EASTMAN KODAK CO
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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Jun 30, 2025 · Filed Aug 11, 2025
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Notes to Financial Statements (Unaudited)
NOTE 1: BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
BASIS OF PRESENTATION
The consolidated interim financial statements are unaudited, and certain information and footnote disclosures related thereto normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows of Eastman Kodak Company and all companies directly or indirectly controlled, either through majority ownership or otherwise (“Kodak” or the “Company”). The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. These consolidated interim statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
RECLASSIFICATIONS
Certain amounts from previous periods have been reclassified to conform to the current period classification of paid-in-kind interest expense in the Consolidated Statement of Cash Flows.
GOING CONCERN
The consolidated interim financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
As of June 30, 2025, Kodak had $155 million of cash and cash equivalents, of which $70 million was held within the U.S.
Kodak has not extended or refinanced the existing Series B Preferred Stock past the current mandatory redemption date of May 28, 2026. The carrying value of the Series B Preferred Stock as of June 30, 2025 was $99 million. Under the terms of the Amended and Restated Term Loan Credit Agreement, based on the mandatory redemption date of the Series B Preferred Stock, the maturity date of the Term Loans accelerated to May 22, 2026. The carrying value of the Term Loans as of June 30, 2025 approximated $477 million and was recorded in Short-term borrowings and current portion of long-term debt in the Consolidated Statement of Financial Position as of June 30, 2025. The Company also has issued approximately $24 million of letters of credit under the Amended and Restated Letter of Credit Facility Agreement (the “L/C Facility Agreement”) as of June 30, 2025. Based on the accelerated maturity date of the Term Loans, the maturity date of the L/C Facility Agreement is May 12, 2026. Refer to Note 4, “Debt and Credit Facilities” for additional informationon the Amended and Restated Term Loan Credit Agreement and L/C Facility Agreement.
U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.
As of the date of issuance of these financial statements, Kodak has debt coming due within twelve months and does not have committed financing or available liquidity to meet such debt obligations if they were to become due in accordance with their current terms. These conditions raise substantial doubt about Kodak’s ability to continue as a going concern.
Kodak’splans to adequately fund its existing preferred stock and debt obligations when they come due are dependent on obtaining sufficient proceeds from the expected reversion of cash to the Company upon settlement of obligations under the KRIP to reduce the amount of the Term Loans and to (i) convert, redeem, extend or refinance the existing Series B Preferred Stock past the current mandatory redemption date of May 28, 2026, (ii) amend, extend or refinance the remaining outstanding Term Loans past the current maturity date of May 22, 2026, and (iii) replace collateral currently supporting the letters of credit issued under the L/C Facility Agreement. These plans are not solely within Kodak’s control and therefore are not deemed “probable” under U.S. GAAP.
Kodak makes no assurances regarding the likelihood, certainty or timing of consummating any refinancing transaction, or the sufficiency of any such actions to meet Kodak’s preferred stock or debt obligations.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
No accounting pronouncements were recently adopted by Kodak.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively. The ASU is effective for Kodak for the fiscal year ending December 31, 2025, and the required disclosures will be included in Kodak's Form 10-K for the year ending December 31, 2025. As the requirements of this ASU relate to disclosure only, the adoption of this ASU will not have a material impact on Kodak’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to disclose specified information about certain costs and expenses, including but not limited to purchases of inventory, employee compensation, depreciation, and intangible asset amortization, in a tabular format within the notes to their financial statements, as well as provide additional disclosures related to certain other specified expenses. The ASU may be applied on either a prospective or retrospective basis and is effective for annual reporting periods beginning after December 15, 2026 (January 1, 2027 for Kodak) and interim reporting periods beginning after December 15, 2027 (January 1, 2028 for Kodak). The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
NOTE 2: CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statement of Financial Position that sums to the total of such amounts shown in the Consolidated Statement of Cash Flows:
| June 30, | December 31, | |
|---|---|---|
| (in millions) | 2025 | 2024 |
| Cash and cash equivalents | $155 | $201 |
| Restricted cash reported in Other current assets | 8 | 8 |
| Restricted cash | 90 | 92 |
| Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows | $253 | $301 |
Restricted cash reported in Other current assets on the Consolidated Statement of Financial Position primarily represented amounts that support hedging activities as of June 30, 2025 and December 31, 2024.
Restricted cash included $25 million and $29 million as of June 30, 2025 and December 31, 2024, respectively, representing the cash collateral required to be posted by the Company under the Amended and Restated L/C Facility Agreement, defined below. In addition, restricted cash as of June 30, 2025 and December 31, 2024 included $56 million and $55 million, respectively, representing cash collateral supporting the Company’s undiscounted actuarial workers’ compensation obligations with the New York State Workers’ Compensation Board ("NYS WCB"). Restricted cash also included $6 million of security posted related to Brazilian legal contingencies as of both June 30, 2025 and December 31, 2024.
NOTE 3: INVENTORIES, NET
| June 30, | December 31, | |
|---|---|---|
| (in millions) | 2025 | 2024 |
| Finished goods | $95 | $90 |
| Work in process | 78 | 69 |
| Raw materials | 65 | 60 |
| Total | $238 | $219 |
NOTE 4: DEBT AND CREDIT FACILITIES
Term Loan Credit Agreement
On February 26, 2021, the Company and certain of its subsidiaries (the "Subsidiary Guarantors") entered into a Credit Agreement (the “Original Term Loan Credit Agreement”) with certain funds affiliated with Kennedy Lewis Investment Management LLC (“KLIM”) as lenders (the “Original Term Loan Lenders”) and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”). Pursuant to the Original Term Loan Credit Agreement, the Original Term Loan Lenders provided the Company with (i) an initial term loan in the amount of $225 million, which was drawn in full on the same date, and (ii) a commitment to provide delayed draw term loans in an aggregate principal amount of up to $50 million on or before February 26, 2023 (collectively, the “Original Term Loans”). The delayed draw term loans were drawn in full on June 15, 2022. The maturity date of the Original Term Loans was February 26, 2026, and the Original Term Loans were non-amortizing.
On June 30, 2023, the Company and the Subsidiary Guarantors entered into an amendment (the “Term Loan Amendment”) to the Original Term Loan Credit Agreement (the Original Term Loan Credit Agreement, as amended and restated by the Term Loan Amendment, the “Amended and Restated Term Loan Credit Agreement”), with certain funds affiliated with KLIM as lenders (the “Term Loan Lenders”) and the Term Loan Agent. Subject to the terms and conditions of the Term Loan Amendment, the Term Loan Lenders provided the Company with a commitment to provide term loans in an aggregate principal amount of $450 million (the “Term Loans”).
On July 21, 2023, the Amended and Restated Term Loan Credit Agreement became effective and the Company completed its borrowing of the Term Loans. The Company received net proceeds of $435 million from the Term Loans which were used to (i) refinance the obligations under the Original Term Loan Credit Agreement, (ii) repay in full and terminate the commitments under the Company’s asset-based revolving credit facility made available pursuant to amendment No. 5 to the Amended and Restated Credit Agreement (the “2023 Amended ABL Credit Agreement") with the lenders party thereto, Bank of America, N.A., as administrative agent and collateral agent, (iii) repay in full the Company’s outstanding 5.0% unsecured convertible promissory notes due May 28, 2026 (the "Convertible Notes") held by the Original Term Loan Lenders, (iv) pay certain fees and expenses related to the foregoing and the amended 2023 Amended L/C Facility Agreement (as amended and restated, the “Amended and Restated L/C Facility Agreement”), (v) provide cash collateral in respect of the Amended and Restated L/C Facility Agreement, as described below, or other collateral obligations, and (vi) for general corporate purposes and working capital needs of the Company and its subsidiaries (a net amount of $29 million).
