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):  August 9, 2017

EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)

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

  ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ⃞

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞

On August 9, 2017, Eastman Kodak Company (the “Company”) issued a press release describing its second quarter 2017 financial results.  A copy of the press release is furnished as Exhibit (99.1) to this report.

Within the Company’s press release, reference is made to the following non-GAAP financial measures:

• Operational EBITDA;
• Revenues and Operational EBITDA on a constant currency basis; and
• Operational EBITDA before Corporate Cost.

The Company believes that these non-GAAP financial measures represent important internal measures of performance as used by the Company’s management. Accordingly, they are provided with the belief that this information will assist in properly assessing the underlying performance of the Company. In addition, the Company’s management believes that the presentation of the non-GAAP financial measures allows the user of the information to assess the Company’s financial results on a more comparable basis.  Whenever such information is presented, the Company has complied with the provisions of the rules under Regulation G and Item 2.02 of Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    August 9, 2017

EASTMAN KODAK COMPANY
INDEX TO EXHIBITS

Exhibit No.

Exhibit 99.1

Kodak Reports Q2 Net Earnings of $4 Million and Strong Performance in Growth Products

ROCHESTER, N.Y.--(BUSINESS WIRE)--August 9, 2017--Eastman Kodak Company (NYSE: KODK) today reported financial results for the second quarter 2017, delivering net earnings of $4 million and continued strong growth in its KODAK SONORA Process Free Plates, KODAK FLEXCEL NX Packaging and KODAK PROSPER Inkjet annuities.

Highlights include:

• GAAP net earnings of $4 million for the quarter ended June 30, 2017, compared with $8 million for the quarter ended June 30, 2016.
• Operational EBITDA for the quarter of $14 million compared with $23 million for the second quarter of 2016.
• Revenues for the quarter of $381 million compared with revenues of $423 million for the second quarter of 2016, down $42 million or 10 percent. On a constant currency basis revenues were down $36 million or 9 percent.
• The company ended the second quarter with a cash balance of $370 million, a decrease in cash of $8 million for the second quarter of 2017.
• Key product lines achieved strong year-over-year growth for the quarter:
  • Volume for KODAK FLEXCEL NX Plates grew by 22 percent.
  • Volume for KODAK SONORA Process Free Plates grew by 18 percent.
  • Annuities revenue for KODAK PROSPER Inkjet grew by 14 percent.
• The company updated its 2017 outlook to reflect the impact of an expected advanced technology transaction. Kodak adjusted its forecast for the full year change in cash balance to a range of $0 to $10 million of cash generation. Kodak continues to expect revenues of $1.5 billion to $1.6 billion and adjusted its forecast for Operational EBITDA to a range of $90 million to $105 million.

“Our FLEXCEL NX Plates, SONORA Plates and PROSPER Inkjet businesses continue to deliver impressive performance and contribute a growing percentage of Kodak’s total revenues,” Jeff Clarke, Kodak’s chief executive officer, said. “We continue to invest significantly in new inkjet and advanced materials technologies for the future.”

Revenues in the second quarter of 2017 were $381 million, a 10 percent decline from the second quarter of 2016 or 9 percent on a constant currency basis.

GAAP net earnings were $4 million for the quarter ended June 30, 2017, a decline of $4 million compared with the second quarter of 2016. An embedded derivative related to the convertible preferred stock investment by Southeastern Asset Management positively impacted net earnings by $14 million for the quarter.

The company delivered second quarter Operational EBITDA of $14 million, consistent with the company’s expectations, down $9 million compared with the second quarter of 2016. On a constant currency basis, Operational EBITDA was down $8 million.

The company ended the quarter with a cash balance of $370 million, down $8 million, or 2 percent, from the balance at the end of the first quarter, 2017 and down $64 million from the balance at the beginning of 2017. This reflects the use of cash in working capital items such as inventory increases for sequential revenue growth during the second half of the year, partially offset by the release of restricted cash.

“Our cash position is in line with our expectations for the quarter and we are on track for our plan for the year,” David Bullwinkle, Kodak’s chief financial officer, said. “In the first half of 2017, we invested in working capital to support sequential growth in the second half of the year.”

