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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 4, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On November 9, 2005, Eastman Kodak Company (the "Company") issued a
press release announcing that the Company's previously issued financial
statements for the first and second quarters of 2005 will be restated
due to certain accounting errors. The decision to restate the first and
second quarter financial statements was made by the Audit Committee of
the Company's Board of Directors on November 4, 2005. The Audit
Committee, following consultation with management, concluded that the
Company's financial statements for the first and second quarters of 2005
should no longer be relied upon due to these errors. The Company will
restate the previously issued financial statements for the first and
second quarters of 2005 through the filing of an amended Form 10-Q for
each of the first and second quarters of 2005. The decision to restate
the previously issued financial statements and the matters disclosed in
this filing have been discussed with the Company's independent
registered public accounting firm, PricewaterhouseCoopers LLP.
The restatements reflect non-cash accounting errors involving
restructuring accruals associated with severance and special pension-
related termination benefits that were discovered as a result of the
third quarter 2005 closing process. The correction of these errors will
result in a $2 million ($0.01 per share) and $13 million ($0.05 per
share) reduction of the previously reported net loss for the first and
second quarters of 2005, respectively. There is no impact on periods
prior to 2005.
In performing the Company's quarterly evaluation of the effectiveness
and of the design and operation of its disclosure controls and
procedures as of September 30, 2005, including its assessment as to
whether or not the Company had any changes during the third quarter of
2005 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting, the Company has concluded that the severance error that
occurred in the second quarter, as described above, was primarily the
result of a failure in the operation of, not in the design of, the
existing preventive and detective controls surrounding the preparation
and review of spreadsheets that include new or changed formulas. The
Company has concluded that this situation constitutes a "material
weakness," as defined by the Public Company Accounting Oversight
Board's Auditing Standard No. 2. The Company believes that this
material weakness will be remediated by December 31, 2005. As this
deficiency resulted from a failure to follow established policies and
procedures, the remediation will primarily constitute the
reinforcement, through communication with the appropriate individuals,
of the importance of adherence to the internal control structure that
is in place.
The impacts on the Consolidated Statement of Operations for each of the
three months ended March 31, 2005 and June 30, 2005, respectively, are
presented below (in millions, except per share data).
For the For the
Three Months Ended Three Months Ended
March 31, 2005 June 30, 2005
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As As
Previously Previously
Reported Restated Reported Restated
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Net sales $2,832 $2,832 $3,686 $3,686
Cost of goods sold 2,127 2,127 2,622 2,622
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Gross profit 705 705 1,064 1,064
Selling, general
and administrative
expenses 584 584 654 654
Research and development
costs 199 199 276 276
Restructuring costs and
other 118 115 267 253
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Loss from continuing
operations before
interest, other income
(charges),net and
income taxes (196) (193) (133) (119)
Interest expense 38 38 49 49
Other income (charges), net 35 35 (37) (37)
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Loss from continuing
operations before income
taxes (199) (196) (219) (205)
Benefit for income taxes (56) (55) (65) (64)
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Loss from continuing
operations (143) (141) (154) (141)
Earnings from discontinued
operations, net of
income taxes 1 1 - -
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Net loss $ (142) $ (140) $ (154) $ (141)
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Basic and diluted net
loss per share:
Continuing operations $ (.50) $ (.49) $ (.54) $ (.49)
Discontinued operations - - - -
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Total $ (.50) $ (.49) $ (.54) $ (.49)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By:
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Richard G. Brown, Jr.
Controller
Date: November 9, 2005