The Term Loan Amendment also amended and restated the Original Term Loan Credit Agreement to, among other things, (i) extend the maturity date to the earlier of August 15, 2028 or the date that is 91 days prior to the maturity date or mandatory redemption date of any of the Company’s then-outstanding Series B Preferred Stock or Series C Preferred Stock ("Convertible Securities") or any extensions or refinancings of any of the foregoing, (ii) make certain other changes to the terms of the Original Term Loan Credit Agreement and (iii) make certain other changes to the terms of the Guarantee and Collateral Agreement, dated as of February 26, 2021, among the Company, the Subsidiary Guarantors and the Term Loan Agent.
The Term Loans bear interest at a rate of 7.5% per annum payable in cash (the “Cash Interest Payment”) and 5.0% per annum payable “in-kind” ("PIK") or in cash at the Company’s option, for an aggregate interest rate of 12.5% per annum. Obligations under the Amended and Restated Term Loan Credit Agreement are secured by a first priority lien on substantially all assets of the Company and the Subsidiary Guarantors (subject to certain exceptions) not constituting L/C Cash Collateral, as defined below (collectively, the “Term Loan Priority Collateral”), and a second priority lien on the L/C Cash Collateral.
The Amended and Restated Term Loan Credit Agreement continues to limit, among other things, the ability of the Company and its Restricted Subsidiaries (as defined in the Amended and Restated Term Loan Credit Agreement) to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) make restricted payments and (v) make investments. The Amended and Restated Term Loan
Credit Agreement contains customary affirmative covenants, including delivery of certain of the Company’s financial statements, and customary event of default provisions, including a cross-default provision that would give rise to an event of default if there is a default under or acceleration of “Material Indebtedness” other than intercompany indebtedness. Material Indebtedness includes obligations having a principal amount of at least $20 million (increasing to $25 million if the Term Loans are paid down to $200 million, which is referred to as the “Deleveraging Milestone Date”). The Amended and Restated Term Loan Credit Agreement does not include a financial maintenance covenant or any subjective acceleration clauses.
On February 26, 2025, the Company and the Subsidiary Guarantors entered into the First Amendment to the Amended and Restated Term Loan Credit Agreement (the “February 2025 Term Loan Credit Agreement Amendment”) with the Term Loan Lenders and the Term Loan Agent to modify the maturity date of the Term Loans to the earlier of August 15, 2028 or May 22, 2026, the date that is five days prior to the maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities or any extensions or refinancings of any of the foregoing.
On May 7, 2025, the Company and the Subsidiary Guarantors entered into the Second Amendment to the Amended and Restated Term Loan Credit Agreement (the “May 2025 Term Loan Credit Agreement Amendment”). The May 2025 Term Loan Credit Agreement Amendment provides the Company the option to pay the Cash Interest Payment entirely in PIK for the next six quarterly interest payments. In addition, the May 2025 Term Loan Credit Agreement Amendment revises the mandatory prepayment provisions under the Amended and Restated Term Loan Credit Agreement requiring Kodak to use 100% of the net cash proceeds from certain transactions to prepay Term Loans until the amount of the Term Loans is reduced to $200 million and, thereafter, to use 50% of the net cash proceeds to prepay Term Loans until the amount of the Term Loans is reduced to $100 million, in each case plus a 1% prepayment fee. The Company elected to pay the Cash Interest Payment for the second quarter of 2025 entirely in PIK.
See Going Concern subsection of Note 1, “Basis of Presentation and Recent Accounting Pronouncements” for additional information.
Letter of Credit Facility Agreement
On February 26, 2021, the Company and the Subsidiary Guarantors entered into a Letter of Credit Facility Agreement (the “L/C Facility Agreement”) among the Company, the Subsidiary Guarantors, the lenders party thereto (the “L/C Lenders”), Bank of America, N.A., as agent, and Bank of America, N.A., as issuing bank. Pursuant to the L/C Facility Agreement, the L/C Lenders committed to issue letters of credit on the Company’s behalf in an aggregate amount of up to $50 million, provided that the Company posts cash collateral in an amount greater than or equal to 103% of the aggregate amount of letters of credit issued and outstanding at any given time (the “L/C Cash Collateral”).
On March 14, 2023, the Company entered into an amendment to the L/C Facility Agreement (the “2023 Amended L/C Facility Agreement”) to, among other things: (i) extend the maturity date of the L/C Facility Agreement from February 26, 2024 to the earliest of June 12, 2024, the termination of the 2023 Amended ABL Credit Agreement, as applicable, or the date that is 91 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s Term Loans, Convertible Notes, Series B Preferred Stock, Series C Preferred Stock or any refinancing of any of the foregoing and (ii) require the Company to maintain daily Minimum Liquidity of $50 million, subject to certain cure rights, and to maintaining a quarterly Minimum Liquidity of $80 million. Each of the capitalized but undefined terms used in the context of describing the 2023 Amended L/C Facility Agreement has the meaning ascribed to such term in the 2023 Amended L/C Facility Agreement.
The 2023 Amended L/C Facility Agreement required the Company to maintain Excess Availability above the greater of 12.5% of lender commitments or $11.25 million. If Excess Availability fell below the greater of 12.5% of lender commitments or $11.25 million, a Fixed Charge Coverage Ratio Trigger Event would have occurred under the 2023 Amended L/C Facility Agreement. During any Fixed Charge Coverage Ratio Trigger Event, the Company would have been required to maintain a Fixed Charge Coverage Ratio of greater than or equal to 1.0 to 1.0. Since Excess Availability was greater than 12.5% of lender commitments or $11.25 million throughout the term of the 2023 Amended L/C Facility Agreement, Kodak was not required to have a minimum Fixed Charge Coverage Ratio of greater than or equal to 1.0 to 1.0.
On June 30, 2023, the Company and the Subsidiary Guarantors entered into an amendment (the “June 2023 L/C Facility Amendment”) to the 2023 Amended L/C Facility Agreement (as amended and restated by the June 2023 L/C Facility Amendment, the “Amended and Restated L/C Facility Agreement”), with Bank of America, N.A., as L/C Lender, L/C Agent and Issuing Bank. The June 2023 L/C Facility Amendment became effective on July 21, 2023.
Under the terms and conditions of the June 2023 L/C Facility Amendment, the L/C Lender increased the commitment to issue letters of credit on the Company’s behalf from an aggregate amount of up to $50 million, to an aggregate amount of up to $100 million(the “L/C Facility Commitments”), until August 30, 2023; provided that, at all times, the Company posted cash collateral in an amount greater than or equal to 104% of the aggregate amount of letters of credit issued and outstanding at any given time (the “L/C Cash Collateral”).
Upon the termination of the 2023 Amended ABL Credit Agreement on July 21, 2023, the letters of credit totaling $58 million issued under the 2023 Amended ABL Credit Agreement were transferred to the Amended and Restated L/C Facility Agreement. The Company used $59 million of the net proceeds from the Term Loans to cash collateralize the letters of credit transferred to the L/C Facility. In August 2023, the Company used $68 million of the funds in the L/C Cash Collateral account to cash collateralize the Company’s undiscounted actuarial workers’ compensation obligations directly with the NYS WCB, reducing the issued letters of credit to $31 million, and elected to reduce the L/C Facility Commitments to $50 million effective August 15, 2023.
