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Note 19 - Retirement Plans
12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Retirement Plans

NOTE 19: RETIREMENT PLANS

Substantially all U.S. employees are covered by a noncontributory defined benefit plan, the Kodak Retirement Income Plan (“KRIP” or the "U.S. Plan"), which is funded by Company contributions to an irrevocable trust fund. The funding policy for KRIP is to contribute amounts sufficient to meet minimum funding requirements as determined by employee benefit and tax laws plus any additional amounts the Company determines to be appropriate. Assets in the trust fund are held for the sole benefit of participating employees and retirees. The projected benefit obligation for the U.S. Plan was measured using actuarial techniques that incorporate management’s assumption for the discount rate, as well as other assumptions.

For U.S. employees hired prior to March 1999, KRIP’s benefits were generally based on a formula recognizing length of service and final average earnings. KRIP included a separate cash balance formula for all U.S. employees hired after February 1999, as well as employees hired prior to that date who opted into the cash balance formula during a special election period. Effective January 1, 2015 the KRIP was amended to provide that all participants accrue benefits under a single, revised cash balance formula (the “Cash Balance Plan”). The Cash Balance Plan credits employees’ hypothetical accounts with an amount equal to a specified percentage of their pay, plus an interest crediting rate based on the 30-year Treasury bond rate. In May 2022, KRIP was amended to increase the employees’ crediting rates from 9% or 10% of pay based on employee classification to 12% or 13% of pay, retroactive to January 1, 2022. The plan amendment also provided a one-time service credit to eligible employees’ cash balance accounts. In May 2023, KRIP was amended to provide another one-time service credit to eligible employees’ cash balance accounts.

During 2024 the Company, in conjunction with the KRIP Committee, implemented various actions designed to preserve and maximize the value of KRIP’s over-funding by reducing investment risk and improving the overall liquidity of KRIP. During the first quarter of 2024, the KRIP Committee outsourced the investment management of KRIP to NEPC, LLC ("NEPC"). Effective April 1, 2024, the KRIP Committee approved an updated investment policy that modified the target asset allocations by allocating a greater portion of KRIP’s assets to lower risk investments as well as interest rate hedging investments which aim to manage the liability interest rate risk associated with KRIP's liabilities. As contemplated by the updated investment policy, NEPC subsequently initiated the redemption of a substantial majority of KRIP’s hedge fund investments and expanded its interest rate hedging strategy with a portion of those proceeds.

On November 20, 2024, the Kodak Retirement Income Plan Trust (the “Trust”), in its capacity as holder of assets for the benefit of KRIP, entered into a Purchase and Sale Agreement (the “Agreement”) with Mastercard Foundation (the “Buyer”) related to the sale

of a portion of KRIP's private equity and certain other illiquid investments (collectively, "KRIP Illiquid Assets"). Pursuant to the Agreement, on December 31, 2024, the Trust sold to the Buyer (the “Mastercard Closing”) KRIP Illiquid Assets for a cash purchase price of $510 million, which was received at the Mastercard Closing.

 

Subsequent to the entry into the Agreement, the Trust entered into Purchase and Sale Agreements similar to the Agreement (collectively, the “Other Agreements” and, together with the Agreement, the “Sale Agreements”) with four other investors for a portion of the remaining KRIP Illiquid Assets. Pursuant to the Other Agreements, on December 31, 2024 (together with the Mastercard Closing, the “Closings”) the Trust sold to these investors KRIP Illiquid Assets for a purchase price of $49 million, of which $33 million was received in cash on December 31, 2024, $7 million was received in cash in January 2025 and $9 million is payable on a deferred basis on December 31, 2025.

The total aggregate net asset value ("NAV") of the KRIP Illiquid assets as of December 31, 2023 that were sold pursuant to the Sale Agreements was approximately $840 million. KRIP received net distributions in 2024 related to these assets of approximately $43 million and cash proceeds at the Closings of $543 million. The $7 million cash received in January 2025 and the $9 million of deferred proceeds was recorded as a receivable as of December 31, 2024. As a result, the loss on the sale of KRIP Illiquid Assets sold pursuant to the Sale Agreements was approximately $238 million as of December 31, 2024.

On January 21, 2025, the Board of Directors of Kodak approved the termination of KRIP effective March 31, 2025, and no further benefits will accrue under KRIP following such date. In addition, the Board of Directors approved a defined benefit retirement plan (the “Kodak Cash Balance Plan”) as a replacement for KRIP which became effective on March 1, 2025 for new hires and becomes effective on April 1, 2025 for current employees. The benefits under the Kodak Cash Balance Plan are substantially the same as those under the cash balance feature of KRIP.

