under leases and other contracts, patents,

copyrights, trademarks, tradenames, other intellectual property and a 65% pledge

of the stock of foreign subsidiaries and (ii) a second priority security interest in the

collateral securing the Asset Based Revolver

21

Sources & Uses

At Interim Order

($ in millions)

Interim Order to Final Order

(2)

($ in millions)

Sources of Funds

Amount

%

Uses of Funds

Amount

%

DIP ABL Revolver

(1)

$0.0

0%

Repayment of principal under pre-petition ABL Facility

$100.0

11%

DIP Term Loan

700.0

77%

General cash disbursements

323.6

36%

Cash receipts from Interim to Final

204.1

23%

Restructuring / interest related expenses

189.0

21%

Cash to balance sheet

291.4

32%

Total Sources

$904.1

100%

Total Uses

$904.1

100%

Sources of Funds

Amount

%

Uses of Funds

Amount

%

DIP ABL Revolver

(1)

$0.0

0%

Repayment of principal under pre-petition ABL Facility

$100.0

25%

DIP Term Loan

400.0

100%

Restructuring expenses and cash to balance sheet

300.0

75%

Total Sources

$400.0

100%

Total Uses

$400.0

100%

1.

Commitments under the DIP ABL Revolver will total $250 million.  At closing, the facility will be used to refinance the letters of credit and secured agreements under the

pre-petition ABL facility.

2.

Based on the Company’s 13-week cash flow forecast beginning the week ended 1/20/2012 through the week ended 2/17/2012.

22

Pro Forma Capitalization at Final Order

*Amounts illustrated above as disclosed by the Company and represent outstanding principal amount.

1.Commitments

under

the

DIP

ABL

Revolver

will

total

$250

million.

At

closing,

the

facility

will

be

used

to

refinance

the

letters of credit and secured agreements under the pre-petition ABL facility.

Pro Forma Capitalization Table at Final Order

($ in millions)

12/31/2011*

Adjustments

Pro Forma

Post-Petition

DIP ABL Revolver

(1)

-

-

-

DIP Term Loan

-

$700

$700

Total Post-Petition Secured Debt

-

$700

Pre-Petition

Existing ABL Revolver

$100

($100)

-

Total First Lien Secured Debt

$100

-

9.75% Second Lien Notes due 2018

$500

-

$500

10.625% Second Lien Notes due 2019

250

-

250

Total Second Lien Secured Debt

$750

$750

7.25% Senior Unsecured Notes due 2013

$250

-

$250

7% Convertible Senior Notes due 2017

400

-

400

9.95% Senior Unsecured Notes due 2018

3

-

3

9.20% Senior Unsecured Notes due 2021

10

-

10

Other U.S. term notes

20

-

20

Other German term notes

80

-

80

Total Unsecured Debt

$763

$763

Total Debt

$1,613

$2,213

23

Summary of Terms –

Asset Based Revolver

(1)

The Borrowing Base for the U.S. Loan Parties and the Canadian

Loan Parties shall be calculated separately.

Borrowers

Eastman Kodak Company, as a debtor and debtor-in-possession, and Kodak Canada Inc.

Guarantors

All of the Company’s direct and indirect U.S. and Canadian subsidiaries (substantially identical to the prepetition ABL facility)

Agent

Citicorp North America, Inc.

Sole Lead Arranger

Citigroup Global Markets Inc.

Facility

$250 million asset based revolving credit facility comprised of:

•

$225 million U.S. facility

•

$25 million Canadian facility

LC Sublimit

$200 million sublimit under the U.S. facility

Closing Date

January 20, 2012

Tenor

18 months from the Closing Date

Use of Proceeds

Together with the term loan facility for working capital and general corporate purposes, including to refinance all of the indebtedness

outstanding under the prepetition ABL facility and to pay fees and expenses related to the transactions

Security

•

First priority security interest in cash and cash collateral (incl. any investments of such cash, but excl. proceeds of Term Loan

collateral), deposit accounts, inventory, machinery and equipment, accounts receivable and letter of credit rights relating to

inventory, accounts receivable, machinery and equipment and proceeds of the foregoing

•

Second

priority

security

interest

in

the

collateral

securing

the

term

loan

Borrowing Base

(1)

Equal to the sum of (x) 85% of eligible accounts receivable, plus (y) the lesser of (I) 65% of cost of eligible inventory and (II) 85% of

the Net Orderly Liquidation Value (“NOLV”) of eligible inventory, plus (z) the lesser of (I) $35 million and (II) 75% of the NOLV of

eligible machinery and equipment, in each case of the Loan Parties (or, in the case of eligible machinery and equipment, of the U.S.