The June 2023 L/C Facility Amendment also amended and restated the 2023 Amended L/C Facility Agreement to, among other things, (i) extended the maturity date to the earliest of (x) the fifth anniversary of the Restatement Date (as defined therein), (y) the date that is 90 days prior to the maturity of the Amended and Restated Term Loan Credit Agreement, as such date may be extended pursuant to the terms thereof (or the maturity date of any refinancing thereof), or (z) the date that is 90 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities or any refinancings of any of the foregoing, (ii) eliminated the existing cash maintenance requirements, and (iii) made certain other changes to the terms of the 2023 Amended L/C Facility Agreement.
Approximately $24 million and $27 million letters of credit were issued under the Amended and Restated L/C Facility Agreement as of June 30, 2025 and December 31, 2024, respectively. The balance on deposit in the L/C Cash Collateral account as of June 30, 2025 and December 31, 2024 was approximately $25 million and $29 million, respectively.
The Company’s obligations under the Amended and Restated L/C Facility Agreement are guaranteed by the Subsidiary Guarantors and are secured by (i) a first priority lien on the L/C Cash Collateral and (ii) a second priority lien on certain Term Loan Priority Collateral of the Company and U.S. subsidiary guarantors.
The Amended and Restated L/C Facility Agreement contains certain affirmative and negative covenants similar to the affirmative and negative covenants contained in the Amended and Restated Term Loan Credit Agreement. The Amended and Restated L/C Facility Agreement does not include a minimum liquidity or financial maintenance covenant.
The Company will pay an unused line fee of 37.5-50 basis points per annum, depending on whether the unused portion of the maximum commitments is less than or equal to 50% or greater than 50% of such commitments, respectively. The Company will pay a letter of credit fee of 3.75% per annum on issued and outstanding letters of credit, in addition to a fronting fee of 25 basis points on such letters of credit. Amounts drawn under any letter of credit will be reimbursed from the L/C Cash Collateral. If not so reimbursed, and not otherwise repaid by the Company to the L/C Lender, such amounts will accrue interest, to be paid monthly, at a floating Base Rate (as defined in the Amended and Restated L/C Facility Agreement) plus 2.75% per annum until repaid.
On February 26, 2025, the Company and the Subsidiary Guarantors entered into an amendment to the Amended and Restated L/C Facility Agreement (the “2025 L/C Facility Agreement Amendment”) with the L/C Lenders and Bank of America, N.A. to modify the maturity date of the facility to the earliest of (x) the fifth anniversary of the Restatement Date, (y) May 12, 2026, the date that is 10 days prior to the maturity of the Amended and Restated Term Loan Credit Agreement, as such date may be extended pursuant to the terms thereof, or (z) May 13, 2026, the date that is 15 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities. Upon a Permitted Refinancing (as defined therein) of any of the foregoing, the springing maturity date will be 30 days prior to the maturity date or redemption date of the refinancing.
See Going Concern subsection of Note 1, “Basis of Presentation and Recent Accounting Pronouncements” for additional information.
NOTE 5: REDEEMABLE, CONVERTIBLE PREFERRED STOCK
Redeemable convertible preferred stock was as follows:
| June 30, | December 31, | |
|---|---|---|
| (in millions) | 2025 | 2024 |
| Series B preferred stock | $99 | $98 |
| Series C preferred stock | 123 | 120 |
| Total | $222 | $218 |
Series B Preferred Stock
On February 26, 2021 the Company agreed to exchangeone million shares of Series A Preferred Stock held by Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which were investment funds managed by Southeastern at the time (such investment funds, collectively, the “Purchasers”), for shares of the Company’s newly created 4.0% Series B Convertible Preferred Stock, no par value (the “Series B Preferred Stock”), on a one-for-one basis plus accrued and unpaid dividends. The fair value of the Series B Preferred Stock at the time of issuance approximated $95 million. The Company has classified the Series B Preferred Stock as temporary equity in the Consolidated Statement of Financial Position. If any shares of Series B Preferred Stock have not been converted prior to May 28, 2026, the Company is required to redeem such shares at $100 per share plus the amount of accrued and unpaid dividends.
Dividend and Other Rights
The Series B Preferred Stock has a liquidation preference of $100 per share, and the holders of Series B Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum. Until the second quarter of 2025, all dividends owed on the Series B Preferred Stock were declared and paid when due. No quarterly cash dividend was declared in the second quarter of 2025. If dividends on any Series B Preferred Stock are in arrears for six or more consecutive or non-consecutive dividend periods, the holders of the Series B Preferred Stock will be entitled to nominate one director at the next annual shareholder meeting and all subsequent shareholder meetings until all accumulated dividends on such Series B Preferred Stock have been paid or set aside.
Conversion Features
Each share of Series B Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion rate of 9.5238 shares of Common Stock for each share of Series B Preferred Stock (equivalent to an initial conversion price of $10.50 per share of Common Stock). The initial conversion rate and the corresponding conversion price are subject to certain customary anti-dilution adjustments. If a holder elects to convert any shares of Series B Preferred Stock during a specified period in connection with a fundamental change (as defined in the Series B Certificate of Designations), such holder can elect to have the conversion rate adjusted and can elect to receive a cash payment in lieu of shares for a portion of the shares. Such holder will also be entitled to a payment in respect of accumulated dividends. In addition, the Company will have the right to require holders to convert any shares of Series B Preferred Stock in connection with certain reorganization events in which case the conversion rate will be adjusted, subject to certain limitations.
The Company will have the right to cause the mandatory conversion of the Series B Preferred Stock into shares of Common Stock at any time after the initial issuance of the Series B Preferred Stock if the closing price of the Common Stock has equaled or exceeded $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within a period of 60 consecutive trading days.
Embedded Conversion Features
The Company concluded that the Series B Preferred Stock is more akin to a debt-type instrument and that the economic characteristics and risks of the conversion option upon a fundamental change by the holder is not considered clearly and closely related to the Series B Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from the Series B Preferred Stock and separately accounted for as a derivative. The Company allocated $1 million of the net proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the dates of issuance which reduced the original carrying value of the Series B Preferred Stock.
The conversion option upon a fundamental change embedded derivative value at issuance was calculated as the difference between the total value of the Series B Preferred Stock and the sum of the net present value of the cash flows if the Series B Preferred Stock is redeemed on its redemption date and the values of other embedded derivatives. Other than events which alter the likelihood of a fundamental change, the value of the conversion option upon a fundamental change embedded derivative reflects the value as of the issuance date, amortized for the passage of time. The derivative amortization is reported in Other charges (income), net in the Consolidated Statement of Operations.
The carrying value of the Series B Preferred Stock embedded derivative as of both June 30, 2025 and December 31, 2024 was a liability of less than $1 million and is included in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position.
The carrying value of the Series B Preferred Stock is being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date, May 28, 2026.
Series C Preferred Stock
On February 26, 2021, the Company and GO EK Ventures IV, LLC (the “Investor”) entered into a Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, an aggregate of 1,000,000 shares of the Company’s newly created 5.0% Series C Convertible Preferred Stock, no par value per share (the “Series C Preferred Stock”), for a purchase price of $100 per share, representing $100 million of gross proceeds to the Company. The Investor is a fund managed by Grand Oaks Capital. The Company has classified the Series C Preferred Stock as temporary equity in the Consolidated Statement of Financial Position. If any shares of Series C Preferred Stock have not been converted prior to May 28, 2026, the Company is required to redeem such shares at $100 per share plus the amount of accrued and unpaid dividends thereon; provided that the holders of the Series C Preferred Stock have the right to extend such redemption date by up to two years.