Many subsidiaries and branches operating outside the U.S. have defined benefit retirement plans covering substantially all employees. Contributions by Kodak for these plans are typically deposited under government or other fiduciary-type arrangements. Retirement benefits are generally based on contractual agreements that provide for benefit formulas using years of service and/or compensation prior to retirement. The actuarial assumptions used for these plans, which include the discount rate, expected return on plan assets (for funded plans) as well as other assumptions, reflect the diverse economic environments within the various countries in which Kodak operates.

Information on the major funded and unfunded U.S. and Non-U.S. defined benefit pension plans is presented below. The information for the U.S. for all years presented relates to KRIP. The composition of the major Non-U.S. plans may vary from year to year. If the major Non-U.S. plan composition changes, prior year data is conformed to ensure comparability.

Obligations and Funded Status:

The measurement date used to determine the pension obligation for all funded and unfunded U.S. and Non-U.S. defined benefit plans is December 31.

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2024

 

 

December 31, 2023

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Change in Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation at beginning of period

 

$

2,386

 

 

$

588

 

 

$

2,482

 

 

$

577

 

Service cost

 

 

13

 

 

 

2

 

 

 

13

 

 

 

2

 

Interest cost

 

 

109

 

 

 

18

 

 

 

117

 

 

 

20

 

Benefit payments

 

 

(269

)

 

 

(41

)

 

 

(283

)

 

 

(43

)

Plan Amendments

 

 

 

 

 

 

 

 

29

 

 

 

 

Actuarial (gain) loss

 

 

(56

)

 

 

(12

)

 

 

28

 

 

 

12

 

Special termination benefits

 

 

1

 

 

 

 

 

 

 

 

 

 

Currency adjustments

 

 

 

 

 

(9

)

 

 

 

 

 

20

 

Projected benefit obligation at end of period

 

$

2,184

 

 

$

546

 

 

$

2,386

 

 

$

588

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of period

 

$

3,546

 

 

$

528

 

 

$

3,659

 

 

$

526

 

Actual Return on plan assets

 

 

(149

)

 

 

5

 

 

 

170

 

 

 

25

 

Employer contributions

 

 

 

 

 

5

 

 

 

 

 

 

6

 

Benefit payments

 

 

(269

)

 

 

(41

)

 

 

(283

)

 

 

(43

)

Currency adjustments

 

 

 

 

 

(3

)

 

 

 

 

 

14

 

Fair value of plan assets at end of period

 

$

3,128

 

 

$

494

 

 

$

3,546

 

 

$

528

 

 

 

 

 

 

 

 

 

 

 

 

 

Over (under) funded status at end of period

 

$

944

 

 

$

(52

)

 

$

1,160

 

 

$

(60

)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated benefit obligation at end of period

 

$

2,181

 

 

$

538

 

 

$

2,384

 

 

$

579

 

 

An actuarial gain of $56 million related to the U.S. Plan's projected benefit obligation ("PBO") was recognized in 2024, primarily driven by an increase in the discount rate ($83 million), partially offset by a loss associated with unfavorable demographic experience ($22 million), as well as a loss associated with an increase in the cash balance interest crediting rate ($5 million). In 2023, a PBO actuarial loss of $28 million was recognized for the U.S. Plan primarily driven by a decrease in the discount rate ($40 million), partially offset by a gain associated with favorable mortality experience ($12 million). Additionally, a prior service cost was recognized as a result of a plan amendment ($29 million) in 2023. The Non-U.S. PBO actuarial gain of $12 million recognized in 2024 was driven by lower inflation assumptions ($8 million), increases in discount rates ($1 million) and favorable demographic experience ($3 million). The Non-U.S. PBO actuarial loss of $12 million recognized in 2023 was driven by decreases in discount rates ($20 million) and unfavorable demographic experience ($1 million), partially offset by gains associated with lower inflation assumptions ($9 million).

The actual return on plan assets for the U.S. Plan was a loss of $149 million for the year ended December 31, 2024, which was driven by the loss on the sale of KRIP Illiquid Assets of $238 million partially offset by strong performance of debt securities and hedge funds. The actual return on plan assets for the year ended December 31, 2023 was $170 million, which reflected strong performance of debt securities and certain hedge fund investments. The total net realized losses from derivative investments for 2024 and 2023 were approximately $18 million and $1 million, respectively. Refer to discussion below on derivative instruments for further information.