Loan Parties), minus reserves

Availability Block

A $25 million US availability block will be in effect at all times after applying the $225 million facility limit

Pricing

L + 325 bps

Unused Fee

50 bps

Borrowing Base

Reporting

The Company must provide Borrowing Base Certificates (A) semi-monthly (as of the 15th day and as of the last day of each month);

(B) immediately, if at any time the Company becomes aware that the Borrowing Base would be less than 85% of the Borrowing Base

as of the most recent Borrowing Base Certificate, (C) weekly upon the occurrence and continuance of an Event of Default

Field Examinations /

Appraisals

Cash Dominion

Full cash dominion at all times with funds swept into a Sweep Account and used to repay amounts outstanding during the

continuation of an Event of Default

Field examinations and appraisals of inventory and machinery and equipment may be conducted twice per annum with unlimited field

examinations and appraisals permitted during the continuation of an Event of Default

24

Summary of Terms –

Term Loan

Borrowers

Eastman Kodak Company, as a debtor and debtor-in-possession

Guarantors

All of the Company’s direct and indirect U.S. subsidiaries

Agent

Citicorp North America, Inc.

Sole Lead

Arranger

Citigroup Global Markets Inc.

Facility

Up to $700 million term loan facility

$400 million made available upon the approval of the Interim Order

Up

to

$300

million

to

be

made

available

upon

the

approval

of

the

Final

Order

Facility Rating

TBD

Closing Date

January 20, 2012

Tenor

18 months from the Closing Date

Use of Proceeds

Together with the ABL facility for working capital and general corporate purposes, including to refinance all

of the indebtedness outstanding under the prepetition ABL facility and to pay fees and expenses related to

the transactions

Security

First priority security interest in property, plant, rights under leases and other contracts, patents,

copyrights, trademarks, tradenames, other intellectual property and a 65% pledge of the stock of foreign

subsidiaries

Second

priority

security

interest

in

the

collateral

securing

the

Asset

Based

Revolver

Pricing

L + 750 bps with a 1.00% LIBOR floor

OID

97.00 –

97.50

Mandatory

Prepayments

Usual and customary for financings of this type, including, but not limited to, (i) 100% of net cash proceeds

from the sale of the Digital Imaging Patent Portfolio, (ii) 75% of IP settlement proceeds and Other Proceeds

(this “reinvestment right”

is subject to a maximum of $150 million of proceeds that will be

available to the

Company)

25

Asset Based Revolver and Term Loan Covenants

Affirmative

Covenants

Usual and customary for DIP facilities, including, but not limited to:

The hiring and continued employment of a Chief Restructuring Officer

Case milestones, including, but not limited to, the requirement to file a bidding procedures motion under

Section 363 of the Bankruptcy Code relating to the sale of the IP Portfolio by no later than June 30, 2012

Negative

Covenants

Usual and customary for DIP facilities, including, but not limited to, restrictions on liens, mergers,

indebtedness, asset sales, transactions with affiliates, dividends, investments

Financial

Reporting

Covenants

Annual audited, quarterly unaudited and monthly unaudited financial statements

Weekly 13-week cash flow projections

Not

later

than

September

30,

2012

annual

audited

and

quarterly

unaudited

“carve-out”

financial

statements for the Company’s consumer and commercial businesses and additional business units to be

agreed

Financial

Covenants

Minimum

Consolidated

Adjusted

EBITDA:

Covenant

levels

posted

to

Intralinks

Minimum

US

Liquidity:

(i)

Prior

to

the

approval

of

the

Final

Order,

$125

million,

(ii)

between

the

Final

Order Entry Date (or, if later, the date on which the remaining term loan amount is funded) and March

31, 2012, $250 million, (iii) between April 1, 2012 and September 30, 2012, $150 million and (iv) after

September 30, 2012, $100 million

26

Term Loan Collateral Overview

The DIP Term Loan facility will have a perfected first priority secured interest in intellectual property, real estate and a

65% pledge of the stock of foreign subsidiaries

–

Additionally, the DIP Term Loan will benefit from a perfected second priority secured interest in the collateral securing

the ABL on a first lien basis

Intellectual

Property

Description

Digital Capture (DC) and Kodak Imaging Systems and Services (KISS) patent portfolios being marketed for sale