Dividend and Other Rights
The Series C Preferred Stock has a liquidation preference of $100 per share, and the holders of Series C Preferred Stock are entitled to cumulative dividends payable quarterly “in‐kind” in the form of additional shares of Series C Preferred Stock at a rate of 5.0% per annum. Dividends owed on the Series C Preferred Stock have been declared and additional Series C shares issued when due. Holders of the Series C Preferred Stock are also entitled to participate in any dividends paid on the Common Stock (other than stock dividends) on an as-converted basis, with such dividends on any shares of the Series C Preferred Stock being payable upon conversion of such shares of Series C Preferred Stock to Common Stock.
Conversion Features
Each share of Series C Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion price of $10 per share of Common Stock. The initial conversion price and the corresponding conversion rate are subject to certain customary anti-dilution adjustments and to proportional increase in the event the liquidation preference of the Series C Preferred Stock is automatically increased. If a holder elects to convert any shares of Series C Preferred Stock during a specified period in connection with a fundamental change (as defined in the Series C Certificate of Designations), such holder can elect to have the conversion rate adjusted and can elect to receive a cash payment in lieu of shares for a portion of the shares of Common Stock. Such holder will also be entitled to a payment in respect of accumulated dividends and a payment based on the present value of all required remaining dividend payments through May 28, 2026, the mandatory redemption date. Such additional payments will be payable at the Company’s option in cash or in additional shares of Common Stock. In addition, the Company will have the right to require holders to convert any shares of Series C Preferred Stock in connection with certain reorganization events in which case the conversion rate will be adjusted, subject to certain limitations.
The Company has the right to cause the mandatory conversion of the Series C Preferred Stock into shares of Common Stock (i) at any time after February 26, 2023 if the closing price of the Common Stock has equaled or exceeded 200% of the then-effective conversion price for 45 trading days within a period of 60 consecutive trading days, or (ii) at any time after February 26, 2024 if the closing price of the Common Stock has equaled or exceeded 150% of the then-effective conversion price for 45 trading days within a period of 60 consecutive trading days.
Embedded Conversion Features
The Company concluded that the Series C Preferred Stock is more akin to a debt-type instrument and that the economic characteristics and risks of the conversion option upon a fundamental change by the holder is not considered clearly and closely related to the Series C Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from the Series C Preferred Stock and separately accounted for as a derivative. The Company allocated $2 million of the net proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the dates of issuance which reduced the original carrying value of the Series C Preferred Stock.
The conversion option upon a fundamental change embedded derivative value at issuance was calculated as the difference between the total value of the Series C Preferred Stock and the sum of the net present value of the cash flows if the Series C Preferred Stock is redeemed on its redemption date and the values of other embedded derivatives. Other than events which alter the likelihood of a fundamental change, the value of the conversion option upon a fundamental change embedded derivative reflects the value as of the issuance date, amortized for the passage of time. The derivative amortization is reported in Other charges (income), net in the Consolidated Statement of Operations.
The carrying value of the Series C Preferred Stock embedded derivative as of both June 30, 2025 and December 31, 2024 was a liability of less than $1 million and is included in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position.
The carrying value of the Series C Preferred Stock is being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date, May 28, 2026.
Series C Preferred Stock Exchange
On August 8, 2025, the Company issued 15,103,163 shares of common stock in exchange for all outstanding shares of Series C Preferred Stock, including accrued and unpaid dividends thereon, pursuant to a Series C Preferred Stock Exchange Agreement entered into with the Investor on August 8, 2025. Following the completion of the exchange, the Company had no outstanding shares of Series C Preferred Stock and the Company’s obligations with respect to the Series C Preferred Stock were fully discharged. Refer to Note 19 “Subsequent Event” for additional details.
NOTE 6: LEASES
Income recognized on operating lease arrangements for thethree and six months ended June 30, 2025 and 2024 is presented below. Income recognized for sales-type lease arrangements for the three and six months ended June 30, 2025 was less than $1 million and $1 million, respectively. Income recognized for sales-type lease arrangements for the three and six months ended June 30, 2024 was less than $1 million and $1 million, respectively.
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Lease income - operating leases: | ||||
| Lease income | $3 | $2 | $5 | $4 |
| Variable lease income | 1 | 1 | 3 | 3 |
| Total lease income | $4 | $3 | $8 | $7 |
NOTE 7: COMMITMENTS AND CONTINGENCIES
As of June 30, 2025, the Company had outstanding letters of credit of $24 million issued under the Amended and Restated L/C Facility Agreement as well as bank guarantees and letters of credit of $2 million, surety bonds in the amount of $47 million, and restricted cash of $98 million, primarily related to cash collateral supporting the Company’s undiscounted actuarial workers’ compensation obligations with the NYS WCB, cash collateral to ensure payment of possible casualty and workers’ compensation claims, cash collateral supporting the outstanding letters of credit under the Amended and Restated L/C Facility Agreement, to ensure payment of possible legal contingencies, hedging activities, environmental liabilities, rental payments and to support various customs, tax and trade activities. The restricted cash is recorded in Current assets and Restricted cash in the Consolidated Statement of Financial Position.
Kodak’s Brazilian operations are involved in various litigation matters in Brazil and have received or been the subject of numerous governmental assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former employees and contract labor. The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-added taxes and income taxes. Kodak’s Brazilian operations are disputing these matters and intend to vigorously defend its position. Kodak routinely assesses all these matters as to the probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of June 30, 2025, Kodak’s Brazilian operations maintained accruals of approximately $5 million for claims aggregating approximately $90 million inclusive of interest and penalties where appropriate. The unreserved portion of the indirect taxes, civil litigation and disputes involving former employees and contract labor claims, inclusive of any related interest and penalties, for which there was at least a reasonable possibility that a loss may be incurred, amounted to approximately $5 million.
In connection with assessments in Brazil, local regulations may require Kodak’s Brazilian operations to post security for a portion of the amounts in dispute. As of June 30, 2025, Kodak’s Brazilian operations have posted security composed of $6 million of pledged cash reported within Restricted cash in the Consolidated Statement of Financial Position and liens on certain Brazilian assets with a net book value of approximately $39 million. Generally, any encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in favor of Kodak’s Brazilian operations. The matter securing the lien on the non-cash assets was resolved in favor of Kodak’s Brazilian operations on March 12, 2024 and those operations are in the process of having the lien on those assets removed.
In addition, Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products such as the on-going patent infringement claims brought by FUJIFILM Corporation against Eastman Kodak Company (in the US) and its German subsidiaries (in Germany) alleging that certain of Kodak’s SONORA process free plates infringe four of its patents in each jurisdiction. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information currently available, Kodak does not believe that it is probable that the outcomes in these various matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period. Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.
NOTE 8: GUARANTEES
In accordance with the terms of a settlement agreement concerning certain of the Company’s historical environmental liabilities at Eastman Business Park, a more than 1,200-acre technology center and industrial complex in Rochester, New York, in the event the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million with no limitation to the maximum potential future payments. There is no liability recorded for this guarantee.