The weighted-average assumptions used to determine the benefit obligation amounts for all major funded and unfunded U.S. and Non-U.S. defined benefit plans were as follows:

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Discount rate

 

 

5.45

%

 

 

3.49

%

 

 

4.92

%

 

 

3.47

%

 

 

5.13

%

 

 

3.93

%

Salary increase rate

 

 

1.00

%

 

 

2.29

%

 

 

1.50

%

 

 

2.06

%

 

 

1.00

%

 

 

2.71

%

Interest crediting rate for cash balance plan

 

 

4.75

%

 

NA

 

 

 

4.00

%

 

NA

 

 

 

4.00

%

 

NA

 

 

Amounts recognized in the Consolidated Statement of Financial Position for all major funded and unfunded U.S. and Non-U.S. defined benefit plans are as follows:

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Pension and other postretirement assets

 

$

944

 

 

$

32

 

 

$

1,160

 

 

$

42

 

Pension and other postretirement liabilities

 

 

 

 

 

(84

)

 

 

 

 

 

(102

)

Net amount recognized

 

$

944

 

 

$

(52

)

 

$

1,160

 

 

$

(60

)

 

Information with respect to the major funded and unfunded U.S. and Non-U.S. defined benefit plans with a PBO in excess of the fair value of plan assets is as follows:

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Projected benefit obligation

 

$

 

 

$

194

 

 

$

 

 

$

406

 

Fair value of plan assets

 

 

 

 

 

110

 

 

 

 

 

 

304

 

 

Information with respect to the major funded and unfunded U.S. and Non-U.S. defined benefit plans with an accumulated benefit obligation in excess of the fair value of plan assets is as follows:

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Accumulated benefit obligation

 

$

 

 

$

187

 

 

$

 

 

$

397

 

Fair value of plan assets

 

 

 

 

 

110

 

 

 

 

 

 

304

 

 

Amounts recognized in accumulated other comprehensive (loss) income in shareholders’ equity for all major funded and unfunded U.S. and Non-U.S. defined benefit plans consist of:

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Prior service (cost) credit

 

$

(33

)

 

$

1

 

 

$

(45

)

 

$

2

 

Net actuarial gain (loss)

 

 

71

 

 

 

(52

)

 

 

449

 

 

 

(52

)

Total

 

$

38

 

 

$

(51

)

 

$

404

 

 

$

(50

)

 

Other changes in major plan assets and benefit obligations recognized in Other comprehensive (loss) income are as follows:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Newly established (loss) gain

 

$

(341

)

 

$

(2

)

 

$

(115

)

 

$

(7

)

 

$

149

 

 

$

120

 

Newly established prior service cost

 

 

 

 

 

 

 

 

(29

)

 

 

 

 

 

(28

)

 

 

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost (credit)

 

 

12

 

 

 

 

 

 

9

 

 

 

 

 

 

(3

)

 

 

 

Net actuarial (gain) loss

 

 

(37

)

 

 

2

 

 

 

(30

)

 

 

1

 

 

 

 

 

 

10

 

Total (loss) income recognized in Other comprehensive (loss) income

 

$

(366

)

 

$

 

 

$

(165

)

 

$

(6

)

 

$

118

 

 

$

130

 

 

For the year ended December 31, 2024, the U.S. loss consisted of the PBO actuarial gain of $56 million and an asset actuarial loss of $397 million as actual asset returns were less than expected returns primarily due to the sale of the KRIP Illiquid Assets as discussed above, and the Non-U.S. loss consisted of the PBO actuarial gain of $12 million offset by asset actuarial losses of $14 million as actual asset returns were less than expected returns. For the year ended December 31, 2023, the U.S. loss consisted of the PBO actuarial loss of $28 million and an asset actuarial loss of $87 million as actual asset returns were less than expected returns and the Non-U.S. loss consisted of the PBO actuarial loss of $12 million partially offset by asset actuarial gains of $5 million as actual asset returns exceeded expected returns.

Pension (Income) Expense:

Pension (income) expense for all defined benefit plans included:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Major defined benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

13

 

 

$

2

 

 

$

13

 

 

$

2

 

 

$

13

 

 

$

3

 

Interest cost

 

 

109

 

 

 

18

 

 

 

117

 

 

 

20

 

 

 

80

 

 

 

9

 

Expected return on plan assets

 

 

(248

)

 

 

(19

)

 

 

(257

)

 

 

(20

)

 

 

(178

)

 

 

(14

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost (credit)

 

 

12

 

 

 

 

 

 

9

 

 

 

 

 

 

(3

)

 

 

 

Actuarial (gain) loss

 

 

(37

)

 

 

2

 

 

 

(30

)

 

 

1

 

 

 

 

 

 

10

 

Pension (income) expense before special termination benefits

 

 

(151

)

 

 

3

 

 

 

(148

)

 

 

3

 

 

 

(88

)

 

 

8

 

Special termination benefits

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

Net pension (income) expense for major defined benefit plans

 

 

(150

)

 

 

3

 

 

 

(148

)

 

 

3

 

 

 

(86

)

 

 

8

 

Other plans including unfunded plans

 

 

 

 

 

(8

)

 

 

 

 

 

1

 

 

 

 

 

 

 

Net pension (income) expense

 

$

(150

)

 

$

(5

)

 

$

(148

)

 

$

4

 

 

$

(86

)

 

$

8

 

 

The special termination benefits were incurred as a result of Kodak’s restructuring actions and, therefore, have been included in Restructuring costs and other in the Consolidated Statement of Operations for those periods.