DC and KISS comprise of 1,160 US patents, 585 foreign patents and 700 patent applications

In total, Kodak patent portfolio includes 10,700 worldwide patents

DC

and

KISS

patent

portfolio

valued

at

$2.2

-

$2.6

billion *

* Provided by 284 Partners, LLC

Real Estate

Stock of Foreign

Subsidiaries

Includes the Company’s corporate headquarters in Rochester, NY

23 domestic properties located in 8 states

Net book value of U.S. real property as of 12/31/2011 totaled approximately $207 million

Lien on

ABL Collateral

Operates multiple business lines in foreign jurisdictions

FYE 2010 Net Sales attributed to foreign countries of $4,083 million

FYE

2010

Net

Plant,

Property

&

Equipment

in

foreign

countries

of

$373

million

Potential Non-

Core Business

Sales

Company has covenanted in the Credit Agreement to provide, not later than September 30, 2012, annual audited and

quarterly

unaudited

“carve-out”

financial

statements

for

the

Company’s

consumer

and

commercial

businesses

and

additional business units to be agreed

Term

Loan

lenders

will

have

a

lien

on

U.S.

ABL

collateral;

ABL

facility

size

of

$250

million

U.S. ABL Borrowing Base is sum of (i) 85% of U.S. eligible A/R, plus (ii) lesser of (a) 65% of cost of U.S. eligible

inventory

and

(II)

85%

of

NOLV

of

U.S.

eligible

inventory,

(iii)

lesser

of

(a)

$35

million

and

(b)

75%

of

NOLV

of

U.S.

eligible M&E, minus reserves

Gross assets securing the U.S. ABL on a first lien basis as of 12/31/2011 totaled approximately $920 million

27

Transaction

Timeline

–

Term

Loan

Week of

Action

January 16

th

•

Bankruptcy filing

January 23

rd

•

Launch of syndication via Lender Call

•

Commitments due from potential lenders

January 2012

February 2012

S

M

T

W

T

F

S

S

M

T

W

T

F

S

1

2

3

4

5

6

7

1

2

3

4

8

9

10

11

12

13

14

5

6

7

8

9

10

11

15

16

17

18

19

20

21

12

13

14

15

16

17

18

22

23

24

25

26

27

28

19

20

21

22

23

24

25

29

30

31

26

27

28

29

Appendix

29

Businesses Under U.K. Corporate Structure

Eastman Kodak Company

Kodak Limited U.K.

All Other Corporate Entities and Branches

Business Operations

Specific Country Operations

India

Kodak International

Finance Limited (finance

vehicle for rest of world)

Manufacturing for Paper &

Output Systems

Prepress Solutions facility in

Leeds

Cinesite: Kodak’s visual

effects business

All other Kodak Operations

The proportion of Kodak’s business operations that are under the U.K.

corporate structure is immaterial. Kodak U.K. also holds KIFL, which is finance

vehicle for ROW.  Kodak is in constructive discussions with the trustees of its

U.K. pension plan.

30

Non-GAAP Reconciliations

Within the Company's January 23, 2012 Public Lender Presentation, reference is made to certain non-GAAP financial measures, including

“Core

Adjusted

EBITDA”,

“Growth

Adjusted

EBITDA”,

“Manage

for

Cash/Value

Adjusted

EBITDA”

and

“Adjusted

EBITDA”

The

following

table

reconciles

2011

Core

Adjusted

EBITDA,

Growth

Adjusted

EBITDA,

Manage

for

Cash/Value

Adjusted

EBITDA

and

Adjusted

EBITDA to the GAAP measure of 2011 net (loss) earnings attributable to Eastman Kodak Company (amounts in millions):

Full Year

Q1 2011

Q2 2011

Q3 2011

Q4 2011

2011

Core adjusted EBITDA, as presented

24

$        

54

$        

57

$        

79

$        

214

$       

Growth adjusted EBITDA, as presented

(129)

(103)

(108)

(75)

(415)

Manage for cash/value adjusted EBITDA,

   as presented

(75)

(12)

(10)

77

(20)

Adjusted EBITDA, as presented

(180)

$    

(61)

$      

(61)

$      

81

$        

(221)

$     

Depreciation

(64)

(67)

(62)

(60)

(253)

Amortization

(11)

(9)

(10)

(9)

(39)

Pension/OPEB service costs and amortization of

   recognized prior service costs

1

2

2

2

7

Restructuring costs, rationalization and other

(35)

(36)

(18)