Extended Warranty Arrangements
Kodak offers its customers extended warranty arrangements that are generally one year but may range from three months tosix years after the original warranty period. The change in Kodak’s deferred revenue balance in relation to these extended warranty and maintenance arrangements from December 31, 2024 to June 30, 2025, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows:
| (in millions) | |
|---|---|
| Deferred revenue on extended warranties as of December 31, 2024 | $12 |
| New extended warranty and maintenance arrangements deferred | 27 |
| Recognition of extended warranty and maintenance arrangement revenue | (25) |
| Deferred revenue on extended warranties as of June 30, 2025 | $14 |
NOTE 9: REVENUE
Disaggregation of Revenue
The following tables present revenue disaggregated by major product and geography:
Major Product:
| Three Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2025 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| Core products (1) | |||||
| Plates, inks and other consumables | $129 | $6 | $— | $— | $135 |
| Ongoing service arrangements | 35 | — | — | — | 35 |
| Total annuities | 164 | 6 | — | — | 170 |
| Equipment & software | 14 | — | — | — | 14 |
| Film and chemicals | — | 68 | — | — | 68 |
| Total Core | 178 | 74 | — | — | 252 |
| Growth products (2) | — | 1 | — | — | 1 |
| Other (3) | — | — | 6 | 4 | 10 |
| Total | $178 | $75 | $6 | $4 | $263 |
| Six Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2025 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| Core products (1) | |||||
| Plates, inks and other consumables | $243 | $13 | $— | $— | $256 |
| Ongoing service arrangements | 71 | — | — | — | 71 |
| Total annuities | 314 | 13 | — | — | 327 |
| Equipment & software | 29 | — | — | — | 29 |
| Film and chemicals | — | 134 | — | — | 134 |
| Total Core | 343 | 147 | — | — | 490 |
| Growth products (2) | — | 2 | — | — | 2 |
| Other (3) | — | — | 10 | 8 | 18 |
| Total | $343 | $149 | $10 | $8 | $510 |
| Three Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2024 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| Core products (1) | |||||
| Plates, inks and other consumables | $134 | $6 | $— | $— | $140 |
| Ongoing service arrangements | 39 | — | — | — | 39 |
| Total annuities | 173 | 6 | — | — | 179 |
| Equipment & software | 13 | 1 | — | — | 14 |
| Film and chemicals | — | 65 | — | — | 65 |
| Total Core | 186 | 72 | — | — | 258 |
| Growth products (2) | — | 1 | — | — | 1 |
| Other (3) | — | — | 4 | 4 | 8 |
| Total | $186 | $73 | $4 | $4 | $267 |
| Six Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2024 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| Core products (1) | |||||
| Plates, inks and other consumables | $262 | $13 | $— | $— | $275 |
| Ongoing service arrangements | 80 | — | — | — | 80 |
| Total annuities | 342 | 13 | — | — | 355 |
| Equipment & software | 26 | 1 | — | — | 27 |
| Film and chemicals | — | 116 | — | — | 116 |
| Total Core | 368 | 130 | — | — | 498 |
| Growth products (2) | — | 2 | — | — | 2 |
| Other (3) | — | — | 8 | 8 | 16 |
| Total | $368 | $132 | $8 | $8 | $516 |
(1)
Core includes the Print segment and the Motion Picture and Industrial Film and Chemicals businesses within the Advanced Materials and Chemicals segment, excluding coating and product commercialization services (“Coating Services”).
(2)
Growth consists of Coating Services, Analytical Services and Advanced Materials and Functional Printing within the Advanced Materials and Chemicals segment.
(3)
Other consists of Intellectual Property Licensing ("IP Licensing") within the Advanced Materials and Chemicals segment, Brand Licensing and Eastman Business Park.
Geography(1):
| Three Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2025 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| United States | $59 | $54 | $6 | $4 | $123 |
| Canada | 4 | 1 | — | — | 5 |
| North America | 63 | 55 | 6 | 4 | 128 |
| Europe, Middle East and Africa | 73 | 8 | — | — | 81 |
| Asia Pacific | 39 | 12 | — | — | 51 |
| Latin America | 3 | — | — | — | 3 |
| Total | $178 | $75 | $6 | $4 | $263 |
| Six Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2025 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| United States | $111 | $113 | $10 | $8 | $242 |
| Canada | 7 | 1 | — | — | 8 |
| North America | 118 | 114 | 10 | 8 | 250 |
| Europe, Middle East and Africa | 141 | 15 | — | — | 156 |
| Asia Pacific | 77 | 20 | — | — | 97 |
| Latin America | 7 | — | — | — | 7 |
| Total | $343 | $149 | $10 | $8 | $510 |
| Three Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2024 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| United States | $60 | $58 | $4 | $4 | $126 |
| Canada | 4 | 1 | — | — | 5 |
| North America | 64 | 59 | 4 | 4 | 131 |
| Europe, Middle East and Africa | 80 | 6 | — | — | 86 |
| Asia Pacific | 37 | 8 | — | — | 45 |
| Latin America | 5 | — | — | — | 5 |
| Total | $186 | $73 | $4 | $4 | $267 |
| Six Months Ended | |||||
|---|---|---|---|---|---|
| June 30, 2024 | |||||
| Advanced | |||||
| Materials | |||||
| and | |||||
| (in millions) | Chemicals | Brand | All Other | Total | |
| United States | $117 | $105 | $8 | $8 | $238 |
| Canada | 7 | 1 | — | — | 8 |
| North America | 124 | 106 | 8 | 8 | 246 |
| Europe, Middle East and Africa | 160 | 11 | — | — | 171 |
| Asia Pacific | 75 | 15 | — | — | 90 |
| Latin America | 9 | — | — | — | 9 |
| Total | $368 | $132 | $8 | $8 | $516 |
(1) Sales are reported in the geographic area in which they originate.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the Consolidated Statement of Financial Position. The contract assets are transferred to trade receivables when the rights to consideration become unconditional. The amount recorded for contract assets at June 30, 2025 and December 31, 2024 was $1 million and $5 million, respectively, and was reported in Other current assets in the Consolidated Statement of Financial Position. The contract liabilities primarily relate to brand licensing agreements, prepaid service contracts or upfront payments for certain equipment purchases. The amount recorded for contract liabilities in the Consolidated Statement of Financial Position at June 30, 2025 and December 31, 2024 was $98 million and $92 million, respectively, of which $44 million and $35 million, respectively, was reported in Other current liabilities and $54 million and $57 million, respectively, was reported in Other long-term liabilities.
Revenue recognized for the three and six months ended June 30, 2025 and 2024 that was included in the contract liability balance at the beginning of the period was $8 million and $23 million, respectively, in 2025 and $5 million and $25 million, respectively, in 2024 and primarily represented revenue from prepaid service contracts and equipment sales. Contract liabilities as of June 30, 2025 included $25 million and $29 million of cash payments received during thethree and six months ended June 30, 2025, respectively. Contract liabilities as of June 30, 2024 included $20 million and $25 million of cash payments received during the three and six months ended June 30, 2024, respectively.
Kodak does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or for which revenue is recognized at the amount to which Kodak has the right to invoice for services performed.
Performance obligations with an original expected length of greater than one year generally consist of deferred service contracts, operating leases and licensing arrangements. As of June 30, 2025, there was approximately $89 million of unrecognized revenue from unsatisfied performance obligations. Approximately 10% of the revenue from unsatisfied performance obligations is expected to be recognized in the remainder of 2025, 15% in each of 2026 and 2027,10% in 2028 and 50%thereafter.
NOTE 10: OTHER OPERATING EXPENSE (INCOME), NET
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Gain in sale of assets (1) | $— | $— | $— | $(17) |
| Other | — | 1 | — | 1 |
| Total | $— | $1 | $— | $(16) |
(1) In the first quarter of 2024, Kodak sold certain assets in the U.S. and recognized a gain of $17 million.