The weighted-average assumptions used to determine net pension (income) expense for all the major funded and unfunded U.S. and Non-U.S. defined benefit plans were as follows:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

 

U.S.

 

 

Non-U.S.

 

Effective rate for service cost

 

 

4.88

%

 

 

3.11

%

 

 

5.04

%

 

 

3.44

%

 

 

3.45

%

 

 

1.60

%

Effective rate for interest cost

 

 

4.85

%

 

 

3.43

%

 

 

5.02

%

 

 

3.80

%

 

 

2.97

%

 

 

1.20

%

Salary increase rate

 

 

1.50

%

 

 

2.46

%

 

 

1.00

%

 

 

2.71

%

 

 

1.00

%

 

 

2.39

%

Expected rate of return on plan assets

 

 

7.10

%

 

 

3.93

%

 

 

7.50

%

 

 

4.16

%

 

 

5.30

%

 

 

2.67

%

Interest crediting rate for cash balance plan

 

 

4.00

%

 

NA

 

 

 

3.85

%

 

NA

 

 

 

2.58

%

 

NA

 

 

The expected return on plan assets (“EROA”) is a long-term rate of return which is based on a combination of formal asset and liability studies that include forward-looking return expectations given the current asset allocation.

Kodak uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows.

Plan Asset Investment Strategy

The investment strategy underlying the asset allocation for the pension assets is to achieve an optimal return on assets with an acceptable level of risk while providing for the long-term liabilities and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plans. This is primarily achieved by investing in a broad portfolio constructed of various asset classes including equity, debt, real estate, private equity, hedge funds and other assets and instruments. As part of KRIP’s strategy to reduce investment risk and improve the overall liquidity of the plan, KRIP transferred a significant portion of its assets to lower risk investments in 2024. In addition, the U.S. Plan uses derivative investments primarily to hedge liability interest rate risk to U.S. government bonds. As part of the change in investment strategy in 2024, KRIP expanded its interest rate hedging strategy. Other investment objectives include maintaining broad diversification between and within asset classes and investment managers and managing asset volatility relative to plan liabilities.

Every three years, or when market conditions have changed materially, each of Kodak’s major pension plans will undertake an asset allocation or asset and liability modeling study. The asset allocation and expected return on the plans’ assets are individually set to provide for benefits and other cash obligations within each country’s legal investment constraints.

Actual allocations may vary from the target asset allocations due to market value fluctuations, the length of time it takes to implement changes in strategy, and the timing of cash contributions and cash requirements of the plans. The asset allocations are monitored and are rebalanced in accordance with the policy set forth for each plan.

Plan Asset Risk Management

Kodak evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk. Types of concentrations that are evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, individual fund and single investment manager. The most significant concentrations of risk are with two investment management firms (Loomis Sayles and Income Research + Management) which each managed 14% of plan assets as of December 31, 2024, and 10% of plan assets as of December 31, 2023.

 

 

 

 

 

The Company’s weighted-average asset allocations for its major U.S. defined benefit pension plan by asset category, are as follows:

 

 

 

As of December 31,

 

 

 

 

 

2024

 

 

2023

 

 

2024 Target

Asset Category

 

 

 

 

 

 

 

 

Debt securities

 

 

42

%

 

 

20

%

 

62-82%

Real estate

 

 

0

%

 

 

0

%

 

0%

Cash and cash equivalents

 

 

31

%

 

 

5

%

 

0-10%

Private equity

 

 

5

%

 

 

31

%

 

0-35%

Hedge funds

 

 

22

%

 

 

44

%

 

0%

Total

 

 

100

%

 

 

100

%

 

 

As a result of the change in KRIP’s investment strategy in 2024, the sale of a significant portion of KRIP’s Illiquid Assets and the timing of hedge fund redemptions, the debt securities, cash and cash equivalents and hedge funds investment categories at December 31, 2024 were outside of the previously established target allocations. Due to timing of asset sales and hedge fund redemptions, certain amounts included in the cash and cash equivalents target are recorded as receivables at year-end. The investment allocation is likely to be further adjusted during 2025 in connection with the termination of KRIP.