(44)

(133)

Interest cost, expected return on plan assets,

   amortization of actuarial gains (losses) and

   settlement components of pension & OPEB expense

(8)

(4)

(13)

(3)

(28)

Other operating (expenses) income, net

70

1

(12)

8

67

Interest expense

(38)

(38)

(41)

(39)

(156)

Other income (charges), net

(8)

17

(7)

(4)

(2)

Loss from continuing operations before income

   taxes

(273)

$    

(195)

$    

(222)

$    

(68)

$      

(758)

$     

(Benefit) provision for income taxes

(24)

(16)

-

49

9

Loss from continuing operations 

(249)

$    

(179)

$    

(222)

$    

(117)

$    

(767)

$     

Earnings from discontinued operations, net of

   income taxes

3

-

-

-

3

Net loss attributable to Eastman Kodak

   Company

(246)

$    

(179)

$    

(222)

$    

(117)

$    

(764)

$     

31

Non-GAAP Reconciliations

Within the Company's January 23, 2012 Public Lender Presentation, reference is made to certain non-GAAP financial measures, including

“Core

Adjusted

EBITDA”,

“Growth

Adjusted

EBITDA”,

“Manage

for

Cash/Value

Adjusted

EBITDA”

and

“Adjusted

EBITDA”

The

following

table

reconciles

2010

Core

Adjusted

EBITDA,

Growth

Adjusted

EBITDA,

Manage

for

Cash/Value

Adjusted

EBITDA

and

Adjusted

EBITDA to the GAAP measure of 2010 net earnings (loss) attributable to Eastman Kodak Company (amounts in millions):

Full Year

Q1 2010

Q2 2010

Q3 2010

Q4 2010

2010

Core adjusted EBITDA, as presented

23

$        

57

$        

54

$        

76

$        

210

$       

Growth adjusted EBITDA, as presented

(74)

(88)

(122)

(96)

(380)

Manage for cash/value adjusted EBITDA,

   as presented

530

17

220

43

810

Adjusted EBITDA, as presented

479

$      

(14)

$      

152

$      

23

$        

640

$       

Depreciation

(84)

(77)

(81)

(76)

(318)

Amortization

(17)

(15)

(15)

(13)

(60)

Pension/OPEB service costs and amortization of

   recognized prior service costs

3

3

3

2

11

Restructuring costs, rationalization and other

(14)

(11)

(29)

(24)

(78)

Interest cost, expected return on plan assets,

   amortization of actuarial gains (losses) and

   settlement components of pension & OPEB expense

26

22

25

23

96

Other operating (expenses) income, net

(4)

2

3

(620)

(619)

Legal contingencies and settlements

-

(10)

-

2

(8)

Loss on early extinguishment of debt

(102)

-

-

-

(102)

Interest expense

(38)

(41)

(38)

(32)

(149)

Other income (charges), net

(4)

-

8

22

26

Earnings (loss) from continuing operations before

   income taxes

245

$      

(141)

$    

28

$        

(693)

$    

(561)

$     

Provision (benefit) for income taxes

126

26

71

(109)

114

Earnings (loss) from continuing operations

119

$      

(167)

$    

(43)

$      

(584)

$    

(675)

$     

(Loss) earnings from discontinued operations, net of

   income taxes

-

(1)

-

(11)

(12)

Net earnings (loss) attributable to Eastman Kodak

   Company

119

$      

(168)

$    

(43)

$      

(595)

$    

(687)

$     

EX-99.2

Business Segment Review

Exhibit 99.2

2

Disclaimer

This presentation has been prepared by Eastman Kodak Company (the “Company”). It

contains general information about the Company’s activities as at the date of the presentation.

It is information given in summary form and does not purport to be complete.

This presentation is not, and nothing in it should be construed as, an offer, invitation or

recommendation in respect of the facilities or any of the Company’s securities, or an offer,

invitation or recommendation to sell, or a solicitation of an offer to buy, the facilities or any of

the Company’s securities in any jurisdiction. Neither this document nor anything in it shall form

the basis of any contract or commitment. This presentation is not intended to be relied upon as

advice to investors or potential investors and does not take into account the investment

objectives, financial situation or needs of any investor. All investors should consider such

factors in consultation with a professional advisor of their choosing when deciding if an

investment is appropriate.

The Company has prepared this presentation based on information available to it, including

information derived from public sources that have not been independently verified. No

representation or warranty, express or implied, is provided in relation to the fairness, accuracy,

correctness, completeness or reliability of the information, opinions or conclusions expressed

herein.