NOTE 11: OTHER CHARGES (INCOME), NET
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Interest income | $(1) | $(3) | $(3) | $(7) |
| Loss on foreign exchange transactions | 4 | 3 | 6 | 6 |
| Asset impairment (1) | 17 | — | 17 | — |
| Other | — | 1 | — | — |
| Total | $20 | $1 | $20 | $(1) |
(1)
During the second quarter of 2025, Kodak recorded an impairment charge of $17 million related to its investment in Wildcat Discovery Technologies, Inc. (“Wildcat”) due to the strategic options and alternatives being contemplated by Wildcat as a result of the current economic environment. The fair value of Kodak’s investment in Wildcat was estimated using a probability weighted assessment of the various options being considered under a combination of market and income approaches (Level 3). The carrying value of Kodak’s investment in Wildcat as of June 30, 2025 approximated $8 million.
NOTE 12: INCOME TAXES
Kodak’s income tax provision and effective tax rate were as follows:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (dollars in millions) | 2025 | 2024 | 2025 | 2024 |
| (Loss) earnings from operations before income taxes | $(24) | $27 | $(29) | $62 |
| Effective tax rate | (8.3)% | 3.7% | (13.8)% | 6.5% |
| Provision for income taxes | 2 | 1 | 4 | 4 |
| (Benefit) provision for income taxes at U.S. statutory tax rate | (5) | 6 | (6) | 13 |
| Difference between tax at effective vs. statutory rate | $7 | $(5) | $10 | $(9) |
For the three and six months ended June 30, 2025, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% was primarily attributable to: (1) the movement of valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S. and (3) a provision associated with foreign withholding taxes on undistributed earnings.
For the three and six months ended June 30, 2024, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% was primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S., (3) a benefit associated with foreign withholding taxes on undistributed earnings and (4) changes in audit reserves.
In December 2021, the Organisation for Economic Cooperation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Many participating countries enacted changes which took effect in 2024. Following the review of the relevant tax law changes introduced through Pillar 2 implementation, Kodak determined that these new regulations did not have a material impact to its tax provision for the three and six months ended June 30, 2025 and 2024.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Kodak is currently assessing its impact on the Company's consolidated financial statements.
NOTE 13: RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Components of the net periodic benefit cost for all major U.S. and non-U.S. defined benefit plans are as follows:
| Three Months Ended · Six Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 30, · June 30, | ||||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| (in millions) | U.S. | Non-U.S. | U.S. | Non-U.S. | U.S. | Non-U.S. | U.S. | Non-U.S. |
| Major defined benefit plans: | ||||||||
| Service cost | $— | $1 | $4 | $— | $3 | $1 | $7 | $1 |
| Interest cost | 24 | 4 | 28 | 4 | 51 | 8 | 55 | 9 |
| Expected return on plan assets | (41) | (5) | (63) | (4) | (86) | (10) | (125) | (9) |
| Amortization of: | ||||||||
| Prior service cost | 3 | — | 3 | — | 6 | — | 6 | — |
| Actuarial (gain) loss | — | — | (10) | — | (7) | 1 | (19) | — |
| Net pension (income) expense before special termination benefits | (14) | — | (38) | — | (33) | — | (76) | 1 |
| Special termination benefits (1) | 1 | — | — | — | 2 | — | 1 | — |
| Net pension (income) expense from major plans | (13) | — | (38) | — | (31) | — | (75) | 1 |
| Other plans | 3 | — | — | 1 | 3 | — | — | 1 |
| Total net pension (income) expense | $(10) | $— | $(38) | $1 | $(28) | $— | $(75) | $2 |
(1) The special termination benefits were incurred as a result of Kodak’s restructuring actions and have been included in
Restructuring costs and other in the Consolidated Statement of Operations for that period.
On January 21, 2025, the Board of Directors of Kodak approved the termination of the Kodak Retirement Income Plan (“KRIP”), effective March 31, 2025, and no further benefits were accrued under KRIP following this 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 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. During the three months ended March 31, 2025, Kodak concluded that it was probable that the criteria for settlement accounting for KRIP would be met in 2025 as the projected cost of all settlements would exceed the sum of the service cost and interest cost components of net periodic pension cost for the year. As a result, Kodak applied settlement accounting in both the first and second quarters of 2025, and remeasured KRIP as of March 31, 2025 and June 30, 2025.
The March 31, 2025 remeasurement resulted in a net actuarial loss of $68 million, comprised of an actuarial loss of $90 million related to KRIP’s projected benefit obligation ("PBO") partially offset by an asset actuarial gain of $22 million. The PBO actuarial loss of $90 million was due in part to a decrease in discount rates, partially offset by a reduction in the 30-year Treasury rate (total net impact of $22 million). The discount rate assumption used in the March 31, 2025 remeasurement was 5.26% compared to 5.45% usedat December 31, 2024, and the 30-year Treasury rate used in the March 31, 2025 remeasurement was 4.59% compared to 4.75% used at December 31, 2024. The remaining actuarial loss of $68 million was due to assumption changes related to measuring the plan on a termination basis, including assumed premiums for purchasing annuities to settle obligations and the timing of lump sum payments. The expected rate of return on plan assets assumption used in the March 31, 2025 remeasurement was unchanged from the rate used at December 31, 2024 (5.20%). The asset actuarial gain of $22 million was driven by actual asset returns being higher than expected returns. The impacts from settlement accounting during the first quarter of 2025 were immaterial.
The June 30, 2025 remeasurement resulted in a net actuarial loss of $16 million, comprised of an actuarial loss associated with asset returns of $56 million, partially offset by an actuarial gain associated with the PBO of $40 million. The asset actuarial loss was driven by the adverse effect of higher long-term interest rates on the plan’s bond portfolio. The PBO actuarial gain was driven by favorable mortality and other demographic experience of $48 million, partially offset by a loss of $8 million due to lower discount rates. The discount rate assumption used in the June 30, 2025 remeasurement was 5.20% and the expected rate of return on plan assets assumption was unchanged from the rate used at December 31, 2024 (5.20%). The impacts from settlement accounting during the second quarter of 2025 were immaterial.
NOTE 14: EARNINGS PER SHARE
Basic earnings per share are calculated using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share calculations include any dilutive effect of potential common shares. In periods with a net loss available to common shareholders, diluted earnings per share are calculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per share.
A reconciliation of the amounts used to calculate basic and diluted (loss) earnings per share for thethree and six months ended June 30, 2025 and 2024 follows:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Net (loss) earnings | $(26) | $26 | $(33) | $58 |
| Less: Series B Preferred stock cash dividends | (1) | (1) | (2) | (2) |
| Less: Series C Preferred stock in-kind dividends | (1) | (2) | (3) | (3) |
| Less: Preferred stock deemed dividends | (1) | — | (1) | (1) |
| Less: Earnings attributable to Series C Preferred shareholders | — | (3) | — | (7) |
| Net (loss) earnings available to common shareholders - basic | $(29) | $20 | $(39) | $45 |
| Effect of dilutive securities: | ||||
| Add back: Series B preferred stock cash and deemed dividends | $— | $1 | $— | $3 |
| Net (loss) earnings available to common shareholders - diluted | $(29) | $21 | $(39) | $48 |
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions of shares) | 2025 | 2024 | 2025 | 2024 |
| Weighted averages shares - basic | 80.9 | 80.1 | 80.7 | 79.9 |
| Effect of dilutive securities | ||||
| Unvested restricted stock units | — | 1.7 | — | 1.6 |
| Employee stock options | — | 1.1 | — | 0.9 |
| Series B Preferred Stock | — | 9.5 | — | 9.5 |
| Weighted average shares — diluted | 80.9 | 92.4 | 80.7 | 91.9 |
As a result of the net loss available to common shareholders for the three and six months ended June 30, 2025, Kodak calculated diluted earnings per share using weighted-average basic shares outstanding. If Kodak had reported earnings available to common shareholders for the three months ended June 30, 2025, the calculation of diluted earnings per share would have included the assumed vesting of 1.6 million unvested restricted stock units and the assumed exercise of 1.3 million stock options. For the six months ended June 30, 2025, the calculation of diluted earnings per share would have included the assumed vesting of 1.7 million unvested restricted stock units and the assumed exercise of 1.5 million stock options.
