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): June 24, 2008
Eastman
Kodak Company
(Exact
name of registrant as specified in its charter)
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New
Jersey
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1-87
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16-0417150
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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343
State Street,
Rochester,
New York 14650
(Address
of Principal Executive Office) (Zip Code)
Registrant's
telephone number, including area code: (585)
724-4000
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:
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[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
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[ ] Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
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|
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[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e-4(c))
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1
ITEM
8.01 Other Events.
On June
24, 2008, Eastman Kodak Company issued a press release with respect to the
receipt of an income tax refund and its Board of Directors’ approval of a share
repurchase program, respectively. A copy of the press release is
attached hereto as Exhibit (99.1).
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibit
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(99.1)
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Press
release issued by Eastman Kodak Company, dated June 24,
2008.
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2
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: /s/ Diane E. Wilfong
--------------------------------
Diane E. Wilfong
Chief Accounting Officer and
Controller
Date: June
24, 2008
3
EASTMAN
KODAK COMPANY
INDEX
TO EXHIBIT
Exhibit
No.
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(99.1)
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Press
release issued by Eastman Kodak Company, dated June 24,
2008.
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4
Exhibit
(99.1)
Media
Contact:
David
Lanzillo 585-781-5481 david.lanzillo@kodak.com
Investor Relations
Contacts:
Ann
McCorvey 585-724-5096 antoinette.mccorvey@kodak.com
Angela
Nash 585-724-0982 angela.nash@kodak.com
Kodak
Board Approves $1.0 Billion Stock Repurchase Program
Buyback Represents
Approximately 25% of Outstanding Stock at Recent Share
Prices
Company Also Announces
Refund Settlement with U.S. Internal Revenue Service; Has Received Approximately
$581 Million
ROCHESTER,
N.Y., June 24 – Eastman Kodak Company (NYSE:EK) announced today that its Board of
Directors has authorized a stock repurchase program totaling as much as $1.0
billion of the company’s outstanding common stock. At recent prices, the
purchase of $1.0 billion of Kodak stock would represent approximately 25% of the
shares outstanding.
The
company also announced that it has received a tax refund from the U.S. Internal
Revenue Service of $581 million. The refund is related to the audit of certain
claims filed for tax years 1993-1998, and is composed of a refund of past
federal income taxes paid of $306 million and $275 million of interest earned on
the refund.
The
company plans to fund the majority of the stock repurchase program, which is
authorized through the end of 2009, from the tax refund, with the remainder to
come from available cash on hand. The repurchase will commence as soon as
practicable, in accordance with the rules and regulations of the U.S. Securities
and Exchange Commission that govern such purchases.
“Our
Board’s decision to authorize this repurchase initiative underscores the rising
confidence we have in Kodak’s product portfolio, in our current financial
position, and in the execution of our strategy,” said Antonio M. Perez, Chairman
and Chief Executive Officer, Eastman Kodak Company. “With our significant
liquidity and strong balance sheet, we continue to pursue a variety of
long-term, value-creating growth initiatives that are well funded. In addition,
we strongly believe that at the current price, the purchase of our own stock is
an appropriate use of our cash and will further enhance long-term shareholder
value.”
Separately,
as part of the discussion of its second-quarter results on July 31, 2008, the
company plans to update the investment community on the magnitude of the
expected full-year net positive earnings impact from the following factors: the
tax refund, commodity prices and related company actions, and the previously
announced lengthening of the useful life assumptions of its film and paper
manufacturing assets.
The
federal tax refund claim related primarily to a 1994 loss recognized on the
company’s sale of stock of a subsidiary, Sterling Winthrop Inc., which was
originally disallowed under IRS regulations in effect at that time. The IRS
subsequently issued revised regulations that served as the basis for this refund
claim.
The
refund will have a positive impact on the company’s net earnings for the second
quarter of 2008 of $574 million. Of the $574 million increase in net
earnings, $300 million relates to the 1994 sale of Sterling Winthrop Inc., which
will be reflected in earnings from discontinued operations, net of income taxes.
The balance of $274 million, which represents interest, will be reflected in
earnings from continuing operations.
Because
of tax-loss carryforwards and other tax attributes, the company expects to
retain $575 million of the $581 million proceeds received, with the difference
representing expected payments in 2008 for state income taxes.
Under the
terms of the repurchase program, the company may repurchase shares in open
market purchases or through privately negotiated transactions. The stock
repurchase activities will be conducted in compliance with the safe harbor
provisions of Rule 10b-18 of the Securities Exchange Act of 1934, as
amended. Kodak management will determine the timing and amount of any
repurchase based on its evaluation of market conditions and other factors.
Repurchases of common stock may also be made under 10b5-1 plans, which would
permit common stock to be purchased when the company may otherwise be prohibited
from doing so under insider trading laws. The share repurchase
program does not obligate the company to repurchase any dollar amount or number
of shares of its common stock, and the program may be extended, modified,
suspended or discontinued at any time.
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About
Kodak
As the
world's foremost imaging innovator, Kodak helps consumers, businesses, and
creative professionals unleash the power of pictures and printing to enrich
their lives. To learn more, visit www.kodak.com, and our blogs:
1000words.kodak.com, PluggedIn.kodak.com and growyourbiz.Kodak.com.
Editor’s
Note: Kodak corporate news releases are now offered via RSS feeds. To subscribe,
visit www.kodak.com/go/RSS
and look for the RSS symbol. In addition, Kodak podcasts are viewable at www.kodak.com/go/podcasts.
Podcasts may be downloaded for viewing on iTunes, Quicktime, or other PC-based
media players. Users may also subscribe to Kodak podcasts via the iTunes store
by typing “Kodak Close Up” in the search field at the top of the iTunes Store
window.
Special
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements dependent on a number of risks
and uncertainties pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Except for historical
information contained herein, the matters set forth in this press release,
including, but not limited to, statements concerning the Company’s repurchase of
its common stock, its anticipated cash requirements and liquidity, its
confidence in its financial position, strategy and growth prospects, and its
plans to increase stockholder value, involve certain risks and uncertainties
that could cause actual results to differ materially from those forward-looking
statements. Potential risks and uncertainties include, but are not restricted
to, unpredictability and volatility of the price and volume of the Company’s
common stock. Other risk factors are included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2007 and the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2008.
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