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 12, 2013


Eastman Kodak Company
(Exact name of registrant as specified in charter)

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:

⃞ 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))

Item 2.02      Results of Operations and Financial Condition

On November 12, 2013, Eastman Kodak Company issued a press release describing its financial results for the third quarter ended September 30, 2013.  A copy of the press release is attached as Exhibit (99.1) to this report.

Within the Company’s third quarter press release, the Company makes reference to the non-GAAP financial measures of net loss excluding reorganization items and discontinued operations; operational EBITDA and operational EBITDA excluding fresh start accounting adjustments which have directly comparable GAAP financial measures.   

The Company believes that these non-GAAP measures represent important internal measures of performance.  Accordingly they are provided to give the same financial data that management uses with the belief that this information will assist the users of it in properly assessing the underlying performance of the Company.  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.  In addition to the reason described above, the Company’s management believes that the presentation of the non-GAAP financial measures allows the user of the information to assess the results on a more comparable basis.

Item 9.01    Financial Statements and Exhibits

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
INDEX TO EXHIBITS

Exhibit No.

Exhibit 99.1

Kodak Shows Continuing Improvement in Third Quarter Results

• Results demonstrate momentum upon emergence from Chapter 11.
• Third quarter net income (loss) improved from $(312) million in 2012 to $1.99 billion in 2013. Excluding reorganization items and discontinued operations, the net loss for the third quarter of 2013 was $155 million.
• Operational EBITDA excluding accounting adjustments improved in the third quarter by $53 million from the prior-year quarter and by $279 million for the first nine months versus the same period in 2012.
• Favorable product/price mix in both business segments – Digital Printing & Enterprise and Graphics, Entertainment & Commercial Films – contributed to an eight percentage point improvement in year-over-year gross profit for the quarter, confirming the company’s strategy of focus on profitability.
• Strong liquidity; ended quarter with $839 million cash and debt of $679 million.

ROCHESTER, N.Y.--(BUSINESS WIRE)--November 12, 2013--Eastman Kodak Company (NYSE:KODK) today announced net income for the third quarter of $1.99 billion (combining net income for the period July 1, 2013, through August 31, 2013, of the “predecessor” company of $2.01 billion, and net loss for the period September 1, 2013, through September 30, 2013, of the “successor” company of $18 million). Excluding reorganization items and discontinued operations, the net loss for the third quarter of 2013 was $155 million.

Third-quarter Operational EBITDA (see footnote 4 for definition) was $30 million, excluding the recognition of $27 million in non-cash inventory and deferred revenue adjustments from fresh-start accounting. Effective September 1, 2013, Kodak adopted fresh-start accounting upon its emergence from bankruptcy. Therefore, the results presented below reflect the combined predecessor/successor financial results.

As of September 30, the company’s financial position reflected approximately $839 million of cash and cash equivalents and debt of $679 million (a reduction of $1.44 billion from December 31, 2012). During the quarter, selling, general & administrative expenses declined to $93 million from $148 million in the prior-year quarter.

“We are pleased with our progress on earnings this quarter, with Operational EBITDA on track with expectations. Further, our customers are telling us they are impressed with our technologies, and increasingly ready to adopt and apply our solutions to help grow their businesses,” said Kodak Chief Executive Officer Antonio M. Perez. “Our strengths in imaging for business markets, including packaging, functional printing, graphic communications and professional services, position us well to move forward on our strategy with increasing momentum.”

KODAK REPORTING STRUCTURE

Kodak offers high-quality, cost-effective products and services to the commercial imaging industry. The company’s portfolio of products and services meets two distinct needs for its customers: transforming large printing markets with digital offset, digital print and hybrid solutions; and commercializing new solutions for high-growth markets that build on the company’s developed technologies and proprietary intellectual property. Kodak operates the Commercial Imaging portfolio as two business segments: Graphics, Entertainment & Commercial Films (GECF) and Digital Printing & Enterprise (DP&E).

Graphics, Entertainment & Commercial Films (GECF): The GECF segment consists of the Graphics and Entertainment Imaging & Commercial Films groups, as well as Kodak’s intellectual property and brand licensing activities.

3Q13 vs. 3Q12 discussion – The decrease in the GECF segment net sales for the third quarter was primarily due to lower demand for digital plates within Graphics, and lower demand for motion picture film within Entertainment Imaging & Commercial Films. Also contributing to the decline was unfavorable price/mix within Graphics due to industry pricing pressures. Partially offsetting these declines was favorable product price/mix within Entertainment Imaging & Commercial Films due to pricing actions impacting the current-year quarter.

The change in the GECF segment gross profit for the third quarter was primarily driven by the Entertainment Imaging & Commercial Films pricing actions, and strong manufacturing productivity and other cost improvements in Graphics. Partially offsetting these improvements was unfavorable product price/mix within Graphics due to industry pricing pressures. Inventory revaluation due to fresh-start accounting had a $12 million negative impact on segment gross profit in the quarter.

In the Graphics business, a large number of customers continued to convert to KODAK SONORA Process Free Plates, which provide cost savings and production efficiencies. SONORA Plates also enable printers to improve their sustainability profile by eliminating the use of processing chemistry.

Digital Printing & Enterprise (DP&E): The DP&E segment consists of four product/service groups, Digital Printing Solutions, Packaging and Functional Printing, Enterprise Services and Solutions, and Consumer Inkjet Systems.

3Q13 vs. 3Q12 discussion – The decrease in net sales for the DP&E segment for the third quarter was primarily attributable to volume declines within Consumer Inkjet Systems, driven by the discontinuance of printer sales, and lower sales of ink to the existing installed base of printers. Partially offsetting these declines were volume improvements within Digital Printing driven by a larger number of placements of commercial inkjet components.