The computation of diluted earnings per share for the three and six months ended June 30, 2025 excluded the impact of (1) the assumed conversion of 1.0 million shares of Series B Preferred Stock, (2) the assumed conversion of 1.2 million shares of Series C Preferred Stock, (3) for the three months ended June 30, 2025, the assumed exercise of 2.5 million outstanding employee stock options and (4) for the six months ended June 30, 2025, the assumed exercise of 1.7 million outstanding employee stock options because the effects would have been anti-dilutive.
The computation of diluted earnings per share for the three and six months ended June 30, 2024 excluded the impact of (1) the assumed conversion of 1.2 million shares of Series C Preferred Stock, (2) the assumed exercise of 3.1 million outstanding employee stock options and (3) for the six months ended June 30, 2024, the assumed vesting of 0.2 million unvested restricted stock units because the effects would have been anti-dilutive.
NOTE 15: SHAREHOLDERS’ EQUITY
The Company has 560 million shares of authorized stock, consisting of: (i)500 million shares of common stock, par value $0.01 per share and (ii)60 million shares of preferred stock, no par value, issuable in one or more series.
Common Stock
As of June 30, 2025 and December 31, 2024, there were 81.0 million and 80.5 million shares of common stock outstanding, respectively.
At-The-Market ("ATM") Equity Offering Program
On May 21, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”), pursuant to which the Company may offer and sell up to $100 million of shares of the Company’s common stock, par value $0.01 per share (the “shares”), from time to time, in “at-the-market” offerings through BofA, as sales agent or as principal. The Company intends to use the net proceeds from the sale of the shares for general corporate purposes.
Sales of the shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with BofA. BofA will receive a commission from the Company that will not exceed, but may be lower than,3% of the gross sales price of all shares sold under the Sales Agreement.
The Company has not sold any shares under the Sales Agreement as of June 30, 2025.
Preferred Stock
Series B Preferred stock issued and outstanding as of both June 30, 2025 and December 31, 2024 consisted of 1.0 million shares.
Series C Preferred stock issued and outstanding as of both June 30, 2025 and December 31, 2024 cons isted of 1.2 million shares.
Treasury Stock
Treasury stock consisted of approximately 1.5 million and 1.3 million shares as of June 30, 2025 and December 31, 2024, respectively.
NOTE 16: OTHER COMPREHENSIVE LOSS
The changes in Other comprehensive loss by component were as follows:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Currency translation adjustments | ||||
| Currency translation adjustments | $7 | $(6) | $13 | $(12) |
| Pension and other postretirement benefit plan changes | ||||
| Newly established net actuarial loss | (15) | — | (86) | — |
| Tax provision | — | — | — | — |
| Newly established net actuarial loss, net of tax | (15) | — | (86) | — |
| Reclassification adjustments: | ||||
| Amortization of prior service cost (1) | 2 | 3 | 5 | 6 |
| Amortization of actuarial gains (1) | — | (10) | (7) | (19) |
| Total reclassification adjustments | 2 | (7) | (2) | (13) |
| Tax provision | — | — | — | — |
| Reclassification adjustments, net of tax | 2 | (7) | (2) | (13) |
| Pension and other postretirement benefit plan changes, net of tax | (13) | (7) | (88) | (13) |
| Other comprehensive loss | $(6) | $(13) | $(75) | $(25) |
(1)
Reclassified to Total Net Periodic Benefit Cost - refer to Note 13, "Retirement Plans and Other Postretirement Benefits".
NOTE 17: SEGMENT INFORMATION
Kodak hasthree reportable segments: Print, Advanced Materials and Chemicals and Brand. Kodak’s reportable segments are based on a combination of factors that the chief operating decision maker (“CODM”) uses to evaluate and manage the business operations, including but not limited to, Kodak’s organizational structure, customer base, markets, products and services and related technologies. Kodak does not aggregate operating segments. A description of Kodak’s reportable segments follows.
Print: The Print segment is comprised offour lines of business: the Prepress Solutions business, the PROSPER business, the Software business and the Electrophotographic Printing Solutions business.
Advanced Materials and Chemicals: The Advanced Materials and Chemicals segment is comprised offour lines of business: the Industrial Film and Chemicals business, the Motion Picture business, the Advanced Materials and Functional Printing business and the IP Licensing and Analytical Services business.
Brand: The Brand segment contains the brand licensing business.
The balance of Kodak’s continuing operations, which do not meet the criteria of a reportable segment, are reported in All Other revenues and All Other Operational EBITDA, and primarily represent the operations of the Eastman Business Park.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 included in the 2024 Form 10-K. There are no intersegment sales between the segments.
Kodak’s CODM is the Executive Chairman and Chief Executive Officer. Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”). Operational EBITDA represents the (loss) earnings from operations excluding the provision for income taxes; non-service cost components of pension and other postemployment benefits (“OPEB”) income; depreciation and amortization expense; restructuring costs and other; stock-based compensation expense; consulting and other costs; interest expense; other operating (expense) income, net and other (charges) income, net.
The CODM uses Operational EBITDA in assessing segment performance and deciding how to allocate resources for each segment predominantly through the annual budget and forecasting process. The CODM evaluates Operational EBITDA budget-to-actual variances, changes in Operational EBITDA from prior periods and when comparing the results of each segment with one another.
Segment financial information is shown below. Asset information by reportable segment is not disclosed below as this information is not regularly provided to or used by the CODM in assessing performance and allocating resources.
Segment Revenues, Operational EBITDA and Consolidated (Loss) Earnings from Continuing Operations Before Income Taxes
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| (in millions) | ||||
| Print: | ||||
| Revenues from external customers | $178 | $186 | $343 | $368 |
| Cost of revenues | 147 | 147 | 284 | 292 |
| Selling, general and administrative expenses | 31 | 35 | 64 | 67 |
| Research and development expenses | 4 | 4 | 8 | 9 |
| Operational EBITDA | (4) | — | (13) | — |
| Advanced Materials and Chemicals: | ||||
| Revenues from external customers | 75 | 73 | 149 | 132 |
| Cost of revenues | 56 | 54 | 111 | 101 |
| Selling, general and administrative expenses | 8 | 8 | 17 | 16 |
| Research and development expenses | 3 | 3 | 6 | 6 |
| Operational EBITDA | 8 | 8 | 15 | 9 |
| Brand: | ||||
| Revenues from external customers | 6 | 4 | 10 | 8 |
| Selling, general and administrative expenses | 1 | — | 1 | 1 |
| Operational EBITDA | 5 | 4 | 9 | 7 |
| Total Operational EBITDA for Reportable Segments | 9 | 12 | 11 | 16 |
| All Other Operational EBITDA | — | — | — | 1 |
| Depreciation and amortization | (7) | (6) | (14) | (13) |
| Restructuring costs and other (1) | (6) | — | (11) | (5) |
| Stock-based compensation | (1) | (1) | (3) | (4) |
| Consulting and other costs (2) | 1 | (1) | 1 | (1) |
| Idle costs (3) | (1) | (1) | (2) | (1) |
| Other operating (expense) income, net (4) | — | (1) | — | 16 |
| Interest expense (4) | (15) | (15) | (29) | (30) |
| Pension income excluding service cost component (4) | 16 | 41 | 38 | 82 |
| Other (charges) income, net (4) | (20) | (1) | (20) | 1 |
| Consolidated (loss) earnings from continuing operations before income taxes | $(24) | $27 | $(29) | $62 |
(1)
Restructuring costs and other for the three and six months ended June 30, 2025 included $5 million and $10 million, respectively, that were recorded in Restructuring costs and other in the Consolidated Statement of Operations. The remaining $1 million in each period related to inventory write-offs and was recorded as Cost of revenues in the Consolidated Statement of Operations.