The 2011 financial information included in this presentation is preliminary, unaudited and

subject

to

revision

upon

completion

of

the

Company's

closing

and

audit

processes.

All references to dollars are to United States currency unless otherwise stated.

3

Cautionary Statement Regarding Forward-Looking Statements

This presentation includes forward-looking statements, as that term is defined under the Private Securities Litigation Reform Act of

1995.  Forward–looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events,

future revenue or performance, liquidity, cash flows, capital expenditures, financing needs, plans or business trends, and other

information that is not historical information.  When used in this presentation, the words “estimates,” “expects,” “anticipates,”

“projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and

variations of such words or similar expressions are intended to identify forward–looking statements.  All forward–looking statements,

including, without limitation, management’s examination of historical operating trends and data are based upon the Company’s

expectations and various assumptions.  Future events or results may differ from those anticipated or expressed in these forward-

looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking

statements include, among others, the risks and uncertainties described under the heading “Risk Factors” in the Company’s most

recent annual report on Form 10–K under Item 1A of Part 1, in the Company’s most recent quarterly report on Form 10–Q under Item

1A of Part II and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New

York and in other filings the Company makes with the Securities & Exchange Commission from time to time, as well as the following:

the ability of the Company to continue as a going concern, the Company’s ability to obtain Bankruptcy Court approval with respect to

motions in the chapter 11 cases, the ability of the Company and its subsidiaries to prosecute, develop and consummate one or more

plans of reorganization with respect to the chapter 11 cases, Bankruptcy Court rulings in the chapter 11 cases and the outcome of

the cases in general, the length of time the Company will operate under the chapter 11 cases, risks associated with third party

motions in the chapter 11 cases, which may interfere with the Company’s ability to develop and consummate one or more plans of

reorganization once such plans are developed, the potential adverse effects of the chapter 11 proceedings on the Company’s

liquidity, results of operations, brand or business prospects, the ability to execute the Company’s business and restructuring plan,

increased legal costs related to the chapter 11 bankruptcy filing and other litigation, our ability to raise sufficient proceeds from the

sale of non-core assets and the potential sale of our digital imaging patent portfolios within our plan, the Company’s ability to

generate or raise cash and maintain a cash balance sufficient to fund continued investments, capital needs, restructuring payments

and service its debt; the Company’s ability to maintain contracts that are critical to its operation, to obtain and maintain normal terms

with customers, suppliers and service providers, to maintain product reliability and quality, to effectively anticipate technology trends

and develop and market new products, to retain key executives, managers and employees, our ability to successfully license and

enforce our intellectual property rights and the ability of the Company’s non-US subsidiaries to continue to operate their businesses

in the normal course and without court supervision.  There may be other factors that may cause the Company’s actual results to

differ materially from the forward–looking statements.  All forward–looking statements attributable to the Company or persons acting

on its behalf apply only as of the date of this presentation, and are expressly qualified in their entirety by the cautionary statements

included in this presentation.  The Company 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.

4

Commercial

Consumer

Graphics, Entertainment &

Commercial Film Business

Digital & Functional Printing

Enterprise Services & Solutions

Retail Systems Solutions

Consumer Inkjet

Paper & Output Systems

Event Imaging Solutions

Digital Capture & Devices

Gallery

Consumer Film

Intellectual Property

2011E Revenue

$3.4B

$2.6B

Simplified Structure

Commercial Segment

Graphics, Entertainment & Commercial

Film Business

7

Prepress Solutions Portfolio

Offset Consumables

Output Devices

Trillian

SP

Electra XD

Thermal Direct

Trendsetter

Magnus

Trendsetter NX System

Profit & Cash Generation

EM & Packaging Growth

Winning Portfolio Transition

New GTM Model

Fulfillment Model

Focus on Solutions Designed for Packaging and

Emerging Markets

Grow OEM Sales

Profit & Cash Generation

EM & Packaging Growth

8

Commercial Output Addressable Market

Worldwide Market Size ($bn)

2010

2015

CAGR ’10–’15

Flexo Plates

$0.7

$0.8

3.1%

Digital Plates

$3.6

$4.2

3.1%

Digital Print

$7.5

$10.2

6.3%

DI Capture

$1.2

$1.4

3.1%

SW & Services

$1.7

$2.3

6.8%

OD & Other

$3.5

$3.2

(1.7)%

Total

$18.2

$22.1

4.0%

Worldwide Market Size ($bn)