In the DP&E segment, customers around the world continued to invest in KODAK PROSPER Solutions, including the U.K.’s largest order to date for PROSPER S30 Imprinting Systems.

The increase in the DP&E segment gross profit for the third quarter was primarily due to favorable price/mix within Consumer Inkjet Systems due to a greater proportion of consumer ink sales, and within Digital Printing due to favorable mix due to higher component placements in the current-year period. Partially offsetting these improvements were increased cost of goods sold within Consumer Inkjet Systems due to the revaluation of inventory related to fresh-start accounting. Inventory revaluation due to fresh-start accounting had a $14 million negative impact on segment gross profit in the quarter.

Kodak’s 10-Q Report with the U.S. Securities and Exchange Commission should be referenced for a comprehensive view of the company’s financial performance for the third quarter of 2013.

KEY “FRESH-START” AND OTHER ACCOUNTING IMPACTS

In connection with the company’s emergence from Chapter 11, Kodak applied the provisions of fresh-start accounting to its financial statements as of September 1, 2013. Upon the application of fresh-start accounting, Kodak allocated its reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the successor company’s assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. The major adjustments in value that have an associated impact in the successor statement of operations occurred as a result of an increase in the net book value of inventory to their estimated fair value, the revaluation of deferred revenues to the fair value of the company's related future performance obligations, and an increase in the net book value of intangible assets and property, plant and equipment reflected in increased depreciation and amortization.

A summary of the impacts of these adjustments on the company's Operational EBITDA follows.

¹ Results for the third quarter 2013 represent the combined predecessor (July 1, 2013 - August 31, 2013) and successor (September 1, 2013 - September 30, 2013) periods.

² Results for the first nine months of 2013 represent the combined predecessor (January 1, 2013 - August 31, 2013) and successor (September 1, 2013 - September 30, 2013) periods.

³ Includes net income (loss) attributable to noncontrolling interests.

⁴ Operational EBITDA is defined as Total Segment Earnings (Loss) plus depreciation and amortization expense, and excluding the reallocation of costs previously allocated to discontinued businesses. Total Segment Earnings(Loss) represents the company’s measure of segment earnings which excludes Restructuring costs, Reorganization items, net, the Corporate components of pension and OPEB expenses / income (as defined in the company’s public filings with regard to segment earnings information) and Other operating income (expense), net, which would be included in an unadjusted EBIT measure.

⁵ Adjustments to property, plant and equipment, and intangible assets have no impact on Operational EBITDA.

⁶ Inventory Step-up results in higher cost of goods sold.

⁷ Deferred Revenue was written off due fresh-start accounting, resulting in lower revenue.

About Kodak

Kodak is a technology company focused on imaging for business. Kodak serves customers with disruptive technologies and breakthrough solutions for the product goods packaging, graphic communications and functional printing industries. The company also offers leading products and services in Entertainment Imaging and Commercial Films. For additional information on Kodak, visit us at kodak.com, follow us on Twitter @Kodak, or like us on Facebook at KodakNow.

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This document, which includes any exhibits or appendices attached hereto, includes “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company's plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, investments, financing needs, business trends, and other information that is not historical information. When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts”, “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management's examination of historical operating trends and data are based upon the Company's expectations and various assumptions. Future events or results may differ from those anticipated or expressed in these forward-looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking statements include, among others, the risks and uncertainties described in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013, under the headings “Business,” “Risk Factors,” and/or “Management's Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New York and in other filings the Company makes with the SEC from time to time, as well as the following: the Company’s ability to improve and sustain its operating structure, financial results and profitability; the ability of the Company to achieve cash forecasts, financial projections, and projected growth; our ability to achieve the financial and operational results contained in our business plans; the ability of the Company to discontinue or sell certain non-core businesses or operations; the Company’s ability to comply with the covenants in its credit facilities; our ability to obtain additional financing if and as needed; the potential adverse effects of the Chapter 11 proceedings on the Company's liquidity, results of operations, brand or business prospects; the Company's ability to fund continued investments, capital needs, restructuring payments and service its debt; the resolution of claims against the Company; our ability to attract and retain key executives, managers and employees; our ability to maintain product reliability and quality and growth in relevant markets; our ability to effectively anticipate technology trends and develop and market new products, solutions and technologies; and the impact of the global economic environment on the Company. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this document and are expressly qualified in their entirety by the cautionary statements included in this document. The Company 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 third quarter financial results news release, reference is made to certain non-GAAP financial measures, including “Excluding reorganization items and discontinued operations, the net loss for the third quarter of 2013,” “Operational EBITDA,” “Operational EBITDA excluding fresh-start accounting adjustments,” “GECF Operational EBITDA,” “GECF Operational EBITDA excluding fresh-start accounting adjustments,” “DP&E Operational EBITDA,” and “DP&E Operational EBITDA excluding fresh-start accounting adjustments.”

The company 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 the company, its financial condition, results of operations and cash flow.

The following reconciliations are provided with respect to terms used in this third quarter financial results news release.

The following table reconciles the measure of net loss, excluding reorganization items and discontinued operations for the third quarter of 2013 on a consolidated basis to net earnings (loss).

The following table reconciles Operational EBITDA and Operational EBITDA excluding certain items of each of the segments and on a consolidated basis to net earnings (loss).

The following tables reconcile Operational EBITDA and Operational EBITDA excluding certain items of each of the segments and on a consolidated basis to net earnings (loss).

The notes accompanying the Company’s 2013 third quarter Form 10-Q are an integral part of these consolidated financial statements.

The notes accompanying the Company’s 2013 third quarter Form 10-Q are an integral part of these consolidated financial statements.

CONTACT:
Media:
Eastman Kodak Company
Christopher Veronda, +1 585-724-2622
christopher.veronda@kodak.com