Print Systems Division (PSD), Kodak’s largest division, had Q2 revenues of $236 million, a 9 percent decline compared with Q2 2016. Operational EBITDA for the quarter declined by $6 million compared with the same period a year ago. The decline was largely due to pricing pressures and the higher cost of aluminum, the primary material for the division’s plate products.

For the quarter, KODAK SONORA Plates delivered continued strong performance, with volume increasing by 18 percent compared with the same period a year ago. SONORA Plates now account for 18 percent of the division’s total plate unit sales.

Enterprise Inkjet Systems Division (EISD), including the KODAK PROSPER and KODAK VERSAMARK businesses, had Q2 revenues of $35 million, compared with $44 million for the prior-year quarter, a decline of 20 percent.

Operational EBITDA was $1 million, an improvement of $7 million compared with Q2 of 2016. On a constant currency basis, operational EBITDA improved by $8 million.

For the second quarter of 2017 the PROSPER business continued to deliver solid performance with year-over-year annuity growth of 14 percent.

Kodak continues to invest in next-generation ULTRASTREAM inkjet technology, working with a number of prospective OEM partners toward commercializing the technology in 2019.

The Flexographic Packaging Division (FPD) includes KODAK FLEXCEL NX Systems and Plates as well as other packaging businesses, such as analog flexographic plates and letterpress plates, proofing products and services. FPD continued to deliver strong performance for the quarter, driven by consistent growth in KODAK FLEXCEL NX Plates. Revenues for Q2 were $37 million, an increase of $2 million or 6 percent over the same period a year ago. Operational EBITDA was $8 million, an increase of $2 million or 33 percent compared with the second quarter of 2016.

For the quarter, FLEXCEL NX revenues increased 12 percent over the prior-year period and FLEXCEL NX Plate volume continued to deliver strong growth, increasing by 22 percent year over year. In April, Kodak broke ground on an expansion of its manufacturing facility in Weatherford, Oklahoma, to accommodate a new line for the production of KODAK FLEXCEL NX Plates.

Software and Solutions Division (SSD) delivered Q2 revenues of $22 million, an increase of $1 million compared with the same period last year. Operational EBITDA increased $1 million compared with the prior-year period. Licensing revenue in Unified Workflow Solutions grew 6 percent for the first half of 2017.

Consumer and Film Division (CFD) revenues for Q2 were $47 million, down 24 percent from $62 million in Q2 of 2016. Operational EBITDA was negative $5 million, primarily driven by the expected continued decline in consumer inkjet and a reduction in Industrial Films & Chemicals primarily due to a significant customer order in the prior year.

The division recently entered into multiyear supply agreements with three major Hollywood studios for motion picture film.

The Advanced Materials and 3D Printing Technology Division (AM3D) includes Kodak’s research lab, Micro 3D Printing as well as intellectual property licensing not directly related to the other business divisions. AM3D had Operational EBITDA of negative $7 million, compared with negative $8 million for Q2 2016.

Eastman Business Park Division (EBP) had revenues of $4 million, an increase of $1 million over the prior-year second quarter. Operational EBITDA increased by $1 million from the prior period. During the quarter, the division added a controlled environment agriculture company as a tenant.

Revenue and Operational EBITDA Q2 2017 versus Q2 2016

About Kodak

Kodak is a technology company focused on imaging. We provide – directly and through partnerships with other innovative companies – hardware, software, consumables and services to customers in graphic arts, commercial print, publishing, packaging, electronic displays, entertainment and commercial films, and consumer products markets. With our world-class R&D capabilities, innovative solutions portfolio and highly trusted brand, Kodak is helping customers around the globe to sustainably grow their own businesses and enjoy their lives. For additional information on Kodak, visit us at kodak.com, follow us on Twitter @Kodak, or like us on Facebook at Kodak.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning Kodak’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, investments, financing needs and business trends and other information that is not historical information. When used in this press release, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” “strategy,” “continues,” “goals,” “targets” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and similar expressions, as well as statements that do not relate strictly to historical or current facts, are intended to identify forward-looking statements. All forward-looking statements, including management’s examination of historical operating trends and data, are based upon Kodak’s expectations and various assumptions.