$18.20

$22.10

0

5

10

15

20

$25

2010

2015

Digital Print

Digital Plates

DI Capture

Flexo Plates

SW & Services

OD & Other

9

Entertainment Imaging

Objectives

Key Imperatives

Generate cash over the planning horizon

Maintain leadership position in the industry

Create new vectors of opportunity

Continue to aggressively manage costs ahead of volume decline

–

Balance customer satisfaction with infrastructure activities

–

Continue to maintain product quality, while making tradeoffs between customer

service level and cost

Simplify and maintain studio contracts

–

Disney, Sony, Paramount, Universal, Warner Brothers

Execute Silver Insulation Plan

Find growth opportunities in a low investment manner

–

Digital Asset Management included in plan

–

Evaluate partnerships

10

Entertainment Imaging: Industry Update

Industry adapting to changing market

dynamics

–

Declining DVD sales impact studio

profitability

–

Major studio releases down, films

staying in theaters longer

–

Increased number of 3D features

Digital Cinema adoption for first-run

screens at year-end 2011 estimated

at 40-50%

Source: Screen Digest.

Worldwide % Digital Cinema First-Run Screens Converted

ECP Volume Projections

EK Base Plan

EK Base Plan

0

20

40

60

80

100%

2009

2010

2011

2012

2013

2014

2015

SD April 2011

DC Slows, 3D Fades

0

2,000

4,000

6,000

8,000

10,000

12,000

2009

2010

2011

2012

2013

2014

2015

SD April 2011

DC Slows, 3D Fades

Digital and Functional Printing

12

Digital Printing Solutions

Roll-Fed

Presses

Services &

Consumables

High-volume

roll-fed color

presses

Services

Business Dev.

Operations Mgmt.

Support

Consumables

Printheads

Ink

Toner

ORC’s

Sheet-Fed

Presses

B&W and color

sheet-fed

production presses

Components

Imprinting

solutions for

web presses

•

Transaction

•

Direct Mail

•

Books

•

Newspaper

•

Magazines

•

Direct Mail

•

Ad collateral

•

Books, Photo

•

Transaction

•

Folding Cartons

•

Direct Mail

•

Books

•

Inserts, Labels

•

Corrugated

•

Specialty

•

All segments

13

Digital Printing Trends

Books

2.8T

Total pages

17%

Digital page CAGR

‘09-’12

Direct Mail

2.9T

Total pages

10%

Digital page CAGR

‘09-’12

Newspapers

19.2T

Total pages

26%

Digital page CAGR

‘09-’12

Catalogs

3.4T

Total pages

42%

Digital page CAGR

‘09-’12

Promotional

6.8T

Total pages

14%

Digital page CAGR

‘09-’12

Value Prop

•

Improved ROMI

•

Lower

production cost

Value Prop

•

Improved ROMI

•

Lower

production cost

Value Prop

•

Improved ROMI

•

Supply chain

efficiency

Value Prop

•

Lower

production cost

•

Supply chain

efficiency

Value Prop

•

Improved ROMI

•

Supply chain

efficiency

Note: Above page volumes represent WW volumes for these specific applications.

14

Digital Printing Solutions Highlights –

PROSPER Printing

Prosper

5000XL Color Press

Prosper

Components

Prosper is a Breakthrough for Print Providers

Game-changing technology in the transformation of print

Game-changing Stream IJ technology

Highly advantaged production digital

solutions

Attractive margins on equipment, ink

and service

Digital pages offer 15X revenue

opportunity than traditional

Opportunity to grow in emerging

markets as well as in Publishing and

Promotional applications

PROSPER Delivers:

Highest-speed inkjet printing

Magazine quality

Broad range of media

Lowest running cost

Expanding Solutions

Expanding Applications

Books

Direct Mail

Newsprint

Magazines

Catalogs

Advertising Collateral

Packaging

Selected Highlights

15

Target Functional Printing Markets

Materials

Printed Electronics

Energy

Smart Packaging

Bio-Tech

Substrates

Display

Solar

Harvesting

RFID

Anti-Microbial

Conductive

Inks

EMI

Lighting

Visual

Readouts

Tissue

Regen Film

Coatings

Transistors

Printed

Batteries

Interactive

Media

Disposable

Sensor

Opportunistic 0–18

Extend Reach 18–36

Future Participation 36+

16

Packaging Solutions

Flexo Consumables

Proofing Solutions

Flexcel NX System

Flexo SRC/M/H

DITR Washout CRS

Approval NX System

IIJ Proofing

Invest & Grow

Lead Packaging Growth Initiative

Approval Product Line Supports Packaging Initiative

Manage Ink Jet Proofing for Cash

Prepare for End of Life

17

Packaging Solutions Key Highlights

Fastest growing and sustainable print

market

Highly fragmented value chain

Ripe for technology substitution

Kodak well positioned to lead digitization

and drive integration

Attractive business case, but need to

accelerate to scale

Best segment-optimized digital solutions

in the industry                               

#1 market share worldwide in digital

prepress

Game-changing technology upsides

–

No process digital offset

–

Digital Flexo

for Packaging / Functional

Printing

Growth opportunities in emerging

markets, Packaging Segment, and

Functional Printing

Packaging Market Growth

0

50,000

100,000

150,000

200,000

250,000

300,000

$350,000

2005

2010

2015

  Western Europe 

  North America 

  Latin America 

  Asia-Pacific 

  Other 

($ in millions)

The Packaging Industry

$189B

$237B

$307B

Selected Highlights

Enterprise Services & Solutions

19

Enterprise Services & Solutions Business Overview

Enterprise Marketing &

Brand

Print

Enterprise Document

Management

Market Needs

•

Making content available to

drive enterprise business

decisions

•

Modernization in emerging

markets

Target Markets

•

Government

•

Finance

•

Retail

Applications

•

Content management with

imaging and document

services

Market Needs

•

Improve ROMI through

increased effectiveness of

multi-channel communication

•

Consistent representation of

the brand

Target Markets

•

CPG

•

Pharma

•

Retail

Applications

•

Marketing communications

•

Packaging

•

Transpromo

Market Needs

•

Better ROI in declining industry

•

Print effectiveness in multi

channel communication

•

New revenue sources for new

services

•

Competencies and access to

digital

Target Segments

•

Commercial

•

Packaging

•

Publishing

•

Enterprise

20

Large Market Opportunity with Attractive Growth

Market Size

And Growth

Enterprise Document

Management

$16.6bn

13% CAGR

•

Scanners

$0.9bn, 2%

•

Capture Software

$0.5bn, 10%

•

Services

$15.2bn, 14%

•

Analog Products + Services

Print

$32.4bn

5% CAGR

•

Software

$1.3bn, 8%

•

Services

$31.8bn, 5%

Enterprise Brand &

Marketing Software

$2.1bn

12%

CAGR

Content

Management

Asset

Management

Content Driven

Print

Census,

Elections

Control Point of Print

Packaging

Campaign Management

21

Enterprise Services & Solutions Highlights

Customers

Enterprise Document Management

Document Management leadership

position

–

Access to valuable information,

control points and connection for print

(i.e. census, elections)

–

Critical nature of service leads to

customer stickiness

High margin and growth

Business booked on long term contracts

Strength in technologies such as

security solutions, campaign

management (VDP, effective), capture

software

Market opportunity in services for

Enterprise Document Management and

Print is compelling

Enterprise Marketing & Brand

Print

Selected Highlights

Consumer Segment

Retail Systems Solutions

24

Retail Systems Solutions

Kodak Instant

Picture Kiosks

Dry Labs (APEX)

#1 worldwide

instant prints

>100K placements

>65K retail sites

WW

#1 new placements

worldwide

#1 installed base in

US & Europe

Retail Photo Dept

Software

Thermal Print

Solutions

At Home / On The

Go Solutions

#1 worldwide

80 million unique

consumers

>160 million kiosk

sessions/year

>45k connected

devices

#1 worldwide

Proven reliability

at retail

6,600 EP Duplex

Solution

Net 2 Retail

Host Retail Photo

Sites

Off site gifting

fulfillment

Create@Home

SW

Kodak is the Market Leader in Global Retail Installed Base

25

0

20

40

60

80

100%

2010

2011

2012

2013

2014

2015

Wet

Dry

WW Photo Products Output Market Opportunity

WW Consumer Value by Product

WW Consumer Value by Pathway

WW Consumer Value by Region

Retail Digital 4x6 Prints

0

4,000

8,000

12,000

$16,000

2010

2011

2012

2013

2014

2015

Retail

Online to Home

Home

+0.8%

-8.8%

+4.7%

0

4,000

8,000

12,000

$16,000

2010

2011

2012

2013

2014

2015

Prints

Photobooks

Photomerchandise

0

4,000

8,000

12,000

$16,000

2010

2011

2012

2013

2014

2015

USC

Western Europe

Dev Asia

LAR

Em EAMER

Em Asia

+24%

-14%

+0.8%

-2.4%

-1.0%

-2.9%

+4.6%

+10.5%

-5.2%

+11.4%

+13.4%

($ in millions)

% represent ’10-’15 CAGRs

Sources: IDC, Infotrends, Futuresource, Kodak OCMO & SPG BR, May 2011.