(2)
Consulting and other costs are professional services and internal costs associated with corporate strategic initiatives and litigation. Consulting and other costs included $1 million of income in the three and six months ended June 30, 2025, respectively, representing insurance reimbursement of legal costs previously paid by the Company associated with investigations and litigation matters.
(3)
Consists of third-party costs such as security, maintenance and utilities required to maintain land and buildings in certain locations not used in any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties.
(4)
As reported in the Consolidated Statement of Operations.
A reconciliation of reportable segment revenues to consolidated revenues follows:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Total Reportable Segment Revenues | $259 | $263 | $502 | $508 |
| All Other Revenues | 4 | 4 | 8 | 8 |
| Total Consolidated Revenues | $263 | $267 | $510 | $516 |
Kodak increased employee benefit reserves by approximately $1 million in the six months ended June 30, 2025 due to an increase in workers' compensation reserves driven by changes in discount rates. The increase in reserves in the six months ended June 30, 2025 impacted gross profit by approximately $1 million. There wasno change to employee benefit reserves in the three months ended June 30, 2025.
Kodak decreased employee benefit reserves by approximately $1 million in the six months ended June 30, 2024 due to a decrease in workers' compensation reserves driven by changes in discount rates. The decrease in reserves in the six months ended June 30, 2024 impacted gross profit by approximately $1 million. There wasno change to employee benefit reserves in the three months ended June 30, 2024.
Amortization and depreciation expense by segment are not included in the segment measure of profit and loss but are regularly provided to the CODM.
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| (in millions) | June 30, | June 30, | ||
| Intangible asset amortization expense from continuing operations: | 2025 | 2024 | 2025 | 2024 |
| $1 | $1 | $2 | $2 | |
| Total | $1 | $1 | $2 | $2 |
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| (in millions) | June 30, | June 30, | ||
| Depreciation expense from continuing operations: | 2025 | 2024 | 2025 | 2024 |
| $4 | $4 | $8 | $8 | |
| Advanced Materials and Chemicals | 2 | 1 | 4 | 3 |
| Total | $6 | $5 | $12 | $11 |
| (in millions) | June 30, | December 31, |
|---|---|---|
| Long-lived assets located in: (1) | 2025 | 2024 |
| The United States | $149 | $143 |
| Europe, Middle East and Africa | 5 | 5 |
| Asia Pacific | 4 | 5 |
| Canada and Latin America | 41 | 36 |
| Non-U.S. countries total (2) | 50 | 46 |
| Total | $199 | $189 |
(1)Long-lived assets are comprised of property, plant and equipment, net.
(2)Of the total non-U.S. property, plant and equipment as of June 30, 2025, $39 million was located in Brazil. Of the total
non-U.S. property, plant and equipment as of December 31, 2024, $35 million was located in Brazil.
NOTE 18: FINANCIAL INSTRUMENTS
Kodak, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates, which may adversely affect its results of operations and financial position. Kodak manages such exposures, in part, with derivative financial instruments. Foreign currency forward contracts are used to mitigate currency risk related to foreign currency denominated assets and liabilities, as well as forecasted foreign currency denominated intercompany assets.
Kodak’s exposure to changes in interest rates results from its investing and borrowing activities used to meet its liquidity needs. Kodak does not utilize financial instruments for trading or other speculative purposes.
Kodak’s foreign currency forward contracts are not designated as hedges and are marked to market through net (loss) earnings at the same time that the exposed assets and liabilities are re-measured through net (loss) earnings (both in Other charges (income), net in the Consolidated Statement of Operations). The notional amount of such contracts open at June 30, 2025 and December 31, 2024 was approximately $211 million and $251 million, respectively. The majority of the contracts of this type held by Kodak as of June 30, 2025 and December 31, 2024 are denominated in Chinese renminbi, Japanese yen and euros.
The net effect of foreign currency forward contracts in the results of operations is shown in the following table:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Net (gain) loss from derivatives not designated as hedging instruments | $(4) | $3 | $(5) | $10 |
Kodak hadno derivatives designated as hedging instruments for the three and six months ended June 30, 2025 and 2024.
In the event of a default under any of the Company’s credit agreements, or a default under any derivative contract or similar obligation of Kodak, subject to certain minimum thresholds, the derivative counterparties would have the right, although not the obligation, to require immediate settlement of some or all open derivative contracts at their then-current fair value, but with liability positions netted against asset positions with the same counterparty.
Fair Value
Fair values of Kodak’s foreign currency forward contracts are determined using observable inputs (Level 2 fair value measurements) and are based on the present value of expected future cash flows (an income approach valuation technique) considering the risks involved and using discount rates appropriate for the duration of the contracts. The gross fair value of foreign currency forward contracts in an asset position are reported in Other current assets and the gross fair value of foreign currency forward contracts in a liability position are reported in Other current liabilities in the Consolidated Statement of Financial Position. The gross fair value of forward contracts in an asset position as of June 30, 2025 and December 31, 2024 was $1 million and $0 million, respectively. The gross fair value of foreign currency forward contracts in a liability position as of June 30, 2025 and December 31, 2024 was $0 million and $3 million, respectively.
Short-term debt (Level 2 fair value measurements) includes the Term Loans at June 30, 2025 for which the fair value is determined by pricing models based on the value of related cash flows discounted at current market interest rates. The fair values of short-term borrowings were $398 million and $1 million at June 30, 2025 and December 31, 2024, respectively.
The fair values of long-term debt (Level 2 fair value measurements) are determined by reference to quoted market prices of similar instruments, if available. The fair values of long-term borrowings were $11 million and $436 million at June 30, 2025 and December 31, 2024, respectively.
The carrying values of cash and cash equivalents, restricted cash and the current portion of long-term debt approximate their fair values at both June 30, 2025 and December 31, 2024.
Transfers between levels of the fair value hierarchy are recognized based on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels of the fair value hierarchy during the three and six months ended June 30, 2025.
NOTE 19: SUBSEQUENT EVENT
On August 8, 2025, the Company issued 15,103,163 shares of common stock in exchange for all outstanding shares of Series C Preferred Stock, including accrued and unpaid dividends thereon (the “Series C Preferred Stock Exchange”), pursuant to a Series C Preferred Stock Exchange Agreement entered into with the Investor on August 8, 2025 (the “Series C Exchange Agreement”). Following the completion of the Series C Preferred Stock Exchange, the Company had no outstanding shares of Series C Preferred Stock and the Company’s obligations with respect to the Series C Preferred Stock were fully discharged.
The Series C Exchange Agreement provides the Investor with the right to nominate one member for election to the Company’s Board for so long as it holds at least 10% of the outstanding shares of common stock of the Company. In connection with the Series C Preferred Stock Exchange, the Company entered into an Amended and Restated Registration Rights Agreement that provides customary registration rights with respect to the shares of common stock issued in the Series C Preferred Stock Exchange.
For additional information on the Series C Preferred Stock Exchange, the board nomination rights granted to the Investor in connection therewith, and the Amended and Restated Registration Rights Agreement, see Item 5(a) to this Quarterly Report on Form 10-Q.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.