Kodak’s weighted-average asset allocations for its major Non-U.S. defined benefit pension plans by asset category, are as follows:

 

 

 

As of December 31,

 

 

 

 

 

2024

 

 

2023

 

 

2024 Target

Asset Category

 

 

 

 

 

 

 

 

Equity securities

 

 

6

%

 

 

6

%

 

0-10%

Debt securities

 

 

17

%

 

 

16

%

 

15-25%

Real estate

 

 

2

%

 

 

2

%

 

0-5%

Cash and cash equivalents

 

 

9

%

 

 

2

%

 

0-5%

Hedge Funds

 

 

0

%

 

 

6

%

 

0%

Private equity

 

 

6

%

 

 

8

%

 

0-10%

Insurance contracts

 

 

60

%

 

 

60

%

 

25-75%

Total

 

 

100

%

 

 

100

%

 

 

 

Derivative Investments

The U.S. Plan derivative instruments consist primarily of direct investments in exchange traded futures contracts. Government bond exposure is obtained via U.S. government bond futures. Foreign currency futures contracts are used to partially hedge foreign currency risk.

As of December 31, 2024 and 2023, the notional amount for exchange traded futures contracts was approximately $574 million and $384 million, respectively. Realized gains and losses from these derivative investments are included in the actual return on plan assets balance. The total fair value of these derivative instruments at December 31, 2024 and 2023 was $(5) million and $1 million, respectively, which represents the unrealized losses and gains on these contracts and is included in the derivative line items in the table of plan assets below. The U.S. defined benefit pension plan is required to maintain cash on deposit to collateralize its obligations under its futures contracts. As of the years ended December 31, 2024 and 2023, approximately $5 million and $9 million, respectively, was on deposit in cash and Treasury bills to fulfill these requirements and is included in the cash and cash equivalents asset class in the table below.

The U.S. Plan has invested in a diversified portfolio of hedge funds that may utilize derivative instruments to execute their investment strategy. Any gains or losses, as well as changes in the fair value of derivative investments held by a hedge fund, are included in the hedge fund’s NAV.

 

 

 

 

Fair Value Measurements

Kodak’s plan assets are accounted for at fair value and are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement, with the exception of investments for which fair value is measured using the NAV per share expedient. Kodak’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels.

The fair value of Kodak’s U.S. defined benefit pension plan assets at December 31, 2024 and 2023 by asset class is presented in the tables below:

 

U.S. Plan

 

 

December 31, 2024

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Significant

 

 

Significant

 

 

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

Measured at

 

 

 

 

(in millions)

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

NAV

 

 

Total

 

Cash and cash equivalents (1)

 

$

843

 

 

$

 

 

$

 

 

$

 

 

$

843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government bonds

 

 

 

 

 

482

 

 

 

 

 

 

 

 

 

482

 

Investment grade bonds

 

 

 

 

 

836

 

 

 

 

 

 

 

 

 

836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge funds

 

 

 

 

 

 

 

 

 

 

 

689

 

 

 

689

 

Private equity

 

 

 

 

 

 

 

 

 

 

 

167

 

 

 

167

 

Derivatives with unrealized losses

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

$

838

 

 

$

1,318

 

 

$

 

 

$

856

 

 

$

3,012

 

Net receivables (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

116

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,128

 

 

 

U.S. Plan

 

 

December 31, 2023

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Significant

 

 

Significant

 

 

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

Measured at

 

 

 

 

(in millions)

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

NAV

 

 

Total

 

Cash and cash equivalents (1)

 

$

120

 

 

$

 

 

$

 

 

$

 

 

$

120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government bonds

 

 

 

 

 

32

 

 

 

 

 

 

 

 

 

32

 

Investment grade bonds

 

 

 

 

 

682

 

 

 

 

 

 

 

 

 

682

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge funds

 

 

 

 

 

 

 

 

 

 

 

1,552

 

 

 

1,552

 

Private equity

 

 

 

 

 

 

 

 

3

 

 

 

1,094

 

 

 

1,097

 

Derivatives with unrealized gains

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

$

121

 

 

$

714

 

 

$

3

 

 

$

2,664

 

 

$

3,502

 

Net receivables (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,546

 

 

Assets not utilizing the NAV per share expedient are valued as follows:

(1)
Cash and cash equivalents are primarily held in short term investment funds and are used for benefit and fee payments, as well as for margin and liquidity requirements associated with the U.S. Plan’s derivative instrument contracts.
(2)
Debt securities are valued using a market-based pricing model that utilizes standard valuation techniques that maximize the use of relevant observable inputs, including market prices for similar assets.
(3)
Net receivables as of December 31, 2024 and 2023 represent amounts associated with redemption of hedge funds net of payables for purchases of investments. As of December 31, 2024, Net receivables also included $16 million of proceeds associated with the sale of KRIP Illiquid Assets.