Future events or results may differ from those anticipated or expressed in the forward-looking statements. Important factors that could cause actual events or results to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in Kodak’s Annual Report on Form 10-K for the year ended Dec. 31, 2016, under the headings “Business,” “Risk Factors,” “Legal Proceedings” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in the corresponding sections of Kodak’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, and June 30, 2017, and in other filings Kodak makes with the U.S. Securities and Exchange Commission from time to time, as well as the following: Kodak’s ability to improve and sustain its operating structure, cash flow, profitability and other financial results; the ability of Kodak to achieve cash forecasts, financial projections and projected growth; Kodak’s ability to achieve the financial and operational results contained in its business plans; Kodak’s ability to fund continued investments, capital needs and restructuring payments and service its debt and Series A Preferred Stock; Kodak’s ability to comply with the covenants in its various credit facilities; Kodak’s ability to discontinue, sell or spin-off certain businesses or operations or otherwise monetize assets; changes in foreign currency exchange rates, commodity prices and interest rates; Kodak’s ability to effectively anticipate technology trends and develop and market new products, solutions and technologies; Kodak’s ability to effectively compete with large, well-financed industry participants; continued sufficient availability of borrowings and letters of credit under Kodak’s revolving credit facility, Kodak’s ability to obtain additional financing if and as needed and Kodak’s ability to provide or facilitate financing for its customers; the performance by third parties of their obligations to supply products, components or services to Kodak; and the impact of the global economic environment on Kodak.

There may be other factors that may cause Kodak’s actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to Kodak or persons acting on its behalf apply only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included or referenced in this press release. Kodak undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

APPENDICES

A. NON-GAAP MEASURES

In this second quarter 2017 financial results news release, reference is made to the following non-GAAP financial measures:

• Operational EBITDA;
• Revenues and Operational EBITDA on a constant currency basis; and
• Operational EBITDA before Corporate Costs.

Kodak believes that these non-GAAP measures represent important internal measures of performance. Accordingly, where they are provided, it is to give investors the same financial data management uses with the belief that this information will assist the investment community in properly assessing the underlying performance of Kodak, its financial condition, results of operations and cash flow.

Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”). The change in revenues and Operational EBITDA on a constant currency basis, as presented in this financial results news release, is calculated by using average foreign exchange rates for the three months ended June 30, 2016, rather than the actual exchange rates in effect for the three months ended June 30, 2017.

This press release also contains a forward-looking estimate of full-year 2017 Operational EBITDA and full-year Cash Generation. Kodak is unable to provide a reconciliation of full-year 2017 Operational EBITDA to a forward-looking estimate of GAAP net income / loss and a reconciliation of full-year cash generation to changes in cash and cash equivalents because projected GAAP net income / loss for the full year and changes in cash and cash equivalents would require inclusion of the projected impact of future excluded items, including items that are not currently determinable or dependent on future events which may be uncertain or outside of Kodak’s control, such as asset sales, asset impairments, foreign exchange gains / losses, changes in the fair value of the conversion option derivative liability, unanticipated items not reflective of ongoing operations, or other items. Due to the uncertainty of the likelihood, amount and timing of any such items, Kodak does not have information available to provide quantitative reconciliations of full-year 2017 projected net income / loss and changes in cash and cash equivalents.

The following table reconciles the most directly comparable GAAP measure of Net Earnings Attributable to Eastman Kodak Company to Operational EBITDA and Operational EBITDA on a constant currency basis for the three months ended June 30, 2017, and 2016, respectively:

The following tables reconcile the most directly comparable GAAP measure of Operational EBITDA (Segment Measure) to Operational EBITDA before Corporate Costs for each Division for the three months ended June 30, 2017, and 2016, respectively:

B. FINANCIAL STATEMENTS

The notes accompanying the Company’s second quarter 2017 Form 10-Q are an integral part of these consolidated financial statements.

The notes accompanying the Company’s second quarter 2017 Form 10-Q are an integral part of these consolidated financial statements.

CONTACT:
Media:
Kodak
Louise Kehoe, +1 585-802-1343
louise.kehoe@kodak.com
or
Investors:
Kodak
Bill Love, +1 585-724-4053
shareholderservices@kodak.com