26

Retail Systems Solutions Highlights

RSS is a Sustained Partner to Leading

Global Retailers

#1 market position in retail installed

base and consumables

Number of images captured is growing

exponentially; capture is rapidly moving

to multi-function devices

–

Instant photobooks and photo

greeting cards are driving growth in

select retailers

–

Duplex capability in 5,000 stores

Social network access from kiosks

–

60% key accounts connected

–

Direct Facebook access to photos

Emphasis on dry lab installs in all

emerging markets

–

LAR growth 140% for 2011

Selected Highlights

Consumer Inkjet

28

•

$43 billion retail market

•

Big profit pool

•

Kodak has:

–

Fundamental technologies

•

Sustainable differentiation

–

Breakthrough business model

•

Price premium on printers

•

Premium ink at an affordable

price

–

Momentum in the market

Home & Office Printing Opportunity

Consumer Inkjet

29

Consumer Inkjet Highlights

Innovative Office printers +

Advanced Technology

Fundamental technology is a barrier to

entry against competitors

High gross profit margins from ink

revenue

Large printer installed base will sustain

ink revenue for coming years

Movement into SOHO market will drive

better margins and higher ink usage

Market share meaningful but still small

with a lot of upside potential

Selected Highlights

CIJ Portfolio

Cloud Printing

Leading Ease-of-Use

WiFi setup

Smart Sensors

Intellectual Property

31

Our Intellectual Property Strategy

Design Freedom

–

Over 10,000 worldwide Kodak patents supporting Kodak-branded products and

current and future licensing portfolios

–

World Class Productivity: Greater than one U.S. patent per year for each $1M of

R&D spent during the past five years

Access to New Markets and Partnerships

–

Cross licenses provide access to a broad spectrum of third-party patent portfolios

Continued Income and Cash Generation

–

$1.9B in revenue from 2008 –

2010

Sale of DCD and KISS Patent Portfolios In Progress

Consistent,

demonstrated

performance

monetizing

our

Intellectual

Property

32

Summary Segment Highlights

Leading Commercial Inkjet Technology/Stream is transforming the Print Market

Packaging products well positioned to lead digitization and drive integration

Momentum continues for the Consumer Inkjet business

Market leader in Retail photo business driven by connectivity and large installed

base

Continue licensing program or sell IP Portfolio

EX-99.3

Exhibit 99.3

EASTMAN KODAK COMPANY FILES LENDER PRESENTATION IN CONNECTION WITH SYNDICATION OF

DIP FINANCING

ROCHESTER, NY January 23, 2012 – Eastman Kodak Company (the “Company”) (OTB: EKDKQ.PK) today said that it has posted on its Company website and its reorganization information website slides from a Public Lender Presentation (the “Lender Presentation”) in connection with the syndication to potential lenders of its previously-announced Debtor-In-Possession Credit Agreement dated as of January 20, 2012. The slides can be found in the Investor Relations section of www.kodak.com, as well as www.kodaktransforms.com. The slides will also be filed with the Securities and Exchange Commission as an Exhibit to a Form 8-K.

Among other things, the slides reflect the retention of James A. Mesterharm of AlixPartners LLP as Chief Restructuring Officer as of January 23, 2012, replacing Dominic DiNapoli in that role. The scope of the Chief Restructuring Officer’s duties, and his reporting duties, will not change in connection with Mr. Mesterharm’s appointment. The change does not reflect any disagreement or difference of opinion between Mr. DiNapoli and the Company. AlixPartners will be the Company’s restructuring adviser during the reorganization process, leveraging AlixPartners’ knowledge of the Company based on its preexisting operational enhancement advisory engagement with the Company over the past several months. FTI Consulting, Inc. is expected to continue to work on certain post-petition matters alongside AlixPartners.

The Company thanks Mr. DiNapoli for his contribution in helping Kodak effectively implement its Chapter 11 filing.

The Company also announced today that it will not hold a conference call with the investment community at the time of its fourth quarter earnings announcement.