Investments Valued at NAV

Kodak performs an investment-by-investment analysis to determine if the investment meets the requirements to be measured at NAV. For investments with lagged pricing, Kodak uses the latest available net asset values and considers expected return and other relevant material events for the year-end valuation of these investments.

The total fair value, unfunded commitments and redemption provisions for the U.S. defined benefit pension plan’s investments valued at NAV are as follows:

 

Investments Valued at NAV at December 31, 2024

 

 

 

 

 

Unfunded

 

 

Redemption

 

Redemption

(in millions)

 

Fair Value

 

 

Commitments

 

 

Frequency

 

Notice Period

Private equity

 

$

167

 

 

$

24

 

 

N/A

 

N/A

Hedge Funds

 

 

689

 

 

 

 

 

Bi-Monthly, Monthly, Quarterly,
Semi-Annual, and Annual

 

5-365 days

Total

 

$

856

 

 

$

24

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments Valued at NAV at December 31, 2023

 

 

 

 

 

Unfunded

 

 

Redemption

 

Redemption

(in millions)

 

Fair Value

 

 

Commitments

 

 

Frequency

 

Notice Period

Real estate

 

$

18

 

 

$

 

 

N/A

 

N/A

Private equity

 

 

1,094

 

 

 

172

 

 

N/A

 

N/A

Hedge Funds

 

 

1,552

 

 

 

 

 

Bi-Monthly, Monthly, Quarterly,
Semi-Annual, and Annual

 

5-365 days

Total

 

$

2,664

 

 

$

172

 

 

 

 

 

 

Real estate investments primarily included investments in limited partnerships that invest in office, industrial, retail and apartment properties. Investments were primarily valued by the fund manager based on independent appraisals, discounted cash flow models, cost and comparable market transactions. During 2024, Kodak sold its real estate investments as part of the sale of KRIP’s Illiquid Assets.

Private equity investments are primarily comprised of direct limited partnerships and fund-of-fund investments that invest in distressed investments, venture capital, leveraged buyouts and special situations. Private equity investments are valued by the fund manager primarily based on independent appraisals, discounted cash flow models, cost, and comparable market transactions. The term of each fund is typically 10 or more years and the fund’s investors do not have an option to redeem their interest in the fund. The investors in the fund receive distributions through the liquidation of the underlying investments in the fund.

In 2023, the U.S. Plan invested in a portfolio of hedge funds to supplement the return generated by its exchange traded futures contracts, as well as in a separate portfolio of hedge funds where the objective was to seek a higher absolute return. Hedge fund investments were made through direct investments in individual hedge funds. The hedge fund investments substantially consisted of a diversified portfolio of hedge funds that use equity, debt, commodity, currency strategies and derivative instruments. The U.S. defined benefit pension plan evaluated several factors for investing in hedge funds including investment strategy, return, risk, liquidity, correlation to other funds and the number of funds to achieve a diversified portfolio of hedge funds. Regarding the portion

of hedge funds intended to supplement the return generated by its exchange traded futures contracts, the U.S. Plan maintained cash and Treasury bills as liquidity reserves that served as variation margin for these futures contracts. Approximately $77 million of cash liquidity reserves associated with these hedge funds as of December 31, 2023 is included in the cash and cash equivalents asset class in the table above.

In 2024, based on the change in investment strategy designed to preserve and maximize the value of KRIP’s over-funding by reducing investment risk and improving the overall liquidity of KRIP, the U.S. Plan began liquidating its hedge fund investments. Of the $689 million of hedge fund investments remaining at December 31, 2024, $534 million has been or is expected to be redeemed in 2025. The remainder is required to be redeemed over a five-year period.

Hedge funds are typically valued by each fund’s third-party fund administrator based upon the valuation of the underlying securities and instruments, primarily by applying a market or income valuation methodology as appropriate depending on the specific type of security or instrument held.

The tables below summarize Kodak’s U.S. Plan investments in hedge funds by type for those investments valued at NAV:

U.S. Plan:

 

 

Summarized Asset Information

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption

 

Redemption

(in millions)

 

Net Asset Value

 

 

Frequency

 

Notice Period

Multi-strategy hedge funds

 

$

204

 

 

Quarterly

 

45-90 days

Relative value hedge funds

 

 

185

 

 

Bi-monthly, Quarterly

 

6-120 days

Directional hedge funds

 

 

52

 

 

Monthly

 

5 days

Equity long/short hedge funds

 

 

125

 

 

Monthly, Quarterly

 

45-90 days

Sector specialist hedge funds

 

 

44

 

 

Quarterly, Semi-Annually

 

60-90 days

Long-biased hedge funds

 

 

79

 

 

Quarterly, Annually

 

60-90 days

 

$

689

 

 

 

 

 

 

 

 

Summarized Asset Information

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption

 

Redemption

(in millions)

 

Net Asset Value

 

 

Frequency

 

Notice Period

Multi-strategy hedge funds

 

$

509

 

 

Quarterly

 

45-90 days

Relative value hedge funds

 

 

342

 

 

Bi-monthly, Quarterly

 

6-120 days

Directional hedge funds

 

 

143

 

 

Monthly

 

5 days

Equity long/short hedge funds

 

 

264

 

 

Monthly, Quarterly

 

45-90 days

Sector specialist hedge funds

 

 

120

 

 

Quarterly, Semi-Annually

 

60-90 days

Long-biased hedge funds

 

 

160

 

 

Quarterly, Annually

 

60-90 days

Event driven hedge funds

 

 

14

 

 

Quarterly

 

90 days

 

 

$

1,552

 

 

 

 

 

 

Hedge funds typically have the right to restrict redemption requests beyond Kodak’s control. In these cases, redemptions may extend beyond the general redemption terms outlined in the table above. Certain hedge fund investments have no redemption rights and will become liquid only upon sale by the hedge fund managers. As of the year ended December 31, 2023, these investments represented approximately 1% of the hedge funds investments valued at NAV. As of December 31, 2024, these investments were fully liquidated.

Liquidity

Approximately 5% of total U.S. Plan assets as of December 31, 2024 are invested in private equity funds, where the U.S. Plan receives distributions through the liquidation of the underlying investments. Liquidity of U.S. Plan assets is managed to minimize the likelihood that these investments would need to be sold to cover benefit payments, derivative losses, or any other short-term need.

The total unfunded commitments, if and when they are called over the term of each investment, are expected to be funded by the available liquidity in the U.S. Plan consistent with historical experience.

The fair value of Kodak’s major non-U.S. defined benefit pension plans assets at December 31, 2024 and 2023 by asset class are presented in the tables below:

Major Non-U.S. Plans

 

 

December 31, 2024

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Significant

 

 

Significant

 

 

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

Measured at

 

 

 

 

(in millions)

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

NAV

 

 

Total

 

Cash and cash equivalents

 

$

43

 

 

$

 

 

$

 

 

$

 

 

$

43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

32

 

 

 

 

 

 

 

 

 

 

 

 

32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment grade bonds

 

 

34

 

 

 

48

 

 

 

 

 

 

 

 

 

82

 

Global high yield & emerging market debt

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private equity

 

 

 

 

 

 

 

 

 

 

 

28

 

 

 

28

 

Insurance contracts

 

 

 

 

 

26

 

 

 

272

 

 

 

 

 

 

298

 

 

 

$

110

 

 

$

74

 

 

$

272

 

 

$

38

 

 

$

494

 

 

Major Non-U.S. Plans

 

 

December 31, 2023

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Significant

 

 

Significant

 

 

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

Measured at

 

 

 

 

(in millions)

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

NAV

 

 

Total

 

Cash and cash equivalents

 

$

13

 

 

$

 

 

$

 

 

$

 

 

$

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment grade bonds

 

 

35

 

 

 

45

 

 

 

 

 

 

 

 

 

80

 

Global high yield & emerging market debt

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

 

 

 

 

 

 

 

 

 

 

11

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge Funds

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

29

 

Private equity

 

 

 

 

 

 

 

 

 

 

 

42

 

 

 

42

 

Insurance contracts

 

 

 

 

 

30

 

 

 

287

 

 

 

 

 

 

317

 

Derivatives with unrealized gains

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

$

84

 

 

$

75

 

 

$

287

 

 

$

82

 

 

$

528

 

 

For Kodak’s major non-U.S. defined benefit pension plans, equity investments are invested broadly in local equity, developed international and emerging markets. Fixed income investments are comprised primarily of government and investment grade corporate bonds. Real estate investments primarily include investments in limited partnerships that invest in office, industrial, and retail properties. Global Balanced Asset Allocation investments are commingled funds that hold a diversified portfolio of passive market exposures, including equities, debt, currencies and commodities. Hedge fund investments are comprised of a diversified portfolio of hedge funds using equity, debt, commodity and currency instruments. Private equity investments are comprised of limited partnerships and fund-of-fund investments that invest in distressed investments, venture capital and leveraged buyouts. Insurance contracts are typically annuities from life insurance companies covering specific pension obligations.

For investments in real estate and private equity funds, the investors do not have an option to redeem their interest in the fund. The investors in the fund receive distributions through the liquidation of the underlying investments in the fund. There are no material unfunded commitments as of December 31, 2024 and 2023.

Of the December 31, 2024 and 2023 investments shown in the major Non-U.S. plans table above, there are no material derivative exposures.

The following is a reconciliation of the beginning and ending balances of level 3 assets of Kodak’s major U.S. defined benefit pension plan:

 

 

 

U.S.

 

 

 

 

 

 

Net Realized and Unrealized Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to

 

 

 

 

 

 

 

 

 

Balance at

 

 

Relating to

 

 

Assets

 

 

Net Purchases,

 

 

Balance at

 

 

 

January 1,

 

 

Assets

 

 

Sold During the

 

 

Sales and

 

 

December 31,

 

(in millions)

 

2024

 

 

Still Held

 

 

Period

 

 

Settlements

 

 

2024

 

Private Equity

 

 

3

 

 

 

 

 

 

 

 

 

(3

)

 

 

 

Total

 

$

3

 

 

$

 

 

$

 

 

$

(3

)

 

$

 

 

 

 

U.S.

 

 

 

 

 

 

Net Realized and Unrealized Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to

 

 

 

 

 

 

 

 

 

Balance at

 

 

Relating to

 

 

Assets

 

 

Net Purchases,

 

 

Balance at

 

 

 

January 1,

 

 

Assets

 

 

Sold During the

 

 

Sales and

 

 

December 31,

 

(in millions)

 

2023

 

 

Still Held

 

 

Period

 

 

Settlements

 

 

2023

 

Private Equity

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Total

 

$

3

 

 

$

 

 

$

 

 

$

 

 

$

3

 

 

 

 

 

U.S.

 

 

 

 

 

 

Net Realized and Unrealized Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to

 

 

 

 

 

 

 

 

 

Balance at

 

 

Relating to

 

 

Assets

 

 

Net Purchases,

 

 

Balance at

 

 

 

January 1,

 

 

Assets

 

 

Sold During the

 

 

Sales and

 

 

December 31,

 

(in millions)

 

2022

 

 

Still Held

 

 

Period

 

 

Settlements

 

 

2022

 

Private Equity

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

Total

 

$

 

 

$

 

 

$

 

 

$

3

 

 

$

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following is a reconciliation of the beginning and ending balances of level 3 assets of Kodak’s major non-U.S. defined benefit pension plans:

 

 

 

Non - U.S.

 

 

 

 

 

 

Net Realized and Unrealized Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to

 

 

 

 

 

 

 

 

 

Balance at

 

 

Relating to

 

 

Assets

 

 

Net Purchases,

 

 

Balance at

 

 

 

January 1,

 

 

Assets

 

 

Sold During the

 

 

Sales and

 

 

December 31,

 

(in millions)

 

2024

 

 

Still Held

 

 

Period

 

 

Settlements

 

 

2024

 

Insurance Contracts

 

 

287

 

 

 

(15

)

 

 

 

 

 

 

 

 

272

 

Total

 

$

287

 

 

$

(15

)

 

$

 

 

$

 

 

$

272

 

 

 

 

Non - U.S.

 

 

 

 

 

 

Net Realized and Unrealized Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to

 

 

 

 

 

 

 

 

 

Balance at

 

 

Relating to

 

 

Assets

 

 

Net Purchases,

 

 

Balance at

 

 

 

January 1,

 

 

Assets

 

 

Sold During the

 

 

Sales and

 

 

December 31,

 

(in millions)

 

2023

 

 

Still Held

 

 

Period

 

 

Settlements

 

 

2023

 

Insurance Contracts

 

 

289

 

 

 

(2

)

 

 

 

 

 

 

 

 

287

 

Total

 

$

289

 

 

$

(2

)

 

$

 

 

$

 

 

$

287

 

 

 

 

Non - U.S.

 

 

 

 

 

 

Net Realized and Unrealized Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to

 

 

 

 

 

 

 

 

 

Balance at

 

 

Relating to

 

 

Assets

 

 

Net Purchases,

 

 

Balance at

 

 

 

January 1,

 

 

Assets

 

 

Sold During the

 

 

Sales and

 

 

December 31,

 

(in millions)

 

2022

 

 

Still Held

 

 

Period

 

 

Settlements

 

 

2022

 

Insurance Contracts

 

 

342

 

 

 

(53

)

 

 

 

 

 

 

 

 

289

 

Total

 

$

342

 

 

$

(53

)

 

$

 

 

$

 

 

$

289

 

 

The following pension benefit payments, which reflect expected future service, are expected to be paid:

 

(in millions)

 

U.S.

 

 

Non-U.S.

 

2025

 

$

253

 

 

$

40

 

2026

 

 

242

 

 

 

39

 

2027

 

 

232

 

 

 

38

 

2028

 

 

221

 

 

 

37

 

2029

 

 

210

 

 

 

36

 

2030 - 2034

 

 

894

 

 

 

163